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02132024 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 13, 2024 - 6:00 PM CLOSED SESSION - 4:30 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 permanent easements and temporary construction easements on five properties described below in connection with the public improvements required for the Altair Specific Plan Community ("Project"). The 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 28481 Rancho California Road in the City of Temecula (APN 921-281-011). Specifically, the City seeks to acquire an approximate 5,487 square foot permanent easement and an approximate 3,757 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner GGG Partnership, LP. 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 in the City of Temecula (No Situs Address) (APN 921-280-002). Specifically, the City seeks to acquire an approximate 1,016 square foot permanent easement and an approximate 427 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner SPX Investment, LLC. Under negotiations are price and terms of the acquisition of these property interests. (iii) The acquisition of certain property interests from the real property located at 28751 Rancho California Road in the City of Temecula (APN 921-280-003). Specifically, the City seeks to acquire an approximate 414 square foot permanent easement and an approximate 396 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner First & Center, LLC. Under negotiations are price and terms of the acquisition of these property interests. (iv) The acquisition of certain property interests from the real property located at 28545 Felix Valdez Avenue in the City of Temecula (APN 921-281-006). Specifically, the City seeks to acquire an approximate 402 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owners Richard M. Alvarez and Linda Lopez -Alvarez. Under negotiations are price and terms of the acquisition of these property interests. (v) The acquisition of certain property interests from the real property located at 28381 Vincent Moraga Page 1 City Council Agenda February 13, 2024 in the City of Temecula (APN 921-281-021). Specifically, the City seeks to acquire an approximate 4,237 square foot permanent easement and an approximate 16,335 square foot temporary construction easement. The negotiating parties are the City of Temecula and the property owner Westcore Gemini VM, LLC. Under negotiations are price and terms of the acquisition of these property interests. CONFERENCE WITH LEGAL COUNSEL — INITIATION OF LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(4) with respect to two matters of potential litigation. A point has been reached where, in the opinion of the City Attorney, based on existing facts and circumstances, there is a significant exposure to litigation involving the City and the City Council will decide whether to initiate litigation. LABOR NEGOTIATIONS The City Council will meet in closed session with its designated representatives to discuss labor negotiations pursuant to Government Code Section 54957.6. The City's designated representatives are City Manager Aaron Adams, City Attorney Peter Thorson, Assistant City Manager Kevin Hawkins, Director of Finance Jennifer Hennessy, Director of Human Resources and Risk Management Isaac Garibay, Deputy City Manager Luke Watson and Senior Human Resources Analyst Becky Obmann. The employee organization is the California Teamsters Public, Professional and Medical Employees Union Local 911. CITY MANAGER ANNUAL PERFORMANCE EVALUATION. The City Council will meet in closed session pursuant to Government Code Sections 54957 and 54957.6 to evaluate the performance of the City Manager and establish goals and performance objectives for the next year as required by the City Manager's Employment Agreement. CALL TO ORDER: Mayor James Stewart INVOCATION: Bishop Terrence Hundley of The Place City of Miracles FLAG SALUTE: Mayor James Stewart ROLL CALL: Alexander, Kalfus, Schwank, Stewart PRESENTATIONS Presentation of 2024 Community Leader Award of Distinction for Ed Morel Presentation by Gillian Larson Regarding Reality Rally BOARD / COMMISSION REPORTS Planning Commission and Traffic Safety 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 Page 2 City Council Agenda February 13, 2024 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 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 matters 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. Speaker cards will be called in the order received. Still images maybe displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 1. Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda Recommendation: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda. Attachments: Agenda Report 2. Approve Action Minutes of January 23, 2024 and February 6, 2024 Recommendation: That the City Council approve the action minutes of January 23, 2024 and February 6, 2024. Attachments: 01/23/2024 Action Minutes 02/06/2024 Joint CC and PC 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 Page 3 City Council Agenda February 13, 2024 SET FORTH IN EXHIBIT A Attachments: Agenda Report Resolution List of Demands 4. Adopt Resolution Approving Agreement Pursuant to Government Code Section 66462.5 Between City of Temecula and SB Altair, LLC and Brookfield Temecula, LLC Regarding Acquisition of Property Interests in Connection with Vincent Moraga Improvements Recommendation: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5 BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN PROPERTY INTERESTS (VINCENT MORAGA IMPROVEMENTS) 2. Authorize the City Manager to execute all necessary documents and take all steps necessary to effectuate the purposes of the Agreement. Attachments: Agenda Report Resolution Acquistion Agreement 5. Approve Landscape Maintenance Agreement with State of California Department of Transportation for Maintenance of I-15/SR-79 South Interchange Enhanced Landscaping_, PW17-19 Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A LANDSCAPE MAINTENANCE AGREEMENT BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION AND THE CITY OF TEMECULA FOR THE MAINTENANCE OF THE I-15/SR-79 SOUTH INTERCHANGE ENHANCED LANDSCAPING Page 4 City Council Agenda February 13, 2024 Attachments: Agenda Report RPcnlntinn Agreement Project Description Project Location Map 6. Approve Grant of Easement on Portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison for Electric Vehicles Charging Station Project, PW21-09 Recommendation: That the City Council: 1. Approve a Grant of Easement on a portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison; and 2. Authorize the Mayor to sign the Grant of Easement. Attachments: Agenda Report Grant of Easement Exhibit - Easement Location Aerial 7. Approve Plans and Specifications and Authorize Solicitation of Construction Bids for the Southside Parking Lot Reconfiguration, PW 15-07 Recommendation: That the City Council approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Southside Parking Lot Reconfiguration, PW 15-07. Attachments: Agenda Report Project Description Project Location Map 8. Establish All -Way Stop Control at the Intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF CAMINO PIEDRA ROJO AND PAROWN DRIVE/AVENIDA BICICLETA AND FINDING THAT THE ACTION IS EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) UNDER SECTION 15301(C) OF THE CEQA GUIDELINES Page 5 City Council Agenda February 13, 2024 9. 10. Attachments: Agenda Report Resolution Exhibit A - Location Map Multi -Way Stop Warrant Analysis Receive and File Temnorary Road Closure and Detour for Nicolas Road at Calle Girasol Recommendation: That the City Council receive and file the temporary road closure and detour for Nicolas Road at Calle Girasol. Attachments: Agenda Report Exhibit A - Proposed Nicolas Road Detour Receive and File Temnorary Street Closures for Temecula Sunset Market Recommendation: That the City Council receive and file the temporary closure of certain streets for the Temecula Sunset Market. Attachments: Agenda Report Exhibit A - Street Closure Man 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 6 City Council Agenda February 13, 2024 TEMECULA COMMUNITY SERVICES DISTRICT MEETING CALL TO ORDER: President Zak Schwank ROLL CALL: Alexander, 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 11. Approve Action Minutes of January 23, 2024 Recommendation: That the Board of Directors approve action minutes of January 23, 2024. Attachments: Action Minutes 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 27, 2024, at 5:00 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 7 City Council Agenda February 13, 2024 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 James Stewart ROLL CALL: Alexander, 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. 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. TPFA / COUNCIL 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 Temecula Public Financing Authority 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. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to CouncilComments@temeculaca.gov. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54. 12. Approve Joint Action Minutes of January 23, 2024 Recommendation: That the Board of Directors approve the joint action minutes of January 23, 2024. Attachments: Joint Action Minutes 13. Adopt Resolutions of Intention to Form CFD 23-01 (Altair), Authorize the Levy of Special Taxes on Property in CFD 23-01 (Altair), Incur Bonded Indebtedness for CFD 23-01 (Altair) and Approve Related Documents and Agreements Page 8 City Council Agenda February 13, 2024 Recommendation: That the Board of Directors and the City Council adopt the resolutions entitled: RESOLUTION NO. TPFA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN - ALTAIR RESOLUTION NO. TPFA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF THE PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND IMPLEMENTATION OF AN ACQUISITION AGREEMENT Attachments: Agenda Report TPFA Resolution - Intention to Establish TPFA Resolution - Incur Bonded Indebtedness CC Resolution - JCFA and Acquisition Agreement Petition City - JCFA Acauisition AL-reement EMWD - JCFA Boundary Map Annexation Map TPFA / 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 Page 9 City Council Agenda February 13, 2024 included into the record. 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. 14. Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) Recommendation: That the City Council hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms), and that the Board of Directors and the City Council 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 COMMUNITY FACILITIES DISTRICT NO. 20-01 (HEIRLOOM FARMS), AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS Attachments: Agenda Report CC Resolution - Issuance of Bonds TPFA Resolution - Issuance of Special Tax Bonds Fiscal Agent greement Preliminary Official Statement Bond Purchase Agreement First Amendment to JCFA First Amendment to Acquisition Agreement Page 10 City Council Agenda February 13, 2024 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 27, 2024, at 5:00 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 13, 2024 RECONVENE TEMECULA CITY COUNCIL DEPARTMENTAL REPORTS (RECEIVE AND FILE) 15. City Council Travel/Conference Report Attachments: Agenda Report Itinerary 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. No substantive discussion on the subject of the motion may occur. 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 27, 2024, at 5:00 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 12 Item No. 1 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: February 13, 2024 SUBJECT: Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda. 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. In accordance with Government Code Section 34934, the title of each ordinance is included on the published agenda and a copy of the full ordinance has been available to the public online on the City's website and will be available in print at the meeting prior to the introduction or passage of the ordinance. Unless otherwise required, the full reading of the title and text of all 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 23, 2024 - 6:00 PM COUNCIL MEMBER ZAK SCHWANK TO PARTICIPATE ELECTRONICALLY VIA ZOOM FROM: HOLIDAY INN 300 J STREET SACRAMENTO, CALIFORNIA CLOSED SESSION - 5:30 PM CONFERENCE WITH LEGAL COUNSEL - PENDING LITIGATION. The City Council convened in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to one matter of pending litigation: Solana Winchester, LLC v. City of Temecula, et al. (Riverside Superior Court Case No. CVRI2304109). CALL TO ORDER at 6:00 PM: Mayor James Stewart INVOCATION: Pastor Cale Fauver of Southwest Christian Church FLAG SALUTE: Mayor James Stewart ROLL CALL: Alexander, Kalfus, Schwank (virtual), Stewart PRESENTATIONS Presentation by Riverside County Transportation Commission Regarding Draft Traffic Relief Plan BOARD / COMMISSION REPORTS Race, Equity, Diversity and Inclusion Commission PUBLIC SAFETY REPORT County of Riverside, Fire Department (CAL FIRE) PUBLIC COMMENTS - NON -AGENDA ITEMS The following individual(s) addressed the City Council: • Thomas Lashley • Janette Chun • Laurel LaMont • Melissa Bourbonnais • Jackie Legg • Ron Larson • Slim Killens • Amarissa Cubana • Jack Marston • Francisco J. Urbina • Greg Langworthy • Hanon Rickard PUBLIC COMMENTS - AGENDA ITEMS The following individual(s) addressed the City Council: • Eddie Daher (Item #4) CITY COUNCIL REPORTS CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval. 1. Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda Recommendation: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda. 2. Approve Action Minutes of January 9, 2024 Recommendation: That the City Council approve the action minutes of January 9, 2024. 3. Approve List of Demands Recommendation: That the City Council adopt a resolution entitled: RESOLUTION NO. 2024-06 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4. Award Construction Contract to California Waters Development, Inc., dba California Waters for Community Recreation Center Splash Pad & Shade Structure Project, PW21-07 Recommendation: That the City Council: 1. Approve the transfer of $820,000 of Measure S funds from the Community Recreation Center Renovations project, PW19-07 to the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and 2. Award a construction contract to California Waters Development, Inc., dba California Waters, in the amount of $1,840,406 for the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and 3. Authorize the City Manager to approve construction contract change 2 orders up to 10% of the contract amount, $184,040.60; and 4. Make a finding that the Community Recreation Center Splash Pad & Shade Structure project is exempt from Multiple Species Habitat Conservation Plan fees. Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval. 5. Approve Second Amendment to the Agreement with Mike's Precision Welding, Inc., for Welding Maintenance Services Recommendation: That the City Council approve the second amendment to the agreement with Mike's Precision Welding, Inc., for welding maintenance services, in the amount of $50,000, for a total agreement amount of $150,000. RECESS: At 7:18 PM, the City Council recessed and convened as the Temecula Community Services District Meeting and Joint Temecula Public Financing Authority and City Council Meeting. At 7:21 PM the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL DEPARTMENTAL REPORTS (RECEIVE AND FILE) 8. Community Development Department Monthly Report 9. Fire Department Monthly Report 10. Police Department Monthly Report 11. Public Works Department Monthly Report ITEMS FOR FUTURE CITY COUNCIL AGENDAS CITY MANAGER REPORT CITY ATTORNEY REPORT The City Attorney reported that Council considered the case of Solano Winchester, LLC v. City of Temecula in closed session and the Council voted 4-0 to direct the City Attorney's Office to defend the City in this litigation ADJOURNMENT At 7:25 PM, the City Council meeting was formally adjourned to Tuesday, February 13, 2024, at 5:00 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, Mayor ATTEST: Randi Johl, City Clerk [SEAL] ACTION MINUTES TEMECULA CITY COUNCIL SPECIAL MEETING - WORKSHOP CONFERENCE CENTER 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 6, 2024 - 9:00 AM CALL TO ORDER at 9:00 AM: Mayor James Stewart FLAG SALUTE: Mayor James Stewart ROLL CALL: Alexander, Kalfus, Schwank, Stewart PUBLIC COMMENTS - AGENDA ITEMS The following individual(s) addressed the City Council and Planning Commission: • Bob Quaid (Item # 1) Julie Ngo-Otta (Item # 1) • Andrew Doty (Item # 1) JOINT MEETING OF THE CITY COUNCIL AND PLANNING COMMISSION RIJSINESS 1. Continue General Discussion on Citywide Alcohol Policies Recommendation: That the City Council and Planning Commission receive a presentation from staff and provide general discussion on citywide alcohol policies. Workshop with discussion and general direction only; no action taken. ADJOURNMENT At 11:47 AM, the City Council meeting was formally adjourned to Tuesday, February 13, at 4:30 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, 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 13, 2024 SUBJECT: Approve List of Demands PREPARED BY: Tricia Hawk, Finance Manager 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.2024- 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 $4,186,228.66. 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 13th day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, 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 1/8/2024 - 1/26/2024 TOTAL CHECK RUN: 1/18/2024 TOTAL PAYROLL RUN: 3,458,518.96 727,709.70 TOTAL LIST OF DEMANDS FOR 2/13/2024 COUNCIL MEETING: $ 4,186,228.66 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 601305 01/18/2024 2948 ACT 1 CONSTRUCTION INC 8 COMMUNITY RECREATION CENTER RENOVATIONS -PHASE 1 $134,558.91 301247 01/11/2024 1772 ADAME LANDSCAPE INC 525214 PARKING GARAGE SWEEPING/CLEANING: PW $540.00 601258 01/11/2024 3387 AGUILERA EMMANUEL 00005 PHOTOGRAPHY SVCS: TCSD $315.00 601259 01/11/2024 2555 AIRWAVE COMMUNICATIONS ENTERPRISES 11975 EMPG GRANT: RADIO EQUIPMENT $24,867.29 301249 01/11/2024 1236 ALL AMERICAN ASPHALT 1169917 ASPHALT SUPPLIES, PW STREET MAINTENANCE $218.95 601306 01/18/2024 IS12 ALLEGRO MUSICAL VENTURES INC 27231 PIANO SVCS: THEATER: TCSD $560.00 601307 01/18/2024 1609 ALLIED TRAFFIC AND EQUIPMENT RENTALS INC 91764 LIGHT TOWER RENTALS: TCSD $460.00 601260 01/11/2024 1418 AMAZON.COM, INC 11GY-1T3X-FDCP MISC SUPPLIES: SPORTS: TCSD ($326.20) 601260 01/11/2024 1418 AMAZON.COM, INC 1HQQ-K9F4-DXQJ MISC SUPPLIES: SPORTS: TCSD ($326.20) 601260 01/11/2024 1418 AMAZON.COM, INC 1QJT-N6YP-FH1J MISC SUPPLIES: SPORTS: TCSD ($326.20) 601260 01/11/2024 1418 AMAZON.COM, INC 1VTG-YLRG-CK4M MISC SUPPLIES: PD $96.37 601260 01/11/2024 1418 AMAZON.COM, INC 1FKV-139R-FCXW MISC SUPPLIES: TVM: TCSD $106.25 601260 01/11/2024 1418 AMAZON.COM, INC 1KPT-6FC9-RHTJ MISC SUPPLIES: MPSC AND MRC: TCSD $222.30 601260 01/11/2024 1418 AMAZON.COM, INC 1MHK-KCNM-T61C OFFICE SUPPLIES: FIRE $130.49 601261 01/11/2024 1418 AMAZON.COM, INC 1XRQ-1F34-HYHQ MISC SUPPLIES: CRC $10.86 601260 01/11/2024 1418 AMAZON.COM, INC 11CC-YVCH-GWTD MISC SUPPLIES: WORKFORCE DEV $125.98 601261 01/11/2024 1418 AMAZON.COM, INC 1WGC-H4CR-QHVG MISC SUPPLIES: FINANCE $63.48 601260 01/11/2024 1418 AMAZON.COM, INC 16F7-XLVM-W4DW MISC SUPPLIES: LIBRARY $67.67 601260 01/11/2024 1418 AMAZON.COM, INC 193C-DMTF-7GPC MISC SUPPLIES: TVM: TCSD $300.55 601261 01/11/2024 1418 AMAZON.COM, INC 14MP-KMQV-MNPX MISC SUPPLIES: INFO TECH $40.18 601308 01/18/2024 1418 AMAZON.COM, INC 1F3R-1VWG-MM16 MISC SUPPLIES: CRC $149.88 601308 01/18/2024 1418 AMAZON.COM, INC 13QV-1DKH-PJK3 REFRESHMENT SUPPLIES: CITY HALL & FOC: PW $297.56 601308 01/18/2024 1418 AMAZON.COM, INC 1GL1-6WWH-KT1W MISC SUPPLIES: COMM DEV $118.44 601308 01/18/2024 1418 AMAZON.COM, INC 17R1-LP7J-1FCW MISC SUPPLIES: AQUATICS: TCSD $185.28 601308 01/18/2024 1418 AMAZON.COM, INC 1LXQ-4YFI-CRPJ OFFICE SUPPLIES/EQUIP: PD $39.54 601308 01/18/2024 1418 AMAZON.COM, INC 1G1L-HTV3-HLKD REFRESHMENT SUPPLIES: CITY HALL & FOC: PW $34.99 601308 01/18/2024 1418 AMAZON.COM, INC 171G-K1V3-G7RD MISC SUPPLIES: SPORTS: TCSD ($326.20) 601308 01/18/2024 1418 AMAZON.COM, INC 1H6L-NFJL-G1J3 MISC SUPPLIES: SPORTS: TCSD ($326.20) 601389 01/25/2024 1418 AMAZON.COM, INC 1LR4-3YJM-F9DV OFFICE SUPPLIES:COMDEV $22.82 601389 01/25/2024 1418 AMAZON.COM, INC 1P33-3FL9-FQY6 SMALL TOOLS & EQUIPMENT: FIRE $36.43 601389 01/25/2024 1418 AMAZON.COM, INC 1KQX-JTLY-J6XH OFFICE SUPPLIES: FIRE $539.84 601389 01/25/2024 1418 AMAZON.COM, INC 16XD-CCPC-QPRP MISC SUPPLIES/EQUIP:PW $266.19 601389 01/25/2024 1418 AMAZON.COM, INC 19FG-VTCY-GT37 MISC SUPPLIES:COMSP $86.99 601389 01/25/2024 1418 AMAZON.COM, INC 1NHM-PF9Y-DTGR MISC SUPPLIES: LIBRARY $13.85 601309 01/18/2024 1334 AMERICAN ASPHALT SOUTH INC 2023-1518 CITYWIDE SLURRY SEAL $361,614.92 601309 01/18/2024 1334 AMERICAN ASPHALT SOUTH INC 2023-1482 CITYWIDE SLURRY SEAL $121,153.75 601310 01/18/2024 1261 AMERICAN FORENSIC NURSES 78397 FEB STAND BY FEE: POLICE $1,485.90 601390 01/25/2024 1261 AMERICAN FORENSIC NURSES 78420 DRUG ALCOHOL ANALYSIS: PD $1,432.96 601391 01/25/2024 1080 AMERICAN RED CROSS 22652575 STAFF/LIFEGUARDS CERTS: AQUATICS $897.60 601311 01/18/2024 1000 APPLEONE INC S9719548 TEMPORARY STAFFING SVCS: FINANCE $5,962.88 601311 01/18/2024 1000 APPLEONE INC S9633090 TEMPORARY STAFFING SVCS: FINANCE $5,483.72 601311 01/18/2024 1000 APPLEONE INC 59719547 TEMPORARY STAFFING: COMM DEV $4,324.32 601311 01/18/2024 1000 APPLEONE INC 59633089 TEMPORARY STAFFING: COMM DEV $1,392.30 601311 01/18/2024 1000 APPLEONE INC 59692260 TEMPORARY STAFFING: COMM DEV $1,998.36 601311 01/18/2024 1000 APPLEONE INC S9692259 TEMPORARY STAFFING: COMM DEV $1,998.36 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075723 DRINKING WATER SYSTEM MAINT: TCC $28.55 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075724 DRINKING WATER SYSTEM MAINT: AQUATICS: CRC $69.60 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075746 DRINKING WATER SYSTEM MAINT: PARKS $96.52 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075717 DRINKING WATER SYSTEM MAINT: PARKS $156.56 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075785 DRINKING WATER SYSTEM MAINT: NM $28.55 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075783 DRINKING WATER SYSTEM MAINT: THEATER $28.55 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075782 DRINKING WATER SYSTEM MAINT: LIBRARY $28.55 601313 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075791 DRINKING WATER SYSTEM MAINT: JRC $28.55 601313 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075788 DRINKING WATER SYSTEM MAINT: FOC $28.55 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075790 DRINKING WATER SYSTEM MAINT: SPORTS PARK $69.60 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075789 DRINKING WATER SYSTEM MAINT: CIVIC CTR $213.97 601313 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075781 DRINKING WATER SYSTEM MAINT: PARKS $28.56 601312 01/18/2024 1805 AQUA CHILL OF SAN DIEGO 20075773 DRINKING WATER SYSTEM MAINT: AULD: POLICE $62.53 601392 01/25/2024 1805 AQUA CHILL OF SAN DIEGO 20075787 DRINKING WATER SYSTEM MAINT: MALL PD $62.53 301250 01/11/2024 2777 ARAMARK SERVICES INC 8008901 BEVERAGE SERVICES: FACILITIES $111.00 301306 01/18/2024 2502 ARTHUR 1 GALLAGHER RISK MANAGMENT SRVCS 14963130 BROKER FEE: RISK $2,015.91 301307 01/18/2024 2442 ASCENT ENVIRONMENTAL INC 20210169.02 -19 PA22-0105 TEMECULA VALLEY HOSP $540.00 301308 01/18/2024 2242 AT&T 489741 LOCATION/ACTIVATION FEES: POLICE $300.00 601314 01/18/2024 2381 AYERS WILLIAM BRIAN 2942 ELECTRICAL MAINTENANCE: FIRE STATIONS $300.00 601314 01/18/2024 2381 AYERS WILLIAM BRIAN 2937 ELECTRICAL LABOR: SENIOR CENTER $500.00 601314 01/18/2024 2381 AYERS WILLIAM BRIAN 2945 SCOREBOARD ELECTRICAL: RRSP: PW $100.00 601315 01/18/2024 2073 AZTEC LANDSCAPING INC J1675 DEC RESTROOM MAINT: PARKS: PW $9,580.39 601317 01/18/2024 1980 B G P RECREATION INC 4005-4010.1011st TCSD INSTRUCTOR EARNINGS $3,074.40 601393 01/25/2024 1980 B G P RECREATION INC 4045.102-4045.103 TCSD INSTRUCTOR EARNINGS $191.10 601262 01/11/2024 1405 B&H FOTO & ELECTRONICS CORP 219731152 MISC AV EQUIPMENT:PEG $977.72 301310 01/18/2024 1909 BAMM PROMOTIONAL PRODUCTS INC 12625 UNIFORMS: CODE ENFORCEMENT $228.38 301310 01/18/2024 1909 BAMM PROMOTIONAL PRODUCTS INC 12630 UNIFORMS: CRC: TCSD $664.98 301252 01/11/2024 2224 BATTERY SYSTEMS INC 28592312181326 TRAFFIC EQUIP BATTERIES: PW $11,482.53 601263 01/11/2024 3122 BEARD RYAN 2220.101 TCSD INSTRUCTOR EARNINGS $840.00 601316 01/18/2024 3122 BEARD RYAN 2225.101 TCSD INSTRUCTOR EARNINGS $672.00 301311 01/18/2024 3516 BENNECKEADAM TE231520246 BALANCE ADJ $1,000.00 601264 01/11/2024 1101 BLUETRITON BRANDS INC 03L0036263176 HELP CENTER WATER SERVICE $2.60 601264 01/11/2024 1101 BLUETRITON BRANDS INC 031.6705212167 WATER DELIVERY SVCS: PW $11.95 601264 01/11/2024 1101 BLUETRITON BRANDS INC 03L0035623057 WATER DELIVERY SVCS: PW $21.74 601264 01/11/2024 1101 BLUETRITON BRANDS INC 13L0028662112 WATER DELIVERY SVCS: PW $111.58 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 601318 01/18/2024 2047 BOB CALLAHANS POOL SERVICE 0183 JAN POOL AND FOUNTAIN MAINTENANCE $1,400.00 601318 01/18/2024 2047 BOB CALLAHANS POOL SERVICE 0184 JAN POOL AND FOUNTAIN MAINTENANCE $1,200.00 601318 01/18/2024 2047 BOB CALLAHANS POOL SERVICE 0181 DEC POOL AND FOUNTAIN MAINTENANCE $1,610.00 301253 01/11/2024 1181 BOYS AND GIRLS CLUB OF SOUTHWEST COUNTY CSF Ck Req 12/21/23 CSF: REINVEST IN TEMECULA PRGM $36,511.90 301312 01/18/2024 3182 BRAGG INVESTMENT COMPANY INC 237869 NYE GRAPE DROP CRANE: TCSD $7,692.30 601319 01/18/2024 2612 BRAND ASSASSINS 22705 WALL OF RECOGNITION PHOTO TILE: CC $80.19 601265 01/11/2024 2415 BRAUN PETER 4076 PLANT MAINTENANCE: FACILITIES: PW $200.00 601320 01/18/2024 2415 BRAUN PETER 4101 PLANT MAINTENANCE: PW FACILITIES $500.00 601321 01/18/2024 2541 BRIGHTON HILL ACADEMY SPORTS AND LEARNIN( 12/28/23 CSF: REINVESTMENT IN TEMECULA $42,709.89 601266 01/11/2024 2622 BROWN JAMAL DEON 2300.101-2360.101 TCSD INSTURCTOR EARNINGS $3,742.90 601322 01/18/2024 2622 BROWN JAMAL DEON 2345.101 TCSD INSTRUCTOR EARNINGS $1,400.07 601267 01/11/2024 2836 BRYANT ROBERT 1401.215-1405.208 TCSD INSTRUCTOR EARNINGS $4,012.68 301251 01/11/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038000974 BOOK COLLECTIONS: RHRTPL TCSD $22.27 301251 01/11/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 203800097E BOOK COLLECTIONS: RHRTPL TCSD $88.61 301251 01/11/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038000976 BOOK COLLECTIONS: RHRTPL TCSD $94.64 301309 01/18/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038014539 BOOK COLLECTIONS: RHRTPL TCSD $15.41 301309 01/18/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038014538 BOOK COLLECTIONS: RHRTPL TCSD $12.73 301309 01/18/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038014540 BOOK COLLECTIONS: RHRTPL TCSD $65.33 301309 01/18/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2038014537 BOOK COLLECTIONS: RHRTPL TCSD $10.84 301366 01/25/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2037998362 BOOK COLLECTIONS: RHRTPL TCSD $240.87 301366 01/25/2024 1669 BTAC UNITED ACQUISITION HOLDING COMPANY 2037998363 BOOK COLLECTIONS: RHRTPL TCSD $189.03 301254 01/11/2024 3157 CAHALAN JASON 3846 BAY DOOR MAINTENANCE: FIRE STATIONS $3,735.20 301254 01/11/2024 3157 CAHALAN JASON 3833 BAY DOOR MAINTENANCE: FIRE STATIONS $2,874.00 301255 01/11/2024 1190 CAL MAT 73881352 ASPHALT SUPPLIES: STREET MAINT: PW $205.10 301255 01/11/2024 1190 CAL MAT 73879867 ASPHALT SUPPLIES: STREET MAINT: PW $378.13 301313 01/18/2024 2465 CALIF NEWSPAPERS PARTNERSHIP 0000578449A ADVERTISING PUBLIC NOTICES: PLANNING $1,347.18 301313 01/18/2024 2465 CALIF NEWSPAPERS PARTNERSHIP 0000578449B LEGAL NEWSPAPER PUBLICATIONS: CITY CLERK $4,105.84 301367 01/25/2024 2465 CALIF NEWSPAPERS PARTNERSHIP 0000580158A LEGAL NEWSPAPER PUBLICATIONS: CITY CLERK $3,838.55 301314 01/18/2024 2285 EE # 526 Reimb Dept Team Bldg REIMB: HR HOLIDAY TEAM BLDG $48.04 301256 01/11/2024 1332 CANON FINANCIAL SERVICES INC 31755795 CANON COPIERS LEASE:TEM PUB LIBRARY $671.56 301257 01/11/2024 2063 CASC ENGINEERING AND, CONSULTING INC 0050150 MISC ENGINEERING SVS: PW - CIP $270.00 601268 01/11/2024 1280 CDW LLC NV37882 MISC SMALL TOOLS & EQUIP: INFO TECH $653.73 601268 01/11/2024 1280 CDW LLC NW10744 MISC SMALL TOOLS& EQUIP: INFO TECH $276.23 601268 01/11/2024 1280 CDW LLC NV89061 KEYBOARD & MOUSE REPLACEMENT: INFO TECH $993.72 601268 01/11/2024 1280 CDW LLC NW66802 MISC SMALL TOOLS& EQUIP: INFO TECH $956.88 601268 01/11/2024 1280 CDW LLC NN21346 MISC SMALL TOOLS& EQUIP: INFO TECH $104.17 601268 01/11/2024 1280 CDW LLC NP33327 MISC SMALL TOOLS& EQUIP: INFO TECH $110.49 601268 01/11/2024 1280 CDW LLC NR66070 MISC SMALL TOOLS& EQUIP: INFO TECH ($203.06) 301368 01/25/2024 1528 CERTIFION CORP 1223EP31197 SOFTWARE SUBSCRIPTION: PD $200.00 301315 01/18/2024 1942 CHRISTIAN STITCHERY INC COT 83 CRC STAFF SWEATSHIRTS AND CAPS $1,725.59 301316 01/18/2024 1347 CINTAS 8406608162 FIRST AID SERVICES: RM $121.96 301316 01/18/2024 1347 CINTAS 8406608164 FIRST AID SERVICES: RM $229.17 301316 01/18/2024 1347 CINTAS 8406608163 FIRST AID SERVICES: RM $116.87 301316 01/18/2024 1347 CINTAS 8406608167 FIRST AID SERVICES: RM $959.50 301316 01/18/2024 1347 CINTAS 8406608166 FIRST AID SERVICES: RM $219.59 301316 01/18/2024 1347 CINTAS 8406608165 FIRST AID SERVICES: RM $136.32 301316 01/18/2024 1347 CINTAS 8406608161 FIRST AID SERVICES: RM $61.49 301317 01/18/2024 1701 CLEAR IMAGE ENTERPRISES INC 18972 WINDOW CLEANING: CITY FACILITIES: PW $585.00 301317 01/18/2024 1701 CLEAR IMAGE ENTERPRISES INC 18937 WINDOW CLEANING: MPSC $550.00 301369 01/25/2024 1701 CLEAR IMAGE ENTERPRISES INC 18969 WINDOW PAINT REMOVAL: TVM: TCSD $195.00 601269 01/11/2024 2681 CLEARSTAR INC 1481023 EMPLOYMENT SCREENINGS-HR $229.36 601323 01/18/2024 2681 CLEARSTAR INC 1482120 EMPLOYMENT SCREENINGS: HR $27.48 601324 01/18/2024 2316 CNS ENGINEERS INC 18025-24 MURRIETA CREEK BRIDGE AT OVERLAND $73,758.67 601270 01/11/2024 1345 EE # 212 Reimb: 11/28/23 REIMB: UNIFORMS: CODE ENFORCEMENT $133.99 601271 01/11/2024 3060 COMPLETE OFFICE LLC 4108304-0 OFFICE SUPPLIES: FIRE $27.49 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4104781-0 MISC OFFICE SUPPLIES: PLANNING $314.23 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4107679-1 MISC OFFICE SUPPLIES: PLANNING $10.74 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4107679-0 MISC OFFICE SUPPLIES: PLANNING $68.16 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4103897-0 MISC OFFICE SUPPLIES: PLANNING $111.63 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4109890-0 MISC OFFICE SUPPLIES: PLANNING $4.39 601394 01/25/2024 3060 COMPLETE OFFICE LLC 4112152-0 OFFICE SUPPLIES: COMM DEV $21.70 301318 01/18/2024 1172 CONSOLIDATED ELECTRICAL DIST 8750-1037873 ELECTRICAL SUPPLIES: IWTCM $104.68 601325 01/18/2024 1666 CORELOGIC INC 82197395 DEC SOFTWARE SUBSCRIPTION: CODE ENFORCEMENT $400.00 601326 01/18/2024 1771 COSSOU, CELINE 1650.101-1665.101 TCSD INSTRUCTOR EARNINGS $1,662.50 301319 01/18/2024 1849 COSTAR REALTY INFORMATION INC 120555561 JAN'24 WEB SUBSCRIPTION: ECO DEV $1,296.00 301258 01/11/2024 1098 COSTCO TEMECULA 491 3540 SUPPLIES: AQUATICS: TCSD $155.77 301370 01/25/2024 1098 COSTCO TEMECULA 491 3545 RECREATION & BUILDING SUPPLIES- CONTRACT CLASSES $76.68 301259 01/11/2024 1268 COSTCO TEMECULA 491 3539 SUPPLIES: MRC, MPSC & SFSP $196.76 301259 01/11/2024 1268 COSTCO TEMECULA 491 3542 MISC SUPPLIES: MRC, MPSC AND SFSP $154.56 301371 01/25/2024 1268 COSTCO TEMECULA 491 3544 SUPPLIES: MRC, MPSC AND SFSP $120.72 601327 01/18/2024 1592 CRAFTSMEN PLUMBING & HVAC INC 003803 PLUMBING SVCS: CRC: PW $6,847.00 601327 01/18/2024 1592 CRAFTSMEN PLUMBING & HVAC INC 003716 A/C UNITS FOR PARKING GARAGE AND POLICE SUBSTATION $30,413.03 601327 01/18/2024 1592 CRAFTSMEN PLUMBING & HVAC INC 003654 SVC CALLS: CIVIC CTR ($270.00) 601272 01/11/2024 1195 DAISYECO INC 4064544 PRINTER AND PLOTTER SUPPLIES: INFO TECH $4,066.86 601328 01/18/2024 1105 DATA TICKET INC 159209 NOV'23 CITATION PROCESSING: PD $1,322.19 301260 01/11/2024 1699 DAVID EVANS AND ASSOCIATES INC 551438 ENGINERING SERVICES: PW - CIP, PWO8-04 $32.50 301260 01/11/2024 1699 DAVID EVANS AND ASSOCIATES INC 551437 DIAZ ROAD EXPANSION: CIP $3,940.25 301261 01/11/2024 1177 DAVID TURCH AND ASSOCIATES Nov'23 FEDERAL LEGISLATIVE CONSULTANT SVCS: CM $5,500.00 301261 01/11/2024 1177 DAVID TURCH AND ASSOCIATES Oct'23 FEDERAL LEGISLATIVE CONSULTANT SVCS: CM $5,500.00 601329 01/18/2024 2528 DE LA SECURA INC 21007-025 MARGARITA REC CTR DSGN BUILD $332,793.18 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 601329 01/18/2024 2528 DE LA SECURA INC STP NTC: CONCRETE Pl. STP NTC: CONCRETE PLACEMENT INC ($7,594.71) 601395 01/25/2024 1586 DEERE & COMPANY 117561430 GATOR UTILITY CART: STREET MAINTENANCE: PW $14,281.83 301320 01/18/2024 1491 DEPT OF GENERAL SERVICES (DGS) 000000IS49771 CASE FILINGS: MASSAGE: CITY CLERK $11,599.75 601273 01/11/2024 2227 DG INVESTMENT HOLDINGS 2 INC IN00133394 MAINT & REPAIR OF SECURITY SYSTEM:IT $1,282.50 601396 01/25/2024 2227 DG INVESTMENT HOLDINGS 2 INC IN00135447 ACCESS CONTROL & CAMERAS: MRC CIP PW 17-21 $70,882.94 601396 01/25/2024 2227 DG INVESTMENT HOLDINGS 2 INC IN00133907 AUTOMATIC DOOR OPENER CONNECTION: PW-CIP $2,463.33 601330 01/18/2024 1235 DIAMOND ENVIRONMENTAL SRVCS Credit 0004960S97 TEMPORARY ADA RESTROOMS: TES POOL ($279.21) 601330 01/18/2024 1235 DIAMOND ENVIRONMENTAL SRVCS 0005146730 PORTABLE RESTROOMS: LA SERENA WY $110.88 601330 01/18/2024 1235 DIAMOND ENVIRONMENTAL SRVCS 0005146732 PORTABLE RESTROOMS: N GENERAL KEARNY RD $110.88 601330 01/18/2024 1235 DIAMOND ENVIRONMENTAL SRVCS 0005146731 PORTABLE RESTROOMS: RIVERTON LN $110.88 601331 01/18/2024 2137 DIVERSIFIED WATERSCAPES INC 1006889 DEC WTR QUALITY MAINT: DUCK POND/HARV $7,800.00 601274 01/11/2024 2040 DOKKEN ENGINEERING 44994 DSGN SVCS: SOUTHSIDE PARKING LOT RECONFIGURATION $17,137.50 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL20906 FUEL FOR CITY VEHICLES: COMDV $77.27 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL20910 FUEL FOR CITY VEHICLES: INFO TECH $27.62 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL21532 FUEL FOR CITY VEHICLES: FIRE DEPT $67.35 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL22132 FUEL FOR CITY VEHICLES: STREET MAINT $482.52 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL22129 FUEL FOR CITY VEHICLES: POLICE DEPT $26.94 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL22147 FUEL FOR CITY VEHICLES: TRAFFIC: PW $193.24 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL22148 FUEL FOR CITY VEHICLES: TCSD $94.84 601275 01/11/2024 1254 DOWNS ENERGY FUEL CL19535 FUEL FOR CITY VEHICLES: TRAFFIC: PW $183.81 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL20907 FUEL FOR CITY VEHICLES: PARK MAINT: BLDG & SAFETY $358.74 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL22131 FUEL FOR CITY VEHICLES: BLDG & SAFETY $69.14 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL22130 FUEL FOR CITY VEHICLES: CODE ENFORCEMENT $74.86 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL22128 FUEL FOR CITY VEHICLES: PARK MAINT: PW $1,456.33 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL23588 FUEL FOR CITY VEHICLES: POLICE $11.43 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL23586 FUEL FOR CITY VEHICLES: PARK MAINT: PW $1,824.43 601332 01/18/2024 1254 DOWNS ENERGY FUEL CL23589 FUEL FOR CITY VEHICLES: CODE ENFORCEMENT $125.23 601397 01/25/2024 1254 DOWNS ENERGY FUEL CL22949 FUEL FOR CITY VEHICLES: FIRE DEPT $199.68 601397 01/25/2024 1254 DOWNS ENERGY FUEL CL23608 FUEL FOR CITY VEHICLES: TCSD $88.88 601397 01/25/2024 1254 DOWNS ENERGY FUEL CL23605 FUEL FOR CITY VEHICLES: EOC $83.15 601397 01/25/2024 1254 DOWNS ENERGY FUEL CL23592 FUEL FOR CITY VEHICLES: CIP: PW $298.22 601397 01/25/2024 1254 DOWNS ENERGY FUEL CL23591 FUEL FOR CITY VEHICLES: CITY MGR $62.99 301262 01/11/2024 2689 DS SERVICES OF AMERICA INC, SPARKLETTS 22116432 121523 CC WATER DELIVERY SERVICES: CMO $75.13 601333 01/18/2024 1678 DUDEK 202310367 CONSTRUCTION MGTSVCS: PW-CIP, PW20-13, ON -CALL $4,680.00 601333 01/18/2024 1678 DUDEK 202310605 CITYWIDE DRAINAGE MASTER PLAN $30,312.50 601398 01/25/2024 2385 EIDE BAILLY LLP E101607431 AUDIT SERVICES: DEC'23: FINANCE $2,500.00 601334 01/18/2024 2031 ELITE CLAIMS MANAGEMENT INC 2023-690 DEC'23 3RD PARTY CLAIM ADMIN: WC $1,250.00 601335 01/18/2024 1156 ENGINEERING RESOURCES OF SOUTHERN CA INC 59729 ENGINEERING CONSULTANT SVCS: PW -CIP $2,832.90 301263 01/11/2024 1338 ENTERPRISE HOLDINGS INC 2PYT3S RENTAL CAR FEES FOR SISTER CITY VISIT $696.61 301321 01/18/2024 1004 ESGIL LLC 139228 Revised OCT PLAN REVIEW SVCS: BLDG & SAFETY $17,446.56 301264 01/11/2024 1366 EXHIBIT ENVOY 1409E BLACK & WHITE IN BLACK & WHITE $2,025.00 301265 01/11/2024 2469 EXP US SERVICES INC 135977 SANTA GERTRUDIS CREEK PHASE II $3,478.69 301266 01/11/2024 1005 FEDERAL EXPRESS INC 8-356-17508 EXPRESS MAILING SVCS: CIP: PW $7.18 301266 01/11/2024 1005 FEDERAL EXPRESS INC 8-363-07080b EXPRESS MAIL SVCS: CIP $11.55 301322 01/18/2024 1005 FEDERAL EXPRESS INC 8-363-07080a EXPRESS MAIL SVCS:HR $8.17 301322 01/18/2024 1005 FEDERAL EXPRESS INC 8-369-95448a EXPRESS MAILING SVCS: CODE ENFORCEMENT $20.68 301322 01/18/2024 1005 FEDERAL EXPRESS INC 8-369-95448b EXPRESS MAILING SVCS: TCSD $7.32 601337 01/18/2024 1600 FEHR AND PEERS 170663 OLD TOWN TECHNOLOGY BASED PARKING DATA COLLECTIC $210.00 601336 01/18/2024 1600 FEHR AND PEERS 170675 COMPLETE STREETS POLICY: PLANNING $2,299.88 601336 01/18/2024 1600 FEHR AND PEERS 166939 COMPLETE STREETS POLICY: PLANNING $8,154.41 601336 01/18/2024 1600 FEHR AND PEERS 170374 COMPLETE STREETS POLICY: PLANNING $4,988.79 601336 01/18/2024 1600 FEHR AND PEERS 167771 COMPLETE STREETS POLICY: PLANNING $8,683.52 601336 01/18/2024 1600 FEHR AND PEERS 168540 COMPLETE STREETS POLICY: PLANNING $5,833.14 301323 01/18/2024 3507 FICK RITA Refund:12/23/23 REFUND: TICKETING: THEATER $108.00 601338 01/18/2024 2643 FORENSIC NURSES OF SOCAL INC 2463 SART EXAMS: PD $800.00 601339 01/18/2024 1978 EE#472 Reimb: Training REIMB: STAFF TRAINING & EDUCATION $750.00 601339 01/18/2024 1978 EE # 472 Reimb: 01/15/24 REIMB: HELI THREAD KIT: PW $70.68 301324 01/18/2024 1932 FUN EXPRESS LLC 72918501901 MISC SUPPLIES SPECIAL EVENTS $7,367.27 601276 01/11/2024 2374 GEORGE HILLS COMPANY INC INV1027030 CLAIMS TPA: RM $68.50 601340 01/18/2024 2374 GEORGE HILLS COMPANY INC inv1027103 SUBROGATION RECOVERY FEE:GHC0052956/61428/63442 $2,721.18 601340 01/18/2024 2374 GEORGE HILLS COMPANY INC INV1027286 CLAIMS TPA: RM $388.00 601399 01/25/2024 2374 GEORGE HILLS COMPANY INC INV1027164 SUBROGATION RECOVERY FEE:GHC0061006: RM $2,520.25 601277 01/11/2024 2359 GILLIS AND PANICHAPAN ARCHITECTS INC 108649J ARCHITIECTURAL SVCS: PW-CIP, PW19-14, ON -CALL ARGM $4,670.00 601400 01/25/2024 2359 GILLIS AND PANICHAPAN ARCHITECTS INC 108675J ARCHITIECTURAL SVCS: PW-CIP, PW19-14 $640.00 301267 01/11/2024 1813 GODS FAN CLUB FY 23/24 CSF COMMUNITY SERVICE FUNDING REINVESTMENT $28,679.11 301325 01/18/2024 1523 GOLDEN VALLEY MUSIC SOCIETY Procurement PROCUREMENT OF MUSICAL SERVICE $7,600.00 601278 01/11/2024 1664 GONZALEZ GUSTAVO Reimb: 12/11/23 REIMB: UNIFORMS: CODE ENFORCEMENT $147.64 301271 01/11/2024 3095 GONZALEZJAVIER I 1495 HVAC SUPPLES: FACILITY MAINT $2,302.90 301271 01/11/2024 3095 GONZALEZJAVIER 1 1494 HVAC SUPPLES: FACILITY MAINT $265.33 301271 01/11/2024 3095 GONZALEZJAVIER 1 1487 HVAC SUPPLES: FACILITY MAINT $271.88 301271 01/11/2024 3095 GONZALEZJAVIER 1 1476 HVAC SUPPLES: FACILITY MAINT $179.44 301333 01/18/2024 3095 GONZALEZJAVIER 1 1506 HVAC SUPPLES: FACILITY MAINT $28.66 601341 01/18/2024 1225 GRAINGER 9949118179 MISC SMALL TOOLS: PW PARKS $405.15 601342 01/18/2024 3345 HAAKER EQUIPMENT COMPANY M1AOG7 PRESSURE WASHER: STREET MAINTENANCE: PW $18,840.94 301268 01/11/2024 1009 HANKS HARDWARE INC 2670/Nov-A FLAGPOLE: MRC $4,143.13 301326 01/18/2024 1009 HANKS HARDWARE INC 2716/Dec SMALL TOOLS/EQUIP: CHILDREN'S MUSEUM $78.61 301326 01/18/2024 1009 HANKS HARDWARE INC 2734/Dec SMALL TOOLS/EQUIP:TPL $58.23 301326 01/18/2024 1009 HANKS HARDWARE INC 2671/Dec SMALL TOOLS/EQUIP: M FAC $184.16 301327 01/18/2024 1009 HANKS HARDWARE INC 2702/Dec SMALL TOOLS/EQUIP: MUSEUM $15.09 301326 01/18/2024 1009 HANKS HARDWARE INC 2706/Dec SMALL TOOLS/EQUIP: AQUATICS $108.74 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 301326 01/18/2024 1009 HANKS HARDWARE INC 2646/Dec SMALL TOOLS/EQUIP: CRC & MRC $353.61 301326 01/18/2024 1009 HANKS HARDWARE INC 2641/Dec SUPPPLIES: STREETS & TRAFFIC MAINT $363.34 301326 01/18/2024 1009 HANKS HARDWARE INC 2649/Dec HARDWARE SUPPLIES: PARKS $1,852.47 301327 01/18/2024 1009 HANKS HARDWARE INC 2648/Dec HARDWARE SUPPLIES: COMM DEV $28.55 301326 01/18/2024 1009 HANKS HARDWARE INC 2634/Dec-a SMALL TOOLS & EQUIP: FIRE $92.83 301326 01/18/2024 1009 HANKS HARDWARE INC 2634/Dec-b SMALL TOOLS & EQUIPMENT: TCC $171.75 301326 01/18/2024 1009 HANKS HARDWARE INC 2644/Dec-a SMALL TOOLS/EQUIP: CIVIC CTR & MRC $2,150.93 301269 01/11/2024 2225 HASA INC 934811 POOL SANITIZING CHEMICALS: CITY POOLS $547.88 301328 01/18/2024 2225 HASA INC 936164 POOL SANITIZING CHEMICALS: CITY POOLS $860.95 301248 01/11/2024 1110 HEALTH AND HUMAN RESOURCE CENTER INC E0305807 EAP-HR-BENEFITS $1,864.55 601343 01/18/2024 1093 HEALTHPOINTE MEDICAL GROUP INC 42612-4200380 VIED EMPLOYMENT SCREENING: HR $165.00 301329 01/18/2024 1083 HINDERLITER DE LLAMAS & ASSOC SIN034662 SALES TAX CONSULTING: TRANSACTION TAX (OCT-DEC) $300.00 301330 01/18/2024 1192 HOME DEPOT 3973500 SUPPLIES: FACILITIES MAINT: PW $86.66 301330 01/18/2024 1192 HOME DEPOT 4354608 MISC SUPPLIES: THEATER: TCSD $194.66 301330 01/18/2024 1192 HOME DEPOT 0294324 SUPPLIES: TRAFFIC & STREETS: PW $364.95 601344 01/18/2024 2564 INLAND FLEET SOLUTIONS INC 6874 VEHICLE AND EQUIPMENT REPAIR, STREET MAINTENANCE $233.88 301270 01/11/2024 1921 INSIGHT PUBLIC SECTOR INC 1101113865 TV REPLACEMENT: CITY HALL $7,102.94 301332 01/18/2024 3035 INTERFLEX PAYMENT LLC Ben349951 CHILD CARE REIMBURSEMENT FSA PAYMENT $24,164.65 601345 01/18/2024 1719 JACOBS HOUSE INC Ben349939 EMPLOYEE CHARITY DONATIONS $40.00 601279 01/11/2024 1660 JOE RHODES MAINT SERVICE INC B1348 FUEL PUMP REPAIR: STATION 92 $706.43 601401 01/25/2024 1660 JOE RHODES MAINT SERVICE INC CO26 FUEL PUMP REPAIR: STATION 84 $359.80 301334 01/18/2024 3513 JORDAN SHEREEN Refund: 63940076 REFUND: WATER SAFETY: TCSD $150.00 601346 01/18/2024 2475 1P HANDMADE CORP 68529 BUSINESS CARDS: PW LAND DEV $154.26 601346 01/18/2024 2475 JP HANDMADE CORP 68528 BUSINESS CARDS: PW LAND DEV $87.14 601346 01/18/2024 2475 JP HANDMADE CORP 68572 CC BUSINESS CARDS: CM $111.21 601347 01/18/2024 1090 KEYSER MARSTON ASSOCIATES INC 0038335 KMA SB-9 FISCAL ANALYSIS : LR22-0158 $7,611.25 601402 01/25/2024 1090 KEYSER MARSTON ASSOCIATES INC 0038409 KMA SB-9 FISCAL ANALYSIS: LR22-0158 $2,235.00 601403 01/25/2024 1975 KRACH BREE B 200139 KAREL LINDEMANS MEMORIAL BRIDGE SIGN: PW $2,390.33 601403 01/25/2024 1975 KRACH BREE B 200136 SIGN/PLAQUE: CITY CNL $479.59 301335 01/18/2024 1136 LAKE ELSINORE ANIMAL FRIENDS DEC'23 DEC'23 ANIMAL CONTROL SERVICES $10,762.50 301336 01/18/2024 2177 LANDSCAPE STRUCTURES INC INV-137823E PLAYGROUND EQUIP ENHANCEMENT -LONG CANYON PRK $228,736.00 301272 01/11/2024 3517 EE # 467 Comptr Loan Prgm COMPUTER LOAN PROGRAM $2,000.00 601348 01/18/2024 1050 LEIGHTON AND ASSOCIATES INC 60907 GEOTECHNICAL SVCS: CRC GW TESTING $4,800.00 601349 01/18/2024 1320 LIEBERT CASSIDY WHITMORE 254045 ATTORNEY SERVICES: HR $13,762.50 601349 01/18/2024 1320 LIEBERT CASSIDY WHITMORE 253574 ATTORNEY SERVICES: HR $1,020.00 601280 01/11/2024 1216 LIFE ASSIST INC 1389710 PARAMEDIC PROGRAM SUPPLIES: MEDIC $1,888.88 601280 01/11/2024 1216 LIFE ASSIST INC 1389711 PARAMEDIC PROGRAM SUPPLIES: MEDIC $802.90 601280 01/11/2024 1216 LIFE ASSIST INC 1385302 PARAMEDIC PROGRAM SUPPLIES: MEDIC $1,163.08 601280 01/11/2024 1216 LIFE ASSIST INC 1385203 CPR PROGRAM SUPPLIES: MEDIC $1,748.49 601350 01/18/2024 3353 LOAMIC BUILDERS INC 1 PW22-17 ADD'L STREETLIGHTS: MORENO & MERCEDES ST $101,680.00 601351 01/18/2024 3353 LOAMIC BUILDERS INC 1 PW23-17 CITYWIDE CONCRETE REPAIRS $18,526.00 301372 01/25/2024 3198 LOOMIS ARMORED US LLC 13399948 ARMORED CAR SVCS: FINANCE $1,150.54 301372 01/25/2024 3198 LOOMIS ARMORED US LLC 13408381 ARMORED CAR SVCS: FINANCE $46.09 301337 01/18/2024 3344 LOVE PRODUCTIONS RECORDS LLC Ck Req O1/08/24 PERFORMING ARTS AGREEMENT 2-10 $8,000.00 601367 01/18/2024 3218 LUCAS PRETI 2401A VIDEOGRAPHY PRODUCTION $20,200.00 301273 01/11/2024 1302 M AND 1 PAUL ENTERPRISES INC 123123 City of Temec JUMPER GAME RENTALS- SPECIAL EVENTS $995.00 301274 01/11/2024 1806 M C I COMM SERVICE DEC 7DK89878 DEC 7DK89878 XXX-0714 USAGE MALL PD $37.22 301274 01/11/2024 1806 M C I COMM SERVICE DEC 7DK90589 DEC 7DK90589 XXX-3046 GEN USAGE $35.99 601352 01/18/2024 3313 MAHMOOD MADIHA 12/27/23 PERFORMING ARTS AGREEMENT $300.00 301338 01/18/2024 1224 MAIN STREET SIGNS 43530 MISC SIGNS: FACILITIES: PW $3,365.81 301338 01/18/2024 1224 MAIN STREET SIGNS 43528 VARIOUS SIGNS & SUPPLIES: STREET MAINT $325.43 301338 01/18/2024 1224 MAIN STREET SIGNS 43524 VARIOUS SIGNS & SUPPLIES: STREET MAINT $734.06 301338 01/18/2024 1224 MAIN STREET SIGNS 43523 VARIOUS SIGNS & SUPPLIES: STREET MAINT $358.71 301338 01/18/2024 1224 MAIN STREET SIGNS 43527 VARIOUS SIGNS & SUPPLIES: STREET MAINT $717.10 301338 01/18/2024 1224 MAIN STREET SIGNS 43531 VARIOUS SIGNS & SUPPLIES: STREET MAINT $3,257.06 301338 01/18/2024 1224 MAIN STREET SIGNS 43525 VARIOUS SIGNS & SUPPLIES: STREET MAINT $163.07 301338 01/18/2024 1224 MAIN STREET SIGNS 43526 VARIOUS SIGNS & SUPPLIES: STREET MAINT $1,130.46 301338 01/18/2024 1224 MAIN STREET SIGNS 43529 VARIOUS SIGNS & SUPPLIES: STREET MAINT $1,734.56 601353 01/18/2024 3031 MAKELELE SYSTEMS LANDSCAPE & MAINTENANCI 2772 RCWD RECYCLED WATER ACCELERATE $8,600.00 601281 01/11/2024 2619 MARIPOSA TREE MANAGEMENT INC 3228 TREE TRIMMING AND REMOVAL: STA 84 & STA 92 $6,913.58 601281 01/11/2024 2619 MARIPOSA TREE MANAGEMENT INC 3227 TREE TRIMMING AND REMOVAL: STA 84 & STA 92 $3,654.36 601354 01/18/2024 2619 MARIPOSA TREE MANAGEMENT INC 3176 TREE TRIMMING: SENIOR CENTER: PW $2,425.98 601354 01/18/2024 2619 MARIPOSA TREE MANAGEMENT INC 3226 ANNUAL TREE TRIM MING,REMOVALS & PLANTING AT PARK $1,083.70 601354 01/18/2024 2619 MARIPOSA TREE MANAGEMENT INC 3232 ANNUAL RIGHT OF WAY TREE TRIMMING, REMOVALS & PLP $4,009.87 601354 01/18/2024 2619 MARIPOSA TREE MANAGEMENT INC 3231 ANNUAL TREE TRIM MING,REMOVALS & PLANTING AT PARK $1,622.08 601355 01/18/2024 2376 MARK THOMAS AND COMPANY INC 49730 1-15 CONGESTION RELIEF $1,097.58 601355 01/18/2024 2376 MARK THOMAS AND COMPANY INC 49267 1-15 CONGESTION RELIEF $3,546.95 601282 01/11/2024 2057 MDG ASSOCIATES INC 18084 MARY PHILLIPS SENIOR CENTER ENHANCEMENT $485.63 601282 01/11/2024 2057 MDG ASSOCIATES INC 18083 AMERICAN WITH DISABILITIES ACT $538.13 601356 01/18/2024 2057 MDG ASSOCIATES INC 18081 CDBG ADMINISTRATION SVCS: COMM DEV $5,420.13 601356 01/18/2024 2057 MDG ASSOCIATES INC 18082 CDBG ADMINISTRATION SVCS: COMM DEV $316.50 301275 01/11/2024 1185 MET LIFE INSURANCE COMPANY Ben349927 DENTAL PAYMENT $15,674.57 601283 01/11/2024 2042 MICHAEL BAKER INTERNATIONAL 1199181 ENGR & SURVEY SERVICES - CIP, PW17-28, ON -CALL $2,280.00 601283 01/11/2024 2042 MICHAEL BAKER INTERNATIONAL 1193159 TRAFFIC SIGNAL- PARK & RIDE AC $4,666.00 601283 01/11/2024 2042 MICHAEL BAKER INTERNATIONAL 1198890 TRAFFIC SIGNAL- PARK & RIDE ACCESS $7,800.00 601357 01/18/2024 2259 MICHELLE MEDINA 1040.1011st Half TCSD INSTRUCTOR EARNINGS $1,483.49 301339 01/18/2024 1082 MIRACLE RECREATION EQUIPMENT 869700 WINCHESTER CREEK PARK IMPROVEMENT $1,951.18 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 518810-00 ELECTRICAL SUPPLIES:TVE2 $922.77 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 518774-00 ELECTRICAL SUPPLIES: PENNY PICKLE $558.80 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 518978-00 ELECTRICAL SUPPLIES: PENNY PICKLE $20.26 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 518907-00 ELECTRICAL SUPPLIES: PENNY PICKLE $227.92 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 519019-00 ELECTRICAL SUPPLIES:TPL $33.48 601358 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 518252-00 ELECTRICAL SUPPLIES: CITY HALL $480.36 601359 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 519324-00 ELECTRICAL SUPPLIES, FACILITIES: PW $59.15 601359 01/18/2024 1241 MISSION ELECTRIC SUPPLY INC 519467-00 ELECTRICAL SUPPLIES: DUCK POND: PW $2,963.85 601405 01/25/2024 1241 MISSION ELECTRIC SUPPLY INC 519582-00 ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM $35.67 601405 01/25/2024 1241 MISSION ELECTRIC SUPPLY INC 519359-00 ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM $925.87 601405 01/25/2024 1241 MISSION ELECTRIC SUPPLY INC 519610-00 ELECTRICAL SUPPLIES: CHILDREN'S MUSEUM $22.84 601405 01/25/2024 1241 MISSION ELECTRIC SUPPLY INC 516661-00 ELECTRICAL SUPPLIES: PARKS $1,448.94 601405 01/25/2024 1241 MISSION ELECTRIC SUPPLY INC 519316-00 ELECTRIC SUPPLIES: RANCHO HIGHLANDS SLOPE: PW $13.40 601284 01/11/2024 1240 MORAMARCO ANTHONY J 2050.101 TCSD INSTRUCTOR EARNINGS $1,302.00 601360 01/18/2024 1240 MORAMARCO ANTHONY J 2050.102 TCSD INSTRUCTOR EARNINGS $759.50 601285 01/11/2024 2020 MYTHOS TECHNOLOGY INC MSP-21998 JAN-MAR MONITORING SVCS: TVE2 $450.00 301276 01/11/2024 2450 NATIONAL BUSINESS FURNITURE LLC MK599785-LES NATIONAL BUSINESS FURNITURE -AQUATICS $981.55 601361 01/18/2024 3343 NAVY LEAGUE OF THE UNITED STATES IE FY 23/24 CSF 2nd COMMUNITY SERVICE FUNDING REINVESTMENT $5,000.00 601286 01/11/2024 2578 NIEVES LANDSCAPE INC 76476 LANDSCAPE SVCS: PARKS AND MEDIANS $77,622.00 601286 01/11/2024 2578 NIEVES LANDSCAPE INC 76474 LANDSCAPE MAINTENANCE SERVICES LEVEL C SLOPES $62,010.00 601286 01/11/2024 2578 NIEVES LANDSCAPE INC 76472 LANDSCAPE SVCS: PARKS AND MEDIANS $56,141.00 601286 01/11/2024 2578 NIEVES LANDSCAPE INC 76471 LANDSCAPE SVCS: PARKS AND MEDIANS $23,159.00 601286 01/11/2024 2578 NIEVES LANDSCAPE INC 76469 LANDSCAPE SVCS: FIRE STATIONS $2,068.00 601363 01/18/2024 2578 NIEVES LANDSCAPE INC 76475 LANDSCAPE MAINTENANCE SERVICES LEVEL C SLOPES $106.00 601363 01/18/2024 2578 NIEVES LANDSCAPE INC 76537 IRRIGATION MODIFICATIONS: SENIOR CNTR GARDEN: PW $891.45 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76544 LANDSCAPE SVCS: PARKS $1,801.25 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76543 LANDSCAPE SVCS: PARKS $1,842.72 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76542 DRAIN INSTALLATION AT TVE2 $4,008.75 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76539 MEMORIAL TREE INSTALL: VARIOUS PARKS: PW $1,000.00 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76534 REMEDIAL LANDSCAPE SVCS: VARIOUS MEDIANS: PW $8,760.00 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76536 REMEDIAL LANDSCAPE SVCS: HARVESTON LAKE PARK: PW $4,600.00 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76535 LANDSCAPE ENHANCEMENT AT CIVIC CENTER $3,877.50 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76538 REMEDIAL LANDSCAPE SERVICES AT SENIOR CENTER: PW $2,654.00 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76533 REMEDIAL LANDSCAPE SERVICES AT DUCK POND $5,898.00 601362 01/18/2024 2578 NIEVES LANDSCAPE INC 76541 LANDSCAPE IMPROVEMENTS AT MURRIETA CREEK TRAIL $2,215.00 601363 01/18/2024 2578 NIEVES LANDSCAPE INC 76526 LANDSCAPE REPAIR: PW $975.00 601364 01/18/2024 1819 NPG INC 25769 STREET MAINTENANCE SUPPLIES: PW $3,066.75 601364 01/18/2024 1819 NPG INC 1122520 ASPHALT REPAIRS: VARIOUS LOCATIONS: PW $36,625.00 601364 01/18/2024 1819 NPG INC 1122519 ASPHALT REPAIRS: VARIOUS LOCATIONS: PW $42,805.00 301340 01/18/2024 1013 NUTRIEN AG SOLUTIONS INC 53072704 TOOL & EQUIP STREET MAINTENANCE $3,572.13 601365 01/18/2024 1511 NV5 INC 365906 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1265 TEMECULA VALLEY SECURITY CENTER 54686 LOCKSMITH SERVICES: FACILITY MAINTENANCE $241.43 301294 01/11/2024 1234 TEMECULA WINNELSON COMPANY 29991101 PLUMBING SUPPLIES: PARKS $1,137.80 301294 01/11/2024 1234 TEMECULA WINNELSON COMPANY 300175 01 PLUMBING SUPPLIES: PARKS $169.53 301294 01/11/2024 1234 TEMECULA WINNELSON COMPANY 300505 01 PLUMBING SUPPLIES: PW FACILITIES $46.01 301357 01/18/2024 1234 TEMECULA WINNELSON COMPANY 301243 01 PLUMBING SUPPLIES: PARKS $220.02 301295 01/11/2024 2668 THE MEADOWS INC 12/13/23 VOLUNTEER APPRECIATION DINNER: TEM SHERIFF $4,428.00 601297 01/11/2024 3351 THEATER FOUNDATION THE FY 23/24 CSF 2ND PMT COMMUNITY SERVICE FUNDING REINVESTMENT $16,250.00 301296 01/11/2024 1434 THESSALONIKA FAMILY SRVCS AKA RANCHO DAM FY 23/24 CSF COMMUNITY SERVICE FUNDING REINVESTMENT $45,000.00 301303 01/11/2024 1033 THOMSON REUTERS 849517490 SOFTWARE SUBSCRIPTION: PO $1,179.86 601298 01/11/2024 1936 TIERCE NICHOLAS NTOTTCCT-2024-01 GRAPHIC DESIGN: THEATER: TCSD $4,980.00 601299 01/11/2024 2421 TITAN RENTAL GROUP INC 47680 GENERAL: EVENT RENTALS: TEAM PACE $2,646.39 601421 01/25/2024 2421 TITAN RENTAL GROUP INC 47179 CANOPIES & EQUIP RENTAL: SPECIAL EVENTS: TCSD $959.35 601300 01/11/2024 2089 TNT ENTERTAINMENT GROUP LLC 23667 DJ/MC/SOUND SERVICES: SPECIAL EVENTS: TCSD $22,000.00 601384 01/18/2024 1152 TOP LINE INDUSTRIAL SUPPLY LLC 464622 MAINTENANCE SUPPLIES: STREET MAINTENANCE: PW $92.89 301358 01/18/2024 1362 TORRES BENJAMIN 10/20/23 VAN UPHOLSTERY REPAIR: PW FACILITIES $595.12 601385 01/18/2024 2410 EE # 534 REIMB: 10/26-10/27 REIMB: CCAC CONF: 10/26-10/27/23 $601.10 301297 01/11/2024 2006 TRAFFIC MANAGEMENT INC 1067425 TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD $30,906.75 301297 01/11/2024 2006 TRAFFIC MANAGEMENT INC 1064750 TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD $1,000.00 301297 01/11/2024 2006 TRAFFIC MANAGEMENT INC 1066304 TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD $12,400.00 301297 01/11/2024 2006 TRAFFIC MANAGEMENT INC 1050432 TRAFFIC ENGINEERING AND CONTROL PLAN: TCSD $8,400.00 601422 01/25/2024 1555 TV CONVENTION AND VISITORS BUREAU NOV'23 NOV'23 BUS. IMPRV DISTRICT ASMNTS $204,099.94 601301 01/11/2024 1876 TWM ROOFING INC 12/14/23 FIRE ROOF MAINTENANCE: FIRE STATIONS $12,850.00 601302 01/11/2024 2340 TWOS COMPANY INC 2409403 MISC SUPPLIES GIFT SHOP: TCSD $282.00 601303 01/11/2024 1003 TYLER TECHNOLOGIES INC 045-449898 FINANCIAL SOFTWARE UPGRADE: FINANCE $1,400.00 301298 01/11/2024 1350 U S BANK CM-9690 7164758 TRUSTEE ADMIN FEES:'17 BONDS $3,880.00 301359 01/18/2024 3222 ULTRA SHINE INC 1689A JANITORIAL SVCS FACILITIES MAINT $26,483.53 301359 01/18/2024 3222 ULTRA SHINE INC 1689C JANITORIAL SVCS FACILITIES MAINT: PARKS $719.83 301359 01/18/2024 3222 ULTRA SHINE INC 1750E JANITORIAL SVCS FACILITIES MAINT $881.21 301359 01/18/2024 3222 ULTRA SHINE INC 1695 CLEANING SVCS: SENIOR CENTER: PW $3,735.00 601386 01/18/2024 1432 UNDERGROUND SERVICE ALERT OF SOUTHERN CF 23-242371 DEC DIG SAFE BILLABLE TIX: PW $87.04 601386 01/18/2024 1432 UNDERGROUND SERVICE ALERT OF SOUTHERN CF 1220230743 DEC DIG SAFE BRD BILLABLE TIX: PW $230.50 301299 01/11/2024 1131 UNITED RENTALS NORTH AMERICA INC 226666421-001 FORKLIFT RENTAL, PARKING GARAGE: PW $14.31 301360 01/18/2024 1131 UNITED RENTALS NORTH AMERICA INC 228621157-001 LIGHT TOWERS FOR PW STREET MAINTENANCE $31,657.13 Check# Check Date Vendor # Vendor Invoice # Description Invoice Net 301300 01/11/2024 3498 EE # 628 12/18/23 REFUND: RFRSHMNTS: COM DEV $340.00 601387 01/18/2024 2941 VAN OTTERLOO INC 178484 VEHICLE MAINTENANCE -STREET MAINTENANCE $215.85 601423 01/25/2024 1498 VISION ONE, INC. INV-75064 TICKETING SERVICES: THEATER: TCSD $3,781.60 601304 01/11/2024 2034 WADDLETON JEFFREY L 1178 HIGH HOPES DJ SVCS: TCSD $525.00 601304 01/11/2024 2034 WADDLETON JEFFREY L 1183 HIGH HOPES DJ SVCS: TCSD $525.00 601304 01/11/2024 2034 WADDLETON JEFFREY L 1184 HIGH HOPES DJ SVCS: TCSD $525.00 301301 01/11/2024 1439 WALMART O1/03/24 MISC SUPPLIES: CRC: TCSD $97.77 301301 01/11/2024 1439 WALMART 12/06/23B MISC SUPPLIES: CRC: TCSD $217.28 301361 01/18/2024 1439 WALMART O1/05/24 MISC SUPPLIES: TVM: TCSD $93.24 301361 01/18/2024 1439 WALMART O1/12/24 HOSPITALITY SUPPLIES: THEATER: TCSD $237.47 601424 01/25/2024 1119 WATER SAFETY PRODUCTS INC F3304531 CPR SUPPLIES: AQUATICS: TCSD $1,148.41 301362 01/18/2024 1102 WAXIE SANITARY SUPPLY INC 82184534 JANITORIAL SVCS FACILITY MAINT: PW $190.53 301302 01/11/2024 2230 WEBB MUNICIPAL FINANCE LLC ARIV0000086 QTR 1 FY 23/24 CFD ADMIN SVCS $13,415.86 601388 01/18/2024 3318 WEILAND DESIGN GROUP INC 23-050 #3 LANDSCAPE CONCEPT PLAN/DESIGN: PARKS: PW $90.30 601425 01/25/2024 1782 WESTERN AV 19994 AV EQUIP:OLD TOWN & VARIOUS FACILITIES-CIP IT20-01 $1,572.53 601426 01/25/2024 1782 WESTERN AV 19960 PURCHASE AND INSTALL TV IN CLASSROOM AT MRC - CIP $6,045.84 301304 01/11/2024 2322 WEX BANK 94369921 12/07-01/06 FUEL USAGE: POLICE $2,378.42 301363 01/18/2024 2175 WHITE CAP LP 50024970481 ASPHALT SUPPLIES: STREET MAINT $510.02 301305 01/11/2024 2069 WONDER SCIENCE 1850.101-1850.102 TCSD INSTRUCTOR EARNINGS $1,568.00 301364 01/18/2024 2069 WONDER SCIENCE 1850.103-1850.104 TCSD INSTRUCTOR EARNINGS $4,060.00 Total $3,458,518.96 Item No. 4 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Adopt Resolution Approving Agreement Pursuant to Government Code Section 66462.5 Between City of Temecula and SB Altair, LLC and Brookfield Temecula, LLC Regarding Acquisition of Property Interests in Connection with Vincent Moraga Improvements PREPARED BY: Ron Moreno, Assistant Director of Public Works Anissa Sharp, Management Analyst RECOMMENDATION: That the City Council take the following actions: 1. Adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5 BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN PROPERTY INTERESTS (VINCENT MORAGA IMPROVEMENTS) 2. Authorize the City Manager to execute all necessary documents and take all steps necessary to effectuate the purposes of the Agreement. BACKGROUND: On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan #15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049, 940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007. On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company (collectively, the "Developer") are the successors to the interests of Temecula West Village, LLC in connection with the Development Agreement ("Altair Project") on that certain real property owned by the Developer and described more particularly in ATTACHMENT 1 to the Development Agreement ("Developer Property"). The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan # 15 and the Development Agreement, including, without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44 and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping. The City originally approved the Development Agreement between the City of Temecula and Temecula West Village, LLC pursuant to Ordinance No. 18-01. The Development Agreement was recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. Developer SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company and SB Altair LLC's operation manager (collectively "Developer") are the successors to certain of these approved applications for development and propose to construct the Altair Project ("Altair Project" or "Development Project"). To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to certain conditions set forth on the Final Conditions of Approval, approved by City Council at the January 9, 2018 meeting. Specifically, Condition 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain off -site public improvements in connection with the Rancho California Road and Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements"). Construction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or the City (hereby referenced as "Off -site Properties") described in the Exhibits to the attached Agreement Pursuant to Government Code Section 66462.5 Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements) ("Agreement"). The property interests required from the Off -site Properties include certain temporary construction easements, permanent easements, and right of way dedications in connection with the Vincent Moraga Improvements. Pursuant to 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 off -site 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 the necessary off -site property interests 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 interests. The City and the Developer negotiated the terms of the attached Agreement Pursuant to Government Code Section 66462.5. The Agreement includes the following terms: • It outlines the steps the City will follow to acquire the Off -site Property Interests. Under the Agreement, the City has exclusive control of the acquisition of the Off - site Property Interests, and the sole and exclusive discretion to adopt a resolution of necessity to authorize the acquisition of said property interests by eminent domain. • It provides that the City and the Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off -site Property Interests. • It provides that the Developer is solely responsible for all costs relating to the acquisition of the Off -site Property Interests. • It provides that the Developer will deposit $80,000 with the City. The City will deposit said sum in a Separate Fund that will be used towards the acquisition costs. Developer is required to maintain the balance in the Separate Fund at $20,000. • It also provides that if the Devleoper independently acquires any of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by the City, the Developer will immediately notify the City. In such case, the City will take steps to abandon all or any unnecessary part of the proceeding(s). The Developer is responsible for any and all costs relating to any such abandonment, including all costs, expenses, and/or damages related thereto, including but not limited to condemnee's recoverable costs and/or recoverable attorneys' fees under Code of Civil Procedure Seciton 1268.610 et seq. Acquisition of the specified Off -site Property Interests are necessary to construct the Vincent Moraga Improvements. FISCAL IMPACT: SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company are responsible for all of the City's acquisition costs pursuant to that certain Agreement Pursuant to Government Code Section 66462.5. ATTACHMENTS: 1. Resolution 2. Acquisition Agreement RESOLUTION NO.2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5 BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN PROPERTY INTERESTS (VINCENT MORAGA IMPROVEMENTS) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The City of Temecula (the "City") is a municipal corporation, located in the County of Riverside, State of California. B. On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan # 15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside. ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049, 940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007. C. On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals D. SB Altair, LLC, a Delaware limited liability company and Brookfield Temecula, LLC, a Delaware limited liability company (collectively, the "Developer") are the successors to the interests of Temecula West Village, LLC in connection with the Development Agreement ("Altair Project") on that certain real property owned by the Developer and described more particularly in ATTACHMENT I to the Development Agreement ("Developer Property"). E. The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan #15 and the Development Agreement, including, without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44 and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping. F. To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to certain conditions set forth on the Final Conditions of Approval, approved by City Council at the January 9, 2018 meeting. Specifically, Conditions 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain off -site public improvements in connection with the Rancho California Road and Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements"). G. Construction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or the City (hereby referenced as "Off -site Property Interests") described in the Exhibits to the attached Agreement Pursuant to Government Code Section 66462.5 Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements) ("Agreement"). The Off -site Property Interests include certain temporary construction easements, permanent easements, and right of way dedications in connection with the Vincent Moraga Improvements. H. 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 off -site 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 negotiated the terms of the attached Agreement pursuant to Government Code Section 66462.5. L 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 a city and a 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." J. Under the Agreement, the City will follow the pre -acquisition steps for acquisition of the Off -site Property Interests. The Agreement provides that the City has exclusive control of the acquisition of the Off -site Property Interests, and the sole and exclusive discretion to adopt a resolution of necessity to authorize the acquisition of said property interests by eminent domain. The Agreement also provides that the City and the Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off -site Property Interests. It provides that the Developer is solely responsible for all costs relating to the acquisition of the Off -site Property Interests. It provides that the Developer will deposit $80,000 with the City. The City will deposit said sum in a Separate Fund that will be used towards the acquisition costs. The Developer is required to maintain the balance in the Separate Fund at $20,000. It also provides that if the Developer independently acquires any of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by the City, the Developer will immediately notify the City. In such case, the City will take steps to abandon all or any unnecessary part of the proceeding. Developer is responsible for any and all costs relating to any such abandonment, including all costs, expenses, and/or damages related thereto, including but not limited to condemnee's recoverable costs and/or recoverable attorneys' fees under Code of Civil Procedure Section 1268.610 et seq. Section 2. Approval of Agreement. The City hereby approves that Government Code Section 66462.5 Agreement Between SB Altair, LLC and Brookfield Temecula, LLC and the City of Temecula for Acquisition of Certain Property Interests (Vincent Moraga Road Improvements). Section 3. City Manager Authority. The City Manager is authorized to execute the Agreement in substantially the form attached hereto to take necessary steps to effectuate the purposes of the Agreement. Section 4. 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 13t" day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk AGREEMENT PURSUANT TO GOVERNMENT CODE SECTION 66462.5 BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN REAL PROPERTY INTERESTS (RANCHO CALIFORNIA ROAD AND VINCENT MORAGA IMPROVEMENTS) This Agreement Pursuant to Government Code Section 66462.5 BETWEEN SB ALTAIR, LLC, AND BROOKFIELD TEMECULA, LLC AND CITY OF TEMECULA FOR ACQUISITION OF CERTAIN REAL PROPERTY INTERESTS (VINCENT MORAGA IMPROVEMENTS) (the "Agreement") is entered into between SB ALTAIR, LLC, a Delaware limited liability company and BROOKFIELD TEMECULA, LLC, a Delaware limited liability company (collectively hereinafter called "Developer"), on the one hand, and the CITY OF TEMECULA, a municipal corporation ("City"), on the other hand. This Agreement is effective on the date it is fully executed (the "Effective Date"). Developer and City are sometimes jointly referred to in this Agreement as the "Parties." In consideration of the Recitals below, the mutual covenants set forth in this Agreement, and for the further consideration described in this Agreement, the Parties agree as follows: 1. Recitals. The Parties hereto acknowledge and agree that this Agreement is made with respect to the following facts and purposes that each of the parties agrees to be true and correct. A. On December 12, 2017, after a duly noticed public hearing, the City Council introduced Ordinance No. 18-02 and on January 9, 2018 adopted Ordinance No. 18-02 approving the Altair Specific Plan #15 and authorizing the execution of that certain Development Agreement between the City and Temecula West Village, LLC recorded on January 30, 2018 as Document No. 2008-0036259 in the Official Records of the County of Riverside ("Development Agreement"). The approval of the development plans relating to the Altair Specific Plan and Development Agreement authorized development on approximately 270 acres generally located south and west of the intersection of Ridge Park Drive and Vincent Moraga; west of Pujol Street and Murrieta Creek and North of Santa Margarita River (collectively "Development Approvals" or "Altair Project") identified as Riverside County Tax Assessor's Parcel Numbers 922-210-049, 940-310-013, 940-310-015, 940-310-016, 940-310-044 through 9440-310-048, and 940-320-001 through 940-320-007. B. On December 12, 2017, after a duly noticed public hearing and pursuant to the California Environmental Quality Act ("CEQA"), the City Council adopted Resolution No. 17-86 certifying the Altair Specific Plan EIR for the Development Agreement, and approving a Statement of Overriding Considerations and a Mitigation Monitoring Report for the Development Approvals. C. Developer is the successor to the interests of Temecula West Village, LLC in connection with the Development Agreement on that certain real property owned by Developer and described more particularly in ATTACHMENT 1 to the Development Agreement ("Developer Property"). D. The Development Approvals included the improvement of the Developer Property in accordance with the Altair Specific Plan 415 and the Development Agreement, including, -1- without limitation, grading, the construction of infrastructure and public facilities related to certain Off -Site Improvements and On -Site Improvements as defined in sections 1.44 and 1.45 of the Development Agreement, and the construction of structures and buildings and installation of landscaping. E. To facilitate the orderly development of the Altair Project, the Development Agreement was approved subject to the construction of certain Off -Site Improvements consisting of improvements to certain portions of Vincent Moraga, Rancho California Road and Western Bypass Road. Specifically, Conditions 171, 172, 204 through 207, 211, and 212 of the Final Conditions of Approval contained a specific condition requiring Developer to construct certain Off -Site public improvements in connection with the Vincent Moraga Improvements (Project Numbers: LD23-2175) ("Vincent Moraga Improvements"): Description of Public Improvements. Complete engineering design and construct full Vincent Moraga Improvements. Condition 171. Developer, at its sole cost, shall design and improve Vincent Moraga Road to ensure that all driveways providing access from the right-of-way to adjoining properties shall be allowed for safe ingress and/or egress. Improvements may include, but not be limited to, truck deceleration, acceleration, and turn -in lanes. The improvements shall conform to the standards adopted by the City of Temecula for public roadway and rights of way consistent with the Specific Plan and the Tentative Tract Map. Condition 172. Developer, at its sole cost, shall fund the acquisition and installation of traffic signals and related roadway and right of way improvements, when warranted. The design and installation shall conform to the standards adopted by the City of Temecula, consistent with the Specific Plan and the Tentative Tract Map. Condition 204. Acquisition of right-of-way on the east side of Vincent Moraga between Felix Valdez and Rancho California Road and construction of the designed Western Bypass Corridor northbound right turn lane improvements within this road segment. Condition 205. Acquisition of right-of-way on the south side of Rancho California Road between Vincent Moraga Drive and the Murrieta Creek Bridge and construction of all intersection improvements within this road segment including an additional westbound left turn lane on Rancho California Road to Vincent Moraga Drive. Condition 206. Traffic signal and utility relocation where needed and construction of the ultimate build -out of the Rancho California Road, Diaz Road and Vincent Moraga Drive intersection. -2- Condition 207. Construction of the designed onsite Western Bypass Corridor Phase 1 improvements from the project's northern property line to the future Altair Vista intersection. Condition 211. Acquisition of right-of-way on the west side of Vincent Moraga Drive between Felix Valdez and Rancho California Road and construction of the designed Western Bypass Corridor improvements within this road segment. Condition 212. Acquisition of right-of-way on the east side and west side of Vincent Moraga Drive between Felix Valdez and Ridge Park Drive and construction of the designed Western Bypass Corridor improvements within this road segment. F. Satisfaction of the Vincent Moraga Improvements involves the acquisition of certain real property interests from nine parcels that are neither owned by the Developer or City (hereby referenced as "Off -site Property Interests"). The Off -site Property Interests required to satisfy the Final Conditions of Approval consist of certain real property interests more particularly described and depicted collectively on Exhibit 1 through Exhibit 17, which are attached hereto and incorporated herein by this reference. Developer has negotiated the acquisition of the necessary property interests from four (4) of the parcels required for the Vincent Moraga Improvements. G. 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 off -site 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 said Section 66462.5, a city and a developer may enter into an agreement to allocate the costs and responsibilities for acquisition of such off -site property. H. Developer has requested that City acquire the Off -site Property Interests pursuant to Government Code Section 66462.5 or waive such conditions. I. Developer has provided credible evidence that Developer has made a good faith effort to acquire the Off -site Property Interests but has been unable to do so by negotiated purchase. J. City is authorized to acquire property by eminent domain for public use, namely for public street purposes and all uses necessary or convenient thereto, pursuant to Section 19 of Article 1 of the California Constitution, Government Code Sections 37350, 37350.5, 37351, 37353, 40401, and 40404, Code of Civil Procedure Section 1230.010 et seq., and 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 a city and a 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 -3- 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." K. City must comply with the Relocation Assistance Act, Government Code Section 7260 et seq., and the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.), and their implementing regulations, in acquiring property for public improvements ("Public Land Acquisition Statutes"). L. To facilitate the satisfaction of the condition of approval, City and Developer now mutually desire to enter into this Agreement under Government Code Section 66462.5 concerning acquisition of the Off -site Property Interests and to allocate responsibility between the respective Parties. M. This Agreement is solely made in furtherance of the authority granted under Government Code Section 66462.5. The Parties recognize that City cannot exercise its power of eminent domain until City has satisfied all legally required preconditions under the Public Land Acquisition Statutes, including the adoption of a Resolution of Necessity by the City Council in accordance with applicable law. This Agreement is neither a commitment nor an announcement of an intent by City to acquire any or all of the Off -site Property Interests that may be identified in this Agreement. In the event the City Council, in its sole discretion, adopts a Resolution of Necessity after the required public hearing authorizing the acquisition of the Off -site Property Interests by eminent domain, and elects to commence an eminent domain proceeding, then City will cause the eminent domain proceeding for the acquisition of the Off -site Property Interests (whether fee, leasehold, easement, or otherwise) in and to the Off -site Property Interests to be filed and expeditiously processed to completion by and through the use of City's power of eminent domain. 2. City Acquisition of Off -site Property Interests. A. Developer agrees that City will exercise exclusive control of the acquisition of the Off -site Property Interests and, if necessary, any eminent domain proceeding filed to acquire the Off -site Property Interests. B. Subject to Developer's timely and continuous performance of all elements of this Agreement, City will proceed with the following steps in connection with the proposed acquisition of the Off -site Property Interests: (1) City will obtain an appraisal of the Off -site Property Interests in accordance with the requirements of the Public Land Acquisition Statutes. (2) City will, in good faith, negotiate with the current owners of the Off -site Property Interests to attempt to acquire the Off -site Property Interests without the necessity of an eminent domain proceeding. M (3) If such negotiations prove unsuccessful, City Staff will schedule a hearing for the City Council to consider the adoption of a resolution of necessity for acquisition of the Off - Site Property Interests in accordance with applicable law. The City Attorney's Office will file condemnation proceedings for the purpose of acquiring the Off -site Property Interests by eminent domain if. (1) the City Council, in its sole and exclusive discretion, determines that the City has complied with the Public Land Acquisition Statutes; (2) the City Council considers all of the facts presented at any hearing scheduled for the consideration of the adoption of a resolution of necessity; (3) the City Council, in its sole and exclusive discretion, makes the findings necessary for adoption of a resolution of necessity under the Eminent Domain Law; and (4) the City Council, in its sole and exclusive discretion, determines to adopt a resolution of necessity by the required votes. (4) If the City Council adopts a resolution of necessity, the City Attorney's office will file, on behalf of the City, an eminent domain proceeding promptly following the adoption of such resolution of necessity and will diligently prosecute such proceeding. C. City and Developer will cooperate with each other in connection with the acquisition process and keep each other fully advised of the progress of the acquisition of the Off - site Property Interests. D. Developer agrees that City will exercise exclusive control of the acquisition of the Off -site Property Interests and, if necessary, any eminent domain proceeding filed to acquire the Off -site Property Interests, including but not limited to, exclusive control regarding the selection of consultants, experts, litigation, and settlement. Notwithstanding the foregoing, Developer shall be presented with any settlement demand provided by any party associated with the Off -site Property Interests., and City shall reasonably consider Developer's input on whether to accept any such settlement demand. E. Developer agrees that the City Attorney's Office and any experts or consultants retained on behalf of City in connection with any such eminent domain proceeding do not represent Developer in any capacity and further that Developer is not a third -party beneficiary. F. The Parties further agree that this Agreement can be terminated by City if the court determines in any condemnation proceeding that City does not have the right to take the Off -site Property Interests by eminent domain in accordance with the Eminent Domain Law, or if City determines, in its sole and exclusive discretion, not to adopt a resolution of necessity. 3. Developer Responsible for All Costs of Acquisition. Developer is solely responsible for all actual direct and indirect out-of-pocket costs (indirect costs shall include, for example, postage and other miscellaneous expenses, but shall not include items such as overhead, salaries, or other ordinary costs of doing business) of the Off -site Property Interest acquisitions, which include, but are not limited to, the costs of title reports and/or litigation guarantees, appraisal costs, litigation expenses, costs for experts and consultants, court costs, attorneys' fees, deposits necessary to take immediate possession of the Off -site Property Interests, deposits reflecting settlement of any suit filed by the City pursuant to a stipulation for entry of judgment and final order of condemnation or settlement agreement, compensation required by a jury verdict as to the value of said Off -site Property Interests, payments for land and improvements on the land, severance damages, fixtures -5- and equipment payments, payments for loss of business goodwill, relocation benefits, precondemnation damages, relocation expenses, abandonment costs or damages, the statutory costs and litigation expenses of the owners of the Off -site Property Interests authorized by the Eminent Domain Law and Public Land Acquisition Statutes, and any and all fees, costs, and expenses arising from or related to any of the foregoing items, actions, and proceedings. The City's attorneys, paralegals, and other legal staff or consultants shall not charge Developer a higher hourly rate than what the City is charged for similar work. 4. Limitations on City's Ability to Acquire Of -site Property Interests; Time Waiver. The Parties hereto recognize that if the City Council, in its discretion, adopts a resolution of necessity or resolutions of necessity and authorizes the filing of an eminent domain proceeding, City may not be able to obtain title to the Off -site Property Interests within the time set forth in Government Code Section 66462.5. In recognition of this potential circumstance, the Parties hereby waive the time requirements for action by City as set forth in Government Code Section 66462.5. 5. Deposit of Costs. Concurrently with the execution of this Agreement, Developer will deliver to City the sum of $80,000 (Eighty Thousand Dollars). City agrees to deposit said sum in a separate City account ("Separate Fund") and to use the principal sum, and any interest earned thereon, in furtherance of satisfying the costs specified in this Agreement. A. City will, on a monthly basis, or as often as City deems necessary, provide Developer with an accounting of disbursements from the Separate Fund established pursuant to this Section. In the event disbursements reduce the balance of the fund to $5,000 (Five Thousand Dollars) or less, Developer, within ten (10) business days following a written request by City, will deliver to City such additional monies as are necessary to maintain the balance in the separate fund at $20,000. B. Developer agrees to deliver to City, promptly upon demand by City, the entire amount City determines is required by the Eminent Domain Law ("Deposit Amount"), which amount City will deposit with the State Condemnation Fund under Code of Civil Procedure Section 1255.010 et seq. if City and Developer agree that City should seek prejudgment possession of the Off -Site Property Interests. The Deposit Amount may be paid from the Separate Fund, subject to the terms of 5.A above. If during the course of the eminent domain proceeding, City's expert valuation witness or the court determines that the fair market value of the Off -site Property Interests is higher than the Deposit Amount, Developer will deliver this additional amount to City for deposit in the Separate Fund upon ten (10) business days following a written request by City or as ordered by any court of competent jurisdiction. City will promptly deposit this additional amount with the State Condemnation Fund or as ordered by the court. C. If for any reason Developer fails to maintain the Separate Fund balance referenced in this Section, or fails to provide the monies as required herein, City may utilize and draw down all or any portion of the improvement security deposited with City to ensure completion of the Vincent Moraga Improvements to pay any of the costs and expenses referenced herein for acquisition of the Off -site Property Interests. City will not commence any activity under or in furtherance of this Agreement until Developer provides City and City agrees with and approves a written acknowledgment from both the Developer and the person, firm, or entity who has provided the referenced security that: (i) City may make a demand on the security for the purposes described in this Agreement; (ii) the surety will promptly pay such monies to City upon City's demand. D. When any and all eminent domain proceedings that were commenced pursuant to this Agreement are concluded, City will remit to Developer the balance of the Separate Fund within sixty (60) days after full payment of just compensation, costs, and all applicable litigation expenses have been made in connection with the acquisition of said Off -site Property Interests. In addition, City will expeditiously withdraw any funds remaining on deposit with the State Condemnation Fund if any eminent domain proceeding is dismissed or abandoned. In the event Developer contests any portion of the final accounting, the Parties shall work together in an effort to resolve the issues raised within thirty (30) days from the transmittal of the objection by Developer. If the Parties are unable to resolve the issues concerning the final accounting, the Parties agree to participate in at least one mediation session within ninety (90) days of the transmittal of the written objection by Developer before filing any lawsuit. Unless otherwise agreed upon, the costs of any such mediation shall be the sole responsibility of Developer. 6. Developer Acquisition of Off -Site Property Interests. If Developer should independently acquire all or any portion of the Off -site Property Interests by negotiated purchase after an eminent domain proceeding is filed by City, Developer will immediately notify City of the acquisition. In such case, City will move to abandon or otherwise cooperate in the dismissal of all or any unnecessary part of the eminent domain proceeding relating to any portion of the Off - site Property Interests acquired by Developer by negotiation when title to said property is vested in Developer or City. If a complete or partial abandonment is filed, Developer will bear any and all costs, expenses, and/or damages related thereto, including, but not limited to, any condemnee's recoverable costs and/or recoverable attorneys' fees pursuant to Code of Civil Procedure Section 1268.610 et seq. 7. Miscellaneous. A. 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 (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (b) one (1) 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, CA 92590 Attention: City Manager Copy to: RICHARDS, WATSON & GERSHON 350 South Grand Avenue, 37th Floor Los Angeles, CA 90071 Attention: Peter M. Thorson, City Attorney Developer: SB ALTAIR, LLC -7- Copy to: -.ZZeo 5F'-4 Z!o Attention: Grp• rev[ and BROOKFIF..LD TEMECULA LLC Attention: orc..-'v �.y NOSSAMAN LLP 18101 Von Karman Ave., Suite 1800 Irvine, CA 92612 Attention: Brad Kuhn B. Further Cooperation. Each party to this Agreement agrees to cooperate by performing any further acts and by executing and delivering any and all additional monies, items, or documents which may be reasonably necessary to carry out the terms and provisions of this Agreement, and each party to this Agreement agrees that it will not act in any manner whatsoever which would hinder, impede, interfere, or prohibit, or make more onerous or difficult the performance of the other party hereto under this Agreement. C. Amendments. Any amendments to this Agreement will be effective only by a writing executed by the Parties to this Agreement. D. Governing Law. This Agreement is deemed to have been prepared by each of the Parties hereto, and any uncertainty or ambiguity herein will not be interpreted against the drafter, but rather, if such uncertainty or ambiguity exists, will be interpreted according to the applicable rules of interpretation of contracts under the laws of the State of California, and not the substantive law of another state or the United States or federal common law. This Agreement will be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties will be governed by, and construed and enforced in accordance with, the laws of the State of California. E. Entire Agreement. This Agreement contains the entire agreement between the City and Developer regarding the subject matter of this Agreement. F. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, successors -in -interest, and assigns of the Parties hereto. G. Counterparts, Facsimile and Electronic Signatures, This Agreement may be executed in whole or in counterparts, which together will constitute the entire Agreement. Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered. H. Legal_ Representation. Each of the Parties acknowledge that in connection with the negotiation and execution of this Agreement, they have each been represented by independent counsel of their own choosing and the Parties executed this Agreement after review by such independent counsel. The Parties further acknowledge that, prior to executing this Agreement, each of the Parties has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters that are the subject of said Agreement. I. Attorneys' Fees. If either of the Parties 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. J. 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. K. No Agency or Joint Venture. The terms and provisions of this Agreement will not cause the Parties hereto or any of each Parties' agents, consultants, contractors, or other providers of professional services to be construed in any manner whatsoever as partners, joint venturers, or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge, or expense of the other party to this Agreement. L. Time of Essence. Time is expressly made of the essence of each and every provision of this Agreement. M. Remedies. No remedy or election hereunder will be deemed to be exclusive but will, wherever possible, be cumulative with all other remedies at or in equity. N. Venue. Venue for any action arising directly or indirectly under this Agreement will be in the Superior Court of Riverside County, California. [SIGNATURES ON NEXT PAGE] 562 IN WITNESS WHEREOF, the Parties hereof have executed and entered into this Agreement as of the date set forth below. Developer SB ALTAIR, LLC, a Delaware limited liability company By: BROOKFIELD TEMECULA LLC a Delaware limited liability company Its: Operations Member 1-7,3-2,4 By: (" - --- Nicole Burdette Title: President ent DEVELOPER'S SIGNATURES MUST BE NOTARIZED CITY OF TEMECULA, a municipal corporation Date: By: James Stewart e4wa", Mayor Attest: Randi Johl, City Clerk Approved as to form: Peter M. Thorson, City Attorney ACKNOWLEDGMENT 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 On j 0 nM M 9-1) 1202 before me, YU pN PA _r NUM IM... PMM i C (insert name a d title of the icer) 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. JENNA MW PAPA WITNESS my and and official seal. Notary Public - California Orange County Commission N 2370117 *my Comm. Expires Aug 7, 2029 EXHIBIT 1 EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 1 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD AND VINCENT MORAGA DRIVE BEING A PORTION OF PARCEL 1 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1, BEING THE BEGINNING OF A 1499.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15°29'50" EAST (SOUTH 15°29'26" EAST PER SAID PARCEL MAP 12549); THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1 AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 07028" 5" A DISTANCE OF 195.45 FEET TO THE EASTERLY LINE OF VINCENT MORAGA DRIVE AS DEDICATED TO PUBLIC USE PER SAID PARCEL MAP; THENCE LEAVING SAID NORTHERLY LINE ALONG SAID EASTERLY LINE SOUTH 41 °05'49" WEST, 34.16 FEET; THENCE SOUTH 06°55'41" EAST, 204.41 FEET TO A POINT IN THE NORTHERLY LINE OF FELIX VALDEZ AVENUE AS DEDICATED TO PUBLIC USE PER SAID PARCEL MAP; THENCE LEAVING SAID EASTERLY LINE ALONG SAID NORTHERLY LINE SOUTH 51055'41" EAST, 22.63 FEET; THENCE NORTH 83004'19" EAST, 9.26 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 51055'41" WEST, 32.90 FEET TO A LINE LYING 2.00 FEET EASTERLY OF AND PARALLEL WITH SAID EASTERLY LINE OF VINCENT MORAGA DRIVE; THENCE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 125.19 FEET TO THE BEGINNING OF A 1240.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE LEAVING SAID PARALLEL LINE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02056'28" A DISTANCE OF 63.65 FEET; THENCE NORTH 38049'17" EAST, 36.19 FEET TO THE BEGINNING OF A 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY AND LYING 6.00 FEET SOUTHERLY OF AND CONCENTRIC WITH SAID NORTHERLY LINE OF PARCEL 1, A RADIAL LINE TO SAID POINT BEARS SOUTH 08°10'50" EAST; THENCE EASTERLY ALONG SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF PAGE 1 OF 2 M:\2591\15\Legal Descriptions\A08 PCL 1 ROW MANDERSCHEID FAMILY TRUST.docx EXHIBIT 1 07016'57" A DISTANCE OF 191.29 FEET TO THE EASTERLY LINE OF SAID PARCEL 1; THENCE LEAVING SAID CONCENTRIC CURVE ALONG SAID EASTERLY LINE NORTH 06056'59" EAST A DISTANCE OF 6.07 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 2,053 SQUARE FEET (0.047 ACRES), MORE OR LESS. Ir-3-ZvZ3 JIM J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. y�0 LAND3. SCR 0 L.S.8483 OF CAL1 PAGE 2OF2 M:\2591\15\Legal Descriptions\A08 PCL 1 ROW MANDERSCHEID FAMILY TRUST.docx EXHIBIT 1 EXHIBIT B -MAP SHEET 1 OF 2 PERMANENT STREET EASEMENT VICINITY MAP �AA& NOT TO SCALE 15 N SITES RIDGE PARK ,OQ DRIVE F1�L1X T M CU EZ WNCENT MORAGA AVE DRIVE LEGEND ®AREA OF RIGHT OF WAY DEDICATION AREA=2, 053 SQ. FT. (0.047 ACRES), MORE OR LESS. 0 SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT PER INST. NO. A 53382 REC. 412611973, O.R. Q UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO. 25891 REC. 21711980, O.R. A MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R. EASEMENT FOR CONSTRUCTION AND MAINTENANCE RESERVED BY KAISER D DEVELOPMENT COMPANY PER INST. NO. 84-236042 REC. 7013111984, O.R. QEASEMENT FOR ELECTRICAL FACILITIES TO SOUTHERN CALIFORNIA EDISON E COMPANY PER INST NO. 85-202439 REC, 91911985, O.R. QEASEMENT FOR UTILITY PIPELINES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO. 2015-0535943 REC. 1211012015, O.R. P.O.B. POINT OF BEGINNING ( ) INDICATES RECORD INFORMATION PER PM 12549. THE LOCATIONS OF THE FOLLOWING EASEMENTS CANNOT BE DETERMINED FROM RECORD INFORMATION AND ARE NOT PLOTTED HEREON: EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14. BASIS OF 8F_ARINGS BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON LAND N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S.8483 HUNSAKER - 2C� �� � A A SANS DOI E G O,INC. SCIATS~M4'. ELMORE _____T-^-^—DATE r� of DA%-tF�� 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R: \ 1745\&Map\Easements\Offsite ROW\EX Manderscheid Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 F.Tii H RIT 1 Y 13' NO8°01'351 a � oI nl Cl) m I im m C� Ii — xl -U1 I � 48� sv m II I a I ❑ to I I , HUNSAKER 1 & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 EXHIBIT B -MAP PERMANENT STREET EASEMENT 1 Ln 0 I A ROAP,--- lag C_AL1005029 9�2s"W(R)) PER F CEIR} DEDICATED 1y�51 ~\ _ - A C ■ � usc— r- ��6�7-4 �5 0 .R L, 1 FM ,2549 L112' `xi4.11 SHEET 2 OF 2 �r �.01 Jrrr r rr \N 15"27'47"W2� W Li y. AV _IX VALDE� ER— � — 92s. F+' �'�' — PAR�t�AP 12549. — DEDICATED PER15 0 50 100 150 SCALE 1" =50' R. \ 1745 \&Map \Easements \Offsite ROW\EX Manderscheid Acquisition Exhibit SHT 02.dwg EXHIBIT 1 EXHIBIT 2 EXHIBIT A- LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 1 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 1 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 1; THENCE ALONG THE EASTERLY LINE THEREOF; SOUTH 06056'59" EAST A DISTANCE OF 6.07 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15027'47" EAST; THENCE LEAVING SAID EASTERLY LINE AND WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 07°16'57" A DISTANCE OF 191.29 FEET; THENCE SOUTH 38149" 7" WEST, 36.19 FEET TO THE BEGINNING OF A NON -TANGENT 1240.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 86°00'47" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02056'29" A DISTANCE OF 63.66 FEET; THENCE SOUTH 06°55'41" EAST, 125.19 FEET; THENCE SOUTH 51 °55'41" EAST, 27.58 FEET; THENCE NORTH 06°55'41" WEST, 10.03 FEET; THENCE SOUTH 83'04'19" WEST, 2.50 FEET; THENCE NORTH 06°55'41" WEST, 62.00 FEET; THENCE NORTH 83°04'19" EAST, 7.50 FEET; THENCE NORTH 06°55'41" WEST, 57.25 FEET; THENCE SOUTH 83°04'19" WEST, 14.50 FEET; THENCE NORTH 06055'41" WEST, 13.75 FEET TO THE BEGINNING OF A NON -TANGENT 61.50 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 51026'38" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 27023'26" A DISTANCE OF 29.40 FEET; THENCE NORTH 81 °21'26" EAST, 2.02 FEET; THENCE NORTH 09°52'58" WEST, 2.73 FEET; THENCE SOUTH 83051'46" WEST, 1.50 FEET; THENCE NORTH 06°21'48" WEST, 3.54 FEET; THENCE NORTH 83°03'44" EAST, 1.56 FEET; THENCE NORTH 06°56'16" WEST, 1.92 FEET TO THE BEGINNING A 55.00 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE PAGE 1 OF 2 M:\2591\15\Legal Descriptions\Private TCE\A08 PCL 1 TCE MANDERSCHEID FAMILY TRUST.docx THROUGH A CENTRAL ANGLE OF 59058'41" A DISTANCE OF 57.57 FEET; THENCE NORTH 53002'25" EAST, 2.33 FEET; THENCE NORTH 61 °21'58" EAST, 5.32 FEET; THENCE NORTH 70032'22" EAST, 7.77 FEET; THENCE NORTH 80007'15" EAST, 34.80 FEET; THENCE NORTH 79015-39" EAST, 48.84 FEET; THENCE NORTH 78°30'44" EAST, 15.16 FEET; THENCE NORTH 7702352" EAST, 16.96 FEET; THENCE NORTH 75018'34" EAST, 15.93 FEET; THENCE NORTH 75016'28" EAST, 34.25 FEET; THENCE NORTH 16034'57" WEST, 0.58 FEET; THENCE NORTH 73031'46" EAST, 2.40 FEET; THENCE SOUTH 16020'53" EAST, 0.38 FEET; THENCE NORTH 74010'06" EAST, 5.54 FEET TO THE EASTERLY LINE OF SAID PARCEL 1; THENCE LEAVING SAID EASTERLY LINE NORTH 06°56'59" EAST, 2.26 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 3,574 SQUARE FEET (0.082 ACRES), MORE OR LESS. / /-9 - Zoz3 MY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 2OF2 LAND 5�4 L.S.8483 0r CA\ L M:\2591\15\Legal Descriptions\Private TCE\A08 PCL 1 TCE MANDERSCHEID FAMILY TRUST.docx EXHIBIT B -MAP SHEET 1 OF 3 SHEETS TEMPORARY CONSTRUCTION EASEMENT VICINITY MAP LEGEND NOT TO SCALE 15 AREA OF TEMPORARY CONSTRUCTION ® EASEMENT AREA = 3,574 SQ. FT. (0.082 ACRES), MORE OR LESS. N a P.O.C. POINT OF COMMENCEMENT SITE �T.P.O.B. TRUE POINT OF BEGINNING cai]FBMS OF BEARINGS -� L J BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE RIDGE PARK O\D COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH DRIVE FELIX WN 2010.0000), BASED LOCALLY ON N.G.S. CORS STA110NS VAL EZ ECU "BILL" AND "P474" DISTANCES DERIVED FROM THE WNCENT MORAGA COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, DRIVE AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 CURVE TABLE DELTA RADIUS LENGTH Cl 59'58'41" 55.00' 5Z57' 0 50 100 150 SCALE 1" =50' �A ROAD P 0 G pRCEL OEO I CA �Eo P�� � 191.29' o R-1505 p0 L �0 s tea. _ 's- 4�1 p=07'1-6 57 ��V V M znL m r� 1(n r`i w � SEE DETAIL "B' SHEET 3 ---R=61.50' L=29.40' 6-27023'26" �6'3a"� q m OOV �w .� �V W WZ 00� �o . W m 00 � r'i mm m 1 PIS/1 l � �r� J T. �AP.O.B.. y6 2.26� 15°27'47"W R) 1_ � � Ln Lwz P I 0 Us 0) � Z t'sC m 01 InIco NI �I �I SEE SHEET 2 w SAND L.S.8483HUNSAKER & ASSOCIATESDATE F o 1F� SAN DIEGO, INC. F CAS 9707 Waples Street (858)558-4500 P.L. S. N0. 8483 San Diego, CA 92121 R:\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT O1.dwg w.o. 2591-0015 EXHIBIT B -MAP SHEET 2 OF 3 SHEETS TEMPORARY CONSTRUCTION EASEMENT I I I v � a� I y � o I � � r d N I Ln 33'- I 35' I HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 SEE SHEET 1 N51'zs'3�"EM ��No65541 W �4 504'19 0 20 40 60 SCALE 1" =20' 1 FAIJ 12549 N83 �04'1911E 7.50 19"E Np 035141 W S� VALDEz AVENUE FRA)k 12549. ' DEDICATED PER PARCEL MAP w R.\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT 02.dwg EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT i y i HUNSAKER ` & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 I I DETAIL "A" NO SCALE SHEET 3 OF 3 I N06056'16'W 1.92' I N63003'440E 1.56' I N06021'48"W 3.54' I N83051'46"E 1.50' PM 12 54 9 N09'52'58"W 2.73' I N81 '21'260E I I 2, 02' I IN78650'04"E R I DETAIL "B" NO SCALE R.\1745\&Map\Easements\Private TCE\EX Manderscheid Acquisition Exhibit SHT 03.dwg EXHIBIT 3 EXHIBIT A— LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 2 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD THE NORTHERLY 6.00 FEET OF PARCEL 2 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 74 OF PARCEL MAPS, PAGES 84 THROUGH 89, INCLUSIVE, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,016 SQUARE FEET (0.023 ACRES), MORE OR LESS. JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. LAND SUR �w ] E4M 1- L.S. 8483 OF PAGE 1 OF 1 M:\2591\15\Legal Descriptions\A03 PCL 02 ROW SPX INVESTMENT LLC.docx EXHIBIT 3 LEGEND F77 EXHIBIT B —MAP PERMANENT STREET EASEMENT AREA OF RIGHT OF WAY DEDICATION ARE4=1,016 SQ. FT. (0.023 ACRES), MORE OR LESS. SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT PER INST. NO, 53382 REC. 412611973, O.R. 0 DRAINAGE EASEMENT OFFERED TO THE COUNTY OF B RIVERSIDE AND REJECTED PER PM 12549. 0 UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO, 25891 REC. 21711980, O.R. SITE RIDGE PARK DRIVE MAINTENANCE EASEMENT PER INST. NO.83463 REC. WNCENT MORAGA DRIVE D 412311984, O.R. VICINITY MAP QEASEMENT FOR CONSTRUCTION AND MAINTENANCE NOT TO SCALE E RESERVED BY KAISER DEVELOPMENT COMPANY PER INST. NO. 85-87772 REC. 412611985, O.R. THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14 CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. NI A RpAD r _ CAS,,IF0 - / g�N Cep , � 1 f� 2 PM 1254J 0 50 100 150 SCALE 1 " = 50' BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS �p LAND SG STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 ; L.S.8483 HUNSAKER & ASSOCIATES __��_�__A*e S A N D I E G 0, INC. IMMY J. ELMORE DATE rfi OE cp,%- � 9707WaplesStreet (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R:\ 1745\&Map\Easements\Offsite ROW\EX SPX Acquisition Exhibit,dwg mo. 2591-0015 EXHIBIT 3 .EXHIBIT 4 EXHIBIT A— LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 2 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 2 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 2; THENCE ALONG THE WESTERLY LINE THEREOF SOUTH 06056'59" EAST (NORTH 06056'07" WEST PER SAID PARCEL MAP 12549) 6.07 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 15027'47" EAST; THENCE LEAVING SAID WESTERLY LINE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 06027'59" A DISTANCE OF 169.86 FEET TO THE EASTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID EASTERLY LINE, SOUTH 17105'56" EAST, 2.47 FEET; THENCE LEAVING SAID EASTERLY LINE, SOUTH 681146'28" WEST, 53.07 FEET; THENCE SOUTH 70033'06" WEST, 38.26 FEET; THENCE SOUTH 73003'55" WEST, 43.60 FEET; THENCE SOUTH 74010'06" WEST, 35.35 FEET TO THE WESTERLY LINE OF SAID PARCEL 2; THENCE ALONG SAID WESTERLY LINE, NORTH 06056'59" WEST, 2.26 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 427 SQUARE FEET (0.010 ACRES), MORE SS. l �-9-2023 JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. LAND sUR v � ^tip ern A L.S. 8483 y.►� eA vF CA%, PAGE 1 OF 1 M:\2591\15\Legal Descriptions\Private TCE\A03 PCL 02 TCE SPX INVESTMENT LLC.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT LEGEND AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA= 427 SQ. FT. (0.010 ACRES), MORE OR LESS. P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549. lll�Q1 N "' SITE► RIDGE PARK h DRIVE FELIX VINCENT MORAGA DRIVE AVE EZ VICINITY MAP NOT TO SCALE A READ / vloopl / Ko CAL , o ` 3450^,5Rp106"E � o IN7 0,� I �UD I `"N I �a w 41 aL'i Li, 2m PM 1254 J 61 S 466 1 3 �O 0 50 100 150 SCALE 1" =50' BASIS OF BEARINGS BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM �p i AND SU (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS `y5 E RL STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S.8483 HUNSAKER �, A & ASSOCIATES _ I j =C3 -ZO ?n S A N D I E G 0, INC. JIMMY J. ELMORE DATE TF of cp,JF 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R:\ 1745\&Map\Easements\Private TCE\EX SPX Acquisition Exhibit.dwg w.o. 2591-0015 1 *41,41 1-1-opim EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 16 OF PARCEL MAP 12549 VINCENT MORAGA DRIVE BEING A PORTION OF PARCEL 16 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 16; THENCE ALONG THE WESTERLY LINE THEREOF NORTH 07056'07" WEST (NORTH 07°56'33" WEST PER SAID PARCEL MAP 12549), 511.05 FEET TO A POINT IN A NON -TANGENT 47.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 36-03-58" EAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 08046'11" A DISTANCE OF 7.19 FEET; THENCE LEAVING SAID WESTERLY LINE SOUTH 08147'21" EAST, 246.03 FEET TO THE BEGINNING OF A 4045.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 131.39 FEET; THENCE SOUTH 061155'41" EAST, 138.56 FEET TO THE BEGINNING OF A 189.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00010'32" A DISTANCE OF 0.58 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID SOUTHERLY LINE NORTH 85017'32" WEST, 7.28 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 4,395 SQUARE FEET (0.101 ACRES), MORE OR LESS. JIMMY J. ELMORE r_ze-zoz3 P. L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. LAND SCR 0 L.S.8483 OF CALZFO4 PAGE 1 OF 1 M:\2591\15\Legal Descriptions\A04 PCL 11,16 ROW KORNLAND BUILDING.docx EXHIBIT 5 LEGEND EXHIBIT B -MAP PERMANENT STREET EASEMENT SHEET 1 OF 1 LAAREA OF RIGHT OF WAY DEDICATION AREA=4,395 SQ. FT. (0.101 ACRES), MORE OR LESS. A I.O.D. FOR ROAD PURPOSES REC. 21511996 PER FILE CURVE TABLE # DELTA RADIUS LENGTH C1 1 00010'32" 189.00' 0.58' y NO. 1996-041638, O.R. y BB A' UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., I � I rya PER INST. NO. 25891 REC. 21711980, O.R. 1 ��''6,1 0 1 1 DRAINAGE EASEMENT DEDICATED PER PARCEL MAP NO. aa? J - csr � C 12549, 1 ' - yV �`-15, AD UTILITY EASEMENT RESERVED PER INST. NO. 1984-2655981 \ a B REC. 1211211984, O.R. AEASEMENT FOR SEWER FACILITIES TO EASTERN MUNICIPAL I WATER DISTRICT PER INST. NO. 1990-05636 REC. / I DI 0110511990, O.R. I I II a AEASEMENT FOR LANDSCAPE MAINTENANCE TO EASTERN II 4 F MUNICIPAL WATER DISTRICT PER INST. NO. 1991-198529 I I , 4 REC. 0611311991, O.R. �. OEASEMENT FOR SEWER FACILITIES TO EASTERN MUNICIPAL II G WATER DISTRICT PER INST. NO.2018-70929 REC. rn 0212612018, O.R. II o 16 � 39` P.O.B. POINT OF BEGINNING 71 I j -�A LAa PM 12549 w� INDICATES RECORD INFORMATION PER PM 12549. f� I � THE EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14 CANNOT BE I o b w �, DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. I I oL"- O I 10mac BASIS OF BEAR1Nt�S � j I � BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE I r- SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON 1 N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM N06°55'41low THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE I` ` 138,56' COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED ►� I I 1 E SCALE FACTOR IS 0.9999059859 I C VICINITY MAP 39' .... IPA F �- NOT TO SCALE — — B� o N85°17'32"W 7,28• G N ����,, • 0 )100 II 200 e 300 SITE RANCHO SCALE 1" =100' D LAND SO. DRIVE RIDGE PARK � !X FE!OLD C}k'���`� Lfi� VINCENT MORAGA AVE EZ ECu _;� DRIVE j HUNSAKER L.S.8483 5 s,. 1 & ASSOCIATES S A N D I E G 0, INC. -- J. ELMORE -^^ - -- DATE - 9rF j'i 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 OF cp, San Diego, CA 92121 R:\ 1745\&Map\Easements\Offsite ROW\EX Komland Acquisition Exhibit.dwg EXHIBIT 5 EXHIBIT A- LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 16 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 16 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID PARCEL 16; THENCE ALONG THE SOUTHERLY LINE THEREOF, SOUTH 85°17'32" EAST ( NORTH 85°16'07" WEST PER SAID PARCEL MAP 12549), 7.28 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A 189.00 FOOT NON -TANGENT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 83014'51" EAST; THENCE LEAVING SAID SOUTHERLY LINE AND NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00010'32" A DISTANCE OF 0.58 FEET; THENCE NORTH 06155'41" WEST 138.56 FEET TO THE BEGINNING OF A 4045.00 FOOT RADIUS CURVE CONCAVE WESTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 131.39 FEET; THENCE NORTH 08147'06" WEST, 246.04 FEET TO A POINT IN VINCENT MORAGA DRIVE AS DEDICATED PER SAID PARCEL MAP; SAID POINT BEING THE BEGINNING OF A 47.00 FOOT NON -TANGENT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 44051'50" EAST; THENCE NORTHERLY ALONG SAID VINCENT MORAGA DRIVE AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 52009'19" A DISTANCE OF 42.78 FEET TO A POINT IN THE NORTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID NORTHERLY LINE NORTH 82058'51" EAST, 28.00 FEET TO A POINT IN A 75.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 56043'28" A DISTANCE OF 74.25 FEET; THENCE SOUTH 06030'42" EAST, 9.43 FEET; THENCE SOUTH 07014'12" EAST, 63.03 FEET; THENCE SOUTH 09057'17" EAST, 4.97 FEET; THENCE SOUTH 06039'12" EAST, 17.18 FEET; THENCE SOUTH 07004'31" EAST, 32.80 FEET; THENCE SOUTH 07142'22" EAST, 27.52 FEET; THENCE 'SOUTH 07019'49" EAST, 22.20 FEET; THENCE NORTH 81012'54" EAST, 17.81 FEET; THENCE SOUTH 07020'08" EAST, 137.32 FEET; THENCE NORTH 83104'19" EAST, 5.84 FEET; THENCE SOUTH 06058'02" EAST, 74.40 FEET; THENCE SOUTH 83104'19" WEST, 15.69 FEET; THENCE SOUTH 06055'41" EAST, 87.59 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 16; THENCE ALONG SAID SOUTHERLY LINE NORTH 85017-32" WEST, 12.66 FEET TO THE TRUE POINT OF BEGINNING. PAGE 1 OF 2 M:\2591\15\Legal Descriptions\Private TCE\A04 PCL TCE 11,16 KORN LAND BUILDING.docx THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 9,799 SQUARE FEET (0.225 ACRES), MORE OR LESS. JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 2OF2 LAND SG� 0 L.S. 1 S� T r9T� OF CALZFQ� M:\2591\15\Legal Descriptions\Private TCE\A04 PCL TCE 11,16 KORNLAND BUILDING.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT LEGEND AREA OF TEMPORARY CONSTRUCTION EASEMENT SEE SHEET 2 AREA = '9, 799 SQ. FT. (0.225 ACRES), MORE OR LESS. , , x A P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549. a4SIS OF BFARIl�GS I 4p// \ �1./ 1C� a / cn BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE UN • COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2010.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE o \ COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS I I THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 I � I � i VICINITY MAP NOT TO SCALE o SITE RIDGE PARK DRIVE VINCENT MO GA DRIVE ALDEZ 0 40 80 120 SCALE 1 " = 40' 0 cn I v a I C 7.28' T.P.O.B.' SHEET 1 OF 3 N83-a4' 19"E16 5.84 s N5 6.94'19'E I —SEE DETAIL 'A" SHEET 3 N85017'32"W 130.25' (N85°16'07"W 130.00)^ V.AND SUR HUNSAKER L.S.8483 & ASSOCIATES _ __ 9707 Waple Street D I(85G O, 4 0o �JFIMMrJ.ELMORE`—�Y--Y---Y— DATE T 9TF DP CA-1F�4 San Diego, CA92121 P.L.S. N0. 8483 R.\1745\&Mop\Easements\Private TCE\EX Kornland Acquisition Exhibit SHT 01.dwg EXHIBIT B -MAP SHEET 2 OF 3 TEMPORARY CONSTRUCTION EASEMENT IEXISTING R.ON 1 a= R�4 01 I L N44051'50"W(R) �__.T. N m '7 I n C7 A I 70 IC>M N o o N ? � CT � rn N I N I I \ I-� l� t 0 ' Im l� I I I I it Z71 l at W 0 40 80 120 gplSCALE 1 " = 40' HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 N82'58'51 E(R) 28.00' — — — N'LY LINE PARCEL 16 06'30'42"W 9.43' 16 PM 12549 7171W 4.97' 39' 12"W 17.18' N07'04'31 "W 32.80' N07042'22"W 27.52' ND7'26'07"W 12.36' N06.5115311W 5.19' .N07'19'49"W 2 8�', r N81'12 54 E r SEE SHEET 1 R.\1745\&Mop\E'asements\Private TCE\EX Kornland Acquisition Exhibit SHT 02.dwg EXHIBIT B -MAP SHEET 3 OF 3 TEMPORARY CONSTRUCTION EASEMENT i I I I � � I I o 7i C Z I 16 I �I I Cn ° I I o C31 ,0 I I IqLn p--- 28 12.66' I S. WO OR.° J N85°17'32"W 130.25' PARCEL 16 ° �, 5"E(R), (N85° 16'07"W 130.00') i I I L- --- -- J DETAIL "A" NO SCALE HUNSAKER ` & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 R.\ 1745\&Map\Easements\Pr9vate TCE\EX Kornland Acquisition Exhibit SHT 03.dwg EXHIBIT 7 EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 3 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD BEING A PORTION OF PARCEL 3 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 3, BEING THE BEGINNING OF A 1499.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 21 °56'56" EAST (SOUTH 21 °56'27" EAST PER SAID PARCEL MAP 12549); THENCE NORTHEASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 3 AND THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 02033'37" A DISTANCE OF 66.99 FEET; THENCE SOUTH 18°26'55" WEST, 4.40 FEET; THENCE NORTH 71 °33'05" EAST, 14.79 FEET TO A 1505.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, LYING 6.00 FEET SOUTHEASTERLY OF AND CONCENTRIC WITH THE HEREINABOVE DESCRIBED 1499.00 FOOT RADIUS CURVE, A RADIAL LINE TO SAID POINT BEARS SOUTH 25°03'05" EAST; THENCE LEAVING SAID NORTHERLY LINE OF PARCEL 3 ALONG SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF 03007'19" A DISTANCE OF 82.01 FEET TO THE WESTERLY LINE OF SAID PARCEL 3; THENCE ALONG SAID WESTERLY LINE NORTH 17°05'56" WEST, 6.02 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 414 SQUARE FEET (0.010 ACRES), MORE OR LESS. 9-zz-2v23 JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. /p SAND 5�R ] ►t L.S.8483 9�F OF CA4ZF0� PAGE 1 OF 1 MA2591 \1 5\Legal Descriptions\A07 PCL 3 ROW FIRST & CENTER LLC.docx EXHIBIT 7 LEGEND EXHIBIT B —MAP PERMANENT STREET EASEMENT AREA OF RIGHT OF WAY DEDICATION AREA =414 S4. FT. (0.010 ACRES), MORE OR LESS. AA SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT PER INST. NO. 53382 REC. 412611973, O.R. QB UTILITY EASEMENT RESERVED BY KACOR 'REALTY, INC., PER INST. NO. 25891 REC. 21711980, O.R. Q MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R.EASEMENT MAINTENANCE T D RANCHOCONSTRUC CALIFORNIA I AND Cjp ❑ �v ��Tv p ka QINDUSTRIAL PARK ASSOCIATION PER �,AZ� LV � INST. NO, 91996 REC. 51211984, O.R.I �, r 9 EASEMENT FOR ELECTRIC FACILITIES TO ��y ° 1 3'4511E QSOUTHERN CALIFORNIA EDISON I C ' �� 11 a ID0 R COMPANY PER INST NO. 316206 REC W . �3"I° 6'- [� 1211111986, D.R. (N2i °5s'27"W(R)} �'- _�2° 3 �o �•a3 a� --� N21'56W'S6"Rjj P.Q.B. POINT OF BEGINNING P.Q.e. INDICATES RECORD INFORMATION PER NW COR. PM 12549. I PARCEL 3 �8'�OA C D VICINITY MAP 2' x- a NOT TO SCALE a to lT E � o�° I � 0 40 80 120 I u�a DETAIL L _ SCALE 1 40'RIDGE LD DRIVE PARK Tqqi9N � n FELIX kf ECU Yr o Y VINCENT MORAGA AVEVALDF7 a rV DRIVE �i� Y THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, C� C ❑ ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC , f TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN 8 I f� BOOK 470 OF DEEDS, PAGE 14 CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. L , C` WIS of BRRINGS SEE DETAIL BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE \ , SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON \ 3 \ N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM \ \ THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE PAIJ 12549 COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED \ \ SCALE FACTOR IS 0.9999059859 ` �rGD LAND S{�R \ / ECM L� 9-2�-2023 AM Y EL ORE, P.L.S. WE 8483\ DATE A L.S. 8483 HUNSAKER & ASSOCIATES vALDEZ ` o SAN DIEGO, INC .� UE E 2 DF Cp,%- San Diego,es Street CA 92121 (858)558 4500 ApEN \ \ a 1\,16 R. \ 1745\&Map \Easements\ Offsite ROW\EX First & Center Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 7 EXHIBIT 8 EXHIBIT A- LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 3 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 3 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 3, THENCE ALONG THE WESTERLY LINE THEREOF; SOUTH 17°05'56" EAST, 6.02 FEET, TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON -TANGENT 1505.00 FOOT RADIUS CURVE CONCAVE NORTHERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 21°55'46" EAST; THENCE LEAVING SAID WESTERLY LINE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03007'19" A DISTANCE OF 82.01 FEET; THENCE NORTH 71 °33'05" EAST, 11.50 FEET; THENCE SOUTH 18026'55" EAST, 5.83 FEET; THENCE SOUTH 69°12'30" WEST, 33.52; THENCE SOUTH 69013'15" WEST, 53.19 FEET; THENCE SOUTH 68°46'28" WEST, 6.61 FEET TO THE WESTERLY LINE OF SAID PARCEL 3, THENCE ALONG SAID WESTERLY LINE NORTH 17005'56" WEST, 2.47 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 396 SQUARE FEET (0.009 ACRES), MORE OR LESS. JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 LANDI. SUR D L.S.8483 %P �,yQ 9�F OF CA\ W2591 \1 5\Legal Descriptions\Private TCE\A07 PCL 3 TCE FIRST & CENTER LLC.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT LEGEND ® AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA — 396 SQ. FT. (0.009 ACRES), MORE OR LESS. P.O.C. POINT OF COMMENCEMENT r,P,Q.B. TRUE POINT OF BEGINNING VICINITY MAP NOT TO SCALE Q N ITE RpnrcNo RIDGE PARK { DRIVE FEt1X I VINCENT MORAGA ALDEZ V AVE DRIVE a IRA A 'I O _ � N�155S 05 C 11• ,� N21°55'46"WLR �.P OQ3 01'19� P.O.C. 0 K�9 INW COR. PARCEL 3 S15"E A. �t6 2 ao 0. 1 0 40 ' 80 120 -- SCALE 1"=40---_ F01i BASIS OF BF�RINt;S \ SEE BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE 2 f M f 2: COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED \ SCALE FACTOR IS 0.9999059859 �p LAND 5UL7�5 I / - -3 — \ .,ti��'�, P JI LMORE, P.L.S. NO. 8483 DATE A. C_ MR3 J. HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 FELIX VALD bzj 3 PM 12549 DETAIL DETAIL ' 1 �rj 9 1 1 0 \ E R. \ 1745\&Map\Easements\Private TCE\EX Flrst & Center Acquisition ExhibiLdwg w.o. 2591-0015 EXHIBIT 9 EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549 VINCENT MORAGA DRIVE BEING A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PARCELS BEING PURSUANT TO CERTIFICATE OF PARCEL MERGER NO. PA95-0032 RECORDED JUNE 30, 1995 AS INSTRUMENT NO. 1995-213082 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 19; THENCE ALONG THE NORTHERLY LINE THEREOF SOUTH 83004'19" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549), 6.00 FEET TO A POINT ON THE WESTERLY SIDELINE OF THAT CERTAIN OFFER OF DEDICATION FOR ROAD PURPOSES RECORDED FEBRUARY 5, 1996 AS FILE NO. 1996-041638 OF OFFICIAL RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID WESTERLY SIDELINE SOUTH 06055'41" EAST, 222.93 FEET TO A POINT IN THE EASTERLY LINE OF SAID PARCEL 18; THENCE LEAVING SAID WESTERLY SIDELINE ALONG SAID EASTERLY LINE SOUTH 05021'13" WEST, 32.55 FEET TO THE BEGINNING OF A 47.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 46012,17" A DISTANCE OF 37.90 FEET TO A POINT ON THE WESTERLY SIDELINE OF SAID OFFER OF DEDICATION; THENCE LEAVING SAID EASTERLY LINE ALONG SAID WESTERLY SIDELINE SOUTH 06055'41" EAST, 262.10 FEET; THENCE LEAVING SAID WESTERLY SIDELINE NORTH 08047'21" WEST, 334.83 FEET TO THE BEGINNING OF A 4031.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 130.93 FEET TO A LINE LYING 13.00 FEET WESTERLY OF AND PARALLEL WITH SAID WESTERLY SIDELINE; THENCE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 87.50 FEET TO THE NORTHERLY LINE OF SAID PAGE 1 OF 2 MA2591\15\Legal DescriptionsW01 PCL 17-19 ROW WESTCORE GEMINI VM, LLC.docx EXI=IIBIT 9 PARCEL 19; THENCE ALONG SAID NORTHERLY LINE NORTH 83104'19" EAST, 13.00 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 4,237 SQUARE FEET (0.097 ACRES), MORE OR LESS. -Zs-Zo2 JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. �0 \.AND L.S.8483 OF CALZ PAGE 2OF2 M:\2591\15\Legal Descriptions\A01 PCL 17-19 ROW WESTCORE GEMINI VM, LLC.docx EXHIBIT 9 EXHIBIT B -MAP PERMANENT STREET EASEMENT VICINITY MAP NOT TO SCALE N � Q SITE RIDGE PARK ` 0 DRIVE FELIXE�Ct1 VINCENT MORAGA AVE EZ DRIVE LEGEND ®AREA OF RIGHT OF WAY DEDICATION AREA=4,237 SQ. FT. (0.097 ACRES), MORE OR LESS. EASEMENT FOR DRAINAGE PURPOSES PER PARCEL MAP NO. 12549 RECORDED A IN BOOK 74 PAGES 84 THROUGH 89 OF PARCEL MAPS, QUTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO, 25891 B REC. 21711980, O.R. QROAD AND UTILITY EASEMENT RESERVED BY JOHN ANDERS SVENNINGSEN PER A INST. NO. 186850 REC. 812711984, O.R. Q EASEMENT FOR PIPELINES AND INCIDENTAL PURPOSES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO, 1995-328433 REC. 101211995, O.R. Q EASEMENT FOR PIPELINES AND INCIDENTAL PURPOSES TO RANCHO CALIFORNIA WATER DISTRICT PER INST. NO. 1996-005830 REC. 11811996, O.R. QI.O.D. FOR ROAD PURPOSES REC. 2/5/1996 PER FILE NO. 1996-041638, F O.R. P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549. THE ACCESS EASEMENT GRANTED TO LARRY STRASBAUGH PER INST. NO. 2004-0059048 REC. 112712004, O.R, CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON.. IS OF BEARINGS SHEET 1 OF 2 BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON LAND N.G.S. CORS STATIONS BILL AND P474 DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE W ,� 3. 64 �Lfi COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE ��` 0. P FACTOR IS 0.9999059859 L.S.8483 HUNSAKER & ASSOCIATES JI Y J. ELMOREDATE OF CA.L.ZF�4- S A N D I E G 0, INC. P.L.S. NO. 8483 9707 Waples Street (858)558-4500 San Diego, CA 92121 R., \ 1745 \&Map \Easements\ Offsite ROW\EX Westcore Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 EXHIBIT B -MAP SHEET 2 OF 2 PERMANENT STREET EASEMENT I L N. E. COR. P * 19 I I I14 of r.P1o.e. In �----- VE Q°' 1� E2 A . ,� FELL _ � 83°4p4 L00._ — _ 1 , l _ VALD - E \ I 39' I u I I \ I � � I \ 19 � II ►'A i 3' I t w s� \ I N 32.55' I — 1 r PARCEL A* n � ��3�.� as rah' rl�l r, rF- or ,5 '� �[! i PARCEL MERGER z/ I l\lJ. F��1 J5—JO� �y 37 1995-2130 82 w Icn 1Q I� l� \ 17 I PM 1254 9 I PM 74184 — 89 I l A HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 lk 100 200 300 1- SCALE 1 " =100' 1F) RIDGE PARK DR. RA 1745\&Map\Easements\Offsite R0W\EX Westcore Acquisition Exhibit SHT 02.dwg w.o. 2591-0015 T V1rTT77TT a EXHIBIT 10 EXHIBIT A- LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549 BEING A PORTION OF PARCELS 17, 18, AND 19 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74 PAGES 84 THROUGH 89, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PARCELS BEING PURSUANT TO CERTIFICATE OF PARCEL MERGER NO. PA95-0032 RECORDED JUNE 30, 1995 AS INSTRUMENT NO. 1995-213082 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 19; THENCE ALONG THE NORTHERLY LINE THEREOF, SOUTH 83-04-19" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549),19.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 06055'41" EAST, 87.50 FEET TO THE BEGINNING OF A 4031.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01051'40" A DISTANCE OF 130.93 FEET; THENCE SOUTH 08147'21" EAST, 334.83 FEET; THENCE SOUTH 06155'41" EAST, 249.10 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 17; THENCE ALONG SAID SOUTHERLY LINE, NORTH 85017'32" WEST, 5.10 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 06055'41" WEST, 247.99 FEET; THENCE NORTH 08047'21" WEST, 39.20 FEET; THENCE SOUTH 82102'41" WEST, 14.98 FEET; THENCE NORTH 08148'36" WEST, 47.76 FEET; THENCE SOUTH 81112'39" WEST, 6.99 FEET; THENCE NORTH 08147'35" WEST, 69.76 FEET; THENCE NORTH 81012'39" EAST, 12.20 FEET: THENCE NORTH 07100'22" WEST, 123.40 FEET; THENCE SOUTH 82158'12" WEST, 8.86 FEET: THENCE NORTH 06156'55" WEST, 29.96 FEET; THENCE NORTH 39146'39" EAST, 14.84 FEET; THENCE NORTH 50113'21" WEST, 3.44 FEET; THENCE NORTH 08147'21" WEST, 11.85 FEET TO THE BEGINNING OF A 4041.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 00044'24" A DISTANCE OF 52.19 FEET; THENCE SOUTH 83°57'36" WEST, 32.62 FEET; THENCE NORTH 07003'24" WEST, 105.92 FEET; THENCE SOUTH 83001'00" WEST, 34.64 FEET; THENCE NORTH 07007'37" WEST, 60.17 PAGE 1 OF 2 MA\2591\15\Legal Descriptions\Private TCE\A01 PCL 17-19 TCE WESTCORE GEMINI VM, LLC.docx FEET TO THE NORTHERLY LINE OF SAID PARCEL 19; THENCE ALONG SAID NORTHERLY LINE NORTH 83004'19" EAST, 76.93 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 16,335 SQUARE FEET (0.375 ACRES), MORE OR LESS. ID-ICo-ZDZ3 MMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. LAND SU L.S.8483 OF cALi1 a PAGE 2OF2 M:\2591\15\Legal Descriptions\Private TCE\A01 PCL 17-19 TCE WESTCORE GEMINI VM, LLC.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT VICINITY MAP % ) �\ NOT TO SCALE 5 SITE RIDGE PARK DRIVE FEUX ALDEZ VINCENT MORAG4 V DRIVE AVE � LEGEND AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA=16,335 SQ. FT. (0.375 ACRES), MORE OR LESS. P.O.C. POINT OF COMMENCEMENT T. P.O.B. TRUE POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549. BASIS OF BEARINGS BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 SHEET 1 OF 2 yrGD LAND 5UR I. E��D LfiD L.S.8483 �Y _ LMORE DATE OF CA_ZF() P.L.S. NO. 8483 R.\ 1745\&Mop\Easements\Private TCE\EX Westcore Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 EXHIBIT B -MAP SHEET 2 OF 2 TEMPORARY CONSTRUCTION EASEMENT I ti I P.O. C.- E. N.COR. PH 19 ` 21 2O 19.00',-, _ 1 I I T.P.O.B. I I (S8N3°�03'53"W).345 076.93, 83°p¢1�� z ¢ oo N07°076307171 cn IN83°0100"E 3�4.0 a_„ 39' I19 wlo I 4V'i N83°57'36"E 32.62' Q O0 44'24 ; R�4p41.OQ' Lr52•19 r r Nos",47'21 'W 11.85 1 Fj N5Q 13'21 "W 3.44. N39°46'39"E [' 14.84' PARCEL L_ "A" N06°56'55"W r'Fi� r11�� OF' 82°58'126E PARCEL MERGER NO, PA95-0032 I 1995— 2 1 3082 N 1 12'39 E 2 12.2p 2c I I I I 17 I PM 1254 9 n IX VALD A= f�l � � 1 FIE 13' 1 J 1 ' l � ! 16 081°12'39"E b.. N08°4636"w 47 PM 74184-89 I v N82°02'41 "E 14.98'..e N08° ¢ 3912 , CURVE TABLE # DELTA RADIUS LENGTH Cl 01 °51'40" 1 4031.00' 130.93' HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 N85.17'32"W �.10' 0 100 200 300 RIDGE PARK "'DR. SCALE 1" =100' R.\1745\&Map\Easements\Private TCE\EX Westcore Acquisition Exhibit SHT 02.dwg w.o. 2591-0015 EXHIBIT 11 EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 20 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD AND VINCENT MORAGA DRIVE BEING A PORTION OF PARCEL 20 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 20; THENCE ALONG THE NORTHERLY AND EASTERLY LINES THEREOF NORTH 83003'16" EAST (NORTH 83°03'53" EAST PER SAID PARCEL MAP 12549), 147.00 FEET; THENCE SOUTH 55°25'54" EAST, 34.44 FEET; THENCE SOUTH 06055'41" EAST, 217.13 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL; THENCE LEAVING SAID EASTERLY LINE ALONG THE SOUTHERLY LINE THEREOF SOUTH 83004'19" WEST, 19.00 FEET TO A LINE LYING 19.00 FEET WESTERLY OF AND PARALLEL WITH SAID EASTERLY LINE; THENCE LEAVING SAID SOUTHERLY LINE ALONG SAID PARALLEL LINE NORTH 06055'41" WEST, 206.16 FEET; THENCE LEAVING SAID PARALLEL LINE NORTH 51056'13" WEST, 39.31 FEET TO A LINE LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH SAID NORTHERLY LINE; THENCE ALONG SAID PARALLEL LINE SOUTH 83°03'16" WEST, 126.00 FEET TO THE WESTERLY LINE OF SAID PARCEL 20; THENCE LEAVING SAID PARALLEL LINE ALONG SAID WESTERLY LINE NORTH 06°55'41" WEST, 6.00 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 5,572 SQUARE FEET (0.128 ACRES), MORE OR LESS. J MY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. ►.AND * L.S.8483 �T� OF CA1.�F�4 PAGE 1 OF 1 MA2591\15\Legal Descriptions\A06 PCL 20 ROW THE GGG PARTNERSHIP.docx EXHIBIT 11 EXHIBIT B -MAP PERMANENT STREET EASEMENT VICINITY MAP NOT TO SCALE., SITE RIDGE PARK \OLD DRIVE FEUX r ECULA WNCENT MORAGA AVE p x DRIVE LEGEND F/77 AREA OF RIGHT OF WAY DEDICATION ARE4=5,572 SQ. FT. (0.128 ACRES), MORE OR LESS, UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO. 25891 A REC. 21711980, O.R. AB MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R. QEASEMENT FOR VEHICULAR INGRESS AND EGRESS TO KACOR DEVELOPMENT COMPANY PER INST. NO. 192542 REC. 912111983, O.R. QEASEMENT FOR ACCESS PURPOSES TO TWO GUYS PARTNERS PER INST. NO. A 213573 REC. 912311985, O.R. QEASEMENT FOR UTILITY PURPOSES TO SOUTHERN CALIFORNIA EDISON E COMPANY PER INST. NO. 34689 REC. 211311986, O.R. P.O.B. POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549 THE LOCATIONS OF THE FOLLOWING EASEMENTS CANNOT BE DETERMINED FROM RECORD INFORMATION AND ARE NOT PLOTTED HEREON: EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGR4PH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14. EASEMENT FOR CONSTRUCTION AND MAINTENANCE RESERVED BY KACOR DEVELOPMENT COMPANY PER INST. NO, 192541 REC. 912111983, O.R. SHEET 1 OF 2 BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE Ed LAND SV SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON ���' 3 . N.G.S. COBS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S. 8483 HUNSAKER & ASSOCIATES __ _ OF CALIF S A N Q I E G Q, INC. J^ J, tMORE DATE 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R:\ 1745\&Map\Easements\Offsite ROW\EX GGG Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 1117 YAT72 T'T 1 1 EXHIBIT B -MAP SHEET 2 OF 2 PERMANENT STREET EASEMENT — ! CALIFORNIA ROAD AD RANC 13'- pMrEL M D_CATE0 PER - � I I Q P.O.B. w NW COR.o5'53, PARCEL 20 �14$°03'1 6"E} 147.00' 6.00' N83603_ pp I B 39' ---A r m 1 24' B x 16' 1 C 24' f 1 \ j 15' ~'I \ 1 rn �112; 19, 20' 13P zI 20 \ I 1I D E A 33Ln D 39' 52' I N C r - 19' I 19.00' I f — N83'0419 E I I I I I I I I I 19 I I � HUNSAKER o 40 so 120 � & ASSOCIATES S A N 4 I E G O, INC. SCALE 1"— 40' 9707 Waples Street (858)558-4500 San Diego, CA 92121 R.\1745\&Map\Easements\0ff9ite ROW\IX GGG Acquisition Exhibit SHr 02.dwg w.o. 2591-0015 FYI=KTRTT 11 EXHIBIT 12 EXHIBIT A- LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASMENT A PORTION OF PARCEL 20 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 20 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 74, PAGES 84 THROUGH 89, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 20 TO A POINT LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH THE NORTHERLY LINE OF SAID PARCEL 20, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID PARALLEL LINE, NORTH 83°03'16" EAST, 126.00 FEET; THENCE SOUTH 51 °56'13" EAST, 39.31 FEET; THENCE SOUTH 06055-41" EAST, 206.16 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 20; THENCE ALONG SAID SOUTHERLY LINE SOUTH 83°04'19" WEST, 27.50 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 06°55'41" WEST, 68.00 FEET TO A LINE LYING 68.00 FEET NORTHERLY AND PARALLEL WITH SAID SOUTHERLY LINE; THENCE ALONG SAID PARALLEL LINE NORTH 83004'19" EAST, 24.83 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 06055'41" WEST, 115.84 FEET; THENCE NORTH 51 °56'13" WEST, 63.09 FEET; THENCE SOUTH 83°09'10" WEST, 12.30 FEET; THENCE SOUTH 83°13'45" WEST, 30.70 FEET; THENCE SOUTH 82°47'49" WEST, 29.19 FEET; THENCE SOUTH 82°22'45" WEST, 34.31 FEET TO THE WESTERLY LINE OF SAID PARCEL 20; THENCE ALONG SAID WESTERLY LINE NORTH 06°55'41" WEST, 5.92 FEET TO THE T RUE POINT OF BEGINNING. PAGE 1 OF 2 M:\2591\15\Legal Descriptions\Private TCE\A06 PCL 20 TCE THE GGG PARTNERSHIP.docx THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 3,757 SQUARE FEET (0.086 ACRES), MORE OR LESS. JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 2OF2 �0 LAND SO 64 Leo L.S.8483 9�F OF CAS-��G¢ M:\2591\15\Legal Descriptions\Private TCE\A06 PCL 20 TCE THE GGG PARTNERS H I P.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT VICINITY MAP NOT TO SCALE b SITE RIDGE PARK X DRIVE FELIX VINCENT MORAGA DEZ AVE DRIVE LEGEND AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA = 3,757 SQ. FT. (0.086 ACRES), MORE OR LESS. P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING BASIS OF BEARINGS BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10,0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 HUNSAKER r2023 .Q. ASSOCIATES JI^MY J. ELMORE DATE S A N D I E G 0, INC. P.L.S. NO. 8483 9707 Waples Street (858)558-4500 San Diego, CA 92121 SHEET 1 OF 2 /gyp LANDJ. 50� L.S. 8483 1 1p; �tiQ Op CAS-���4 R:\1745\&Map\Easements\Private TCE\EX GGG Acquisition Exhibit SHT 01.dwg w.o. 2591-0015 EXHIBIT B -MAP SHEET 2 OF 2 SHEETS TEMPORARY CONSTRUCTION EASEMENT OEpICATE0 PER PARCEL MAP 12549. - — HO CALIFORNIAROAD RANC� CALIFORNIA O P.O.C. NW COR. I PARCEL 20 I .P.0.19. N83 031 s E 12 as .00 � ss N8 6.00, iJi T 5.92z sfs� I z oo 0o I co `'' o `�� 19' I � Ln p ❑g I � m m cr, '-a rn I A W v 22 1 � o w � I o I api api I rn ML } 1� 20 I PM 12549 Lm 0) m I �� ti l 2.67' , q-, l 33a I' I � I N83.04' 19"E 24.8380' I Ch 47' I �- ICh a 27.5' I I I f 0' ,� 27.5 N83'0419 E , 72.80 I l I HUNSAKER 0 40 8o 120 I & ASSOCIATES \ SAN DIEGO, INC. SCALE 1" =40' 9707 Waples Street j858I558-4500 San Diego, CA 92121 R:\1745\&Mop\Easements\Private TCE\EX GGG Acquisition Exhibit SHT 02.dwg w.o. 2591-0015 EXHIBIT 13 EXHIBIT A- LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 21 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD BEING A PORTION OF PARCEL 21 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 74, PAGES 84 TO 89 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 21; THENCE ALONG THE NORTHERLY LINE THEREOF NORTH 83003'16" EAST (NORTH 83°03'53" EAST PER SAID PARCEL MAP 12549), 172.20 FEET TO THE NORTHEAST CORNER OF SAID PARCEL; THENCE LEAVING SAID NORTHERLY LINE ALONG THE EASTERLY LINE THEREOF SOUTH 06055'41" EAST, 6.00 FEET TO A LINE LYING 6.00 FEET SOUTHERLY OF AND PARALLEL WITH SAID NORTHERLY LINE; THENCE LEAVING SAID EASTERLY LINE ALONG SAID PARALLEL LINE SOUTH 83003'16" WEST, 56.00 FEET TO THE BEGINNING OF A 4036.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE LEAVING SAID PARALLEL LINE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01 008'45" A DISTANCE OF 80.72 FEET; THENCE SOUTH 84'12'02" WEST, 35.50 FEET TO THE WESTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID WESTERLY LINE NORTH 06055'41" WEST, 4.48 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 970 SQUARE FEET (0.022 ACRES), MORE OR LESS. 9-zz _ zoz3 JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 D LAND SGR L.S.8483 k�kl� OF CAL"FOB M:125911151Legal DescriptionsW05 PCL 21 ROW ELWELL FAMILY TRUST.docx EXHTRTT 11 EXHIBIT B -MAP LE END PERMANENT STREET EASEMENT E=AREA OF RIGHT OF WAY DEDICATION Oat , AREA=.970 SQ. FT. (0.022 ACRES), MORE OR LESS. �, N 0 UTILITY EASEMENT RESERVED BY ICACOR REALTY, INC., PER SITE, A INST. NO. 25891 REC. 21711980, O.R. AB MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 1- 412311984, O.R. CHO EASEMENT FOR VEHICULAR INGRESS AND EGRESS TO L' J OLD Q VINCENT PROPERTIES PER INST. NO. 192542 REC. RIDGE DRIVE PARK FELIX 9/21/1983, O.R. NNCENT MOR,4GA DRIVE AVEE EZ �rEct QEASEMENT RESERVED BY KACOR DEVELOPMENT VICINITY MAP COMPANY PER INST. NO. 225803 REC. 1013111983, O.R. P.O.B. POINT OF BEGINNING NOT TO SCALE INDICATES RECORD INFORMATION PER PM 12549. THE LOCATION OF THE EASEMENT FOR TELEPHONE POLES, ANCHORS, AND INCIDENTAL PURPOSES TO PACIFIC TELEPHONE AND TELEGRAPH COMPANY REC. 912111917 IN BOOK 470 OF DEEDS, PAGE 14 CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON. I ROAD RANCHO CALIFORNIA n RAN t. ► � "- 6.00' P.O.B.- NW COR. PARCEL 21 4.4 (N83°03'53"E) 172.20' i N83°0316 E J B cn 21 PM 12549 0 40 80 120 SCALE 1" =40' CURVE TABLE DELTA RADIUS LENGTH CI 01 '08'45" 4036, 00' 80. 72' LINE TABLE # BEARING DISTANCE L 1 N83'03' 16'E 56.00' L2 N84' 12'02"E 35.50' HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 IA.ND 0 L.S. 8483 1 * s9T� 0 1Fo��tiQ fil,iqguf a; i ► BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 J ELMORE DATE P.L.S. NO. 8483 R.\ 1745\&Map\Easements\Offsite ROW\EX Elwell Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 13 EXHIBIT 14 EXHIBIT A — LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 21 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 21 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 74, PAGES 84 TO 89 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID RIVERSIDE COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 21; THENCE ALONG THE WESTERLY LINE THEREOF, SOUTH 06°55'41" EAST, 4.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE, NORTH 84°12'02" EAST, 35.50 FEET TO THE BEGINNING OF A 4036.00 FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 01008'46" A DISTANCE OF 80.73 FEET; THENCE NORTH 83°03'16" EAST, 56.00 FEET TO THE EASTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID EASTERLY LINE, SOUTH 06-55-41" EAST, 24.96 FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 83°03'16" WEST, 24.00 FEET; THENCE NORTH 06°55'41" WEST, 15.61 FEET; THENCE SOUTH 83034" 1" WEST, 26.32 FEET; THENCE SOUTH 83029'39" WEST, 52.34 FEET; THENCE SOUTH 83029'24" WEST, 69..55 FEET; TO THE WESTERLY LINE OF SAID PARCEL 21; THENCE ALONG SAID WESTERLY LINE NORTH 06055'41" WEST, 9.70 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,959 SQUARE FEET (0.045 ACRES), MORE OR LESS. LAND SG� D I. ►. L.S.8483 /1-3-�aZ3 JIMMY J. ELMORE P.L.S. 8483 F of cALlF HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 M:\2591\15\Legal Descriptions\Private TCE\A05 TCE 21 TCE ELWELL FAMILY TRUST.docx EXHIBIT B -MAP TEMPORARY CONSTRUCTION EASEMENT LEGEND 0 a ®AREA OF TEMPORARY CONSTRUCTION EASEMENT nj AREA = 1,959 SQ. FT. (0.045 ACRES), MORE OR LESS. SITE P.O.C. POINT OF COMMENCEMENT T° P• O. B° TRUE POINT OF BEGINNING naucrro r BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10,0000), BASED LOCALLY ON N.G.S. CORS STATIONS 'BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 r_ J " RIDGE PARK DRIVE FEZIX VINCENT MORAGA DRIVE AVE EZ VICINITY MAP NOT TO SCALE � r �CALIFOFNIA _ ROAD o RANCHO P.O.C. 021 T•P•0•B• L1 N PARCEL C 1 4.48' 24' z 9. 0 fi9.55' 52 34' N83 2 9'39"E oNivo Loc w 24,00 U01 �cn �4 �][ 0. N83°29'24E N83°03'16 • �N I�20 Lh o a O m rn cn Ln I 0 40 80 120 °' SCALE 1 " = 40' LINE TABLE CURVE TABLE # DELTA RADIUS T LENGTH CI 01-08-46" 4036.00' 1 80.73' # BEARING DISTANCE L1 N83'03'16"E 56.00' L2 N84'12'02"E 35.50' HUNSAKER & ASSOCIATES SAN DIEGO, INC. 9707 Waples Street (858)558-4500 San Diego, CA 92121 �y�❑ LAND S�RL LMo� �0 � � m Q� L.S.8483 & FAQ vYi ELMORE DATE — P.L.S. NO. 8463 R:\1745\&Map\Easements\Pr1vate TCE\EX Elwell Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 45 EXHIBIT A— LEGAL DESCRIPTION PERMANENT STREET EASEMENT A PORTION OF PARCEL 22 OF PARCEL MAP 12549 RANCHO CALIFORNIA ROAD BEING A PORTION OF PARCEL 22 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 74, PAGES 84 THROUGH 89, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 22; THENCE ALONG THE NORTHERLY LINE THEREOF SOUTH 83003'16" WEST (SOUTH 83°03'53" WEST PER SAID PARCEL MAP 12549), 224.12 FEET; THENCE LEAVING SAID NORTHERLY LINE NORTH 84°12'02" EAST, 224.16 FEET TO THE EASTERLY LINE OF SAID PARCEL 22; THENCE ALONG SAID EASTERLY LINE NORTH 06055'41" WEST, 4.48 FEET TO THE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 502 SQUARE FEET (0.012 ACRES), MORE OR LESS. LAND SUR c9_ZZ_ZD23 L.S.8483 JIMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. OF CpLZ�p4 PAGE 1 OF 1 M:\2591\15\Legal Descriptions\A09 PCL 22 ROW CUBESMART LP.docx EXHIBIT 15 VICINITY MAP NOT TO SCALE ,� S EXHIBIT B -MAP PERMANENT STREET EASEMENT I J _�j A-HALIR�RNIA _- I�C F.N SITE RANCHO J OLD RIDGE PARK DRIVE FELIJ!�cu VINCENT MORAGA V L EZ DRIVE LEGEND AREA OF RIGHT OF WAY DEDICATION AREA = 502 SQ. FT. (0.012 ACRES), MORE OR LESS. 0 ❑ �ll 2J SEEI DETAIL PM Y 2549 l \ POR. 22 119 o \ PARCEL 'A" LOT LINE ADJUSTMENT I REC, 415189, 1 \INST. NO. 106858 �1 Fj cc)1 I 0 I d A17 I P.O.B. POINT OF BEGINNING INDICATES RECORD INFORMATION PER PM 12549. I SCALE 1 " = 40' SAD o I I �~ H� CALI�'ORNIA R �. EASEMENT PER PM 12549. ��m I STREET PU (03 UTILITY E) 37.00' �N83°0315 E 5 4.48 224.12' —� N84' i 2'02"E 224.16' POR. 22 I THE ACCESS EASEMENT GRANTED TO LARRY STRASRAUGH PER INST NO. 2004-0059048 REC. 112712004, O.R, CANNOT BE DETERMINED FROM RECORD INFORMATION AND IS NOT PLOTTED HEREON.. A A 0 DRAINAGE EASEMENT OFFERED TO THE COUNTY OF RIVERSIDE AND REJECTED PER PM 12549. UTILITY EASEMENT RESERVED BY KACOR REALTY, INC., PER INST. NO. 25891 REC. 21711980, O.R MAINTENANCE EASEMENT PER INST. NO. 83463 REC. 412311984, O.R. AD UTILITY EASEMENT RESERVED BY JOHN ANDERS SVENNINGSEN PER INST. NO. 186850 REC. 812711984, O.R. BASIS OF ti0 LAND SO BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL' AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND ern DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0.9999059859 L.S. 8483 HUNSAKER & ASSOCIATES 5 A N d I E G Q, INC. _ MY ELMORE DATE 0CAL1"0 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R. \ 1745\&Map\Easements\Offsite ROW\EX Cubesmart Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 15 EXHIBIT 16 EXHIBIT A— LEGAL DESCRIPTION TEMPORARY CONTRUCTION EASEMENT A PORTION OF PARCEL 22 OF PARCEL MAP 12549 BEING A PORTION OF PARCEL 22 OF PARCEL MAP 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 74, PAGES 84 THROUGH 89, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 22; THENCE ALONG THE EASTERLY LINE THEREOF, SOUTH 06°55'41" EAST, 4.48 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EASTERLY LINE SOUTH 84°12'02" WEST, 224.16 FEET; THENCE SOUTH 05047'58" EAST, 5.00 FEET; THENCE NORTH 84°12'02" EAST, 119.02 FEET; THENCE SOUTH 05047'58" EAST, 15.50 FEET; THENCE NORTH 84°12102" EAST, 39.33 FEET; THENCE NORTH 05°47'58" WEST, 15.50 FEET; THENCE NORTH 84°12'02" EAST, 65.90 FEET TO THE EASTERLY LINE OF SAID PARCEL 22; THENCE ALONG SAID EASTERLY LINE NORTH 06055'41" WEST, 5.00 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 1,730 SQUARE FEET (0.040 ACRES), MORE OR LESS. JIMMY J. ELMORE ►D— 25— zD 23 P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. �ID LAND SUR L.S.8483 •� �rF DF CAL�F�� PAGE 1 OF 1 M:\2591\15\Legal Descriptions\Private TCE\A09 PCL 22 TCE CUBESMART LP.docx VICINITY MAP NOT TO SCALE , SITEi �- I EXHIBIT B -MAP _ TEMPORARY CONSTRUCTION EASEMENT — — - AD - �H p ALf NIA _ _ BAN , RIDGE PARK \ 1 DRIVE FEUXVALD T C[lffl VINCENT MORAGA o t� DRIVE LEGEND ®AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA = 1, 730 SQ. FT. (0.040 ACRES), MORE C LESS. P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING G a 7SEE2J � DETAIL � FivJJ 2 J�1 9 l _ J \ \ POR. 22 I 19 o \ PARCEL "A" Z L07 LINE ADJUS7'MEN-r I _ REC. 415189, \ INS7. NO. 106858 r QC) � \ I I 0 40 ITOT 120 I SCALE 1 " = 40' — 3 m --� m EASEMENT PER PM 12549. o Nm P.O.C. STREET AND PUBLIC UTILITY T•P•O•B' N - 5.00' I I N84°12'02E 221 ti' N84.12'02„E 65.90'Do - too 1III °N4' l� pla 105S8"w 02 E 119.02' 5o�n N8N5°47'5580! 5N842"E 5O07 #0POR. 22n BASIS OF BEARINGS BEARINGS ARE BASED ON THE CALIFORNIA STATE PLANE COORDINATE SYSTEM (CCS83), i-AND S. ZONE 6, (EPOCH 2O10.0000), BASED LOCALLY ON N.G.S. CORS STATIONS "BILL" AND "P474" DISTANCES DERIVED FROM THE COORDINATE SYSTEM HEREIN ARE GROUND DISTANCES, AS THE COORDINATES HAVE BEEN SCALED TO GROUND VALUES. COMBINED SCALE FACTOR IS 0,9999059859 L.S.8483 HUNSAKER &ASSOCIATES S A N D I E G O, INC. �— Y J. ELMORE DATE OF �A►-iF� 9707 Waples Street (858)558-4500 P.L.S. NO. 8483 San Diego, CA 92121 R.\1745\&Map\Easements\Private TCE\EX Cubesmart Acquisition Exhibit.dwg w.o. 2591-0015 EXHIBIT 17 EXHIBIT A - LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT A PORTION OF PARCEL 15 OF PARCEL MAP 12549 THAT PORTION OF PARCEL 15 OF PARCEL MAP NO. 12549, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 74, PAGES 84 THROUGH 89 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE SOUTHERLY LINE OF FELIX VALDEZ AVENUE AND THE EASTERLY LINE OF VINCENT MORAGA DRIVE AS DEDICATED FOR PUBLIC USE PER SAID PARCEL MAP, SAID POINT ALSO BEING A POINT IN THE WESTERLY LINE OF SAID PARCEL 15; THENCE ALONG SAID WESTERLY LINE SOUTH 06055'41" EAST, 99.62 FEET TO THE BEGINNING OF A 100.00 FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12016'54" A DISTANCE OF 21.44 FEET; THENCE 19012'35" EAST, 32.64 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE NORTH 86004'19" EAST, 17.73 FEET; THENCE SOUTH 07001'09" EAST, 26.87 FEET TO THE SOUTHERLY LINE OF SAID PARCEL 15; THENCE ALONG SAID SOUTHERLY LINE SOUTH 82058'51" WEST, 13.00 FEET TO SAID WESTERLY LINE; SAID POINT BEING THE BEGINNING OF A 47.00 FOOT NON -TANGENT RADIUS CURVE CONCAVE WESTERLY; A RADIAL LINE TO SAID POINT BEARS NORTH 82058'51" EAST; THENCE ALONG SAID WESTERLY LINE AND ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12011'26" A DISTANCE OF 10.00 FEET; THENCE NORTH 19112'35" WEST, 17.36 FEET TO THE TRUE POINT OF BEGINNING. THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 402 SQUARE FEET (0.009 ACRES), MORE OR LESS. 1 1-c- - zo2 IMMY J. ELMORE P.L.S. 8483 HUNSAKER & ASSOCIATES SAN DIEGO, INC. PAGE 1 OF 1 �D LAND 5�R jk�r' L.S.8483► OF CpL1 M:\2591\15\Legal Descriptions\Private TCE\A02 PCL 15 TCE ALVAREZ.docx EXHIBIT B - MAP LEGEND TEMPORARY CONSTRUCTION EASEMENT ®AREA OF TEMPORARY CONSTRUCTION EASEMENT AREA= 402 SQ. FT. (0.009 ACRES), MORE OR LESS. P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING 111 N SITE �A CHV i RIDGE PARK J DRIVE FELIX VINCENT MORAGA DRIVALDEZ E AVE VICINITY MAP I NOT TO SCALE LINE TABLE # BEARING DISTANCE L 1 N83°04' 19"E 17.73' L2 N82°58'51 "E 13.00' L3 N19°12'35"W 17.36' 0 40 80 120 SCALE 1" =40' HUNSAKER & ASSOCIATES SAN DIEGO, INC 9707 Waples Street (858)558-4500 San Diego, CA 92121 SHEET 1 OF 1 _\LIX VALDEZ 1 AVE I (DEDICATED pl= I I I I P.O.C. 41n I m a o � I I � m 15 I ° t Q FM 12549 m r�� 1 C7 Q� I I b �A I U I tL i I 32.642"W `35 l a I . P.O.B. lr r L I L3 N067-011091,W C1 I L2 ` \N62_58'51 "E(R) �p LAND S0 J. P�M Leo L.S.8483 J* CURVE TABLE # DELTA RADIUS LENGTH C 1 12' 11 '26" 1 47.00' 10.00' (:�! I I-& - zoo!, ----------------------- J. ELMORE DATE P.L.S. NO. 5483 R.\ 1745\&Map\Easements\Private TCE\EX Alvarez Acquisition Exhibit.dwg w.o. 2591-0015 Item No. 5 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Approve Landscape Maintenance Agreement with State of California Department of Transportation for Maintenance of the I-15/SR-79 South Interchange Enhanced Landscaping, PW 17-19 PREPARED BY: Avlin R. Odviar, Principal Civil Engineer Shawna Bennetts, Associate Civil Engineer RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A LANDSCAPE MAINTENANCE AGREEMENT BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION AND THE CITY OF TEMECULA FOR THE MAINTENANCE OF THE I-15/SR-79 SOUTH INTERCHANGE ENHANCED LANDSCAPING BACKGROUND: During construction of the Interstate 15/State Route 79 South Ultimate Interchange project, the City proposed to forego installation of planned landscaping and irrigation within the interchange areas west of Interstate 15. We proposed beautifying this key gateway into the City by designing and installing enhanced landscaping and hardscape elements. The I-15/SR 79 South Interchange Enhanced Landscaping project will provide these elements. The project generally consists of planting, irrigation, and hardscape in patterns which evoke regional symbols, such as native basketry and/or pottery. The design uses species, colors, and patterns that embrace our regional history, foster connections to the land, and embody the culture of native inhabitants. It is based on the I-15 Branding & Visioning Plan to beautify the I-15 corridor and Temecula interchanges with themes and monumentation consistent with our community's identity. The design represents a collaboration among stakeholders including the Pechanga Band of Luiseno Indians, Caltrans, and the City. Caltrans has agreed that the City can proceed with the Enhanced Landscaping project, subject to the terms of the Landscape Maintenance Agreement. Caltrans requires that the City enter into the Agreement to set forth the City's obligations with respect to the Enhanced Landscaping project. Pursuant to the Agreement, the City shall be responsible for maintaining the enhanced landscaping in the subject areas in perpetuity. The terms of the Agreement are in accordance with Caltrans policies on freeway landscaping and have been reviewed by City staff and the City Attorney's Office. FISCAL IMPACT: The I-15/SR 79 South Interchange Enhanced Landscaping project is included in the City's Capital Improvement Program (CIP) Budget for Fiscal Years 2024-28. There is no cost associated with signing the agreement. The cost of maintaining the enhanced landscaping, irrigation, and hardscaped will be programmed into future year Public Works Maintenance budgets. ATTACHMENTS: 1. Resolution 2. Agreement 3. Project Description 4. Project Location Map RESOLUTION NO. 2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A LANDSCAPE MAINTENANCE AGREEMENT BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION AND THE CITY OF TEMECULA FOR THE MAINTENANCE OF I-15/SR-79 SOUTH INTERCHANGE ENHANCED LANDSCAPING THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. The City Council finds, determines, and declares that: A. The Interstate 15/State Route 79 South Ultimate Interchange project eliminated the landscaping along several areas, including the parcel comprised of the former southbound off ramp, slopes on either side of the former ramp, within the new loop off ramp, and a large wedge- shaped area that separates the southbound off and on ramps. B. The Interstate 15 Branding and Visioning - I-15/SR 79 South Interchange Enhanced Landscaping project ("Enhanced Landscaping project") will provide the landscaping in these areas. The Enhanced Landscaping project generally consists of plantings, irrigation, and hardscape patterns to evoke regional symbols, such as native basketry and/or pottery. C. The State of California Department of Transportation ("Caltrans") owns the subject area. The City of Temecula and Caltrans have agreed that the City can proceed with the Enhanced Landscaping project, subject to the terms of the attached Landscape Maintenance Agreement ("Agreement"). D. Caltrans requires that the City enter into the Agreement to set forth the City's obligations with respect to the Enhanced Landscaping project. E. Pursuant to the Agreement, the City is responsible for maintaining the enhanced landscaping in the subject area in perpetuity. Section 2. Approval of the Landscape Maintenance Agreement. Based on the findings set forth above and the terms and conditions of the Agreement, the City Council hereby approves the Landscape Maintenance Agreement between the State of California Department of Transportation and the City of Temecula for the Maintenance of I-15/SR-79 South Interchange Enhanced Landscaping, and authorizes the City Manager to execute said Agreement. 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 13th day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk LANDSCAPE MAINTENANCE AGREEMENT WITH THE CITY OF TEMECULA THIS AGREEMENT is made effective this day of , 20_, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as "STATE" and the CITY of TEMECULA; hereinafter referred to as "CITY" and collectively referred to as "PARTIES." The PARTIES hereto mutually desire to identify the maintenance responsibilities of CITY for newly constructed improvements within STATE's right of way by Cooperative Agreement(s) number 08-1515 dated March 1, 2012. 2. This Agreement addresses CITY's responsibility for the planting, mulches, hydroseeding, irrigation systems, hardscaping (rock blanket), and litter and weed removal (collectively the "LANDSCAPING") placed within State Highway right of way on Interstate 15, as shown on Exhibit A, attached to and made a part of this Agreemeni. 3. Maintenance responsibilities that include, but are not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter "MAINTAIN/MAINTENANCE") of LANDSCAPING as shown on said Exhibit "A." 4. The degree or extent of maintenance work to be performed, and the standards, therefore, shall be in accordance with the provisions of Section 27 of the Streets and Highways Code and the then current edition of the State Maintenance Manual. 5. When a planned future improvement is constructed and/or a minor revision has been effected with STATE's consent or initiation within the limits of the STATE's right of way herein described which affects PARTIES' division of maintenance responsibility as described herein, PARTIES will agree upon and execute a new dated and revised Exhibit "A" which will be made a part hereof and will thereafter supersede the attached original Exhibit "A" to thereafter become a part of this Agreement. 5.1. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required. 6. CITY agrees, at CITY expense, to do the following: 6.1. CITY will MAINTAIN or have authorized licensed contractor with appropriate class of license in the State of California, to MAINTAIN LANDSCAPING conforming to those plans and specifications (PS&E) pre -approved by STATE. CITY will have in place a valid necessary encroachment permit prior to the start of any work within STATE'S right of way. 6.1.1. An Encroachment Permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way 6.2. CITY shall ensure that LANDSCAPED areas designated on Exhibit "A" are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance including providing for water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement. 6.2.1. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public. 6.2.2. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required. 6.2.3. To expeditiously MAINTAIN, replace, repair or remove from service any LANDSCAPING system component that has become unsafe or unsightly. 6.3. To furnish electricity for irrigation system controls, and lighting system controls for all street lighting systems installed by CITY. 6.4. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel. 6.5. To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. All chemical spray operations shall be reported quarterly (Form LA17) to the STATE to: District 08 Maintenance at 464 W. 4th Street San Bernardino Ca 92401. 6.6. CITY shall ensure LANDSCAPING within the Agreement limits provide an acceptable walking and riding surface, and will provide for the repair and removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about the LANDSCAPING in an expeditious manner. 6.7. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING. 6.8. To remove LANDSCAPING and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein. 7. STATE may provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement. 8. STATE shall issue encroachment permits to CITY at no cost to it. 9. LEGAL RELATIONS AND RESPONSIBILITIES: 9.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not party to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law. 9.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING —to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY's expense or direct CITY to remove or itself remove LANDSCAPING at CITY's sole expense and restore STATE's right of way to its prior or a safe operable condition. CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure. 9.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY. 9.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement. 9.5. PREVAILING WAGES: 9.5.1. Labor Code Compliance- If the work performed under this Agreement is done under contract and falls within the Labor Code section 1720(a) (1) definition of a "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public works. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements. 9.5.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a) (1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts. 10.INSURANCE. 10.1. SELF -INSURED - CITY is self -insured. CITY agrees to deliver evidence of self -insured coverage providing general liability insurance, coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certification of self-insurance letter ("Letter of Self -Insurance"), satisfactory to STATE, certifying that CITY meets the coverage requirements of this section. This Letter of Self -Insurance shall also identify the landscaped area location as depicted in EXHIBIT A. CITY shall deliver to STATE the Letter of Self -Insurance with a signed copy of this AGREEMENT. A copy of the executed Letter of Self -Insurance shall be attached hereto and incorporate as Exhibit B. 10.2. SELF -INSURED using Contractor - If the work performed under this AGREEMENT is done by CITY 's contractor(s), CITY shall require its contractor(s) to maintain in force, during the term of this AGREEMENT, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement. 11. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY's failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE. 12.TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause. PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement. IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written. THE CITY OF TEMECULA By: James Stewart Mayor ATTEST: By: Randi Johl City Clerk LM Peter M. Thorson City Attorney STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION M Jim A. Rogers Deputy District Director Maintenance District 08 LEGEND: ® LANDSCAPED AREA TO BE MAINTAINED BY THE CITY CALTRANS R/W ROUTE 15 AND ROUTE 79 COOP AGREEMENT NO. 08-1515 EXHIBIT ''A" POST MILE 3.2 - 3.6 BEGIN LANDSCAPE IMPROVEMENTS Sta 173+50 01111-m- .- �. F FONj STRESS a : •1�� gLVI.. �---------- ---- - -- - SO , END LANDSCAPE IMPROVEMENTS- Sta 192+37 I-15/SR-79 SB OFF RAMP (SEP) Br No. 56-O653K SR-79 UC EXHIBIT B - LETTER OF CERTIFICATE OF CITY TEMECULA STATEMENT OF SELF INSURANCE District 08 Maintenance 464 w 4th Street San Bernardino Ca 92401 June 8, 2023 ATTN: David Gilbert City of Temecula Department of Finance RE: Statement of Self Insurance for City of Temecula Related to Landscape Maintenance Agreement with State of California Department of Transportation ("STATE") for the Landscape Area along Interstate 15 at PM 3.2- 3.E Dear Mr. Gilbert The purpose of this letter is to certify that the CITY is self -insured and self -funded covering third -party claims arising out of its general operations (for example, commercial general liability and automobile liability insurance). Further the CITY is self -insured covering workers' compensation claims and has received the consent of the State Department of Industrial Relations to do so. Each fiscal year, as a part of its budgetary process, the CITY appropriates funds specifically to satisfy valid third -party claims and workers' compensation claims, which may be brought against the CITY. The CITY certifies its self -insured, general liability coverage for bodily injury liability and property damage liability, meets the required coverage amounts in section 10.1 (INSURANCE) of the Landscape Maintenance Agreement, specifically general liability insurance, coverage of bodily injury liability and property damage liability in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. The CITY further represents that regarding any claims made in connection with the Maintenance Agreement by the STATE, the STATE will be first -in -line regarding the reserved, self -insured amounts. If you need any additional information regarding this letter, please direct those inquires through my office. Sincerely, Nicole Flores RISK MANAGER f ANk The Heart aF Sauthern Cali{arnia Wine Country City of Temecula Fiscal Years 2023-27 Capital Improvement Program I-15/STATE ROUTE 79 SOUTH INTERCHANGE ENHANCED LANDSCAPING Infrastructure Project Project Description: The project includes the landscape beautification of the west side of the Interstate 15/State Route 79 South (Temecula Parkway) interchange with enhanced landscaping & hardscape inspired by the 1-15 Branding & Visioning Plan. Benefit: This project meets the City-wide long-term goals as identified in the Quality of Life Master Plan to include a Healthy and Livable City and Economic Prosperity. Core Value: Healthy and Livable City Project Status: This project is in the design phase with construction scheduled for FY 2022-23. Department: Public Works - Account No. 210.265.999.690 / PW17-19 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 79,315 123,263 202,578 Construction 2,480,000 2,480,000 Construction Engineering 350,000 350,000 Design & Environmental 311,661 214,244 525,905 Total Expenditures i 390,976 337,507 2,830,000 3,558,483 Source of Funds: Measure 5 Reim bursement-Pechanga IGA 441,350 287,133 330,000 2,500,000 1,058,483 2,500,000 Total Funding 441,350 2,787,133 330,000 3,558,483 Future Operating & Maintenance Costs: Total Operating Costs 1 56,240 58,490 60,830 62,046 Notes : 1. Operating & Maintenance costs reflect the ongoing irrigation and landscape maintenance required by CalTrans. 140 I P711ECITYOF I-15/SR 79 South Interchange Enhanced -TEMECUL` Landscaping PW17-19 752.3 0 Distance / 2 752.3 Feet W GS_1984_W eb_Mercator_Auxiliary_Sphere © Latitude Geographics Group Ltd. Legend City of Temecula Boundary Street Names Highways HWY INTERCHANGE . INTERSTATE OFFRAMP ONRAMP . USHWY ❑ Cities Streets <Null> PAVED -- PROPOSED UNPAVED 1: 9,028 0 This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Item No. 6 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Approve Grant of Easement on Portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison for Electric Vehicles Charging Station Project, PW21-09 PREPARED BY: Avlin Odviar, Principal Civil Engineer Samantha Preciado, Assistant Engineer II RECOMMENDATION: That the City Council: 1. Approve a Grant of Easement on a portion of Assessor's Parcel Number 921-020-079, Field Operations Center, to Southern California Edison; and 2. Authorize the Mayor to sign the Grant of Easement. BACKGROUND: The Electric Vehicles Charging Station Project, PW21-09 is a CIP project to install electric vehicle (EV) charging stations at various City owned facilities. The City has been successful leveraging Southern California Edison Company's (SCE) Charge Ready Program, specifically the "Charging Infrastructure and Rebate" option to help execute installations. Under this option SCE designs and installs, at their cost, the electrical infrastructure between the utility and the service meter, and from the meter to the EV charging stations. Additionally, this option provides a small rebate for program participants to partially offset the cost of the EV chargers. For their part, program participants shall operate the EV chargers for at least 10 years and grant an easement to SCE for the associated electrical infrastructure and access to maintain. The subject project will install EV chargers inside the Field Operations Center (FOC) for employee and fleet use only. Four (4) dual port, wall mounted chargers, which can charge a total of eight (8) vehicles simultaneously, will be installed along the adjacent wall running southeast near the gated entrance of the FOC. The subject easement provides for the SCE electrical infrastructure and maintenance access needed to support these vehicle chargers. The easement is comprised of three (3) sections to cover the electrical switchboard, transformer, and electrical conduit/feed. The total area of the easement is approximately 958 square feet and will not impact existing operations at the FOC. The easement is a requirement of the SCE Charge Ready Program. The City is a voluntary participant in the program and requested the electrical infrastructure for the corresponding EV chargers, therefore, the City is not seeking compensation in exchange for the grant of easement. Staff recommends the City Council approve the Grant of Easement to SCE. FISCAL IMPACT: There is no fiscal impact associated with approving the Grant of Easement to SCE. ATTACHMENTS: 1. Grant of Easement 2. Exhibit - Easement Location Aerial RECORDING REQUESTED BY SOU IH❑1N CALIIORNIA EDISON \n LMS0 r \ i ER v, u_ C0111. WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY 2 INNOVATION WAY, 2nd FLOOR POMONA, CA 91768 Attn: Title and Real Estate Services SCE Doc No.: GRANT OF EASEMENT Vehicle Charging Station SPACE ABOVE THIS LINE FOR RECORDER'S USE DOCUMENTARY TRANSFER TAX $ NONE (VALUE Wildomar TD2,130675 - AND CONSIDERATION LESS THAN 5100.001 SCE Company F170 SIG. OF DECLARANT OR AGENT DETERMINING TAX FIRM NAME APN 921-020-079 VEGETATION& LAND SLS/CG 12/19/23 MANAGEMENT CITY OF TEMECULA, a general law city (hereinafter referred to as "Grantor"), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as "Grantee"), an easement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time overhead and underground electrical supply systems and internal communication systems for SCE's sole use (hereinafter referred to as "systems"), consisting of poles, guys and anchors, crossarms, wires, underground conduits, cables, vaults, manholes, handholes, and including above -ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means, solely for the purpose of providing electrical power to vehicle charging stations, in, on, over, under, across and along that certain real property in the City of Temecula, County of Riverside, State of California, described as follows: FOR LEGAL DESCRIPTION, SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. Grantor agrees for itself, its heirs and assigns, not to erect, place or maintain, nor to permit the erection, placement or maintenance of any building, planter boxes, earth fill or other structures except walls and fences on the hereinbefore described easement area. The Grantee, and its contractors, agents and employees, shall have the right to trim or top such trees and to cut such roots as may endanger or interfere with said systems and shall have free access to said systems and every part thereof, at all times, for the purpose of exercising the rights herein granted; provided, however, that in making any excavation on said property of the Grantor, the Grantee shall make the same in such a manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to such excavation as is practicable. Upon written request, Grantee shall relocate its facilities installed hereunder to another mutually approved area on Grantor's property and provided that Grantee has first been given an easement over such new area on terms identical to those set forth herein. Such relocation shall be at Grantor's sole cost and expense. Upon completion of the relocation, Grantee shall execute a quitclaim of this easement on terms reasonably acceptable to Grantor and Grantee. To the extent Grantor removes the vehicle charging stations, and such removal is not part of a relocation, Grantor may, upon sixty (60) days written notice, terminate this easement and Grantee shall execute a quitclaim on a mutually acceptable form. However, in no event will the vehicle charging stations be removed for a period of ten (10) years from the date of execution below. Upon termination, Grantee shall have a limited right to access the property for the purpose of removing its facilities or Grantee may abandon its systems in place. In addition, upon written request, Grantee will execute a quitclaim of this easement on terms reasonably acceptable to Grantee and Grantor. EXECUTED this 1344'day of FG6 rya 20 2y. GRANTOR CITY OF TEMECULA, a general law city M Name Ta.w"t.S S+eA,-�arIr _ Title Mo-.0 or 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 On before me, a 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. S ignature (Seal) DCR802335188 TD2130675 EXHIBIT "A" VARIOUS STRIPS OF LAND LYING WITHIN PARCEL 9 OF PARCEL MAP 19580, AS PER MAP FILED IN BOOK 154, PAGES 92 THROUGH 96 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, THE CENTERLINES OF SAID STRIPS ARE DESCRIBED AS FOLLOWS: STRIP #I (15.00 FEET WIDE) COMMENCING AT THE SOUTHERLY CORNER OF SAID PARCEL 9; THENCE ALONG THE SOUTHEASTERLY BOUNDARY OF SAID PARCEL 9, NORTH 45°40'14" EAST 214.50 FEET; THENCE NORTH 44°19'46" WEST 98.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 44019'46" WEST 10,00 FEET TO A POINT OF ENDING, SAID POINT TO BE HEREINAFTER REFERRED TO AS POINT "A". STRIP #2 (20.00 FEET WIDE) COMMENCING AT SAID POINT "A"; THENCE NORTH 45040' 14" EAST 2.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 44019'46" WEST 14.00 FEET TO A POINT OF ENDING, SAID POINT TO BE HEREINAFTER REFERRED TO AS POINT `B". �LP #3 (6.00 FEET WIDE) COMMENCING AT SAID POINT "B' ; THENCE SOUTH 45°40' 14" WEST 7.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 44°19'46" WEST 88.00 FEET TO A POINT OF ENDING. FOR SKETCH TO ACCOMPANY LEGAL DESCRIPTION, SEE EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF. Prepared by me or under my supervision: Dated:. 10 .2024 em2 M. Bakke 1Z. 186 9 �Exp06-30-2025 �FtOF SSJpyq� LLI "I. C-18619 , OF POR. PARCEL 9 EXHIBIT "B" STRIP #3 — 6' WIDE 0 ° R6' TPOB STRIP #3 O POR. PARCEL 9 PARCEL MAP 19580 P.M.B. 154/92-96 PARCEL 3 PARCEL MAP 20873 P.M.B. 131/58-59 40 0 40 80 scale .I _ 40' feet LEGEND_ SHEET 1 OF 1 r --- ' DENOTES L___.J SCE EASEMENT AREA POC = POINT OF COMMENCEMENT TP06 = TRUE POINT OF BEGINNING / f ,1-* NIK �O 4x� PT. "B" & POC STRIP #3 PT. "A" & - —� POC STRIP #2 STRIP #1 15' WIDE TPOB STRIP #1 POC STRIP #1 N44°19'46"W 14.00' STRIP #2 20' WIDE TPOB STRIP #2 .` s 9 0 t 0, � 1 PARCEL 10 �y,�F IDS S110 M. � r Co !q f %. -. " No. C-18619 Expo vi� OF Dated , 2024 Glenn M. Bakke R.C.E.# 18619 Exp. 6-30-25 APPROXIMATE EASEMENT LOCATION 000\�,q rli Approximate Location of Proposed SCE Easement at Field Operations Center (FOC) Not To Scale .�� ,� -�- �e .r �� � �� � J 4 /� `.,a� Item No. 7 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works / City Engineer DATE: February 13, 2024 SUBJECT: Approve Plans and Specifications and Authorize Solicitation of Construction Bids for the Southside Parking Lot Reconfiguration, PW 15-07 PREPARED BY: Nino Abad, Senior Civil Engineer Chris White, Associate Engineer RECOMMENDATION: That the City Council approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Southside Parking Lot Reconfiguration, PW 15-07. BACKGROUND: Construction of the Southside Parking Lot Reconfiguration, PW 15- 07 (Project), includes reconfiguring the Southside Parking Lot due to the impacts by the Riverside County Flood Control's acquisition of a portion of the parking lot. The project generally consists of the removal and/or replacement of parking lot lights, retaining walls, trees, handrail, and existing pavement to accommodate a new parking lot configuration. The project also includes asphalt grinding, overlay, slurry seal and restriping of the parking lot to the new configuration. The plans and specifications are complete. The contract documents are available for review in the Director of Public Works' office. The Engineer's estimate of construction cost is $1,250,750 and estimate of construction duration is 120 working days (approximately 6 months). This project is categorically exempt from the California Environmental Quality Act (CEQA) per CEQA exemption section number 15301, Class 1, Existing Facilities. A CEQA exemption letter was submitted to the County of Riverside and was approved and recorded on November 13, 2015. FISCAL IMPACT: The Southside Parking Lot Reconfiguration Project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2024-2028, and is funded with General, Measure S, Reimbursements and TEAM Funds. There is no Fiscal Impact for soliciting bids. ATTACHMENTS: 1. Project Description 2. Project Location Map City of Temecula Fiscal Years 2024-28 Capital Improvement Program The Heart of Southern California Wine Country MURRIETA CREEK IMPROVEMENTS Infrastructure Project Project Description: This project reflects the United States Army Corps of Engineers (USACE) and Riverside County Flood Control (RCFC) improvements to Murrieta Creek within City limits. This project also include the study, design, and construction of alternatives to reconfigure the existing Southside Parking Lot which has been impacted by the Riverside County Flood Control's acquisition of a portion of the parking lot. Lighting will be added to the trail on the east side of Murrieta Creek between First Street and Rancho California Road. The installation of a RCFC Storm Drain Catch Basin No.100 on Pujol Street was added. Benefit: This project helps prevent flooding of Old Town Temecula. Core Value: A Safe and Prepared Community Project Status: Murrieta Creek Flood Control Project Phase 2A (South of First Street Bridge to just south of Rancho California Road) was completed in 2018. Design for the Southside parking lot reconfiguration is on -going. Construction is anticipated in FY 2023-24. The RCFC Storm Drain Catch Basin No. 100 on Pujol Street was completed. Department: Public Works - Account No. 210.265.999.5800.PW15-07 / 735 Level: I Project Cost: Prior Years Actuals 2023-24 2022-23 Adopted 2024-25 2025-26 2026-27 2027-28 Adjusted Budget Projected Projected Projected Projected Total Project Cost 5801-Administration 64,582 72,545 50,000 187,128 5804-Construction 7,248 805,701 100,000 912,949 5802-Design & Environmental 192,754 32,904 30,000 255,657 5601-Furnishings & Equipment 129,387 613 130,000 Total Expenditures 393,971 911,762 180,000 1,485,734 Source of Funds: 4001-General Fund 135,858 135,858 4002-Measure S 53,791 180,000 233,791 4438-Reimbursements 857,585 58,500 916,085 4145-TEAM 200,000 200,000 Total Funding 1,047,234 258,500 180,000 - 1,485,734 Future Operating & Maintenance Costs: Total Operating Costs 137 PW 15-07 - Southside Parking Lot Reconfiguration % Its i S n I It A 1 11,12801 1.1 0 94.04 188.1 Feet This map is a user generated static output from an Internet mapping site is for reference only. Data layers that appear on this map may or may nc S_1984_Web_Mercator_Auxiliary_Sphere accurate, current, or otherwise relic atitude Geographics Group Ltd. THIS MAP IS NOT TO BE USED FOR NAVIGAT OF PEAgt� G o�ti Coo ` o �o 1989 002 Legend ❑ Parcels City of Temecula Boundary Notes Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Establish All -Way Stop Control at the Intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta PREPARED BY: Nick Minicilli, Senior Traffic Engineer Erick Escobedo, Associate Engineer II RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF CAMINO PIEDRA ROJO AND PAROWN DRIVE/AVENIDA BICICLETA AND FINDING THAT THE ACTION IS EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) UNDER SECTION 15301(C) OF THE CEQA GUIDELINES BACKGROUND: In late 2022, City of Temecula staff received a public comment at Traffic Safety Commission meeting with a request to consider the feasibility of implementing all - way stop controls to address concerns of excessive speeding and pedestrian crossing conditions at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta (Exhibit A). The citizen referenced concerns with speeding and uncontrolled pedestrian crossings at this intersection specifically during pickup and drop-off times for nearby middle school as there are no convenient controlled pedestrian crossings nearby. The request for an all -way stop and pedestrian controls at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta would provide additional controlled access for students heading to/from Vail Ranch Middle School. In 2023, several field reviews were performed by staff at this intersection and, based on vehicular and pedestrian activity observed, it was determined that the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta warranted further analysis for stop and pedestrian controls. Camino Piedra Rojo is a forty-four (44) foot wide residential collector roadway providing access to numerous single-family residences between Butterfield Stage Road and Vail Ranch Parkway. The posted speed limit on Camino Piedra Rojo is 25 MPH due to several residential homes fronting this roadway and the Average Daily Traffic (ADT) volume on is approximately 4,380 ADT. Recent speed data collection confirmed an 85th percentile speed of 33 MPH for this stretch of Camino Piedra Rojo. Parown Drive is a forty (40) foot wide local residential roadway that provides access to Camino Piedra Rojo for numerous single-family residences located within the area. Parown Drive has a speed limit of 25 MPH and carries approximately 278 ADT. Avenida Bicicleta is a forty (40) foot wide local residential roadway that provides access to Camino Piedra Rojo for numerous single-family residences located within the neighborhood. Avenida Bicicleta has a speed limit of 25 MPH and carries approximately 201 ADT. In August 2023, staff generated speed and volume data during the school semester from January 2023 through May 2023 using Streetlight Data software. Over this five (5) month period, review of prevailing (851h percentile) speeds indicates that speeds vary from 30 to 33 miles per hour during peak AM and PM hours on posted 25 MPH segments of Camino Piedra Rojo. The results of the speed data review indicate that most speeding is occurring during peak AM and PM hours. The collected volume data was used to evaluate entering volumes and prevailing speeds for the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. In addition to the data collection, a review of intersection characteristics and conditions were performed, which included an evaluation of sight distance, collision history, and completion of a multi -way stop warrant analysis at both intersections. An evaluation of sight distance was performed at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. A minimum unobstructed sight distance of 150 feet is required for the posted 25 mph speed limit on Camino Piedra Rojo. The results of the evaluation are shown in the table below: Location Sight Distance Required Visibility (Posted 25 MPH) Parown Drive (Southbound) • Looking East 300' 150' • Looking West 220' 150, Avenida Bicicleta (Northbound) 225' 150, • Looking East • Looking West 200' 150, As shown, the visibility at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta is more than adequate for the posted speed limit. A review of the collision history for the three (3) year period from June 1, 2020 to May 31, 2023, indicates there were no (0) reported collisions at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. The Multi -Way Stop Sign Installation Policy for Residential Streets' warrant criteria was used to evaluate the need for multi -way stop signs at the intersection. The warrants allow for the installation of multi -way stop signs when the following conditions are satisfied: 1. Minimum Traffic Volumes a. The total vehicular volume entering the intersection from all approaches is equal to or greater than three hundred (300) vehicles per hour for any eight (8) hours of an average day; and b. The combined vehicular volume and pedestrian volume from the minor street is equal to or greater than one hundred (100) per hour for the same eight (8) hours. 2. Collision History a. Three (3) or more reported collisions within a twelve (12) month period of a type susceptible to correction by a multi -way stop installation. Such accidents include right and left -turn collisions as well as right-angle collisions. 3. Roadway Characteristics a. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day, b. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs. c. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%) split; and d. Both streets are 44 feet wide or narrower. Warrants for Minimum Traffic Volumes, Collision History and Roadway Characteristics must be met to justify the installation of a multi -way stop. Other criteria that may be considered when evaluating the need for multi -way stop signs include: 4. Visibility a. The intersections sight distance is less than: ■ 150 feet for 25 MPH ■ 200 feet for 30 MPH ■ 250 feet for 35 MPH 5. The need to control left -turn conflicts. 6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers. 7. The roadways and intersection appear on a Suggested Route to School plan. 8. There are no traffic signals or all -way stop controls located within 600 feet of the intersection. 9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area. The multi -way stop warrant analysis performed found that the required Warrants 1, 2 & 3 were not satisfied and all -way stop controls are not justified at the intersection based on quantitative data. The Policy does however provide the flexibility to consider the need to control vehicle and pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers. During field reviews, staff noticed elevated amounts of vehicular and pedestrian traffic at the existing uncontrolled striped crosswalk at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta which provides access to Vail Ranch Middle School. Staff observed that many of these school age pedestrians were crossing the uncontrolled crosswalk without an available crossing guard and were dependent on vehicles yielding for them to cross safely. Staff observed elevated speeds and volumes on Camino Piedra Rojo during morning school drop-off and afternoon pickup while witnessing several close calls with distracted pedestrians. Based on the review of the intersection under these criteria, and the fact that it acts as a suggested school route to a school for residents in the area, staff has determined there is justification for all -way stop controls at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. At the meeting on October 26, 2023, the Traffic Safety Commission considered the all -way stop with striped pedestrian crosswalks and approved (5-0) the staff recommendation that the City Council adopt an Ordinance establishing the all -way stop at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. Staff recommend establishing all -way stop controls and striped pedestrian crosswalks at the intersection of Camino Piedra Rojo and Parown Drive/Avenida Bicicleta. FISCAL IMPACT: Minor cost associated with the recommended action. ATTACHMENTS: 1. Resolution 2. Exhibit A - Location Map 3. Multi -Way Stop Warrant Analysis RESOLUTION NO.2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ESTABLISHING AN ALL -WAY STOP CONTROL AT THE INTERSECTION OF CAMINO PIEDRA ROJO AND PAROWN DRIVE/AVENIDA BICICLETA AND FINDING THAT THE ACTION IS EXEMPT FROM CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) UNDER SECTION 15301(C) OF THE CEQA GUIDELINES THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council has considered the facts justifying the need for stop signs at the location described in this resolution. A. The City Council hereby finds and determines the installation of the stop signs pursuant to this resolution will enhance public health, safety, and general welfare at the intersection. B. The City Council hereby finds the proposed stop signs will not create any adverse conditions in the area and the action is exempt from California Environmental Quality Act (CEQA) under Section 15301(c) of the CEQA Guidelines. Section 2. Pursuant to Section 10.12.100 of the Temecula Municipal Code, the following All -Way Stop Intersection is hereby established in the City of Temecula: Camino Piedra Rojo and Parown Drive/Avenida Bicicleta PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk 1 F "f .x � w 5 f lip qr •k / i # Y k I � ' #• } 40 pp AN fF 1 �� _ pia "� I � � iY f -• � { qk e4% AA F � , MULTI -WAY STOP WARRANT (Residential Streets) Major Street: Camino Piedra Rojo Critical Approach Speed 25 MPH Minor Street: Parown Drive/Avenida Bicicleta Critical Approach Speed 25 MPH Wararnts 1, 2, and 3 Must Be Satisfied 1. Minimum Vehicular Volume Satisfied Yes No X� MINIMUM REQUIREMENTS I 7:00 AM 8:00 AM1 1:00 PM1 2:00 PM1 3:00 PM1 4:00 PM1 5:00 PM1 6:00 PM1 Hour Total All Approaches 300 207 195 325 403 385 437 509 396 Combined Vehicular Ped Volume Minor Street 100 4 3 16 19 12 13 18 13 2. Collision History Satisfied MINIMUM REQUIREMENTS NUMBER OF ACCIDENTS 3 OR MORE 0 3. Roadway Characteristics Satisfied (All Parts Below Must Be Satisfied) A. The traffic volume on the uncontrolled street exceeds two thousand (2,000) vehicles per day, B. The intersection has four (4) legs, with the streets extending 600 feet or more away from the intersection on at least three (3) of the legs, C. The vehicular volumes on both streets are nearly equal to a forty/sixty percent (40/60%; split, and D. Both streets are 44 feet wide or narrower. Options (Other Criteria That May Be Considered) 4. Visibility The intersection sight distance is less than: 150 feet for 25 MPH 200 feet for 30 MPH 250 feet for 35 MPH 5. The need to control left -turn conflicts. 6. The need to control vehicle/pedestrian conflicts near locations that generate high pedestrian volumes such as schools, parks and activity centers. 7. The roadways and intersection appear on a Suggested Route School plan. 8. There are no traffic signal or all -way stop controls located within 600 feet of the intersection. 9. The installation of multi -way stop signs is compatible with overall traffic circulation needs of the residential area. Yes No X� Yes No �X Yes No Yes No Yes No �X Yes No Satisfied Yes No Yes F____] No �X Yes No Yes No Yes No �X Yes No Item No. 9 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Receive and File Temporary Road Closure and Detour for Nicolas Road at Calle Girasol PREPARED BY: Nick Minicilli, Senior Traffic Engineer Erick Escobedo, Associate Engineer II RECOMMENDATION: That the City Council receive and file the temporary road closure and detour for Nicolas Road at Calle Girasol. BACKGROUND: The Nicolas Road Extension and Improvement Project is currently in construction and proposes widening a portion of Nicolas Road and providing a connection from Butterfield Stage Road to Joseph Road. This proposed segment of the Nicolas Road extension project has been designed as a Modified Secondary Arterial Roadway and will construct public improvements consisting of public street, drainage, residential access, utility, and other related items consistent with the Roadway Plan of the City's General Plan. To aid in the construction of major road and drainage improvements, the intersection of Nicolas Road and Calle Girasol will need to be temporarily closed and traffic detoured. The road closure is necessary to expedite construction and to provide safe travel for the public and a safe working environment for the contractor. The proposed detour route is referenced in Exhibit A and is anticipated to be in effect from February 24, 2024 to December 31, 2024. As part of the detour, City staff is recommending the installation of a temporary all -way stop at the intersection of Nicolas Road and Calle Medusa-Liefer Road. This all -way stop will be in effect for the remainder of the construction for the Project and will be reevaluated after project completion to determine if the all -way stop should remain permanent. At the meeting on January 25, 2024, the Traffic Safety Commission considered the proposed closure and detour route and approved (5-0) the staff recommendation of the closure and detour. Staff recommends the approval of the proposed detour route for the temporary closure of Nicolas Road at Calle Girasol. FISCAL IMPACT: None ATTACHMENTS: Exhibit A - Proposed Nicolas Road Detour LL r NICOLAS RD ,�: 1+ ti�• r lir } A DETOUR a�'r r' . _- �� , — ?�4 BUTTERFIELD STAGE RD �' • .�I■T , ' move-�': i- -: I� -— - r r•,ry_•,1,, • ,ram - . ILM4-9(RT) i }� F- 6. 40 LOCAL : ' tr • •• 1' ` 1. DETOURIP F 9 aL:*!Jpo % ' •'' B 1 ' - %t n� 1 M4-8a J r . � - - � _ — - - r- 4pp JJKKL DETOUR • Ir •'■:.� _ - f _� ' 1 ■-�'P � M4-10(RT) _ �� . J1 �'IL IL (D' DETOUR �; 0. ` _ Q• ` { ti r M4-10(VOO LT) — i ROAD "+� J 117. CLOSED •�--� 4 - - - a L •� - L r r L Rl 1-2 C - 'r ROAD CLOSED - Glive _ 2500 FEET F� - 1 r'. _ AHEAD � � }} � 4 � _ ; i ' O O 'r E < IL r B R11-3a r , - tiL ■ �•IL L ROAD CLOSED - Ln k.• M �'0. ti H TO oA THRU TRAFFIC — n��0 O ■ r 1 H �r � - Rl 1-4,• � , 7 a ti T or IN Z - ,r 1 � i ~ qp DETOUR � k.• � � �i� PS � _ 4IV - rs SC3(6A) or ..� OUTLET _ ' • - .1 1 1r _ i 1 �ti J` L �• • 1• �. 1 •1 ti r s r 1 W 4-2 B/O ti' F. _ 1 •- - _ TY RD _, . n �� LEGEND I)EPU_ ' . a, , DETOUR �� — s � •' DETOUR ROUTE Kr_ AHEAD F • ti • .'y - :1 ti r - ■, iti w LOCAL TRAFFIC DETOUR ROUTE W20-2 •ry,,,i i �• '�- MEDUSA ' 4 } N ICOLAS ROAD AND CALLE 7 ALLE 1 , R AD— r} _0 Y J ~ GIRASOL IMPROVEMENTS �; CLOSED 1 �. _ 1 �_ _ ;.� _ �• - •� AHEAD IEFER RD : _ , ' ♦ • •� �� • ' r SIGN ON TYPE I BARRICADE zr � t L �� r '1. F 1 w }q Ln W 2 0 -3 ` �, + I r •'-'• ,'tea 4r• ,' = r •- — *� — - #.% SIGN ON TYPE III BARRICADE ILL m •r ' ti z P JF - Oslo Amt b6 L%hL 1 IL O r _ _ 4-WAYSTOP-CONTROLLED R• � *- - _ � •�•• �= - ti L NICOLAS ROAD AND CALLE GIRASOL STREET IMPROVEME owl I � 40810 COUNTY CENTER DR., INTERSECTION N- _ - _ SUITE200 � � � TEMECULA, CA 92591 PHONE' (951) 676-8042 1 0 ti lb + I N T E R N A T I O N A L MBAKERINTL.COM EXHIBIT A: PROPOSED NICOLAS ROAD DETOUR Item No. 10 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 13, 2024 SUBJECT: Receive and File Temporary Street Closures for Temecula Sunset Market PREPARED BY: Anissa Sharp, Management Assistant Nick Minicilli, Senior Traffic Engineer RECOMMENDATION: That the City Council receive and file the temporary closure of certain streets for the Temecula Sunset Market. BACKGROUND: A special event is scheduled between February 2024 and November 2024 which necessitates the physical closure of all or portions of certain streets within the Old Town area and other streets throughout Temecula. These closures are necessary for event operation as well as to protect participants and viewers. The associated street closures are as follows: 1) TEMECULA SUNSET MARKET — February to November 2024 (Bi-Monthly Afternoon Market in Old Town) The Temecula Sunset Market will be open for public use the 2nd and 41h Wednesday of each month with the last market occurring November, 27, 2024 in the Town Square Park. The street closures necessary are as follows: Main Street February to November 2024 from the easterly driveway edge of 2"d and 4th Wednesday 28636 Old Town Front Street 12:00 p.m. to 11:00 p.m. at Be Good Restaurant to Mercedes Street February to November 2024 Mercedes Street 2nd and 4th Wednesday Third Street to Fourth Street 12:00 p.m. to 11:00 p.m. Street closures for the Temecula Sunset Market event are shown on Exhibit "A" attached hereto. Street closures are allowed by the California Vehicle Code upon approval by the local governing body for certain conditions. Under Vehicle Code Section 21101, "Regulation of Highways," local authorities, for those highways under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other instances, "temporary closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of local authorities having jurisdiction, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing." Chapter 12.12 of the Temecula Municipal Code, Parades and Special Events, provides standards and procedures for special events on public streets, highways, sidewalks, or public right of way and authorizes the City Council or City Manager to temporarily close streets, or portions of streets, for these events. FISCAL IMPACT: The costs of police services, as well as services provided by the City Public Works Maintenance Division (for providing, placing and retrieving of necessary warning and advisory devices), are appropriately budgeted within the City's operating budget. ATTACHMENTS: 1. Exhibit A — Street Closure Map - Temecula Sunset Market 2024 �i Mercedes St �A �rthSt 4 WOr ark Temecula Sunset Market February - November 6 2nd and 4th Wednesday Exhibit A: Temecula Sunset Market 2024 Ala Y tf y yy�,� r w�l Third St WNW. �w w7 . V j �r +r rr r ry •r r r 4r} vr. r• rr 17 +., f r 128636 Old Town Front St Ili. 11 �--. ma "s; 9 Second St Item No. 11 ACTION MINUTES TEMECULA COMMUNITY SERVICES DISTRICT MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JANUARY 23, 2024 COUNCIL MEMBER ZAK SCHWANK TO PARTICIPATE ELECTRONICALLY VIA ZOOM FROM: HOLIDAY INN 300 J STREET SACRAMENTO, CALIFORNIA CALL TO ORDER at 7:18 PM: President Zak Schwank ROLL CALL: Alexander, Kalfus, Schwank (virtual), 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 (4-0): Motion by Stewart, Second by Alexander. The vote reflected unanimous approval. 6. Approve Action Minutes of January 9, 2024 Recommendation: That the Board of Directors approve action minutes of January 9, 2024. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 7:20 PM, the Community Services District meeting was formally adjourned to Tuesday, February 13, 2024 at 5:00 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Zak Schwank, President ATTEST: Randi Johl, Secretary [SEAL] Item No. 12 ACTION MINUTES JOINT TEMECULA PUBLIC FINANCING AUTHORITY AND CITY COUNCIL MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JANUARY 23, 2024 COUNCIL MEMBER ZAK SCHWANK TO PARTICIPATE ELECTRONICALLY VIA ZOOM FROM: HOLIDAY INN 300 J STREET SACRAMENTO, CALIFORNIA CALL TO ORDER at 7:20 PM: Chair/Mayor James Stewart ROLL CALL: Alexander, Kalfus, Schwank (virtual), Stewart TPFA PUBLIC COMMENTS — None TPFA / COUNCIL CONSENT CALENDAR Unless otherwise indicated below, the following pertains to all items on the Consent Calendar. Approved the Staff Recommendation (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval. 7. Approve and Adopt Resolutions of Intention to Form CFD 23-02 (Prado), Authorize the Levy of Special Taxes on Property in CFD No. 23-02, Incur Bonded Indebtedness for CFD No. 23-02 and Approve Related Documents and Agreements Recommendation: That the Board of Directors/City Council adopt resolutions entitled: RESOLUTION NO. TPFA 2024-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN - PRADO RESOLUTION NO. TPFA 2024-020 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF THE PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-02 (PRADO) RESOLUTION NO. 2024-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND MUNICIPAL SERVICES, AND IMPLEMENTATION OF AN ACQUISITION AGREEMENT - CFD 23-02 (PRADO) TPFA/COUNCIL EXECUTIVE DIRECTOR REPORT TPFA/COUNCIL BOARD OF DIRECTORS REPORTS TPFA/COUNCIL ADJOURNMENT At 7:21 PM, the Joint Temecula Public Financing Authority and City Council meeting was formally adjourned to Tuesday, February 13, 2024 at 5:00 PM, for a Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. James Stewart, Chair/Mayor ATTEST: Randi Johl, Secretary [SEAL] N Item No. 13 TEMECULA PUBLIC FINANCING AUTHORITY/CITY COUNCIL AGENDA REPORT TO: Executive Director/Board of Directors City Manager/City Council Members FROM: Aaron Adams, Authority Executive Director/City Manager DATE: February 13, 2024 SUBJECT: Adopt Resolutions of Intention to Form CFD 23-01 (Altair), Authorize the Levy of Special Taxes on Property in CFD 23-01 (Altair), Incur Bonded Indebtedness for CFD 23-01 (Altair) and Approve Related Documents and Agreements PREPARED BY: Jennifer Hennessy, City Director of Finance/Authority Treasurer RECOMMENDATION: That the Board of Directors and City Council adopt resolutions entitled: RESOLUTION NO. TPFA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN — ALTAIR RESOLUTION NO. TPFA A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF THE PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND IMPLEMENTATION OF AN ACQUISITION AGREEMENT BACKGROUND: In April of last year, in response to a request by SB Altair, LLC (the "Developer"), the Temecula Public Financing Authority (the "Authority") adopted Resolution No. 2023-02 and the City Council adopted Resolution No. 2023-35, pursuant to which they approved a Deposit/Reimbursement Agreement, subsequently executed by the Authority, the City and the Developer, whereby the Developer agreed to pay the costs of the Authority and the City in connection with the formation of a community facilities district. The Resolution of the Authority also designated various consultants to assist with the formation of the community facilities district. The Authority has now received a petition (including waivers) (the "Petition") from the Developer requesting that it move forward with the formation of the community facilities district, designate an improvement area therein and a future annexation area for the community facilities district, all for the purpose of financing public facilities, providing funds for an annual conservation fee, and to fund the costs of certain municipal services in connection with the planned Altair development project. The community facilities district is to be designated as the "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "CFD"). The initial improvement area of the CFD is to be designated "Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" ("Improvement Area No. I") and the name for the territory proposed to be annexed into the CFD in the future is "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (Future Annexation Area)" (the "Future Annexation Area"). The CFD is generally located west of Old Town Temecula. The territory to be included within the boundaries of the CFD includes several County Assessor's parcels identified in the Petition. Community facilities district financing is a commonly used method of financing public infrastructure, certain governmental fee obligations, and municipal services for new development in California. Commonly referred to as "Mello -Roos Financing" this type of land -secured financing permits the local agency to levy special taxes and issue bonds to pay for the public facilities and infrastructure costs and municipal services necessitated by new development. The costs of authorized facilities, the fee obligations, and municipal services are, and debt service on any bonds issued for the CFD is, paid from special taxes levied only on real property within the CFD boundary. The bonds typically are issued on a tax-exempt basis. The Authority will consider the adoption of two resolutions related to the formation of the proposed CFD. The CFD will only include land owned by the Developer as delineated in the Petition. In the Petition, the Developer has requested that the CFD levy special taxes and issue bonds to provide funds to fund various public improvements identified as the "Facilities" on Exhibit A in the Petition and to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund annual wildlife conservation fee and the costs of municipal services identified in Exhibit A of the Petition. The Authority proposes to use bond proceeds to finance costs of certain public improvements, including related incidental expenses. These facilities will become the property of and will be maintained by the City, the Eastern Municipal Water District (EMWD) and the Rancho California Water District (RCWD), as appropriate. To benefit future residents within CFD, the Authority expects to enter into a Joint Community Facilities Agreement with EMWD and a separate one with the City in connection with the formation of the CFD. The Authority expects to enter into a Joint Community Facilities Agreement with RCWD in the future, prior to any issuance of bonds for the CFD. SPECIFIC ACTIONS: In order to initiate the process to form the CFD, the Board of Directors of the Authority will consider adoption of two resolutions of intention relative to the proposed CFD. These resolutions call for a public hearing on March 26, 2024 on the formation of the CFD and designation of Improvement Area No. 1 and Future Annexation Area, and the future issuance of bonds for the CFD. These resolutions also specify the boundaries of the CFD (by reference to a map on file with the City Clerk, as Secretary of the Authority), the rate and method of apportionment of special taxes to be levied solely on land in Improvement Area No. 1 to pay for CFD authorized facilities, an annual conservation fee required by the Development Agreement for the project, municipal services and to repay any bonds that may be issued for the CFD, describe the improvements to be financed, the conservation fee, and the municipal services to be funded by the new CFD, and express the intent to issue up to $25,000,000 of special tax bonds for Improvement Area No. 1 and not to exceed $70,000,000 for the portion of the CFD that is not in Improvement Area No. 1 to finance authorized facilities. For one or more future improvement areas formed to include territory that annexes into the CFD from the Future Annexation Area, a different rate and method of apportionment of special tax may be adopted if the annexed territory is designated as a separate improvement area. Parcels within the Future Annexation Area will be annexed to the CFD only with the unanimous approval of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings by the Board of Directors. The resolution of intention to form the CFD also authorizes the Executive Director of the Authority to enter into in joint community facilities agreements with the City (described below) and with EMWD and RCWD with respect to facilities to be financed by the CFD but to be owned by the City, EMWD and RCWD, respectively, approves an Acquisition Agreement between the Authority and the Developer whereby the Authority agrees to use proceeds of special taxes levied on property in the CFD and proceeds of bonds issued for the CFD to pay costs of certain CFD authorized facilities to be constructed by the Developer. The City Council will consider adoption of a resolution approving Joint Community Facilities Agreement with the Authority whereby it agrees to own and operate certain facilities financed by the CFD, to provide the municipal services to be funded by the CFD, to collect and administer special taxes levied to pay the annual conservation fee, and to assist the Authority administer the Acquisition Agreement. The Joint Community Facilities Agreement allows for a credit against (or a return of) development impact fees and Quimby Act fees otherwise applicable to the construction of residential units in the Altair Development, from the proceeds of bonds issued for the CFD or special taxes levied on the property in the CFD. FISCAL IMPACT: The Developer has agreed to pay all expenses relative to the proposed formation of the new CFD and the issuance of bonds for the CFD. Costs of issuance of the proposed bond issue will be paid from the proceeds of the bonds to be issued by the Authority for the CFD. All annual costs of administering the new CFD and the bonds issued for the CFD will be paid from special taxes levied on the properties in the CFD. The bonds, if issued by the Authority for the new CFD, would be payable solely from special taxes levied on land in Improvement Area No. 1 and on land annexed to the CFD in the future. All costs of the City and the Authority to administer the Acquisition Agreement and the Joint Community Facilities Agreement will be paid for with proceeds of special taxes levied on property in Improvement Area No. 1 and on land annexed to the CFD in the future. ATTACHMENTS: 1. TPFA Resolution — Intention to Establish 2. TPFA Resolution — Incur Bonded Indebtedness 3. City Council Resolution — Joint Community Facilities Agreement and Acquistion Agreement 4. Petition 5. City — Joint Community Facilities Agreement 6. Acquisition Agreement 7. EMWD — Joint Community Facilities Agreement 8. Boundary Map 9. Annexation Map RESOLUTION NO. TPFA 2024- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO ESTABLISH A COMMUNITY FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN — ALTAIR THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Under the Mello -Roos Community Facilities Act of 1982, constituting Section 53311 et seq. of the California Government Code (the "Law"), this Board of Directors may commence proceedings for the establishment of a community facilities district. Section 2. There has been submitted to this Board of Directors a Petition (Including Waivers) (the "Petition") of SB Altair, LLC (the "Developer"), requesting the formation by this Board of Directors of a community facilities district under the Law to be known as the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District"), and requesting that the Board of Directors designate an improvement area therein and a future annexation area for the District. Section 3. Under the Law, this Board of Directors is the legislative body for the proposed District and is empowered with the authority to establish the District, designate an improvement area therein and conduct proceedings for a future annexation area for the District. Section 4. This Board of Directors proposes to begin the proceedings necessary to establish the District pursuant to the Law, to designate an improvement area of the District and to provide for the future annexation of property to the District. Receipt of the Petition to form the District is hereby acknowledged. In furtherance of the formation of the District, it is also acknowledged that the Authority, the City of Temecula (the "City") and the Developer are parties to a Deposit/Reimbursement Agreement, pursuant to which the Developer has agreed to deposit funds with City to pay the costs of conducting the proceedings to establish the District and the possible issuance by the Authority of bonds for the District, subject to reimbursement from the proceeds of bonds issued for the District, all as more specifically provided in the Deposit/Reimbursement Agreement. Section 5. The name proposed for the District is Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair). Pursuant to Section 53350 of the Law the territory to be initially included in the District as shown on the map described in Section 6 hereof is hereby designated to be an improvement area designated "Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" ("Improvement Area No. I"). This Board of Directors hereby determines that public convenience and necessity require that territory be added to the District in the future, and that this Resolution shall constitute a resolution of intention to annex territory to the District pursuant to Sections 53339.2 and 53339.3 of the Law. The name for the territory proposed to be annexed into the District in the future, as used in this Resolution, is "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (Future Annexation Area)" (the "Future Annexation Area"). Section 6. The proposed boundaries of the District and Improvement Area No. 1, and the proposed boundaries of the Future Annexation Area, are as shown on respective maps on file with the Secretary, which boundaries are hereby preliminarily approved. The Secretary is hereby directed to record, or cause to be recorded, the maps of the boundaries of the District and Improvement Area No. 1, and the Future Annexation Area, in the office of the Riverside County Recorder as soon as practicable after the adoption of this Resolution. Parcels within the Future Annexation Area shall be annexed to the District only with the unanimous approval (each, a "Unanimous Approval") of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings by this Board of Directors. Section 7. The types of public facilities (the "Facilities"), the conservation fee (the "Conservation Fee") and the types of municipal services (the "Services") proposed to be eligible for funding by the District, Improvement Area No. 1 and the Future Annexation Area (including any area therein designated to be annexed as a separate improvement area (each, including Improvement Area No. 1, an "Improvement Area")), in each case pursuant to the Law, shall consist of those items listed on Exhibit A hereto under the headings "Facilities," "Conservation Fee" and "Municipal Services," respectively, which Exhibit is by this reference incorporated herein. The Services shall be in addition to those provided in the territory of the District, Improvement Area No. 1 and the Future Annexation Area as of the date hereof and shall not supplant services already available within the territory of the District, Improvement Area No. 1 and the Future Annexation Area as of the date hereof. This Board of Directors intends to provide the Services on an equal basis in the original territory of the District and Improvement Area No. 1 and, when it has been annexed to the District, the Future Annexation Area (including any area therein designated to be annexed as a separate Improvement Area). This Board of Directors hereby determines that the Facilities, the Conservation Fee and the Services to be financed by the District, Improvement Area No. 1 and the Future Annexation Area are necessary to meet increased demands placed upon local agencies as a result of development occurring and expected to occur in the territory included in the District, Improvement Area No. 1 and the Future Annexation Area. This Board of Directors hereby expresses its opinion that the public interest will not be served by allowing property owners to enter into contracts as contemplated by Section 53329.5(a) of the Law, and does not intend to let property owners avail themselves of the actions otherwise permitted by said Section 53329.5(a). N The Executive Director is hereby authorized and directed to enter into a joint community facilities agreement with the City of Temecula, the Eastern Municipal Water District, the Rancho California Water District and any other public entity that will own and/or operate any of the Facilities, or that will provide any of the Services, with any such agreements to be in a form provided by Bond Counsel. Section 8. Except to the extent that funds are otherwise available to the District to pay for the Facilities, the Conservation Fee and the Services, and/or pay the principal and interest as it becomes due on bonds of the Authority for the District or any Improvement Area thereof issued to finance the Facilities, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non-exempt real property in the District and any Improvement Area thereof, will be levied within the District and any Improvement Area thereof and collected in the same manner as ordinary ad valorem property taxes or in such other manner as this Board of Directors or its designee shall determine, including direct billing of the affected property owners. The proposed rate and method of apportionment of the special tax among the parcels of real property within the Improvement Area, in sufficient detail to allow each landowner within the proposed Improvement Area to estimate the maximum amount such owner will have to pay, and which specifies the tax year after which no further special tax will be levied on land used for private residential purposes and which otherwise complies with applicable provisions of the Law is described in Exhibit B attached hereto which Exhibit is by this reference incorporated herein. For one or more future Improvement Areas formed to include territory that annexes into the District from the Future Annexation Area (each, a "Future Improvement Area"), a different rate and method of apportionment of special tax may be adopted if the annexed territory is designated as a separate Improvement Area. No supplements to the rate and method of apportionment of special tax for any of the Future Improvement Areas and no new rate and method of apportionment of special tax will cause the maximum special tax rates in the then - existing territory of the District (including Improvement Area No. 1) to increase. The designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness and other debt for such Improvement Area, the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by the property owner or the property owners in connection with the respective annexation to the District. The annexation and related matters described in the Unanimous Approval shall be implemented and completed without the need for approval by this Board of Directors as long as the following conditions are met: (i) The rate and method of apportionment of special tax for the new Improvement Area is prepared by a special tax consultant retained by the Authority; and (ii) The rate and method of apportionment of special tax for the new Improvement Area complies with the Authority's Local Goals and Policies for Community Facilities Districts in effect on the date of formation of the District, unless otherwise required by law. 3 This Board of Directors finds that the provisions of Section 53313.6, 53313.7 and 53313.9 of the Law (relating to adjustments to ad valorem property taxes and schools financed by a community facilities district) are inapplicable to the District, Improvement Area No. 1 and the Future Annexation Area. As required by Section 53339.3(d) of the Law, this Board of Directors hereby determines that the special tax proposed to pay for the Facilities to be supplied within the Future Annexation Area will be equal to the special taxes levied to pay for the same Facilities in previously -existing areas of the District and Improvement Area No. 1, except that (i) a higher special tax may be levied within the Future Annexation Area to pay for the same Facilities to compensate for the interest and principal previously paid from special taxes in the original area of the District and Improvement Area No. 1, less any depreciation allocable to the financed Facilities, and (ii) a higher Special Tax may be levied in the Future Annexation Area to pay for new or additional Facilities, with or without bond financing. As required by Section 53339.3(d) of the Law, this Board of Directors hereby further determines that the Special Tax proposed to pay for Services to be supplied within the Future Annexation Area and the Conservation Fee shall be equal to any Special Tax levied to pay for the same Services and the Conservation Fee in the existing District and Improvement Area No. 1, except that a higher or lower tax may be levied within the Future Annexation Area to the extent that the actual cost of providing the Services in the Future Annexation Area is higher or lower than the cost of providing those Services in the existing District and Improvement Area No. 1. In so finding, this Board of Directors does not intend to limit its ability to levy a Special Tax within the Future Annexation Area to provide new or additional municipal services beyond those supplied within the existing District and Improvement Area No. 1. Section 9. It is the intention of this Board of Directors, acting as the legislative body for Improvement Area No. 1, to cause bonds of the Authority to be issued for the District pursuant to the Law to finance the costs of the Facilities. If so issued, the bonds shall be in the aggregate principal amount of not to exceed $25,000,000, shall bear interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and shall mature not to exceed 40 years from the date of the issuance thereof. It is the intention of this Board of Directors, acting as the legislative body of the District, to cause bonds of the Authority to be issued for that portion of the District that is not included in Improvement Area No. 1 to finance costs of the Facilities. The bonds shall be in the aggregate principal amount of not to exceed $70,000,000, shall be issued in such series and bear interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of each series of bonds and other debt, and shall mature not to exceed 40 years from the date of the issuance thereof. In the event all or a portion of the Future Annexation Area is annexed as one or more Future Improvement Areas, the designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness for such Improvement Area (not to 4 exceed for all such Future Improvement Areas and any other territory in the District not included in Improvement Area No. 1, $70,000,000), the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by property owners in connection with their annexation to the District. Section 10. This Board of Directors reserves to itself the right and authority to allow any interested owner of property in the District, subject to the provisions of Section 53344.1 of the Law and such requirements as it may otherwise impose, and any applicable prepayment penalties as prescribed in the indenture or fiscal agent agreement for any bonds of the Authority for the District, to tender to the Treasurer of the Authority in full payment or part payment of any installment of special taxes or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, in the manner described in Section 53344.1 of the Law. Section 11. The levy of said proposed special tax in Improvement Area No. I shall be subject to the approval of the qualified electors of Improvement Area No. 1 at a special election. The proposed voting procedure shall be by mailed or hand -delivered ballot among the landowners in the proposed Improvement Area No. 1, with each owner having one vote for each acre or portion of an acre of land such owner owns in Improvement Area No. 1. A special tax shall be levied in the Future Annexation Area only with the Unanimous Approval of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed to the District, without any requirement for further public hearings or additional proceedings by this Board of Directors. The designation as an Improvement Area of any territory annexing to the District, the maximum amount of bonded indebtedness and other debt for such Improvement Area, the rate and method of apportionment of special tax for such Improvement Area and the appropriations limit for such Improvement Area shall be identified and approved in the Unanimous Approval executed by the property owner or property owners in connection with the respective annexation to the District. Section 12. Except as may otherwise be provided by the Law or the rate and method of apportionment of the special tax for Improvement Area No. 1 or any portion of the Future Annexation Area, all lands owned by any public entity, including the United States, the State of California and/or the City of Temecula, or any departments or political subdivisions of any thereof, shall be omitted from the levy of the special tax to be made to cover the costs and expenses of the Services, the Conservation Fee, the Facilities, the issuance of bonds by the Authority for Improvement Area No. I or any portion of the Future Annexation Area and any expenses of Improvement Area No. I or any portion of the Future Annexation Area. Section 13. The Director of Public Works of the City of Temecula is hereby directed to study the Facilities, the Conservation Fee and the Services and to make, or cause to be made, and file with the Secretary a report in writing, presenting the following: 5 (a) A brief description of the Facilities, the Conservation Fee and the Services eligible to be funded by the District, Improvement Area No. 1 and the Future Annexation Area. (b) An estimate of the fair and reasonable cost of providing for the Facilities, the Conservation Fee and the Services, including the incidental expenses in connection therewith, including the costs of the proposed bond financing, any Authority or City of Temecula administrative costs and all other related costs. Said report shall be made a part of the record of the public hearing provided for below. Section 14. Tuesday, March 26, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District and Improvement Area No. 1, will conduct a public hearing on the establishment of the District and Improvement Area No. 1, and said hearing shall be combined with the public hearing required by Section 53339.3(f) of the Law with respect to the Future Annexation Area, and following said hearing this Board of Directors expects to consider and finally determine whether the public interest, convenience and necessity require the formation of the District, Improvement Area No. 1 and the Future Annexation Area and the levy of said special tax in Improvement Area No. 1. Section 15. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District. The publication of said notice shall be completed at least seven days before the date herein set for said hearing. Said notice shall be substantially in the form of Exhibit C hereto. Said notice is being given pursuant to Section 53322 of the Law with respect to the District and Improvement Area No. 1, and pursuant to Section 53339.4 of the Law with respect to the Future Annexation Area. Section 16. This Board of Directors may in the future, by resolution, approve an agreement pursuant to Section 53314.9 of the Law, to accept an advance or advances of funds or work -in -kind from one or more landowners in the District or related entities, which advances may be repaid and work -in -kind may be reimbursed to the person or entity which advanced the funds or work -in -kind subject to compliance with the applicable provisions of Section 53314.9 of the Law. Section 17. This Board of Directors hereby finds and determines that no further environmental review is required for the funding of the Facilities, the Conservation Fee and the Services. A. On December 17, 2017, the City Council adopted Resolution No. 17-86 certifying the Final Environmental Impact Report (" BIR") for the Altair Project, Resolution No. 17-87 approving the General Plan Amendment for the Altair Project and Resolution No. 17-88 approving Tentative Tract Map 36959 for the Altair Project, and on r� January 9, 2018, the City Council adopted Ordinance No. 18-01 approving the Altair Specific Plan No. 15 (the "Altair Project Approvals"). B. All of the Facilities, the Conservation Fee and the Services that are proposed to be funded by the proposed District, Improvement Area No. 1 and the Future Annexation Area were included as development standards or conditions of approval in the Altair Project Approvals and were considered and approved as in accordance with the California Environmental Quality Act ("CEQA") as part of the Altair Project Approvals. C. This Board of Directors, therefore, hereby finds and determines that the Facilities, the Conservation Fee and the Services are exempt from CEQA pursuant to CEQA Guidelines Section 15182 as the Facilities, the Conservation Fee and the Services are in conformity with the Altair Project Approvals. This Board of Directors further finds and determines that the funding of the Facilities, the Conservation Fee and the Services does not require the preparation of a Subsequent Environmental Impact Report as none of the conditions described in Section 15162 of the CEQA Guidelines (14 Cal. Code Regs. 15162) exist. Specifically, there are no substantial changes proposed by the funding of the Facilities, the Conservation Fee and the Services that will require major revisions of the previous EIR approved by City Council Resolution No. 17-86 due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Additionally, no substantial changes have occurred with respect to the circumstances under which the proposed project are undertaken that will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and there is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was adopted, showing that: (a) the proposed project will have one or more significant effects not discussed in the EIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the EIR; (c) there are mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the proposed project, but the City declined to adopt the mitigation measure or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the EIR would substantially reduce one or more significant effects on the environment, but the City declined to adopt the mitigation measure or alternative. The Facilities, the Conservation Fee and the Services for the Altair Project are consistent with the Altair Project Approvals that was analyzed by the EIR. The Facilities, the Conservation Fee and Services are required to meet all requirements and mitigation contained in the EIR. Section 18. The Acquisition Agreement to be entered into by Authority, for and on behalf of the District, and the Developer, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized to execute and deliver the Acquisition Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority's General Counsel 7 and Formation Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Acquisition Agreement. Section 19. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 13th day of February, 2024. James Stewart, Chair ATTEST: Randi Johl, Secretary [SEAL] 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 2024- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: I_ : W: I :T97_11 to] 07L1aL10.1a C� ABSENT: BOARD MEMBERS: Randi Johl, Secretary EXHIBIT A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) DESCRIPTION OF FACILITIES AND SERVICES TO BE FUNDED BY THE DISTRICT FACILITIES It is proposed that the District be eligible to finance all or a portion of the costs of the following facilities: • The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the District; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances. • Landscaping improvements in the public right of way, including related appurtenances. • Amenities for parks located within and in the vicinity of the District. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program. • Sewer system improvements to be designated by the Eastern Municipal Water District. • Water system improvements to be designated by the Rancho California Water District. • School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more. The Facilities include the acquisition of land or real property interests, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, the cost of any required environmental mitigation and any required noise mitigation measures, landscaping and irrigation, soils testing, permits, plan check and inspection fees, a-1 insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. CONSERVATION FEE It is proposed that the District be eligible to fund the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC. MUNICIPAL SERVICES It is proposed that the District be eligible to fund all or a portion of the costs of the following municipal services: • Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services. • Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the District, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation. • Maintenance of public signage in or near the District. • Maintenance of storm protection and drainage systems within or serving the area of the District, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the District, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping. • Maintenance of street lighting located within or in the vicinity of the District, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the District, and including but not limited to electrical, LED replacement, maintenance and replacement. • Graffiti removal from public improvements within and in the area of the District. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of A-2 powers agreement adopted pursuant to Section 53316.2 of the California Government Code. The District may fund any of the following related to the services described above: the furnishing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses. The District may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof. The services to be financed by the District shall be in addition to those provided in the territory of the District before the date of creation of the District, and will not supplant services already available within that territory when the District is created. ADMINISTRATIVE EXPENSES The administrative expenses to be financed by the District include the direct and indirect expenses incurred by the Authority and the City in carrying out their respective duties with respect to the District (including, but not limited to, the levy and collection of the special taxes) including the fees and expenses of attorneys, any fees of the County of Riverside related to the District or the collection of special taxes, an allocable share of the salaries of the Authority and City staff directly related thereto and a proportionate amount of the Authority's and the City's general administrative overhead related thereto, any amounts paid by the Authority and the City from its respective general fund with respect to the District or the facilities, conservation fee and services authorized to be financed by the District, and expenses incurred by the Authority and the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the Authority and City in any way related to the District. OTHER The District may also finance any of the following: 1. Bond related expenses, including underwriters discount, appraisal and price point study costs, reserve fund, capitalized interest, bond and disclosure counsel fees and expenses, landowner counsel fees and expenses, and all other incidental expenses related to any special tax bonds (the "Bonds") issued for the District. A-3 2. Administrative fees of the Bond trustee or fiscal agent related to the District and the Bonds. 3. Reimbursement of costs related to the formation of the District advanced by the Authority, the City of Temecula, any landowner in the District, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the Authority, the City of Temecula, any landowner in the District or any party related to any of the foregoing, for facilities, conservation fees, services or other purposes or costs of the District. A-4 EXHIBIT B RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR IMPROVEMENT AREA NO. 1 OF THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) The following sets forth the Rate and Method of Apportionment of Special Tax for the levy and collection of an Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C in Improvement Area No. 1 of the Temecula Public Financing Authority ("Authority") Community Facilities District No. 23-01 (Altair) ("CFD No. 23-01 IA No. 1"). An Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C shall be levied on property in CFD No. 23-01 IA No. 1 and collected in CFD No. 23-01 I.A. No. 1 each Fiscal Year, in an amount determined through the application of the Rate and Method of Apportionment of Special Tax described below. All of the real property within CFD No. 23-01 IA No. 1, 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. 23-01 IA 1, including but not limited to the following: (i) the costs of computing Special Tax A, Special Tax B, and Special Tax C (collectively, the "Special Taxes") and of preparing the annual Special Tax A, Special Tax B, and Special Tax C 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; B-1 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. 23-01 IA No. 1. "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. "Annual Special Tax C" means for each Assessor's Parcel, the Special Tax C 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 not been issued a building permit on or before the April 1st 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. 23-01 IA No. 1. "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. "Authority" means the Temecula Public Financing Authority. "Authorized Facilities" means the public facilities authorized to be financed, in whole or in part, by CFD No. 23-01, as identified in the list of authorized facilities approved by the Resolution of Formation of CFD No. 23-01 adopted by the Board of Directors when CFD No. 23-01 was formed. "Authorized Services" means the services authorized to be funded, in whole or in part, by CFD No. 23-01, as identified in the list of authorized services approved by the Resolution of Formation of CFD No. 23-01 adopted by the Board of Directors when CFD No. 23-01 was formed. "Attached Residential Property" means Residential Property that shares at least one common wall with one or more Units of Residential Property. B-2 "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. 23-01, 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 a pledge of the proceeds of the levy of Special Tax A on Assessor's Parcels within CFD No. 23-01 IA No. 1. "Boundary Map" means a recorded map of CFD No. 23-01 which indicates the boundaries of CFD No. 23-01 IA No. 1. "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. 23-01" means the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) formed by the Authority under the Act. "CFD No. 23-01 IA No. 1" means Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) formed 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, the Special Tax B Requirement, and the Special Tax C Requirement and providing for the levy and collection of Special Tax A, Special Tax B, and Special Tax C. "City" means the City of Temecula, California. "Conservation Fee" means the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC. "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 B-3 Price Index shall 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. "Detached Residential Property" means Residential Property that is not classified as Attached Residential Property. "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, Special Tax B, and Special Tax C are being levied, and (ii) for which a building permit was issued on or before April 1st preceding the Fiscal Year in which any or all 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 P. "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. "Improvement Area No. 1" or "IA No. 1" means the property in CFD No. 23-01 designated as Improvement Area No. 1 on the Boundary Map. "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 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. "Maximum Special Tax C" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax C, determined in accordance with Section L that can be levied in any Fiscal Year on such Assessor's Parcel. B-4 "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 and Special Tax C, "Proportionately" means that the ratio of the Annual Special Tax B levy to the applicable Maximum Special Tax B and the Annual Special Tax C to the applicable Maximum Special Tax C, respectively, 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 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 P, 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 P. "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. "Special Tax(es)" means any of the Special Taxes authorized to be levied on Taxable Property within and for CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax A Requirement, Special Tax B Requirement, and/or the Special Tax C Requirement. "Special Tax A" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-01 IA No. 1 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. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax B Requirement. "Special Tax C" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-01 IA No. 1 pursuant to the Act to fund the Special Tax C 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 B-5 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 Authorized Facilities or payment of fees authorized by CFD No. 23-01 IA No. 1 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 Indenture. "Special Tax B Requirement" means, subject to the Maximum Special Tax B, that amount to be collected in any Fiscal Year to pay for Authorized Services as required to meet the needs of CFD No. 23-01 IA No. 1. The costs of services to be covered shall be the direct costs for (i) Authorized 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. "Special Tax C Requirement" means, subject to the Maximum Special Tax C, that amount to be collected in any Fiscal Year to pay for the Conservation Fee as required to meet the needs of CFD No. 23-01 IA No. 1. The costs of the Conservation Fee to be covered shall be the direct costs for (i) the Conservation Fee, and (ii) Administrative Expenses; less (iii) a credit for funds available to reduce the Annual Special Tax C levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax C Requirement include amounts needed to repay Bonds. "Taxable Property" means all Assessor's Parcels within CFD No. 23-01 1A No. 1, 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 or Zone 2. "Zone 1" means all Taxable Property located within lots 1 — 4 of Tentative Tract Map No. 36959-1. "Zone 2" means all Taxable Property located within lots 5 and 6 of Tentative Tract Map No. 36959-1. B-6 SECTION B CLASSIFICATION OF ASSESSOR'S PARCELS Each Fiscal Year, beginning with Fiscal Year 2024-25, each Assessor's Parcel within CFD No. 23-01 IA No. 1 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 or Zone 2. 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 or Non -Residential Property. Assessor's Parcels of Residential Property shall be further be classified as Attached Residential Property or Detached Residential Property and categorized based on the Building Square Footage of each such Assessor's Parcel. SECTION C MAXIMUM SPECIAL TAX A 1. Developed Property The Maximum Special Tax A for each Assessor's Parcel of 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 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. B-7 TABLE 1 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 1 Land Use Type Building Square Footage Rate Attached Residential Property Less than 1,750 $5,310 per Unit Attached Residential Property 1,750 -1,849 $5,590 per Unit Attached Residential Property 1,850 -1,949 $5,870 per Unit Attached Residential Property Greater than 1,949 $6,150 per Unit Detached Residential Property Less than 2,000 $6,040 per Unit Detached Residential Property 2,000 - 2,099 $6,290 per Unit Detached Residential Property Greater than 2,099 $6,540 per Unit Non -Residential Property N/A $61,251 per Acre TABLE 2 ASSIGNED ANNUAL SPECIAL TAX A RATES FOR DEVELOPED PROPERTY WITHIN ZONE 2 Land Use Type Building Square Footage Rate Attached Residential Property Less than 1,800 $5,685 per Unit Attached Residential Property 1,800 - 1,899 $5,835 per Unit Attached Residential Property Greater than 1,899 $5,985 per Unit Detached Residential Property Less than 2,000 $6,040 per Unit Detached Residential Property 2,000 - 2,099 $6,290 per Unit Detached Residential Property Greater than 2,099 $6,540 per Unit Non -Residential Property N/A $59,860 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 3 below: TABLE 3 ASSIGNED ANNUAL SPECIAL TAX RATES FOR APPROVED PROPERTY, UNDEVELOPED PROPERTY, AND PROVISIONAL EXEMPT PROPERTY Zone Rate Zone 1 $61,251 per Acre Zone 2 $59,860 per Acre B-8 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 or Non -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 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 or Non -Residential 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 2024-25 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, and 3 to satisfy the Special Tax A Requirement. 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 B-9 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. Notwithstanding the above, under no circumstances will the Special Tax A levied in any Fiscal Year against any Assessor's Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax A applicable to any other Assessor's Parcel be increased by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default. SECTION G PREPAYMENT OF ANNUAL SPECIAL TAX A The following definitions apply to this Section G: "CFD Public Facilities Amount" means $17,265,000 expressed in 2024 dollars, which shall increase by the Construction Inflation Index on July 1, 2025, 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 B-10 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 P. 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 by the CFD Administrator 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 B-11 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 or 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. 7. 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 B-12 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 A 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. 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 and possible, 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 B-13 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 of Directors 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 of Directors. 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 B-14 Paragraph 15 of Section G and (ii) indicate in the records of the CFD that there has been a Partial Prepayment 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. 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. SECTION I MAXIMUM SPECIAL TAX B 1. Developed Property Maximum Special Tax B Each Fiscal Year, each Assessor's Parcel of Residential Property or Non -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 Table 4 below. TABLE 4 MAXIMUM SPECIAL TAX B RATES FOR DEVELOPED PROPERTY FISCAL YEAR 2023-24 Land Use Type Rate Residential Property $237 per Unit Non -Residential Property $2,398 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. 3. Increase in the Maximum Special Tax B On each July 1, commencing July 1, 2024, the Maximum Special Tax B shall be increased by an amount equal to five and six -tenths percent (5.6%) of the amount in effect for the previous Fiscal Year. B-15 SECTION J METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX B Commencing with Fiscal Year 2024-25 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. SECTION L MAXIMUM SPECIAL TAX C 1. Developed Property Maximum Special Tax C Each Fiscal Year, each Assessor's Parcel of Residential Property or Non -Residential Property shall be subject to a Maximum Annual Special Tax C. The Maximum Annual Special Tax C applicable to an Assessor's Parcel of Developed Property shall be determined using Table 5 below. TABLE 5 MAXIMUM SPECIAL TAX C RATES FOR DEVELOPED PROPERTY FISCAL YEAR 2023-24 Land Use Type Rate Residential Property $43 per Unit Non -Residential Property $435 per Acre 2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax C shall be levied on Approved Property, Undeveloped Property, and Provisional Exempt Property. 3. Increase in the Maximum Special Tax C On each July 1, commencing July 1, 2024, the Maximum Special Tax C shall be increased by an amount equal to two percent (2.0%) of the amount in effect for the previous Fiscal Year. B-16 SECTION M METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX C Commencing with Fiscal Year 2024-25 and for each following Fiscal Year, the City shall levy the Special Tax C at up to 100% of the applicable Maximum Special Tax C, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax C equals the Special Tax C Requirement. SECTION N PREPAYMENT OF ANNUAL SPECIAL TAX C No prepayments of Annual Special Tax C are permitted. SECTION O TERM OF THE SPECIAL TAX A, SPECIAL TAX B, AND SPECIAL TAX C The Annual Special Tax A shall be levied on all Assessor's Parcels subject to the Annual Special Tax A commencing in Fiscal Year 2024-25 and in each Fiscal Year thereafter as necessary to satisfy the Special Tax A Requirement. 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 No. 23-01 IA No. 1 for uncollected Annual Special Tax A amounts associated with the levy of such Annual Special Tax A amounts, but not later than the 2067-68 Fiscal Year. For each Fiscal Year, Special Tax B and Special Tax C shall be levied in perpetuity as long as the Authorized Services and the Conservation Fee, respectively, are being provided or required, as applicable. SECTION P 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 B-17 Table 6 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 6 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 6 MINIMUM TAXABLE ACRES Zone Acres Zone 1 14.04 Zone 2 11.16 SECTION Q APPEALS AND INTERPRETATIONS Any property owner claiming that the amount or application of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C is not correct may file a written notice of appeal with the CFD Administrator in any Fiscal Year not later than twelve months after having paid the first installment of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C that is disputed for the applicable Fiscal Year. The CFD Administrator 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, Annual Special Tax B, or Annual Special Tax C, and rule on the appeal. If the CFD Administrator's decision requires that the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C 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, Annual Special Tax B, or Annual Special Tax C 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, Annual Special Tax B, and Annual Special Tax C for purposes of clarifying any ambiguity and make determinations relative to the amount of Administrative Expenses. SECTION R MANNER OF COLLECTION The Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 23-01 IA No. 1 may collect the Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C at a different time or in a different manner if necessary to meet its financial obligations. B-18 EXHIBIT C TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) NOTICE OF PUBLIC HEARING Notice is hereby given that the Board of Directors of the Temecula Public Financing Authority will conduct a public hearing on Tuesday, March 26, 2024 at 6:00 p.m. or as soon thereafter as practicable, in the Temecula City Council chambers located at 41000 Main Street, Temecula, California, to consider the following: INTENT TO FORM TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO 23-01 (ALTAIR) On February 13, 2024, the Board of Director's of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein — Altair" (the "Resolution of Intention"). Reference is hereby made to the Resolution of Intention on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars. In the Resolution of Intention, the Board of Directors declared its intention to establish (i) the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District"), (ii) Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) ("Improvement Area No. 1"), and (iii) a future annexation area for the District (the "Future Annexation Area"), all in order to fund costs of certain public improvements, a conservation fee and municipal services identified in an exhibit to the Resolution of Intention. The proposed boundaries of the District, Improvement Area No. 1 and the Future Annexation Area were identified, and the Resolution of Intention identified a proposed special tax to be levied on real property to be included in Improvement Area No. 1 to fund costs of the public improvements, the conservation fee and the municipal services, and/or to pay debt service on bonds to be issued, in a principal amount not to exceed $25,000,000, for Improvement Area No. 1 and not to exceed $70,000,000 for property in the Future Annexation Area that may be annexed to the CFD, in order to finance costs of the public improvements. In the Resolution of Intention, the Board of Directors provided that the levy of the special tax will be subject to a mailed ballot election among the landowners in Improvement Area No. 1. The Board of Directors authorized the Executive Director of the Temecula Public Financing Authority to execute a joint community facilities agreement with each of the City of Temecula, the Eastern Municipal Water District, the Rancho California Water District and any other public entity that will own and/or operate any of the public improvements, or that will provide any of c-1 the services, to be funded by the community facilities district; the Board of Directors ordered the Director of Public Works of the City to prepare a report on the District, the Improvement Area No. 1 and the Future Annexation Area, and called for a public hearing on the District, the Improvement Area No. 1 and the Future Annexation Area. The Resolution of Intention also authorized the Executive Director of the Temecula Public Financing Authority to execute an Acquisition Agreement with SB Altair, LLC relative to the construction and financing of improvements authorized to be financed by the District, in the form on file with the Secretary of the Authority. At the hearing, the testimony of all interested persons or taxpayers, including all persons owning property within the District, including Improvement Area No. 1, for or against the establishment of the District and Improvement Area No. 1, the Special Tax to be levied in Improvement Area No. 1, the extent of the District and Improvement Area No. 1 and the furnishing of the specified Facilities and Services and the Conservation Fee, will be heard. Any person interested may file a protest in writing. Any protests pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularities and defects to which objection is made. All written protests must be filed with the Secretary of the Authority at or before the time fixed for the hearing. If 50% or more of the registered voters, or six registered voters, whichever is more, residing in the territory proposed to be included in Improvement Area No. 1, or the owners of one-half or more of the area of land in the territory proposed to be included in Improvement Area No. 1 and not exempt from the Special Tax to be levied in Improvement Area No. 1, file written protests against the establishment of the District and Improvement Area No. 1 and the protests are not withdrawn to reduce the value of the protests to less than a majority, the Board of Directors shall take no further action to create the District and Improvement Area No. 1 or levy the Special Tax in Improvement Area No. 1 for a period of one year from the date of decision of the Board of Directors, and, if the majority protests of the registered voters or landowners are only against the furnishing of a type or types of Facilities or Services or the Conservation Fee within the District and Improvement Area No. 1, or against levying a specified part of the Special Tax in Improvement Area No. 1, those types of Facilities or Services or the Conservation Fee, or the specified part of the Special Tax to be levied in Improvement Area No. 1 will be eliminated from the proceedings to form the District and Improvement Area No. 1. In addition, at the hearing, the testimony of all interested persons for and against the establishment of the Future Annexation Area or the levying of special taxes within any portion of the Future Annexation Area annexed in the future to the District will be heard. If 50% or more of the registered voters, or 6 registered voters, whichever is more, residing within the proposed territory of the District, or if 50% or more of the registered voters, or 6 registered voters, whichever is more, residing in the territory proposed to be included in the Future Annexation Area, or the owners of 50% or more of the area of land in the territory proposed to be included in the District or in the Future Annexation Area, file written protests against the establishment of the Future Annexation Area and the protests are not withdrawn to reduce the value of the protests to less than a majority, the Board of Directors shall take no further action to create the Future Annexation Area for a period of one year from the date of decision of the Board of Directors. c-2 Any person interested in these matters is invited to comment either for or against the above item. If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Secretary of the Authority at or prior to the public hearing. If there is no majority protest, the Board of Directors may submit the levy of the Special Tax in Improvement Area No. 1 for voter approval at a special election. The voting procedure shall be by mail ballot among the property owners in Improvement Area No. 1. The Special Tax requires the approval of 2/3rds of the votes cast at a special election by the property owner voters of Improvement Area No. 1, with each owner having one vote for each acre or portion thereof such owner owns in Improvement Area No. 1 not exempt from the Special Tax. /s/ Randi Johl Secretary, Temecula Public Financing Authority C-3 RESOLUTION NO. TPFA 2024- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF THE PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. This Board of Directors has this date adopted its Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and To Authorize the Levy of Special Taxes Therein — Altair," stating its intention to form a community facilities district (the "District") pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Law"), and to designate an improvement area therein ("Improvement Area No. I") and to identify a future annexation area for the District (the "Future Annexation Area"), all for the purpose of financing the costs of certain public improvements (the "Facilities"), a conservation fee, and the costs of providing certain municipal services. Section 2. This Board of Directors estimates that in order to finance the Facilities, it is necessary to incur bonded indebtedness of the proposed Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "District") in the amount of not to exceed $25,000,000 for Improvement Area No. 1 (the "Improvement Area No. 1 Indebtedness Limit") and not to exceed $70,000,000 for the property in the Future Annexation Area when and if it annexes to the District (the "Future Area Indebtedness Limit"). However, in the event all or a portion of the Future Annexation Area is annexed as one or more Future Improvement Areas, the maximum indebtedness of each such Future Improvement Area shall be identified in the unanimous approval of the property owner or property owners of the property to be annexed at the time of the annexation, and the amount of the maximum indebtedness for the Future Improvement Area shall be subtracted from the Future Area Indebtedness Limit. Section 3. The bonded indebtedness is proposed to be incurred for the purpose of financing all or a portion of the costs of the Facilities, including costs incidental to or connected with the accomplishment of said purposes and of the financing thereof. Section 4. This Board of Directors, acting as legislative body for the District, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount of not to exceed the Improvement Area No. 1 Bonded Indebtedness Limit, bearing interest payable semi- annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and maturing not to exceed forty (40) years from the date of the issuance of said bonds. This Board of Directors, acting as legislative body for the District, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount with respect to the Future Improvement Areas to be determined at the time of annexation (not to exceed the Future Area Indebtedness Limit in the aggregate), bearing interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of each series of bonds and other debt, and maturing not to exceed 40 years from the date of the issuance of said bonds. Section 5. Tuesday, March 26, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District, will conduct a public hearing on the proposed debt issue and consider and finally determine whether the public interest, convenience and necessity require the issuance of bonds of the Authority for Improvement Area No. 1 and the Future Improvement Areas. Section 6. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper of general circulation circulated within the District. The publication of said notice shall be completed at least seven (7) days before the date herein set for said public hearing. The notice shall be substantially in the form of Exhibit A hereto. Section 7. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 13th day of February, 2024. ATTEST: Randi Johl, Secretary [SEAL] James Stewart, Chair N 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 2024- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: I_ : W: I :T97_11 to] 07L1aL10.1a C� ABSENT: BOARD MEMBERS: Randi Johl, Secretary EXHIBIT A TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) NOTICE OF PUBLIC HEARING Notice is hereby given that the Board of Directors of the Temecula Public Financing Authority will conduct a public hearing on Tuesday, March 26, 2024 at 6:00 p.m. or as soon thereafter as practicable, in the Temecula City Council chambers located at 41000 Main Street, Temecula, California, to consider the following: INTENT TO INCUR INDEBTEDNESS TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO 23-01 (ALTAIR) On February 13, 2024, the Board of Directors of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention To Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "Resolution of Intention to Incur Indebtedness"). Reference is hereby made to the Resolution of Intention to Incur Indebtedness on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars. In the Resolution of Intention to Incur Indebtedness, the Board of Directors declared its intention to authorize the issuance and sale of bonds in the maximum principal amount of $25,000,000 for Improvement Area No. 1 the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair), and in the maximum principal amount of $70,000,000 for the possible Future Improvement Areas of the District, as described therein, to finance costs of public improvements authorized to be funded by the District. The testimony of all interested persons, including all persons owning property in the area included in the proposed community facilities district, in Improvement Area No. 1, or in the Future Annexation Area described in the Resolution of Intention to Incur Indebtedness, for or against the proposed debt issuance will be heard at the public hearing. Any person interested in these matters is invited to attend and present testimony either for or against the above item. If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Secretary of the Authority at or prior to the public hearing. /s/ Randi Johl Secretary, Temecula Public Financing Authority A-1 RESOLUTION NO.2024- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING JOINT COMMUNITY FACILITIES AGREEMENT RELATING TO THE FINANCING OF PUBLIC IMPROVEMENTS AND IMPLEMENTATION OF AN ACQUISITION AGREEMENT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Temecula Public Financing Authority (the "Authority") is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "CFD"), to designate an improvement area therein and to identify a future annexation area for the CFD, all pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance, among other improvements, the costs of public improvements (the "Improvements") to be owned and/or operated by the City of Temecula (the "City") described in the proceedings to form the CFD. Section 2. The CFD, the improvement area and the future annexation area are also expected to be authorized to fund certain municipal services (the "Services") and an annual wildlife conservation fee (the "Conservation Fee"), both as described in the proceedings to form the CFD. Section 3. In order to enable the CFD, the improvement area and the future annexation area to finance the Improvements, the Services and the Conservation Fee, Section 53316.2 of the California Government Code requires that the City and the Authority enter into a joint community facilities agreement prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds, with respect to the portion of the Improvements to be owned or operated, and with respect to the Services to be provided by the City for the CFD, and with respect to the Conservation Fee to be administered by the City for the CFD. Section 4. The Conservation Fee is expected to be included in the annual special tax levy by the Authority for the CFD and will be remitted by the Authority to the City to be accumulated and disposed of by the City as provided in Section 4.4.5(v) of the Development Agreement, entered into as of January 1, 2018 (the "Development Agreement"), between the City and Temecula West Village, LLC, which agreement has been subsequently assigned to SB Altair, LLC, as the developer of the property in the CFD. Section 5. A form of joint community facilities agreement, by and between the City and the Authority relating to the Improvements to be owned or operated by the City, with respect to the Services to be provided by the City for the CFD, and with respect to the Conservation Fee to be administered by the City for the CFD (the "Joint Community Facilities Agreement") has been filed with the City Clerk. Section 6. The City Council, with the assistance of City staff, has reviewed the Joint Community Facilities Agreement, and the City Council now desires to approve the Joint Community Facilities Agreement and direct its execution and delivery. Section 7. The Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with the developer of the land in the CFD, whereby developer will construct some of the Improvements to be acquired with the proceeds of the Bonds. Section 8. The implementation of the Acquisition Agreement will involve actions by the Director of Public Works of the City and certain other City officials, and the City Council now desires to authorize City officials to assist in the implementation of the Acquisition Agreement. Section 9. The City Council hereby approves the Joint Community Facilities Agreement in the form on file with the City Clerk, and hereby authorizes and directs the City Manager to execute and deliver the Joint Community Facilities Agreement in such form together with any changes therein deemed advisable by the City Manager upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the City Manager of the Joint Community Facilities Agreement. The City Council hereby declares that the Joint Community Facilities Agreement (a) will be beneficial to the residents residing within the boundaries of the City, and (b) the Joint Community Facilities Agreement will apply to the CFD, the Improvement Area and all or any portion of the Future Annexation Area that annexes to the CFD. Section 10. The City Council hereby authorizes the Director of Public Works and all other appropriate officials of the City to assist the Authority in the implementation of the Acquisition Agreement, and to perform those functions described in the Acquisition Agreement as to be performed by officials of the City. Section 11. The Mayor, City Manager, Director of Finance, the Director of Public Works and City Clerk, and all other officers of the City, are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder to implement the Joint Community Facilities Agreement, to assist the Authority in implementing the Acquisition Agreement and to assist with the disposition and use of the Conservation Fee in accordance with the Development Agreement, including but not limited to the execution and delivery of any and all agreements, certificates, documents and other instruments which they, or any of them, deem necessary or desirable and not inconsistent with the purposes of this Resolution and such agreements. Section 12. This Resolution shall take effect upon its adoption. N PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 13th day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Quint & Thimmig LLP PETITION (Including Waivers) To Create a Community Facilities District and With Respect to Related Matters To the Board of Directors of the Temecula Public Financing Authority 41000 Main Street Temecula, California 92589-9033 Dear Directors: 11/8/23 1/19/24 1/24/24 This is a petition to create a community facilities district, and with respect to related matters, under Sections 53311 and following of the California Government Code (the "Act"), and the undersigned hereby states as follows: 1. Petitioner. This petition is submitted by the entity identified below (the "Petitioner") as the prospective owner, or the owner, of the parcels of land identified below (the "Land"). By submitting this petition, the Petitioner represents to the Temecula Public Financing Authority (the "Authority") that it is or will be the sole owner of the Land, and that the person executing this Petition is authorized to execute it for the Petitioner. 2. Proceedings Requested. The Petitioner hereby asks that the Board of Directors of the Authority undertake proceedings under the Act to create a community facilities district to be designated "Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair)" (the "CFD"), to designate an initial improvement area of the CFD (the "Improvement Area No. 1") and to allow for a future annexation area for the CFD (the "Future Annexation Area"). Petitioners ask that the proceedings provide for the levy special taxes on property included in Improvement Area No. 1 and to authorize special tax bonds for Improvement Area No. 1 in an amount of not to exceed $25,000,000; and allow for special tax bonds for property in the Future Annexation Area, when annexed to the District, in an amount not to exceed $70,000,000. 3. Boundaries of CFD. The Petitioner hereby asks that the territory to be included within the boundaries of the CFD and Improvement Area No. 1 include the portion of the Land identified as the "Initial Property" identified below, and that the territory to be included in the Future Annexation Area include the portion of the Land identified as the "Potential Additional Property" identified below. 20009.23:J 18864 4. Purpose of CFD. The Petitioner hereby asks that the CFD be created, the special taxes be levied and the bonds be issued (a) to finance costs of the public improvements identified as the "Facilities" on Exhibit A hereto, and (b) to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund an annual wildlife conservation fee and costs of certain municipal services identified on Exhibit A. 5. Election. The Petitioner hereby asks that the special election to be held under the Act to authorize the levy of the special taxes and the issuance of the bonds and to establish an appropriations limit for the Improvement Area be consolidated into a single election and that the election be conducted by the Authority and its officials, using mailed or hand -delivered ballots and that such ballots be opened and canvassed and the results certified at the same meeting of the Board of Directors of the Authority as the meeting at which the public hearings on the CFD under the Act are to be held, or as soon thereafter as possible. 6. Waivers. To expedite the completion of the proceedings for the formation of the CFD, the Petitioner hereby waives all notices of hearings and all notices of election, applicable waiting periods under the Act for the election and all ballot analysis and arguments for the election. The Petitioner also waives (a) any requirement as to the specific form of the ballot or wording of the ballot proposition to be used for the election, whether under the California Elections Code, the California Constitution or otherwise, and (b) any notice with respect to the special taxes to be levied on property in the CFD otherwise required by California Government Code Section 54930. This Petition is dated January 29, 2024. The property that is the subject of this Petition is identified as, with respect to the Initial Property, Riverside County Assessor Parcel Nos.: 940-310-013 (portion) 940-310-015 940-310-016 940-310-044 940-310-045 940-310-046 940-310-047 940-310-048 SB ALTAIR, LLC, a Delaware limited liability company By: Brookfield Temecula, LLC, a Delaware limited liability company, its Operations Manager By: J_kt��� Name: N( W t'v 9yYLbyTrr Its: g-f-5 in qoov By: Name: `� n M. Ogren Vice President Its: -2- and with respect to the Potential Additional Property, Riverside County Assessors Parcel Nos.: 940-310-013 (portion) 940-320-001 940-320-002 940-320-003 940-320-004 940-320-005 940-320-006 940-320-007 -3- EXHIBIT A DESCRIPTION OF FACILITIES AND MUNICIPAL SERVICES TO BE FUNDED BY THE CFD FACILITIES It is proposed that the CFD be eligible to finance all or a portion of the costs of the following facilities: • The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances. • Landscaping improvements in the public right of way, including related appurtenances. • Amenities for parks located within and in the vicinity of the CFD. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program. • Sewer system improvements to be designated by the Eastern Municipal Water District. • Water system improvements to be designated by the Rancho California Water District. • School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more. The Facilities include the acquisition of land or real property interests, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, the cost of any required environmental mitigation and any required noise mitigation measures, landscaping and irrigation, soils testing, permits, plan check and inspection fees, A-1 insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. CONSERVATION FEE It is proposed that the CFD be eligible to fund the Annual Wildlife Conservation Fee, as defined and more particularly identified in Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between City of Temecula and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC. MUNICIPAL SERVICES It is proposed that the CFD be eligible to fund all or a portion of the costs of the following municipal services: • Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services. • Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation. • Maintenance of public signage in or near the CFD. • Maintenance of storm protection and drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping. • Maintenance of street lighting located within or in the vicinity of the CFD, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including but not limited to electrical, LED replacement, maintenance and replacement. • Graffiti removal from public improvements within and in the area of the CFD. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the A-2 Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of powers agreement adopted pursuant to Section 53316.2 of the California Government Code. The CFD may fund any of the following related to the services described above: the furnishing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses. The CFD may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof. The services to be financed by the CFD shall be in addition to those provided in the territory of the CFD before the date of creation of the CFD, and will not supplant services already available within that territory when the CFD is created. ADMINISTRATIVE EXPENSES The administrative expenses to be financed by the CFD include the direct and indirect expenses incurred by the Authority and the City in carrying out their respective duties with respect to the CFD (including, but not limited to, the levy and collection of the special taxes) including the fees and expenses of attorneys, any fees of the County of Riverside related to the CFD or the collection of special taxes, an allocable share of the salaries of the Authority and City staff directly related thereto and a proportionate amount of the Authority's and the City's general administrative overhead related thereto, any amounts paid by the Authority and the City from its respective general fund with respect to the CFD or the facilities, conservation fee and services authorized to be financed by the CFD, and expenses incurred by the Authority and the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the Authority and City in any way related to the CFD. OTHER The CFD may also finance any of the following: 1. Bond related expenses, including underwriters discount, appraisal and price point study costs, reserve fund, capitalized interest, bond and disclosure counsel fees and expenses, A-3 landowner counsel fees and expenses, and all other incidental expenses related to any special tax bonds (the "Bonds") issued for the CFD. 2. Administrative fees of the Bond trustee or fiscal agent related to the CFD and the Bonds. 3. Reimbursement of costs related to the formation of the CFD advanced by the Authority, the City of Temecula, any landowner in the CFD, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the Authority, the City of Temecula, any landowner in the CFD or any party related to any of the foregoing, for facilities, conservation fees, services or other purposes or costs of the CFD. A-4 Facsimile or electronic signatures/counterparts to this Agreement will be effective as if the original signed counterpart were delivered. H. Legal Representation. Each of the Parties acknowledge that in connection with the negotiation and execution of this Agreement, they have each been represented by independent counsel of their own choosing and the Parties executed this Agreement after review by such independent counsel. The Parties further acknowledge that, prior to executing this Agreement, each of the Parties has had an adequate opportunity to conduct an independent investigation of all the facts and circumstances with respect to the matters that are the subject of said Agreement. I. Attorneys' Fees. If either of the Parties 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. J. 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. K. No Agency or Joint Venture.. The terms and provisions of this Agreement will not cause the Parties hereto or any of each Parties' agents, consultants, contractors, or other providers of professional services to be construed in any manner whatsoever as partners, joint venturers, or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either party to this Agreement to any obligation, loss, charge, or expense of the other party to this Agreement. L. Time of Essence. Time is expressly made of the essence of each and every provision of this Agreement. M. Remedies._ No remedy or election hereunder will be deemed to be exclusive but will, wherever possible, be cumulative with all other remedies at or in equity. N. Venue. Venue for any action arising directly or indirectly under this Agreement will be in the Superior Court of Riverside County, California. in Quint & Thimmig LLP 1 / 29 / 24 JOINT COMMUNITY FACILITIES AGREEMENT — CITY TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) This Joint Community Facilities Agreement — City (the "Agreement"), dated for convenience as of February 13, 2024, is by and between the Temecula Public Financing Authority (the "Authority") and the City of Temecula, California (the "Participating Agency"). RECITALS: WHEREAS, the Authority is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) (the "CFD") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"); and WHEREAS, in the proceedings to form the CFD, the Authority will, as permitted by Section 53350 of the Act, designate the property initially included in the CFD as Improvement Area No. 1 of the CFD ("Improvement Area No. 1"), and will provide for a future annexation area for the CFD that identifies property that may in the future be annexed to the CFD; and WHEREAS, the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance various public improvements some of which are expected to be acquired and constructed in the City of Temecula; and WHEREAS, the improvements to be financed with the proceeds of the Bonds may include the improvements described in Attachment A hereto (the "Improvements"), which Attachment is, by this reference, incorporated herein; and WHEREAS, the CFD will also be authorized to finance certain municipal services (the "Services") and a wildlife conservation fee (the "Conservation Fee"), and the Participating Agency is willing to provide the Services to the extent it is reimbursed for the costs thereof by the CFD and to accumulate and dispose of the Conservation Fee as funds in respect thereof are provided by the CFD to the Participating Agency; and WHEREAS, some of the Improvements designated as the CFD Designated Facilities on Attachment A (the "CFD Designated Facilities") are to be constructed by SB Altair, LLC, the initial owner of the land in the CFD (the "Developer"), and the Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with the Developer, whereby the Authority will use proceeds of the Bonds to acquire the CFD Designated Facilities from the Developer; and WHEREAS, the parties hereto expect that the Participating Agency will own and operate the CFD Designated Facilities if they comply with the standards and have been completed to the satisfaction of the Participating Agency; and WHEREAS, the implementation of the Acquisition Agreement will involve actions by officials of the Participating Agency, and the Participating Agency is willing to provide the services of its officials as necessary to implement the provisions of the Acquisition Agreement; and 20009.23:J19366 WHEREAS, the Improvements designated as the City Designated Facilities on Attachment A (the "City Designated Facilities") will be determined, constructed, and owned and operated by the Participating Agency, costs of which will be funded with Bond proceeds; and WHEREAS, Section 53316.2 of the Act requires that the Authority enter into a joint community facilities agreement with the Participating Agency, prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds in respect of the Improvements which Improvements are to be financed with the proceeds of the Bonds, and, upon completion, are to be owned and operated by the Participating Agency, and in respect to the Services to be provided by the Participating Agency and the Conservation Fee to be included in special tax levies on property in the CFD to be accumulated and administered by the Participating Agency; and WHEREAS the Authority and the Participating Agency now desire to enter into this Agreement to satisfy the requirements of Section 53316.2 of the Act and to memorialize their understanding with respect to the proceeds of the Bonds, the Improvements, the Services, the Conservation Fee and the Acquisition Agreement, all as more particularly set forth below. NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto do hereby agree as follows: Section 1. Reservation of Bond Funds. If and when it issues the Bonds, the Authority intends to deposit a portion of the proceeds of the Bonds in an Acquisition Account (the "Acquisition Account") of an Improvement Fund (the "Improvement Fund") for the CFD to be available to finance a portion of the costs incurred in connection with the acquisition and construction of the CFD Designated Facilities, and to deposit a portion of the proceeds of the Bonds to a City Account (the "City Account") of the Improvement Fund to finance costs of the City Designated Facilities. Amounts in the Improvement Fund, including in the accounts therein, together with any investment earnings thereon, shall be held in the Improvement Fund for the sole and exclusive benefit of the CFD, and such amount shall in no way be pledged as security for the Bonds. Other than the funds described in the preceding paragraph, the Authority shall have no obligation to pay for any of the costs of the Improvements, including but not limited to any costs of planning, acquisition, construction, installation or inspection of the Improvements. Any costs of the CFD Designated Facilities listed in Attachment A hereto in excess of the proceeds of the Bonds in the Acquisition Account and any earnings thereon while in the Acquisition Account available to pay such costs will be paid by or on behalf of the Developer. Any costs of the City Designated Facilities in excess of the proceeds of the Bonds in the City Account and any earnings thereon while in the City Account available to pay such costs will be paid by the Participating Agency. The Participating Agency shall provide a credit against its development impact fees and Quimby Act fees (together, the "City Development Fees") otherwise payable with respect to the construction of attached and detached residential dwelling units in the territory of the CFD, on a dollar for dollar basis, equal to amounts disbursed to the Participating Agency from the City Account. In the event that the Developer pays to the Participating Agency either a public facility contribution (the "Developer Contribution") or any of the City Development Fees prior to the issuance of any Bonds, the Participating Agency shall, following the issuance of the Bonds, rebate to the Developer an amount equal to the lesser of (a) the aggregate of the Developer -2- Contribution and any City Development Fees so paid, or (b) the amount deposited from the Bond proceeds to the Acquisition Account. Any such payment to the Developer shall be made upon the written request of the Developer setting forth the amounts to be rebated, and shall be made solely from (i) to the extent not yet expended by the City, the Developer Contribution and the City Development Fees so paid by the Developer, (ii) proceeds of annual special taxes levied on property in the CFD after providing for Bond debt service and CFD administrative expenses, or (iii) the proceeds of the Bonds to the extent approved by bond counsel to the Authority, in any event without interest. Section 2. Construction of Improvements. (a) The CFD Designated Facilities have been or will be constructed pursuant to plans and specifications approved by the Participating Agency. The Participating Agency shall not have any liability whatsoever in respect of any work performed in connection with the CFD Designated Facilities; provided that this sentence shall in no way limit any rights the Participating Agency may have against any persons or entities in respect of the acquisition or construction of the CFD Designated Facilities once the Participating Agency accepts title to and control over the CFD Designated Facilities. To the extent that the Participating Agency incurs expenses incident to reviewing and approving design plans and specifications, conducting construction field inspections and otherwise in connection with the design, construction and acceptance of the CFD Designated Facilities, such expenses may be reimbursed to the Participating Agency upon presentation of invoices as to the nature and amount of such costs and expenses, from available amounts in the Acquisition Account, or if there are no such available funds, then from one of the owners of the land in the CFD (as may be required in any applicable subdivision improvement agreements pertaining thereto) or from any other legally available funds. (b) The Participating Agency (i) shall determine the specific City Designated Facilities to be funded in whole or in part with funds in the City Account, each of which shall have a useful life of five years or longer, shall be owned by the Participating Agency or a governmental entity (other than the federal government) in which no nongovernmental entity (or the federal government) has any special legal entitlements; (ii) shall proceed with due diligence to complete the improvements and to pay costs thereof from amounts in the City Account within three years of the date of issuance of the Bonds; and (iii) reasonably expects to draw and expend all amounts in the City Account within three years of the date of issuance of the Bonds. The Participating Agency shall be responsible for the construction of the City Designated Facilities, cost of which shall be paid from amounts in the City Account or from other lawfully available funds of the Participating Agency. Section 3. Inspection and Acceptance; Ownership. (a) The Participating Agency shall cause inspections to be made during the construction of the CFD Designated Facilities in accordance with its customary procedures for construction projects of a similar nature. Upon completion of construction of the CFD Designated Facilities to the satisfaction of the Participating Agency, the Participating Agency shall accept dedication of the CFD Designated Facilities in accordance with its customary procedures, and shall accept ownership, and responsibility for operation of the CFD Designated Facilities conditioned upon the passage to the Participating Agency of fee title clear of all encumbrances and easements not otherwise acceptable to the Participating Agency in its sole discretion. The Participating Agency shall have no responsibility with respect to the ownership or operation of the CFD Designated Facilities unless and until construction has been completed to the satisfaction of the Participating Agency. The Authority shall have no obligation to at any time own or operate any of the CFD Designated Facilities. -3- (b) The Participating Agency shall own all of the City Designated Facilities during their construction and upon their completion. The Authority shall have no obligation to at any time own or operate any of the City Designated Facilities. (c) The Participating Agency shall not sell or lease all or any portion of the Improvements, or grant any special legal entitlements to any of the Improvements, that would cause the Authority to be in breach of its covenants related to the tax-exempt status of the interest on the Bonds. Section 4. Provision of Services. The Authority agrees to include in the levy of special taxes on property in Improvement Area No. 1 a Special Tax B to pay costs of the Services, as provided in the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 1, and to include a similar Special Tax B in the Rate and Method of Apportionment of Special Taxes for any property annexed to the CFD. The Participating Agency hereby agrees to provide, or cause to be provided, the Services authorized to be financed by the CFD and otherwise identified in Attachment A hereto, but only to the extent and so long as proceeds of the Special Tax B and any similar special tax levied in the CFD are made available to the Participating Agency for such purpose. Section 5. Conservation Fee. The Authority shall cause the levy of special taxes on property in Improvement Area No. 1 and on property annexed to the CFD in the amount needed to satisfy the annual Conservation Fee consistent with the requirements of Section 4.4.5(v) of the Development Agreement, entered into as of January 9, 2018, between the Participating Agency and Temecula West Village, LLC, subsequently assigned to SB Altair, LLC (as originally executed and as it may be amended from time to time in accordance with its terms, the "Development Agreement"). The Authority shall remit, or cause to be remitted, to the Participating Agency the proceeds of the special taxes so levied promptly following the receipt thereof by or on behalf of the Authority. The Participating Agency shall take all necessary actions to accumulate the amounts so remitted to it by or on behalf of the Authority, and to use the funds so accumulated in the manner and consistent with the provisions of Section 4.4.5(v) of the Development Agreement. The Authority shall have no responsibility with respect to the Conservation Fee other than as set forth in this paragraph and the prior paragraph. The Participating Agency shall advise the Authority of any changes to Section 4.4.5(v) of the Development Agreement, and the Authority shall take such action in connection with any such changes as may affect the Authority's obligations under this Section 5 as reasonably requested by the Participating Agency. Section 6. Assistance with Acquisition Agreement. The Participating Agency hereby agrees to assist the Authority in connection with the implementation of the Acquisition Agreement by making its Director of Public Works and other officials available for the purposes, on the terms and as otherwise provided for in the Acquisition Agreement with respect to any actions to be performed by Participating Agency officials under the Acquisition Agreement. Section 7. Limited Obligations. All obligations of the Authority under and pursuant to this Agreement shall be limited (a) with respect to the Improvements, to the amounts on deposit in the Acquisition Account and the City Account of the Improvement Fund and described in Section 1 above, and (b) with respect to the Services and the Conservation Fee, to levy special taxes for such purposes on property in Improvement Area No. 1 and on property annexed to the CFD, and to the proceeds of special taxes levied in Improvement Area No. 1 and property annexed to the CFD for such purposes and collected from the property owners in Improvement -4- Area No. 1 and property annexed to the CFD. No Boardmember, officer or employee of the Authority shall in any event be personally liable hereunder. The sole obligation of the Participating Agency hereunder with respect to the CFD Designated Facilities shall be to inspect and accept the CFD Designated Facilities as described above, and as otherwise provided in Section 3(c) above. The Participating Agency shall have no responsibility or obligation with respect to the CFD Designated Facilities for any action occurring prior to acceptance by the Participating Agency. If, for any reason whatsoever, there are insufficient funds to complete the CFD Designated Facilities or any portion thereof, the Participating Agency shall have no obligation under this Agreement to fund any such shortfall. The sole obligation of the Participating Agency with respect to the City Designated Improvements shall be as set forth in Sections 2(b) and 3(b) and (c) above. The sole obligation of the Participating Agency hereunder with respect to the Services shall be to provide all or such portion of the Services as the Participating Agency shall determine can be provided for in respect of any special tax revenue from the CFD made available to the Participating Agency for such purpose. The sole obligation of the Participating Agency hereunder with respect to the Conservation Fee shall be to use amounts remitted to it as described in Section 5 above in accordance with Section 4.4.5(v) of the Development Agreement and to advise the Authority of any changes to such section as may affect the actions of the Authority described in Section 5 above. The sole obligation of the Participating Agency hereunder with respect to the Acquisition Agreement shall be to make available officials of the Participating Agency specifically referenced in, and for the tasks specifically to be undertaken by such officials under the terms of, the Acquisition Agreement. If the Participating Agency shall fail to perform any of its obligations hereunder, the sole remedy of the Authority shall be the commencement of an action in the Superior Court for specific performance by the Participating Agency of such obligations. Section 8. Application of this Agreement to Improvement Area No. 1 and to Property Annexed to the CFD. This Agreement shall apply to the CFD, to Improvement Area No. 1 and to any property annexed to the CFD. Section 9. Termination. Notwithstanding any other provision of this Agreement, this Agreement shall cease to be effective and shall terminate if the Bonds are not issued by December 31, 2035. If not earlier terminated pursuant to the preceding sentence, this Agreement shall terminate: (a) as to the Improvements, upon acceptance of the ownership and operation of the CFD Designated Facilities by the Participating Agency, and disbursement of all amounts from the Improvement Fund to pay costs of the Improvements, and (b) as to the Services, when the special taxes are no longer levied on the property owners in the CFD. Section 10. No Obligation to Form CFD; Agreement of Benefit to Residents. The provisions of this Agreement shall in no way obligate the Authority to form the CFD or to issue the Bonds. Notwithstanding the foregoing, by their respective execution of this Agreement, the Authority and the Participating Agency each declare that this Agreement is beneficial to the residents within the jurisdiction of their respective entities in assuring the provision of financing for a portion of the costs of the Improvements and the Services in furtherance of the purposes of the Act. -5- Section 11. Partial Invalidity. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. Section 12. Successors and Assigns; Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement is for the benefit of the Authority and the Participating Agency and their successors and assigns, and no other person or entity shall be deemed to be a beneficiary hereof or have an interest herein; provided, however, that notwithstanding the foregoing SB Altair, LLC is a third party beneficiary of the third and fourth paragraphs of Section 1 above and shall have the right to enforce such provision against the Participating Agency, but solely by an action for specific performance. Section 13. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. M ********** IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written alongside their signature below. 20009.23:J19366 CITY OF TEMECULA (the "Participating Agency") By: Aaron Adams, City Manager TEMECULA PUBLIC FINANCING AUTHORITY (the "Authority") By: Aaron Adams, Executive Director [signature page to CFD 23-01- Joint Community Facilities Agreement - City] S-1 ATTACHMENT A DESCRIPTION OF THE IMPROVEMENTS CFD Designated Facilities Streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). Landscaping improvements in the public right of way, including related appurtenances. Amenities for parks located within and in the vicinity of the CFD. City Designated Facilities • Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2024-2028. DESCRIPTION OF THE SERVICES • Public safety services, including police, fire protection and suppression services, and ambulance and paramedic services. • Maintenance of landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation. • Maintenance of public signage in or near the CFD. • Maintenance of storm protection and drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping. • Maintenance of street lighting located within or in the vicinity of the CFD, and including but not limited to street lights, decorative lighting and pull box assemblies. • Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including but not limited to electrical, LED replacement, maintenance and replacement. • Graffiti removal from public improvements within and in the area of the CFD. • Maintenance and lighting of parks, parkways and open space. • Maintenance of water and sewer systems with an estimated useful life of five or more years and serving the area in or in the general area of the District and owned by the Temecula Public Financing Authority, the City of Temecula or by another local agency pursuant to a joint community facilities agreement or a joint exercise of powers agreement adopted pursuant to Section 53316.2 of the California Government Code. A-1 Quint & Thimmig LLP 11/8/23 1/25/24 ACQUISITION AGREEMENT by and between the TEMECULA PUBLIC FINANCING AUTHORITY and SB ALTAIR, LLC dated as of February 13, 2024 relating to: Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair) 20009.23:J19367 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section1.01. Definitions....................................................................................................................................................... 1 ARTICLE II RECITALS Section2.01. The CFD........................................................................................................................................................... 4 Section2.02. The Development........................................................................................................................................... 4 Section2.03. The Facilities................................................................................................................................................... 4 Section2.04. The Financing................................................................................................................................................. 5 Section2.05. The Bonds........................................................................................................................................................ 5 Section 2.06. No Advantage to Authority Construction.................................................................................................. 5 Section2.07. Agreements..................................................................................................................................................... 5 ARTICLE III FUNDING Section3.01. Authority Proceedings................................................................................................................................... 5 Section3.02. Bonds............................................................................................................................................................... 6 Section3.03. Bond Proceeds................................................................................................................................................ 6 Section3.04. Special Taxes................................................................................................................................................... 7 Section3.05. Refunding Bonds............................................................................................................................................ 7 Section3.06. Fee Credits....................................................................................................................................................... 7 ARTICLE IV CONSTRUCTION OF FACILITIES Section4.01. Plans................................................................................................................................................................. 8 Section 4.02. Construction of Facilities............................................................................................................................... 8 Section 4.03. Relationship to Public Works; Bidding Requirements.............................................................................. 8 Section 4.04. Independent Contractor; No Joint Venture..............................................................................................10 Section 4.05. Performance and Payment Bonds..............................................................................................................10 Section 4.06. Contracts and Change Orders....................................................................................................................10 Section4.07. Time for Completion....................................................................................................................................11 ARTICLE V ACQUISITION AND PAYMENT Section5.01. Inspection...................................................................................................................................................... 11 Section 5.02. Agreement to Sell and Purchase Facilities................................................................................................ 11 Section5.03. Payment Requests........................................................................................................................................ 11 Section 5.04. Processing Payment Requests.....................................................................................................................12 Section5.05. Payment.........................................................................................................................................................12 Section 5.06. Restrictions on Payments............................................................................................................................13 Section 5.07. Acquisition of Additional Facilities...........................................................................................................16 Section 5.08. Defective or Nonconforming Work...........................................................................................................16 Section 5.09. Right of City to Make Withdrawals From Improvement Fund.............................................................16 ARTICLE VI OWNERSHIP AND TRANSFER OF FACILITIES Section 6.01. Facilities to be Owned by the City - Conveyance of Land and Easements to City .............................17 Section 6.02. Facilities to be Owned by the City - Title Evidence................................................................................17 Section 6.03. Facilities Constructed on Private Lands....................................................................................................17 Section 6.04. Facilities Constructed on City Land...........................................................................................................18 Section 6.05. Facilities to be Acquired by Other Public Agencies.................................................................................18 Section 6.06. Maintenance and Warranties......................................................................................................................18 20 ARTICLE VII INSURANCE; RESPONSIBILITY FOR DAMAGE Section 7.01. Liability Insurance Requirements..............................................................................................................18 Section 7.02. Responsibility for Damage.......................................................................................................................... 21 ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 8.01. Representations, Covenants and Warranties of RVR.............................................................................. 22 Section 8.02. Indemnification and Hold Harmless......................................................................................................... 24 ARTICLE IX TERMINATION Section 9.01. Termination of Funding Obligations......................................................................................................... 25 Section9.02. Mutual Consent............................................................................................................................................ 25 Section 9.03. Authority Election for Cause...................................................................................................................... 25 Section9.04. Force Majeure............................................................................................................................................... 27 Section 9.05. Survival of Certain Provisions.................................................................................................................... 27 ARTICLE X MISCELLANEOUS Section 10.01. Limited Liability of Authority.................................................................................................................... 27 Section10.02. Excess Costs.................................................................................................................................................. 27 Section10.03. Audit.............................................................................................................................................................. 28 Section10.04. Attorney's Fees............................................................................................................................................. 28 Section10.05. Notices........................................................................................................................................................... 28 Section10.06. Severability.................................................................................................................................................... 28 Section 10.07. Successors and Assigns............................................................................................................................... 28 Section10.08. Other Agreements........................................................................................................................................ 29 Section10.09. Waiver............................................................................................................................................................ 29 Section10.10. Merger............................................................................................................................................................ 29 Section10.11. Parties in Interest.......................................................................................................................................... 29 Section10.12. Amendment.................................................................................................................................................. 29 Section10.13. Counterparts................................................................................................................................................. 30 Section10.14. Governing Law............................................................................................................................................. 30 EXHIBIT A DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM THE DEVELOPER EXHIBIT B FACILITIES AND RELATED BUDGETED COSTS EXHIBIT C FORM OF PAYMENT REQUEST THIS ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated as of February 13, 2024, is by and between (i) the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), for and on behalf of the Authority's Community Facilities District No. 23-01 (Altair) (the "CFD"), and (ii) SB Altair, LLC, a Delaware limited liability company (the "Developer"). ARTICLE I DEFINITIONS Section 1.01. Definitions. The following capitalized terms shall have the meanings given to them in this Section 1.01 for purposes of this Acquisition Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings given to them in the Fiscal Agent Agreement (as hereinafter defined), and as described in the last paragraph of Section 3.01. "Acceptable Title" means title to land or interest therein, in form acceptable to the Director of Public Works, which title or interest is free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the Director of Public Works as not interfering with the actual or intended use of the land or interest therein. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute land with an "Acceptable Title" if: (i) such offer is necessary to satisfy a condition to a tentative or final parcel map, (ii) such offer is in a form acceptable to the Director of Public Works, (iii) the Director of Public Works has no reason to believe that such offer of dedication will not be accepted by the applicable public agency, and (iv) the Developer commits in writing not to allow any liens to be imposed on such property prior to its formal acceptance by the applicable public agency. "Acceptance Date" means the date the City Council of the City (or other public entity which is to own a Facility) takes final action to accept dedication of or transfer of title to a Facility. "Acquisition Agreement" means this Acquisition Agreement, together with any Supplement hereto. "Act" means the Mello -Roos Community Facilities Act of 1982, Section 53311 et seq. of the California Government Code, as amended. "Actual Cost" means the substantiated cost of a Facility, which costs may include: (i) the costs (evidenced by payments to parties unrelated to the Developer, or, in the event that the Developer avails itself of the provisions of Section 4.03(C), determined by reference to the written contract to be entered into with the Developer as referenced in said Section) incurred by the Developer for the construction of such Facility, (ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility and the related costs of design, engineering and environmental evaluations of the Facility, (iii) the fees paid to governmental agencies for -1- obtaining permits, licenses or other governmental approvals for such Facility, (iv) professional costs incurred by the Developer associated with such Facility, such as engineering, architecture, landscape architecture, legal, accounting, inspection, construction staking, materials testing and similar professional services; (v) costs directly related to the construction and/or acquisition of a Facility, such as costs of payment, performance and/or maintenance bonds, and insurance costs related to Facilities (including costs of any title insurance required hereunder, but not including the cost of any insurance described in Section 7.01 of this Acquisition Agreement); and (vi) the out-of-pocket cost to the Developer of any real property or interest therein that the Developer must acquire from one or more entities that are not Affiliates of the Developer and which acquisition is required for the construction of a Facility and which real property or interest therein is required to be conveyed to the public entity that will own or operate such Facility. Actual Cost may include an amount not in excess of five percent (5%) of the cost described in clause (i) of the preceding sentence in respect of any construction, project management or other similar fee payable to the Developer or any party related thereto. Actual Cost shall not include any financing fees, costs or charges, or any interest, cost of carry or other similar charges. "Affiliate" means any entity with respect to which fifty percent (50%) or more of the ownership or voting power is held individually or collectively by the Developer and any other entity owned, controlled or under common ownership or control by or with, as applicable, the Developer, and includes the managing member of any entity that is a limited liability company, and includes all general partners of any entity which is a partnership. Control shall mean ownership of fifty percent (50%) or more of the voting power of or ownership interest in the respective entity. "Authority" means the Temecula Public Financing Authority, a joint exercise of powers agency duly created and existing under the laws of the State. "Bonds" means any bonds issued by the Authority under the Act for the CFD, proceeds of which are deposited to the Improvement Fund to be used to pay costs of the Facilities. "Budgeted Cost" means the estimated cost of a Facility as shown on Exhibit B hereto, as such Exhibit may be amended, modified or supplemented from time to time as allowed by Section 10.12. "CFD" means the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair), formed by the Board of Directors of the Authority under the Act. "City" means the City of Temecula, California. "City Attorney" means the attorney, or firm of attorneys, serving in the capacity of City Attorney for the City. "Conditions of Approval" means the conditions of approvals and mitigation measures imposed in connection with the granting of the land use entitlements for the development of land in the CFD, and any subdivision improvement, development or other agreement with the City relating to the development of the land in the CFD or the installation of the Facilities. -2- "County" means the County of Riverside, California. "Developer" means SB Altair, LLC, a Delaware limited liability company, and its successors and assigns to the extent permitted under Section 10.07 hereof. "Director of Public Works" means the Director of Public Works of the City, or his written designee acting as such under this Acquisition Agreement. "Facilities" means the public facilities described in Exhibit A hereto which are eligible to be financed by the CFD. "Fiscal Agent" means an entity acting as fiscal agent under a Fiscal Agent Agreement, or any successor thereto acting as fiscal agent under a Fiscal Agent Agreement. "Fiscal Agent Agreement" means any agreement by that name, between the Authority for the CFD and the Fiscal Agent, providing for, among other matters, the issuance of the Bonds and the establishment of the Improvement Fund, as executed and as it may thereafter amended and supplemented in accordance with its terms. "Future Annexation Area" means the area described as such in the Resolution of Formation. "Improvement Area No. 1" means Improvement Area No. 1 of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair). "Improvement Fund" means (a) prior to the date of issuance of any Bonds, a fund maintained by the Authority into which it will deposit Special Taxes in accordance with section 3.04 hereof; and (b) from and after the issuance of any Bonds, an Acquisition Account within the Improvement Fund established by a Fiscal Agent Agreement. During the period in which the Improvement Fund is to be maintained by the Authority, it may be maintained as a component of any other fund maintained by the Authority and funds therein may be commingled with other Authority funds for investment and safekeeping purposes, so long as the Authority maintains separate records for the amounts deposited thereto, any investment earnings thereon, and any amounts withdrawn therefrom. "Payment Request" means a document, substantially in the form of Exhibit C hereto, to be used by the Developer in requesting payment of a Purchase Price. "Plans" means the plans, specifications, schedules and related construction contracts for the Facilities approved pursuant to the applicable standards of the City or other entity that will own, operate or maintain the Facilities when completed and acquired. As of the date of this Acquisition Agreement, the City standards for construction incorporate those set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), adopted by Public Works Standards, Inc., as modified by any applicable City Special Provisions. -3- "Purchase Price" means the amount paid by the Authority for a Facility determined in accordance with Article V hereof, being an amount equal to the Actual Cost of such Facility, but subject to the limitations and reductions provided for in Article V. "Resolution of Formation" means Resolution No. TPFA 24-_, providing for the formation of the CFD, designating Improvement Area No. 1 and identifying the Future Annexation Area. "Risk Manager" shall mean the person acting in the capacity of Risk Manager for the City. "Special Tax" when used in this Acquisition Agreement, means "Special Tax A" as defined in the Rate and Method of Apportionment. "State" means the State of California. "Supplement" means a written document amending, supplementing or otherwise modifying this Acquisition Agreement and any exhibit hereto, including any amendments to the list of Facilities in Exhibit B, and/or the addition to Exhibit B of additional Facilities to be financed with the proceeds of the Bonds deposited in the Improvement Fund. ARTICLE II RECITALS Section 2.01. The CFD. The Board of Directors of the Authority is conducting proceedings to form the CFD under the Act for the financing of, among other things, the acquisition, construction and installation of public facilities identified in the proceedings to form the CFD, which include the Facilities listed in Exhibit A hereto. Section 2.02. The Development. The Developer, together with other entities, is developing land located within the CFD. Section 2.03. The Facilities. The Facilities are within or in the vicinity of the CFD, and the Authority and the Developer will benefit from a coordinated plan of design, engineering and construction of the Facilities and the development of the land that is located within the CFD. The Developer acknowledges that the inclusion of Facilities in Exhibit A hereto in no way, in itself, obligates the Authority to use any funds in the Improvement Fund to finance the Facilities or implies that the Authority has in any way engaged the Developer to construct the Facilities, except as specifically provided in this Acquisition Agreement. The Facilities which are the subject of acquisition from the Developer under this Acquisition Agreement are only the Facilities listed in Exhibit B hereto, as such Exhibit may be amended and/or supplemented by any Supplement; however, this Acquisition Agreement shall in no way, by itself, obligate the Developer to construct any of the Facilities. -4- Section 2.04. The Financing. The Developer and the Authority wish to finance the acquisition, construction and installation of some of the Facilities and the payment therefor by entering into this Acquisition Agreement for the acquisition of the Facilities and therefor as shown in Exhibit B hereto (as it may be amended and supplemented) with funds deposited to the Improvement Fund. Section 2.05. The Bonds. The Authority is proceeding with the authorization and issuance of the first series of the Bonds for the CFD under the Act and the Fiscal Agent Agreement, the proceeds of which Bonds shall be used, in part, to finance the acquisition of all or a portion of the Facilities. The execution by the Authority of this Acquisition Agreement in no way obligates the Authority to form the CFD, to issue any Bonds, or the City to acquire any Facilities financed with proceeds of any Bonds issued; except, when and if the CFD is formed and the Bonds are issued, the Facilities listed in Exhibit B hereto which are to be acquired subject to the terms and conditions set forth in this Agreement. Section 2.06. No Advantage to Authority Construction. The Authority, by its approval of this Acquisition Agreement, has determined that it will obtain no advantage from undertaking the construction by the Authority directly of the Facilities, and that the provisions of this Acquisition Agreement require that any Facilities to be constructed by the Developer be so constructed by the Developer as if they had been constructed under the direction and supervision of the Authority. The Developer hereby represents that it has experience in the supervision of the construction of public facilities of the character of the Facilities. Section 2.07. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Authority and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01. Authority Proceedings. The Authority shall conduct all necessary proceedings under the Act for the issuance, sale and delivery of one or more of the Bonds for the CFD; provided, however, that nothing herein shall be construed as requiring the Authority to form the District or issue any of the Bonds for the CFD, as the Developer acknowledges that such formation is subject to public hearings by the Board of Directors of the Authority. In any event, it is acknowledged that the Resolution of Formation designates Improvement Area No. 1 and identifies a Future Annexation Area for the CFD. The Authority agrees to process the annexations of property to the CFD, after and if the CFD has been formed, from the property in the Future Annexation Area upon receipt of one or more consents and ballots each in a form provided by the Authority's Bond Counsel, each of which shall identify the property to be so annexed to the CFD, any improvement area to be designated by the Authority for such property and the Tax Zone (as defined in the Rate and Method of Apportionment for Improvement Area No. 1) in which the property is to be included, or -5- specifying a new tax zone for the property; provided that the Developer is the sole owner of the property to be so annexed as of the date of the applicable consent and ballot. It is hereby acknowledged and agreed that, when used in this Acquisition Agreement, the terms Special Tax, Special Taxes, Bonds and Rate and Method of Apportionment are intended to include such terms as are applicable to Improvement Area No. 1 and to any future improvement area identified when property in the Future Annexation Area is annexed to the District. Section 3.02. Bonds. Upon the written request of the Developer, the Developer and the Authority staff shall meet regarding the amount, timing and other material aspects of the Bonds for the CFD, but the legal proceedings and the principal amount, interest rates, terms and conditions and timing of the sale of the Bonds for the CFD shall be in all respects subject to the approval of the Board of Directors of the Authority. The Authority shall not be obligated to pay the Purchase Price of the Facilities except from amounts on deposit in the Improvement Fund. The Authority makes no warranty, express or implied, that the proceeds of the Bonds deposited and held in the Improvement Fund, and any investment earnings thereon deposited to the Improvement Fund, will be sufficient for payment of the Purchase Price of all of the Facilities. The Developer agrees to assist the Authority in the preparation of any disclosure document or continuing disclosure agreement deemed necessary by the Authority to issue the Bonds, including but not limited to the submission of information reasonably requested by the Authority's disclosure counsel, any appraiser or any market absorption consultant in connection with the preparation of disclosure materials for the sale of the Bonds, and the provision of such continuing disclosure obligations, certifications and legal opinions as may be reasonably required by the underwriter of the Bonds. Section 3.03. Bond Proceeds. The proceeds of each series of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the Fiscal Agent Agreement. A portion of the proceeds of the Bonds will be set aside under the Fiscal Agent Agreement in the Improvement Fund. Moneys in the Improvement Fund shall be withdrawn therefrom in accordance with the provisions of the Fiscal Agent Agreement and the provisions hereof for payment of all or a portion of the costs of construction and/or acquisition of the Facilities, all as herein provided. The Developer agrees that the Authority alone shall direct the investment of the funds on deposit in the funds and accounts established by or pursuant to the Fiscal Agent Agreement, including the Improvement Fund, and that the Developer has no right whatsoever to direct investments under the Fiscal Agent Agreement. The Authority shall have no responsibility whatsoever to the Developer with respect to any investment of funds made by the Fiscal Agent under the Fiscal Agent Agreement, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Improvement Fund to pay the Purchase Price of Facilities hereunder. The Developer further acknowledges that the obligation of any owner of real property in the CFD, including the Developer to the extent it owns any real property in the CFD, to pay special in taxes levied in the CFD is not in any way dependent on: (i) the availability of amounts in the Improvement Fund to pay for all or any portion of the Facilities hereunder, or (ii) the alleged or actual misconduct of the Authority in the performance of its obligations under this Acquisition Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto or any other agreement to which the Developer and the City or the Authority are signatories. The Developer acknowledges that any lack of availability of amounts in the Improvement Fund to pay the Purchase Price of Facilities shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for public facilities required by this Acquisition Agreement, the Conditions of Approval or any development or other agreement to which the Developer is a party, or any governmental approval to which the Developer or any land within the CFD is subject. Section 3.04. Special Taxes. The Authority agrees, when and if the CFD is formed, to levy the Special Taxes on property in the CFD in accordance with the Rate and Method of Apportionment; provided that prior to the issuance of Bonds Special Taxes shall be levied solely on Developed Property (as defined in the Rate and Method of Apportionment) pursuant to Step One in Section F of the Rate and Method of Apportionment. The Authority agrees to deposit any Special Taxes received by it prior to the issuance of any Bonds, after deducting any Administrative Expenses (as defined in the Rate and Method of Apportionment) theretofore incurred and expected to be incurred in the then Fiscal Year, in the Improvement Fund. On the date of issuance of the first series of the Bonds, the Authority shall transfer all amounts then held by it in the Improvement Fund maintained by it as described in clause (a) of the definition of "Improvement Fund" in Section 1.01 hereof to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund established under the Fiscal Agent Agreement for such Bonds. Proceeds of Bonds in any Improvement Fund shall be used for payments to the Developer hereunder prior to the use of Special Taxes deposited thereto, except as may otherwise be provided in any Fiscal Agent Agreement pursuant to which the Bonds were issued. Section 3.05. Refunding Bonds. The Authority may, in its sole and absolute discretion, determine at any time to issue bonds the net proceeds of which are used to refund any outstanding Bonds (the term "refund" as used in this sentence, and the term "refunding" as used in the next sentence, includes any purchase in lieu of redemption of any Bonds). The Developer shall have no right whatsoever in connection with any such refunding bond issue, including but not limited to any right to any reduction in special taxes levied or to be levied by the CFD, or to any additional funds whether pursuant to this Acquisition Agreement or otherwise as a consequence of any such refunding. Section 3.06. Fee Credits. The Authority and the City are parties to a Joint Community Facilities Agreement - City, dated as of March 1, 2021 (the "City JCFA"), with respect to certain matters pertaining to the CFD. The Authority hereby acknowledges the provisions of the third and fourth paragraphs of Section 1 of the City JCFA and agrees with the provisions thereof. -7- ARTICLE IV CONSTRUCTION OF FACILITIES Section 4.01. Plans. The Developer shall obtain the written approval of the Plans to be prepared for the Facilities listed in Exhibit B in accordance with applicable ordinances and regulations of the City and/or the public entity that will own and operate the Facilities. Copies of all Plans shall be provided by the Developer to the Director of Public Works upon request therefor, and, in any event, as built drawings and a written assignment of the Plans for any Facility listed in Exhibit B shall be provided to the City prior to its acceptance of the Facility. Section 4.02. Construction of Facilities. All Facilities to be acquired hereunder specified in Exhibit B hereto, as amended from time to time, shall be constructed by or at the direction of the Developer in accordance with the approved Plans and the Conditions of Approval. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of Facilities in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall require that each general contractor performing work in connection with the Facilities employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Facilities to be acquired from the Developer hereunder. The Developer shall at all times have adequate staff or consultants with the requisite experience and licenses to discharge its obligations under this Acquisition Agreement. As a condition to the acquisition of the Facilities to be completed by the Developer, the Developer shall: (i) construct and cause conveyance to the City (or other applicable governmental agency) all Facilities listed in Exhibit B hereto in accordance with the provisions of this Acquisition Agreement and the Conditions of Approval, and (ii) use its own funds to pay all costs thereof in excess of the Purchase Prices thereof to be paid therefor hereunder, except as may otherwise expressly provided in the Conditions of Approval. The Developer hereby acknowledges that (i) because of the limitations imposed by Section 5.06 hereof, the Purchase Price for any Facility may be less than the Actual Cost, or cost to the Developer, of such Facility, and (ii) there may be insufficient funds in the Improvement Fund to pay the Purchase Prices of all of the Facilities listed in Exhibit B, and, in any event, this Acquisition Agreement shall not affect any obligation of any owner of land in the CFD under the Conditions of Approval with respect to the public improvements required in connection with the development of the land within the CFD. Section 4.03. Relationship to Public Works; Bidding Requirements. The following shall apply to all contracts applicable to the Facilities acquired with funds withdrawn from the Improvement Fund: in A. General. This Acquisition Agreement is for the acquisition of the Facilities listed in Exhibit B hereto from moneys in the Improvement Fund and is not intended to be a public works contract. The Authority and the Developer agree that the Facilities are of local, and not state-wide concern, and that the provisions of the California Public Contract Code shall not apply to the construction of the Facilities. The Authority and the Developer agree that the Developer shall award all contracts for the construction of the Facilities listed in Exhibit B hereto and that this Acquisition Agreement is necessary to assure the timely and satisfactory completion of such Facilities and that compliance with the Public Contract Code with respect to such Facilities would work an incongruity and would not produce an advantage to the Authority or the CFD. The Developer acknowledges that State prevailing wage laws apply to any contracts and any subcontracts for the construction of the Facilities, and that it shall at all times assure compliance with Section 8.01 G. hereof. B. Bidding Procedures. Notwithstanding the foregoing, the Developer shall award all contracts for construction of the Facilities listed in Exhibit B, and materials related thereto, by means of a bid process consistent with this Section 4.03 B. or otherwise acceptable to the Director of Public Works, in each case consistent with applicable City regulations. The Developer shall establish a list of written criteria acceptable to the Director of Public Works (including experience, ability to perform on schedule and financial ability) to determine qualified contractors for any contract. Such general contractors shall comply with any applicable City regulations. Formal bids shall be requested from those entities on the list of qualified contractors. The Developer shall prepare bid packages, including engineering reports and estimates, for each of the Facilities, and shall submit such packages to the Director of Public Works, reasonably in advance of the anticipated bid, for review. Upon agreement by the Director of Public Works and the Developer on the content of such bid packages and a schedule of bid prices, plus an acceptable margin of variance, the Developer may proceed to take bids on the applicable Facilities. At the reasonable request of the Developer, the Director of Public Works shall also meet with the qualified general contractors to discuss the requirements of the particular contract to be bid. Bids for each Facility shall be submitted to the Director of Public Works prior to the time and date prescribed for bid opening. If a bid is within the constraints of the approved bid package, the Developer shall award the applicable contract to the lowest responsible bidder; provided, however, that the Developer shall have the right to reject all bids and to rebid the work for any Facility. If all bids are in excess of the bid parameters, the Developer shall obtain the consent of the Director of Public Works prior to awarding the contract. Upon written request of the Director of Public Works, the Developer shall provide an analysis of bids for construction and materials for the Facilities, indicating how the winning bid was determined and how it was consistent with the applicable bid package. The Developer shall promptly publish notice of the award of any contract in such paper as the Director of Public Works shall specify. C. Scheduling. The Developer shall develop or cause to be developed and shall maintain or cause to be maintained a schedule, using the critical path method, for in the construction of the Facilities to be acquired hereunder. The Developer shall provide the Director of Public Works with a complete copy of the schedule and with each update to the schedule for the review by the Director of Public Works. D. Periodic Meetings. From time to time (expected to be at least every two weeks) at the request of the Director of Public Works, representatives of the Developer shall meet and confer with City staff, consultants and contractors regarding matters arising hereunder with respect to the Facilities, and the progress in constructing and acquiring the same, and as to any other matter related to the Facilities or this Acquisition Agreement. The Developer shall advise the Director of Public Works in advance of any coordination and scheduling meetings to be held with contractors relating to the Facilities, in the ordinary course of performance of an individual contract. The Director of Public Works or the Director of Public Worlds designated representative shall have the right to be present at such meetings, and to meet and confer with individual contractors if deemed advisable by the Director of Public Works to resolve disputes and/or ensure the proper completion of the Facilities. Section 4.04. Independent Contractor; No Joint Venture. In performing this Acquisition Agreement, the Developer is an independent contractor and not the agent or employee of the Authority, the City or the CFD. None of the Authority, the City or the CFD shall be responsible for making any payments directly or otherwise to any contractor, subcontractor, agent, consultant, employee or supplier of the Developer. The Developer hereby acknowledges and agrees that the City, the Authority and the CFD, on the one hand, and the Developer, on the other, are not joint venturers or partners in the construction, acquisition, and/or installation of the Facilities, and nothing in this Acquisition Agreement shall be construed as implying any sort of joint venture or partnership relationship between the City, Authority and/or the CFD, and the Developer or any other entity involved in the construction, acquisition and/or installation of any of the Facilities. Section 4.05. Performance and Payment Bonds. The Developer agrees to comply with all applicable performance and payment bonding requirements of the Authority (and other applicable public entities and/or public utilities) with respect to the construction of the Facilities listed in Exhibit B hereto. Performance and payment bonds shall not be required of the Developer to the extent moneys are available in the Improvement Fund to pay the Purchase Price of a Facility (and consistent with the Budgeted Costs therefore shown in Exhibit B and the limitations expressed in Section 5.06 hereof); provided that all contractors and/or subcontractors employed by the Developer in connection with the construction of Facilities shall provide a labor and materials and performance bonds which name the Authority and the City as additional insureds. Section 4.06. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (commonly referred to as "change orders") required for the construction of the Facilities listed in Exhibit B hereto, as amended from time to time, and all such contracts and supplemental agreements shall be submitted to the Director of Public Works. Prior approval of supplemental agreements by the Director of Public Works shall only be required for such change orders which in any way materially alter the -10- quality or character of the subject Facilities, or which involve an amount greater than $25,000.00. The Authority expects that such contracts and supplemental agreements needing prior approval by the Director of Public Works will be approved or denied (any such denial to be in writing, stating the reasons for denial and the actions, if any, that can be taken to obtain later approval) within ten (10) business days of receipt by the Director of Public Works thereof. Any approval by the Director of Public Works of a supplemental agreement shall in no way affect the Budgeted Costs listed in Exhibit B for any related Facility, but to the extent that it increases the Actual Cost of a Facility, such increased cost may be payable as part of the Purchase Price of the related Facility as provided in Section 5.06A. hereof. Section 4.07. Time for Completion. The Developer agrees that this Acquisition Agreement is for the benefit of the Authority and the Developer and, therefore, the Developer represents that it expects to complete the Facilities and to have requested payment for the Facilities under this Acquisition Agreement within thirty-six (36) months of the date of issuance of any of the Bonds. Any failure to complete the Facilities within such time period shall not, however, in itself, constitute a breach by the Developer of the terms of this Acquisition Agreement. ARTICLE V ACQUISITION AND PAYMENT Section 5.01. Inspection. No payment hereunder shall be made by the Authority to the Developer for a Facility until the Facility has been inspected and found to be completed in accordance with the approved Plans by the City or other applicable public entity or utility. The Authority shall cause the City to make periodic site inspections of the Facilities to be acquired hereunder; provided that in no event shall the Authority incur any liability for any delay in the inspection of any Facilities. For Facilities to be acquired by other public entities or utilities, the Developer shall be responsible for obtaining such inspections and providing written evidence thereof to the Director of Public Works. The Developer agrees to pay all inspection, permit and other similar fees of the City applicable to construction of the Facilities, subject to reimbursement therefor as an Actual Cost of the related Facility. Section 5.02. Agreement to Sell and Purchase Facilities. The Developer hereby agrees to sell the Facilities listed in Exhibit B hereto to the City (or other applicable public agency that will own a Facility), and the Authority hereby agrees to use amounts in the Improvement Fund to pay the Purchase Prices thereof to the Developer, subject to the terms and conditions hereof. The Authority shall not be obligated to finance the purchase of any Facility until the Facility is completed and the Acceptance Date for such Facility has occurred. In any event, the Authority shall not be obligated to pay the Purchase Price for any Facility except from the moneys in the Improvement Fund. Section 5.03. Payment Requests. In order to receive the Purchase Price for a completed Facility, inspection thereof under Section 5.01 shall have been made and the Developer shall deliver to the Director of Public Works: (i) a Payment Request in the form of Exhibit C hereto for such Facility, together with all attachments and exhibits required by Exhibit C and this Section -11- 5.03 to be included therewith (including, but not limited to Attachments 1 and 2 to Exhibit C), and (ii) if payment is requested for a completed Facility, (a) if the property on which the Facility is located is not owned by the City (or other applicable public agency that will own the Facility) at the time of the request, a copy of the recorded documents conveying to the City (or other applicable public agency that will own the Facility) Acceptable Title to the real property on, in or over which such Facility is located, as described in Section 6.01 hereof, (b) a copy of the recorded notice of completion of such Facility (if applicable), (c) to the extent paid for with the proceeds of the Bonds, an assignment to the CFD of any reimbursements that may be payable with respect to the Facility, such as public or private utility reimbursements, and (d) an assignment of the warranties and guaranties for such Facility, as described in Section 6.05 hereof, in a form acceptable to the Authority. Section 5.04. Processing Payment Requests. Upon receipt of a Payment Request (and all accompanying documentation), the Director of Public Works shall conduct a review in order to confirm that such request is complete, that such Facility identified therein was constructed in accordance with the Plans therefor, and to verify and approve the Actual Cost of such Facility specified in such Payment Request. The Director of Public Works shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request. The Developer agrees to cooperate with the Director of Public Works in conducting each such review and to provide the Director of Public Works with such additional information and documentation as is reasonably necessary for the Director of Public Works to conclude each such review. For any Facilities to be acquired by another public entity or utility, the Developer shall provide evidence acceptable to the Director of Public Works that such Facilities are acceptable to such entity or utility. Within ten (10) business days of receipt of any Payment Request, the Director of Public Works expects to review the request for completeness and notify the Developer whether such Payment Request is complete, and, if not, what additional documentation must be provided. If such Payment Request is complete, the Director of Public Works expects to provide a written approval or denial (specifying the reason for any denial) of the request within 30 days of its submittal. If a Payment Request seeking reimbursement for more than one Facility is denied, the Director of Public Works shall state whether the Payment Request is nevertheless approved and complete for any one or more Facilities and any such Facilities shall be processed for payment under Section 5.05 notwithstanding such partial denial. If multiple payment requests are submitted simultaneously, the Developer shall designate the order in which they are to be reviewed. Section 5.05. Payment. Upon approval of the Payment Request by the Director of Public Works, the Director of Public Works shall sign the Payment Request and forward the same to the City's Finance Director. Upon receipt of the reviewed and fully signed Payment Request, the City's Finance Director shall, within the then current City financial accounting payment cycle but in any event within thirty (30) days of receipt of the approved Payment Request, cause the same to be paid by the Fiscal Agent to the extent of funds then on deposit in the Improvement Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund, shall be paid promptly following the deposit into the Improvement Fund of proceeds of any investment earnings or other amounts transferred to an Improvement Fund under the terms of the Fiscal Agent Agreement. -12- The parties hereto acknowledge that (i) the Developer may be constructing Facilities prior to the issuance of Bonds for the CFD, (ii) the Developer may be submitting Payment Requests to the City in advance of such an issuance of Bonds for the CFD, with knowledge that, other than as described in Section 3.04, there will not be funds available in the Improvement Fund for reimbursement until the Bonds for the CFD are issued, (iii) the Facilities that are the subject of the Payment Requests submitted when there are no funds or insufficient funds in the Improvement Fund will be inspected and reviewed by the Director of Public Works as set forth in this Article V and that such Payment Requests will be reviewed by the Director of Public Works and, if appropriate, submitted in the manner set forth in Sections 5.03, 5.04 and 5.05, and (iv) the payment for any Payment Requests approved in the preceding manner will be deferred until the date, if any, on which there are sufficient amounts in the Improvement Fund to make such payment, at which time the Director of Public Works will forward the approved Payment Requests to the City's Finance Director, who will then arrange for payment from the Improvement Fund in the manner set forth above. The Purchase Price paid hereunder for any Facility shall constitute payment in full for such Facility, including, without limitation, payment for all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of such Facility, as specified in the Plans. Section 5.06. Restrictions on Payments. Notwithstanding any other provisions of this Acquisition Agreement, the following restrictions shall apply to any payments made to the Developer under Sections 5.02 and 5.05 hereof: A. Amounts of Payments. Subject to the following paragraphs of this Section 5.06, payments for each Facility will be made only in the amount of the Purchase Price for the respective Facility; however, if the Actual Cost exceeds the Budgeted Cost for a Facility, the excess shall be borne by the Developer until such time as a Budgeted Cost for another Facility is greater than the Actual Cost therefore, in which event the savings shall be applied to reduce any excess of Actual Cost over Budgeted Cost previously paid for any Facility by the Developer. Any savings attributable to the Actual Cost being less than Budgeted Cost which are not disbursed under the previous sentence to cover unreimbursed Actual Costs or as otherwise consented to by the Developer shall be carried forward to be credited against future cost overruns, or costs related to supplemental agreements (change orders), or if not needed for either of the foregoing purposes, to be disposed of as provided in the Fiscal Agent Agreement for excess monies in the Improvement Fund. Nothing herein shall require the Authority in any event (i) to pay more than the Actual Cost of a Facility, (ii) to make any payment beyond the available funds in the Improvement Fund, or (iii) to pay for any roadway improvements that are not generally accessible to the public (i.e. behind gates that impede the free flow of traffic). The parties hereto acknowledge and agree that all payments to the Developer for the Purchase Prices of Facilities are intended to be reimbursements to the Developer for monies already expended or for immediate payment by the Developer (or directly by the Authority) to third parties in respect of such Facilities. -13- No payment shall be made for the Purchase Price of any Facility if (i) the Developer fails to fully provide any information requested pursuant to the second sentence of Section 8.01G. related thereto, or (ii) if the Authority or the City determines that the provisions of Section 8.01G. hereof were violated in connection with the work related to such Facility and such violation has not been remedied to the satisfaction of the City Attorney. B. Joint or Third Party Payments. The Authority may make any payment jointly to the Developer and any mortgagee or trust deed beneficiary, contractor or supplier of materials, as their interests may appear, or solely to any such third party, if the Developer so requests the same in writing (including, but not limited to, any financial institution providing financing to the Developer or any Affiliate thereof) or as the Authority otherwise determines such joint or third party payment is necessary to obtain lien releases. Notwithstanding the foregoing, in the event that the City, the CFD and/or the Authority has been in any way threatened with legal action or named in any legal action by any contractor, subcontractor, supplier or other entity that has, or allegedly has, provided any labor or materials for any Facility for which the Developer has submitted a payment request, unless and until the Developer provides an unqualified lien release from each such entity in a form acceptable to the City Attorney, the Authority, at its sole and exclusive option, may either: (i) require the filing of an interpleader or similar action in Superior Court with respect to payments for such Facility and make payment to an escrow subject to approval of disbursement by the Court; or (ii) make payments directly to the entity or entities that have filed liens or as otherwise demonstrated to the reasonable satisfaction of the City Attorney that they are owed amounts in respect of the respective Facility or District Components, up to the amount of such lien or amount owed. The provisions of this Section 5.06C. shall prevail over any assignment, or purported assignment, by the Developer of its rights to payment under this Acquisition Agreement. C. Withholding Payments. The Authority shall be entitled, but shall not be required, to withhold any payment hereunder for a Facility if the Developer or any Affiliate is delinquent in the payment of ad valorem real property taxes, special assessments or taxes, or special taxes in each case as levied on property located in the CFD. In the event of any such delinquency, the Authority shall only make payments hereunder, should any be made at the Authority's sole discretion, directly to contractors or other third parties employed in connection with the construction of the Facilities or to any assignee of the Developer's interests in this Acquisition Agreement (and not to the Developer or any Affiliate), until such time as the Developer provides the Director of Public Works with evidence that all such delinquent taxes and assessments have been paid. -14- The Authority shall be entitled to withhold any payment hereunder for a Facility that is the subject of a Payment Request until it is satisfied that any and all claims for labor and materials have been paid by the Developer for the Facility that is the subject of a Payment Request, or conditional lien releases have been provided by the Developer for such Facility. The Authority, in its discretion, may waive this limitation upon the provision by the Developer of sureties, undertakings, securities and/or bonds of the Developer or appropriate contractors or subcontractors and deemed satisfactory by the Director of Public Works to assure payment of such claims. The Authority shall be entitled to withhold payment for any Facility hereunder to be owned by the City until: (i) the Director of Public Works determines that the Facility is ready for its intended use, (ii) the Acceptance Date for the Facility has occurred and the requirements of Section 6.01, if applicable to such Facility, have been satisfied, and (iii) a Notice of Completion executed by the Developer, in a form acceptable to the Director of Public Works, has been recorded for the Facility and general lien releases conditioned solely upon payment from the proceeds of the Bonds to be used to acquire such Facility have been submitted to the Director of Public Works for the Facility. The Authority hereby agrees that the Developer shall have the right to post or cause the appropriate contractor or subcontractor to post a bond with the City to indemnify it for any losses sustained by the City or the Authority because of any liens that may exist at the time of acceptance of such a Facility, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works. The Authority shall be entitled to withhold payment for any Facility to be owned by other governmental entities, until the Developer provides the Director of Public Works with evidence that the governmental entity has accepted dedication of and/or title to the Facility. If the Director of Public Works determines that a Facility is not ready for intended use under (i) above, the Director of Public Works shall so notify the Developer as soon as reasonably practicable in writing specifying the reason(s) therefor. Nothing in this Acquisition Agreement shall be deemed to prohibit the Developer from contesting in good faith the validity or amount of any mechanics or materialmans lien nor limit the remedies available to the Developer with respect thereto so long as such delay in performance shall not subject the Facilities to foreclosure, forfeiture or sale. In the event that any such lien is contested, the Developer shall only be required to post or cause the delivery of a bond in an amount equal to twice the amount in dispute with respect to any such contested lien, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works. D. Retention. The Authority shall withhold in the Improvement Fund an amount equal to ten percent (10%) of the Purchase Price of each Facility to be paid hereunder. Any such retention will be released to the Developer upon final completion and acceptance of the related Facility and the expiration of a maintenance period consistent with applicable City policy thereafter (currently a one year warranty period for any landscaping, and upon receipt of a maintenance bond acceptable to the Director of Public Works to remain in effect for one year as to other Facilities). -15- Notwithstanding the foregoing, the Developer shall be entitled to payment of any such retention upon the completion and acceptance of a Facility, if a maintenance or warranty bond is posted in lieu thereof in accordance with Section 6.06 hereof. Payment of any retention shall also be contingent upon the availability of monies in the Improvement Fund therefor. No retention shall apply if the Developer proves to the Director of Public Work's satisfaction that the Developer's contracts for the Facilities provide for the same retention as herein provided, so that the Purchase Price paid for the Facility is at all times net of the required retention. E. Frequency. Unless otherwise agreed to by the Director of Public Works, no more than one Payment Request shall be submitted by the Developer in any calendar month. F. Right -of -Way. Payments for any right-of-way described in Exhibit B hereto shall be based upon appraisals of the respective land to be acquired in a form acceptable to the Director of Public Works, or upon such other basis as the Director of Public Works shall, in his sole and absolute discretion, determine is appropriate in the circumstances. Section 5.07. Acquisition of Additional Facilities. If the construction and acquisition of all the Facilities theretofore listed in Exhibit B have been completed and the Purchase Prices (including any retentions described in 5.06D. above) with respect thereto have been paid, and funds remain on deposit in any of the Improvement Fund, the Authority shall notify the Developer in writing of the amount of funds remaining in the Improvement Fund and shall allow the Developer thirty (30) calendar days to submit a proposed amendment to Exhibit B to this Acquisition Agreement to include Facilities not theretofore funded by the CFD. If such amendment is approved by the Director of Public Works, the Authority shall retain the excess funds in the Improvement Fund as necessary to pay the Purchase Prices of the Facilities so added to Exhibit B, subject to the provisions of this Acquisition Agreement. If such proposed amendment is not so approved, or if the remaining funds are in excess of what is needed to pay the Actual Costs of such Facilities added to Exhibit B, such excess funds will be disposed of as provided in the Fiscal Agent Agreement. Section 5.08. Defective or Nonconforming Work. If any of the work done or materials furnished for a Facility listed in Exhibit B are found by the Director of Public Works to be defective or not in accordance with the applicable Plans: (i) and such finding is made prior to payment for the Purchase Price of such Facility hereunder, the Authority may withhold payment therefor until such defect or nonconformance is corrected to the satisfaction of the Director of Public Works, or (ii) and such finding is made after payment of the Purchase Price of such Facility, the Authority and the Developer shall act in accordance with the City's standard specification for public works construction (which are set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), by Public Works Standards, Inc., as modified by applicable City Special Provisions. Section 5.09. Right of City to Make Withdrawals From Improvement Fund. The Developer acknowledges that the City may withdraw or cause to be withdrawn amounts from the Improvement Fund for payment to the City as necessary to pay costs of the City, the Authority or the CFD (i) in the event that the construction of the Facilities is substantially -16- delayed, (ii) in the event that the plans for or any other aspect of such construction are substantially altered without the consent of the City, (iii) as provided in the last paragraph of Section 8.02, or (iv) otherwise in the amount of any costs that the Director of Public Works determines that the City has incurred or reasonably expects to incur in connection with the performance of the obligations of the City (including the Director of Public Works) under this Acquisition Agreement. The City shall give written notice of the amount of any such expected withdrawal from the Improvement Fund for a purpose described in any of clauses (i), (ii), (iii) or (iv) of the preceding sentence and the purpose(s) thereof to the Developer, prior to implementing a withdrawal from the Improvement Fund for such a purpose. The Developer acknowledges that any transfer described in the first sentence of this Section 5.09 will reduce the amount available to pay the Purchase Prices of the Facilities hereunder. ARTICLE VI OWNERSHIP AND TRANSFER OF FACILITIES Section 6.01. Facilities to be Owned by the City - Conveyance of Land and Easements to City. Acceptable Title to all property on, in or over which each Facility to be acquired by the City will be located, shall be deeded over to the City by way of grant deed, quitclaim, or dedication of such property, or easement thereon, if such conveyance of interest is approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such Facility located therein, thereon or thereover, and to permit the Developer to perform its obligations as set forth in this Acquisition Agreement. The Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title. Completion of the transfer of title to land shall be accomplished prior to the payment of the Purchase Price for a Facility and shall be evidenced by recordation of the acceptance thereof by the City Council or the designee thereof. Section 6.02. Facilities to be Owned by the City - Title Evidence. Upon the request of the City, the Developer shall furnish to the City, with respect to Facilities to be acquired by the City and not previously dedicated or otherwise conveyed to the City: (i) a preliminary title report for land for review and approval at least fifteen (15) calendar days prior to the transfer of Acceptable Title to a Facility to the City, and (ii) a written certification to the effect that the Developer is not aware of any promises or other arrangements with or for the benefit of the owner or any previous owner of the respective land to be conveyed, and there are no known impediments to the conveyance of such land to the City. The Director of Public Works shall approve the preliminary title report unless it reveals a matter which, in the judgment of the City, could materially affect the City's use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to such Facility and the Authority shall not be obligated to pay the Purchase Price for such Facility until the Developer has cured such objections to title to the satisfaction of the City. Section 6.03. Facilities Constructed on Private Lands. If any Facilities to be acquired are located on privately -owned land, the owner thereof shall retain title to the land and the completed Facilities until acquisition of the Facilities under Article V hereof. Pending the -17- completion of such transfer, the Developer shall not be entitled to receive any payment for any such Facility. Section 6.04. Facilities Constructed on City Land. If the Facilities to be acquired are on land owned by the Authority, the Authority shall cause the City to grant to the Developer a license to enter upon such land for purposes related to the construction (and maintenance pending acquisition) of the Facilities. The provisions for inspection and acceptance of such Facilities otherwise provided herein shall apply. Section 6.05. Facilities to be Acquired by Other Public Agencies. With respect to any Facility to be acquired by a public entity other than the City, the Developer shall comply with such entities rules and regulations regarding title and conveyance of property, and provide the Director of Public Works with evidence of such compliance, prior to the payment of the Purchase Price for any such Facility. Section 6.06. Maintenance and Warranties. The Developer shall maintain each Facility in good and safe condition until the Acceptance Date of the Facility. Prior to the Acceptance Date, the Developer shall be responsible for performing any required maintenance on any completed Facility. On or before the Acceptance Date of the Facility, the Developer shall assign to the Authority all of the Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such Facility. The Developer shall maintain or cause to be maintained each Facility to be owned by the City (including the repair or replacement thereof) for a period of one year from the Acceptance Date thereof, or, alternatively, shall provide a bond reasonably acceptable in form and substance to the Director of Public Works for such period and for such purpose (specifically, a one-year maintenance period for landscaping improvements, and for the posting of a warranty bond to remain in effect for one year as to other Facilities), to insure that defects, which appear within said period will be repaired, replaced, or corrected by the Developer, at its own cost and expense, to the satisfaction of the Director of Public Works. During any such one- year period, the Developer shall commence to repair, replace or correct any such defects within thirty (30) days after written notice thereof by the Authority, the City or other public entity that took ownership of the respective Facility to the Developer, and shall complete such repairs, replacement or correction as soon as practicable. After such one-year period, the City (or other public entity that has accepted title to the Facility) shall be responsible for maintaining such Facility. Any warranties, guarantees or other evidences of contingent obligations of third persons with respect to the Facilities to be acquired by the City shall be delivered to the Director of Public Works as part of the transfer of title. ARTICLE VII INSURANCE; RESPONSIBILITY FOR DAMAGE Section 7.01. Liability Insurance Requirements. The Developer shall provide to the Director of Public Works evidence of insurance and endorsements thereto on forms acceptable to the Risk Manager within 10 working days of execution by it of this Acquisition Agreement and prior to any physical work on the Facilities being performed. go The Developer shall procure and maintain for the duration of this Acquisition Agreement the following minimum insurance coverage and limits against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work covered by this Acquisition Agreement by the Developer, its agents, representatives, employees or subcontractors: (a) Premises, operation and mobile equipment. (b) Products and completed operations. (c) Explosion, collapse and underground hazards. (d) Personal injury. (e) Contractual liability. (f) Errors and omissions for work performed by design professionals. COVERAGE PER OCCURRENCE ISO FORM Commercial General Liability (Primary) Umbrella Liability (Over Primary, if required) Business Auto Workers' Compensation Employers' Liability Errors and Omissions CG 00 011185 or 88 Rev. $2,000,000 GL 00 011185 or 88 Rev. $1,000,000 CA 00 0106 92 $1,000,000 Statutory $1,000,000 $1,000,000 Combined single limit per occurrence shall include coverage for bodily injury, personal injury, and property damage for each accident and a five million dollar ($5,000,000) general aggregate. Insurance shall be placed with insurers that are admitted to the State of California and with an AM Best's Rating of no less than A:VII. The Developer shall furnish to the Risk Manager certificates of insurance and endorsements on forms specified by the Risk Manager, duly authenticated, giving evidence of the insurance coverage required in this contract and other evidence of coverage or copies of policies as may be reasonably required by the Risk Manager from time to time. Each required insurance policy coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after fifteen (15) days written notice by certified mail, return receipt requested, has been given to the Risk Manager. Liability coverage shall not be limited to the vicarious liability or supervising role of any additional insured nor shall there be any limitation with the severability clause. Coverage shall contain no limitation endorsements and there shall be no endorsement or modification limiting the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage or employment related practices. Any umbrella liability coverage shall apply to bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall include a "drop down' provision providing primary coverage above a maximum $25,000.00 self -insured retention for liability not covered by primary polices not covered by the umbrella policy. Coverage shall be following form to any -19- other underlying coverage. Coverage shall be on a "pay on behalf" basis, with defense costs payable in addition to policy limits. There shall be no cross policy exclusion and no limitation endorsement. The policy shall have starting and ending dates concurrent with the underlying coverage. All liability insurance shall be on an occurrence basis. Insurance on a claims made basis will be rejected. Any deductibles or self -insured retentions shall be declared to and approved by the Risk Manager. The insurer shall provide an endorsement to the City eliminating such deductibles or self -insured retentions as respects the Authority, and its consultants, and each of its Boardmembers, officials, employees and volunteers. All subcontractors employed on the work referred to in this Acquisition Agreement shall meet the insurance requirements set forth in this Section 7.01 for the Developer. The Developer shall furnish certificates of insurance and endorsements for each subcontractor at least five days prior to the subcontractor entering the job site, or the Developer shall furnish the Risk Manager an endorsement including all subcontractors as insureds under its policies. Neither the City nor the Authority shall be liable for any accident, loss, or damage to the work prior to its completion and acceptance, and the Developer shall save, keep and hold harmless the Authority, the City and their consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees, agents and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be claimed because of damages to property, or personal injury received by reason of or in the course of performing work, which may be caused by any willful or negligent act or omission by the Developer or any of the Developer's employees, or any subcontractor. The cost of insurance required by this subsection shall be borne by the Developer and its subcontractors and no compensation for purchasing insurance or additional coverage needed to meet these requirements will be paid for by the Authority. In the event that any required insurance is reduced in coverage, canceled for any reason, voided or suspended, the Developer agrees that the Authority may arrange for insurance coverage as specified, and the Developer further agrees that administrative and premium costs may be deducted from any deposits or bonds the Authority may have, or from the Improvement Fund. A reduction or cancellation will be grounds for termination of this Acquisition Agreement and will cause a halt to payment for any work on the Facilities until the insurance is reestablished. Liability policies shall contain, or be endorsed to contain the following provisions: (a) General Liability and Automobile Liability: The Authority, the City and their respective consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be covered as additional insureds using ISO form CG 00 01 11 85 or 88 as it respects: liability arising out of activities performed by or on behalf of the Developer; products and completed operations of the Developer premises owned, occupied or used by the Developer; or automobiles owned, leased, hired or borrowed by the Developer. The coverage shall contain no special limitations -20- on the scope or protection afforded to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, or volunteers. The Developer's insurance coverage shall be primary insurance with respect to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be excess of the Developer's insurance and shall not contribute to it. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Authority, the City, and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, and volunteers. The Developer'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. (b) Workers' Compensation and Employer's Liability: The Developer and all subcontractors shall have workers' compensation for all employees in conformance with the requirements in Section 3700 of the Labor Code. (c) Error and Omissions Liability: The Developer and all subcontractors who are design professionals shall have and maintain errors and omissions insurance. Section 7.02. Responsibility for Damage. The Developer shall take and assume all responsibility for the work performed as part of the Facilities constructed pursuant to this Acquisition Agreement. The Developer shall bear all losses and damages directly or indirectly resulting to it, to the Authority, to the City, and their respective consultants, and their respective Boardmembers, Councilmembers, officers, employees and agents, or to others on account of the performance or character of the work, unforeseen difficulties, accidents of any other causes whatsoever. The Developer shall assume the defense of and indemnify and save harmless the Authority, the City, and their respective consultants, their respective Boardmembers, Councilmembers, officers, employees, and agents, from and against any and all claims, losses, damage, expenses and liability of every kind, nature, and description, directly or indirectly arising from the performance of the work, and from any and all claims, losses, damage, expenses, and liability, howsoever the same may be caused, resulting directly, or indirectly from the nature of the work covered by this Acquisition Agreement, to the fullest extent permitted by law and regardless (except as provided in the next sentence) of responsibility for any negligence. In accordance with Civil Code section 2782, nothing in this Section 7.02 shall require defense or indemnification for death, bodily injury, injury to property, or any other loss, damage or expense arising from the sole negligence or willful misconduct of the Authority, the -21- City, and their respective consultants, and their respective Boardmembers, Councilmembers, agents, servants or independent contractors who are directly responsible to the Authority or the City, or for defects in design furnished by such persons. Moreover, nothing in this Section 7.02 shall apply to impose on the Developer, or to relieve the Authority or the City from, liability for active negligence of the Authority, the City, or their respective consultants or their respective Boardmembers, Councilmembers, officers, employees or agents as delineated in Civil Code Section 2782. Any relief for determining the Authority's or the City's sole or active negligence shall be determined by a court of law. The Authority does not, and shall not, waive any rights against the Developer which it may have by reason of the aforesaid hold harmless agreements because of the acceptance by the Authority or the City, or deposit with the Authority by the Developer of any insurance policies described in Section 7.01. The aforesaid hold harmless agreement by the Developer shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered by reasons of any of the aforesaid operations of the Developer, or any subcontractor, regardless of whether or not such insurance policies are determined to be applicable to any of such damages or claims for damages. No act by the City, or its representatives in processing or accepting any plans, in releasing any bond, in inspecting or accepting any work, or of any other nature, shall in any respect relieve the Developer or anyone else from any legal responsibility, obligation or liability it might otherwise have. ARTICLE VIII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 8.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the Authority as follows: A. Organization. The Developer is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is in compliance with all applicable laws of the State, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in this Acquisition Agreement. B. Authori . The Developer has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered by the Developer. C. Binding Obligation. This Acquisition Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. -22- D. Compliance with Laws. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the CFD or the Facilities in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the CFD or the Facilities. E. Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Authority for the acquisition of any improvements that are not part of the Facilities, and (ii) it will diligently follow all procedures set forth in this Acquisition Agreement with respect to the Payment Requests. F. Financial Records. Until the date which is one year following the date of the final acceptance of the Facilities, the Developer covenants to maintain proper books of record and account for the construction of the Facilities and all costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the Authority or its agent at any reasonable time during regular business hours on reasonable notice. G. Prevailing Wages. The Developer covenants that, with respect to any contracts or subcontracts for the construction of the Facilities listed in Exhibit B to be acquired from the Developer hereunder, it will assure complete compliance with any applicable law or regulation for the payment of prevailing wages. The Developer shall provide, at the written request of the Director of Public Works, evidence satisfactory to the Director of Public Works that the Developer has complied with the provisions of this Section 8.01G. with respect to any Facilities to be funded under this Acquisition Agreement. H. Plans. The Developer represents that it has obtained or will obtain approval of the Plans for the Facilities listed in Exhibit B to be acquired from the Developer hereunder from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that the Facilities listed in Exhibit B to be acquired from the Developer hereunder have been or will be constructed in full compliance with such approved plans and specifications and any supplemental agreements (change orders) thereto, as approved in the same manner. I. Land Owners. The Developer agrees that in the event that it sells any land owned by it within the boundaries of the CFD other than to an individual prospective homeowner, the Developer will (i) notify the Authority within 30 days of the sale, in writing, identifying the legal name of and mailing address for the purchaser, the applicable County Assessor's parcel number or numbers for the land sold and the acreage of the land sold, (ii) notify the purchaser in writing prior to the closing of any such sale of the existence of this Acquisition Agreement and, in general, the Developer's rights and obligations hereunder with respect to the construction of and payment for the Facilities, and (iii) notify the purchaser (including for purposes of this clause (iii) any prospective homeowner buying property from the Developer) in writing of the existence -23- of the CFD and the special tax lien in connection therewith, and otherwise comply with any applicable provision of Section 53341.5 of the Act. J. Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the original purchasers of the Bonds or the Authority related to the status of construction of improvements required by the Conditions of Approval, the anticipated completion dates for future improvements, and any other matter material to the investment quality of the Bonds. K. Continuing Disclosure. The Developer agrees to comply with all of its obligations under any continuing disclosure agreement executed by it in connection with the offering and sale of any of the Bonds for the CFD. L. Ownership By Affiliates. The Developer agrees to provide to the City's Finance Director on the date of issuance of the Bonds, on (or within five (5) business days of) July 1 of each year so long as the Bonds are outstanding and the Developer or any Affiliate thereof owns property in the CFD, and on any other date upon three business days notice from the City's Finance Director, a written list of all Affiliates of the Developer which own or control the ownership of land located within the CFD, or which have options on land within the CFD, indicating the parcels of land by County Assessor's Parcel number of all such land so owned or optioned. M. Allocation of Sales Taxes to Authority. The Developer shall use reasonable efforts, with respect to any construction contract for a contract price of $5,000,000 or more and related to any construction by the Developer within the geographical boundaries of the City, to have the installing contractor obtain a sub -permit from the California Board of Equalization under the Bradley -Burns Uniform Local Sales and Use Tax law for the job site on which the work is to be performed. Section 8.02. Indemnification and Hold Harmless. The Developer shall assume the defense of, indemnify and save harmless the Authority, the City and the CFD, the members of the Authority, the members of the Board of Directors of the Authority and of the City Council of the City, their respective officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from (i) the breach of any provision of this Acquisition Agreement by the Developer; (ii) the Developer's or any other entity's design, engineering and/or construction of any of the Facilities acquired from the Developer hereunder; (iii) the Developer's non-payment under contracts between the Developer and its consultants, engineer's, advisors, contractors, subcontractors and suppliers in the provision of the Facilities, including but not limited to any claim, lien or action by any such entity against the City, the Authority or the CFD for money or damages; or (iv) any claims of persons employed by the Developer or its agents to construct the Facilities. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional acts or negligence of the Authority, the CFD or the City, or their respective Boardmembers, Councilmembers, officers, officials, directors, employees or agents hereunder. -24- No provision of this Acquisition Agreement shall in any way limit the Developer's responsibility for payment of damages resulting from the operations of the Developer, its agents, employees or its contractors. The Developer shall assume the defense of (with counsel satisfactory to the Authority), indemnify and save harmless the Authority, the City and the CFD, members of the governing board of the Authority and of the City Council of the City, their officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from, any alleged or actual material misstatements or omissions of facts necessary to make the statements with respect to the development by the Developer of the land in the CFD, or the Developer, not misleading under the circumstances made in any disclosure materials published in connection with the Bonds. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional misstatements of material facts or material omissions in any such disclosure materials with respect to the Authority or the City. In the event that the Developer fails to discharge its obligations under any of the foregoing provisions of this Section 8.02, the Authority shall be entitled, following prior written notice of such failure to the Developer, to draw upon funds in the Improvement Fund as it deems necessary for the defense, indemnity or hold harmless otherwise to be provided by the Developer hereunder. ARTICLE IX TERMINATION Section 9.01. Termination of Funding Obligations. Unless otherwise agreed to in writing by the parties hereto, this Acquisition Agreement shall terminate on December 31, 2035, if the Bonds have not been issued by that date. If Bonds are issued before such date, this Acquisition Agreement shall terminate on the date that no funds remain in the Improvement Fund and the Authority has determined that no further Bonds will be issued for the CFD (other than possible refunding bonds as described in Section 3.05). From and after the date of termination of this Acquisition Agreement, the Authority shall have no further obligation to pay the Purchase Price of any Facilities hereunder. Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the mutual, written consent of the Authority and the Developer, in which event the Authority may let contracts for any remaining work related to the Facilities not theretofore acquired from the Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay for same, and the Developer shall have no claim or right to any further payments for the Purchase Price of Facilities hereunder, except as otherwise may be provided in such written consent. Section 9.03. Authority Election for Cause. The following events shall constitute grounds for the Authority, at its option, to suspend payments to the Developer hereunder as -25- provided in the second succeeding paragraph, or terminate this Acquisition Agreement as described in the succeeding paragraph, in each case without the consent of the Developer: (a) The Developer shall voluntarily file for reorganization or other relief under any Federal or State bankruptcy or insolvency law. (b) The Developer shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of the Developer, or shall suffer an attachment or levy of execution made against the property it owns within the CFD unless, in any of such cases, such circumstance shall have been terminated or released within thirty (30) days thereafter. (c) The Developer shall abandon construction of the Facilities. Failure for a period of ninety (90) consecutive days to undertake substantial work related to the construction of the Facilities, other than for a reason specified in Section 9.04 hereof, shall constitute a noninclusive example of such abandonment. (d) The Developer shall breach any material covenant or default in the performance of any material obligation hereunder. (e) The Developer shall transfer any of its rights or obligations under this Acquisition Agreement without the prior written consent of the Authority. (f) The Developer shall have made any material misrepresentation or omission in any written materials furnished in connection with any preliminary official statement, official statement or bond purchase contract used in connection with the sale of the Bonds for the CFD. (g) The Developer or any of its Affiliates shall at any time challenge the validity of the CFD, or any of the Bonds, or the levy of special taxes within the CFD, other than on the grounds that such levy was not made in accordance with the terms of the Rate and Method of Apportionment of the Special Taxes for the CFD. If any such event occurs, the Authority shall give written notice of its knowledge thereof to the Developer, and the Developer agrees to meet and confer with the Director of Public Works and other appropriate City staff and consultants within thirty (30) days of receipt of such notice as to options available to assure timely completion of the Facilities listed in Exhibit B. Such options may include, but not be limited to the termination of this Acquisition Agreement by the Authority. If the Authority elects to terminate this Acquisition Agreement, the Authority shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the Authority to receive such notice) of the grounds for such termination and allow the Developer a minimum of thirty (30) days to eliminate or mitigate to the satisfaction of the Director of Public Works the grounds for such termination. Such period may be extended, at the sole discretion of the Authority, if the Developer, to the satisfaction of the Authority, is proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined solely by -26- the Authority, the Developer has not eliminated or completely mitigated such grounds, to the satisfaction of the Authority, the Authority may then terminate this Acquisition Agreement. Notwithstanding the foregoing provisions of this paragraph, if an event described in clause (a) or (b) of the preceding paragraph occurs, the Authority need not comply with any of the foregoing provisions of this paragraph and may, in its sole and absolute discretion, terminate this Acquisition Agreement upon twenty (20) days prior written notice to the Developer of such termination. Notwithstanding the foregoing paragraph, so long as any event listed in any of clauses (a) through and including (g) above has occurred, notice of which has been given by the Authority to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the Authority may in its discretion cease making payments for the Purchase Price of Facilities under Article V hereof. Nothing in this Section 9.03 shall in any way prohibit the Authority, the City or the CFD from drawing funds from the Improvement Fund for any of the purposes described in Section 5.09. Section 9.04. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes or other acts of God, war, pandemic, terrorist attacks, civil commotion, riots, strikes, picketing, or other labor disputes, damage to work in progress by casualty, or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused. Section 9.05. Survival of Certain Provisions. The provisions of Sections 7.02, 8.02 and 10.01 of this Acquisition Agreement shall survive the termination of this Acquisition Agreement, and the obligations of the Developer under said Sections shall remain in effect following any such termination. ARTICLE X MISCELLANEOUS Section 10.01. Limited Liability of Authority. The Developer agrees that any and all obligations of the Authority arising out of or related to this Acquisition Agreement are special and limited obligations of the Authority and the Authority's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Improvement Fund and from no other source. No member of the Authority's Board of Directors, or Authority staff member, employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof. Section 10.02. Excess Costs. The Developer will be responsible for any and all costs of the Facilities that it is obligated to construct pursuant to the Conditions of Approval in excess of the moneys available therefor in the Improvement Fund. -27- Section 10.03. Audit. The Director of Public Works and/or the City's Finance Director shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer in to any of the Facilities, and any bids taken or received for the construction thereof or materials therefor. Section 10.04. Attorney's Fees. In the event that any action or suit is instituted by either party against the other arising out of this Acquisition Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees. Section 10.05. Notices. Any notice, payment or instrument required or permitted by this Acquisition Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered, or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within twenty-four hours after such transmission), or seventy-two hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: Authority or CFD: Temecula Public Financing Authority 41000 Main Street Temecula, California 92589-9033 Attention: Director of Public Works Developer: SB Altair, LLC c/o Brookfield Properties 3200 Park Center Drive, Suite 1000 Costa Mesa, CA 92626 Attention: Colin Koch Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. Section 10.06. Severability. If any part of this Acquisition Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Acquisition Agreement shall be given effect to the fullest extent possible. Section 10.07. Successors and Assigns. This Acquisition Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Acquisition Agreement shall not be assigned by the Developer, except in whole to an Affiliate, without the prior written consent of the Authority, which consent shall not be unreasonably withheld or delayed. In connection with any such consent of the Authority, the Authority may condition its consent upon the acceptability of the relevant experience and financial condition of the proposed assignee, the assignee's express assumption of all obligations of the Developer hereunder, and/or upon any other factor which the Authority deems relevant in the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the ma scope of the rights and/or obligations assigned, and shall not be effective until approved in writing by the Authority. No assignment, whether or not consented to by the Authority, shall release the Developer from its obligations and liabilities under this Acquisition Agreement. Notwithstanding the foregoing, the Developer may assign its rights to payment hereunder, without the prior consent of the Authority, to any financial institution providing financing to the Developer or an Affiliate of the Developer. Section 10.08. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the CFD. Nothing herein shall be construed as affecting the Authority's or the Developer's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development of the land in the CFD. This Acquisition Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party. Section 10.09. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Acquisition Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Acquisition Agreement thereafter. Section 10.10. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Acquisition Agreement shall be binding. Section 10.11. Parties in Interest. Nothing in this Acquisition Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the Authority, the CFD, the City, and the Developer any rights, remedies or claims under or by reason of this Acquisition Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Acquisition Agreement contained by or on behalf of the Authority or the Developer shall be for the sole and exclusive benefit of the Authority, the CFD, the City, and the Developer. The City is an intended third party beneficiary of this Agreement. No provision of this Acquisition Agreement shall in any way be construed to provide any right whatsoever to any contractor, subcontractor, supplier or other party involved in the acquisition, construction or maintenance of any of the Facilities against the Authority, the City or the CFD, including but not limited to any right to payment or damages of any nature, in law or in equity. Section 10.12. Amendment. This Acquisition Agreement may be amended, from time to time, by written Supplement hereto and executed by both the Authority and the Developer. Notwithstanding any other provisions of this Acquisition Agreement, the Director of Public Works, acting alone and without the need for approval by the Board of Directors of the -29- Authority, may approve and execute from time to time Supplements on behalf of the Authority and the CFD, that amend, modify or supplement Exhibit B to this Acquisition Agreement. Section 10.13. Counterparts. This Acquisition Agreement may be executed in counterparts, each of which shall be deemed an original. Section 10.14. Governing Law. The provisions of this Acquisition Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State. -30- IN WITNESS WHEREOF, the parties hereto have executed this Acquisition Agreement as of the day and year first -above written. 20009.23:J19367 TEMECULA PUBLIC FINANCING AUTHORITY, for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-01 (ALTAIR) an Aaron Adams, Executive Director SB ALTAIR, LLC, a Delaware limited liability company By: Brookfield Temecula, LLC, a Delaware limited liability company, its Operations Manager Name: Its: S-1 EXHIBIT A DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM THE DEVELOPER • The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), and traffic signals within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances. • Landscaping improvements in the public right of way, including related appurtenances. Exhibit A Page 1 EXHIBIT B FACILITIES ELIGIBLE FOR ACQUISITION FROM THE DEVELOPER AND RELATED BUDGETED COSTS Facility Budgeted No. Description Cost Exhibit B Page 1 EXHIBIT C FORM OF PAYMENT REQUEST PAYMENT REQUEST NO. The undersigned ("the Developer'), hereby requests payment in the total amount of $ for the Facilities (as defined in the Acquisition Agreement, dated as of February 13, 2024, between (a) the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 23-01 (Altair), and (b) the Developer), all as more fully described in Attachment 1 hereto. In connection with this Payment Request, the undersigned hereby represents and warrants to the Authority as follows: 1. He(she) is a duly authorized officer of the Developer, qualified to execute this Payment Request for payment on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. To the extent that this payment request is with respect to a completed Facility, the Developer has submitted or submits herewith to the City of Temecula (the "City") as -built drawings or similar plans and specifications for the items to be paid for as listed in Attachment 1 hereto with respect to any such completed Facility, and such drawings or plans and specifications, as applicable, are true, correct and complete. 3. All costs of the Facilities for which payment is requested hereby are Actual Costs (as defined in the Agreement referenced above) and have not been inflated in any respect. The items for which payment is requested have not been the subject of any prior payment request submitted to the Authority. 4. Supporting documentation (such as third party invoices) is attached with respect to each cost for which payment is requested. 5. There has been compliance with applicable laws relating to prevailing wages for the work to construct the Facilities for which payment is requested. 6. The Facilities for which payment is requested were constructed in accordance with all applicable City or other governmental standards, and in accordance with the as -built drawings or plans and specifications, as applicable, referenced in paragraph 2 above. 7. The Developer is in compliance with the terms and provisions of the Acquisition Agreement and no portion of the amount being requested to be paid was previously paid. 8. The Purchase Price for each Facility (a detailed calculation of which is shown in an Attachment 2 hereto for each such Facility), has been calculated in conformance with the terms of Section 5.06 of the Acquisition Agreement. Exhibit C Page 1 9. Neither the Developer nor any Affiliate (as defined in the Acquisition Agreement) is in default in the payment of ad valorem real property taxes or special taxes or special assessments levied in the CFD (as defined in the Acquisition Agreement), except as follows: I hereby declare under penalty of perjury that the above representations and warranties are true and correct. DEVELOPER: SB ALTAIR, LLC 0 Authorized Representative of the Developer Date: AUTHORITY: Payment Request Approved for Submission to the Finance Director of the City of Temecula Director of Public Works Date: Exhibit C Page 2 ATTACHMENT 1 EXHIBIT C [list here all Facilities for which payment is requested, and attach support documentation] Exhibit C-1 Page 3 ATTACHMENT 2 EXHIBIT C CALCULATION OF PURCHASE PRICE [Use a separate sheet for each Facility for which payment is being requested] 1. Description (by reference to Exhibit B to the Acquisition Agreement) of the Facility 2. Actual Cost (list here total of supporting invoices and/or other documentation supporting determination of Actual Cost): $ 3. Budgeted Cost: $ 4. Permitted Addition to Budgeted Cost (to the extent, and only to the extent, that Actual Cost exceeds Budgeted Cost), consisting of Savings (Actual Costs less than Budgeted Cost) carried forward from prior acquired Facilities (see first paragraph of Section 5.06A) and not previously applied to cover cost overruns (Actual Costs greater than Budgeted Cost) on previously acquired Facilities: $ 5. Subtractions from Purchase Price: A. Holdback for Lien releases (see Section 5.06(C) of the Acquisition Agreement) $ B. Retention (see Section 5.06(D) of the Acquisition Agreement) $_ 6. Total disbursement requested (amount listed in 3, plus amount, if any, listed in 4 (total of amounts in 3 and 4 not to exceed amount listed in 2), less amounts, if any, listed in 5) $. Exhibit C-2 Page 1 Quint & Thinunig LLP 11/8/23 1/24/24 JOINT COMMUNITY FACILITIES AGREEMENT - EMWD THIS JOINT COMMUNITY FACILITIES AGREEMENT - EMWD (the "Agreement") is entered into this day of March, 2024, by and among the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority (the "Authority"), the EASTERN MUNICIPAL WATER DISTRICT, a public agency organized and existing pursuant to Division 20 of the California Water Code (the "EMWD"), and SB ALTAIR, LLC, a Delaware limited liability company (the "Company"), and relates to the proposed formation of the TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) (the "CFD"), for the purpose of financing certain public facilities, including sewer facilities to be ultimately owned and operated by EMWD. RECITALS A. The Company is developing and owns the property described in Exhibit A hereto (the "Property") which is located in the City of Temecula, California, and is located within the boundaries of the EMWD and the proposed CFD. B. Pursuant to the request of Company, the Board of Directors of the Authority has initiated proceedings to form the CFD pursuant to the provisions of the Mello -Roos Community Facilities Act of 1982, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act"). C. The Company has requested and proposed that the CFD be formed for the purpose of providing the means of financing the acquisition of various public facilities, including (i) certain public facilities to be constructed, owned and operated by EMWD, which are described in further detail on Exhibit B (the "EMWD Facilities"), in lieu of the payment of certain sewer financial participation charges and sewer treatment capacity charges of EMWD (collectively, the "EMWD Fees") incident to the development of homes to occur in the CFD; and (ii) certain water and sewer facilities to be constructed by the Company and acquired by EMWD (the "Acquisition Facilities"). The EMWD Fees do not include meters, processing fees, construction water and other EMWD charges. D. In conjunction with the issuance of permits for the construction of homes on the Property and/or receipt of water meters for such homes, the Company may elect to advance EMWD Facilities costs in lieu of payment of EMWD Fees (the "Advances") before Bond Proceeds (defined herein) are available in sufficient amounts to pay for EMWD Facilities. In such case, the Company shall be entitled to (i) reimbursement of such Advances limited to the Advances not yet used by EMWD to pay costs of the EMWD Facilities (the Advances being considered an interest free loan by the Company with no repayment obligation except to the extent there are Bond Proceeds received by or made available to EMWD as described herein, all as further described in Section 3 below), and (ii) credit against EMWD Fees which would otherwise be due to EMWD equal to the amount of Bond Proceeds disbursed to EMWD or at the direction of EMWD for EMWD Facilities, all as further described herein. 20009.23:J19365 E. The Company has not yet determined that it will finance the EMWD Facilities in lieu of payment of the EMWD Fees, and/or the Acquisition Facilities, and the parties hereto acknowledge that this Agreement is for the purpose of meeting the requirements of the Act. F. The Act effectively provides that the CFD may finance the EMWD Facilities and the Acquisition Facilities only pursuant to a joint community facilities agreement adopted pursuant to Government Code Section 53316.2. G. In connection with the proceedings to form the CFD, the Authority will, as permitted by Section 53350 of the Act, designate the property initially included in the CFD as Improvement Area No. 1 of the CFD ("Improvement Area No. 1"), and will provide for a future annexation area for the CFD that identifies property that may in the future be annexed to the CFD; and H. The Authority and EMWD have determined that entering into this Agreement to enable the CFD to finance some or all of the EMWD Facilities and the Acquisition Facilities will be beneficial to the residents of each entity and, therefore, desire to enter into this joint community facilities agreement pursuant to Government Code Section 53316.2. I. Nothing contained herein shall be construed as requiring the Company to take any specific action, or for the Authority to form the CFD or to issue any special tax bonds for the CFD. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals. Each of the above recitals is incorporated herein and is true and correct. 2. Proceedings for the Formation of CFD; Costs of Formation. The Board of Directors of Authority shall have the jurisdiction to and shall be solely responsible for undertaking the proceedings pursuant to the Act to consider the formation of the CFD and the authorization for the CFD to levy special taxes within the CFD and to incur bonded indebtedness. Notwithstanding the forgoing, if and when the Board of Directors of the Authority determines to issue special tax bonds for the CFD, the Board of Directors of the Authority shall take such actions in its reasonable discretion to ensure that the total effective property tax rate within the CFD (including the special tax rate for the CFD) does not exceed two and one -tenth percent (2.10%) of the projected value of the property subject to the special taxes when developed, determined at the time of the sale of the Bonds. The Authority shall not include EMWD's name on property tax bills that include the special taxes for property within the CFD. EMWD is not directly or indirectly approving or responsible in any way whatsoever for the levy of special taxes within the CFD, nor is EMWD directly or indirectly approving or responsible in any way whatsoever for the issuance or administration of bonds that may be issued by the Authority for the CFD. EMWD shall not be responsible in any way whatsoever for the costs of formation of the CFD or of the issuance of any special tax bonds for the CFD. -2- The Authority agrees that any funds advanced by the Developer to EMWD to pay costs of EMWD related to the review and approval by EMWD of this Agreement shall, at the written request of the Company provided to the Authority prior to issuance by the Authority of the special tax bonds for the CFD, be included in the costs of issuance funded from the proceeds of such bonds and reimbursed to the Company promptly following the issuance of such bonds. 3. Use of Bond Proceeds. Prior to the sale of bonds issued by the Authority for the CFD (the "Bonds"), the Company shall notify EMWD of the amount of proceeds of the Bonds ("Bond Proceeds") that are estimated to be reserved or otherwise available to fund EMWD Facilities, and the amount of Bond Proceeds that are expected to be reserved or available to finance Acquisition Facilities. To the extent Bond proceeds are made available to EMWD to finance EMWD Facilities, but only to such extent, the Company may request payment from the Authority executing and submitting a request for payment, in substantially the form attached hereto as Exhibit C (the "Disbursement Request"), executed by the Company and countersigned by EMWD. Upon receipt of such Disbursement Request, the Authority will cause the fiscal agent for the Bonds to promptly wire transfer (or pay in another mutually acceptable manner) to EMWD such requested funds to the extent that Bond proceeds are available for such purpose. Upon such notice and EMWD's receipt of such disbursement of funds relating to EMWD Facilities, the Company shall be deemed to have satisfied the applicable EMWD Fees with respect to the number of dwelling units or lots for which the EMWD Fees would otherwise have been required in an amount equal to the amount of such disbursement. EMWD agrees to use Bond proceeds transferred to it within three years of the date of the issuance of the Bonds for the construction or acquisition of EMWD Facilities which shall consist of public infrastructure improvements owned by a governmental entity in which no nongovernmental entity has any special legal entitlements, which improvements have a useful life of five years or more, and are otherwise identified on Exhibit B hereto. Nothing in this Section 3 shall prohibit the Company from using its own funds to pay all or any portion of the EMWD Fees for any dwelling unit or lot in the CFD or to pay costs of the Acquisition Facilities. If the Bond proceeds available for purposes of this Agreement are less than the amount of EMWD Fees required to be paid by the Company for the development of all of the property within the CFD, the Company, in its discretion, may submit a Disbursement Request to use available Bond proceeds to pay a pro rata portion of the EMWD Fees for any dwelling unit or lot, and use its own funds to pay the balance of the EMWD Fees due, so long as EMWD reasonably expects to expend all of the available Bond Proceeds for EMWD Facilities and Acquisition Facilities prior to the earlier of the date which is 3 years after the date the Bonds are issued or the date of completion of construction of homes in the CFD. Nothing herein shall relieve the Company from paying EMWD Fees to the extent Bond Proceeds are not made available to EMWD to finance EMWD Facilities. To the extent Bond Proceeds are made available to pay costs of Acquisition Facilities, the Company may request payment from the Authority as described in Section 4 below. -3- Notwithstanding the foregoing, EMWD shall maintain written records as to the investment and disposition of any Bond proceeds remitted to it under this Section 3, and will make such records available to the Treasurer of the Authority upon the Treasurer's written request. The Authority shall have no responsibility or obligation whatsoever with respect to the construction or operation of any of the EMWD Facilities or the Acquisition Facilities, or with respect to any investment or use by EMWD of funds remitted to it pursuant to this Agreement. 4. Acquisition Facilities. The requirements of this Section 4 shall apply to any Acquisition Facility for which a Payment Request (defined below) is submitted to EMWD pursuant to this Section 4. (a) Design Plans and Specifications. All plans, specifications and bid documents for the Acquisition Facility ("Plans") constructed or to be constructed by the Company shall be prepared by the Company at the Company's initial expense, subject to approval by EMWD. Costs for preparation of the Plans shall be included in the acquisition price. Reimbursement of costs for plan revisions will be considered on a case by case basis. The Company shall not award bids for construction, or commence or cause commencement of construction, of any Acquisition Facility until the Plans and bidding documents for such Acquisition Facility have been approved by EMWD. The bid opening for the Acquisition Facility shall be coordinated with and take place at EMWD's offices, with EMWD personnel in attendance. (b) Construction of Acquisition Facilities. A qualified engineering firm (the "Field Engineer") shall be employed by the Company to provide all field engineering surveys determined to be necessary by the EMWD's inspection personnel. Field Engineer shall promptly furnish to EMWD a complete set of grade sheets listing all locations, offsets, etc., in accordance with good engineering practices, and attendant data and reports resulting from Field Engineer's engineering surveys and/or proposed facility design changes. EMWD shall have the right, but not the obligation, to review, evaluate and analyze whether such results comply with applicable specifications. A full-time soil testing firm, approved by EMWD, shall be employed by the Company to conduct soil compaction testing and certification. The Company shall promptly furnish results of all such compaction testing to EMWD for its review, evaluation and decision as to compliance with applicable specifications. In the event the compaction is not in compliance with applicable specifications, the Company shall be fully liable and responsible for the costs of achieving compliance. A final report certifying all required compaction in accordance with the specifications shall be a condition of final acceptance of the Acquisition Facility. The costs of all surveying, testing and reports associated with the Acquisition Facility furnished and constructed by the Company's contractor(s) shall be included in the acquisition price. EMWD shall not be responsible for conducting any environmental, archaeological, biological, or cultural studies or any mitigation requirements that may be requested by appropriate Federal, State, and/or local agencies with respect to the Acquisition Facility. Any -4- such work shall be paid for and conducted by the Company and included in the acquisition price of the Acquisition Facility. (c) EMWD Public Works Requirements. In order that the Acquisition Facility may be properly and readily acquired by EMWD, the Company shall comply with all of the following requirements with respect to the Acquisition Facility, and the Company shall provide such proof to the EMWD as EMWD may reasonably require and at such intervals and in such form as EMWD may reasonably require, that the following requirements have been satisfied as to the Acquisition Facility: i. The Company shall prepare a bid package for review, comment and approval by the General Manager of EMWD or his designee (the "EMWD Representative"). ii. The Company shall, after obtaining at least three sealed bids for the construction of the Acquisition Facility in conformance with the procedures and requirements of EMWD, submit to EMWD written evidence of such competitive bidding procedure, including evidence of the means by which bids were solicited, a listing of all responsive bids and their amounts, and the name or names of the contractor or contractors to whom the Company proposes to award the contracts for such construction, which shall be the lowest responsible bidder. iii. The EMWD Representative shall attend the bid opening. If unable to attend the bid opening, the EMWD Representative shall approve or disapprove of a contractor or contractors, in writing, within five (5) business days after receipt from the Company of the name or names of such contractor or contractors recommended by the Company. If the EMWD Representative disapproves of any such contractor; the Company shall select the next lowest responsible bidder from the competitive bids received who is acceptable to the EMWD Representative. iv. The specifications and bid and contract documents shall require all such contractors to pay prevailing wages and to otherwise comply with applicable provisions of the Labor Code, the Government Code and the Public Contract Code relating to public works projects and as required by the procedures and standards of EMWD with respect to the construction of its public works projects. V. The Company shall submit faithful performance and payment bonds conforming in all respects to the requirements set forth in EMWD's "Standard Water and/or Sewer Facilities and Service Agreement." The following documents shall be submitted to EMWD along with the performance and payment bonds: (1) The original, or a certified copy, of the unrevoked appointment, power of attorney, bylaws, or other instrument entitling or authorizing the person who executed the bond to do so; (2) A certified copy of the certificate of authority of the insurer issued by the State of California's Insurance Commissioner; and -5- (3) Copies of the insurer's most recent annual and quarterly statements filed with the Department of Insurance. vi. The Company and its contractor and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Acquisition Facility, which they will construct in conformance with EMWD's standard procedures and requirements. EMWD's insurance requirements are set out in Section 7(n) herein. vii. The Company and all such contractors shall comply with such other requirements relating to the construction of the Acquisition Facility which EMWD may impose by written notification delivered to the Company and each such contractor at the time either prior to the receipt of bids by the Company for the construction of such Acquisition Facility or, to the extent required as a result of changes in applicable laws, during the progress of construction thereof. In accordance with Section 4(f), the Company shall be deemed the awarding body and shall be solely responsible for compliance and enforcement of the provisions of the Labor Code, Government Code, and Public Contract Code. viii. A "Change Order' is an order from the Company to a contractor authorizing a change in the work to be performed. The Company shall receive comments from the EMWD Representative prior to the Company's approval of any Change Order. The EMWD Representative shall comment on or deny the Change Order request within five (5) business days of receipt of all necessary information. EMWD's comments to a Change Order shall not be unreasonably delayed, conditioned or withheld. The Company shall not be entitled to include in the acquisition price costs associated with a Change Order that have not been approved by the EMWD Representative. (d) Inspection; Completion of Construction. EMWD shall have primary responsibility for inspecting the Acquisition Facility to assure that the work is being accomplished in accordance with the Plans. Such inspection does not include inspection for compliance with safety requirements by the Company's contractor(s). EMWD's personnel shall be granted access to each construction site at all reasonable times for the purpose of accomplishing such inspection. Upon satisfaction of EMWD's inspectors, the Company shall notify EMWD in writing that an Acquisition Facility has been completed in accordance with the Plans. Within five (5) business days of receipt of written notification from EMWD inspectors that an Acquisition Facility has been completed in accordance with the Plans, the EMWD Representative shall notify the Company in writing that such Acquisition Facility has been satisfactorily completed. Upon receiving such notification, the Company shall file a Notice of Completion with the County of Riverside Recorder's Office, pursuant to the provisions of Section 3093 of the Civil Code. The Company shall furnish to EMWD a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County of Riverside (the "County"). EMWD will in turn file a notice with the County for acceptance. (e) Liens. With respect to the Acquisition Facility, upon the earlier of (i) receipt of all applicable lien releases, or (ii) expiration of the time for the recording of claim of liens as M prescribed by Sections 3115 and 3116 of the Civil Code, the Company shall provide to EMWD such evidence or proof as EMWD shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment for the construction of the Acquisition Facility have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. (f) Acquisition; Acquisition Price; Source of Funds. The costs eligible to be included in the acquisition price of the Acquisition Facility (the "Actual Costs") shall include: i. The actual hard costs for the construction of such Acquisition Facility as established by EMWD-approved construction contracts and approved Change Orders, including costs of payment, performance and maintenance bonds and insurance costs, pursuant to this Agreement; ii. The design and engineering costs of such Acquisition Facility including, without limitation, the costs incurred in preparing the Plans. Costs for plan revisions will be considered on a case by case basis; iii. The costs of environmental evaluations and public agency permits and approvals attributable to the Acquisition Facility; iv. Costs incurred by the Company for construction management and supervision of such Acquisition Facility, not to exceed five percent (5 %) of the actual construction cost, subject to prior approval by EMWD of any construction management or supervision contract with respect to the Acquisition Facility; v. Professional costs associated with the Acquisition Facility such as engineering, inspection, construction staking, materials, testing and similar professional services; and vi. Costs approved by EMWD of acquiring from an unrelated third party any real property or interests therein required for the Acquisition Facility including, without limitation, temporary construction easements, temporary by-pass road and maintenance easements. Provided the Company has complied with the requirements of this Agreement, EMWD agrees to execute and submit to the Authority a Payment Request for payment of the acquisition price of the completed Acquisition Facility to the Company or its designee within thirty (30) days after the Company's satisfaction of the preconditions to such payment stated herein. As a condition to EMWD' s execution of the Payment Request for the acquisition price, the property ownership of the completed Acquisition Facility shall be transferred to EMWD by grant deed, bill of sale or such other documentation as EMWD may require free and clear of all taxes, liens, encumbrances, and assessments, but subject to any exceptions determined by EMWD to not interfere with the actual or intended use of the land or interest therein (including the lien of a community facilities district so long as the subject property is exempt from taxation or is otherwise not taxable by such community facilities district). Upon the transfer of property ownership of the Acquisition Facility or any portion thereof to EMWD, EMWD shall be -7- responsible for the maintenance of such Acquisition Facility or the portion transferred. Notwithstanding the foregoing, the acquisition price of an Acquisition Facility may be paid prior to transfer of property ownership and acceptance of the Acquisition Facility if it is substantially completed at the time of payment. The Acquisition Facility shall be considered "substantially complete" when it has been reasonably determined by EMWD to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Acquisition Facility. For purposes of determining the acquisition price to be paid by the CID for the acquisition of each Acquisition Facility by EMWD, the value of such Acquisition Facility shall include the construction costs specified in EMWD-approved contracts and EMWD-approved change orders conforming to this Section 4, as hereinbefore specified. EMWD approval is a condition prior to initiation of contract work. However, if EMWD reasonably determines that the additional Actual Costs are excessive and that the value of the Acquisition Facility is less than the total amount of such Actual Costs and such construction costs, the price to be paid for the acquisition of the Acquisition Facility shall be the value thereof as determined by the EMWD Engineer Representative, subject, however, to the Company's right to appeal to EMWD's Board of Directors. Upon completion of the construction of an Acquisition Facility, the Company shall deliver or cause to be delivered to EMWD a Payment Request in substantially the form of Exhibit "D," attached hereto, copies of the contract(s) with the contractor(s) who have constructed the Acquisition Facility and other relevant documentation with regard to the payments made to such contractor(s) and each of them for the construction of the Acquisition Facility, documentation evidencing payment of prevailing wages, and shall also provide to EMWD invoices and purchase orders with respect to all equipment, materials and labor purchased for the construction of the Acquisition Facility. EMWD shall require the EMWD Engineer Representative to complete its determination of the acquisition price of the Acquisition Facility as promptly as is reasonably possible. Notwithstanding the preceding prov1s10ns of this Section, the source of funds for the acquisition of the Acquisition Facility or any portion thereof shall be funds on deposit in an account within the Improvement Fund for the Bonds established for purposes of paying for the costs of Acquisition Facilities. If no such funds are available, EMWD shall not be required to acquire the Acquisition Facility from the Company. In such event, the Company shall complete the design and construction and offer to EMWD Property Ownership of such portions of the Acquisition Facility as are required to be constructed by the Company as a condition to recordation of subdivision maps for the Property, but need not construct any portion of the Acquisition Facility which it is not so required to construct. Reimbursement for these facilities would be made pursuant to the "Standard Water and/or Sewer Facilities and Service Agreement(s)" by and between EMWD and the Company. (g) Easements and/or Fee Title Property Ownership Deeds. The Company shall, at the time EMWD acquires the Acquisition Facility as provided in Section 4(f) hereof, grant or cause to be granted to EMWD, by appropriate instruments prescribed by EMWD, all easements across private property and/or fee title property ownership deeds which may be reasonably necessary for the proper operation and maintenance of such Acquisition Facility, or any part thereof. M (h) Permits. The Company shall be responsible for obtaining all necessary construction permits from the City of Temecula (the "City") covering construction and installation of the Acquisition Facility. EMWD will request the City to issue an "operate and maintain permit" to EMWD, which will become effective upon the completion of the Acquisition Facility and acceptance of property ownership therewith by EMWD. (i) Maintenance. Prior to the transfer of property ownership of an Acquisition Facility by the Company to EMWD, as provided in Section 4(f) hereof, the Company shall be responsible for the maintenance thereof and shall require its contractor(s) to repair all facilities damaged by any party, prior to acceptance by EMWD and/or make corrections determined to be necessary by EMWD's inspection personnel. 0) Inspection of Records. EMWD shall have the right to review all books and records of the Company pertaining to the costs and expenses incurred by the Company for the design and construction of the Acquisition Facility during normal business hours by making arrangements with the Company. The Company shall have the right to review all books and records of EMWD pertaining to costs and expenses incurred by EMWD for services of the EMWD Engineer Representative by making arrangements with EMWD. (k) Property Ownership of Improvements. Notwithstanding the fact that some or all of the Acquisition Facility may be constructed in dedicated street rights -of -way or on property which has been or will be dedicated to EMWD, each Acquisition Facility shall be and remain the property of the Company until acquired by EMWD as provided in this Agreement. (1) Materials and Workmanship Warranty. Upon the completion of the acquisition of an Acquisition Facility by EMWD, the performance bond related to such individual Acquisition Facility provided by the Company pursuant to Section 4(c)(v) hereof, shall be reduced by 90%, and the remaining 10% shall serve as a maintenance bond to guarantee that such Acquisition Facility will be free from defects due to faulty workmanship or materials for a period of one year. Release of performance and payment bonds is addressed in the Standard Water and/or Sewer Facilities and Service Agreement, by and between EMWD and the Company. (m) Independent Contractor. In performing this Agreement with respect to the Acquisition Facilities, the Company is an independent contractor and not the agent of EMWD, the CFD or the Authority. EMWD shall not have any responsibility for payment to any contractor, subcontractor or supplier of the Company. It is not intended by the Parties that this Agreement create a partnership or joint venture among them and this Agreement shall not otherwise be construed. (n) Insurance Requirements. Neither the Company nor its contractor shall commence work on an Acquisition Facility under this Agreement prior to obtaining all insurance required hereunder with a company or companies acceptable to EMWD, nor shall the Company's contractor allow any subcontractor to commence work on its subcontract until all insurance required of the subcontractor has been obtained. 91 The Company shall, during the life of this Agreement, notify EMWD in writing of any incident giving rise to any potential bodily injury or property damage claim and any resultant settlements, whether in conjunction with this or any other project which may affect the limits of the required coverage, as soon as is reasonable and practical. Both the Company and its contractor shall conform in every respect to the requirements set forth in the Standard Water and/or Sewer Facilities and Service Agreement, by and between EMWD and the Company. 5. Ownership of EMWD Facilities and Acquisition Facilities. The EMWD Facilities and Acquisition Facilities shall be and remain the property of EMWD. 6. Other Public Utility Facilities. EMWD shall not acquire from the Company or construct the water, electric, natural gas and telephone underground public utility improvements to be installed in the street rights -of -way within the tracts into which the Property will be subdivided. The Company shall construct all such improvements and make such arrangements with respect to refunding of the cost of the installation of such improvements with the utility companies that will own and operate same as is permitted by the rules of such companies. 7. Indemnification. The Company shall assume the defense of, indemnify and save harmless, EMWD, its directors, officers, employees and agents, and the Authority, its members, directors, officers, employees and agents, and each and every one of them from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subject or put, by reason of, or resulting from this Agreement or the issuance of the Bonds; provided, however that the Company shall not be required to indemnify any person or entity as to damages resulting from willful misconduct of such person or entity or their agents or employees. 8. Termination. The provisions of this Agreement related to the funding of the EMWD Facilities shall terminate and be of no further force or effect if Bonds are not sold by December 31, 2035. If for any reason the Bonds are not issued by such date, this Agreement shall terminate and be of no further force and effect. If not earlier terminated in accordance with the foregoing, this Agreement shall terminate on the date which is five years after the later of (i) the date on which EMWD has fully expended any Bond funds remitted to it (and any investment earning thereon) to pay costs of EMWD Facilities, or (ii) five years after the last Acquisition Facilities has been paid for with Bond Proceeds. 9. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered or seventy-two (72) hours following deposit of the same in any United States Post Office in California, registered or certified, postage prepaid, addressed as follows: -10- Authority/CFD: Temecula Public Financing Authority c/o City of Temecula 41000 Main Street Temecula, CA 92589 Attention: Director of Finance EMWD: Eastern Municipal Water District 2270 Trumble Road Post Office Box 8300 Perris, CA 92572-8300 Attention: Special Funds Division Company: SB Altair, LLC c/o Brookfield Properties 3200 Park Center Drive, Suite 1000 Costa Mesa, CA 92626 Attention: Colin Koch with a copy to: O'Neil LLP 19900 MacArthur Boulevard, Suite 1050 Irvine, CA 92612 Attention: John P. Yeager, Esq. Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party hereto. 10. No Obligation. The parties agree that the Company has no obligations hereunder until or unless the Authority issues the Bonds and allocates a portion of the proceeds of the Bonds specifically to fund the EMWD Facilities and/or Acquisition Facilities. 11. Application of the Agreement to Improvement Area No. 1 and to Property annexed to the CFD. This Agreement shall apply to the CFD, to Improvement Area No. 1 and to any property annexed to the CFD. 12. Amendment. This Agreement may be amended at any time but only in writing signed by each party hereto. 13. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the matters provided for herein and supersedes all prior agreements and negotiations between the parties with respect to the subject matter of this Agreement. 14. Exhibits. All exhibits attached hereto are incorporated into this Agreement by reference. 15. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible. -11- 16. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other parties hereto, or the failure by a party to exercise its rights upon the default of another party, shall not constitute a waiver of such party's right to insist and demand strict compliance by such other parties with the terms of this Agreement thereafter. 17. No Third Party Beneficiaries. No person or entity shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement (either express or implied) is intended to confer upon any person or entity, other than EMWD, the Authority, the CFD and the Company (and their respective successors and assigns), any rights, remedies, obligations or liabilities under or by reason of this Agreement. 18. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one instrument. -12- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. 20009.23:J19365 TEMECULA PUBLIC FINANCING AUTHORITY 0 Aaron Adams, Executive Director [signature page to CFD 23-01 - Joint Community Facilities Agreement - EMWD] S-1 EASTERN MUNICIPAL WATER DISTRICT Los General Manager [signature page to CFD 23-01 - Joint Community Facilities Agreement - EMWD] S-2 SB ALTAIR, LLC, a Delaware limited liability company By: Brookfield Temecula, LLC, a Delaware limited liability company, its Operations Manager as Name: Its: [signature page to CFD 23-01 - Joint Community Facilities Agreement - EMWD] S-3 EXHIBIT A PROPERTY DESCRIPTION Riverside County Assessor's Parcel Numbers: 940-310-015 940-310-016 940-310-044 940-310-045 940-310-046 940-310-047 940-310-048 940-310-013 940-320-001 940-320-002 940-320-003 940-320-004 940-320-005 940-320-006 940-320-007 922-210-049 A-1 EXHIBIT B DESCRIPTION OF EMWD FACILITIES "EMWD Facilities" means sewer facilities included in EMWD's sewer capacity and connection fee programs used to finance expansion projects except for those in -tract facilities that are contributed by the Company. EMWD Facilities include, but are not limited to: sewer transmission pipelines, sewer treatment plants, disposal ponds, pumping plants, lift stations, water reservoirs, including all costs of site acquisition, planning, design, engineering, legal services, materials testing, coordination, surveying, construction staking, construction, inspection and any and all appurtenant facilities relating to the foregoing. B-1 EXHIBIT C DISBURSEMENT REQUEST FORM FOR FUNDING OF EMWD FACILITIES IN LIEU OF PAYMENT OF EMWD FEES Sequence No. EMWD SA# 1. The Temecula Public Financing Authority (the "Authority") is hereby requested to pay from the Bond proceeds to Eastern Municipal Water District ("EMWD"), as Payee, the sum set forth in 3 below. 2. The undersigned certifies that the amount requested for funding of EMWD Facilities in lieu of payment of EMWD Fees, has not formed the basis of prior request or payment, and is being made with respect to the connection of the property described in Exhibit A to the Agreement described below, to the EMWD system. 3. Amount requested: $ For Lot Nos. Wire transfer instructions for remission of funds to EMWD: 4. The amount set forth in 3 above is authorized and payable pursuant to the terms of the Joint Community Facilities Agreement among the Authority, EMWD and SB Altair, LLC, dated as of January _, 2024 (the "Agreement"). By entering into Agreement and requisitioning funds that may include proceeds of bonds issued by the Authority for the CFD (the "Bonds") as described above, EMWD is not passing upon, determining or assuming the tax-exempt status of the Bonds for federal or State income tax purposes. Capitalized terms used but not defined herein have the respective meanings given to them in the Agreement. SB ALTAIR, LLC, a Delaware limited liability company By: Its: EASTERN MUNICIPAL WATER DISTRICT C-1 By: Its: c-2 N 0 `]`T WEBB O� 0 9� o �O o S VINCENT MORGAN DR.� z Mull SITE VICINITY M CHO Rp� CALRA� NIA F� �o MA P N 0 W �0 E NOT TO SCALE s ems. s LINE TABLE LINE # LENGTH DIRECTION L1 127.79' S54° 10' 10"W L2 53.39' S81 ° 15' 1 1 "W CURVE TABLE CURVE # RADIUS DELTA LENGTH C 1 488.00' 2°06' 1 1" 17.91 ' C2 261.00' 52°42'02" 240.07' C3 1266.00' 6°23'21 " 141.17' C4 1268.00' 2° 16'02" 50.18' PROPOSED BOUNDARY MAP TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) AND IMPROVEMENT AREA NO. 1 OF THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) COUNTY OF RIVERSIDE, STATE OF CALIFORNIA SECTION 11, TOWNSHIP 8 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN S42°07'53"E 155.17' 633.24, Ng2°03'11 E RIDGE PARK DRIVE 492 85, N89°33'48"E 162.03' S07°50'36"W 6.06' DISTRICT AND IMPROVEMENT AREA NO. 1 65.446± Ac. GROSS N66° 43 S2 73,37 S7 , THIS BOUNDARY MAP CORRECTLY SHOWS THE BOUNDARIES OF THE COMMUNITY FACILITIES DISTRICT. PARCEL NUMBERS ARE RIVERSIDE COUNTY ASSESSOR'S PARCEL NUMBERS. FOR DETAIL CONCERNING THE LINES AND DIMENSIONS OF LOTS OR PARCELS REFER TO THE COUNTY ASSESSOR'S MAPS FOR FISCAL YEAR 2023-2024. N88°54'59"W 80.80' S84°47'55"W 113.51'—\ S88°09'20"W(R) S81° 45' 59" W(R)C3� S83° 31' 13" W(R)C4 S85°17'32"E 122.97' 53°45'58"E 270.17' R=189.00' A= 96° 18'57" L=317.71' N89°33'48"E 234.32' R=47.00' 0= 38°04'20" L=31.23' 33°58'33"E 348.60' S45°31'03"E 17.97' S82733' 17" W(R) \-S45°31'03"E 253.95' SHEET I OF I I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING PROPOSED BOUNDARIES OF THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) AND IMPROVEMENT AREA No. 1 THEREOF, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WAS APPROVED BY THE BOARD OF DIRECTORS AT A REGULAR MEETING THEREOF, HELD ON THE ____ DAY OF 20__, BY ITS RESOLUTION N0. ______________. ----------------------------- SECRETARY OF THE BOARD OF DIRECTORS, TEMECULA PUBLIC FINANCING AUTHORITY FILED IN THE OFFICE OF THE SECRETARY OF THE BOARD OF DIRECTORS OF TEMECULA PUBLIC FINANCING AUTHORITY, CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA THIS ---- DAY OF 20__, ---------------------------------------- SECRETARY OF THE BOARD OF DIRECTORS, TEMECULA PUBLIC FINANCING AUTHORITY o� RECORDED THIS DAY OF 20__ AT THE HOUR OF O'CLOCK —.M., IN BOOK PAGE OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS IN THE OFFICE OF THE COUNTY RECORDED IN THE Cl COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. c2 FEE: DOCUMENT N0.— — — — — — — — ,11 S81° 5— — L2 1 " = 250' 250 0 250 500 750 DISTRICT AND IMPROVEMENT AREA No. 1 PETER ALDANA, ASSESSOR, COUNTY CLERK, RECORDER m LEGEND: DEPUTY PROPOSED DISTRICT AND IMPROVEMENT NO.1 BOUNDARY 940-310-013(PORTION) 940-310-015 XXX—XXX—XXX ASSESSOR'S PARCEL NUMBER 940-310-016 940-310-044 940-310-045 940-310-046 940-310-047 940-310-048 W.O.: 201801 10 I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING THE PROPOSED BOUNDARIES OF THE POTENTIAL ANNEXATION AREA OF THE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR), COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WAS APPROVED BY THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AT A REGULAR MEETING THEREOF, HELD ON THE DAY OF , 20 , BY ITS RESOLUTION NO. SECRETARY TEMECULA PUBLIC FINANCING AUTHORITY FILED IN THE OFFICE OF THE SECRETARY OF THE TEMECULA PUBLIC FINANCING AUTHORITY THIS DAY OF , 20 SECRETARY TEMECULA PUBLIC FINANCING AUTHORITY l� CFD 23-01 ANNEXATION 1 ,. VICINITY MAP / NOT TO SCAL LEGEND City of / Temecula I I u� �f Riv, erside�Co. _ San Diego Co. ANNEXATION AREA BOUNDARY BOUNDARIES - POTENTIAL ANNEXATION AREA TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 23-01 (ALTAIR) COUNTY OF RIVERSIDE, STATE OF CALIFORNIA 940-310-015 940-310-016 940-310-045 940-310-046 940-310-047 THIS ANNEXATION MAP CORRECTLY SHOWS THE BOUNDARIES OF THE ANNEXATION AREA. PARCEL NUMBERS ARE RIVERSIDE COUNTY ASSESSOR'S PARCEL NUMBERS. Webb FOR DETAILS CONCERNING THE LINES AND DIMENSIONS OF LOTS OR PARCELS MUNICIPAL FINANCE REFER TO THE COUNTY ASSESSOR'S MAPS FOR FISCAL YEAR 2023-24. 940-310-048 940-310-044 RECORDED THIS AT THE HOUR OF PAGE OF MAPS FACILITIES DISTRICTS RECORDER, IN THE CALIFORNIA. SHEET 1 OF 1 DAY OF , 20 O'CLOCK M IN BOOK OF ASSESSMENT AND COMMUNITY IN THE OFFICE OF THE COUNTY COUNTY OF RIVERSIDE, STATE OF FEE: NO.: PETER ALDANA, ASSESSOR, COUNTY CLERK, RECORDER DEPUTY NOT TO SCALE M: I GIS-AssessmentI Temecula I CFD23-01_Annexation_Boundary. mxd Item No. 14 TEMECULA PUBLIC FINANCING AUTHORITY/CITY COUNCIL AGENDA REPORT TO: Executive Director/Board of Directors City Manager/City Council Members FROM: Aaron Adams, Authority Executive Director/City Manager DATE: February 13, 2024 SUBJECT: Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) PREPARED BY: Jennifer Hennessy, City Director of Finance/Authority Treasurer RECOMMENDATION: That the City Council hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms), and that the Board of Directors and the City Council 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 COMMUNITY FACILITIES DISTRICT NO. 20-01 (HEIRLOOM FARMS), AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS BACKGROUND: In 2021, the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 20-01 (Heirloom Farms) (the "CFD") was formed by the Authority to finance various public improvements described in the proceedings for the formation of the CFD. The Authority has now received a request from Meritage Homes of California, Inc. (the "Developer") to issue special tax bonds for the CFD (the "2024 Bonds), payable from a Special Tax A levied on property in the CFD in order to provide funds to finance costs of improvements authorized to be financed by the CFD. In February of 2020, the Developer submitted to City of Temecula (the "City") a check in the amount of $75,000 (the "Deposit"), to be used by the City to pay costs of the City and the Authority in connection with the formation of the CFD and the issuance of the 2024 Bonds. Pursuant to a Deposit/Reimbursement Agreement (the "Agreement"), entered into in March of 2020 by the Developer, the City and the Authority, funds advanced by the Developer for CFD costs, including the Deposit, will be reimbursed to the Developer from proceeds of the issuance of the 2024 Bonds. The 2024 Bonds are proposed to be issued pursuant to a Fiscal Agent Agreement setting forth the various terms and provisions for the 2024 Bonds. The 2024 Bonds are expected to be offered to investors for sale pursuant to a Preliminary Official Statement, and are expected to be sold to Stifel, Nicolaus & Company, Incorporated, the underwriter for the 2024 Bonds, pursuant to a Bond Purchase Agreement, subject to parameters set forth in the Authority Resolution authorizing the issuance of the 2024 Bonds, the title of which is set forth above. Those parameters allow for the issuance of up to $14,000,000 of 2024 Bonds for the CFD. The Authority will enter into a Continuing Disclosure Agreement for the 2024 Bonds, which will require that the Authority provide certain ongoing information for the CFD on annual basis until the 2024 Bonds have been paid in full. City Staff and consultants have reviewed the documents described above and they are now in a form ready for approval by the Board of Directors so that the sale and issuance of the 2024 Bonds can occur. 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 2024 Bonds, and make a finding of significant benefit from such financing. A notice of the public hearing for the 2024 Bonds has been duly published in accordance with the requirements of the Government Code. At the time of the formation of the CFD, the Authority and the City entered into a Joint Community Facilities Agreement relating to improvements and services to be funded by the CFD, but to be owned and provided by the City, and the Authority and the Developer entered into an Acquisition Agreement (the "Acquisition Agreement") pursuant to which the Developer has agreed to construct some of the improvements authorized to be funded by the CFD; and the Authority now desires to enter into amendments to those two agreements. If the City Council holds the public hearing and adopts the City Resolution, and the Board of Directors adopts the Resolution authorizing the issuance of the 2024 Bonds, it is anticipated that the sale of the 2024 Bonds will occur late February 2024 and close mid -March 2024. SPECIFIC ACTIONS: The City Council to hold the public hearing and the City Council and Board of Directors to consider the adoption of their respective Resolutions. FISCAL IMPACT: None. The 2024 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 and amounts held under the Fiscal Agent Agreement for the 2024 Bonds. ATTACHMENTS: 1. City Council Resolution — Issuance of Bonds 2. TPFA Resolution — Issuance of Special Tax Bonds 3. Fiscal Agent Agreement 4. Preliminary Official Statement (including Continuing Disclosure Agreements as Appendix E) 5. Bond Purchase Agreement 6. First Amendment to Joint Community Facilities Agreement 7. First Amendment to Acquisition Agreement RESOLUTION NO. 2024- 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. 20-01 (Heirloom Farms) (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. The City and the Authority are parties to a Joint Community Facilities Agreement — City relating to services and improvements authorized to be provided by the City and financed by the CFD, and the City and the Authority now desire to enter into a First Amendment to Joint Community Facilities Agreement — City (the "First Amendment"). Section 7. The City Council approves the First Amendment in the form on file with the City Clerk. The City Manager is hereby authorized to execute and deliver the First Amendment in said form, with such additions thereto or changes therein as are approved by the City Manager upon consultation with the City Attorney and Bond Counsel to the Authority, the approval of such additions or changes, to be conclusively evidenced by the execution and delivery of the First Amendment by the City Manager. Section 8. This Resolution shall take effect upon adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 1 P day of February, 2024. James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 13th day of February, 2024, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk RESOLUTION NO. TPFA 2024- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 20-01 (HEIRLOOM FARMS), AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. This Board of Directors has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Law"), to form the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain public improvements (the "Facilities"), all as described in the Resolutions entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of Formation of Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms), Authorizing the Levy of a Special Tax Within the District, and Preliminarily Establishing an Appropriations Limit for the District" (the "Resolution of Formation") and "A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms)," which Resolutions were adopted by this Board of Directors on April 13, 2021. Section 2. Pursuant to the Resolutions described in Section 1, an election was held within the District on April 13, 2021 and the then qualified elector of the District approved the propositions of the incurrence of the bonded debt, the establishment of the appropriations limit and the levy of the special tax by more than two-thirds of the votes cast at said special election. Section 3. At the time of the formation of the District, the Authority and the City of Temecula (the "City") entered into a Joint Community Facilities Agreement - City, dated as of March 1, 2021 (the "City JCFA") relating to improvements and services to be funded by the District, but to be owned and provided, respectively, by the City; and the Authority and Meritage Homes of California, Inc. ("Meritage") entered into an Acquisition Agreement, dated as of February 23, 2021 (the "Acquisition Agreement") pursuant to which Meritage has agreed to construct some of the improvements authorized to be funded by the District; and the Authority now desires to enter into amendments to those two agreements. Section 4. There have been submitted to this Board of Directors for its approval an amendment to the City JCFA (the "First Amendment to Joint Community Facilities Agreement — City"), an amendment to the Acquisition Agreement (the "First Amendment to Acquisition Agreement"), a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of the Bonds (as defined in Section 8 below) and the use of the proceeds of the Bonds to finance the Facilities, as well as a Preliminary Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond purchase agreement to be used in connection with the sale of the Bonds (the "Purchase Contract") and a Continuing Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), and this Board of Directors, with the aid of City of Temecula staff, has reviewed said documents and found them to be in proper order. Section 5. On April 24, 2001, the Board of Directors adopted Resolution No. TPFA 01- 02 approving local goals and policies for community facilities districts (the "Goals and Policies") and the proposed 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 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 Bonds and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law. Section 8. Pursuant to the Law, this Resolution and the Fiscal Agent Agreement, special tax bonds of the Temecula Public Financing Authority (the "Authority") for the District in an aggregate principal amount not to exceed $14,000,000 are hereby authorized to be issued, such bonds to be designated the "Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds" (the "Bonds"). The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. The Board of Directors hereby finds and determines that (a) the Bonds satisfy the requirements of Section 53345.8(a) of the Law in that the appraised value of the real property in the District is more than three times the principal amount of the 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 Bonds, when issued, will be in compliance with the applicable requirements of the Goals and Policies; and (c) the District and the Bonds are consistent with the requirements set forth in Section VIII E. of the City of Temecula's Budget and Fiscal Policies as contained in the City's Fiscal Year 2023-24 Annual Operating Budget. The Board of Directors further finds that the sale of the Bonds at negotiated sale as contemplated by the Purchase Contract will result in a lower overall cost. Section 9. The Fiscal Agent Agreement with respect to the Bonds, 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 to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Designated Officer executing the 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 Fiscal Agent Agreement by a Designated Officer. The Secretary is hereby authorized to countersign the Fiscal Agent Agreement. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner N of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. Section 10. 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 Designated Officers, each acting alone, are hereby authorized to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract; provided that the aggregate principal amount of the Bonds sold thereby is not in excess of $14,000,000, the true interest cost of the Bonds is not in excess of 6.50% and the Underwriter's discount is not in excess of 1.50% of the aggregate principal amount of the Bonds. The Designated Officers, each acting alone, are hereby authorized 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 the Purchase Contract 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. The Secretary does not need to countersign the Purchase Contract. Section 11. The Preliminary Official Statement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Designated Officers are hereby authorized, 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 Authority's General Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. The 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 each Designated Officer is authorized to so deem such statements final. Section 12. The Continuing Disclosure Agreement related to the Bonds, in the form appended as Appendix E to the Preliminary Official Statement, is hereby approved. The Designated Officers, each acting alone, are hereby authorized, 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. The Secretary does not need to countersign the Continuing Disclosure Agreement. 3 Section 13. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 14. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent (as defined in the Fiscal Agent Agreement) is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by a Designated Officer, which instructions each Designated Officer acting alone is hereby authorized, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price therefor. Section 15. The First Amendment to Joint Community Facilities Agreement — City, between the City and the Authority and the First Amendment to Acquisition Agreement between the Authority and Meritage, in the respective forms presented to the Board of Directors at this meeting, are hereby approved. The Designated Officers, each acting alone, are hereby authorized to execute and deliver the First Amendment to Joint Community Facilities Agreement — City and the First Amendment to Acquisition Agreement in said forms, with such additions thereto or changes therein as are approved by the Designated Officer executing the documents 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 documents by a Designated Officer. Section 16. The firm of Webb Municipal Finance, LLC is hereby designated as special tax consultant to the Authority for the Bonds and the law firm of Quint & Thimmig LLP is hereby confirmed as Bond Counsel and Disclosure Counsel to the Authority for the Bonds. The Executive Director is hereby authorized to execute an agreement with Webb Municipal Finance, LLC, and an addendum to the Agreement for Bond Counsel and Disclosure Counsel Services, dated March 10, 2020, with Quint & Thimmig LLP, in each case for their services in connection with the Bonds, each in a form acceptable to the Authority's General Counsel. Section 17. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority (including the Designated Officers and the Secretary) 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 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. 4 Section 18. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 13th day of February, 2024. James Stewart, Chair ATTEST: Randi Johl, Secretary [SEAL] 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 2024- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 13th day of February, 2024, 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 Bonds: 5.06% (B) Finance Charges: $497,980 (C) Net Proceeds to be Received: $11,118,573 (net of Finance Charges, reserves or capitalized interest) (D) Total Payment Amount through Maturity (sum of all Bond debt service): $26,177,725 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 23, 2024. The principal amount of the Bonds, the true interest cost of the 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 Bonds being different than the date used for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual principal amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates on the Bonds at the time of sale of the 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 Bonds and the actual principal amount of the Bonds sold will be determined based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates on the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the principal of the 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 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, 2024 relating to: Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds 11/30/23 12/27/23 1/15/24 1/23/24 1/25/24 20009.25:J19412 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 2024 Bonds..............................................................................................................................13 Section2.03. Redemption...................................................................................................................................................14 Section2.04. Form of Bonds...............................................................................................................................................18 Section2.05. Execution of Bonds.......................................................................................................................................18 Section2.06. Transfer of Bonds.........................................................................................................................................18 Section2.07. Exchange of Bonds.......................................................................................................................................19 Section2.08. Bond Register................................................................................................................................................19 Section2.09. Temporary Bonds.........................................................................................................................................19 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen............................................................................................. 20 Section2.11. Limited Obligation....................................................................................................................................... 20 Section2.12. No Acceleration............................................................................................................................................ 20 Section2.13. Book -Entry System....................................................................................................................................... 20 Section 2.14. Issuance of Parity Bonds............................................................................................................................. 22 ARTICLE III ISSUANCE OF 2024 BONDS Section 3.01. Issuance and Delivery of 2024 Bonds........................................................................................................ 24 Section 3.02. Pledge of Special Tax Revenues................................................................................................................. 24 Section3.03. Validity of Bonds.......................................................................................................................................... 24 ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. Application of Proceeds of Sale of 2024 Bonds and Other Moneys ....................................................... 25 Section4.02. Improvement Fund...................................................................................................................................... 25 Section4.03. Costs of Issuance Fund................................................................................................................................ 27 Section4.04. Reserve Fund................................................................................................................................................ 28 Section4.05. Bond Fund..................................................................................................................................................... 29 Section4.06. Special Tax Fund.......................................................................................................................................... 31 Section 4.07. Administrative Expense Fund.................................................................................................................... 33 Section 4.08. Delinquency Maintenance Fund................................................................................................................ 33 ARTICLE V OTHER COVENANTS OF THE AUTHORITY Section5.01. Punctual Payment........................................................................................................................................ 35 Section5.02. Limited Obligation....................................................................................................................................... 35 Section 5.03. Extension of Time for Payment.................................................................................................................. 35 Section 5.04. Against Encumbrances................................................................................................................................ 35 Section5.05. Books and Records....................................................................................................................................... 35 Section 5.06. Protection of Security and Rights of Owners............................................................................................ 35 Section5.07. Compliance with Act................................................................................................................................... 36 Section 5.08. Collection of Special Tax Revenues........................................................................................................... 36 Section 5.09. Covenant to Foreclose.................................................................................................................................. 37 Section 5.10. Further Assurances...................................................................................................................................... 37 Section 5.11. Private Activity Bond Limitations.............................................................................................................. 38 Section 5.12. Federal Guarantee Prohibition................................................................................................................... 38 Section 5.13. Rebate Requirement..................................................................................................................................... 38 Section5.14. No Arbitrage................................................................................................................................................. 38 mo Section 5.15. Yield of the 2024 Bonds............................................................................................................................... 38 Section 5.16. Maintenance of Tax-Exemption.................................................................................................................. 39 Section 5.17. Continuing Disclosure to Owners.............................................................................................................. 39 Section 5.18. Reduction of Special Taxes.......................................................................................................................... 39 Section 5.19. Limits on Special Tax Waivers and Bond Tenders................................................................................... 39 Section5.20. No Additional Bonds................................................................................................................................... 39 Section 5.21. Authority Bid at Foreclosure Sale.............................................................................................................. 39 ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Section 6.01. Deposit and Investment of Moneys in Funds........................................................................................... 40 Section6.02. Limited Obligation....................................................................................................................................... 41 Section 6.03. Liability of Authority................................................................................................................................... 41 Section 6.04. Employment of Agents by Authority ........................................................................................................ 42 ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent...................................................................................................................... 43 Section 7.02. Liability of Fiscal Agent............................................................................................................................... 44 Section7.03. Information................................................................................................................................................... 46 Section 7.04. Notice to Fiscal Agent.................................................................................................................................. 46 Section 7.05. Compensation, Indemnification................................................................................................................. 46 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted.............................................................................................................................. 48 Section8.02. Owners' Meetings........................................................................................................................................ 49 Section 8.03. Procedure for Amendment with Written Consent of Owners............................................................... 49 Section8.04. Disqualified Bonds....................................................................................................................................... 49 Section 8.05. Effect of Supplemental Agreement............................................................................................................ 50 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments..................................................... 50 Section 8.07. Amendatory Endorsement of Bonds......................................................................................................... 50 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties................................................................................................. 51 Section 9.02. Successor is Deemed Included in All References to Predecessor........................................................... 51 Section 9.03. Discharge of Agreement.............................................................................................................................. 51 Section 9.04. Execution of Documents and Proof of Ownership by Owners.............................................................. 52 Section 9.05. Waiver of Personal Liability ....................................................................................................................... 52 Section 9.06. Notices to and Demands on Authority and Fiscal Agent....................................................................... 52 Section 9.07. State Reporting Requirements.................................................................................................................... 53 Section9.08. Partial Invalidity ........................................................................................................................................... 54 Section9.09. Unclaimed Moneys...................................................................................................................................... 54 Section9.10. Applicable Law............................................................................................................................................. 55 Section9.11. Conflict with Act.......................................................................................................................................... 55 Section 9.12. Conclusive Evidence of Regularity ............................................................................................................ 55 Section 9.13. Payment on Business Day........................................................................................................................... 55 Section9.14. Counterparts................................................................................................................................................. 55 Section 9.15. Electronic Transactions................................................................................................................................ 55 EXHIBIT A - FORM OF 2024 BOND FISCAL AGENT AGREEMENT Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of March 1, 2024, 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. 20-01 (Heirloom Farms) (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 2021-03 of the Board of Directors of the Authority adopted on April 13, 2021 (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 February 13, 2024 the Board of Directors of the Authority adopted its Resolution No. TPFA 2024- (the "Resolution"), which resolution authorized the issuance and sale of the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds (the "2024 Bonds") in an aggregate principal amount of not to exceed $17,000,000, and authorized the execution of this Agreement; 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 2024 Bonds that the Authority enter into this Agreement to provide for the issuance of the 2024 Bonds, the disbursement of proceeds of the 2024 Bonds, the disposition of the special taxes securing the 2024 Bonds and the administration and payment of the 2024 Bonds; and WHEREAS, the Authority has determined that all things necessary to cause the 2024 Bonds, when executed by the Authority for and on behalf of the District and issued as in the Act, the Resolution and this Agreement provided, to be legal, valid and binding and special obligations of the Authority for and on behalf of the District in accordance with their terms, and -1- all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the 2024 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 the Resolution. 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. "Acquisition Account" means the account by that name established by Section 4.02(A) within the Improvement Fund. "Acquisition Agreement" means the Acquisition Agreement, dated as of February 23, 2021, between the Authority and the Developer, as originally executed and as it may be amended from time to time in accordance with its terms. "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 -3- rebated to the federal 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 Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant to Section 2.03(A)(ii)). "Auditor" means the auditor/controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authority" 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 $5,000 and integral multiples thereof. "Authorized Officer" means the Chair, 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 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 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, except that the first Bond Year shall begin on the Closing Date and end on September 1, 2024. "Bonds" means the 2024 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. "Capitalized Interest Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof. "City" means the City of Temecula, California. "City Account" means the account by that name established by Section 4.02(A) within the Improvement Fund. "Closing Date" means March _, 2024, being the date upon which there is a physical delivery of the 2024 Bonds in exchange for the amount representing the purchase price of the 2024 Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2024 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2024 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement pertaining to the 2024 Bonds, dated as of March 1, 2024, between the Authority and Webb Municipal Finance, LLC as dissemination agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the Authority or the City and related to the authorization, sale and issuance of the 2024 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, fees and expenses of Fiscal Agent's counsel, expenses incurred by the City or the Authority in connection with the -5- issuance of the 2024 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 2024 Bonds, and other costs, charges and fees in connection with the foregoing. hereof. "Costs of Issuance Fund" means the fund by that name established by Section 4.03(A) "County" means the County of Riverside, California. "DMF Requirement" means an amount equal to $200,000.00. "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 (including principal payable by reason of Section 2.03(A)(ii)) on the Bonds and the scheduled amount of interest and amortization of principal payable on any Parity Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Delinquency Maintenance Fund" means the fund established and administered under Section 4.08 hereof. "Depositor if means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.13. "Developer" means Meritage Homes of California, Inc. "District" means the Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms), formed by the Authority under the Act and the Resolution of Formation. "EMWD" means the Eastern Municipal Water District. "EMWD Account" means the account by that name established by Section 4.02(A) within the Improvement Fund. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arms 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 arms 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: 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. "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. "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. "Interest Payment Dates" means March 1 and September 1 of each year, commencing September 1, 2024. -7- "Joint Community Facilities Agreement - EMWD" means the Joint Community Facilities Agreement - EMWD, dated as of March 17, 2021, among the Authority, EMWD and the Developer. "Joint Community Facilities Agreement - School District" means the Joint Community Facilities Agreement - School District, dated as of March 16, 2021, among the Authority, the School District and the Developer. "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. "Mood" 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 Purchaser" means Stifel, Nicolaus & Company, Incorporated, the first purchaser of the 2024 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- H 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 its equivalent) or better by S&P or Moody's. (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 institutions 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 0 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 institutions 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 Section 9.06, except for the purpose of maintenance of the Bond Register 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. hereof. "Reserve Fund" means the fund by that name established pursuant to Section 4.04(A) -10- "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 principal amount of the Outstanding Bonds. The Reserve Requirement as of the Closing Date is $ "Resolution" means Resolution No. TPFA 2024- adopted by the Board of Directors of the Authority on February 13, 2024. "Resolution of Formation" means Resolution No. TPFA 2021-03, adopted by the Board of Directors of the Authority on April 13, 2021. "S&P" means S&P Global Ratings, and any successor thereto. "School District" means the Temecula Valley Unified School District. "School District Account" means the account by that name established by Section 4.02(A) within the Improvement Fund. "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 Officers 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 C" 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 -11- 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. "S]pecial 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. Special Tax B and Special Tax C are not included in "Special Taxes" for purposes of 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. "2024 Bonds" means the Bonds so designated and authorized to be issued under Section 2.01 hereof. -12- ARTICLE II THE BONDS Section 2.01. Principal Amount; Designation. 2024 Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) are authorized to be issued by the Authority for and on behalf of the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The 2024 Bonds are hereby designated as the "Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds." Section 2.02. Terms of the 2024 Bonds. (A) Form; Denominations. The 2024 Bonds shall be issued in fully registered form without coupons in Authorized Denominations. The 2024 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. (B) Date of 2024 Bonds. The 2024 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the 2024 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2024 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 2024 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 2024 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 11 Principal Amount Interest Rate (E) Interest. The 2024 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2024 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 -13- first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2024 Bond, interest is in default thereon, such 2024 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. Interest on the 2024 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 2024 Bonds and any premium on the 2024 Bonds are payable by check in lawful money of the United States of America upon surrender of the 2024 Bonds at the Principal Office of the Fiscal Agent. All 2024 Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2024 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 2024 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 2024 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. (ii) Mandatory Sinking Payment Redemption. The 2024 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: -14- Redemption Date (September 11 Sinking Payments The 2024 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 Payments The 2024 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 2024 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: -15- Redemption Date (September 11 Sinking Payments The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level debt service on the 2024 Bonds, as a result of any prior partial redemption of the 2024 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 2024 Bonds in whole, or in part in an amount equal to $5,000 or any integral multiple thereof, on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(D), by lot within a maturity and allocated among maturities of the 2024 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 2024 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, to and including March 1, % September 1, and March 1, September 1, and March 1, September 1, and any Interest Payment Date thereafter (B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its intention to redeem 2024 Bonds pursuant to subsection (A)(i) or (A)(iii) not less than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as the Fiscal Agent shall allow. Notwithstanding the foregoing, no notice need be given by the Authority to the Fiscal Agent in connection with a redemption of the Bonds pursuant to Section (A)(ii) by reason of mandatory sinking payments. (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 2024 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2024 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 in no event may 2024 Bonds be purchased at a -16- 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 2024 Bonds were to be redeemed in accordance with this Agreement. (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 2024 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 2024 Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2024 Bonds are to be called for redemption, shall designate the CUSIP numbers and, if applicable, Bond numbers of the 2024 Bonds to be redeemed by giving the individual CUSIP number and, if applicable, Bond number of each 2024 Bond to be redeemed or if Bond numbers have been assigned by the Fiscal Agent to the 2024 Bonds shall state that all 2024 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2024 Bonds of one or more maturities have been called for redemption, shall state as to any 2024 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2024 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 2024 Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any redemption of the 2024 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 2024 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 2024 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 2024 Bonds to be redeemed, the Fiscal Agent shall send written notice to the owners of the 2024 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 2024 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 2024 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the 2024 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 2024 Bonds (other than a redemption pursuant to Section 2.03(A)(ii)), the Fiscal Agent shall select the 2024 Bonds to be redeemed, from all 2024 Bonds or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Treasurer -17- (who shall specify 2024 Bonds to be redeemed so as to maintain substantially level debt service on the Bonds), and by lot within a maturity in any manner which the Fiscal Agent deems appropriate. Upon surrender of 2024 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 2024 Bond or 2024 Bonds, of the same series and maturity, of Authorized Denominations in aggregate principal amount equal to the unredeemed portion of the 2024 Bond or 2024 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, the 2024 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2024 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 2024 Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution 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 its Chair and Secretary. 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. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication 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, for like aggregate principal amount of the same series and maturity 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 principal amount 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, amount, rate of interest and last known Owner of each Bond and shall at all times be open to inspection by the Authority during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, 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 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 -19- Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under 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 tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall 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 tenor and principal amount 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 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-Entryystem. DTC shall act as the initial Depository for the 2024 Bonds. One 2024 Bond for each maturity of the 2024 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 2024 Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. -20- 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 such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the 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 -21- Authority determines that it is in the best interest of the Beneficial Owners of the 2024 Bonds that they be able to obtain certificated 2024 Bonds, the 2024 Bonds shall no longer be restricted to being registered in 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 2024 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 2024 Bonds authorized under Section 2.01 hereof, by means of a Supplemental Agreement and without the consent of any Bondowners, upon compliance with the provisions of this Section 2.14. 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 thereof shall be payable on September 1 in any year in which principal is payable (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) 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 Officers Certificate, the Authorized Officer that executes the same may conclusively rely upon such certificates of the Fiscal Agent, the Tax -22- Consultant and others selected with due care, without the need for independent inquiry or certification. Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement. -23- ARTICLE III ISSUANCE OF 2024 BONDS Section 3.01. Issuance and Delivery of 2024 Bonds. At any time after the execution of this Agreement, the Authority may issue the 2024 Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver the 2024 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 2024 Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance from the proceeds of the 2024 Bonds, to authorize withdrawals from the accounts within the Improvement Fund, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2024 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 and the Delinquency Maintenance 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 accounts within 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. Special Tax B and Special Tax C 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 Proceeds of Sale of 2024 Bonds and Other Moneys. The proceeds of the purchase of the 2024 Bonds by the Original Purchaser (being $ ) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (A) deposit $ in the Costs of Issuance Fund; (B) deposit $ in the Reserve Fund (being an amount equal to the initial Reserve Requirement); (C) deposit $ Fund; (D) deposit $. Fund; in the Acquisition Account within the Improvement in the City Account within the Improvement Fund; (E) deposit $2,397,576.50 in the EMWD Account within the Improvement Fund; (F) deposit $4,741,039.99 in the School District Account within the Improvement (G) deposit $ in the Delinquency Maintenance Fund; and (H) deposit $ in the Capitalized Interest Fund. 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. 20-01 (Heirloom Farms) 2024 Improvement Fund (the "Improvement Fund"), and within the Improvement Fund a City Account, an EMWD Account, a School District Account and an Acquisition Account. Deposits shall be made to the accounts within the Improvement Fund as required by Sections 4.01(C), (D), (E), (F), Section 4.03(B), clause (iv) of the second paragraph of Section 4.06(A) and Section 4.08(C) and (E). Moneys in the accounts within 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 Acquisition 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 -25- disbursement is to be made (which shall be for amounts owed by the Authority under the Acquisition Agreement in respect of Project costs, or otherwise to pay Project costs incurred by any other entity that constructs portions of the Project), 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 Acquisition Account of the Improvement Fund, the Fiscal Agent shall use amounts deposited thereto pursuant to Section 4.01(C) and any proceeds of any Parity Bonds deposited thereto, and any investment earnings on such amounts, before using any amounts deposited to the Acquisition Account of the Improvement Fund pursuant to clause (iv) of the second paragraph of Section 4.06(A) and any investment earnings thereon. Disbursements from the City Account of the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for payment of a Project cost or to reimburse expenditures of the Authority, the City or any other party for Project costs previously paid), that the disbursement is a proper expenditure from the City Account of the Improvement Fund, and the person to which the disbursement is to be paid; and (ii) 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. Disbursements from the EMWD Account of the Improvement Fund shall be made by the Fiscal Agent upon receipt of a certificate executed by the Developer and EMWD in the form of Exhibit C to the Joint Community Facilities Agreement - EMWD which shall set forth the amount required to be disbursed. Disbursements from the School District Account of the Improvement Fund shall be made by the Fiscal Agent upon receipt of a certificate executed by the Developer and the School District in the form of Exhibit C to the Joint Community Facilities Agreement - the School District which shall set forth the amount required to be disbursed. 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 accounts within 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 City Account and the Acquisition Account of the Improvement Fund shall be retained in those accounts of the Improvement Fund, respectively, to be used for the purposes of the respective account. Interest earnings and profits from the investment and deposit of amounts in the EMWD Account and the School District Account of the Improvement Fund shall be transferred on each Interest Payment Date or on any other date upon receipt by the Fiscal Agent of an Officer's Certificate requesting such transfers to the City Account of the Improvement Fund to be used for the purposes of the City Account of the Improvement Fund. -26- (D) Closing of Accounts in the Improvement Fund. On the earlier of (i) the date of receipt by the Fiscal Agent of an Officer's Certificate to the effect that the Developer has notified the Authority in writing that no further disbursements will be made from the EMWD Account, or (ii) March 1, 2027, the Fiscal Agent shall transfer all amounts then on deposit in the EMWD Account to the Acquisition Account to be used for the purposes of such account, or, if the Acquisition Account has theretofore been closed, to the Bond Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and following such transfer the EMWD Account shall be closed. On the earlier of (i) the date of receipt by the Fiscal Agent of an Officer's Certificate to the effect that the Developer has notified the Authority in writing that no further disbursements will be made from the School District Account, or (ii) March 1, 2027, the Fiscal Agent shall transfer all amounts then on deposit in the School District Account to the Acquisition Account to be used for the purposes of such account, or, if the Acquisition Account has theretofore been closed, to the Bond Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and following such transfer the School District Account shall be closed. Upon receipt by the Fiscal Agent of an Officer's Certificate to the effect that all improvements to be funded from the City Account have been completed or that no further withdrawals will be made from the City Account, any amounts remaining on deposit in the City Account shall be transferred by the Fiscal Agent to the Acquisition Account, or, if the Acquisition Account has theretofore been closed, 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 Acquisition Account the Acquisition Account shall be closed. Upon the filing of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are not required to be paid from the Acquisition Account, the Fiscal Agent shall transfer the amount, if any, remaining in the Acquisition Account 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 Acquisition Account the Acquisition Account 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. 20-01 (Heirloom Farms) 2024 Costs of Issuance Fund (the "Costs of Issuance Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A). 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 -27- any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the date of delivery of the 2024 Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Acquisition Account of the Improvement 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. 20- 01 (Heirloom Farms) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit shall be made as required by Section 4.01(B) equal to the Reserve Requirement as of the Closing Date for the 2024 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 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, the 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, 2024, 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 interest 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 the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the amount in the Reserve Fund to the 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. 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, Capitalized Interest Account and Special Tax Prepayments 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. 20-01 (Heirloom Farms) 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 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(F). -29- Moneys in the Bond Fund and the account 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 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 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 (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 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 (i) from the Delinquency Maintenance Fund to the extent of any funds therein, and then (ii) 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 Delinquency Maintenance Fund or 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 Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal 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 -30- September 1, 2024. 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. 20-01 (Heirloom Farms) 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 in the Special Tax Fund amounts to be transferred thereto pursuant to 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, $30,000.00), 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, so long as the Delinquency Maintenance Fund has not theretofore been closed pursuant to Section 4.08(E), to the Delinquency Maintenance Fund to the extent needed to increase the amount then on deposit in the Delinquency Maintenance Fund up to the DMF 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; fourth, 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, and fifth, 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 -31- 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 Acquisition Account of the Improvement Fund so long as the Acquisition Account of the Improvement Fund has not theretofore been closed pursuant to Section 4.02(D), and if the Acquisition Account of the Improvement Fund has been closed, then such amount shall be retained by the Authority to be used to pay Project costs. In addition to the foregoing, in the event that the Authority receives proceeds of Special Tax levies that constitute amounts that are not Special Tax Revenues (because they constitute penalties and/or interest excluded from the definition of Special Tax Revenues in Section 1.03), if the amount then on deposit in the Delinquency Maintenance Fund is not an amount equal to the DMF Requirement, the Authority shall remit such amounts to the Fiscal Agent, for deposit by the Fiscal Agent in the Delinquency Maintenance Fund, until the amount in the Delinquency Maintenance Fund is at least equal to the then DMF Requirement. 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 accounts within 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 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 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. -32- 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. 20-01 (Heirloom Farms) 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. Section 4.08. Delinquency Maintenance Fund. (A) Establishment of Delinquency Maintenance 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. 20-01 (Heirloom Farms) Delinquency Maintenance Fund," to the credit of which a deposit shall be made as required by Section 4.01(G), which is equal to the initial DMF Requirement., Deposits also shall be made to the Delinquency Maintenance Fund as provided in subclause second of clause (ii) of the second paragraph of Section 4.06(A) and the third paragraph of Section 4.06(A). Moneys in the Delinquency Maintenance Fund shall be held therein by the Fiscal Agent for the benefit of the Owners of the Bonds and the Authority, and shall be subject to a lien in favor of the Owners of the Bonds and the Authority. (B) Transfer Due to Deficiency in Bond Fund. Whenever the amount in the Bond Fund is insufficient to pay the principal of, premium, if any, and interest on the Bonds on any Interest Payment Date due to a deficiency in the Bond Fund, the Fiscal Agent shall transfer the amount -33- so needed from the Delinquency Maintenance Fund to the Bond Fund as specified in Section 4.05(B) (i). (C) Withdrawal of Excess Over DMF Requirement. On any date, upon the receipt by the Fiscal Agent of an Officer's Certificate requesting the same, the Fiscal Agent shall transfer the amount specified in such Officer's Certificate from the Delinquency Maintenance Fund to the Acquisition Account of the Improvement Fund so long as the amount to remain in the Delinquency Maintenance Fund following such withdrawal is at least equal to the DMF Requirement. (D) Investment. Moneys in the Delinquency Maintenance 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 Delinquency Maintenance Fund to be used for the purposes of such fund. (E) Closing of Fund. At such time as an Authorized Officer files a certificate with the Fiscal Agent to the effect that (i) all of the 321 homes in the District have been sold to individual homebuyers, and (ii) the Special Tax delinquency rate as of the most recent June 30 is not greater than five percent (5%), the Fiscal Agent shall transfer all amounts then in the Delinquency Maintenance Fund to the Acquisition Account of the Improvement Fund, and the Delinquency Maintenance Fund shall be closed. -34- 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 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 and the Delinquency Maintenance 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 any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Authority, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.04. 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 principal amount of the Bonds then Outstanding, 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. -35- Section 5.07. Compliance with Act. The Authority will comply with all applicable provisions of the Act and law in administering the District; provided that the Authority shall have no obligation to advance any of its own funds for any purpose whatsoever under this Agreement or otherwise with respect to the Bonds. 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. 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 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. -36- 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: (A) Individual Delinquencies. If, as of any June 15, the Treasurer determines that any single parcel subject to the Special Tax A 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 Tax A (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. -37- Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the proceeds of the 2024 Bonds are not so used as to cause the 2024 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 2024 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 2024 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 obligations under this Section 5.13. The Treasurer shall take note of any investment of monies hereunder in excess of the yield on the 2024 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 2024 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 2024 Bonds would have caused the 2024 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. Section 5.15. Yield of the 2024 Bonds. In determining the yield of the 2024 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, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or 2024 Bonds redeemed. Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the 2024 Bonds from the gross income of the Owners of the 2024 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 2024 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 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 holder or Beneficial Owner (as defined in Section 2.13) of the 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 on Developed Property (as defined in the Rate and Method of Apportionment of Special Taxes) 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 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. -39- 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 -40- 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 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 Obligation. 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. -41- 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. 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. -42- 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. The permissive rights of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and, with respect to such permissive rights, the Fiscal Agent shall not be answerable for other than its negligence or willful misconduct. 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. -43- 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. 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 -44- 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. 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. Whether or not herein expressly provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Fiscal Agent shall be subject to the provisions of this Section 7.02, and extend to the directors, officers and employees of the Fiscal Agent. The Fiscal Agent shall not be required to give any bonds or surety in respect of the execution of the duties created hereby or the powers granted hereunder. The Fiscal Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Fiscal Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Fiscal Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Fiscal Agent in its discretion elects to act upon such instructions, the Fiscal Agent's reasonable understanding of such instructions shall be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Fiscal Agent, including without limitation the risk of interception and misuse by third parties. -45- The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay ("unavoidable delay') in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of god or of the public enemy or terrorists, acts of a government, fires, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent. 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 accounts within 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 principal amount of the Bonds 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 -46- 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 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. -47- 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 principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the 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 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 Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed. 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 -49- 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 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. -50- 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 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, interest 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, interest 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 -51- 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. 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: -52- 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): U.S. Bank Trust Company, National Association 633 W. Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: Temecula CFD 20-01 (Heirloom Farms) 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, beginning with the October 30, 2024, and in each calendar year thereafter until the October 30 following the final maturity of the Series 2023 Bonds, the Treasurer shall cause the information required by California 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. No later than January 31 of each calendar year, the City 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. Additionally, no later than January 31 of each calendar year, the City 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. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on 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. -53- (C) S]pecial Tax Reporting. The Treasurer shall file a report with the Authority no later than January 1, 2025, 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) 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 and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by -54- 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, and interest 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 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. Electronic Transactions. The transactions described in this Agreement may be conducted and the related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. -55- IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be executed all as of March 1, 2024. Attest: TEMECULA PUBLIC FINANCING AUTHORITY, for and on behalf of TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.20-01 (HEIRLOOM FARMS) 0 Randi Johl, Secretary Aaron Adams, Executive Director [Signature page to Fiscal Agent Agreement - CFD 20-01 (Heirloom Farms)] 20009.25:J19412 S-1 U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent 5-3 Authorized Officer [Signature page to Fiscal Agent Agreement - CFD 20-01 (Heirloom Farms)] 20009.25:J19412 S-2 No. EXHIBIT A f��] Diu C�T�►�:7►•[�i:��7►i7 UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.20-01 (HEIRLOOM FARMS) 2024 SPECIAL TAX BOND INTEREST RATE MATURITY DATE BOND DATE CUSIP September 1, March _, 2024 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. 20-01 (Heirloom Farms) (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 certain of 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, 2024, 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. A-1 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 13, 2024 (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 first series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) 2024 Special Tax Bonds" (the "Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Fiscal Agent Agreement, dated as of March 1, 2024, 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. 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 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 A authorized under the Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. The Authority is also authorized to levy a Special Tax B and a Special Tax C on property in the District, which Special Tax B and Special Tax C are not pledged, and will not be used, to pay the debt service on the Bonds. 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 A-2 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 11 Sinking Pam 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 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 1U Sinking Payments A-3 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 11 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, to and including March 1, % September 1, and March 1, September 1, and March 1, September 1, and any Interest Payment 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 A-4 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. 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 its Chair and countersigned by the facsimile signature of its Secretary. ATTEST: TEMECULA PUBLIC FINANCING AUTHORITY James Stewart, Chair Randi Johl, 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 2024. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent Authorized Signatory :.. 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 PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 2024 NEW ISSUE - BOOK ENTRY ONLY NOT RATED w In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications -a described in this Official Statement, under existing law, interest on the 2024 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 federal alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended. However, interest on the 2024 Bonds may m > N affect the corporate alternative minimum tax for certain corporations. In the further opinion of Bond Counsel, interest on the o -a '0 2024 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS." -0 o•, 3 L 0 $12,470,000* 0 c o TEMECULA PUBLIC FINANCING AUTHORITY o COMMUNITY FACILITIES DISTRICT NO.20-01 o — (HEIRLOOM FARMS) E � 0 2024 SPECIAL TAX BONDS i U_ 7 O Q) N Dated: Date of Issuance Due: September 1, as shown on inside cover 0�00 o The Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority m Community Facilities District No. 20-01 (Heirloom Farms) (the "District'), is issuing the above -captioned 2024 Special Tax Bonds o o (the "2024 Bonds") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. o of the California Government Code) (the "Act'), and a Fiscal Agent Agreement, dated as of March 1, 2024 (the "Fiscal Agent E o Z6 Agreement'), by and between the Authority, for and on behalf of the District, and U.S. Bank Trust Company, National c c Association, as fiscal agent (the "Fiscal Agent'). 0 6 The 2024 Bonds are payable from the proceeds of an annual Special Tax A (as defined in the Fiscal Agent Agreement) being o levied on property located within the District and from certain funds pledged under the Fiscal Agent Agreement. The Special 0.2 Tax A is being levied according to a rate and method of apportionment of Special Taxes. See "SECURITY FOR THE 2024 is BONDS —Special Taxes" and Appendix B - 'Rate and Method." � c � E Interest on the 2024 Bonds is payable on March 1 and September 1 of each year, commencing on September 1, 2024. The 2024 Ew° o Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of a U) The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2024 Bonds. o m ° Individual purchases of the 2024 Bonds will be made in book -entry form only. See "THE 2024 BONDS —General Provisions" E .0 o. m � 3 and Appendix G - "DTC and the Book -Entry Only System." 00 3 o c The 2024 Bonds are subject to redemption prior to maturity. See "THE 2024 BONDS —Redemption." c =3 n E s The Authority may issue additional bonds for the District that would be secured by a lien on the Special Tax Revenues (as o2 -a defined in the Fiscal Agent Agreement) and by funds pledged under the Fiscal Agent Agreement for the payment of the 2024 oa o Bonds on a parity with the 2024 Bonds, but any such parity bonds must be Refunding Bonds, as defined in the Fiscal Agent " r 3 Agreement. See "SECURITY FOR THE 2024 BONDS —Issuance of Additional Bonds." U ... O N — N i NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF o ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2024 BONDS. EXCEPT FOR THE SPECIAL o TAX A, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2024 BONDS. THE 2024 BONDS ARE NEITHER c m :9 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 PROCEEDS OF 0. SPECIAL TAX A AND CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. o 0 c F t This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to oo � obtain information essential to the making of an informed investment decision with respect to the 2024 Bonds. See the section of o this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of certain risk factors that should be considered, in E 3 addition to the other matters discussed herein, in considering the investment quality of the 2024 Bonds. E o o ` MATURITY SCHEDULE cCoc o 5 o (see inside cover) O U NThe 2024 Bonds are offered when, as and if issued by the Authority for the District, subject to approval as to their legality by o .? Quint & Thimmig LLP, Larkspur, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to m -'- the 2024 Bonds will be passed upon for the Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, E _0 m California, in its capacity as general counsel to the Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as mw Disclosure Counsel to the Authority. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & o Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2024 Bonds in definitive form will be E � available for delivery to DTC on or about March 13, 2024. EFE m o O STIFEL a go F0 The date of this Official Statement is March 2024. Q) O T :E E m Preliminary, subject to change. $12,470,000* TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 20-01 (HEIRLOOM FARMS) 2024 SPECIAL TAX BONDS Maturity Schedule $ Serial Bonds; CUSIP Prefix: 87972Y(1) Maturity Date Principal Interest (September 1) Amount Rate Yield Price $ % Term Bonds due September 1, Price $ % Term Bonds due September 1, Price $ % Term Bonds due September 1, Price $ % Term Bonds due September 1, 2054 Price CUSIP Suffix(') to Yield % CUSIPM: 87972Y to Yield % CUSIPM: 87972Y to Yield % CUSIPM: 87972Y to Yield % CUSIPM: 87972Y 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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 Bonds may not be sold, and no offer to buy the 2024 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 2024 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 2024 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 2024 Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the 2024 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 2024 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 2024 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 2024 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 James Stewart, Chair Brenden Kalfus, Member Zak Schwank, Member Jessica Alexander, Member Vacant 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 2024 Bonds.....................................................................2 Application of 2024 Bond Proceeds...................................2 ParityBonds..........................................................................2 Security for the 2024 Bonds.................................................2 Delinquency Maintenance Fund........................................3 ReserveFund........................................................................4 TheAuthority.......................................................................4 TheDistrict............................................................................4 LandValuation.....................................................................5 Limited Obligation...............................................................6 Bondowners' Risks...............................................................6 Continuing Disclosure.........................................................6 Other Information................................................................7 PLAN OF FINANCING........................................................7 Overview............................................................................... 7 Estimated Sources and Uses of Funds...............................8 THE 2024 BONDS...................................................................8 Authority for Issuance.........................................................8 General Provisions...............................................................8 Redemption........................................................................... 9 Transfer or Exchange of 2024 Bonds...............................13 Discontinuance of DTC Services......................................13 Scheduled Debt Service.....................................................14 SECURITY FOR THE 2024 BONDS...................................14 General.................................................................................14 Limited Obligation.............................................................15 SpecialTaxes.......................................................................15 Special Tax Fund................................................................16 Summary of Rate and Method.........................................18 Delinquency Maintenance Fund......................................22 Reserve Fund......................................................................23 Covenant for Superior Court Foreclosure ......................24 NoTeeter Plan....................................................................25 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.............................................................30 Heirloom Farms..................................................................31 TheDeveloper.....................................................................34 PropertyValues..................................................................36 Land Use Distribution.......................................................37 Value -to -Lien Ratios..........................................................38 Special Tax Delinquencies .............................................. Direct and Overlapping Governmental Obligations.. SampleTax Bill................................................................. THE AUTHORITY............................................................. SPECIAL RISK FACTORS ................................................ No General Obligation of the Authority or the District............................................................................... PropertyValue................................................................. Concentration of Ownership .......................................... Government Approvals .................................................. Payment of the Special Tax is not a Personal Obligation......................................................................... FDIC/Federal Government Interests in Properties.... Exempt Properties........................................................... Parity Taxes and Special Assessments .......................... Insufficiency of Special Taxes ........................................ Tax Delinquencies............................................................ Bankruptcy Delays.......................................................... Proceeds of Foreclosure Sales ........................................ Natural Disasters............................................................. Wildfires............................................................................ Hazardous Substances.................................................... Disclosure to Future Purchasers .................................... Potential Early Redemption of 2024 Bonds from Special Tax Prepayments ................................................ Cybersecurity................................................................... Public Health Emergencies ............................................. No Acceleration Provision .............................................. Taxability Risk.................................................................. Enforceability of Remedies ............................................. No Secondary Market ..................................................... Proposition218................................................................. Ballot Initiatives............................................................... IRS Audit of Tax -Exempt Bond Issues ......................... TAX MATTERS.................................................................. LEGAL MATTERS............................................................. NORATING....................................................................... 40 41 43 43 44 44 44 45 45 45 45 47 47 47 48 48 49 50 50 50 50 51 51 51 52 52 52 53 53 54 54 54 57 57 NO LITIGATION.................................................................57 MUNICIPAL ADVISOR ..................................................... 57 UNDERWRITING...............................................................58 CONTINUING DISCLOSURE...........................................58 TheAuthority ..................................................................... 58 TheDeveloper.................................................................... 58 Remedies for Failures to Comply .................................... 59 MISCELLANEOUS.............................................................. 59 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 CERTIFICATE OF THE DEVELOPER APPENDIX G DTC AND THE BOOK -ENTRY ONLY SYSTEM APPENDIX H APPRAISAL REPORT CITY OF TEMECULA (Riverside County, California) Regional Location Map R�xho �'j C-U-mv RIIN POEM �#1 t4 Whom TYW 11c},raC Lrz--: PAR I A I V I N I D I 'rsxt — 6IOUNTV Gm*1 hft 4'cwi Sly v UNfx Cop An MIN" b �Y Temecula I� r OLw OPEC" BOUNTY -iv- OFFICIAL STATEMENT $12,470,000* TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.20-01 (HEIRLOOM FARMS) 2024 SPECIAL TAX BONDS 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 2024 Bonds. The sale and delivery of 2024 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 2024 Special Tax Bonds (the "2024 Bonds"). The 2024 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. 20-01 (Heirloom Farms) (the "District"), pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act") and a Fiscal Agent Agreement, dated as of March 1, 2024 (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 2024 Bonds will be used to finance certain public improvements authorized to be funded by the District. See "PLAN OF FINANCING." Authority for Issuance General. The District was formed on April 13, 2021 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. Bond Authority. The 2024 Bonds are authorized to be issued pursuant to the Act, a Resolution adopted on February 13, 2024 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 * Preliminary, subject to change. -1- more detailed information about the formation of the District and the authority for issuance of the 2024 Bonds, see "THE DISTRICT —History of the District." The 2024 Bonds The 2024 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 2024 Bonds will be dated the date of their issuance and interest on the 2024 Bonds will be payable on March 1 and September 1 of each year, commencing September 1, 2024 (each an "Interest Payment Date"). The 2024 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 2024 Bonds. See "THE 2024 BONDS —General Provisions." Redemption Prior to Maturity. The 2024 Bonds are subject to optional redemption, mandatory sinking payment redemption and mandatory redemption from Special Tax prepayments prior to their respective maturities. See "THE 2024 BONDS —Redemption" and "SPECIAL RISK FACTORS —Potential Early Redemption of 2024 Bonds From Special Tax Prepayments." Application of 2024 Bond Proceeds Proceeds of the 2024 Bonds will be used (a) to make deposits to four accounts within the Improvement Fund, (b) to make a deposit to the Reserve Fund in the amount of the Reserve Requirement as of the date of issuance of the 2024 Bonds, (c) to make a deposit to the Delinquency Maintenance Fund in the amount of the DMF Requirement, (d) make a deposit to the Capitalized Interest Account of the Bond Fund, and (e) to pay the costs of issuance of the 2024 Bonds. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." The proceeds of the 2024 Bonds deposited to the accounts within the Improvement Fund will be used to pay the costs of certain public improvements (the "Improvements") authorized to be funded by the District. See "THE DISTRICT —The Improvements." Parity Bonds The Authority may in the future issue 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 2024 Bonds, but any such parity bonds must be Refunding Bonds, as defined in the Fiscal Agent Agreement. See "SECURITY FOR THE 2024 BONDS —Issuance of Additional Bonds." When used in this Official Statement, the term "Bonds" means, collectively, the 2024 Bonds and any future Parity Bonds that may be issued for the District. Security for the 2024 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 $30,000 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 and the Delinquency Maintenance Fund. See "SECURITY FOR THE 2024 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) -2- 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 2024 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 2024 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 2024 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 until a Transition Event has occurred, and a Special Tax C to pay for the authorized municipal services following the occurrence of the Transition Event. The Special Tax B and the Special Tax C are not in any way pledged, and will not be used, to pay debt service on the Bonds. See "SECURITY FOR THE 2024 BONDS —Special Taxes," and "—Summary of Rate and Method." With respect to the annual Special Tax A levy on property in the District, the Special Tax A levy on any parcel may not exceed the Maximum Special Tax rate applicable to such parcel. See "SECURITY FOR THE 2024 BONDS —Summary of Rate and Method - Maximum Special Taxes." Also, under no circumstances may the Special Tax A 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 A levied on another parcel or parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults. See "SECURITY FOR THE 2024 BONDS —Summary of Rate and Method - Method of Apportionment." Limitations. Amounts in the Administrative Expense Fund, the accounts within 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 2024 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, the Special Tax C 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 2024 BONDS -General." Delinquency Maintenance Fund The Special Tax A was first levied on property in the District in Fiscal Year 2023-24, with the first installment of the Special Tax delinquent if not paid by property owners by -3- December 10, 2023. The Authority experienced an unexpected rate of delinquency in payment of that installment. See "THE DISTRICT —Special Tax Delinquencies." To address the current elevated level of delinquencies, the Fiscal Agent Agreement establishes a Delinquency Maintenance Fund to be held by the Fiscal Agent, to the credit of which a deposit of $ will be made from the proceeds of the 2024 Bonds on the Closing Date, which is equal to the initial DMF Requirement, and deposits shall be made as provided in the Fiscal Agent Agreement. The DMF Requirement is approximately equal to the percentage of the aggregate December 10, 2023 Special Tax levy that remained delinquent as of February 12, 2024. Moneys in the Delinquency Maintenance Fund will be held therein by the Fiscal Agent for the benefit of the owners of the Bonds and are subject to a lien in favor of the owners of the Special Tax Bonds. Whenever the amount in the Bond Fund is insufficient to pay the principal of, premium, if any, and interest on the 2024 Bonds on any Interest Payment Date due to a deficiency in the Bond Fund, the Fiscal Agent shall transfer the amount so needed from the Delinquency Maintenance Fund to the Bond Fund before any draw is made in respect of such deficiency from the Reserve Fund. Amounts in the Delinquency Maintenance Fund will be transferred in whole to the Acquisition Account of the Improvement Fund upon the satisfaction of certain requirements set forth in the Fiscal Agent Agreement. See "SECURITY FOR THE 2024 BONDS —Delinquency Maintenance Fund" for more information regarding the Delinquency Maintenance Fund. Reserve Fund The Fiscal Agent Agreement establishes 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 of the Outstanding Bonds, (ii) 125% of average Annual Debt Service on the Outstanding Bonds, or (iii) 10% of the principal amount of the then Outstanding Bonds (the "Reserve Requirement"). The amounts in 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, following any draw on the Delinquency Maintenance Fund for such purpose. The Reserve Requirement as of the date of issuance of the 2024 Bonds, to be funded with proceeds of the 2024 Bonds, will be $ . See "SECURITY FOR THE 2024 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 General. The District was formed by the Board of Directors of the Authority pursuant to proceedings conducted under the Act on April 13, 2021 and an election held on that date -4- wherein Meritage Homes of California, Inc., a California corporation (referred to in this Official Statement as the "Developer"), as the then sole owner of the property in the District, voted in favor of the formation of the District, the levy of the Special Tax A, the Special Tax B and the Special Tax C on the property in the District and the issuance of up to $17,000,000 principal amount of special tax bonds payable from the proceeds of the Special Tax A. See "THE DISTRICT —History of the District." The proceeds of the Special Tax B and the Special Tax C, which will not be available to pay the debt service on the 2024 Bonds, are being and will be, as applicable, 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 parks and landscaping in public areas, maintenance of public signage, sidewalks and roadways, storm drains, and street lighting and traffic signals, as well as graffiti removal from public improvements, all related to the area in the District. The District is located in the northern portion of the City, and includes approximately 28 acres of residential land currently identified as "Heirloom Farms." Heirloom Farms, is expected to include at buildout 210 attached and 111 detached single family homes with three different product types, as well as a clubhouse, community pool and childrens play area. The three product types include Sultana with 150 three story attached townhomes, Crimson with 60 two story attached townhomes, and Valiant with 111 three story detached motor court homes. For an aerial view of the District, see "THE DISTRICT —Location and General Description of the District." The property in the District is being developed and the homes in the District are being constructed by the Developer. For additional information regarding the Developer, see "THE DISTRICT —The Developer." Summary of Status of Development. A summary of the status of development of the proposed 321 homes being constructed by the Developer in the District as of the December 4, 2023 date of value of the Appraisal Report (see "INTRODUCTION —Land Valuation" below and "THE DISTRICT —Property Values") is provided below, along with an update on the status of the development as of January 15, 2024. Summary of Status of Development in the District as of December 4, 2023 as of January 15, 2024 lots with homes sold and conveyed to homebuyers 118 146 lots with completed homes 0 0 lots with model homes 12 12 lots with homes under construction 122 100 lots with construction not yet started 69 63 Total Lots 321 321 For additional information on the status of development of the property in the District, see "THE DISTRICT —Heirloom Farms." See also "SPECIAL RISK FACTORS —Concentration of Ownership." Land Valuation Integra Realty Resources, Sacramento, California (the "Appraiser") has prepared an Appraisal Report dated January 22, 2024 (the "Appraisal Report"), estimating the market value of the 321 lots within the District that are subject to the Special Tax A securing the 2024 Bonds (the "Appraised Property"). The Appraiser concluded in the Appraisal Report that the market -5- value of the Appraised Property as of December 4, 2023 was $106,722,000, including $70,060,000 allocable to the 118 homes in the District sold to homeowners, and $36,662,000 to the 203 properties owned by the Developer, subject to various assumptions described in the Appraisal Report. See "THE DISTRICT —Property Values." The appraised value of $106,722,000 is approximately 8.56* times the $12,470,000* initial principal amount of the 2024 Bonds. The Appraisal Report, a complete copy of which is set forth in Appendix H to this Official Statement, is subject to various assumptions and limiting conditions, and the Appraisal Report should be read in its entirety by prospective purchasers of the 2024 Bonds. 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 Tax A levied on their property in the District, or that they will pay the Special Tax A 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 2024 BONDS. EXCEPT FOR THE SPECIAL TAX A, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2024 BONDS. THE 2024 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 PROCEEDS OF THE SPECIAL TAX A AND CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT. Bondowners' Risks Certain events could affect the ability of the Authority to pay the principal of and interest on the 2024 Bonds when due. Except for the Special Tax A, no other taxes are pledged to the payment of the 2024 Bonds. See "SPECIAL RISK FACTORS" for a discussion of certain factors that should be considered in evaluating an investment in the 2024 Bonds. The purchase of the 2024 Bonds involves significant risks, and the 2024 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 Authority has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board (the "MSRB") certain annual financial and other information, and notice of certain enumerated events. The Developer has agreed to * Preliminary, subject to change. M provide semi-annual reports with certain limited information and notice of certain enumerated events. The Developer's annual, semi-annual and enumerated event reporting obligations will terminate if and when 257 of the homes in the District have been conveyed to individual homeowners. 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 Agreement of the Authority and the Continuing Disclosure Certificate of the 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 2024 Bonds is to provide funds to pay costs of certain of the Improvements authorized to be funded by the District. Proceeds of the 2024 Bonds will also be used to make deposits to a Delinquency Maintenance Fund, a Reserve Fund and a Capitalized Interest Account, as well as to pay costs of issuance of the 2024 Bonds. Funding for Improvements. The Authority, for and on behalf of the District, entered into an Acquisition Agreement with the Developer, dated as of February 23, 2021 (as amended on March 1, 2024, the "Acquisition Agreement"), pursuant to which the Authority has agreed to use proceeds of the 2024 Bonds to pay the costs of specified public infrastructure improvements. At the time of formation of the District in 2021, the Authority also entered into separate joint community facilities agreements ("JCFAs") with the City, the Temecula Valley Unified School District (the "School District") and the Eastern Municipal Water District (the "Water District"), whereby proceeds of the 2024 Bonds are to be used to finance certain City, School District and Water District designated public improvements and those entities are to provide the Developer with credit against certain capital improvement fees payable with respect to the homes being constructed in the District (which credits have been taken into account in the Appraisal Report in determining the appraised value of the Taxable Property in the District, see Appendix H — "Appraisal Report"). The JCFAs designated public improvements, and the improvements to be constructed by the Developer pursuant to the Acquisition Agreement are collectively referred to in this Official Statement as the "Improvements." The Fiscal Agent Agreement establishes accounts within the Improvement Fund held by Fiscal Agent, one with respect to the City JCFA, one with respect to the School District JCFA, one with respect to the Water District JCFA and one with respect to the Acquisition Agreement, each of which will be funded with a portion of the proceeds of the 2024 Bonds. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds" and "THE DISTRICT —The Improvements." -7- Proceeds of the 2024 Bonds to be deposited to the Acquisition Account of the Improvement Fund are not expected to be sufficient to pay costs of all of the Improvements eligible to be funded under the provisions of the Acquisition Agreement. Under the Acquisition Agreement, costs of the portion of the Improvements specified therein in excess of the proceeds of the 2024 Bonds in the Acquisition Account of the Improvement Fund are the responsibility of the Developer. The amounts in the accounts within the Improvement Fund are not available to make payments on the 2024 Bonds. Estimated Sources and Uses of Funds The sources and uses of funds in connection with the 2024 Bonds are expected to be as follows: Principal amount of 2024 Bonds $ Less: Net Original Issue Discount Less: Underwriter's Discount Total Sources Deposit to Accounts within the Improvement Fund(') $ City Account School District Account Water District Account Acquisition Account Deposit to Reserve Fund(2) Deposit to Delinquency Maintenance Fund(3) Deposit to Capitalized Interest Payment Account(4) Deposit to Costs of Issuance Fund(3) _ Total Uses $ (1) See "PLAN OF FINANCING —Overview — Funding for Improvements" and "THE DISTRICT —The Improvements." (2) An amount equal to the Reserve Requirement as of the date of issuance of the 2024 Bonds. See "SECURITY FOR THE 2024 BONDS —Reserve Fund." (3) An amount equal to the initial DMF Requirement. See "SECURITY FOR THE 2024 BONDS —Delinquency Maintenance Fund." (4) To be used to pay a portion of the interest due on the 2024 Bonds on September 1, 2024. (5) 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 2024 Bonds. THE 2024 BONDS Authority for Issuance The 2024 Bonds are authorized to be issued pursuant to the Act, a Resolution adopted on February 13, 2024, 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 2024 Bonds are being levied in accordance with the Rate and Method. General Provisions The 2024 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 BE 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 2024 Bonds will be dated the date of their issuance and interest will be payable on each Interest Payment Date, commencing September 1, 2024. Each 2024 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, 2024, in which event it will bear interest from the date of issuance of the 2024 Bonds; provided, however, that if, as of the date of authentication of any 2024 Bond interest thereon is in default, such 2024 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 2024 Bonds will be payable both as to principal and interest, and as to any premium upon the redemption thereof, in lawful money of the United States of America. The principal of the 2024 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 2024 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 2024 Bonds or the date fixed for redemption of any 2024 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 on the 2024 Bonds for the period from and after such date. The 2024 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 2024 Bonds. Individual purchases of the 2024 Bonds will be made in Authorized Denominations in book -entry form only. Purchasers of the 2024 Bonds will not receive physical certificates representing their ownership interests in the 2024 Bonds purchased. Principal and interest payments represented by the 2024 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 2024 Bonds. See Appendix G — "DTC and the Book -Entry Only System." So long as the 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the owners of the 2024 Bonds shall mean Cede & Co., and shall not mean the purchasers or Beneficial Owners of the 2024 Bonds. Redemption Optional Redemption. The 2024 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, among maturities so as to maintain substantially level debt service on the Bonds, and by lot within a maturity, upon payment from any source of funds available for that purpose, at a redemption price equal to the principal amount of the 2024 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. 0 Mandatory Sinking Payment Redemption. The 2024 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 2024 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 2024 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 2024 Bonds maturing on September 1, 2054 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: -10- Redemption Date (September 11 Sinking Payments The amounts in the foregoing tables will be reduced as a result of any prior partial redemption of the 2024 Bonds pursuant to the optional redemption or redemption from Special Tax A prepayments provisions of the Fiscal Agent Agreement, as specified in writing by the Authority's Treasurer to the Fiscal Agent. Mandatory Redemption From Special Tax Prepayments. The 2024 Bonds are subject to mandatory redemption prior to their stated maturity on any Interest Payment Date, from the proceeds of Special Tax Prepayments and corresponding transfers of funds from the Reserve Fund (as described below under "SECURITY FOR THE 2024 BONDS —Reserve Fund"), as a whole or in part in an amount equal to $5,000 or any integral multiple thereof, at a redemption price (expressed as a percentage of the principal amount of the 2024 Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates Redemption Prices any Interest Payment Date from September 1, 2024 % to and including March 1, September 1, and March 1, September 1, and March 1, September 1, and any March 1 or September 1 thereafter To date, no prepayments of Special Taxes have been made by the owners of the Taxable Parcels in the District, and the Developer has advised that it has no current plans to make any partial or full prepayments of Special Taxes. No assurance can be given, however, that prepayments in whole or in part of Special Taxes levied on the Taxable Property will not occur in the future, which would result in a redemption to 2024 Bonds prior to their maturity. See "SECURITY FOR THE 2024 BONDS —Summary of Rate and Method - Prepayment in Full," and "—Prepayment in Part" and "SPECIAL RISK FACTORS —Potential Early Redemption of 2024 Bonds from Special Tax Prepayments." Purchase of 2024 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 2024 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2024 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 in no event may 2024 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 2024 Bonds were redeemed in accordance with the Fiscal Agent Agreement. Selection of 2024 Bonds for Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2024 Bonds (other than pursuant to the mandatory sinking payment redemption provisions of the Fiscal Agent Agreement), the Fiscal Agent will select the 2024 Bonds to be redeemed from among the maturities of the 2024 Bonds or such given portion thereof not previously redeemed as directed by the Treasurer (who -11- shall specify 2024 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. 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 2024 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 2024 Bonds. The redemption notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2024 Bonds are to be called for redemption, will designate the CUSIP numbers and, if applicable, Bond numbers of the 2024 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 2024 Bonds will state that all 2024 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2024 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 2024 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 2024 Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any redemption of the 2024 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 2024 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 2024 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 2024 Bonds to be redeemed, the Fiscal Agent will send written notice to the owners of the 2024 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 2024 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, the 2024 Bonds so called for redemption have been deposited in the Bond Fund, such 2024 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 specified redemption date. Tender of 2024 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. -12- Transfer or Exchange of 2024 Bonds So long as the 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2024 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 2024 Bonds is ever discontinued, 2024 Bonds may, in accordance with its terms, be transferred or exchanged in Authorized Denominations by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2024 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Whenever any 2024 Bond or 2024 Bonds are surrendered for transfer or exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new 2024 Bond or 2024 Bonds, for a like principal amount of 2024 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 2024 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 2024 Bonds for redemption, (ii) with respect to any 2024 Bond after such 2024 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 2024 Bonds by giving written notice to the Fiscal Agent during any time that the 2024 Bonds are Outstanding, and discharging its responsibilities with respect to the 2024 Bonds under applicable law. The Authority may terminate the services of DTC with respect to the 2024 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2024 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 2024 Bonds that they obtain certificated Bonds, the 2024 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 2024 Bonds will be delivered to such Beneficial Owners as soon as practicable in accordance with the Fiscal Agent Agreement. -13- Scheduled Debt Service The following table shows the annual scheduled debt service on the 2024 Bonds, assuming no optional redemption of the 2024 Bonds and no redemption of the 2024 Bonds from Special Tax Prepayments: Bond Year ending September 1 Principal 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 2054 Totals (1) Indicates a mandatory sinking fund payment. General Total Annual Interest Debt Service SECURITY FOR THE 2024 BONDS Pursuant to the Fiscal Agent Agreement, the 2024 Bonds are secured by a first pledge of all of the Special Tax Revenues (other than, each Fiscal Year, a maximum of $30,000 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 and the Delinquency Maintenance Fund. Special Tax Revenues including only the Special Tax A collected and received by the Authority and do not include penalties, if any, collected in respect of delinquent Special Taxes. -14- 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 2024 Bonds in accordance with the Fiscal Agent Agreement until all of the 2024 Bonds have been paid or defeased. Amounts in the Administrative Expense Fund, the accounts within the Improvement Fund and the Costs of Issuance Fund, and up to $30,000 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 2024 Bonds. The Improvements are not pledged as collateral for the 2024 Bonds. The proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the Debt Service on the 2024 Bonds. Limited Obligation The 2024 Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the revenues from the Special Tax A and the amounts in the Bond Fund (including the Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve Fund, the Special Tax Fund and the Delinquency Maintenance 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 2024 Bonds are amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the Reserve Fund, the Special Tax Fund and the Delinquency Maintenance 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 2021 by the Developer, as the then owner of all 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. The Rate and Method also provides for 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, and the levy of a "Special Tax C" in order to fund the annual "Special Tax C Requirement," and which effectively replaces Special Tax B following the payment or defeasance of the Bonds, and 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 2024 BONDS - Summary of Rate and Method." Proceeds of the Special Tax B and the Special Tax C levied on Taxable Property in the District to satisfy the annual Special Tax B Requirement and the Special Tax C Requirement, respectively, are not pledged, and will not be used, to pay debt service on the 2024 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 a portion of the Administrative Expenses, taking into account any prepayments of Special Taxes previously -15- 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 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 Tax A, when levied, 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 2024 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 (which include only proceeds of Special Tax A collected and 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, $30,000) 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, so long as the Delinquency Maintenance Fund has not been closed, by transfer to the Delinquency Maintenance Fund to the extent needed -16- to increase the amount then on deposit in the Delinquency Maintenance Fund up to the then DMF 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; fourth, 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; and fifth, 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 (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 Acquisition Account of the Improvement Fund established under the Fiscal Agent Agreement so long as the Acquisition Account of the Improvement Fund has not theretofore been closed, and if the Acquisition Account of the Improvement Fund has been closed, then such amount shall be retained by the Authority to be used to pay Improvement costs. In addition to the foregoing, in the event that the Authority receives proceeds of Special Tax levies that constitute amounts that are not Special Tax Revenues (because they constitute penalties and / or interest excluded from the definition of Special Tax Revenues in the Fiscal Agent Agreement, if the amount then on deposit in the Delinquency Maintenance Fund is not an amount equal to the Maximum DMF Requirement, the Authority shall remit such amounts to the Fiscal Agent, for deposit by the Fiscal Agent in the Delinquency Maintenance Fund, until the amount in the Delinquency Maintenance Fund is at least equal to the then Maximum DMF Requirement. 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 accounts within the Improvement Fund, the Reserve Fund, the Capitalized Interest Account and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds 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 -17- 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 determine and allocate the amount of the Special Tax A, the Special Tax B and the Special Tax C 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 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 A was first levied on property in the District in Fiscal Year 2023-24. The Annual Special Tax B may only be levied on Developed Property, as described below, and may be levied so long as Authorized Services are being provided and shall not be levied during or after the Transition Year. The Special Tax C, for the Transition Year and each Fiscal Year thereafter, shall be levied in perpetuity so long as the Authorized Services are being provided. 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" and the "Special Tax C Requirement"), which will be the amount required in any Fiscal Year before and after the Transition Event, respectively, 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. 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, -18- 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 or Zone 3 of the District. 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, Special Tax B or Special Tax C are being levied and for which a building permit was issued on or before April 1st preceding the Fiscal Year in which any or all of the Special Taxes are 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 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 P) of the Rate and Method. All Taxable Property in the District is currently classified as Developed Property (as to 264 of the parcels of Taxable Property in the District), or Approved Property (as to 57 of the parcels of Taxable Property in the District). See Table 3 under the heading "THE DISTRICT — Value -to -District Lien Ratios — Value -to -District Lien Ratio Distribution." The Rate and Method also provides for a Backup Annual Special Tax A that is not currently relevant to the Taxable Property in the District. 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 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 three 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. For Fiscal Year 2024-25 the Assigned Special Tax A rates range from approximately $2,173.94 annually per dwelling unit to approximately $3,219.69 annually per dwelling unit depending upon the size of the home and the Zone in which the parcel is located, and from $50,920 annually per parcel for Approved Property to approximately $62,528 annually per acre for Approved Property depending upon the Zone in which such property is located. The Maximum Special Tax B for Fiscal Year 2024-25 for each Assessor's Parcel of Residential Property is $540.51 per Unit, and the Maximum Special Tax C for Fiscal Year 2024-25 for each Assessor's Parcel of Residential Property is $1,148.14 per Unit; however, the Special Tax C will not be levied until the Fiscal Year following the final maturity of the 2024 Bonds. -19- The Special Tax A is subject to annual increases each July 1 commencing July 1, 2022, by an amount equal to one percent (1%) of the amount in effect for the previous Fiscal Year. The Maximum Special Tax B and the Maximum Special Tax C are subject to annual increases each July 1, commencing July 1, 2022, by an amount equal to five and six -tenth percent (5.6%) of the amount in effect for the previous Fiscal Year; provided that, following the Transition Year, the Maximum Special Tax C shall increase each subsequent July 1 by an amount equal to the greater of three percent or the positive change in CPI over the amount in effect for the previous Fiscal Year all as determined by the CFD Administrator. 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 and 3 of Section D of the Rate and Method (which Section sets forth the Assigned Annual Special Tax rates for the three 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; 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. As previously stated, as of December 4, 2043 all Taxable Property in the District was classified as Developed Property (as to 264 of the parcels of Taxable Property in the District), or Approved Property (as to 57 of the parcels of Taxable Property in the District). See Table 3 under the heading "THE DISTRICT —Value -to -District Lien Ratios — Value -to -District Lien Ratio Distribution." The Rate and Method also provides for a Backup Annual Special Tax A that is not currently relevant to the Taxable Property in the District. -20- The Rate and Method provides that for each Fiscal Year, commencing with Fiscal Year 2021-22, 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. For the Transition Year and each Fiscal Year thereafter, the Authority shall levy the Special Tax C at up to 100% of the applicable Maximum Special Tax C, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax C equals the Special Tax C Requirement. Notwithstanding the above, the Act effectively provides that under no circumstances will the Special Tax A, the Special Tax B or the Special Tax C 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 Special A Tax obligation applicable to an Assessor's Parcel of Developed Property, or Approved Property for which a Building Permit has been issued, or Approved Property for which a Building Permit has not been issued, 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 Tax A 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 Amount, the Redemption Premium, the Future Facilities Amount 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 2024 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 and the Special Tax C are 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. Any such prepayment will result in a redemption of Bonds prior to maturity. See "THE 2024 BONDS —Redemption - Mandatory Redemption From Special Tax Prepayments." The Maximum Special Tax B and the Special Tax C are not subject to partial prepayment. Projected Fiscal Year 2024-25 Assigned Special Tax A Levy. Table 1 below sets forth the projected Assigned Special Tax A levy for Fiscal Year 2024-25 for the various classes of Taxable Property within the several Tax Zones of the District. Table 1 also shows the projected Fiscal Year 2024-25 Assigned Special Tax A levy as a percentage of the total projected Special Tax levy for each Tax Zone. -21- Table 1 Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) Fiscal Year 2024-25 Assigned Special Tax A Projected Fiscal Projected Total Percent of Total Year 2024-25 Fiscal Year Projected Fiscal No. of Appraised Special Tax 2024-25 Special Year 2024-25 Land Use Residential Floor Area Parcels(') Value(') per Unit(2).(4) Tax Levy(3).(4) Special Taxes(3),(4) Tax Zone 1 Residential Property Less than 1,801 sq. ft. 29 $14,219,351 $3,003 $87,096 11.39% Residential Property 1,801 sq. ft. to 2,000 sq. ft. 31 14,607,468 3,112 96,457 12.61 Residential Property Greater than 2,000 sq. ft. 30 14,981,429 3,220 96,591 12.63 Approved Property N/A 21 3,303,757 50,920 42,831 5.60 Tax Zone 2 Residential Property Less than 1,551 sq. ft. 38 10,796,574 $2,174 $82,610 10.80% Residential Property 1,551 sq. ft. to 1,750 sq. ft. 38 12,698,431 2,380 90,440 11.83 Residential Property Greater than 1,750 sq. ft. 38 12,146,574 2,483 94,355 12.34 Approved Property N/A 36 4,335,012 74,120 29,833 3.90 Tax Zone 3 Residential Property Less than 1,601 sq. ft. 30 9,576,702 $2,344 $70,318 9.207o Residential Property 1,601 sq. ft. or Greater 30 10,056,702 2,473 74,182 9.70 Totals 321 $106,722,000 $764,713 100.00% (1) Appraised valuation as of December 4, 2023, as reported in the Appraisal Report. (2) Reflects per acre rate for parcels of Approved Property. (3) Based upon principal amount of the 2024 Bonds and includes priority administration in the amount of $30,000. (4) Preliminary, subject to change. Source: Webb Municipal Finance, LLC Delinquency Maintenance Fund The Special Tax A was first levied on property in the District in Fiscal Year 2023-24, with the first installment of Special Tax A delinquent if not paid by December 10, 2023. As of December 10, 2023 of the total $192,436.24 of Special Tax A delinquent if not paid by December 10, 2023, 38 parcels were delinquent in payment of an aggregate of $46,592.95 of Special Tax A, or a 24.21% delinquency rate. The Developer indicates that the majority of these delinquencies appear to relate to homes that were conveyed to individual homeowners between April and September 2023. Further, the Developer indicates that the property tax bills for 31 of these properties were received by the Developer's corporate headquarters in Arizona and not forwarded to the new homeowners. The Developer has since sent communication to the homeowners reminding them of the need to pay their property taxes. To address the current relatively elevated level of delinquencies, the Fiscal Agent Agreement establishes a Delinquency Maintenance Fund as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit of $ shall be made on the Closing Date, which is equal to the initial DMF Requirement, and deposits shall be made as provided in the Fiscal Agent Agreement. The DMF Requirement is approximately equal to percentage of the aggregate semiannual Special Tax levy for fiscal year 2023-24 that was delinquent if not paid by December 10, 2024 and remained delinquent as of February 12, 2024. Moneys in the Delinquency Maintenance Fund will be held therein by the Fiscal Agent for the benefit of the owners of the Bonds, and are subject to a lien in favor of the owners of the Bonds. Under the Fiscal Agent Agreement, amounts will be deposited from time to time to the Delinquency Maintenance Fund, as needed to increase the amount on deposit therein to the -22- amount of the DMF Requirement, from proceeds of collections of delinquent Special Taxes, including (i) the portion of such delinquent Special Taxes included in the definition of Special Tax Revenues in the Fiscal Agent Agreement (being the amount equal to a portion of the scheduled principal on the Special Tax Bonds included in the delinquent Special Tax installment together with interest at the rate of interest payable on the Special Tax Bonds) after use of such portion, if any, needed to pay any past due amounts then owing on the Special Tax Bonds; and (ii) that portion that does not constitute Special Tax Revenues because it constitutes penalties and / or interest in excess of the amount described in the preceding clause (i). See "SECURITY FOR THE 2024 BONDS —Special Tax Fund." In addition, investment earnings on amounts in the Delinquency Maintenance Fund will be retained therein until the amount then on deposit therein is equal to the DMF Requirement. Whenever the amount in the Bond Fund is insufficient to pay the principal of, premium, if any, and interest on the Special Tax Bonds on any Interest Payment Date due to a deficiency in the Bond Fund, the Fiscal Agent shall transfer the amount so needed from the Delinquency Maintenance Fund to the Bond Fund, prior to any draw on the Reserve Fund for such purpose. In addition to the foregoing, on any date, upon the receipt by the Fiscal Agent of an Officer's Certificate requesting the same, the Fiscal Agent shall transfer to the Acquisition Account of the Improvement Fund any amount specified in such Officer's Certificate from the Delinquency Maintenance Fund so long as the amount to remain in the Delinquency Maintenance Fund following such withdrawal is at least equal to the DMF Requirement. At such time as an Authorized Officer files a certificate with the Fiscal Agent to the effect that (i) all of the 321 homes in the District have been sold to individual homebuyers, and (ii) the Special Tax delinquency rate as of the most recent June 30 is not greater than five percent (5%), the Fiscal Agent shall transfer all amounts then in the Delinquency Maintenance Fund to the Acquisition Account of the Improvement Fund, and the Delinquency Maintenance Fund shall be closed. 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 and any premium on, the Bonds. Moneys in the Reserve Fund are subject to a lien in 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 principal amount of the then Outstanding Bonds under the Fiscal Agent Agreement. The Reserve Requirement as of the date of issuance of the 2024 Bonds will be $ , and will be funded with a portion of the proceeds of the 2024 Bonds. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." 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 and any premium on, the Bonds, but only if a deficiency still exists following any transfer from the Delinquency -23- Maintenance Fund for that purpose. 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 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 on or about June 15 of each Fiscal Year, the Treasurer shall compare the amount of Special Tax A theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Authority, and following such determination: (a) 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 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 5yo of the total Special Tax A 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 Tax A (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. -24- 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 2024 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. The ability of the Authority to foreclose the lien of delinquent unpaid Special Taxes may be limited in certain instances and may require prior consent of the obligee in the event the property is owned by or in receivership of a Federal agency. See "SPECIAL RISK FACTORS— FDIC/Federal Government Interests in Properties." No assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. If a judgment of foreclosure and order of sale is obtained, the judgment creditor (the Authority for the District) must cause a Notice of Levy to be issued. Under current law, a judgment debtor (property owner) has 120 days from the date of service of the Notice of Levy in which to redeem the property to be sold, which period may be shortened to 20 days for parcels other than those on which a dwelling unit for not more than four persons is located. If a judgment debtor fails to redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action, a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (Section 701.680 of the California Code of Civil Procedure). The constitutionality of the aforementioned legislation, which repeals the former one-year redemption period, has not been tested; and there can be no assurance that, if tested, such legislation will be upheld. 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 2024 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. 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. -25- 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 2024 Bonds. Subject to meeting the conditions summarized below (including that the Parity Bonds be Refunding Bonds), 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 2024 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 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. -26- 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 includes approximately 28 acres of residential land in the City currently identified as "Heirloom Farms." The District is located in the northern portion of the City. The District is bounded by Murietta Hot Springs Road, State Highway 79, Anza Road and Interstate Highway 15. Heirloom Farms is expected to include at buildout 210 attached and 111 detached single family homes with three different product types, as well as a clubhouse, community pool and childrens play area. See "THE DISTRICT —Heirloom Farms." The property in the District is being developed and the homes in the District are being constructed by the Developer (see "THE DISTRICT —The Developer"). For the current status of the development of the property in the District, see "THE DISTRICT —Heirloom Farms." The following page contains an aerial photo of the District. -27- TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO.20-01 (HEIRLOOM FARMS) -28- History of the District In order to raise funds to finance the Improvements that will result in an offset of capital improvement fees levied on the homes being constructed in the District, or otherwise needed for the development of the property in the District, the Developer petitioned the Authority in February of 2021 to form the District. On February 23, 2021, the Board of Directors of the Authority adopted Resolution Nos. TPFA 2021-01 and TPFA 2021-02 of intention to form the District and to incur up to $17,000,000 of bonded indebtedness of the Authority for the District. On March 16, 2021, the Authority entered into a Joint Community Facilities Agreement with the City related to certain of the Improvements and the Services authorized to be funded by the District but to be owned and provided, respectively, by the City for the District. On March 16, 2021 the Authority, the Developer and the School District entered into a Joint Community Facilities Agreement relating to certain public school facilities constituting a portion of the Improvements to be financed by the District but to be owned by the School District. On March 17, 2021 the Authority, the Developer and the Water District entered into a Joint Community Facilities Agreement with respect to certain of the Improvements to be financed by the District but to be owned upon completion by the Water District. The three Joint Community Facilities Agreements (collectively, the "JCFAs") effectively provide that the Developer will receive credit against capital improvement impact fees imposed by the City, the School District and the Water District, respectively, on homes being constructed by the Developer in the amount of any Bond proceeds allocated to the respective public agency for capital improvements to be designated and constructed by the respective public agency. Following the adoption by the Board of Directors of the Authority of resolutions of intention for the District, and the execution of the three JCFAs, on April 13, 2021, the Authority held a public hearing regarding the formation of, and the issuance of bonds for, the District. Following the public hearing, also on April 13, 2021, the Board of Directors of the Authority adopted Resolution No. TPFA 21-03 forming the District, Resolution No. TPFA 21-04 determining the necessity to issue up to $17,000,000 of special tax bonds for the District, and Resolution No. TPFA 21-05 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 13, 2021 at which the Developer, as the then sole owner of the property in the District, voted in favor of the formation of the District, the levy of Special Tax A, Special Tax B and Special Tax C on property in the District, and the issuance by the Authority of special tax bonds for the District. On April 22, 2021, a Notice of Special Tax Lien was recorded in the Riverside County Recorder's Office against the property in the District, and on April 27, 2021 the Board of Directors of the Authority adopted Ordinance No. TPFA 2021-01 levying Special Tax A, Special Tax B and Special Tax C on the property in the District. On February 13, 2024, the City Council held a public hearing regarding the issuance by the Authority of the 2024 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 2024 Bonds to finance costs of the Improvements and it approved the issuance of the 2024 Bonds by the Authority. Also on February 13, 2024, the Board of Directors of the Authority adopted a Resolution authorizing the issuance of the 2024 Bonds, and approved the execution and delivery of the Fiscal Agent Agreement. The Fiscal Agent Agreement provides the terms of the 2024 Bonds. -29- The Improvements As previously mentioned under the heading "PLAN OF FINANCING — Overview — Funding for Improvements," the Authority entered into the Acquisition Agreement with the Developer pursuant to which the Authority agreed to use a portion of the proceeds of the 2024 Bonds to finance costs of Improvements some of which are to be constructed by the Developer, and the Authority entered into the JCFAs to provide for the financing from 2024 Bond proceeds for Improvements that are to be constructed and owned by the City, the School District and the Water District. The District is authorized to finance all or a portion of the costs of the following facilities: The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), including Temecula Center Drive and Ynez Road within and in the vicinity of the District; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances. • The acquisition and installation of traffic signal improvements, including traffic signal interconnection and video surveillance systems, at the intersection of Ynez Road and Temecula Center Drive. • Landscaping improvements in the public right of way along or in the vicinity of Temecula Center Drive, Date Street and Ynez Road, including related appurtenances. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2021-2025. • School improvements to be designated by the School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more. • Sewer system improvements to be designated by the Water District. The Improvements include, as applicable, the acquisition of right-of-way, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, the cost of any required environmental mitigation and any required noise mitigation measures, landscaping and irrigation, soils testing, permits, plan check and inspection fees, insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. It is expected that, shortly after the issuance of the 2024 Bonds, amounts in the City Account, the School District Account and the Water District Account of the Improvement Fund will be transferred to the City, the School District and the Water District, respectively, to finance capital improvements to be identified by each of them, and credits against development impact -30- fees imposed by each of them will be provided to the Developer in respect of the homes being constructed by it in the District, or rebates to the Developer will be made in respect of any such fees previously paid by the Developer. Otherwise, the Developer estimates that the total projected costs of the Improvements eligible to be funded by the District under the Acquisition Agreement are approximately $1,470,000, and only $ of the proceeds of the 2024 Bonds to be deposited to the Acquisition Account of the Improvement Fund, and possibly amounts transferred from the Delinquency Maintenance Fund to the Acquisition Account of the Improvement Fund (see "SECURITY FOR THE 2024 BONDS —Delinquency Maintenance Fund"), will be available to pay costs of the Improvements. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." Under the Acquisition Agreement, costs of Improvements specified therein in excess of available amounts in the Acquisition Account of the Improvement Fund from the proceeds of the 2024 Bonds to be deposited therein (see "PLAN OF FINANCING —Overview — Funding for Improvements" are the responsibility of the Developer. No assurance can be given that construction of the Improvements required to be constructed under the Acquisition Agreement or otherwise needed for the buildout of the District will be completed as currently expected, or that the costs of the Improvements will be as currently estimated. Heirloom Farms The property in the District includes a development known as Heirloom Farms. Heirloom Farms, with approximately 28 gross acres, which is expected to include at buildout 321 homes, a clubhouse, community pool and childrens play area. The three product types in Heirloom Farms include Sultana with 150 three story attached townhomes, Crimson with 60 two story attached townhomes, and Valiant with 111 three story detached motor court homes. The Developer acquired the property in the development for $18,000,000 on January 1, 2021, and recorded a final map creating the 321 parcels in the development in October of 2021. The next page contains the site plan for the development, including the locations of the three product types in the development. -31- Site Plan Crimson T,..., Model Porkwg Sultana R—d— a» R.od—. T— R..d.M. Th— ■ Mod.l Popp SITE PLAN FOR THE DEVELOPMENT TEMECWA CENTER WYE Valiant • Res We * One • R.W—. Two • R..d..<. TFi.. Mod.l Hoar Model Pohang NO�fM -32- Site development activities were commenced by the Developer in August, 2021, and home construction began on August 8, 2022. As of December 4, 2023, the date of value in the Appraisal Report, the Developer has advised that all lots are in finished or near finished condition, and that it had obtained building permits for 264 of the 321 homes to be constructed in the development. The development has a homeowners association. According to the Developer, the base dues imposed by the homeowner's association to be paid by the homeowners are $145 per unit per month. Both Sultana and Crimson homeowners have additional homeowner's association fees (associated with a cost center specific to each project) of $135 and $131 per unit per month, respectively, which equates to a total homeowner's association fee of $280 per unit per month in Sultana and $276 per unit per month in Crimson. The total homeowner's association fee for Valiant is $145 per unit per month. Summary of Status of Development. A summary of the status of development of the proposed 321 homes being constructed by the Developer in the District as of the December 4, 2023 date of value of the Appraisal Report (see "INTRODUCTION —Land Valuation" below and "THE DISTRICT —Property Values") is provided below, along with an update on the status of the development as of January 15, 2024. Summary of Status of Development in the District as of as of December 4, 2023 January 15, 2024 lots with homes sold and conveyed to homebuyers 118 146 lots with completed homes 0 0 lots with model homes 12 12 lots with homes under construction 122 100 lots with construction not yet started 69 63 Total Lots 321 321 Status of Home Construction and Sales. The homes currently being constructed by the Developer in the District range from approximately 1,387 square feet for a Sultana townhome to approximately 2,155 square feet for a Valiant motor court home. The first conveyance of a home in Sultana occurred in April 2023, in Crimson in March 2023 and in Valiant in February 2023. As of December 4, 2023, base sales prices for Sultana range from $489,000 to $569,000, for Crimson range from $554,000 to $579,000 and for Valiant range from $619,000 to $680,000. The status of the three product types currently being developed by the Developer as of December 4, 2023 is as follows: Sultana- 42 Completed homes sold and conveyed to individual home buyers 6 Models owned by the Developer 0 Completed Homes owned by the Developer 54 Homes under construction (14 in escrow) 48 Lots without any vertical home construction (12 with building permits) 150 Total planned Sultana units -33- Crimson: 20 Completed homes sold and conveyed to individual home buyers 4 Models owned by the Developer 0 Completed Homes owned by the Developer 36 Homes under construction (20 in escrow) 0 Lots without any vertical home construction 60 Total planned Crimson units Valiant: 56 Completed homes sold and conveyed to individual home buyers 2 Models owned by the Developer 0 Completed Homes owned by the Developer 32 Homes under construction (12 in escrow) 21 Lots without any vertical home construction 111 Total planned Valiant units Between December 4, 2023 and January J 2024, the Developer completed and conveyed _ additional homes in the Sultana product line, _ additional homes in the Crimson product line and additional homes in the Valiant product line, for a total of homes conveyed to individual homeowners. As of January 2024, a total of _ building permits had been issued for homes in the District. The Developer currently expects to close out sales of the Sultana homes in April of 2025, to close out of sales of the Crimson homes in June of 2024 and to close out of sales of the Valiant homes in October of 2024. As of December 4, 2023, the Developer had expended approximately $68,514,305 on land acquisition costs, site improvement costs, direct and indirect home construction costs, permit and impact fees, and sales and marketing costs related to its development within the District. As of December 4, 2023, the Developer anticipated expending approximately $44,211,136 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, with $34,002,037 of such additional cost allocated to home construction costs. 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 4, 2023. The Developer 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 Developer The information provided in this section has been included because it may be considered relevant to an informed evaluation and analysis of the 2024 Bonds and the District. No assurance can be given, however, that the Developer will or will not retain ownership of the property within the District not yet sold to homebuyers. There may be material adverse changes in this information after the date of the Official Statement. Neither the 2024 Bonds nor any of the Special Tax are personal obligations of any property owner within the District and, in the event that any property owner defaults in the payment of its Special Tax, the Authority may proceed with judicial foreclosure but has no direct recourse to the assets of any property owner or any affiliate thereof. The 2024 Bonds are secured solely by the Special Tax Revenues and amounts on deposit in certain of the funds and accounts maintained by the Fiscal Agent under the Fiscal Agent Agreement. See "SPECIAL RISK FACTORS" for a discussion of certain of the risk factors that should be considered in evaluating the investment quality of the 2024 Bonds. The following information has been provided by the Developer. No representation is -34- made by the Authority or the Underwriter as to the accuracy or adequacy of such information so provided. The Developer. Meritage Homes of California, Inc., a California corporation (previously defined as the "Developer') is a subsidiary of Meritage Homes Corporation ("Meritage Homes Corporation"), a Maryland corporation. Meritage Homes Corporation is a homebuilder focused primarily on high -growth regions of the western and southern United States. Meritage Homes Corporation operates as a holding company, has no independent assets or operations, and is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "MTH." Homebuilding, construction, development and sales activities are conducted through subsidiaries. As of July 1, 2023, Meritage Homes Corporation was actively selling homes in three geographic regions: West (Arizona, California and Colorado), Central (Texas) and East (Florida, Georgia, North Carolina, South Carolina and Tennessee). Meritage Homes Corporation 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 with the SEC. Such filings set forth, among other things, certain data relative to the consolidated results of operations and financial position of Meritage Homes Corporation and its subsidiaries (e.g., see Meritage Homes Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 15, 2023, Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2023 as filed with the SEC on November 1, 2023) and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the SEC on July 28, 2023) as of the dates described therein. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including Meritage Homes Corporation. The address of such Internet website is www.sec.gov. All documents subsequently filed by Meritage Homes Corporation 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 Meritage Homes Corporation's annual report, quarterly reports and current reports, including any amendments, will be available from Meritage Homes Corporation's website at www.meritagehomes.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 Developer nor Meritage Home Corporation 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 2024 Bonds. Financing Plan. To date, the 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. The Developer expects to use internally generated funds, including cash generated from its homebuilding operations, along with proceeds of the 2024 Bonds, to complete development of its property in the District. Although the Developer expects to have sufficient funds available to complete the proposed development in the District, there can be no assurance that amounts necessary to fund the remaining planned development of the property within the District will be available to the Developer when needed. Neither the Developer, nor any of its related entities, is under any legal obligation of any kind to expend funds for the development of the property in the District, or the payment of ad valorem property taxes or -35- the Special Taxes. Any contributions by the Developer or any other entity or person to fund the costs of such development are entirely voluntary. 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 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 a renewed increase in inflation and interest rates, possible supply chain issues, further impacts of the COVID-19 pandemic and global market instability caused by the wars in Ukraine and in Israel. 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. Mortgage Interest Rates. Most of the purchasers of the 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 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 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 Developer's planned for -sale homes in the District. Property Values The value of the property in the District is an important factor in determining the investment quality of the 2024 Bonds. If a property owner defaults in the payment of the Special Tax A, 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 A. The Special Tax A 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." Integra Realty Resources, Sacramento, California (the "Appraiser") has prepared the Appraisal Report dated January 22, 2024 estimating the market value of the 321 lots within the District that are subject to the Special Tax A securing the 2024 Bonds (the "Appraised Property"). The Appraiser concluded in the Appraisal Report that the market value of the Appraised Property as of December 4, 2023 was $106,722,000, including $70,060,000 allocable to the 118 homes in the District sold to homeowners, and $36,662,000 to the 203 properties owned by the Developer, subject to various assumptions described in the Appraisal Report. See "THE DISTRICT —Property Values." The appraised value of $106,722,000 is approximately 8.56* times the $12,470,000* initial principal amount of the 2024 Bonds. The Appraisal Report, a complete copy of which is set forth in Appendix H to this Official Statement, is subject to various assumptions and limiting conditions, and the Appraisal Report should be read in its entirety by prospective purchasers of the 2024 Bonds. 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 * Preliminary, subject to change. -36- 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." 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." Land Use Distribution The following Table 2 shows the Tax Zones and the distribution of land use classes of the Taxable Property within the District based on the Rate and Method, the appraised value of the 321 County Assessor's parcels in the District as of December 4, 2023, the estimated Special Tax levy for fiscal year 2024-25 for each land use class of each Tax Zone, the percentage of the overall Special Tax levy by land use class and the aggregate value -to -lien ratio for the respective land use classes. -37- Table 2 Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) Projected Fiscal Year 2024-25 Special Tax Levy for Taxable Property by Tax Zone and Land Use Percent of Projected Total Total Fiscal Projected Year 2024-25 FY 2024-25 Aggregate No. of Appraised Special Tax Special 2024 Value -to - Land Use Residential Floor Area Parcels Value0) Levy(2),(3) Taxes(3) Bonds(3) Lien(3) Tax Zone 1 Residential Property Less than 1,801 sq. ft. 29 $14,219,351 $87,096 11.39% $1,420,264 10.01:1 Residential Property 1,801 sq. ft. to 2,000 sq. ft. 31 14,607,468 96,457 12.61 1,572,900 9.29:1 Residential Property Greater than 2,000 sq. ft. 30 14,981,429 96,591 12.63 1,575,084 9.51:1 Approved Property N/A 21 3,303,757 42,831 5.60 698,439 4.73:1 Tax Zone 2 Residential Property Less than 1,551 sq. ft. 38 10,796,574 $82,610 10.807o $1,347,096 8.01:1 Residential Property 1,551 sq. ft. to 1,750 sq. ft. 38 12,698,431 90,440 11.83 1,474,782 8.61:1 Residential Property Greater than 1,750 sq. ft. 38 12,146,574 94,355 12.34 1,538,626 7.89:1 Approved Property N/A 36 4,335,012 29,833 3.90 486,485 8.91:1 Tax Zone 3 Residential Property Less than 1,601 sq. ft. 30 9,576,702 $70,318 9.20% $1,146,661 8.35:1 Residential Property 1,601 sq. ft. or Greater 30 10,056,702 74,182 9.70 1,209,664 8.31:1 Totals 321 $106,722,000 $764,713 100.0070 $12,470,000 8.56:1 (1) Assessed/Appraised valuation as of December 4, 2023, as reported in the Appraisal Report. (2) Based upon debt service due on the 2024 Bonds and includes priority administration in the amount of $30,000. (3) Preliminary, subject to change. Source: Webb Municipal Finance, LLC Value -to -Lien Ratios General Information Regarding Value -to -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 2024 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 2024 Bonds is not allocated among the parcels within the District based on their appraised or assessed values; rather, the total Special Tax A 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." -38- 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. Because the construction of homes in the District is ongoing, any assessed valuations presented in this Official Statement may not necessarily be representative of the actual market value of the property in the District as of any particular date. Value -to -Lien Ratio Distribution. Table 3 below shows the projected fiscal year 2023-24 Special Tax levy, an allocation of the aggregate appraised value of the property by property owner, the allocation of the principal amount of the 2024 Bonds, and the estimated debt to allocated appraised value ratios for the parcels in the District, all based on the status of the parcels in the District as of December 4, 2023. See "THE DISTRICT —Heirloom Farms," and "— The Developer" for more information regarding the status of ownership and development of parcels in the District as of December 4, 2023. Table 3 Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) Estimated Value to Lien Ratios by Development Status and Property Owner Percent of Projected Projected Fiscal Year Fiscal Year Percent of 2024-25 2024-25 Appraised Maximum Maximum Special Tax Special Tax Appraised 2024 Value -to - Property Owner(') Parcels Special Tax Special Tax Levy(2).(4) Levy(4) Value BondSQ,(4) Lien(4) Developed Individual 118 $344,367 40.51% $321,031 41.98% $70,060,000 $5,234,990 13.38:1 Developed Meritage Homes 146 385,077 45.30 371,017 48.52 29,023,231 6,050,086 4.80:1 Subtotal Developed 264 $729,444 85.81% $692,048 90.50% $99,083,231 $11,285,076 8.78:1 Approved Meritage Homes 57 $120,596 14.19% $72,664 9.50% $7,638,769 $1,184,924 6.45:1 Subtotal Approved 57 $120,596 14.19% $72,664 9.50% $7,638,769 $1,184,924 6.45:1 Totals 321 $850,040 100.00% $764,713 100.00% $106,722,000 $12,470,000 8.56:1 (1) Based upon ownership information and development status as of December 4, 2023. (2) Based upon the debt service requirement of the 2024 Bonds and includes priority administration in the amount of $30,000. (3) Allocated based on the projected Fiscal Year 2024-25 Special Tax Levy. (4) Preliminary, subject to change. Source: Webb Municipal Finance, LLC Of the 57 parcels of Approved Property, as of December 4, 2023, 36 are to be developed with the Sultana product and 21 with the Valiant product. See "THE DISTRICT —Heirloom Farms — Summary of Development" and "—Status of Home Construction and Sales" for more information regarding the developments in the District. The following Table 4 sets forth the distribution of appraised value -to -District lien ratios among the 321 parcels of Taxable Property based on the parcels that existed, and their appraised values, as of December 4, 2023, the projected fiscal year 2024-25 Special Tax levy and the principal amount of the 2024 Bonds. -39- Table 4 Temecula Public Financing Authority CFD No. 20-01 (Heirloom Farms) Assessed Value to Lien Ratios Percent of Projected Total Projected Appraised No. of Appraised FY 2024-25 FY 2024-25 2024 Aggregate Value to Lien Parcels Value(') Levv(5) Levv(5) Bonds(2),(5) Value-to-Lien(s) Less than 4.00:1(3) 63 $10,638,158 $175,110 22.9070 $2,855,480 3.73:1 Between 4.00:1 and 7.99:1 98 15,681,332 214,632 28.07 3,499,961 4.48:1 Between 8.00:1 and 11.99:1 30 3,612,510 24,117 3.15 393,266 9.19:1 Greater than 11.99:10) 130 76,790,000 350,854 45.88 5,721,292 13.42:1 Total 321 $106,722,000 $764,713 100.0070 $12,470,000 8.56:1 (1) Appraised valuation as of December 4, 2023, as reported in the Appraisal. (2) Allocation is based upon the projected FY 2024-25 Special Tax Levy and includes $30,000 in priority administration expenses. (3) Lowest estimated Value -to -Lien is 2.97:1. (4) Highest estimated Value -to -Lien is 14.38:1. (5) Preliminary, subject to change. Source: Webb Municipal Finance, LLC All of the parcels with less than a 4.00:1 Appraised Value to Lien ratio are categorized as Developed Property under the Rate and Method (see "SECURITY FOR THE 2024 BONDS — Summary of Rate and Method — Classification of Property"), but may have had very little vertical construction underway as of December 4, 2023. Special Tax Delinquencies The Special Tax A was first levied on property in the District in Fiscal Year 2023-24, with the first installment of Special Tax A delinquent if not paid by December 11, 2023. As of December 11, 2023, of the total $192,436.24 of Special Tax A delinquent if not paid by December 11, 2023, 37 parcels were delinquent in payment of an aggregate of $45,432.59 of Special Tax A, or a 23.61% delinquency rate. As of February 12, 2024, of the 37 previously delinquent parcels the owners of parcels had cured the delinquencies, leaving an aggregate of $ in delinquent Special Tax A payments or a % delinquency rate. According to the Developer, the current delinquencies appear to all relate to homes conveyed by the Developer to individual homeowners between April 6, 2023 and September 29, 2023. During that same time period, the Developer closed a total of 90 homes. Typically, the homeowner is credited in escrow for the Developer's share of an estimated or actual annual real property tax bill based upon the portion of the year the particular assessor's parcel was owned by the Developer. However, depending upon when a home is conveyed and how long it takes the County to reflect the change of ownership on the tax roll, the County may send the property tax bill to the prior owner and not the new homeowner. The specific cause of each of the current delinquencies cannot be determined. However, in the case of the 37 delinquent parcels in the District as of December 11, 2023, the Developer has determined 31 of the Fiscal Year 2023 24 property tax bills were sent by the County to the Developer's corporate office in Arizona prior to November 1, 2023 and they were not then forwarded to the applicable homeowners. It has not been the Developer's common practice to forward property tax bills to the new homeowners in any of its new neighborhoods in Riverside County and the Developer has indicated it has not seen as many delinquencies in the other districts as have been experienced with respect to the December 11, 2023 payments in this District. The Developer has now mailed notices to each homeowner whose assessor's parcel appears to be delinquent with a copy of the parcel's real property tax bill obtained from the County website. The notice reminds -40- the homeowner of the need to pay the bill when due and reminds them to contact their mortgagor to make the required payment if the property taxes have been impounded by the mortgagor. The Developer has also indicated it will adopt a post closing procedure for future home closings in this District to forward property tax bills they receive from the County relating to closed homes to the homeowner with a reminder to pay the bill on or prior to the delinquency date of each installment. 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 5. The table was prepared by the Special Tax Consultant and is included for general information purposes only. Neither the Authority nor the Underwriter has reviewed this report for completeness or accuracy and they make no representation in connection therewith. -41- Table 5 Temecula Public Financing Authority Community Facilities District No. 20-01 (Heirloom Farms) Direct and Overlapping Bonded Debt I. APPRAISED VALUE Appraised Valuation(1) II. LAND SECURED BOND INDEBTEDNESS Total Parcels Outstanding Direct and Overlapping Bonded Debt Type Levied TPFA CFD No. 20-01 (Heirloom Farms) CFD 321 TOTAL OUTSTANDING LAND SECURED BONDED DEBT Authorized and Unissued Direct and Overlapping Bonded Debt Type The District CFD TOTAL UNISSUED LAND SECURED INDEBTEDNESS TOTAL OUTSTANDING AND UNISSUED LAND SECURED INDEBTEDNESS(4) III. GENERAL OBLIGATION BOND INDEBTEDNESS Outstanding Direct and Overlapping Bonded Debt Type Temecula Valley Unified School B & I (0.02389%) GO MT San Jacinto Comm College (0.01320%) GO Metropolitan Water East (0.00350%) GO EMWD Improvement District U-8 (0.00150%) GO RCWD Rancho Division (0.30000%)(6) REV TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT Authorized and Unissued Direct and Overlapping Indebtedness Type Temecula Valley Unified School B & I (0.02389%) GO MT San Jacinto Comm College (0.01320%) GO Metropolitan Water East (0.00350%) GO EMWD Improvement District U-8 (0.00150%) GO RCWD Rancho Division (0.30000%)(6) REV TOTAL UNISSUED GENERAL OBLIGATION INDEBTEDNESS TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION INDEBTEDNESS(4) TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING INDEBTEDNESS IV. Ratios to Appraised Valuation Outstanding Land Secured Bonded Debt Outstanding Direct and Overlapping Bonded Debt Issued Outstanding Applicable $12,470,000 $12,470,000(2),(7) 100.000% $106,722,000 Amount Applicable $12,470,000(7) $12,470,000 Total Parcels % Amount Levied Authorized Unissued Applicable Applicable 321 $17,000,000 $0(3) 100.000% $0 $0 $12,470,000(7) Total Parcels % Amount Levied Issued Outstanding Applicable Applicable 321 $1727747,035 $159,434,716 0.056480% $90,049 321 295,000,000 242,210,000 0.013549 32,817 321 850,000,000 19,215,000 0.000456 88 321 16,000,000 2,934,000 0.077787 2,282 321 320,035,000 239,189,998 0.073017 174,649 $299,885 Total Parcels % Amount Levied Authorized Unissued Applicable Applicable 321 $230,000,000 $57,252,965 0.056480% $32,336 321 295,000,000 0 0.013549 0 321 850,000,000 0 0.000456 0 321 16,000,000 0 0.077787 0 321 320,035,000 0 0.073017 0 $32,336 $332,221 8.56:1(7) 8.36:1(7) $12,769,885(7) $12,802,221(7) (1) Appraised valuation as of December 4, 2023, as reported in the Appraisal Report. (2) Amount Outstanding is equal to the initial par amount of the 2024 Bonds. (3) Additional bonds may be issued for refunding purposes only. (4) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for Fiscal Year 2023-24. (5) Percentage applicable determined by Fiscal Year 2023-24 Equalized Roll Assessed Value information. (6) RCWD Rancho Division is assessed at 0.30000% of land assessed value only. (7) Preliminary, subject to change. Source: Webb Municipal Finance, LLC -42- Sample Tax Bill Table 6 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 2024-25, based on the projected Special Tax levy for that fiscal year. Table 6 Temecula Public Financing Authority CFD No. 20-01 (Heirloom Farms) Average Fiscal Year 2024-25 Tax Obligation(') For Individually -Owned Parcels of Developed Property Average Home Value(2) $593,729 Ad Valorem Property Taxes: Basic Levy (1.0000%) $5,937.29 Temecula Valley Unified School B & I (0.02389%) 141.84 MT San Jacinto Comm College (0.01320%) 78.37 Metropolitan Water East (0.00350%) 20.78 EMWD Improvement District U-8 (0.00150%) 8.91 RCWD Rancho Division (0.30000%)(3) 445.30 Total General Property Taxes $6,632.49 Assessment, Special Taxes & Parcel Charges: EMWD Infrastructure Availability Charge $11.60 Flood Control Stormwater/Cleanwater 3.60 Temecula Parks/Lighting Services 74.44 Temecula Residential Street Lights 25.68 Temecula Trash/Recycling 356.24 TPFA CFD 01-02 Harveston Services 115.18 MWD Standby East 6.94 Temecula Perimeter Landscaping Zone 24 100.00 TPFA CFD No. 20-01 Services(4) 540.50 TPFA CFD No. 20-01 Facilities(4) 2,720.61 Total Assessment Charges $3,954.79 Average Total Property Tax $10,587.27 Average Effective Tax Rate 1.78% (1) Average fiscal year 2024-25 tax rates based upon fiscal year 2024-25 Overlapping Taxes and Assessment Rates. (2) Average Projected Home Value is based upon average Appraised Values for parcels of Developed Property. (3) Rancho Water Rancho Division is assessed at 0.30000% of land assessed value only. (4) Reflects average projected fiscal year 2024-25 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 -43- 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. 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 2024 Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the 2024 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 2024 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 2024 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 2024 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 2024 Bonds. Property Value The value of land within the District is a critical factor in determining the investment quality of the 2024 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 -44- 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 As of December 4, 2023, the Developer owned 203 of the 321 parcels in the District not yet with completed sales to homebuyers. See "THE DISTRICT —The Developer." The lack of diversity in the obligation to pay the Special Tax represents a significant risk to the owners of the 2024 Bonds. Failure of the Developer to pay the annual Special Tax A when due could result in a default in payments of the principal of, and interest on, the 2024 Bonds. See "SPECIAL RISK FACTORS —Insufficiency of Special Tax Revenues" below. 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 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 A. 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 A, 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 A 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." This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Tax A within the District but does not pay taxes and assessments levied on the parcel (including Special Tax A), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. -45- 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 Tax A 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 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 Delinquency Maintenance Fund and, if fully depleted, 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 2024 Bonds. -46- Exempt Properties Certain properties are exempt from the Special Tax A 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 A; 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 A, will continue to be subject to the Special Tax A. 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 A. In addition, the Act provides that if property subject to the Special Tax A is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax A 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 A 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 Special Tax A, the Special Tax A 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 A and could have an adverse impact upon the timely payment of the Special Tax A. Moreover, if a substantial portion of land within the District becomes exempt from the Special Tax A 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 2024 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 2024 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 Tax A. 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 Tax A. The imposition of additional indebtedness could reduce the willingness and the ability of the property owners within the District to pay the Special Tax A when due. See "THE DISTRICT —Direct and Overlapping Governmental Obligations." Insufficiency of Special Taxes In order to pay debt service on the 2024 Bonds, it is necessary that the Special Tax A 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 -47- service on the Bonds to the extent Special Taxes are not paid on time and other funds are not available. See "SECURITY FOR THE 2024 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 A in any fiscal year at a rate in excess of the Maximum Special Tax A rates permitted under the Rate and Method and (ii) per the Act, under no circumstances will the Special Tax A 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 2024 BONDS —Summary of Rate and Method — Special Tax Formula — Calculation of Annual Special Taxes." Consequently, if a delinquency occurs, the Authority may be unable to replenish the Delinquency Maintenance Fund to the DMF Requirement and the Reserve Fund to the Reserve Requirement due to the limitation of the Maximum Special Tax A rates. If such defaults were to continue in successive years, the Delinquency Maintenance Fund and 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 2024 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 Tax A, from which funds necessary for the payment of principal of, and interest on, the 2024 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 A installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Special Tax A installment payments cannot be made separately from Special Tax B and 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 A installment payments in the future. See "SECURITY FOR THE 2024 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 A installments. See also "THE DISTRICT —Special Tax Delinquencies" for historical Special Tax delinquency history. Also, as noted under "SECURITY FOR THE 2024 BONDS —Summary of Rate and Method," the Act provides that under no circumstances will the Special Tax A 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. 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 A, as discussed in "SECURITY FOR THE 2024 BONDS —Covenant for Superior Court Foreclosure," may be -48- 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 2024 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 Tax A 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 A 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 2024 Bonds. Proceeds of Foreclosure Sales Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of Special Tax A, the Board of Directors, as the legislative body of the District, may order that the Special Tax A 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 2024 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 Tax A 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 A installment to protect its security interest. 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 2024 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 Developer or any other owner of a significant number of the taxable parcels in the District could -49- 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 In early September 2022, an almost 24,000 acre fire, the Fairview fire, came within 10 miles of the boundary of the District. Heavy rain and thunderstorms that occurred four days after the start of the fire benefitted firefighters in extinguishing the fire. While some areas were evacuated for a short period, there were no evacuations of City residents. Otherwise, there were two other wildfires in the last four years, the Chaparral fire in 2021 and the Tenaja fire in 2019, in the general area neither of which affected property in the City. 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. Disclosure to Future Purchasers The willingness or ability of an owner of a parcel to pay the Special Tax A, 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 A authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax A on the parcel should the Special -50- Tax A 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 Taxes 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 A, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax A when due. Potential Early Redemption of 2024 Bonds from Special Tax Prepayments Property owners within the District are permitted to prepay their Special Tax A in full or in part at any time. Any such prepayments will result in a mandatory redemption of 2024 Bonds on any date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the Special Tax A prepayment. Any resulting redemption of 2024 Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 2024 Bonds. The Authority cannot predict whether and if so when Special Tax A prepayments will occur in the future. See "THE 2024 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 Authority, or the administration of the District and the Bonds. The Authority 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, the Authority and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. Public Health Emergencies The COVID-19 Pandemic commenced in approximately March 2020 and resulted in a global public health crisis that was fluid and unpredictable with unknown financial and economic impacts. The health emergency and related declarations have ceased, although investors continue to be cautioned that the Authority cannot predict the full impacts that the COVID-19 Pandemic may have had either directly or indirectly on the development and sales of homes in the District. Further, there could be future outbreaks of other COVID-19 variants or -51- other public health emergencies that could have material adverse effects on the development and sales of homes in the District. No prediction can be made with respect to possible future COVID-19 outbreaks and related public health and governmental authorities' orders and actions. Such effects, if and as they arise, could have a material adverse effect on the ability to sell lots and develop the homes in the District as planned, and no assurance can be provided that will be able to (a) complete in whole or in any part, or within any particular time, the 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, 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. No Acceleration Provision The 2024 Bonds and the Fiscal Agent Agreement do not contain a provision allowing for the acceleration of the 2024 Bonds in the event of a payment default or other default under the terms of the 2024 Bonds or the Fiscal Agent Agreement or in the event interest on the 2024 Bonds becomes included in gross income for federal income tax purposes. Taxability Risk As discussed herein under the caption "TAX MATTERS," interest on the 2024 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2024 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 2024 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 2024 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 2024 Bonds. Prospective purchasers of the 2024 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 2024 Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the 2024 Bonds from gross income for federal income tax purposes. If the exclusion of interest on the 2024 Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the 2024 Bonds would be adversely impacted. Enforceability of Remedies The remedies available to the Fiscal Agent and the registered owners of the 2024 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 2024 Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the 2024 Bonds is -52- 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 2024 Bonds. There can be no assurance that any secondary market will develop for the 2024 Bonds. Investors should understand the long-term and economic aspects of an investment in the 2024 Bonds and should assume that they will have to bear the economic risks of their investment to maturity. An investment in the 2024 Bonds may be unsuitable for any investor not able to hold the 2024 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 2024 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 owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution. Accordingly, although the matter is not free from doubt, it is likely that 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 2024 Bonds. -53- 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 Tax A in a manner that does not interfere with the timely repayment of the 2024 Bonds, but which does reduce the maximum amount of Special Tax A 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 Tax A in amounts greater than the amount necessary for the timely retirement of the 2024 Bonds. Therefore, no assurance can be given with respect to the levy of Special Tax A 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 Tax A 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 2024 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 2024 Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the 2024 Bonds might be affected as a result of such an audit of the 2024 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 2024 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 2024 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 2024 Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the 2024 Bonds. -54- 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 2024 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"). However, 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 2024 Bonds may result in collateral federal income tax consequences to certain taxpayers. Prospective purchasers of the 2024 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 2024 Bonds is the price at which a substantial amount of such maturity of the 2024 Bonds is first sold to the public. The Issue Price of a maturity of the 2024 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 2024 Bonds is less than the principal amount payable at maturity, the difference between the Issue Price of each such maturity, if any, of the 2024 Bonds (the "OID 2024 Bonds") and the principal amount payable at maturity is original issue discount. For an investor who purchases an OID 2024 Bond in the initial public offering at the Issue Price for such maturity and who holds such OID 2024 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 2024 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 2024 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 2024 Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID 2024 Bonds. Owners of 2024 Bonds who dispose of 2024 Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase 2024 Bonds in the initial public offering, but at a price different from the Issue Price or purchase 2024 Bonds subsequent to the initial public offering should consult their own tax advisors. If a 2024 Bond is purchased at any time for a price that is less than the 2024 Bond's stated redemption price at maturity or, in the case of an OID 2024 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 having purchased a 2024 Bond with market discount subject to the market discount rules of the -55- Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a 2024 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 2024 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 2024 Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the 2024 Bonds. An investor may purchase a 2024 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 2024 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 2024 Bond. Investors who purchase a 2024 Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the 2024 Bond's basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the 2024 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 2024 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 2024 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 2024 Bonds. If an audit is commenced, under current procedures the Service may treat the Authority as a taxpayer and the 2024 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 2024 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 2024 Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any 2024 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 2024 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 2024 Bonds is exempt from California personal income taxes. Ownership of the 2024 Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral -56- consequences arising with respect to the 2024 Bonds. Prospective purchasers of the 2024 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 2024 Bonds is set forth in Appendix D. LEGAL MATTERS Concurrent with the issuance of the 2024 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 2024 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 2024 Bonds. At times Quint & Thimmig LLP represents Stifel, Nicolaus & Company, Inc., the Underwriter for the 2024 Bonds, in matters unrelated to the 2024 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 2024 Bonds. NO LITIGATION The Authority is not aware of any pending or threatened litigation challenging the validity of the 2024 Bonds, the Special Taxes securing the 2024 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 2024 Bonds. The Bond Purchase Agreement between the Authority and the Underwriter requires that the Developer deliver a certificate on the date of issuance of the 2024 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 Fieldman, Rolapp & Associates, Inc. has acted as Municipal Advisor (the "Municipal Advisor") to the Authority in connection with the issuance of the 2024 Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution and delivery of the 2024 Bonds. The Municipal Advisor will receive compensation contingent upon the sale and delivery of the 2024 Bonds. The Municipal Advisor has not audited, authenticated or otherwise independently verified the information set forth in this Official Statement or any other related information available, with respect to accuracy or completeness of disclosure of -57- such information. Because of this limited participation, the Municipal Advisor makes no guarantee, warranty or other representation with respect to the accuracy or completeness of this Official Statement, or any other matter related to this Official Statement. UNDERWRITING The 2024 Bonds are being purchased through negotiation by Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Underwriter agreed to purchase the 2024 Bonds at a price of $ (which is equal to the par amount of the 2024 Bonds, less an original issue discount 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 2024 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 2024 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 Developer Although the Developer is not an obligated person under Rule 15c2-12, the Developer has agreed, for the benefit of the owners of the 2024 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 Developer has advised that it has not failed in any material respect to comply 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 northern California within the past five years. However, in connection with a continuing disclosure obligation entered into with respect to the $14,735,000 Improvement Area No. 1 of the City of Dixon Community Facilities District No. 2019-1 (Homestead) Special Tax Bonds, Series 2020, the Developer was late in filing its first periodic report due June 15, 2021. The oversight was discovered in August 2021, and the Developer promptly filed a curative report on August 23, 2021 or approximately two months after the due date. Additionally, in connection with the -58- phased acquisition of lots from the master developer of property within the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 ("Roseville CFD No. 1, IA No. 1"), the Developer executed a Continuing Disclosure Certificate (Assumption by Builder), dated August 13, 2021 (the "CDC Assumption"), with respect to the acquisition of Villages C-11 (34 projected units), C-12 (95 projected units), C-14 (20 projected units), and C-15 (20 projected units). The CDC Assumption relates to the issuance of $10,905,000 City of Roseville Creekview Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds Series 2020, and requires the filing of periodic reports by May 1 and November 1 of each year with respect to the property referenced, commencing November 1, 2021. The Developer was late in filing its first periodic report due November 1, 2021. The oversight was discovered in late April 2022, and the Developer promptly filed a curative report on April 28, 2022 or approximately six months after the due date. Identification of the above -described events does not constitute a representation by the Developer that such events were material. The Developer has represented that, other than described above, it has 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. The obligations of the 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 2024 Bonds; and (ii) the date on which the Developer has conveyed 257 homes within the District to individual homeowners. See Appendix F — "Form of Continuing Disclosure Certificate of the Developer" for a complete copy of the Continuing Disclosure Certificate. Remedies for Failures to Comply A failure by the Authority or the Developer to comply with the provisions of its respective Continuing Disclosure Agreement or Continuing Disclosure Certificate is not an event of default under the Fiscal Agent Agreement (although the holders and beneficial owners of the 2024 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 2024 Bonds. Therefore, a failure by the Authority to comply with the provisions of its Continuing Disclosure Agreement may adversely affect the marketability of the 2024 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 2024 Bonds. -59- 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.20-01 (HEIRLOOM FARMS) 0 20009.25:J19441 Executive Director 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 2024 Bonds are payable solely from the proceeds of the Special Tax A received by the Authority 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 2019 112,561 2,419,057 39,605,361 2020 112,512 2,440,719 39,648,938 2021 109,881 2,418,727 39,286,510 2022 109,468 2,430,976 39,078,674 2023 108,899 2,439,234 38,940,231 Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2010-23, with 2020 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(') 2018 Riverside County 1,092,400 1,044,600 47,800 4.4% California 19,398,200 18,582,800 815,400 4.2 United States 162,075,000 155,761,000 6,314,000 3.9 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 Riverside County 1,129,600 1,046,700 California 18,923,200 17,541,900 United States 161,204,000 152,581,000 2022(2) Riverside County 1,152,100 1,104,100 California 19,252,000 18,440,900 United States 164,287,000 158,291,000 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 48,000 4.2 811,100 4.2 5,996,000 3.6 Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2010-22, 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 2022. CITY OF TEMECULA Top 10 Employers For the 2022 Fiscal Year(') % of Employer Employees Total Temecula Valley Unified School District 3,000 4.95% Abbott Laboratories 1,500 2.48 Temecula Valley Hospital 1,009 1.67 Milgrad Manufacturing Inc. 515 .85 Walmart 500 .83 Costco Wholesale 500 .83 Southwest Traders, Inc. 484 .80 FFF Enterprises 366 .60 Macy's 295 .49 Temecula Valley Winery Management 274 .45 Total Top 10 8,443 13.95% Source: City of Temecula 2021-22 Annual Comprehensive Financial Report. (1) Latest available full -year data. The following table lists the top 10 employers within the County for 2022. RIVERSIDE COUNTY Top 10 Employers For the 2022 Fiscal Year(') % of Employer Employees Total Riverside County 23,772 2.13% Amazon 14,500 1.30 March Air Reserve Base 9,600 .86 University of California Riverside 8,593 .77 Moreno Valley Unified School District 6,020 .54 Kaiser Permanente Riverside Medical Center 5,817 .52 Corona -Norco Unified School District 5,478 .49 Riverside Unified School District 5,431 .49 Stater Bros 4,699 .42 Mt. San Jacinto Community College District 4,638 .42 Total Top 10 88,548 7.94% Source: Riverside County 2021-22 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-