Loading...
HomeMy WebLinkAbout022211 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (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 II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET FEBRUARY 22, 2011 — 7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. 6:00 P.M. - Closed Session of the City Council/Temecula Redevelopment Agency pursuant to Government Code Section: 1. Conference with City Attorney pursuant to Government Code Section 54956.9(a) with respect to one matter of pending litigation to which the City is a defendant. The title of the litigation is City of Temecula v. Pechanga Band of Luiseno Indians, United States District Court Case No. CV10-07378 DSF(VBK), Central District of California. Public Information concerning existing litigation between the City and various parties may be acquired by reviewing the public documents held by the City Clerk. Next in Order: Ordinance: 11-02 Resolution: 11-18 CALL TO ORDER: Mayor Ron Roberts Prelude Music: Susan Miyamoto Invocation: Pastor Bill Williamson of Grace Presbyterian Church Flag Salute: Council Member Washington ROLL CALL: Comerchero, Edwards, Naggar, Washington, Roberts PRESENTATIONS/PROCLAMATIONS Taste of the Valley Presentation Reality Rally Presentation 1 PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the Council on items that appear within the Consent Calendar or ones that are not listed on the agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council on an item which is listed on the Consent Calendar or a matter not listed on the agenda, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business matters on the agenda, a "Request to Speak" form must be filed with the City Clerk prior to the Council addressing that item. There is a five minute (5) time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (10) minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Standard Ordinance and Resolution Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Action Minutes RECOMMENDATION: 2.1 Approve the action minutes of February 8, 2011. 3 List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 2 4 Property Insurance Renewal RECOMMENDATION: 4.1 Approve the City of Temecula Property Insurance Policy renewal with Travelers Insurance Company and Empire Indemnity Insurance Company for the period of February 26, 2011 through February 26, 2012, in the amount of $346,942. 5 Approval of 2010-11 Mid -Year Budget Adjustments RECOMMENDATION: 5.1 Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, AMENDING THE FISCAL YEAR 2010-2011 ANNUAL OPERATING BUDGET 6 Lease Agreement with Richards, Watson & Gershon (RWG) at Temecula Civic Center RECOMMENDATION: 6.1 Approve a lease agreement with Richards, Watson & Gershon (RWG) for office space in the Temecula Civic Center, parking facilities available to the public, and provide access to a conference room. 7 Purchase of Eden Software Support and Maintenance RECOMMENDATION: 7.1 Approve the purchase of annual financials and payroll software support from Eden Systems, Inc. for the fiscal year 2010-11, for the total amount of $37,169.80. 8 Acceptance of the Grant Deed for the transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula RECOMMENDATION: 8.1 Accept the Grant Deed for the transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula. 3 9 Authorize Temporary Street Closure on Rancho Vista Road in front of Temecula Valley High School for the Every 15 Minutes Program RECOMMENDATION: 9.1 Receive and file the following proposed action by the City Manager: Temporarily close a portion of Rancho Vista Road for the: 'EVERY 15 MINUTES PROGRAM EVENT' 10 Temporary Street Closures for 2011 Springfest Events RECOMMENDATION: 10.1 Receive and file the following proposed action by the City Manager: Temporarily close certain streets for the following 2011 Springfest Events: 'SPRING ROD RUN' 'BLUEGRASS FESTIVAL' 'REALITY RALLY' TASTE OF THE VALLEY' 11 Approval of an Agreement for Funding Acquisition of Mitigation Property for the French Valley Parkway / Interstate -15 Over -Crossing and Interchange Improvements Project - Phases I and II RECOMMENDATION: Approve the $73,035.25 agreement between the Riverside County Regional Conservation Authority (RCA) and City of Temecula funding the acquisition of 5 - acres of mitigation property. 12 Acceptance of Improvements and Notice of Completion for the Citywide Slurry Seal Project FY 2009-10, Project No. PW10-01 RECOMMENDATION: 12.1 Accept the construction of the Citywide Slurry Seal Project FY 2009-10, Project No. PW 10-01, as complete; 12.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; 12.3 Release the Materials and Labor Bond seven months after filing the Notice of Completion if no liens have been filed. 4 13 Acceptance of Improvements and Notice of Completion for the Citywide Concrete Repairs FY 2009-10, Project No. PW10-02 RECOMMENDATION: 13.1 Accept the construction of the Citywide Concrete Repairs FY 2009-10, Project No. PW 10-02, as complete; 13.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; 13.3 Release the Materials and Labor Bond seven months after filing of the Notice of Completion if no liens have been filed. 14 Acceptance of Improvements and Notice of Completion for the Citywide Slurry Seal Project FY 2009-10, Project No. PW09-06 RECOMMENDATION: 14.1 Accept the construction of the Citywide Slurry Seal Project FY 2009-10, Project No. PW 09-06, as complete; 14.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; 14.3 Release the Materials and Labor Bond seven months after filing of the Notice of Completion if no liens have been filed. ******************** RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE CITY OF TEMECULA REDEVELOPMENT AGENCY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY ******************** 5 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: No. CSD 11-01 Resolution: No. CSD 11-01 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero CSD PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name for the record. CSD CONSENT CALENDAR 15 Action Minutes RECOMMENDATION: 15.1 Approve the action minutes of February 8, 2011. 16 Approval of 2010-11 Mid -Year Budget Adjustments RECOMMENDATION: 16.1 Adopt a resolution entitled: RESOLUTION NO. CSD 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS 6 CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGERS REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, March 8, 2011, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California. 7 TEMECULA REDEVELOPMENT AGENCY MEETING Next in Order: Ordinance: No. RDA 11-01 Resolution: No. RDA 11-02 CALL TO ORDER: Chair Person Mike Naggar ROLL CALL: AGENCY MEMBERS: Comerchero, Edwards, Roberts, Washington, Naggar RDA PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Redevelopment Agency on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name for the record. RDA CONSENT CALENDAR 17 Action Minutes RECOMMENDATION: 17.1 Approve the action minutes of February 8, 2011. 18 Approval of the 2010-11 Mid -Year Budget Adjustments RECOMMENDATION: 18.1 Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS 8 19 Grant Deed for the transfer of Agency owned property known as the Town Square Market Place from the Agency to the City of Temecula RECOMMENDATION: 19.1 Approve the Grant Deed for the transfer of Agency owned property, known as the Town Square Market Place, from the Redevelopment Agency to the City of Temecula. RDA BUSINESS 20 Overview of Temecula Redevelopment Programs and Benefits of Redevelopment to the Community RECOMMENDATION: 20.1 Receive and file. RDA PUBLIC HEARING Any person may submit written comments to the Redevelopment Agency before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 21 Owner Participation Agreement for a Mixed Use Affordable Housing Development located at 28693 Old Town Front Street (APN: 922-046-010 & 011) RECOMMENDATION: 21.1 Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AGREEMENT BETWEEN THE AGENCY AND FRONT STREET PLAZA PARTNERS, INC. FOR PROPERTY LOCATED AT 28693 OLD TOWN FRONT STREET, TEMECULA 9 22 Owner Participation and Conditional Grant Agreement between the Redevelopment Agency of the City of Temecula and AMCAL Pujol Fund LP for the development of affordable housing located at 28673, 28681, and 28701 Pujol Street, Temecula, CA (APN: 922-062-003, 004, and 005) RECOMMENDATION: 22.1 Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AND CONDITIONAL GRANT AGREEMENT BETWEEN THE AGENCY AND AMCAL PUJOL FUND LP A CALIFORNIA LIMITED PARTNERSHIP FOR PROPERTY LOCATED AT 28673, 28681, 28701 PUJOL STREET, TEMECULA JOINT CITY COUNCIL/REDEVELOPMENT PUBLIC HEARING 23 Funding Agreement ("Agreement") between the Redevelopment Agency of the City of Temecula and the City of Temecula for Certain Public Improvements to be owned by the City within the Temecula Redevelopment Agency Project Area RECOMMENDATION: 23.1 Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" 23.2 Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" 10 JOINT CITY COUNCIL/REDEVELOPMENT AGENCY/TEMECULA PUBLIC FINANCING AUTHORITY BUSINESS 24 Issuance of Tax Allocation Bonds by the Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, Tax Allocation Housing Bonds, 2011 Series A RECOMMENDATION: 24.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA OF 2011 TAX ALLOCATION HOUSING BONDS 24.2 That the Redevelopment Agency adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS 24.3 That the Authority adopt a resolution entitled: RESOLUTION NO. TPFA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, AND APPROVING OTHER MATTERS RELATED THERETO RDA DEPARTMENTAL REPORT 25 Redevelopment Department Monthly Report RDA EXECUTIVE DIRECTORS REPORT RDA AGENCY MEMBERS REPORTS RDA ADJOURNMENT Next regular meeting: Tuesday, March 8, 2011, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California. 11 TEMECULA PUBLIC FINANCING AUTHORITY MEETING Next in Order: Ordinance: No. TPFA 11-01 Resolution: No. TPFA 11-02 CALL TO ORDER: Chair Person Ron Roberts ROLL CALL: BOARD OF DIRECTORS: Comerchero, Edwards, Roberts, Washington, Roberts TPFA PUBLIC COMMENTS A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the Board of Directors on an item not on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items, a "Request to Speak" form must be filed with the City Clerk Prior to the Board of Directors addressing that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name for the record TPFA CONSENT CALENDAR 26 Action Minutes RECOMMENDATION: 26.1 Approve the action minutes of February 8, 2011. TPFA BOARD OF DIRECTORS REPORTS TPFA ADJOURNMENT Next regular meeting: Tuesday, March 8, 2011, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California. 12 RECONVENE TEMECULA CITY COUNCIL CITY COUNCIL BUSINESS 27 Establishing the Temecula Housing Authority 27.1 Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING THE NEED FOR A HOUSING AUTHORITY IN THE CITY OF TEMECULA AND ACTIVATING THE TEMECULA HOUSING AUTHORITY 28 Community Service Funding Program for fiscal year 2010-11 RECOMMENDATION: 28.1 Review and approve the fiscal year 2010-11 Community Service Funding Program grants pursuant to the attached spreadsheet outlining the Ad Hoc Subcommittee's recommendations of $47,000 to 15 organizations. DEPARTMENTAL REPORTS 29 Planning Department Monthly Report 30 City Council Travel/Conference Report - January 2011 31 Public Works Department Monthly Report 32 Police Department Monthly Report 13 CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, March 8, 2011, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet (including staff reports) will be available for viewing at the Main Reception at City Hall (41000 Main Street, Temecula) or at the Temecula Library (30600 Pauba Road, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time, the packet may as well be accessed on the City's website — www.cityoftemecula.orq Supplemental material received after the posting of the Agenda Any supplemental material distributed to a majority of the City Council regarding any item on the Agenda, after the posting of the Agenda, will be available for public review at the Main Reception at the Civic Center (41000 Main Street, Temecula — 8:00 — 5:00 PM). In addition, such material will be made available on the City's web — www.cityoftemecula.orq — and will be available for public review at the respective meeting. If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Clerk's Department — 951-694-6444. 14 PRESENTATIONS CONSENT CALENDAR Item No. 1 Item No. 2 ACTION MINUTES TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET FEBRUARY 8, 2011 - 7:00 PM 5:30 P.M. - Closed Session of the City Council/Temecula Redevelopment Agency pursuant to Government Code Section: 1. Conference with real property negotiators pursuant to Government Code Section 54956.8 regarding real property negotiations for property owned by Riverside County Flood Control and Water Conservation District. The subject real property is the second lot west of the westerly terminus of Western Bypass/Temecula Parkway in the City of Temecula, California, and is identified as Riverside County Assessor's Parcel Numbers 922-110-032 and 922-210-062. The negotiating parties are the City of Temecula and the Riverside County Flood Control and Water Conservation District. The City negotiators are Greg Butler and Will Becerra. Under negotiation are the price and terms for the acquisition of the property. 2. Conference on Real Property Negotiations pursuant to Government Code 54956.8 regarding approximately 1.5 acres of real property located on the west side of Pujol Street at 28673-28701 Pujol Street, Temecula; APN 922- 062-003 & 922-062-004 & 922-062-005). The negotiating parties are AMACL Multi -Housing Inc and the Redevelopment Agency of the City of Temecula. Negotiators for the Redevelopment Agency of the City of Temecula are: Bob Johnson, Patrick Richardson and Luke Watson. Under negotiation are the price and terms of Agency's acquisition of certain property interests through an Owner Participation Agreement for the development of affordable housing on the property. 3. Conference on Real Property Negotiations pursuant to Government Code 54956.8 regarding Redevelopment Agency owned property located on the north and south sides of Main Street just west of Mercedes Street, Temecula (APN 922-034-029, 030,031, 032, 033, 034 & 922-044-019, 027, 026, 029). The negotiating parties are Pelican Vista, LLC and the Redevelopment Agency of the City of Temecula. Negotiators for the Redevelopment Agency of the City of Temecula are: Bob Johnson, Patrick Richardson and Luke Watson. Under negotiation are the price and terms of a ground lease and Disposition and Development Agreement for the potential lease and development on the property. Action Minutes1020811 1 4. Conference with City Attorney pursuant to Government Code Section 54956.9(a) with respect to one matter of pending litigation to which the City is a defendant. The title of the litigation is City of Temecula v. Pechanga Band of Luiseno Indians, United States District Court Case No. CV10-07378 DSF(VBK), Central District of California. At 5:30 P.M., Mayor Roberts called the City Council meeting to order and recessed the meeting to Closed Session to consider the matters described on the Closed Session agenda. The City Council meeting convened at 7:00 P.M. CALL TO ORDER: Mayor Ron Roberts Prelude Music: Justine and Derrick Tiu Invocation: Pastor Felicia Brown of Imani Church of God in Christ Flag Salute: Council Member Naggar ROLL CALL: Comerchero, Edwards, Naggar, Washington, Roberts Absent: Roberts PRESENTATIONS/PROCLAMATIONS Mayor's presentation to Temecula Valley Special Olympic Tennis Team Members Christopher Cole and Amanda Wetzel American Heart Month Proclamation PUBLIC COMMENTS The following individuals addressed the City Council under public comments: • George Rombach Temecula • Carol Monroe Temecula • Bret Kelley • Ton Vining • Paul Jacobs Temecula CITY COUNCIL REPORTS Action Minutes1020811 2 CONSENT CALENDAR 1 Standard Ordinance and Resolution Adoption Procedure - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Action Minutes - Approved Staff Recommendation (3-0-1-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent and Council Member Washington who abstained RECOMMENDATION: 2.1 Approve the action minutes of January 25, 2011. 3 List of Demands - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 11-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 City Treasurer's Report as of December 31, 2010 - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 4.1 Approve and file the City Treasurer's Report as of December 31, 2010. Action Minutes1020811 3 5 Transportation Uniform Mitigation Fee (TUMF) Community and Environmental Transportation Accountability Program (CETAP) Funding Agreement for the State Route 79 South/Interstate 15 Ultimate Interchange Project (Agreement No.11-72-041-00) - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 5.1 Approve the attached $5.4 million TUMF CETAP Funding Agreement between the Riverside County Transportation Commission (RCTC) and the City of Temecula for the Construction of the State Route 79 South/Interstate 15 Ultimate Interchange Project (Agreement No. 11-72-041-00); 5.2 Authorize the City Manager to execute the Agreement. 6 Acceptance of Improvements and Notice of Completion for the Road Reconstruction at Jedediah Smith Road, Project No. PVI/09-10 - Approved Staff Recommendation (4-0- 1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 6.1 Accept the construction of the Road Reconstruction at Jedediah Smith Road, Project No. PW 09-10, as complete; 6.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; 6.3 Release the Materials and Labor Bond seven months after filing of the Notice of Completion if no liens have been filed. 7 First Amendment to Professional GIS Consulting Services Agreement to enhance the City of Temecula's GIS Parcel and Centerline Data Layers - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMEDATION: 7.1 Approve and authorize the Mayor to execute the First Amendment to an Agreement between the City of Temecula and D&W Consulting for Professional GIS consulting services in the amount of $5,650 and extending the term of the agreement to June 2011. Action Minutes1020811 4 8 2011 Workers' Compensation Coverage Annual Renewal - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 8.1 Approve the contract with the City's current workers' compensation provider, Travelers Insurance Company, as the City's Employee Workers' Compensation Insurance Carrier for 2011 for an estimated reduced premium cost of $296,663. 9 Letter to County Auditor specifying how the Redevelopment Agency intends to fund the 2010-2011 Supplemental Educational Revenue Augmentation Fund ("SERAF") - Approved Staff Recommendation (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 9.1 Approve the letter to the Riverside County Auditor specifying how the Temecula Redevelopment Agency intends to fund its fiscal year 2010-2011 SERAF shift payment. 10 Resolution opposing the Governor's proposal to eliminate Redevelopment Agencies and letter to the Governor and State Legislators opposing the Governor's Budget Proposal for Fiscal Year 2011-2012 - Approved Staff Recommendation (4-0-1) — Council Member Comerchero made the motion; it was seconded by Council Member Naggar; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 10.1 Adopt a resolution entitled: RESOLUTION NO. 11-15 A RESOLUTION IN OPPOSITION TO THE GOVERNOR'S PROPOSAL TO ABOLISH REDEVELOPMENT AGENCIES IN CALIFORNIA 10.2 Approve a Letter to the Governor and local Legislators opposing the Governor's budget proposal for Fiscal Year 2011-2012. The following individuals addressed the City Council on this topic: • Robert Wheeler • Gary Thornhill • Paul Jacobs Murrieta Action Minutes1020811 5 At 8:11 P.M., the City Council convened as the Temecula Community Services District, the Redevelopment Agency, and the Temecula Public Financing Authority. At 8:23 P.M., the City Council resumed with regular business. PUBLIC HEARING 16 Approval for levying an assessment for fiscal year 2011-2012 in connection with the Temecula Valley Tourism Business Improvement District (TVTBID) - Approved Staff Recommendation (4-0-1) — Council Member Comerchero made the motion; it was seconded by Council Member Edwards; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 16.1 Conduct a public hearing to consider protests regarding the levy of an assessment in conjunction with the Temecula Valley Tourism Business Improvement District; 16.2 Instruct the City Clerk to tabulate any written protests which might be received prior to the close of the public hearing regarding the formation of the proposed District; 16.3 If the City Clerk reports that there is not a majority protest received regarding this District, then adopt a resolution entitled: RESOLUTION NO. 11-16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA LEVYING AN ASSESSMENT FOR FISCAL YEAR 2011-12 IN CONNECTION WITH THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) Tom DeMott, representing Embassy Suites, and Jason Curl, representing Temecula Creek Inn, addressed the City Council with regard to this item. 17 A Major Modification to the Temecula Regional Hospital Development Plan - Approved Staff Recommendation as amended (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent RECOMMENDATION: 17.1 Adopt a resolution entitled: Action Minutes1020811 6 RESOLUTION NO. 11-17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA10-0194, A MAJOR MODIFICATION TO A DEVELOPMENT PLAN (PA07-0200) FOR THE TEMECULA REGIONAL HOSPITAL TO CHANGE THE PHASING OF THE PROJECT BY REDUCING THE NUMBER OF BEDS FROM 170 TO 140 FOR PHASE I OF THE PROJECT, TO MODIFY THE BUILDING FACADES OF THE HOSPITAL TOWERS, TO RELOCATE THE TRUCK LOADING BAYS AND SERVICE YARD, TO RESTRICT SITE ACCESS TO AND FROM DEPORTOLA ROAD TO EMERGENCY VEHICLES, AND TO RELOCATE MECHANICAL EQUIPMENT FROM AN OUTDOOR AREA AT THE SERVICE YARD TO AN EXPANDED INDOOR AREA AT THE NORTHERN PORTION OF THE HOSPITAL BUILDING ON 35.3 ACRES GENERALLY LOCATED ON THE NORTH SIDE OF TEMECULA PARKWAY, APPROXIMATELY 800 FEET WEST OF MARGARITA ROAD (APN 959-080-001 THRU 004 AND 951-080- 007 THRU 010) The following individuals addressed the City Council regard to this agenda item: • Bill Seed • Steve Wilson • Frank Lopez • Dr. Gilbert Marrero • Dr. Andrew Doan • Wayne Hall • Paul Jacobs - Universal Health Systems - HMC Architect - Universal Heath Systems - Temecula - Temecula CITY COUNCIL BUSINESS 18 Community Development Block Grant Application Proposals for fiscal year 2011-12 RECOMMENDATION: 18.1 Approve the Community Development Block Grant (CDBG) Finance Committee funding recommendations for fiscal year 2011-12; - Approved Staff Recommendation with regard to the Boys & Girls Club (3-0-1-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent and Council Member Edwards who abstained Approved Staff Recommendation excluding the Boys & Girls Club(4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent Action Minutes1020811 7 18.2 Authorize the Director of Finance to execute Sub -Recipient Agreements for 2010-11 funding recipients and reprogram CDBG funds in accordance with the budget resolution for general administration of the fiscal year 2011-12 CDBG Funds. - Approved Staff Recommendation with regard to the Boys & Girls Club (3-0-1-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent and Council Member Edwards who abstained Approved Staff Recommendation excluding the Boys & Girls Club (4-0-1) — Council Member Naggar made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with the exception of Mayor Roberts who was absent CITY MANAGER REPORT CITY ATTORNEY REPORT City Attorney Thorson advised that with respect to the County Flood Control and Water Conservation District property (Closed Session Item No. 1), the City Council set just compensation and authorized the transmittal of an offer letter. With regard to Item Nos. 2 and 3, Mr. Thorson noted that the City Council gave staff direction and that no final action would be taken on these items unless at a public hearing before the City Council. As to Item No. 4, the City Council gave direction to provide a report with regard to the litigation relative to the Pechanga matter. ADJOURNMENT At 11:04 P.M., the City Council meeting was formally adjourned to Tuesday, February 22, 2011, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Adjourned in Honor of Ron and Jean Roberts' 50`" Wedding Anniversary *** ATTEST: Action Minutes1020811 8 Ron Roberts, Mayor Susan W. Jones, MMC City Clerk [SEAL] Action Minutes1020811 9 Item No. 3 Approvals City Attorney Director of Finance City ManageraOL ffile-r. fie, CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Roberts, Director of Finance DATE: February 22, 2011 SUBJECT: List of Demands PREPARED BY: Pascale Brown, Accounting Manager Leah Thomas, Accounting Specialist RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 11- 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: Resolution List of Demands RESOLUTION NO. 11- 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 $3,881,920.67 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 22nd day of February, 2011. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 11- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk CITY OF TEMECULA LIST OF DEMANDS 02/03/2011 TOTAL CHECK RUN $ 2,679,148.14 02/10/2011 TOTAL CHECK RUN 783,147.94 02/03/2011 TOTAL PAYROLL RUN: 419,624.59 TOTAL LIST OF DEMANDS FOR 02/22/2011 COUNCIL MEETING: $ 3,881,920.67 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 733,027.23 130 RECOVERY ACT JAG FUNDING 786.51 165 AFFORDABLE HOUSING 532,735.70 170 MEASURE A FUND 32,295.00 190 TEMECULA COMMUNITY SERVICES DISTRICT 344,759.27 192 TCSD SERVICE LEVEL B 76,828.03 194 TCSD SERVICE LEVEL D 630.34 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 4,750.06 197 TEMECULA LIBRARY FUND 11,225.89 210 CAPITAL IMPROVEMENT PROJECTS FUND 538,764.06 280 REDEVELOPMENT AGENCY - CIP PROJECT 17,439.66 300 INSURANCE FUND 4,294.04 320 INFORMATION SYSTEMS 35,689.73 330 SUPPORT SERVICES 13,342.94 340 FACILITIES 41,161.18 380 RDA DEBT SERVICE FUND 1,009,226.26 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 1,403.02 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 1,507.00 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,567.77 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 227.83 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 1,467.34 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 762.52 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 621.06 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 5,578.71 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 74.60 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 291.03 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 64.90 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 3,462.17 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,392.32 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 511.38 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 558.71 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 896.70 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 76.95 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 3,891.95 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 2,120.82 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 5,935.42 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 10,652.54 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 195.48 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 304.71 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 6,377.66 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 1,741.74 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 79.06 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 328.88 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 8,856.67 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 124.02 700 CERBT CALIFORNIA EE RETIREE-GASB45 4,267.22 $ 3,462,296.08 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 239,141.27 165 AFFORDABLE HOUSING 10,792.39 190 TEMECULA COMMUNITY SERVICES DISTRICT 101,675.73 192 TCSD SERVICE LEVEL B 143.98 194 TCSD SERVICE LEVEL D 900.02 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 896.78 197 TEMECULA LIBRARY FUND 412.44 280 REDEVELOPMENT AGENCY - CIP PROJECT 6,509.79 300 INSURANCE FUND 1,392.96 320 INFORMATION SYSTEMS 21,192.10 330 SUPPORT SERVICES 5,869.84 340 FACILITIES 8,542.56 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 91.05 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 60.71 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 72.04 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 13.32 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 146.64 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 26.42 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 37.76 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 248.86 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 2.02 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 11.01 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 6.99 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 165.85 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 35.43 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 20.69 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 17.61 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 41.34 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 3.47 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 153.66 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 82.43 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 223.01 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 376.95 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 9.02 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 9.87 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 212.33 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 68.25 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 2.98 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 9.87 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 313.11 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 6.02 700 CERBT CALIFORNIA EE RETIREE-GASB45 19,686.02 419,624.59 TOTAL BY FUND: $ 3,881,920.67 apChkLst Final Check Lisf Page: 1 02!0312011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check# Date Vendor Description Amount Paid Check Total 1635 01/28/2011 005460 U S BANK '10 RDA TABS Series B Debt Srvc Pmt 319,773.94 319,773.94 1636 01/28/2011 005460 U S BANK '06 RDA TABs Series A Debt Srvc Pmt 368,518.13 368,518.13 1637 01/28/2011 005460 U S BANK '10 RDA TABs Series A Debt Srvc Pmt 13,337.50 13,337.50 1638 01/28/2011 005460 U S BANK '02 RDA debt srvc pmt 640,708.13 640,708.13 1639 02/03/2011 010349 CALIF DEPT OF CHILD Support Payment 553.84 553.84 SUPPORT 1640 02/03/2011 000389 NATIONWIDE RETIREMENT OBRA- Project Retirement Payment 2,371.50 2,371.50 SOLUTION 1641 02/03/2011 000245 PERS - HEALTH INSUR Blue Shield HMO Payment 0.00 PREMIUM Blue Shield HMO Payment 0.00 PERS Health Admin Cost Payment 77,246.54 77,246.54 1642 02/03/2011 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 122,997.37 122,997.37 RETIREMENT) 1643 02/03/2011 001065 NATIONWIDE RETIREMENT Nationwide Retirement Payment 13,850.08 13,850.08 SOLUTION 1644 02/03/2011 000283 INSTATAX (IRS) Federal Income Taxes Payment 77,576.68 77,576.68 1645 02/03/2011 000444 INSTATAX (EDD) State Disability Ins Payment 22,546.26 22,546.26 1646 02/03/2011 000642 TEMECULA CITY FLEXIBLE Child Care Reimbursement Payment 8,752.89 Child Care Reimbursement Payment 0.00 8,752.89 143492 02/03/2011 003552 A F L A C AFLAC Cancer Payment 3,142.81 3,142.81 143493 02/03/2011 004973 ABACHERLI, LINDI TCSD instructor earnings 680.00 680.00 143494 02/03/2011 013696 ADRYLAN COMMUNICATIONS network/video svcs: Info Sys 647.06 647.06 INC 143495 02/03/2011 009374 ALLEGRO MUSICAL VENTURES piano bench: theater 196.50 196.50 143496 02/03/2011 006915 ALLIE'S PARTY EQUIPMENT Equip rental:old town winterfest 433.41 433.41 Pagel apChkLst Final Check List Page: 2 02!0312011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check# Date Vendor Description Amount Paid Check Total 143497 02/03/2011 003821 ALLSTAR FIRE EQUIPMENT equip repair/maint: Stn 73 731.79 731.79 143498 02/03/2011 009787 ALTEC INDUSTRIES INC VEHICLE REPAIR: PW TRAFFIC 153.01 VEHICLE REPAIR: PW TRAFFIC 1,747.24 vehicle repair/maint: pw/tcsd 1514.09 3.414.34 143499 02/03/2011 013015 ALWAYS RELIABLE backflow test/repairs:cityfacilities 902.20 902.20 BACKFLOW 143500 02/03/2011 004240 AMERICAN FORENSIC NURSES PHLEBOTOMY SRVCS:POLICE 605.80 (AFN) PHLEBOTOMY SRVCS:POLICE PHLEBOTOMY SRVCS:POLICE PHLEBOTOMY SRVCS:POLICE 851.60 492.96 728.36 2,678.72 143501 02/03/2011 001947 AMERIGAS propane refill: Stn 73 49.45 49.45 143502 02/03/2011 012951 APPLIED DEVELOPMENT DEC PLACEMAKING GROUP:QLMP 5,181.83 ECONOMICS DEC CNSLT SVC: QLMP 7,188 03 12,369.86 143503 02/03/2011 011752 ASAN SOCIETY GROUP refund:sec dep:rm rental:CRC 150.00 150.00 143504 02/03/2011 011954 BAKER & TAYLOR INC (25) BOOK PURCHASE: LIBRARY 732.81 732.81 143505 02/03/2011 004205 BALLET FOLKLORICO TCSD Instructor Eamings 210.00 210.00 143506 02/03/2011 011007 BARNETT, KIRK reimb:training room lamp 171.66 171.66 143507 02/03/2011 002541 BECKER CONSTRUCTION bridge repair:santa gertrudis 11,335.00 11,335.00 SRVS INC 143508 02/03/2011 004262 BIO-TOX LABORATORIES Dec DUI drug & alcohol screening:police 1,019.70 Dec DUI drug & alcohol screening:police 1,491.00 2,510.70 143509 02/03/2011 013684 BLUE SHIELD OF CALIFORNIA COBRA SUBSIDY PAYMENT FEB 2011 978.89 978.89 143510 02/03/2011 004778 BUREAU VERITAS NORTH DEC PLANCK SVCS: B&S 2,123.80 2,123.80 AMERICA 143511 02/03/2011 009082 C B C TECHNICAL INC misc supplies: Theater 200.32 200.32 Page2 apChkLst Final Check List Page: 3 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check Date Vendor (Continued) Description Amount Paid Check Total 143512 02/03/2011 003138 CAL MAT PW patch truck materials 725.90 PW patch truck materials 211.74 PW patch truck materials 558.70 PW patch truck materials 698.26 PW patch truck materials 349.64 PW patch truck materials 406.98 PW patch truck materials 1,224.59 PW patch truck materials 742.77 4,918.58 143513 02/03/2011 001159 CALIF DEPT OF JUSTICE Dec fingerprinting svcs: Police 2,211.00 2,211.00 143514 02/03/2011 004248 CALIF DEPT OF Dec DUI alcohol & drug screens:police 2590.00 2.590.00 JUSTICE-ACCTING 143515 02/03/2011 013469 CALTEC CORP Dec const: tcc expansion 12.235.05 12.235.05 143516 02/03/2011 004228 CAMERON WELDING SUPPLY welding supplies: PW Maint 825.05 welding supplies: PW Maint 105.84 930.89 143517 02/03/2011 000131 CARL WARREN & COMPANY Dec liability claims mgmt svcs:finance 1,884 39 1,884.39 INC 143518 02/03/2011 004006 CARROLL, JOSEPH Photography srvcs:coundl portraits 804.31 804.31 143519 02/03/2011 009640 CERTIFION CORPORATION DEC DATABASE SUBSCR: POLICE 150.00 150.00 143520 02/03/2011 000137 CHEVRON AND TEXACO City vehicles fuel: CM 148.76 148.76 143521 02/03/2011 013484 COMMUNITY ASSOCIATIONS refund:sec dep:picnic rental:Harveston 150.00 150.00 143522 02/03/2011 004405 COMMUNITY HEALTH Community Health Charities Payment 66.00 66.00 CHARITIES 143523 02/03/2011 000442 COMPUTER ALERT SYSTEMS alarm repair: Skate Park 75.00 75.00 143524 02/03/2011 000447 COMTRONIX Equip repair & maint:PD PA system 105.44 105.44 COMMUNICATIONS 143525 02/03/2011 013728 COROVAN MOVING AND equip relocation: info sys 13,250.40 13,250.40 STORAGE 143526 02/03/2011 001264 COSTCO WHOLESALE Misc supplies:city council 101.93 101.93 Page3 apChkLst Final Check List Page: 4 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date 143527 02/03/2011 143528 02/03/2011 143529 02/03/2011 143530 02/03/2011 143531 02/03/2011 143532 02/03/2011 143533 02/03/2011 143534 02/03/2011 143535 02/03/2011 143536 02/03/2011 143537 02/03/2011 Vendor 013379 COUSSOU, CELINE 003986 COZAD & FOX INC 010650 CRAFTSMEN PLUMBING & HVAC INC 007820 CROWTHER, MYRNA 013874 D D OFFICE PRODUCTS, INC 004123 D L PHARES & ASSOCIATES 004194 DLT SOLUTIONS INC 001393 DATA TICKET INC 004192 DOWNS COMMERCIAL FUELING INC 014009 DRIVERS LICENSE GUIDE COMPANY 007319 EAGLE ROAD SERVICE &TIRE INC 143538 02/03/2011 013730 ECORP CONSULTING INC 143539 02/03/2011 011202 EMH SPORTS & FITNESS INSTITUTE 143540 02/03/2011 011203 ENVIRONMENTAL CLEANING (Continued) Description Amount Paid Check Total TCSD Instructor Earnings 1/10-10/10 cnslt svc:santa marg plumbing repair: Stn 73 refund:beg salsa & bachata 2600.103 copier paper: civic center FEB LEASE PMT:PD OLD TOWN OFFICE software maint: Auto CAD Dec citations processing:police Fuel for City vehides: Police '11 I.D. checking guides:Police VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIR/MAINT: PW MAINT VEHICLE REPAIWMAINT: PW MAINT Nov bio study:walcott estates TCSD instructor earnings TCSD instructor earnings JAN JANITORIAL SVC: CITY PARKS 189.00 1.950.00 145.00 100.00 3,205.41 2,828.70 2,136.91 1,628.05 70.09 47.74 95.77 476.35 557.85 902.95 114.69 16.00 991.69 6,500.00 882.00 84.00 5,315.00 189.00 1,950.00 145.00 100.00 3,205.41 2,828.70 2,136.91 1,628.05 70.09 47.74 3,155.30 6,500.00 966.00 5,315.00 Page4 apChkLst Final Check List Page: 5 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143541 02/03/2011 001056 EXCEL LANDSCAPE 143542 02/03/2011 000206 FEDEX KINKOS INC 143543 02/03/2011 003347 FIRST BANKCARD CENTER 143544 02/03/2011 143545 02/03/2011 143546 02/03/2011 001264 COSTCO WHOLESALE 003198 HOME DEPOT, THE 001048 ROSAS CANTINA RESTAURANT 008567 GODADDY.COM INC. 007065 B & H PHOTO VIDEO INC 001264 COSTCO WHOLESALE 008668 WES FLOWERS 000177 GLENNIES OFFICE PRODUCTS INC 010434 CATERERS CAFE 008956 PANERA BREAD 008669 VONS 012915 LUCILLE'S BBQ 009720 STARBUCKS CORPORATION 004074 FRANCHISE MGMT SERVICES INC 002982 FRANCHISE TAX BOARD 010326 G E MOBILE WATER, INC (Continued) Description Amount Paid Check Total Dec landscape maint: Parks Dec landscape maint: medians Dec landscape maint: city facilities Dec landscape maint: parks Dec landscape maint: so slopes Dec landscape maint: no slopes shipping supplies: central svcs TT (1) wireless hp inkjet printer: IS TT Walkers Warehouse TT Heel-That-Pain.com TT electrical cords: Info Sys TT working Iunch:Civic Ctr move TT Temecula Theater domain name TT cable hanger: Info Sys TT credit: fraudulent charges TT (2) hp wireless inkjet printers:IS SN get well flowers: Jeanne Ward RJ cart: planning AA Iunch:Higher Ed Subcom mtg 12/10 AA refreshments: Civic Ctr open house SJ water/soda:closed Council mtgs SJ meal: closed Council mtg 12/14 SN coffee: Mayor's Meeting 12/14 recreation supplies: mpsc SUPPORT PAYMENT Jan power washer maint: Stn 73 Jan power washer rent: Stn 73 Jan power washer exchgt: Stn 73 143547 02/03/2011 013552 GANDS PRODUCTIONS LLC Country @ the Merc 01/22/11 50,935.88 14,269.70 8,885.54 47,825.10 34,844.87 19,749.97 108.54 173.99 110.90 149.70 75.80 91.53 122.16 32.77 -260.60 347.98 53.49 249.04 48.29 45.96 31.41 237.45 25.90 146.40 50.00 57.00 26.10 128.33 176,511.06 108.54 1,535.77 146.40 50.00 211.43 511.50 511.50 Pages apChkLst Final Check List 02/03/2011 4:44:48PM CITY OF TEMECULA Page: 6 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143548 02/03/2011 013076 GAUD ET, YVONNE M. 143549 02/03/2011 014002 GIRL SCOUTS OF SAN GORGONIO 143550 02/03/2011 008444 GREAT OAK HIGH SCHOOL 143551 02/03/2011 014003 GREGORY, PETER 143552 02/03/2011 003895 HAROLD, MARK 143553 02/03/2011 012204 HERITAGE FAMILY MINISTRIES 143554 02/03/2011 004811 HEWLETT PACKARD 143555 02/03/2011 011342 I A C ENGINEERING INC. 143556 02/03/2011 000194 I C M A RETIREMENT -PLAN 303355 143557 02/03/2011 004406 IGOE & COMPANY INC 143558 02/03/2011 004984 INDEPENDENT ROOFING CONSULTANT 143559 02/03/2011 013420 INGRAM LIBRARY SERVICES INC 143560 02/03/2011 013695 INLAND EMPIRE SHRED IT 143561 02/03/2011 006914 INNOVATIVE DOCUMENT SOLUTIONS 143562 02/03/2011 003266 IRON MOUNTAIN OFFSITE 143563 02/03/2011 001186 IRWIN, JOHN (Continued) Description TCSD Instructor Earnings refund:sec dep:rm rental:CRC refund:sec dep:soccer fields:PBSP refund:sec dep:soccer field 41:PBSP Reimb:Feb '11 COBRA Premium Pmt TCSD Instructor Eamings TCSD Instructor Eamings Notebooks: Council Members NOTEBOOKS: COUNCIL MEMBERS Dec const:redhawk park improve stop ntc:Redhawk Park Impry I C M A Retirement Trust 457 Payment Jan flex benefit plan pmt DEC WATERPROOF INSPECT:CIVIC CTR (2) BOOK PURCHASE: LIBRARY (2) BOOK PURCHASE: LIBRARY (2) BOOK PURCHASE: LIBRARY 1/17 doc shred svc: Civic Ctr 1/17 doc shred svc: Library 1/17 doc shred svc: CRC Document shred srvcs:police Dec copier maint/repair: library Dec copier maint/repair:citywide Dec offsite media storage:records TCSD instructor earnings TCSD instructor earnings Amount Paid Check Total 931.70 150.00 1.000.00 1,000.00 128.71 325.50 318.50 1,467.42 4,570.92 319,055.29 -37,283.61 5,022.28 345.00 1,143.00 14.89 82.52 24.46 50.00 15.00 15.00 15.00 654.64 2,632.13 375.23 823.20 931.70 150.00 1,000.00 1,000.00 128.71 644.00 6,038.34 281,771.68 5,022.28 345.00 1,143.00 121.87 95.00 3,286.77 375.23 333.20 1,156.40 Pages apChkLst Final Check List Page: 7 02/03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor (Continued) Description Amount Paid Check Total 143564 02/03/2011 012883 JACOB'S HOUSE INC Jacob's House Charity Payment 180.00 180.00 143565 02/03/2011 012295 JAMESON MANAGEMENT INC Garage Door Repair: Stn 73 201.00 201.00 143566 02/03/2011 013200 JAROTH INC Feb pay phone:RDA:OT bus depot 82.64 82.64 143567 02/03/2011 014004 JAUREGUI, GILBERTO refund:sec dep:kitchen rental:TCC 50.00 50.00 143568 02/03/2011 014005 JESTER, MARY refund:sec dep:kitchen rental:TCC 100.00 100.00 143569 02/03/2011 013924 JOHNSON PUMP SERVICE fountain repair: town square 1,897.37 1,897.37 143570 02/03/2011 012285 JOHNSTONE SUPPLY equip repair/maint: pw maint 232.88 232.88 143571 02/03/2011 013077 JONES, DENNIS sttlmnt: performance 12/31 2,725.00 2,725.00 143572 02/03/2011 002424 KELLEY DISPLAY INC Clean & store banners:old town 417.55 417.55 143573 02/03/2011 014006 KLEPPER, MIKALEEN refund:sec dep:rm rental:TCC 150.00 150.00 143574 02/03/2011 013444 L & H PAINTING Res Impry Prgm: Bobst, John 2,570.00 2,570.00 143575 02/03/2011 001085 L N CURTIS & SONS fire rescue equip: Stn 73 402.92 402.92 143576 02/03/2011 007188 LAERDAL MEDICAL CORP. CPR Supplies: Paramedics 1,613.80 1,613.80 143577 02/03/2011 013769 LIGHTSQUARED LP 1/14-2/13 SATELLITE SVC:CM/FIRE 147.82 147.82 143578 02/03/2011 004230 LINCOLN EQUIPMENT INC water polo supplies: aquatics 269.73 269.73 143579 02/03/2011 013982 M C I COMM SERVICE Jan xoo&0714 gen usage:PD mall alarm 19.22 Jan xxx-0346 general usage 9.01 28.23 143580 02/03/2011 003782 MAIN STREET SIGNS Misc signs:PW Maint 284.93 Directional Sign:Old Town Winterfest 261.00 545.93 143581 02/03/2011 013650 MAMCO, INC. CITYWIDE CONCRETE REPAIRS:PW 20,960.00 20,960.00 Page:7 apChkLst Final Check List Page: 8 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check# Date Vendor (Continued) Description Amount Paid Check Total 143582 02/03/2011 013914 MAYDAY INDUSTRIES, INC. Cert Bags: Citizen Corps 2,928.29 2.928.29 143583 02/03/2011 010728 MCKNIGHT, ELINOR PINKSTON Presentation:history museum 2/3/11 500.00 500.00 143584 02/03/2011 003752 MCMASTER-CARR SUPPLY Misc supplies: fire stn 84 228.88 228.88 COMPANY 143585 02/03/2011 010979 MEDIA STOP Deposit/video taping:every 15 min pgrm 1,600 00 1,600.00 143586 02/03/2011 003076 MET LIFE INSURANCE MetLife Dental Insurance Payment 7,419.10 7,419.10 COMPANY 143587 02/03/2011 004894 MICHAEL BRANDMAN Dec Cultural Resources Study: Planning 2,200.00 2,200.00 ASSOCIATES 143588 02/03/2011 013390 MILLER, JOSHUA TCSD Instructor Eamings 546.00 546.00 143589 02/03/2011 012962 MILLER, MISTY TCSD Instructor Earnings 686.00 TCSD Instructor Eamings 182.00 868.00 143590 02/03/2011 012580 MINUTEMAN PRESS Business Cards: Hans Bolowich 65.23 65.23 143591 02/03/2011 001892 MOBILE MODULAR 1/18-2/16 modular bldg rental: OATC 619.88 619.88 143592 02/03/2011 005887 MOFFATT & NICHOL 10/31-11/27 consulting srvcs:f.v./I-15 88,488.23 88,488.23 ENGINEERS 143593 02/03/2011 010990 MOORE IACOFANO GOLTSMAN Nov Youth Master Plans: TCSD 230.00 INC credit:invoice exceeds agreement -62.33 167.67 143594 02/03/2011 013375 MYERS-RUSSO, ERICA TCSD Instructor Eamings 105.00 TCSD Instructor Earnings 231.00 TCSD Instructor Earnings 264.60 TCSD Instructor Eamings 126.00 TCSD Instructor Eamings 126.00 852.60 143595 02/03/2011 013818 NAI -NI CHEN DANCE COMPANY 143596 02/03/2011 002925 NAPA AUTO PARTS 143597 02/03/2011 008528 NICHOLS, MELBURG & ROSETTO Performance:theater 2/11-12/11 Auto parts & supplies: PW Maint Auto parts & supplies: Sta 84 DEC DSGN SRVCS:OLD TOWN PRKG DEC ENG SRVS:CIVIC CENTER PH II DEC ENG SRVS:CIVIC CENTER PH II 15,000.00 15,000.00 23.33 15.32 3,327.63 591.80 38.65 10,026.65 13,946.08 Page8 apChkLst Final Check List Page: 9 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143598 02/03/2011 003964 OFFICE DEPOT BUSINESS SVS DIV 143599 02/03/2011 000246 PERS (EMPLOYEES' RETIREMENT) 143600 02/03/2011 010320 PETCO ANIMAL SUPPLIES INC 143601 02/03/2011 002498 PETRA GEOTECHNICAL INC 143602 02/03/2011 011660 PLANNET CONSULTING 143603 02/03/2011 005820 PRE -PAID LEGAL SERVICES INC 143604 02/03/2011 000254 PRESS ENTERPRISE COMPANY INC 143605 02/03/2011 002612 RADIO SHACK INC 143606 02/03/2011 002654 RANCHO FORD LINCOLN MERCURY 143607 02/03/2011 000947 RANCHO REPROGRAPHICS 143608 02/03/2011 000907 RANCHO TEMECULA CAR WASH 143609 02/03/2011 004584 REGENCY LIGHTING 143610 02/03/2011 000406 RIVERSIDE CO SHERIFFS DEPT 143611 02/03/2011 013250 RIVERSIDE COUNTY OF, SHERIFF 143612 02/03/2011 009207 RODMAN, JERRY 143613 02/03/2011 012251 ROTH, DONALD J. (Continued) Description Amount Paid Check Total BUSINESS CARDS: PR/BJ/SF/LW/RJ PRINTING SRVCS:ECO DEV/TCSD FY 10/11 Survivor Benefits Premium Pmt Food & supplies:police K-9 Unit 12/13 DEC GEOTECH SRVCS:REDHAWK PARK IMPRV AUG CONSULTING SRVCS: CIVIC CNTR NOV CONSULTING SRVCS: CIVIC CNTR PrePaid Legal Services Payment Dec advertising:theater Misc computer supplies:info sys Misc computer supplies:info sys City Veh Maint & Repair:Fire Prev City Veh Maint & Repair:Fire Prev Reproduction srvcs:civic center City vehicle detailing srvcs:police CAP Electrical supplies:t.museum Electrical supplies:library Electrical supplies:library Electrical supplies: var park sites FY 10/11 CAL -ID mbr assessment Dec'10 Booking Fees:Police 7/8-12/9 guard & bailiff srvcs:youth reimb: electrical supplies TCSD Instructor Eamings TCSD Instructor Earnings 450.88 74.74 9,968.40 525.62 9,968.40 50.36 50.36 300.00 300.00 59.00 1,156.80 1,215.80 324.85 324.85 256.00 256.00 195.70 116.32 312.02 149.36 216.15 365.51 716.95 716.95 45.00 45.00 49.33 1,097.06 534.27 384.98 2,065.64 88,239.00 4,640.31 92,879.31 762.46 762.46 64.97 64.97 441.00 168.00 609.00 Page9 apChkLst Final Check Lisf Page: 10 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor (Continued) Description Amount Paid Check Total 143614 02/03/2011 002226 RUSSO, MARY ANNE TCSD Instructor Earnings 490.00 TCSD Instructor Eamings 567.00 1,057.00 143615 02/03/2011 007582 SAFEGUARD DENTAL & VISION SafeGuard Vision Plan Payment 781.83 781.83 143616 02/03/2011 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 719.04 719.04 CENTRAL 143617 02/03/2011 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 200.00 200.00 CENTRAL 143618 02/03/2011 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 100.00 100.00 CENTRAL 143619 02/03/2011 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 100.00 100.00 CENTRAL 143620 02/03/2011 009213 SHERRY BERRY MUSIC Jazz @ the Merc 1/27 220.50 220.50 143621 02/03/2011 009746 SIGNS BY TOMORROW Parade banner:sister cities/daisen 315.49 Signs: Old Town and Town Square 1,595.00 1,910.49 143622 02/03/2011 000537 SO CALIF EDISON Jan 2-31-419-2873:43000 Hwy 395 24.80 Jan 2-29-953-8082:31523 wolf vly rd 23.26 Jan 2-29-953-8249:46497 wolf crk PED 21.11 Jan 2-31-282-0665:27407 diaz PED 25.49 Jan 2-27-371-8494:42189 winchester 26.66 Jan 2-21-981-4720:30153 Tem pkwy 45.47 Jan 2-29-224-0173:Fire Stns 1,699.72 Jan 2-29-295-3510:32211 wolf vly rd 849.10 Jan 2-20-817-9929:28410 OT frnt st 226.07 Jan 2-31-404-6020 Old Town Fmt St 1,812.12 Jan 2-29-223-8607 Old Twn PED 539.31 Jan 2-02-351-4946 MPSC 747.16 Jan 2-18-937-3152 T.Museum 472.26 Jan 2-19-171-8568 Wedding Chpl 105.69 Jan 2-25-393-4681 TES Pool 295.26 Jan 2-31-912-7494 Prkg Structure 1,551.75 Jan 2-29-933-3831 FOC 1,677.55 Jan 2-14-204-1615 Front St Rdio 36.04 Jan 2-29-458-7548:32000 mcho calif 253.07 Jan 2-31-536-3481:41902 main st 608.88 Jan 2-31-031-2616:27991 diaz PED 22.57 Jan 2-29-807-1226:28077 diaz PED 1.36 Jan 2-29-807-1093:28079 diaz PED 25.05 Jan 2-29-657-2787:41638 winchester 24.02 Jan 2-31-536-3655:41904 main st 1,006.26 12,120.03 Pagel 0 apChkLst Final Check Lisf Page: 11 02)03/2011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check* Date Vendor 143623 02/03/2011 001212 SO CALIF GAS COMPANY 143624 02/03/2011 143628 02/03/2011 143629 02/03/2011 143630 02/03/2011 143631 02/03/2011 143632 02/03/2011 143633 02/03/2011 143634 02/03/2011 143635 02/03/2011 143636 02/03/2011 000519 SOUTH COUNTY PEST CONTROL INC 007762 STANDARD INSURANCE COMPANY 012723 STANDARD INSURANCE COMPANY 013790 STANDARD PACIFIC 002015 STAR WAY PRODUCTIONS 002366 STEAM SUPERIOR CARPET CLEANING 001505 STEFFEN, SUE 006145 STENO SOLUTIONS TRANSCRI PTION 009061 STURDIVANT, ANGELA P. 000305 TARGET BANK BUS CARD S RVCS (Continued) Description Amount Paid Check Total Jan 095-167-7907-2:30650 Pauba Jan 101-525-1560-6:27415 enterprise Jan 026-671-2909-8 Theater Jan 133-040-7373-0 West Wing Jan 125-244-2108-3 Library Jan 101-525-0950-0 TCC Jan 091-024-9300-5 CRC Jan 129-535-4236-7 Civic Center Jan 021-725-0775-4 mpsc Jan 196-025-0344-3 C. Museum Jan 181-383-8881-6 T. Museum Pest control services: fire stn 84 Mandatory Life Insurance Payment Voluntary Supp Life Insurance Payment refund:sq ftg revised:B10-1425,27,28 Equip maint & repair:old town Carpet cleaning:theater reimb:supplies for office & mtgs Dec transcription srvcs:Police Apr transcription srvcs:Police TCSD Instructor Eamings TCSD Instructor Eamings MISC SUPPLIES:CHILDREN'S MUSEUM Hospitality supplies:theater MISC SUPPLIES:CHILDREN'S MUSEUM MISC SUPPLIES:MPSC MISC SUPPLIES:MPSC MISC SUPPLIES:RECREATION 143637 02/03/2011 001547 TEAMSTERS LOCAL 911 Union Dues Payment 351.57 382.88 556.11 92.06 748.92 253.24 3,897.75 3,515.10 317.31 210.21 173.38 10,498.53 80.00 80.00 8,990.71 8,990.71 619.90 619.90 15.17 15.17 3,638.77 3,638.77 875.00 875.00 62.51 62.51 625.80 876.40 1,502.20 130.90 343.00 473.90 106.78 27.23 85.31 63.34 94.39 250.34 627.39 4,817.00 4,817.00 Pagel 1 apChkLst 02!0312011 4:44:48PM Final Check List CITY OF TEMECULA Page: 12 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143638 02/03/2011 012265 TEMECULA ACE HARDWARE CIO 143639 02/03/2011 010679 TEMECULA AUTO REPAIR/RADIATOR 143640 02/03/2011 003677 TEMECULA MOTORSPORTS LLC 143641 02/03/2011 000515 TEMECULA VALLEY CHAMBER OF 143642 02/03/2011 009194 TEMECULA VALLEY NEWS 143643 02/03/2011 000306 TEMECULA VALLEY PIPE & SUPPLY 143644 02/03/2011 004274 TEMECULA VALLEY SECURITY CENTR 143645 02/03/2011 010276 TIME WARNER CABLE 143646 02/03/2011 013078 TOROK, LORI A. 143647 02/03/2011 011805 TUSTIN, CITY OF 143648 02/03/2011 010169 UNITED TOWING SERVICE, INC 143649 02/03/2011 000325 UNITED WAY 143650 02/03/2011 004261 VERIZON 143651 02/03/2011 013647 VICAR OPERATING, INC. (Continued) Description Amount Paid Check Total hardware supplies:var park sites HARDWARE & SUPPLIES: STA 92 City veh repair & maint:fire prey City veh repair & maint:fire prey City vehicle repair and maint: tcsd vehicle repair & maint:police vehicle repair & maint:police vehicle repair & maint:police 3RD QTR OPERATING AGRMNT PMT Jan advertising: Temecula Presents Plumbing supplies:var park sites Plumbing supplies:var park sites keys: T. Museum Feb high speed internet:30500 Pauba Performances: Theater 1/21-22 '11 agency membership dues:HR Dec towing services:Police United Way Charities Payment Jan xxx-3526 gen usage:Fire Alarm Jan xooc-9196 gen usage:TCC SAFE Jan goo -6400 general usage Jan xooc-2016 gen usage:Reverse 911 Jan xooc-5706 general usage Jan xxx-2676 general usage Jan xxx-5696 gen usage:sports comp VETERINARY SRVCS: POLICE K-9 UNIT VETERINARY SRVCS: POLICE K-9 UNIT VETERINARY SRVCS: POLICE K-9 UNIT 6.95 24.76 42.50 806.08 413.53 57.65 5.00 600.68 34,065.00 143.20 135.48 39.12 15.00 522.63 500.00 275.00 577.50 62.00 113.90 178.05 16.40 121.95 151.86 37.96 37.96 153.63 102.78 104.43 31.71 1,262.11 663.33 34,065.00 143.20 174.60 15.00 522.63 500.00 275.00 577.50 62.00 658.08 360.84 Page:12 apChkLst Final Check Lisf Page: 13 02!0312011 4:44:48PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check Date Vendor 143652 02/03/2011 014007 W C HEATING & AIR CONDITIONING 143653 02/03/2011 006248 WALKER, JESSICA 143654 02/03/2011 008969 WENGER CORPORATION 143655 02/03/2011 003730 WEST COAST ARBORISTS INC 143656 02/03/2011 013556 WESTERN AUDIO VISUAL 143657 02/03/2011 004567 WITCHER ELECTRIC 143658 02/03/2011 011630 WOLFF LANG CHRISTOPHER (WLC) (Continued) Description Amount Paid Check Total refund:cancelled permit:B10-1820 TCSD Instructor Earnings Staging Equipment: Theater 12/1-15 tree trimming srvcs:pw maint 12/16-31 tree trimming srvcs:pw maint Tree trimming srvcs:vineyards JAN AUDIOVISUAL INTEGRATION:CIVIC CNTR Jan ret w/h pmt:civic center Electrical repairs:harveston park NOV DSGN SRVCS: OLD TOWN GYM 142.08 142.08 401.80 401.80 1,690.61 1,690.61 10,800.00 3,156.00 456.00 17,475.00 -1,747.50 185.00 14,412.00 15, 727.50 185.00 17,327.00 17,327.00 Grand total for UNION BANK OF CALIFORNIA: 2,679,148.14 Page:13 apChkLst Final Check List Page: 14 02!0312011 4:44:48PM CITY OF TEMECULA 176 checks in this report. Grand Total All Checks. 2.679,148.14 Page:14 apChkLst Final Check List Page: 1 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor Description Amount Paid Check Total 1647 01/31/2011 005460 U S BANK 2010 RDA TABs Series B Debt Srvc 172,185.96 143659 02/10/2011 013367 ACTIVE MICRO INC MISC TOOLS/EQUIP: PW TRAFFIC 269.40 MISC TOOLS/EQUIP: PW TRAFFIC 727.53 143660 02/10/2011 008552 ADKINS DESIGN CONSULTING Jan graphic dsg svcs: Theater 1,692.42 143661 02/10/2011 004802 ADLERHORST INTERNATIONAL JAN TRAINING: POLICE K-9 RUDY INC JAN TRAINING: POLICE K-9 CASPEF 143662 02/10/2011 003951 ALL AMERICAN ASPHALT retention release: PW10-01 143663 02/10/2011 006915 ALLIES PARTY EQUIPMENT equip rental: Civic Ctr Open House rental equip:NewYear's Eve rental equip:employee qtr lunch 143664 02/10/2011 012943 ALPHA MECHANICAL SERVICE HVAC svcs: MPSC INC 141.67 141.67 23,170.56 125.00 1,987.55 1,201.62 235.00 172,185.96 996.93 1,692.42 283.34 23,170.56 3,314.17 HVAC svcs: TV Museum 150.00 HVAC svcs: TV Chapel 50.00 HVAC svcs: CRC 800.00 HVAC svcs: TCC 120.00 HVAC svcs: TCC 97.00 HVAC svcs: Ch Museum 201.00 HVAC svcs: harveston park 320.83 HVAC svcs: mpsc 180.00 2,153.83 143665 02/10/2011 004240 AMERICAN FORENSIC NURSES FEB STAND BY FEE: POLICE 1,248.00 1,248.00 (AFN) 143666 02/10/2011 013950 AQUA CHILL OF SAN DIEGO Jan drinking water sys:civic ctr 92.44 92.44 143667 02/10/2011 005946 AYERS DISTRIBUTING MISC SUPPLIES: '11 EGG HUNT 1,360.00 1,360.00 COMPANY 143668 02/10/2011 014012 B W INSTALLATION refund:overpmt bus lic 034532 35.00 35.00 CONSTRUCTION 143669 02/10/2011 012583 BLANCA Y PRICE Nov Idscp insp svcs: Planning 11,270.00 11,270.00 Pagel apChkLst 02/10/2011 2:28:56PM Final Check List CITY OF TEMECULA Page: 2 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143670 02/10/2011 003138 CAL MAT 143671 02/10/2011 010939 CALIF DEPT OF INDUSTRIAL 143672 02/10/2011 000502 CALIF MUNI STATISTICS 143673 02/10/2011 011301 CALLAWAY MOTORSPORTS 143674 02/10/2011 004971 CANON FINANCIAL SERVICES, INC 143675 02/10/2011 014018 CAROL, SCOTT 143676 02/10/2011 013477 CARPE DIEM STRING QUARTET 143677 02/10/2011 014013 CHAPARRAL VILLAGE DENTAL refund:averpmt bus lic 035058 (Continued) Description PW patch truck materials PW patch truck materials PW patch truck materials PW patch truck materials PW patch truck materials PW patch truck materials Theater elevator insp:139737 RDA debt statement 2/1/11 repair/maint:PD motorcyle repair/maint:PD motorcyle Mar copier lease: Civic Center Jan copier lease: Fire refund:averpmt prkg cite 77653 Theater performance: 2/13 143678 02/10/2011 014022 COCHRAN, KATHLEEN 143679 02/10/2011 013286 CONNEXON TELECOM INC 143680 02/10/2011 013728 COROVAN MOVING AND STORAGE 143681 02/10/2011 001264 COSTCO WHOLESALE 143682 02/10/2011 014010 COUNTRY SIDE INN ONTARIO 143683 02/10/2011 010650 CRAFTSMEN PLUMBING & HVAC INC refund:viol. dismissed prkg cite 77394 Jan emergency routing svc:citywide RELOCATION SVCS: CIVIC CENTER ARTIST HOSPITALITY: THEATER MISC SUPPLIES: INFO SYSTEMS recognition supplies:Team PACE hotel:#44151 Tffc SgnI cf 4/4/11 plumbing svcs: mpsc PLUMBING SVCS: CITY HALL plumbing repair: Stn 73 143684 02/10/2011 014020 CRAMER, DIANE refund:overpmt prkg cite 77683 Amount Paid Check Total 780.52 742.77 89.18 795.35 403.62 402.94 125.00 450.00 229.98 213.99 3,004.54 182.55 30.00 3,500.00 35.00 330.00 320.00 25, 563.72 150.99 80.14 478.47 93.92 185.00 85.00 400.00 3,214.38 125.00 450.00 443.97 3,187.09 30.00 3,500.00 35.00 330.00 320.00 25,563.72 709.60 93.92 670.00 30.00 30.00 Page:2 apChkLst Final Check List Page: 3 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143685 02/10/2011 004285 DAVE BANG & ASSOCIATES INC 143686 02/10/2011 003962 DAVID NEAULT ASSOCIATES INC 143687 02/10/2011 014021 DELOS, SANTOS EDWIN A. 143688 02/10/2011 003945 DIAMOND ENVIRONMENTAL SRVCS 143689 02/10/2011 004192 DOWNS COMMERCIAL FUELING INC 143690 02/10/2011 002390 EASTERN MUNICIPAL WATER DIST 143691 02/10/2011 004829 ELLISON WILSON ADVOCACY LLC 143692 02/10/2011 013723 ENTECH NORTHWEST INC 143693 02/10/2011 011292 ENVIRONMENTAL SCIENCE ASSOC. 143694 02/10/2011 000165 FEDERAL EXPRESS INC (Continued) Description parts/supplies: var park sites Jan dsg svc:marg road improve refund:vioI. dismissed prkg cite 76819 Feb restroom svc: GOHS Feb restroom svc: Vail Ranch Pk Feb restroom svc: Veterans Pk Feb restroom svc: Lng Cyn Pk Feb restroom svc: Riverton Pk Fuel for City vehicles: PW Maint Fuel for City vehicles: TCSD Fuel for City vehicles: Code Enf/Pln Fuel for City vehicles: B&S Fuel for City vehicles: PW Traffic Fuel for City vehicles: PW Ind dv/cip Fuel for City vehicles: Police Jan 95366-02 Diego Dr Ldscp Feb lobbyist cnslt: CM 12/1-1/14 air glty:walcott estates NOV CNSLT SVCS: HOSPITAL EIR 1/14 city express mail services 143695 02/10/2011 011967 FULL VALUE ENTERTAINMENT sttlmtnt: Live at the Merc 2/4 143696 02/10/2011 013552 GANDS PRODUCTIONS LLC 143697 02/10/2011 009608 GOLDEN VALLEY MUSIC SOCIETY 143698 02/10/2011 003792 GRAINGER sttlmnt: Temecula Live Jan '11 sttlmnt: Classics at the Merc Jan '11 facilty repair/maint: Ch Museum Amount Paid Check Total 977.80 977.80 145.00 145.00 305.00 305.00 52.88 52.88 52.88 52.88 52.88 264.40 1,659.63 1,962.68 522.18 274.37 431.64 132.43 90.20 5,073.13 47.28 47.28 3,500.00 3,500.00 3,880.00 3,880.00 3,320.00 3,320.00 221.61 221.61 297.50 297.50 538.53 538.53 772.10 772.10 170.30 170.30 Page:3 apChkLst Final Check List Page: 4 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 143699 02/10/2011 005311 H2O CERTIFIED POOL WATER Jan pool maint: CRC/TES 900.00 SPCL. Jan water quality/maint:fountain 175.00 1,075.00 143700 02/10/2011 004053 HABITAT WEST INC weed abtmnt:Ing cyn det basin 2,016.00 2,016.00 143701 02/10/2011 002109 HD SUPPLY CONSTR. SUPPLY credit: returned product -59.83 LTD MISC SUPPLIES: PW MAINT 207.62 147.79 143702 02/10/2011 010210 HOME DEPOT SUPPLY INC, misc tools/equip: civic center 82.97 82.97 THE 143703 02/10/2011 003198 HOME DEPOT, THE MISC SUPPLIES: OT BOARDWALK MISC SUPPLIES: OT BOARDWALK 143704 02/10/2011 002701 HUB INT'L INSURANCE Jan '11 special events premiums SERVCS INC 130.11 1,817.77 1,947.88 1,276.52 1,276.52 143705 02/10/2011 013420 INGRAM LIBRARY SERVICES (1) BOOK PURCHASE: LIBRARY 44.44 INC (2) BOOK PURCHASE LIBRARY 16.33 60.77 143706 02/10/2011 013695 INLAND EMPIRE SHRED IT 1/31 doc shred svc: Civic Ctr 50.00 12/20 doc shred svc:PD mall 15.00 65.00 143707 02/10/2011 006924 INTL MUNICIPAL SIGNAL traffic sgnl Ivl III 4/4-5:Uribe, 245.00 245.00 ASSOC. 143708 02/10/2011 012295 JAMESON MANAGEMENT INC Garage Door Repair: Stn 73 201.00 201.00 143709 02/10/2011 013200 JAROTH INC Feb pay phone:duck pond,Library,CRC 212.64 212.64 143710 02/10/2011 014016 JONES, NEUBAUER refund:overpmt prkg cite 78142 30.00 30.00 143711 02/10/2011 002531 K A T Y FM RADIO radio broadcast:Old Town holidays 535.50 535.50 143712 02/10/2011 000209 L & M FERTILIZER INC MISC SUPPLIES: PW MAINT 1,085.33 MISC SUPPLIES: PW MAINT 136.16 1,221.49 143713 02/10/2011 011910 L H ENGINEERING COMPANY retention release: PW 06-07 17,566.82 INC release stop ntc: Concrete Tile 4,441.03 22,007.85 143714 02/10/2011 014014 MAGICAL ADVENTURE refund:overpmt bus lic 033288 70.00 70.00 143715 02/10/2011 003782 MAIN STREET SIGNS Misc signs & supplies:PW Maint 556.31 Misc signs:PW Maint 380.63 936.94 Page:4 apChkLst Final Check List Page: 5 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143716 02/10/2011 004141 MAINTEX INC 143717 02/10/2011 011179 MC MILLIN REDHAWK LLC 143718 02/10/2011 006571 MELODY'S AD WORKS INC. 143719 02/10/2011 013448 MESA FENCE COMPANY INC 143720 02/10/2011 009835 MIRACLE PLAYGROUND SALES INC 143721 02/10/2011 001986 MUZAK -SOUTHERN CALIFORNIA 143722 02/10/2011 000727 NATIONAL FIRE PROTECTION ASSN 143723 02/10/2011 008820 NEIGHBORS NEWSPAPER 143724 02/10/2011 013319 NEW TANGRAM LLC 143725 02/10/2011 009337 NOLTE ASSOCIATES INC 143726 02/10/2011 002139 NORTH COUNTY TIMES 143727 02/10/2011 002292 OASIS VENDING (Continued) Description janitorial supplies:var park sites Cleaning & maint supplies:crc Cleaning & maint supplies:citywide TCSD Instructor Earnings TCSD Instructor Earnings TCSD Instructor Earnings Marketing & promo srvcs:old town Res Impry Prgm: Ortiz Res Impry Prgm: Isslieb playground surfacing materials:tcsd Amount Paid Check Total Feb satellite music:old town Code Books:Fire Prevention Feb advertising:Blue Grass Festival FURNITURE & INSTALL:CIVIC CENTER credit:billing adjustment Oct eng design srvcs:ped bridge Nov eng design srvcs:ped bridge JAN ADVERTISING:WINTERFEST/RDA Misc kitchen supplies:civic center 143728 02/10/2011 003964 OFFICE DEPOT BUSINESS SVS PRINTING SRVCS:VAR. CITY DEPTS. DIV 143729 02/10/2011 002105 OLD TOWN TIRE & SERVICE PRINTING SRVCS:CITY CLERK/TCSI PRINTING SRVCS:CITY CLERK/COU Misc office supplies: Central Services Misc office supplies: Central Services Printing srvcs: var city depts PRINTING SRVCS:CITY CLERK/COU City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD 112.23 46.50 901.74 1,060.47 735.00 420.00 308.00 1,463.00 1,500.00 1,500.00 1,706.00 9,073.00 10,779.00 203.92 203.92 72.11 72.11 83.14 83.14 250.00 250.00 4,953.31 -54.96 4,898.35 5,450.92 2,561.92 8,012.84 1,554.45 1,554.45 1,039.10 1,039.10 405.86 699.22 807.52 82.55 9.64 2,317.21 383.54 4,705.54 601.99 621.78 1,223.77 Page:5 apChkLst Final Check List Page: 6 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 143730 02/10/2011 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs:PW Traffic 36.57 CITY VEHICLE MAI NT SVCS:PW MAI 615.43 CITY VEHICLE MAINT SVCS:PW MAI 243.51 CITY VEHICLE MAINT SVCS:PW MAI 57.23 CITY VEHICLE MAINT SVCS:PW MAI 36.57 CITY VEHICLE MAINT SVCS:PW MAI 75.00 CITY VEHICLE MAINT SVCS:PW MAI 75.00 1,139.31 143731 02/10/2011 014023 OLSON, JANICE RENEE refund:viol. dismissed prkg cite 76815 330.00 330.00 143732 02/10/2011 013127 ON STAGE MUSICALS Tribute to Harry James 1/23/11 7,757.34 7,757.34 143733 02/10/2011 001171 ORIENTAL TRADING COMPANY RECREATION SUPPLIES:MPSC 96.87 INC RECREATION SUPPLIES:MPSC 200.13 297.00 143734 02/10/2011 002800 PACIFIC STRIPING INC Street striping:citywide 149,958.09 149,958.09 143735 02/10/2011 006389 PAULSON PAINTING Res Impry Prgm: Ortiz 1,150.00 1,150.00 143736 02/10/2011 014015 PROMENADE AUTO SPA refund:overpmt bus lic 033544 70.00 70.00 143737 02/10/2011 000262 RANCHO CALIF WATER Jan water meters:TCSD svc lev C 4,863.85 DISTRICT Jan water meters:28922 Pujol St 153.53 Jan various water meters:Fire Stns 489.76 Jan var water meters:TCSD Fac 801.72 Jan floating meter - com:PW 157.47 Jan water meter:41000 main st n/e 2,156.45 Jan D.C. water meter:Mercedes St 15.62 Jan water meter - comm: Mercedes St 204.86 Jan var water meters:TCSD & PW 917.08 9,760.34 143738 02/10/2011 002110 RENTAL SERVICE Rental of tools & maint:pw maint 160.95 160.95 CORPORATION 143739 02/10/2011 014019 RICHARDSON, BEVERLY J. refund:viol. dismissed prkg cite 77590 305.00 305.00 143740 02/10/2011 000353 RIVERSIDE CO AUDITOR Nov '10 parking citation assessments 5,046.18 Dec '10 parking citation assessments 6,513.50 11,559.68 143741 02/10/2011 008515 SAM DE FAZIOS GOODTIME Entertainment:mpsc 1/6/11 150.00 150.00 BAND 143742 02/10/2011 011743 SEGWAY OF PACIFIC BEACH EQUIP REPAIR & MAINT:POLICE 1,863.78 1,863.78 Page:6 apChkLst 02/10/2011 2:28:56PM Final Check List CITY OF TEMECULA Page: 7 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 143743 02/10/2011 009213 SHERRY BERRY MUSIC 143744 02/10/2011 009746 SIGNS BY TOMORROW 143745 02/10/2011 000645 SMART & FINAL INC 143747 02/10/2011 000537 SO CALIF EDISON 143748 02/10/2011 001212 SO CALIF GAS COMPANY 143749 02/10/2011 000519 SOUTH COUNTY PEST CONTROL INC 143750 02/10/2011 012652 SOUTHERN CALIFORNIA 143751 02/10/2011 005786 SPRINT (Continued) Description Jazz @ the Merc 2/3/11 Door signs:CRC MISC SUPPLIES:FAMILY FUN NIGHT Jan 2-00-397-5042:43200 Bus Pk Dr#1 Jan 2-02-502-8077:43210 Bus Pk Dr B Jan 2-10-331-2153:28816 Pujol GS -2 Jan 2-20-798-3248:42081 main st GS- Jan 2-28-629-0507:30600 Pauba Rd Feb 2-01-202-7330:TCSD:LS-1 allnite Jan 2-31-031-2590:28301 mcho cal Jan 2-01-202-7603:TCSD:arterial STL1 Jan 2-30-520-4414:32781 Tem pkwy Jan 2-29-974-7899:26953 Ynez LS -3 Jan 2-00-397-5067:TCSD svc lev C Jan 2-32-903-8293:41000 Main St Jan 2-02-351-5281:30875 rancho vista Jan 2-27-805-3194:42051 Main St Jan 2-30-066-2889:30051 rancho vista Jan 2-31-936-3511:46488 pechanga Jan 2-29-657-2563:42902 butterfield Jan 2-29-953-8447:31738 wolf vly rd Jan 2-29-657-2332:45538 Redwood Jan 2-30-220-8749:45850 N Wolf Crk Jan 2-31-536-3226:28690 Mercedes Jan 2-33-056-0681:28912 Pujol TPP Jan 091-085-1632-0:TES pool Jan 129-582-9784-3:43230 Bus Pk Dr Jan pest control srvcs:City fac's Pest control srvcs:campos verdes Pest control services:Fire Stn 73 Feb gen usage:0141,0839,2593,9306 Dec 26 - Jan 25 cellular usage/equip 143752 02/10/2011 008023 STATER BROTHERS MARKETS Rfrshmnts: Dinnerw/Fire Fighters Prgm Amount Paid Check Total 220.50 36.22 117.71 2,651.99 1,163.29 716.83 908.86 5,624.84 76,678.57 53.27 28,048.33 392.33 299.45 1,912.75 12,437.53 3,858.44 3,470.23 21.11 42.95 176.09 21.84 21.84 322.44 926.36 154.54 16.27 305.00 709.00 84.00 48.00 507.09 7,125.89 104.37 143753 02/10/2011 007273 STUMPS PRINTING COMPANY Misc supplies:rec prgms & events 135.93 INC 220.50 36.22 117.71 139,903.88 321.27 841.00 507.09 7,125.89 104.37 135.93 Page:7 apChkLst Final Check List Page: 8 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 143754 02/10/2011 012265 TEMECULA ACE HARDWARE hardware supplies:var park sites 10.86 C/O hardware supplies:var park sites 17.60 28.46 143755 02/10/2011 000168 TEMECULA FLOWER CORRAL Sunshine Fund 78.25 78.25 143756 02/10/2011 003677 TEMECULA MOTORSPORTS Vehicle repair & maint:police 165.42 LLC Vehicle repair & maint:police 224.30 389.72 143757 02/10/2011 010848 TEMECULA PLANTSCAPE Jan lease interior plantscape:Iibrary 200.00 200.00 143758 02/10/2011 004260 TEMECULA STAMP & signature stamps:S.Nelson/R.Roberts GRAPHICS 143759 02/10/2011 011736 TEMECULA TROPHY INC Recognition awards:csd nametag: L. Azevedo Gravels & Plaques:City Council 143760 02/10/2011 010046 TEMECULA VALLEY Dec '10 Bus. Impry DistrictAsmnts CONVENTION & 51.77 51.77 71.78 8.65 280.41 69,744.19 143761 02/10/2011 004274 TEMECULA VALLEY SECURITY Locksmith srvcs:Harv. boat house 108.75 CENTR 360.84 69,744.19 Locksmith srvcs:Rdhwk Comrn Park 107.00 LOCKSMITH SRVCS:CIVIC CENTER 20.39 LOCKSMITH SRVCS:CIVIC CENTER 41.50 277.64 143762 02/10/2011 003941 TEMECULA WINNELSON Plumbing supplies: crc 421.81 COMPANY Plumbing supplies: various park sites 35.89 457.70 143763 02/10/2011 003862 THYSSENKRUPP JAN -MAR ELEVATOR INSPECTION 2,040.00 2,040.00 ELEVATOR.BRNCH 37 SRVC:CTY FAC 143764 02/10/2011 008894 TIDWELL, RODNEY Computer Purchase Prgm 2,000.00 2,000.00 143765 02/10/2011 010276 TIME WARNER CABLE Feb high speed intemet:42081 main st 58.48 Jan high speed internet:43200 bus pk 15.65 74.13 143766 02/10/2011 014017 TOMAS, SANSUB RODEL refund:viol. dismissed prkg cite 77690 305.00 305.00 143767 02/10/2011 012725 TRZOP, NICHELLE TCSD Instructor Earnings 2,217.60 TCSD Instructor Earnings 2,217.60 TCSD Instructor Earnings 3,326.40 TCSD Instructor Earnings 3,326.40 11,088.00 143768 02/10/2011 007766 UNDERGROUND SERVICE Jan undrgmd svcs alert tickets:PW ALERT 244.50 244.50 Page:8 apChkLst Final Check List Page: 9 02/10/2011 2:28:56PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 143769 02/10/2011 012549 UPODIUM 143770 02/10/2011 004261 VERIZON Description City veh detailing srvcs: Sta 12 City veh detailing srvcs: Sta 12 City veh detailing srvcs: Sta 73 Jan 7occ-0049 gen usage:Camerchero Feb ro0t-7530 general usage:Library Feb ro0t-0590 gen usage:TCC alarm Feb 700c-5180 gen usage:79S irrig ctr 143771 02/10/2011 004789 VERIZON ONLINE Feb SW DSL:PD:Jones,C. Amount Paid Check Total 27.22 116.28 44.24 37.01 368.52 82.82 40.42 187.74 528.77 39.95 39.95 143772 02/10/2011 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES:MPSC 244.04 CLEANING SUPPLIES:CITY FAC'S 2,584.27 Janitorial supplies:civic center 717.23 Credit:janitorial supplies/civic center -717.23 2,828.31 143773 02/10/2011 012343 WEST COAST PERFORMING OI' Blue Eyes is Back 1/30/11 4,824.68 4,824.68 143774 02/10/2011 000339 WEST PUBLISHING CORP 12/5-01/4 judicial updates: City Clerk 1,993.40 1,993.40 143775 02/10/2011 011630 WOLFF LANG CHRISTOPHER DEC DSGN SRVCS:OLD TWN GYM 6,522.00 6,522.00 (W LC) 143776 02/10/2011 000348 ZIGLER, GAIL Reimb:Team PACE supplies 71.52 71.52 Grand total for UNION BANK OF CALIFORNIA: 783,147.94 Page:9 apChkLst Final Check List Page: 10 02/10/2011 2:28:56PM CITY OF TEMECULA 118 checks in this report. Grand Total All Checks: 783,147.94 Page:10 Item No. 4 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Roberts, Director of Finance DATE: February 22, 2011 SUBJECT: Property Insurance Renewal PREPARED BY: Roberto Cardenas, Fiscal Services Manager RECOMMENDATION: That the City Council approve the City of Temecula Property Insurance Policy renewal with Travelers Insurance Company and Empire Indemnity Insurance Company for the period of February 26, 2011 through February 26, 2012, in the amount of $346,942. BACKGROUND: The City's property insurance policy with Travelers Insurance Company and Empire Indemnity Insurance Company expires on February 26, 2011. In an effort to preserve a competitive rate, staff directed the City's property insurance broker, Brown & Brown, Inc., to market the City's property insurance policy. Together with Brown & Brown, Inc., staff validated the inventory of all City buildings and property requiring coverage. In response to the solicitation for Basic Property Insurance, the City received three (3) qualified proposals from interested insurance carriers - ten (10) additional insurance carriers either declined to submit or did not market for municipalities. In response to the solicitation for Earthquake & Flood Insurance, the City received four (4) qualified proposals - twelve (12) additional insurance carriers either declined to submit or could not provide the level of insurance requested. BASIC PROPERTY INSURANCE CARRIER PREMIUM* Travelers Insurance Company $91,271 Affiliated Factory Mutual $90,000** Fireman's Fund Insurance Company $100,000 *Deductible Range - $1,000 to $10,000 **Unable to write Automobile Physical Damage EARTHQUAKE & FLOOD INSURANCE CARRIER PREMIUM* Empire Indemnity Insurance Co./Princeton Excess & Surplus $238,639 Empire Indemnity Insurance Co./Princeton Excess & Surplus/Seneca/Colony $241,220 Lloyds of London/ Empire Indemnity Insurance Co./Princeton Excess & Surplus $267,934 Lloyds of London/ Seneca/Colony $270,515 *Deductible Range - 5% to 10% Based on the responses, staff recommends that the City accept the proposals from the following carriers: INSURANCE CARRIER LINE PREMIUM* Travelers Insurance Company Basic Property $91,271 Travelers Insurance Company Automobile Physical Damage $12,956 Travelers Insurance Company Crime $4,076 Empire Indemnity Insurance Company Earthquake & Flood $238,639 *Includes fees and taxes TOTAL $346,942 The total premium of $346,942 is an increase of $71,632 over last year's premium. The increase is primarily due to the addition of the new Civic Center, the incorporation of Crime Insurance into this policy rather than as a separate policy, and the increase of Earthquake and Flood coverage. The City's property is valued at approximately $139 million. Although the value of the property increased by 38.7% over last year, the Basic Property Insurance premium increased by only 10.9%. This represents a premium rate decrease of 20%. Travelers Insurance Company is an admitted carrier in the State of California and has a superior (A+ XV) financial size category. In addition, Empire Indemnity Insurance Company has an excellent (A XV) financial size category. Both companies have more than $2 billion of reported capital surplus and conditional reserve funds. Through Travelers Insurance Company, the City will maintain Basic Property coverage with a deductible that ranges from $1,000 to $10,000 (depending on the category of property involved). Through Empire Indemnity Insurance Company, the City will increase Earthquake and Flood coverage from $25 million to $35 million with a 5% deductible. Since total Toss is not likely to occur in the event of an earthquake or flood, this additional coverage amount is considered sufficient and in accordance with the industry standards and practices. The attached proposal summarizes the premium and coverage provided by both Travelers insurance Company and Empire Indemnity Insurance Company. FISCAL IMPACT: Sufficient funds for the property insurance premium are available for the remaining four months of fiscal year 2010-11. The Annual Operating Budget for fiscal year 2011-12 will establish additional funding for the remaining eight months of the total annual premium. ATTACHMENTS: Proposal from Travelers insurance Company and Empire Indemnity Insurance Company. Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Insurance Proposal Submitted For: City of Temecula PROPERTY, EARTHQUAKE & FLOOD/ DIFFERENCE IN CONDITIONS, AUTOMOBILE PHYSICAL DAMAGE AND CRIME INSURANCE PROPOSAL Policy Term: 2/26/2011 to 2/26/2012 Submitted by: Mike Bush Senior Vice President This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868. 1800) 228-7975 TABLE OF CONTENTS Page BROWN & BROWN 1-2 SERVICE TEAM 3 DISCLAIMER NOTICE 4 NAMED INSUREDS 5 PROPERTY 6 (Incl. Business Interruption, Boiler & Machinery, Inland Marine, Fine Arts, EDP) • Scheduled Locations 7-10 • Statement of Values 11-1 to 11-5 • Property Coverage 12a -12d • Premium Summary 13 ■ Marketing Results 14 DIFFERENCE IN CONDITIONS 15-17 (Including Earthquake & Flood) ■ Statement of Values 18-1 to 18-4 ■ Premium Summary 19 • Marketing Results 20-21 COMPENSATION DISCLOSURE 22-23 AUTOMOBILE PHYSICAL DAMAGE 24-25 CRIME .26-29 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Fohn inry A 'If11 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 BROWN & BROWN OF CALIFORNIA, INC. VISION, VALUES AND COMMITMENT INSURANCE IS OUR PRODUCT. SERVICE IS OUR BUSINESS. ■O To provide our clients with the highest level of professionalism through quality service and reliability. ▪ To be leaders in our field through new and innovative products, programs and services. sk To grow and earn a reasonable profit to insure the continuity of the organization, and to provide opportunities for our employees. ▪ To attract and retain talented people. ▪ To recognize that people are important, and to encourage their dedication and commitment through teamwork, education and recognition. • To operate as a marketing/sales organization committed to constant growth. O 1 To give our customers and employees our unequivocal commitment to integrity in every facet of our behavior. I[3\\'Il 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 BROWN & BROWN OF CALIFORNIA, INC. OUR TRACK RECORD SPEAKS FOR ITSELF Brown & Brown of California, Inc. is an insurance sales organization comprised of several diverse and self-sustaining corporations. Within one organization we are able to provide sales, claims, adjusting, reinsurance placement, and an excess and surplus lines operation. Each entity is comprised of a team of professionals dedicated to their field of expertise. The Brown & Brown of California, Inc. business concept focuses on specialization and innovation to answer the specific needs of our clients. This distinctive approach, combined with the talents of our people, makes us a recognized leader in our profession. 2 toraisrirt _.7 rnvcn rt. cn ^.� ley :HAV�jl. ,• N.. This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Thank you for inviting us to develop and present a Risk Solution Program to you. We welcome the opportunity to become involved with your company. We have worked to identify your needs and concerns, and to develop a program for your insurance. Brown & Brown, Inc. is the seventh largest independent agency organization nationally.' The company provides a variety of insurance products and services to corporate, institutional, professional and individual clients. Headquartered in Daytona Beach and Tampa, Florida, Brown & Brown is publicly traded on the New York Stock Exchange (BRO) and has been included in Forbes' list of the "200 Best Small Companies in America". The company handles clients' premiums in excess of $1 Billion annually and has approximately 1,500 employees. While size is not the sole criteria for choosing an insurance agent, it does enable us to offer our clients clout in the marketplace and unmatched service capability. Please feel free to visit our website at www.bbinsurance.com. This brief description of insurance coverage is being provided as an accommodation only and is not intended to cover or describe all policy terms. For more complete information on the scope and limits of coverage please refer to the policy document. Specimen policy form(s) are available upon request. As listed in Business Insurance magazine, July 17, 2008 edition i trnl; ?ltil . • This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Brown & Brown of California — Spectrum Service Brown & Brown of California is happy to offer all clients a full suite of service not only for your business but also for your personal insurance needs. Spectrum Service provides protection in the following areas: Employee Benefits Medical, dental, vision and life and disability for your employees. Personal Homeowners, auto, collectibles and more. Financial Planning Consultative financial planning I TZrnu�n ruwrt This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Account Service Team No matter how comprehensive or price competitive your insurance program is, it is still people who must service it to insure that coverage will respond when needed. Mike Bush Account Executive (714)221-1853 phone (714) 221-4143 fax mbush@bbsocal.com email Mike Bush is responsible for overseeing all aspects of your program. Peggy L. Coleman Account Manager (714)221-1883 phone (714) 221-4143 fax pcoleman@bbsocal.com Peggy L Coleman will assist with the daily servicing of your account, including endorsements, certificate requests, client services, program design, accounting, quality assurance and market relationships. Judith Villalobos (Backup) Account Manager (714)221-1828 phone (714) 221-4128 fax jvillalobos@bbsocal.com Feel free to contact anyone on this list if you have questions or concerns regarding your insurance policy. 3 'isise"-",.. Lill11 11 11111'11 t This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Commercial insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 IMPORTANT NOTICE DISCLAIMER Disclaimer: This proposal/policy presented is based upon the exposures to loss made known to the agency. Any changes in these exposures (i.e. new operations, new products, additional state of hire, etc.) need to be promptly reported to our agency in order that proper coverage(s) may be put in place. The proposal contains only a general description of the coverage(s) and does not constitute a policy / contract. For complete policy information, including exclusions, (imitations and conditions, refer to the policy document. Specimen policy forms and endorsements are available upon request. X Non -Admitted Carrier Taxes: $ Per Section Fees: $ Per Section Minimum Earned Premium: Per % Section Higher Limits may be available upon request V Premiums may be subject to audit Premiums exclude Terrorism Coverage Policy Type Property, APHD, Crime Carrier Travelers Insurance Companies Rating A+XV; (Admitted) Earthquake & Flood/Difference in Conditions See Earthquake Section for Carriers Ratings and Taxes/Fees Please read your policy for specific details. 4 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal t Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 22&7975 The information obtained from A.M. Best's Rating is not in any way a warranty or guaranty by Brown & Brown, Inc. of the financial stability of the insurer and this information is current only as of the date of publication. A.M. Best Rating of Proposed Carriers General Rating: These rating classifications reflect BEST's opinion of the relative position of each company in comparison with others, based upon averages within the Property -Casualty insurance industry. They are reflective of overall company services and standing within the industry. Superior fti Excellent Very Good Good Fair Marginal Financial Size Category: The financial Size Category is an indication of the size of an Insurer and is based on reported Policyholders' surplus plus conditional or Technical Reserve Funds, such as mandatory securities valuation reserve, other investment and operating contingency funds and/or miscellaneous voluntary reserves in liabilities. Financial Size Category (in Thousands) Class I Up to $1,000 Class II $1,000 to $2,000 Class III $2,000 to $5,000 Class IV $5,000 to $10,000 Class V $10,000 to $25,000 Class VI $25,000 to $50,000 Class VII $50,000 to $100,000 Class VIII $100,000 to $250,000 Class IX $250,000 to $500,000 Class X $500,000 to $750,000 Class XI $750,000 to $1,000,000 Class XII $1,000,000 to $1,250,000 Class XIII $1,250,000 to $1,500,000 Class XIV $1,500,000 to $1,750,000 Class XV $1,750,000 to $2,000,000 This information has been provided to you so that consideration is given to the financial condition of our proposed carriers. The financial information disclosed is the most recent available to Brown & Brown of CA, Inc. Brown & Brown does not guarantee financial condition of the insurers listed above. �014'll rJ 0.11 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal t Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Claims Reporting Guidelines Make Brown & Brown, Inc. aware of any and all incidents immediately after they occur, whether it be an auto accident, a theft, slip & fall, even a minor incident that appears will have no future activity. Do not wait for a police report. Gather as much concrete information as possible. For example, police reports, company incident reports, conversation logs, medicals and pictures - anything that may assist in the handling of your claim. Send this information either by mail, e-mail or fax to: Brown & Brown of CA, Inc. 500 N. State College Blvd. Suite 400 Orange, CA 92868 (714)221-1883 (714) 221-4196 fax pcoleman@bbsocal.com If you have any questions or incur any problems, please call our office and we will be glad to assist in any way we can. This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Named Insureds The following are named insureds on your policies: City of Temecula The Redevelopment Agency of the City of Temecula Temecula Community Services District Temecula Public Financing Authority Please verify the accuracy of each name on this list and update if needed. 5 rivals .. ► " , • r This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 PROPERTY (Incl. Business Interruption, Boiler & Machinery, Inland Marine, Fine Arts, EDP) • Statement of Values • Premium Summary • Marketing Results 6 t'►lii / •� .: 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal City of Temecula Schedule of Locations 1 1 41000 Main Street Temecula, CA Civic Center 2 1 43200 Business Park Dr Temecula, CA 92590 (Old)City Hall 3 1 30875 Rancho Vista Rd Temecula, CA 92590 & 42659 Margarita Rd. Temecula, CA 92590 Ronald Regan Sports Park; Community Recreation Center Offices (CRC); Meeting Rooms 3 2 Gym 3 3 Auditorium, Classrooms, Kitchen 3 4 Pool / Pool Bldg. 3 5 Skateboard Park, 3 6 Roller Hockey Pork, 3 7 Restrooms/Playground Equipment Rental Facility 4 1 28816 Puljo Street, Temecula, CA Temecula Community Center 4 2 Caboose 5 1 41845 6th Street Temecula, CA 92590 Mary Phillips Senior Center 6 1 28314 Mercedes Temecula, CA 92590 Museum 7 1 28300 Mercedes Temecula, CA 92590 Wedding Chapel (Chapel of Memories) 8 1 42081 Main Street Temecula, CA 92590 Children's Museum Gift Shop Single Occupant 9 1 42051 Main Street Temecula, CA 92590 Old Town Temecula Community Theater 9 2 42049 Main Street Mercantile Building 10 1 43210 Business Park Dr Temecula, CA 92590 West Wing Maintenance Facility / Office 11 1,2,3 43230 Business Park, Temecula, CA 92591 Field Operation Center 12 1 30600 Pauba Rd Temecula CA 92591 Temecula Public Library 13 1 28690 Mercedes Street Temecula, CA 92590 Parking Structure/Office - Retail 14 1 28816 Pujol Street Temecula, CA 92590 TCC Safe House 15 Bahia Vista Pork 41566 Avenida De La Reina, Temcula, CA Park, Basketball 16 1 Buterfield Stage Park 33654 De Portola Road Temecula CA 92590 Park, Playground Equipment & Restroom 17 Calle Aragon Park 41621 Calle Aragon Temecula, CA Park, Playground Equipment 18 1 Crowne Hill Park 33203 Old Oak Rd Temecula CA 92590 Park, Playground Equipment & Restroom 19 1,2,3 Harveston Community Park 28582 Harveston Dr. Temecula, CA 92590 Park, Playground Equipment, Restroom, Snack bar 7 20 1, 2 Harveston Lake Park 29005 Lake House Road Temecula, CA 92590 Park, Playground Equipment, Restrooms, Lake, Gazebo, Boat House 21 John Magee Park 44576 Corte Veranos, Temecula, CA Park, Playground Equipment, 22 1 Kent Hintergardt Park 31465 Via Cordoba, Temecula, CA Park, Playground Equipment, Restrooms, Snack bar 23 Loma Linda Park 30877 Loma Linda Road, Temecula, CA Park, Playground Equipment 24 Long Canyon Creek Park 40356 N. General Kearny Rd, Temecula, CA Park, Playground Equipment 25 1, 2 Margarita Community Park 29119 Margarita Rd Temecula, CA 92590 Park, Roller Hockey, Ball Fields, Tennis 26 1, 2 Meadows Park 43110 Meadows Parkway Temecula CA 92590 Park, Playground Equipment, Restroom 27 Nakayama Park 30952 Nicolas Rd, Temecula, CA Park, Playground Equipment 28 Nicholas Road Park 39955 Nicholas Road Temecula, CA Park, Playground Equipment, 29 Pablo Apis Park 33005 Regina Dr, Temecula, CA Park, Playground Equipment 30 1 Pala Community Park 44900 Temecula Lane Temecula, CA Park, Playground Equipment, Restrooms,Snack bar, Ball Fields, Tennis 31 1 Paloma Del Sol Park 32099 De Portola, Temecula, CA Park, Restrooms, Ball Fields, Snack bar 32 Paseo Gallante Park 32455 Camino San Dimas, Temecula, CA Park, Playground Equipment 33 1, 2, 3, 4 Patrica H. Birdsall Sports Pork 32380 Dean Hollow Way Temecula, CA Park, Snack bar, Playground Equipment, Restrooms, Ball Fields, Courts, Maintenance Building 34 1, 2 Pauba Ridge Park 33405 Pauba Road Temecula, CA 92590 Park, Playground Equipment, Restrooms 35 1, 2 Redhawk Park F (Redhawk Community Park) 44715 Redhawk Parkway Temecula, CA Park, Turf Area, Shelter/Picnic Tables, Dog Park, Restrooms, Basketball-Half Court 36 Riverton Park 30950 Riverton in, Temecula, CA Park, Playground Equipment 37 Rotary Park 28816 Pujol Street Temecula, CA Park; Picnic Tables 38 1 Sam Hicks Park 41970 Moreno Dr Temecula CA 92590 Park, Playground Equipment, Restrooms 8 39 Serena Hills Pork 40747 Walcott Lane Temecula, CA Park, Playground Equipment 40 Stephen Linen Jr. Memorial Park 44935 Nighthawk Pass, Temecula, CA Park, Playground Equipment 41 Sunset Park 32155 Camino San Jose, Temecula, CA Park, Playground Equipment 42 1, 2 Temecula Duck Pond 28250 Ynez Rd & Rancho California Rd Temecula, CA 92590 Pork, Pump House, Restroom, Shade Facilities and Veterans Memorial 43 Temecula Creek Trait Park 33662 Channel Street, Temecula, CA Pork, Playground Equipment 44 1, 2 Temeku Hill Park 31367 la Serena Way Temecula, CA 92590 Park, Playground Equipment, 2 Restrooms, Snack bar, Ball Fields 45 Vail Ranch Park 32965 Harmony Lane, Temecula, CA Park, Playground Equipment 46 Veterans Park 30965 La Serena Way, Temecula, CA Park, Playground Equipment 47 Voorburg Park 39960 Nicolas Rd, Temecula, CA Park 48 1 Winchester Creek Park 39950 Margarita Rd Temecula, CA 92590 Park, Playground Equipment, Restrooms, Basketball 49 1 Wolf Creek Trail Park 45454 Wolf Creek Rd, Temecula, CA Park, Trail with Por Course 50 Wolf Creek Park 45850 Wolf Creek Dr N., Temecula, CA Park, Playground Equipment, Restroom, Gazebo 51 1 30650 Pauba Rd. Temecula, CA 92590 Fire Station #84 52 28330 Mercedes Temecula, CA Fire Station #12 53 27415 Enterprise Cr. West Temecula, CA Fire Station #73 54 37500 Sky Canyon Dr Temecula, CA Fire Station #83 55 1 32221 Wolf Valley Road Temecula, CA 92592 Fire Station #92 56 1 32131 South Loop Rd. Temecula, CA 92591 Fire Station to be occupied upon dispute settlement 57 1 32364 Overland Trail Temecula, CA 92592 Temecula Citizens Corp & Paramedics 58 1 41951 Moraga Rd Temecula, CA 92590 Temecula Elementary School, Restrooms 2 Pool / Pool Bldg. 59 42075 Meadows Parkway Temecula, CA Temecula Middle School 60 1 30027 Front Street Temecula, CA 92590 Prefab Radio Bldg. 9 61 1,2,3 28870 Pujol St. Temecula, CA 92589 Pantry Storage Escalar House & Barne 62 1 6th & Front Streets Temecula, CA 92590 Restrooms & Light Standards, Parking Lot 63 Towne Square Park 41000 Main Street Temecula, CA 92590 Turf & Benches 64 1,2 Old Town Temecula Temecula, CA 92590 2 Arches 65 "Basket Foundation" Town Square Park 41000 Main Street Temecula, CA Fountain — Sculpture 66 "Singing in the Rain" 28250 Ynez Road Temecula, CA 92590 Public Art — Sculpture 67 Overland Bridge Artwork between 27624 Jefferson & 26531 Ynez Road Temecula, CA 92590 Public Art 68 Civic Center Mural on Parking Garage 28690 Mercedes St. Temecula, CA 92590 Public Art 69 "Immigrant Trail" Civic Center Mural 41000 Main Street Temecula, CA 92590 Public Art 70 Temecula Duck Pond 28250 Ynez Rd. & Rancho California Rd. Temecula, Ca 92590 Veteran's Memorial 10 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-11 to 2.26.12 DIC Loc. f1 Bldg. / Address Occupancy Bldldhlp BPP •Pl61 EE Vatuatge Padenl EDP HardwareEDP SeRwans EDP EE Year But Conatrucdan I+Id. of Sind,* Prot Cf Ana f60,Ft-1 X 1 1 41000 Alain SI, Temecula. CA Civic Corner 34.926.092 3.539,800 0 1.000 50000 2,000.000 5.000.000 Included 500.000 2010 3 4 96.795 X 2 1 43200 eutmeu Park Dr Temecula. CA 92590 (016) Cay Han 6.000.000 1.200.000 0 0 0 0 250.000 Included 25,000 1993 SprStklcroa J,,,y 2 4 57.000 X 3 1 30875 Rancho Vista Rd Temecula. CA 92590 5 42659 Margam/ Rd Temonda, CA 92590 Ronald Repan Sports Park Cemmundy Reveal= Center Offices (CRC1' Messina Rooms 1.200.000 215.000 0 0 50000 100.000 100,000 htCr8e9 10.000 1994 Spnntlerod Concrete Block 1 4 6,000 X 3 2 Gym 3.400.000 60.000 0 0 lncluded 0 0 0 0 1994 Spnnktered 1 4 16,000 X X 3 3 u, Clesaamt, Audlonmr0 Kamen 2,500,000 115.000 0 0 Ir¢Lrded 0 15,000 In, aped 10.000 1994 o Sp.4Con7etllered Conchae Stack 1 4 10.000 3 4 Pool 7 Pool Bldg/Sade 250,000 0 130.000 0 Included 0 0 0 0 1994 Concrete 1 i 4 1,000 X 3 5 Skateboard Park, Roller Hockey Perk. 187.200 130.000 0 0 0 0 0 0 Included Included 0 0 0 0 0 0 0 0 1994 Blocs Sonnklered Concrete 1 4 1.000 X 3 6 X 3 7 Restrooms, Snetkbars.PIay5round Enurement Rental Faoitly 500.000 35,000 30.000 0 lncluead 0 0 0 0 1990 JAMasony 1 4 3.000 X 4 1 28816 Pulp Stroel, Temecula, CA Temecula Community Comer 1,100,000 250.000 0 0 50,000 0 15.000 intruded 0 1085 Fr1515000 1 4 4,500 4 2 Cabana 520000 35,00Q 0 0 0 0 0 1085 Stool 1 4 2,000 X 5 1 4164561h Street TerTlecula, CA 02590 May Phillips Senior Cerner 2,000,000 375,000 0 0 50.000 0 15,000 Included 0 1985 Sprbtkleied J/Mp19nn 1 4 6,000 X 6 1 28314 Marcelo' Temecula, 0632590 Museum 1.800.000 50,000 0 0 0 3,000.000 15,000 Included 0 1908 Sp:lrtklered 2 4 7200 X 7 1 28300Mercedes Temaculn CA 92590 Wedding Chapel (Chapel of Memanesl 250.000 100,000 0 0 0 0 0 0 0 1058 Frame Spnnklerod Prime 1 4 1,509 X 8 1 42081 Thin Strout Temecula, CA 02500 Ch90re00 Museum GM Shop Single Occupant 2.250.000 1,500000 0 0 0 0 25,000 1nclu0e0 0 Frame, 8orv+urr44, Ne hive 4 X 9 1 42051 Ilam Street Temecula, CA 92590 42040 Mare Street Old Toren Temecula Community TheaterStc 9.000.000 1.000,000 0 300.000 0 0 650,000 Included 75.000 2005 Sprmklared, 3 4 20,000 X 9 2 Merearmle Bu9/in4 1,500,000 50.000 0 0 0 0 0 0 2003 Wood Frame 8 Ones 1 4 2.164 X 10 1 43210 Business POAt Dr Temecula CA 0290 Weal Wing Maintenance Fnalgyf =Cc 3,300,000 400,000 0 0 0 0 75,000 Irlehtded 10,000 1097 Spnnklereo Me9Wry 2 4 13,500 X 11 12,3 43230 Business Park, Temecula. CA 02501 Field Opera'Jon Center 6.900,000 550,000 0 0 50.000 0 150,000 Included 100,000 2007 SpeInklered Steel Fame COmpetae MomDrana and Meet Roc 2 17,600 X 12 1 30800 Pauaa Rd Temecula CA 92591 TOmeOAa Putdc Library 10.000.000 550.000 0 0 200.000 2,000.000 950.000 Included 150.000 2006 Spmrktered Steel 1 34.000 X 13 28890 Mercedes 5t. Tome A8. CA 92590 Parking Structure/OM-00, Retail (RE EDP hardware LOcd'uOn Locked 89.9 cud access & seamty camera) 16,700.000 0 0 0 0 0 650.000 Inckded 0 2010 Retrdarced 8 0,05 caged 05 in plate e ooncrete/slnrct ural peel frame 1 below 8 3 /Dove 4 179 4101 8555 X 14 20816 Pule Stipa Temecula. CA 92504 TCC SAFE House 1242,053 0 0 0 50.000 0 175,000 Included 0 2009 SpnmJ5r90 frame wan minim! 1 4 3,600 15 Bahia Vista Park 41566 Avenida De La Rema, TOmcula, CA Park Baske1Dae 0 15.000 0 0 0 0 0 0 16 1 0s 96tald Slago Park 33654 De Pendia Road Temeula CA 97590 Park, Playground Equipment 8 Restroom 140.400 0 50.000 0 0 0 0 0 0 1996 Commie Block 1 4 1,000 17 Cgs Aragon Park 41921 Cane Aragon Temecula, CA Park Playground Equipment 0 15,000 0 0 0 0 0 0 16 1 Creme Hitt Park 33203 074 Oak Rd Temooule CA 92590 Park, Playground Equipment 6 Restroom 140,400 0 40.000 0 0 0 0 0 0 2003 Canova 910ek 1 4 1,000 0/201102 GOV Tem 1 015 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-11 to 2-26-12 INC• Loc. E Bldg., Address ' Occupancy Building BPP - 'Playground Enulllment BI EE Valuable-1EDP Paean Hardware EDP Software EDP EE Year Built Construction No. of Prot Ana X 10 1,2 3 HarVes1on Community Park 28592 Harvester. Dr. Temecula. CA 92550 Pan, Playground Equipmem, Restroom. Snockbar 500.000 35,000 40,030 0 0 0 0 0 0 2004 Concrete Block mortes 1 C1 4 (80.Fel 3.000 Cemmunry Room 600,000 Includes 0 0 0 0 0 0 0 2004 20 1, 2 Harveston Lake Palk 29005 Lake House Road Temecula, CA 92590 John Magee Part 44570 Cone Veronos, Temecula, CA Park. Playground Equipment, Reslrooans, Lake, Gazebo, Boat House Pork, Playground Equipment 500,000 0 0 0 15,000 15.000 0 0 0 0 0 0 0 0 0 0 0 0 2004 Concrete Block 8 Wood 1 4 1,900 3000 21 22 1 Kean Himergardl Park 31465 Via Cordoba. Temecula, CA Park Playground Equipment, Resuooms. Snnckba: 500.000 35,000 15,000 0 0 0 0 0 0 1991 Concrete Block 1 4 3,000 23 Lomo Linda Park 30377 Loma Linda Road. Temecula, CA Park, Playground Equlpmard 0 0 30,000 0 0 0 0 0 0 24 Long Canyon Creek Perk 40358 N. General Keamy Rd, Temecula. CA Park. Playgroun4Equipmenl 0 0 30.000 0 0 0 0 0 0 25 1, 2 Margarra Community Pdrk 29119 Morgarita Rd Temecula, CA 92590 Park, Roller Hockey, Ball Fields. Tennis 140.400 0 150.000 0 0 0 0 0 0 1.000 28 1, 2 Meadows Park 43110 Meadows Parkway Temecula CA 92590 Park Playground Equipment, Restroom 140.4000 40,000 0 0 0 0 0 0 2003 Control Block 1 4 1,000 27 Nakayama Park 30952 Nicolas Rd, Temecula, CA Park, Playground Equipmean 0 0 40.000 0 0 0 0 0 0 29 Nicholas Road Park 39955 NiOlelas Road Temecula, CA Parc, Playground Equipmem, 0 0 15,000 0 0 0 0 0 0 29 Pablo Apis Park 33005 Regina Or, Temecula, CA Park. Playground Equipment 0 0 40,000 0 0 0 0 0 0 30 1 Pela Community Parc 44900 Temecula Lane Temecula, CA Park, Playground Egvwpmaan, Restroams. Snackbar, Ban Fields, Tenni, 500,000 35,000 40,000 0 0 0 0 0 0 1992 Concrete 010011 1 4 3.000 31 1 Palorna Del Sol Park 32099 De Parole, Temecula, CA Park Reslrooms, Ball Fields, Snackbar 500,000 35,000 40.000 1,000 8,930 0 15,000 In:hideO 10,000 1991 J/Masonry 1 4 3.000 32 Paseo Gallante Park 32455 Camino San Dimas, Temecula. CA Park. Playground Equipment 0 0 15,000 0 0 0 0 0 0 33 1, 2, 3, 4 Palrica H. B&rdsaiJ Sports Park 32380 Dean Hollow Way Temecula. CA Park, Snadkbar, Playground Equipment, Resirooms, Ball Fields, Cauls, Marmanenoe Building 2.240,000 100,000 50,000 0 0 0 100,000 Included 50,000 2006 Concrete 1 7,169 34 1, 2 Pauba Ridge Park 33495 Paula Road Temecula. CA 92590 Park. Playground Equipment, Reslrooms 140,400 0 30.000 0 0 0 0 0 0 2003 Concrete Block 1 4 1000 35 1, 2 Rednawk Park F (Redhawk Community Park) 44715 Rednawk Parkway Temecula, CA Park. Tun Area, Sheder/Picnic Tables, Dog Park, Restrooms. Basketball Hall•Cou1 0 0 40.000 0 0 0 0 0 0 m5201102 SOV Tem 11.2 2 of 5 CITY OF TEMECULA Spacial Form, Difference En Conditions, Earthquake Flood Statement of Values 2-26-11 tot -26-12 DIC Loc. L Bldg.* Address Occupancy BuOQlny BPP •PlaB7 Esrublmnrt EE Valuable PeDers EDP Hardware 0 EDP @o}twim 0 EDP EE 0 Year add CatnLlrttlon No. 07 Stoned Prot C Arae ISO.F1.1 36 Rrvenon Park 30950 Riverton Ln, Temecula, CA Park. Playground Equipment 0 0 40000 0 0 0 37 RW.ary Park 28816 Pup] Steel Tememila. CA Park; Plcnlc Tables 0 0 0 0 0 0 0 0 0 38 1 Sam 11i4cs Park 41970 Moreno Dr Temecula Ca 92590 Park, Playground Equipment, Re:trowns 140,400 0 30.000 0 0 0 0 0 0 1096 Concre1a Block 1 4 1.000 39 Serena Halls Park 40717Walaad Lana Temecula, CA Park. Playground Equipment 0 0 40.000 0 0 0 0 0 0 40 Stephen Linen Jr. Memorial Park 44935 Ni918hank Pass. Temecula. CA Perk Playground Equipment 0 0 40,000 0 0 0 0 0 0 41 Sunset Park 32155 Camino San Jose. Temecula. CA Park, Playground Equi.nment 0 0 15000 0 0 0 0 0 0 42 1. 2 Temecula Dudc Pond 28250 Ynez Rd d Randle CaLfamu Rd Temecula, CA 92590 Pane. Pump House. Reitman, Shads Facildles 200.000 0 40.000 0 0 0 0 0 0 1996 Concrete Bock 1 4 1,000 43 Temecula Creek Trod Park 33662 Channel Street Temecula, CA Park, Playground Equrpment 0 0 15.000 0 0 0 0 0 0 44 1, 2 Temaku hkIJ Park 31367 La Serena Way Temecula, CA 92590 Park, Playground Equipment. 2 Restroom-, SnaCkb8r. Ball Fiatds 500,000 35,000 30,000 0 0 0 0 0 0 2000 Convene Bleck 1 4 3,000 45 Vail Ranch Park 32965 Harmerry Lane, Temetuta. CA Park, Playground Egwpmam 0 0 40.000 0 0 0 0 0 0 46 Veteran's Park 30985 La Serena Way, Te oeccAa. CA Park. Playground Cgwpmore 0 0 15.000 0 0 0 0 0 0 47 Vooreurg Park 39960 Ntcolas Rd, Temecula. CA Park 0 0 0 0 0 0 0 0 0 45 1 Wmtester Geek Park 39950 Uargarta Rd Temecula. CA 92590 Park. Playground Eq.epmam. Restroom-. Baskelaau 140,400 0 15.000 0 0 0 0 0 0 1999 -Masonry 1 4 1.000 49 1 Walt Creek Track Park 45454 Wolf Creek Rd, Temecula, CA Park, Trait sari Pa: Course 0 0 0 0 0 0 0 0 0 50 Wolf Creek Parc 45850 Wolf Creek Or N.. Temecula. CA Park. Playground Equpmenl. Restroom, Gazebo 140,400 0 40000 0 0 0 0 0 0 2008 Concrete Black 1 4 1.000 X 51 1 30650 Pauba Rd. Temecula, CA 92590 Fire Stilton 084 3,000000 120.000 0 0 0 0 15,000 Includad 0 1997 Sprinktered Masonry 2 4 10000 52 28330 Mercedes Temecula, CA Fue Siouan 012 Insured by CAL FIRE 0 0 0 0 0 15.000 19410004 0 X 53 27415 Eaaprtte Cr. West Temcaia. CA rue Sinner 073 1.800.000 95.000 0 0 0 0 15.000 Included 0 1988 Type V Wood Frame Stucco 1 4 6,000 me201102 SOV Tem 11-3 3 of CITY OF TEMECULA Special Form, Difference In Conditions, Earthquake Flood Statement of Values 2-26-11 to 2-26-12 DIC Loc. R Bad.5 Addmpa Occupancy Bu1151 ng BPPIproUn DI Eou61 EE P4oe� EDP Hardware SoftwareEDP EE Ylay Suitt Corotoual0n r" Prot Area 54 37500 Sky Car yon Dr Temecula. CA Fire Station 083 Insured by Coady et Riverside 0 0 0 0 0 0 0 0 Monk X 55 1 32221 Wear Vaary Rosa Temecula, CA 92592 Foe &means x92 2.718,600 95.000 0 0 0 0 15000 Invaded 0 2007 Spnnklered Steel Stucco It Rock 14 9,062 X 58 1 32131 South Logy Rd Temeada, CA 82591 myp Fire Station to be oed upon dopule seftemerd 2.709.000 95.000 0 0 0 0 0 0 0 2006 SpnnUOred Concrete 1 4 9.030 57 1 32364 Overland Trail Ternocu4. CA 922592 Temecula Cozens Corp & Paramedics 60.000 30.000 0 0 0 0 10.000 Included 0 2002 Wood Frame Wood S1&t 1 2.000 58 1 41951 Momga Rd Temecula. CA 92590 Temecula Elememary School, Resaooms 140,400 0 0 0 0 0 0 0 0 1994 Spnnkleroa Carteret* CA Blaure 14 1.000 e+8 2 Pool r Pea! Bldg. 140,400 0 0 0 0 0 0 0 0 1894 C onle1 Worst 4 1.000 59 42075 Meadows Parkway Temecula, CA Temecula addle School 0 25.000 0 0 0 0 0 0 0 60 1 30027 Front 55041 Temecula, CA 02590 Prefab Radio Bldg 6.750 0 0 0 0 0 0 0 0 1996 Steel1 4 48 61 1 Eecala Haase d Sam 26870 Pup! S1 Temecula, CA 92580 Pantry Storage 720,000 0 0 0 0 0 0 0 0 1928 Wood Stucco 14 1,500 82 1 Stn & Front Streets Tomet:ula. CA 92590 Regrown, d Ugh! Stand0ms, P5ninq Lot 38,400 0 0 0 0 0 0 0 0 1997 Frame1 4 700 Unscheduled, Etedtonl0 Data Processing Hardware, Sonoraro and Extra Expense al Non -O med peenlmns 00 0 0 0 0 290,000 InCtutletl Included 63 Town Square Pan 41000 Men Street, Temecula, CA 02590 Turf & Benches 00 50.000 0 0 0 0 0 0 Insured VatuesSpeelal Form $127,092,895 510,750.300 11.335000 1302,000 3500,900 57,100.000 16,560,000 Included 5940000 X DIC, EQ & Flood Coverage Totals: 5118,783,745 810.429500 NIA 1301,000 5500,009 $7.100,000 8.130,000 Included 1500,000 X 64 t. 2 Old Town Temecula Temecula. CA 92590 2 Arches 0 5175.000 each 350.000 0 0 0 00 0 0 0 1999 steel aantrua Carew. • Fug atee Fns Foamede t 65 basket Fcum>, a' Town Square Pat 41000 Man Street. Temecula CA Fouman "Tuwr 400.000 0 0 0 0 0 0 0 0 2010 6e -5.09110m Ino Ran' 28250 Ynes Rase. Tomeuaa, CA 92500 Pu0b. An Scapture 130.000 0 0 0 0 0 0 0 07 Overland Bodge Artwork between 27624 daraanon & 26531 Yves Road. Temecula. CA 92590 Public Art 60,000 0 0 0 00 0 0 0 68 Civic Comet Mural on Parking Oorgeo 28690 'demotes 51. Temecula, CA. 92590 Puma AA 250.000 0 0 00 0 0 0 0 69 lmmngrom Tree Cmc Center Mural 41000 Main Street, Temocu'n CA 92590 Pubic Art 45000 0 0 00 0 0 2010 m62011 52 604 Tan 11.4 4015 CITY OF TEMECULA Special Form, Difference In Conditions, Earthquake Flood Statement of Values 2-26-11 to 2-26-12 DIC Loc. R Bldg. / Address Occupancy Building BPP 'Playground EguIPmen1 BI EE Valuable Papers EDP HaMwaroEDP EDP EE Year Built Conslruellen N°' al Prot Ana X 70 1 Temecu:e Dusk Pond 28250 Ynez Re & Rancho Cat;fomia Rd Temecula. CA 92590 Veteran's Memorial 550,000 0 0 0 0 0 0 0 0 2004 sten Ranlorcee Concrete podsMa Gonne rice X Total tnsured Values (DICT: Building: BPP: Bi: EE: VP: EDP(H): EONS): EDP (EE): Arches (lot 084): Veteran Mem. (la 470). (TtU4 Yea:) 6118.763.745 10.429.600 301,000 500000 7.100.000 8.130,000 Included 5889,000 350.000 550.000 (last Yeaq 584,958,853 7,511,800 364.000 347,818 8.250.000 5.880,000 Included 5605,000 350,000 300.000 Total:5147,001,545 $105.565,469 * Sprinktere0 FuJy-Construction Type local: Structural Steel Braced Frame with Reinforced Concrete Sneer Walls. Structure has two roofing components over metal decking with concrete (1) built up elayfite and (2) Thermoplastic (TPR) membma roofing. ms2p1102 SOY Tem 11-5 Authorized Signature Tdle 'Playground Equipment pneludes Sheller* & Picnic Tables/8E1Q: Slides etc Date 5 of PROPERTY 2-26-11 To 2-26-12 Per Schedule of Locations / Statement of Values attached Subjects of Insurance Limits of Insurance Building & Personal Property — Blanket including Playground Equipment $1 39,147,695 (*100,548,991) Location #70 - Veterans Memorial (*300,000) $550,000 Location #64 - 2 Arches $350,000 Contractor's & Mobile Equipment, Per Schedule Attached $416,900 Business Income Including Extra Expense - Blanket (*721,716) $810,900 Fine Arts (Loc. #6) (Loc. #12) (Loc. #6 & #12) (Loc. #65 - #69) $250,000 Owned $35,000 Owned $250,000 Property of Others (*0) $885,000 Total Fine Arts at Any Other Location (AOL) $100,000 Fine Arts in Transit (Owned & Others) $100,000 Valuable Papers — Blanket (*6,250,000) $7,100,000 EDP Property — Blanket (Hardware & Software) (*6,310,000) $8,560,000 EDP Extra Expense (*665,000) $940,000 Newly Acquired Buildings $2,000,000 Newly Acquired Equipment $1,000,000 EQSL Sublimit with $25,000 Deductible $2,000,000 Machinery & Equipment Breakdown Included Miscellaneous Unscheduled Equipment Including Mobile & Voice Communication Equipment (See Representative Sampling) $150,000 Personal Property in Transit $100,000 Deductibles: Coinsurance: (*Last Year) $10,000 Building/Personal Property $5,000 Valuable Papers/EDP/Fine Arts and (AOL, Transit) Contractor's Equipment/ Personal Property at Unnamed Locations/ Personal Property in Transit $1,000 Miscellaneous Unscheduled Equipment & Mobile Communication Property 24 hour waiting period for Business Income and Extra Expense (with EDP BI/EE) & Machinery & Equipment Breakdown Business Income Nil Agreed Value: Yes, subject to receipt of current signed statement of values and Business Income worksheet. Endorsements: • Date Recognition Exclusion • State Amendatory (where applicable) • All expiring endorsements unless otherwise noted or previously disclosed 12a Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 An Explanation of PROPERTY BUILDINGS: (Real Property) Buildings or structures including extensions, fixtures, machinery and equipment constituting a permanent part of the building, building service equipment and supplies. CONTENTS: (Personal Property) All business property including stock, fixtures, equipment while in the building or in the open within 100 feet of the premises. IMPROVEMENTS & BETTERMENTS: Alterations or additions to any building not owned by insured. BUSINESS INCOME: Reimburses insured for loss of income resulting directly from interruption of business caused by damage to or destruction of real or personal property, by perils insured against. The company is liable for the actual loss of net income that would have been earned or incurred and continuing normal operating expenses including payroll. This form of insurance provides "disability Income" for your business and the function of it is to replace the operating income of your business during the period when damage to the premises or other property prevents this from being earned. It is from your operating income that your business meets expenses of payroll, light, heat, advertising, telephone, etc., and from which is derived your profit. This form is subject to coinsurance of either 50%, 60%, 70%, 80%, 90%, 100% or 125%. MAXIMUM PERIOD OF INDEMNITY: Provides loss of income the same as business income except that coverage is limited to 120 days and is not subject to coinsurance. MONTHLY LIMIT OF INDEMNITY: Provides loss of income based on insured's highest monthly Toss times length of maximum down time. Not subject to coinsurance. EXTRA EXPENSE: If your building was rendered untenantable by fire or by any other insured peril, it would probably be deemed necessary to secure other quarters to continue operations. However, the use of such buildings would undoubtedly involve many extra expenses such as rents, installation of telephones, etc. Extra Expense Coverage would provide the necessary money for such expenditures. 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal Fahri inn./ 7 7(11 1 im Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 CONTINGENT BUSINESS INTERRUPTION: Indemnifies the insured for Toss of gross earnings and continuing charges and expenses resulting directly from necessary interruption of his business due to damage to or destruction of (a) Contributing properties which are firms supplying raw materials or parts to the insured and (2) Recipient properties which are firms to which products of the insured are furnished. AGREED VALUE ENDORSEMENT: An agreement made by the insured company that they will waive the coinsurance clause on specified property if a Toss caused by an insured peril occurs after the date of the endorsement and prior to the expiration of the policy. If this endorsement is not extended by endorsement beyond the expiration date the Coinsurance Clause is automatically reinstated. VALUE REPORTING FORM: If your stock values fluctuate from month to month, this is the most feasible plan you can have as you report exact amount of exposure present. This policy is written subject to the 100% Coinsurance Clause and the values are adjusted at the end of each year. You will either receive a return premium or an additional premium, depending upon the average value reported. The deposit premium is based on 75% of the face amount of insurance shown. PLATE GLASS: "All Risk" of direct physical Toss. Includes the expenses of repairing frames, installing temporary plates, or boarding up opening. Coverage is for Full Replacement Cost, less deductible. EMPLOYMENT DISHONESTY: This covers Toss of money, securities or property belonging to the insured or for which the insured is legally liable due to employee dishonesty. Burden of proof rests with the insured. Policy does not cover inventory losses based on an inventory computation or a profit and loss computation, unless the insured can prove through evidence wholly apart from such computation that the loss was sustained through dishonest acts of employees. Under Blanket Position Bond each employee is bonded for policy limit, while under Commercial Blanket Bond the policy limit applies regardless of the number of employees involved. MONEY & SECURITIES BROAD FORM: The company pays for loss of money and securities by the actual destruction, disappearance or wrongful abstraction of same from within the premises or while being conveyed by a messenger outside the premises. ACCOUNTS RECEIVABLE: "All Risk" protection is provided which includes the following perils: fire, lightning, windstorm, hail, riot, civil commotion, strikes, explosion, aircraft, vehicle damage, collapse of building by weight of ice, snow or sleet, vandalism and malicious mischief, burglary and theft and other perils not excluded by the policy. This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Fahr inn,) 9411 1 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 The intent of this insurance, if any of the above losses occur, is to provide coverage for the following: • All sums due you from customers, provided you are unable to effect collection thereof as a direct loss or damage to records of accounts receivable. • Interest charges on any loan to offset impaired collections pending repayment of such sums made collectable by such loss or damage. • Collection expense in excess of normal collection cost made necessary because of such loss or damage. • Other expense, when reasonably incurred by you in re-establishing records of accounts receivable following loss or damage. INSTALLATION FLOATER: Covers materials and supplies destined to be installed or erected while in transit or at a job site. Tools and equipment of the insured and property at owned or rented premises is excluded. NEON SIGN COVERAGE: Policies are written on "All Risk" basis, subject to the following exclusions: • Wear and tear and gradual deterioration • Loss caused by installation • Mechanical breakdown • Loss caused by dampness of atmosphere • Loss caused by war • Loss caused by nuclear reaction VALUABLE PAPERS: Valuable papers means written, printed, or otherwise inscribed documents and records, including books, maps, films, drawings, abstracts, deeds, mortgages and manuscripts. Valuable papers would cover the cost of research to reconstruct damaged records, as well as the cost of new paper and transcription. It is an "All Risk" form. This endorsement does not apply to the following: • Fraudulent or dishonest acts by the insured • Loss resulting directly from errors or omissions in processing or copying the valuable paper • Wear, tear, gradual deterioration, vermin, or inherent vice • Loss due to electrical or magnetic injury, or erasure of electronic recordings except by lightning This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal FPhri Inn/ 9 9n1 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 • Loss due to nuclear reaction • Loss caused by warlike action • Loss of property held as samples or for sale or for delivery after sale. CONTRACTORS TOOLS & EQUIPMENT: A floater used to cover a wide variety of movable equipment. Coverage can include small items such as hand tools, i.e., hammers, circular saw, jig -saw, pumps, etc. EQUIPMENT FLOATER: A floater used to cover a wide variety of owned and rented equipment. Coverage can also include equipment rented to others. See your specific form for details. COMPUTER: MEDIA - magnetic tapes, discs, drums, or other materials on which data are recorded. EQUIPMENT - machinery used to read and produce information kept on the media. LOSS OF INCOME - when normal operations are curtailed because of damage to or destruction of the equipment or the media. EXTRA EXPENSE - additional cost incurred by an insured in its attempt to conduct business on a normal basis after damage or destruction of its processing system. This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 IO2pc Tem Prop -DIC Proposal F,.hri rnry 9 9111 1 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 An Explanation of SPECIAL FORM COVERS ALL DIRECT CAUSES OF LOSS, SUBJECT TO, BUT NOT LIMITED TO, THE FOLLOWING EXCLUSIONS: ➢ Explosion of steam boilers ➢ Voluntary parting via trick or device ➢ Mysterious disappearance or inventory shortage ➢ Wear and tear ➢ Loss caused by birds, insects, rodents or other animals ➢ Mechanical breakdown S Artificially generated electrical currents y- Continuous or repeated seepage or leakage of water over a period of 14 days more ➢ Smog ➢ Dishonest act or omission by an insured, employee, volunteer or authorized representative ➢ Rust, corrosion, fungus, decay, deterioration or latent defect ➢ Earth movement > Dampness or dryness of atmosphere, extremes of temperature > Water leakage from failure to protect from freezing > Flood - surface waters or water which backs up through sewers or drains. Water below the surface of the ground, including that which exerts pressure or flows, seeps or leaks through sidewalks, driveways, foundations, walls, basement or other floors, or through any opening. ➢ Governmental Action > Nuclear Hazard ➢ War > Power Failure > Building Ordinance ➢ Rain, snow, ice or sleet to personal property in the open > Release of contaminants ➢ Setting or cracking > Marring or scratching or t This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tern Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 ➢ Smoke, vapor or gas from agricultural smudging or industrial operations Y Collapse except as provided by additional coverage ➢ Failure to act, inadequate planning, or defective design, materials, or maintenance A SPECIAL FORM provides much broader coverage than a BASIC or BROAD PERILS policy in lieu of a limited number of perils insured against under the BASIC or BROAD PERILS policy. The SPECIAL FORM places the burden on the insurance company to pay any loss that is not specifically excluded in the policy contract. t This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 What is Co -Insurance? The co-insurance clause is found in almost every property policy. It states that the insurance company agrees to give you a lower rate per $100 of coverage, if you agree to carry the specified percent of insurance to the value of the property. Examples of Co-insurance at 80%: Building Value Insurance Carried Loss Insurance Pays $100,000 $100,000 $60,000 $60,000 $100,000 $80,000 $60,000 $60,000 $100,000 $70,000 $60,000 $52,500* Have (70,000) Should have (80,000) x Loss ='/a Paid Ordinance or Law Coverage: Coverage is provided when the insured is required by enforcement of building, zoning or land use ordinance or law to repair, replace or demolish a covered building property. Description of Coverage: Coverage A. Loss to the undamaged portion of the building allows a partially damaged building to be valued as a total loss Limits of Coverage B. Demolition Cost C. Increased Cost of Construction OR: Blanket Limits Coverage B and C. rT �rU�1II ruwn This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal t CONTRACTORS & MOBILE EQUIPMENT 2-26-11 TO 2-26-12 t No. Description Limit 1. 1992 Massey Ferguson Tractor with Loader and Scraper S/N: LF31180U397524U $31,500 2. Speed Limit Sign 10,000 3. 1995 John Deere 310D Backhoes S/N: T0310DG813754 64,760 4. 1997 Eagle Police Command Trailer S/N: 1 UPT1 OP20V1016022 (Licensed) 45,000 5. 2 Cairnsiris Helmets - $25,350 each 50,700 6. High Density Mobile Storage System`* 18,750 7. Traffic Signal Modification 14,590 8. 1998 Essick Walk Behind Patch Truck Roller S/N: 10631029 11,167 9. Mobile Traffic Monitor 12,700 10. Scrubber, Floor 17,633 11. Equipment, Defibrillators 35,000 12. 2000 CMPLA Ditchwitch S/N: 1A9AF1826YF495820 48,000 13. 2007 Kawasaki Mule S/N: 1 JK1 AFCJ 1378510945 7,000 14. Cushman Truckster S/N: 1 CUNH22274PL000708 10,000 15. New Holland Tractor S/N: NH33660 20,000 16. 2006 Westcoaster Motor Boat & Trailer S/N: HULJ 1 1 12G506 5,600 17. Genie Lift 7,500 18. 2007 Kawasaki Mule S/N: JK 1 AFCJ 1276510676 7,000 TOTAL: $416,900 *Including Voice Communication Equipment **Miscellaneous Equipment Contained Inside Covered Under Unscheduled Equipment 1 2b Mb201102jv —Temecula Property & tM values MACHINERY AND EQUIPMENT BREAKDOWN 2-26-11 TO 2-26-12 Coverage Limit Deductible Direct Damage Included $10,000 Business Interruption Included 24 Hours Extra Expense Included 24 Hours Consequential / Spoilage Included $10,000 Expediting Expenses Included $10,000 Spoilage Included $10,000 Ammonia Contamination Excluded $10,000 Off -Premises Power Interruption Included $10,000 12c Mb201102jv —Temecula Properly & IM values MISCELLANEOUS UNSCHEDULED EQUIPMENT INCLUDING MOBILE & VOICE COMMUNICATION EQUIPMENT (IN TRANSIT OR AT OTHER LOCATIONS) 2-26-11 TO 2-26-12 REPRESENTATIVE SAMPLING (Below and Per Attached List of Furnishings, Tools & Equipment): 1. Ariel Equipment $21,662 2. Compressor Equipment $3,105 3. Traffic Counter $1,629 4. Fence $2,126 5. Break Jar Mod Drill $5,162 6. Pump System Stencil Truck $2,800 7. Security System $1,130 8. Solar Arrowboard $4,262 9. Gymnastics Equipment $7,394 10. Sound System $141,908 11. Defibrillator $5,199 12. Helmet, Cairns Iris $25,350 13. Bicycle $1,291 14. Radar Equipment $2,172 15. Traffic Signal Modification $14,590 16. Digital Dimmer Component $26,782 17. Play Equipment $15,494 18. Recycling Equipment $5,487 19. Shampooer $2,100 (Limit of Insurance: $150,000) Deductible: $1,000 12d Mb201102jv - Temecula Properly 8 IM ',agues Op0bns18ummary Inlo/Titto 12113120 t 0 11:12 :4 0AM Account InformalIon CITY OF TEMECULA Page: 23 Account No: E 210,165.644.5601 Debit l Credit: 0 Statue Coda: 0 JC Required: Y Standard Ace1: Y Account Claes: Report Group 1: Report Group 2: AccounlType: Year Total Budget TRW: FURNISHINGS 3 EQUIPMENT Cants 1 Inv Code: Nominal !Rook Budgeted: Y Altotmont: N Account History Locked: N Budget Account: Yoar End EiUmato: 0.00 Fiscal Trier: 2011 Encumbrances Expomilturoo Balance 2011 2010 2009 2608 11.503.07 84.500.00 0.00 0.00 2.034.07 0.00 0.60 0.00 Ported Total Budget Encumur:ne. Account Activity 3,401.50 33,756.23 0.00 0.00 6,087.50 50.743.77 0.00 0.00 Expenditures Balance 0 1 3 4 Totals: Z034.07 202.644.00 193.175.00- 0.00 11,503.07 2,034.07 0.00 3,401.50 3,401.50- 2,034.07 0.00 0.00 0.00 3,401.50 0.00 202.644.00 8,067.50 6.067.50 3,401.50 6,067.50 TranlacIfoo Doted Oasntptlon Period Jrnl Doc Typo Doc Oats Post Date Group Reforenco Amount 01C 0 AP OP po, open 0 AP OP po_open 0 GJ BA budsdj a GJ BA budadj 3 AP PO po 3 GJ BA budOdj 4 AP IN tnvolae 4 AP LI po Budget Adjustomaml: 71112010 8/20/2010 brawrtp 022050 Vend= CONDUIT NETWORKS. INC 7/1/2010 8/20/2010 bro+410 022823 Vendor: 0 C 8 REPROGRAPHICS 7/1/2010 8/20/2010 browny 2011 -PO -OPEN 7/1/2010 8/2012010 brouap 2011•PO.OPEN 3/15/2010 9/15/2010 vatlmum 023490 Vender: PARKPACIFIC, INC. 9/3012010 10/20/2010 diekoyj5 2878 10/2712010 11/4/2010 yanked 1828 Vender. PARKPACIFIC, INC. 10/2712010 11/412010 yonkerj 1828 Vendor: PARKPACIFIC. INC. 191,140.93- Eneumbrencc Invoice 1/103838 was paid en 2/ Cheat: Reprographic sevn:parking str Chow: Auto PO Open (022050) Auto PO Open (022623) Bike Raclts:Parking Slructure— Chock#: PRKG STRUCTURE CFC RETAIL Bike Racks:Parking Stnidute Choddl: BIke Racks:Parking Struclure- 2,034.07 CIwck4: 437.28 0 1596.79 0 437.28 1,596.79 3.401.50 0 193,175.00- 3.401.50 D 141724 3.401.50• 141724 Activity: 3,401.50 Page: 23 Optlarterilrunamry tnforlwe 1211312010 10:51:27Akt Account Inhuman= CITY OF TEMECULA Psgo:17 Account No: E 001.170.999.5610 Debt' t Credit 0 Statue Code: 0 JC Ro4uirod: N Standard Ant Y Account Clan: Report 0rcup 1: Regan croup 2: AseountType: Year Total Budget rib: EQUIPMENT Cash 1 My Coda: Nominal) Real: Budgeted: Y Auatmera: N Account History Fiscal Year, 2011 Locked: N Budgot Account: Year End Estimate: 0.00 Encumbrances Expondhuaos @Mann 2011 2010 2009 2008 2007 2008 2005 2004 2003 2002 2001 107,750-00 28,800-00 85,000.00 97,473.00 107.250.47 109,873.58 94,817.54 72,215.00 87,150.00 50,000.00 25,000.00 0.00 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.30 0.00 Period Total Budget Account Activity 58,235.12 28,815.81 75,087.87 84,774.68 105,078.07 104,808.32 38,088.58 82,177.84 60,248.91 48,020.68 17,901.32 19,514.88 15.81• 9.932.13 12,898.32 2,174.40 5,287.28 58,748.98 10,037.38 28,901.09 1,979.42 7,038.68 Encumbrances Espendburos Balance 3 4 5 6 Totals: 115,550.00 5.000.00- 0.00 0.00 2,800.00- 0.00 0.00 79.283.24 79.263.24- 0.00 0.00 8.972.00 0.12- 79.263.24 0.00 115,550.00 101,578.00 22,314.88 22,314.88 19,514.88 107.750.00 0.00 88,235.12 19,514.88 Parted Jrnl Doc Type Transoctlan Dotal Doc Date Pool Date Group Rafaronco DosctlpUon Amount WC 3 0.1 BA Muted] 9/30/2010 3 0J BA boded] 9/30/2010 3 GJ GJ jrnl 9/30/2010 4:31 GJ jot 10/1/2010 4 AP PO p0 1015/2010 4 AP PO po 101512010 4 AP IN Invoke S AP IN invoice 5 AP LI po 5 AP IN invoice 5 AP U po 8 GJ BA budadj BudgatAdjuetamonte: I01121201( dleke0 2077 IC/14/201C dickeyj2 2880 1111!2010 ycnkaij 293 1I/lC/201C dickey) 295 1015/2010 vollmum 023587 Vendor: CALLAWAY MOTORSPORTS 10/5/2010 volkrlum 023587 Vendor: CALLAWAY MOTORSPORTS EQUIPMENT EQUIPMENT Accrued expenditures as 131'9/30 EQUIPMENT Mo c gIce purch:temecula poo Maces: Trade In of Four Harley Davids Check,: 10/19/201010/28/2010 yonker(e 5110000015202 relmb expense for purchase of Vondor, RNERSIDE CO SHERIFFS DEPT Mackt+: 1111212010 12/212010 Ihartteal 99337171 (4) motorcyIoee:Temeculs PoSc Veadar, CALLAWAY MOTORSPORTS Chocks: 11/12/2010 1212/2010 thcmasl 99337171 Matorcyice purth temecuia po5 Vardar: CALLAWAY MOTORSPORTS Check.: 11112/2010 12/212010 thomasl 99337171 (4) motarcylces:Temecuio Polk! Vender, CALLAWAY MOTORSPORTS , Chocks: 11/1212010 12/2/2010 Ihomast 99337171 Trade In of Four Harley Davide Vntder, CALLAWAY MOTORSPORTS Chocks: 12/1/2010 12/3/2010 didteyj4 2898 EQUIPMENT 500.00- 4,500.00. 8,972.00 D 0,972.00 C 107,283.24 0 20,000.00. 0 8.971.88 0 141813 107,263.24 0 142094 107,283.24- 142094 28,000.00 C 142094 28,000.00 142094 2,800.00- 7,800.00- Encumbrances: 0.00 Activity: 88,235.12 Pass: 17 Optlonfl$tmm vy tnfotIIdo 1211312010 10:51:27AM Account Information CITY OF TEMECULA Page: 22 Account No: E 001.171.711.5610 0404/Crcd11: C 8tatuaCodv: 0 JC Required: N 8landatd Acct: Y Account Class: Raped Group 1: Raped Croup 2: Account Typo: Yost 2011 2010 2009 2008 2007 2008 2005 2004 Total Budget Encumbrance* 11120: EQUIPMENT Cach / Inv Code: Nominal l Real: Budplad: Y Alfotmonl N Account History Fiscal Year. 2011 Lacked; N Budget Account: 'kir End Ealbnato: 0.00 Expenditures Balance 34.500.00 0.00 0.00 0.00 88,784.00 0.00 60,000.00 0.00 Parlod Total Budpat 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.0D 34.816.92 0.00 0.00 0.00 86,755.38 0.00 55,397.17 0.00 Account Acavily Encumbrances Expenditures 318.92- 0.00 0.00 0.00 28.62 0.00 4,802.83 0.00 Balance 2 4 Tatars: 34.500.00 0.00 0.00 34,500.00 Ported Jmt Doc Typo 0.00 34,351.91 34,351.91- 0.00 0.00 34,818.02 0.00 34,816.92 34,500.00 148.09 310.92- 318.92- TarausikaDerail Doc Oate Poet Date Group Reference DascrlptJon Amount DAC 2 AP PO po 4 AP IN invoice 4AP U po Budget Adjuetamontt: 8(2312010 8/23/2010 vclImum 023384 Equip purl:mordon for medic Vender: ZOU. MEDICAL CORPORATION Choc!!: 10!112010 11(4(2010 yolked 1727748 patch rsonftor medial Vendor, ZOLL MEDICAL CORPORATION Macke: 10/1/2010 1114/2010 yonko,j 1727748 Equip purch:morltwa for medic Vendor, ZOLL MEDICAL CORPORATION Chock!: 34,351.91 0 34.818.92 D 141762 34,351.91- 141762 0.00 Eneumbnncoo: 0.00 AcIbrlty: 34,618.92 Payr. 22 Options/Summary Into/Tida 12/13/2010 10:52:28Am AccountInfo:maUorr WY OP TEHECULA Pau: 11 Account Na E 001.164.601.5242 Oshit l Credit: 0 Account Class: Butes Cade: 0 Roped Orarp 1: 1C Requlrod: N Report Orcvp 2: Standard Aeet: Y Account Typo: TIUo: SMALL TOOLS/EQUIPMENT Fiscal Year: 2011 Cash l tnv Cods: Nwntnal t Real: Budgeted: Y AOotrnont: N Account Wary Year Total8udpot Encumbrances P.xpandihrroa Locked: N Budget Account Year End Estimate: 0.00 Balance 2011 8.194.00 2,990.63 32.09 5.171.28 2010 8400.00 0.00 8,120.29 479.71 2009 8,800.00 0110 7,704.51 1.095.49 2008 21,182.00 0.00 19,572.82 1,809.18 2007 20,500.00 0.00 10.778.33 0.723.87 2006 18.000.00 0.00 10,895.81 7,104.39 2005 8.000.00 0.00 2,988.10 5.013.00 2004 11,000.00 0.00 8,832.48 4,187.52 2003 4.000.00 0.00 1,903.18 2,098.84 2002 4,000.00 0.00 3,643.69 358.41 2001 4.000.00 0.00 2,399.27 1,600.73 Account Activity Ported Total Budga* Ennurnbraneas Eapandfuras Balance Totals: 9,194.00 0.00 0.00 8,194.00 4 0,00 0.00 19.58 8,174.42 5 0.00 0.00 12.51 8,181.91 6 0.00 2,980.63 0.00 5,171.213 8.194.00 2.990.63 32.09 5,171.28 Psrtod Jml Doe Typo Transaction Oat* Doc Dote Pool Data Drove Rofaranea Destelptlen Amount Die 4 AP IN involve 10/11/2010 1114%2010 yoniuuj P927300MFOIGXF7L( WIC tuppIles:PubllcWants 19.58 0 Vendor. WALMART Ctuuks: 141780 5 AP IN Invoice 11/19/2010 12/2/2010 yonker) 10194 lodltimith servIcetcPW M3int 12.51 0 Venda: TEMECULA VALLEY SECURITY CENTR Cheat 142194 6 AP PO po 12)812010 12/8/2010 vagmum 023877 Equip porch pw concrete mbar 2,990.63 Vander. RENTAL SERVICE CORPORATION Chac#6: 0 Bud9ol Adiustomonl 0.00 Encumbrances: 2,980.83 Acthlty: 32.09 Page: 11 Opeens/8ummary InterTits 12113/2010 10:52:26AM Amount Information CITY OF TEMECULA Page: 10 Account No: E 001.170.502.5242 Dalin /Credit C Status Code: 0 JO Roqutrod: N Standard Acct: Y Account Claes: RaparlGroup 1: Roped Croup 2 Account Typo: Year Total Budpot Title: SMALL TOOLS/EQUIPMENT Cash 1Inv Coda: Nominal / Res I: Budgeted: Y Allotment N Account Nlstory Locked: N Budget Account: Year End Eettmete: 0.00 Frees! Yon 2011 Encumbrances Expenditures 8alsnc0 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 24.083.00 1,028.00 11,011.54 28,376.00 34,888.60 39.469.14 30.758.77 23,204.01 40.009.92 0.00 0.00 7,127.64 0.00 0.00 0.00 000 0.00 0.00 0.00 0.00 0.00 0.00 Period 3 5 Totals: T tat Badgot Encumbrances Account Activity 1,803.29 0.00 10,812.82 18,048.58 15,038.45 18,052.54 30.491.63 10,750.38 35,808,10 0.00 0.00 15,152.07 1,028.00 188.72 10,331.44 19,850.15 21,419.60 267.14 12,453.63 5,101.73 0.00 0.00 Expenditures dslance 1.026.00 23,055.00 0.00 24.083.00 0.00 0.00 7,127.64 7,127.64 Parlod Jrnl Doe Typo Dos Delo Post Cato Group Transaction Detail Reference 0.00 0.00 1,603.29 1,028.00 24,083.00 15,152.07 1,803.29 15,152.07 Description Amount D/C 10./ BA budadj 711/2010 3 0J BA budadj 9/28/2010 5 AP PO po 11/17/2010 5 AP PO po 11/17/2010 5 AP IN invoice 11/1912010 5 AP L1 p0 11/19/2010 5 AP IN invoke 11/19/2010 5 AP LI po 11119/2010 5 AP PO po 11/22/2010 5 AP PO p0 1122/2010 5 AP PO p0 11/22/2010 5 AP PO p0 11/23/2010 5 AP PO po 11/23/2010 5 AP PO p0 11/23/2010 Budgol Adjuslamarota: 7/27/2010 dicks 2835 1015/2010 dickey 2874 11/17/2010 volknum 023766 Vander. J 8 R ELECTRONICS. INC 11117/2010 vsUmum 023768 Vondon J & R ELECTRONICS. INC 12/0/2010 thcmaal 091853330 Vondon J & R ELECTRONICS. INC 12/9/2010 Mamas! 091653330 Vander: J & R ELECTRONICS. INC 12/9/2010 Ihanaal 091653330 Vondar: J & R ELECTRONICS, INC 1219/2010 themes) 091653330 Vendor, J & R ELECTRONICS. INC 11/22/2010 volUnum 023818 Vondon R 8 M DEESE , INC 11122/201C voomurn 023618 Vendor. R & M DEESE , INC 11/221201C vo0mum 023618 Vendor. R & M DEESE , INC 1123/2010 volt:ran 023827 Vander. KUSTOM SIGNALS INC 1123201C volUnum 023827 Vender, KUSTOM SIGNALS INC 11/23/2010 voltmum 023827 Vendor, KUSTOM SIGNALS INC 24,083.00 Encumbrances: LLEBG -JAG SM TOOLS & EQUIP 1.028.00 SMALL TOOLS 8 EQUIP 23,055.00 Media memory carda:police- 455.81 ChockO: 0 Camcorders:po8ce- 1,408.00 Choek4 0 memorycardslearnocrdera:PD 397.29 0 Chackd: 142720 Media memory cards:poke- 455.81- CheckM: 142720 memory carde/camcorders PC 1,400.00 D Cheeldt 142720 Camcarders:police• 1,406.00 - Check/: 142720 Blue Tattletale I.lghts:pd Ira/ 693.00 Sales tax 60.64 freight Chock#: Chock!: Radar laser pureb:potice• Choke: freight Satan tax 7,127.64 Chocks: Cheeks: 0 0 5.60 0 5,800.00 0 60.00 0 507.50 0 Activity: 1,803.29 Page: t0 Options/Summery Into/sttta 12/1312010 10:52:28461 Account Information CITY OFTEMECULA Pager 24 ACCO untNot E 001.170.999.6242 3 AP IN Invoice 3 AP LI po 3 GJ BA budadj 4 AP IN invoice 4 AP PO po 4 AP PO po 10/20/20 4 AP PO po 102020 4 AP IN invoice 10/25/20 4 AP U po 102520 4 AP IN inverse 1025/2010 4 AP U po 10/2512010 4 AP IN invoice 1025/2010 4 AP LI po 10252010 4 AP PO p0 10/26/20 5 AP IM invoice 11/102010 5 AP IN Invoice 11/152010 S AP U po 11115/20 5 AP PO po 11/1720 5 AP IN Invoice 11/1920 S AP LI po 11/19/201 5 AP IN invcice 11/19/2010 5 AP IN imolai' 11/19/2010 6 AP IN invoice 122/2010 8 AP PO po 12/9/2010 6 AP PO p0 12/8/2010 6 AP PO po 12/92010 111101 SMALL TOOLS/EQUIPMENT 9/21/2010 10/72010 yankerj 535231928001 Sales Tax Yonder. OFFICE DEPOT BUSINESS SVS DIV Cheeks: 1 9127/2010 10/7/2010 yonkerj 535231926001 Sales Tax Vendon OFFICE DEPOT BUSINESS SVS DIV Checker 141249 9/3012010 10/14201C dickeyj2 2880 SMALL TOOLS & EOUIP 4,600.00 1017/2010 11/10/201C fretbank GR 10.06 GR car charger adapter. Polco 7.98 D Yonder. SEMSONS & COMPANY INC Cheeks: Racal Year. 2011 11.42 0 41249 17.04- 101201201010/20/201C vo6mum 023651 Yonder. KUSTOM SIGNALS INC 1010/201201C vallmum 023661 Yonder. KUSTOM SIGNALS INC 10 10120/2010 volimum 023861 Yonder. KUSTOM SIGNALS INC 10 11/4/2010 Mama 428028 Winder: KUSTOM SIGNALS INC 10 11142010 thorned 428828 Vendor. KUSTOM SIGNALS INC 11/4/2010 thomaol 428826 Vendor. KUSTOM SIGNALS INC 11/42010 thomaol 428626 Vendor: KUSTOM SIGNALS INC 11/4/2010 thomasl 428828 Voadoii KUSTOM SIGNALS INC 11/4/2010 thomasl 428829 Yonder. KUSTOM SIGNALS INC 1010/!6201[ vallmum 023697 Vanden SIUCONAVE.COM. INC. 11/10/201C yanked 11110/10 Vendor. PETTY CASH 121212010 yonkaq 51477 Vendor: SIUCONAVE.COM, INC. 10 122/2010 yankaiJ 51477 Vander SILICONAVE.COM, INC. 1011/17/201C vallmum 023788 Vander: J & R ELECTRONICS. INC 10 12/9/2010 aromas! 091663330 Yonder: J & R ELECTRONICS. INC 0 1219/2010 thcmasl 091853330 Vendor. J & R ELECTRONICS. INC 12/412010 trimmed 091653330 Vendor: J & R ELECTRONICS, INC 1219/2010 !homes! 091853330 Vendor. J & R ELECTRONICS, INC 12/2/2010 yonkorj 12/02/10 Vendor. PETTY CASH 13/9/2010 vollmum 023890 Vanden UUNE INC 12/9/2010 vnilmum 023890 vendor: UUNE INC 12/9/2010 voIlmum 023880 Vendor. UUNE INC Budget Adjuatomonla: 9.500,00 Encumbrances: Equip:battely pack for Prolase Checko: Chpain ChocIs: Prolaser battery pacic Police Chocks: Equlp:bettery pact Mr Protade Chackl: Sales tax freight Sales tax Sates tax freight freight check: Choat,: Chesil: Chock!: Forensic Computerpace Mocker Petty Cash Reimbursement Checker Pommels computer:police Checker Forensic Computerpc2c Check6: Sales Tax Sales Tax Sales Tax Sales Tax Checks: Checks: Chackl: Chocks: freight Cho oke: Petty Cash Reimbursement Chichi: Heat aaald/ equip:pakc '. Chocks Sales tax freight 1,995,15 Chocks: 141791 0 0 0 141705 141705 141705 141705 141705 141705 0 141840 142170 142178 0 142720 142720 142720 142720 142160 0 0 Cheek/: 0 888.00 77.70 20,00 888.00 D 88&00. 77.70 D 77.70- 20.00 0 20.00- 4,005.88 10.22 D 4,005.88 D 4.005,88- 162.91 157.79 0 162.91- 157.79 C 18.69 0 43.45 0 12a.00 10.79 8.71 Activity: 7,969.38 Paw 24 :o0od 96'8£4 WIN -OL'S01'Z O OL'9OL'Z 01'901' Z1'tB 00'009 -81'C O 8t'C '40'91= O bC'9ZZ -CCU I O CZ'OZ1 -81'1ZI O 81'12' O 41'I2 -Z1'19 O ZO'I8 -ZB'L0i O Z9'LOl Z9'L0l WOOS -WII O u'1 I '9I'Ib O 91'IP O 01/PZ •V/PZ O IOW O C8'B4 O 16'►Z -09'IS O 99'19 0 0 0 9ZLZbl sump' 0 Z 0 0 061ZPI 08IZPI 0 88L14I 0GUM6 0 68Lt41 009141 UO Lbl ZLBI►l Lt81►I /MK 0 0 Mitt MI Pt Mitt9ZtI4i 92CI►I HEML40141 L17014189 0144 91/0140 IOlRPI 0 1402 utoA CL 01S - sac:ddnt oro. pmH mootIO et dig Aoki Groom oi1j 11713043 CL UIS :+leo GwJ 0,1W witooto CL els :d1nba erosm aid :013.43 CLQ : NOB Groan 4013040 CL 019 :dinba on loJ aid 4110°43 0214 :onboid JosNPV Jeraldx3 :J)113Q43 pg =gm - untiring aJEMP18H 11913043 0/3 Ze gig tioilddn5 R DJUMPJ!H 41P10043 0/3 Z6 e18 mei/tidos R mmaPJoH 413040 £L oi8'saliddng onempJPH 1/Ploa4o idea 021/ :sapddns oraMpJaH :011:043 bB 149 :sellddo9 WnMPJUH :p13a4o idea 0214 :sollddn$ I PJrH 41131/40 Zi g:s - seaddns aeMPJaH 4013043 Ma en :soliddns a2eMPJeH 4013343 Wwuouo11114 14seO Aded :FW043 end :onbsld newly JoJ dx3 :OJ13i113 024:oni JazinpyJa+oldx3 02?d :wind ' 1 Algol aid :wosaod AW1 Mal 04A :Mood Mal Jagal WM43 Cl els • salddres OJ*MPJeH 4/13043 Zt GIS • soilddns o2OMPJIH 11/113043 w!d :soliddns olooNnoll 4143043 41 els - sow:Idns ormMpJeii 100010 orld :0011ddns aev4uGH :113043 ►g gig :sopddng onuAlu H :0413043 0210 :sollddns 0Jr PJ H :11113040 0/3 Z6 g1S:oollddns V areMPJeH 1013040 0/3 Z6 trig :sogddns R onwpieH 4043040 Aldd 041:90iiddns Iuatudlnbo 3M 3P1VMOINH SNNVH :fep1ioA 098=0 WowIloA )i0214Z/1 1010ZZZ/I 1 SNOSV swan N l uepuaA 4lotto wmupon 3IOZILZ/11 O1OUtUl1 all SNOIIVAONNI 31dI4 :401111aA 9o9CZ0 =tutu )1-o2Rt/I1 o10t/tZltt SNOS R SLthfl3 N 1 'JuP1JmA oo-ZMUIZ09 iscWo41 010U6/S1 wove:/it SNOB R SI1>Ln3 N 1 JoloADA 00-ZPt9Z09 100W041 010ZI81Z 1 %02/V tl l SNOB 9 SLltln3 N1 uoPuoA 1LLCZ0 WnUODA 3/0JJZ1lll OIOZ/ZI/II ONI AHdOW. V1f133W31 14oPtIDA CtLtZO WnwpoA 010Z/Vi L 0I0ZIC/11 ONI 3MYM0d1VH S INVH :JOPoAA 841020 WM14143A OIOZ/C/' l 0107Jt/14 RIP/MOWN 3OV V1f133W31 :JOPUA OZPt0S PeximA mural o101•Jlnl 3lIVAA01lVH 33Y V'11133W31 :JOProA BZ►bos !mum OIOZ/mrzi mown' 3M 3WMOMVH S11NVH :+0P1mA P01PE9Z IsaW041)IOZ/01/l1 OIOZJIt/OL ONI 3WMad1VH SNNVH :JopuOA 1301bt9Z 1c011+041 )L0Z/0111I 010V1C101 ONI 3tIVMOt1VH SNNVH =Pooh 1120/POOL Pomo* )10t/01111 010Zr1001 ONI 3tiYMOU I4 S)1NVH =Mom 130/Pt9Z I0IWo41 )t02J01/1 l 010Z/1C161 3M3l1VM311VH S)IN;dH JJoP1:0A 1301pc9Z Isawo41)102/011il °IOZ/tt/01 ONI 3tIVMO/JVH S)INVH tJOPvmA 130/4C9Z IseW041)IOZ101/1I 0lOZ/IC/0i HSV3 A1i3d :JolonA 01/9Z/01 oJa4luoA 3102113Z/0I oioZ/9ZJ'01 9N1414:10d1 V 133W31 IIoPu0A 9811 12021U0A 31.1g/01/11010Z/LL/01 ONI AHdO111 V1n331i131 uapooA 9$IL intmu0A)t02J01/'IOIOLl1Z/01 3M t131N33 MV7 3iOUV1 4SOPooA 108CL1t IseW0111notions ol0Z/b110i 3N1 LI31N33 MVl 24084 uopnoA 106C/1C I4eW0LP MZ/01/11 010Z18110t ONI M31N33 MV1 WW1 :101)00A Zt9CZ0 =WPM )102/P1101 OlOZ/►IIOt 3N1311VMOUYH S)INVhI JopooA 809CLO umtufQA )I0Z/Zl/0101OZ/Z1/0I 3NI 311VMONVN SNNVH uoPVOA Wog/119Z 1801/1041 )107./14/01 010TJOC/6 3M31111MOUVH S)INVH uopuo/ IdaS/,C9Z I4aWo14 )1004/01 OtOZdOt/6 OM 31:1VMOUVH SNNVH uopnoA 1d0s/119Z lseuro4l )102/►Lrol 010Z/OC/6 OM 32NM02IYH SNNVH :MAIM ides/►C3L IsoWa41310Z/►i3Ol OtoZIOC/8 OM 3/NMOINH SNNVH dopumA IdaS/PCI Z tseW041310Zfb/l01 OM 3tIVM0UW SNNVH 4JopuoA Ido0/119Z Into041)IOUP IPOI 311VMOtIYH 33V 1f111331,131. :+aP1'oA 1101,09 Go100A 010Z1CVS 3tiYM0tlYH 33V YTn33W31 :JolsooA PLO119 (Jo,1uM 0tOZ/CU8 ns1V39113313 vino3w31 :+oPoo4 9904 f mo,oA 0111)=4/6 HSV3 A113d :JoP00A 0420160 Pa1uoA atom ONI3t1VMOtNH S)INYH :MUM OnVltV9Z ISeW041 OIOZJOt/6 ONI 31iVMO1dVH S)INVH 11oPooA N71//bt9Z I0410I021ouJ8 OM 321YM0t1VH S)INVH :JoPooA 40133110 IuaWa0Jngw1ot14080 Abed :01131»13 P9149 :coltddng aaMPJeH Jnt3043 =17113047 0210 :sW!iddns aWCA IVH 1N3Wd If103/S1O01 11Vi09 101111 od 1"J dV S od Od dY od Od dY S od Il dVS G3 -a041! NI d ' od Od dY 9 od Od dY S od Od dY S od n dV 0oloAul NI dV S od 11 dV b 0o10Au1 NI dV od 11 dV► odloAu1 od Il dY B3!0MJ NI dV P 0710th? NI dY ► od n dV b 03?OAUJ NI dY Gd 11 did 0010A14 NI dY od Od dY 4 od Od dV ► od n dV 931OAu! NI dV t od n dY C o31OAu? NI dV C NI dVP 010 10C/8 od 11 dY C 010t/0C/8 eol3Mn NI dY C 01071118 ad n dV t 01OZ/1/6 631OAU1 NI dV t 010Z/Z/8 G310 o/1 NI dY C 0310M1! NI dY C od n dYZ mum 010ZI tl9 OIOVIC/9 G9?OAIA NI dVZ lLS1108'IL1'100 3 :onluno33Y Ct :Ord Yln03R131 d0 Ali3 ootawJalulluna33V iwVirts:ol oiovvtiRi e111L1o114 911 WWJI rCUd0 OptionsMummery tnlc1Tttta 12/12/2010 1082:25Aht Account Inrornntlon CITY OF TEMECULA Page: 45 Account No: E 130.199.899.5242 point 1 Crodtt: C Status Coda: 0 JC Required: N StandardAacl: Y Account Class: Report Group 1: Roport Group 2: Account Typo: Year Total Budget T1tIa: SMALL TOOLSIEOUIPMENT Cash / tnv Cad,: Nominal / Roal: Budgeted: Y Allotment: N Account taciary Lackod: N Budgat Account Year End Estimate: 0.00 Fiscal Year. 2011 Encumbrance, Bspandlturos BslancO 2011 8,978.43 0.00 2,102.52 8,875.91 2010 10,860.00 0.00 1,901.87 8,978.13 Period Total Budget Eneutnbrineea Account Activity Espondtttra0 Man= 0 Treats: 2,068.43 8,910.00 0.00 2,068.43 0.00 2.088.43- 0,00 0.00 2,102.52 0.00 8,910.00 8,875.91 8.978.43 0.00 2,102.52 8,875.91 Ported Jmt Doc Typo Tnrn,QelIon Oeral Doo Data Past Data Gump Roferenca Doscrlptlan Amcunl DIC 0 AP OP po_open 7/1/2010 0 AP OP Po *Pun 7/12010 a GJ BA budadj 0 GJ BA budadj 1 GJ BA budadj 2 AP IN invoke 711/2010 7/1/2010 7/1/2010 8/17/2010 2 AP LI p0 8/17/2010 2 AP IN invoice 8/172010 2 AP L1 po 8/17/2010 13udgot Adjustments: 8/20/2010 brownp 022715 Vander. HEWLETT PACKARD 8/20/2010 Worm!) 022715 Vendor: HEWLETT PACKARD 8/202010 brovrnp 2011 -PO -OPEN 8/20/2010 brawny 2011 -PO -OPEN 7/27/2010 dicko,J4 2837 922010 yanksfj 48118491 Vendor: HEWLETT PACKARD 9/22010 yan1er) 48118491 Vondcr. HEWLETT PACKARD 9212010 yonkerj 48118491 Vendor: HEWLETT PACKARD 9/212010 yanked 48118491 Vendor: HEWLETT PACKARD 8.978.43 Encumbrances: Laptcp & printeryoudh et depu Chocks: Sal„ Tax Chock!: 1,902.00 0 0 188.43 Auto PO Open (022715) 1,902.00 Auto PO Open (022715) 168.43 SMALL TOOLS b EOUIP 8,910.00 Laptop & prlMaryouth at depu 1.934.00 0 Chaska: 140880 Laptop & prinlecycuth ct depu 1.902.00- Chac kD; Sates Tax 168.52 D Setae Tax 188.43- 140880 140680 140880 Check: ChOcka: 0.00 Activity: 2,102.52 OpttenstSumm on, IntafThfa 1211312010 10:52:28AM Amount information CITY OE TEMECULA Papa 35 Account No: E 131.199.999.5242 Ooblt / Crab:: 0 Account Ctoso: Statue Coda: 0 Roport Group 1: JC Roqulrsd: N Report Group 2: Standard Acce V Account Typec Thio: SMAU.TOOLSIEOUIPMENT FlscaiYoar:2011 Cash f Inv Gado: Nominal/ Raal: Budgatod: Y Aflotmant N Account History Lackod: N Buda ot Account: Year End EstImato: 0.00 Yoar Total Budget Encumbrances Sapondlturoa Balance 2011 Parted 21.000.00 0.00 4,170.33 18,829.67 Account Activity Total Budaat encumbrances Expandlluros Balanco Tools: 2 21,000.00 0.00 0.00 21,000.00 3 0.00 4,170.33 0.00 16,829.67 4 0.00 4,170.33- 4,170.33 16,829.67 21,000.00 0.00 4,170.33 16,829.67 Porlod Jmt Dos Typo Ttanaac lcn Detail Doc Data Post Dab Group Rsfuonco Doscrlptbn Amount DAC 2 GJ BA budadj 811712010 811912010 dickey* 2856 SMALL TOOLS 21.000.00 3 AP PO po 9/29/2010 9129/2010 volhmlm 023549 Virtual data Integration:civic 3,798.00 Vendor: HEUXSTORM INC. Chock': 0 3 AP PO po 9/29/2010 9/29/2010 vollmum 023549 Sltipiny and Sales Tax 372.33 Vendor. HEUXSTORM INC. Chaeta; 0 4 AP IN invoice 10/21/201010/29/2010 1hamasl 1158 virtual data integration: CM 3.798.00 D Vendor, HELIXSTORM INC. Chocks,: 141568 4 AP U po 10121/201010/26/201C thomasl 1158 Virtual dab Integration:civic 3,798.00 - Vendor. HEUXSTORM INC. Chock,: 141586 4 AP IN invoice 10/2112010101281201C Ihomaal 1156 vbtual data integration: CM 372.33 D Vander: HEUXSTORM INC. CJtasla: 141568 4 AP LI po 10!21/2010 10126/2010 thomasl 1188 Shiping and Solos Tax 372.33 - Vardar: HELIXSTORM INC. Chaeta: 141588 Budget AdJuatamartte: 21.000.00 Cncumtnaecoc 0.00 Activity: 4.170.33 Pape: 36 OplloneMSur mur/ Infollttlo 1211312010 10:52:281M Account Inlonnattan CITY OF TEMECULA Page: 63 Account No: E 320.199.999.5242 Debit/ Cradle 0 Account Claw: Status Coder 0 Report Group 1: JC Required: N Report Group 2: StandardAect: Y Account Typo: Year Total Budoat Tido: SMALL TOOLSIEOUIPMENT Cash lhwCode: Nominal f Rash Budgeted: Y Allotment: N AeeOwtl liatory Ledod: N Budget Account Year End Estlmslo: 0.00 Racal Year 2011 Eneumbra ncos Expandlturos Balance 2011 2010 2009 2008 2007 2008 2005 2004 2003 2002 2001 70,926.88 77,340.00 64.690.00 123,52823 112,338.68 114,088.88 124,100.00 61.910.00 32,783.83 37,230.00 30.060.00 3,487.81 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Partod Total Budge/ AccountAcU41y 7,212.07 70,739.39 80,382.34 125,483.93 106,324.41 110,770.92 119,382.88 68.75224 33,088.14 28228.35 24.897.80 80,247.00 8,600.61 4,307.88 1,055.70- 8,01427 3.317.78 4,717.32 3,157.76 302.31- 9,001.85 5.752.40 Encumbrances Exporrdtturos Baranco 0 2 3 4 5 Totals: 4,188.88 88,740.00 0.00 0.00 0.00 0.00 70,926.88 4,166.88 2.488.58- 480.48- 5.000.00 774.20- 1,977.51- 3,467.61 Period Jm1 Coe Type 0.00 4.020.68 206.82 0.00 914.43 2,071.18 0.00 05208.22 65,480.88 80,480.88 80,340.65 80,247.00 7,212.07 60,247.00 Tronsaedan Oatsa Doo Data Poet Coto Group Rateranca Ooacrlpdon Amount GMC 0 AP OP po open 7/1/2010 8/20/2010 brownp 022518 Vendor, CROSSTOWN ELECTRICAL 8 0 AP OP po_open 7/1/2010 8/2012010 brownp 022518 Vander CROSSTOWN ELECTRICAL 8 0 GJ 8A budadj 7/1/2010 880/2010 brownp 2011 -P0 -OPEN 0 GJ BA budadj 7/112010 6/2012010 brownp 20114P0.OPEN 1 AP 114 invoice 7/8/2010 7/29/2010 Ilrstbenk TT 07-04 Vendor. BEST BUY COMPANY INC 1 AP PO po 71128010 7/12/2010 vcllmun 022588 Vendor. COSTCO WHOLESALE 71128010 7/128010 voltmun 022973 Vendor. HANKS HARDWARE INC 7/1212010 7/128010 vattmum 022983 Vander: RADIO SHACK INC 7/22/2010 7/22/2010 yanked 07/22/10 Vendor. PETTY CASH 7/22/2010 886/2010 'homes! 2146-001 Vander. CROSSTOWN ELECTRICAL & 7/2212010 8/2612010 thomasl 2148001 Vendor. CROSSTOWN ELECTRICAL 8 78212010 8/2612010 tremas1 2148.001 Vendor: CROSSTOWN ELECTRICAL 8 7122/2010 9/28/2010 tremas' 2148.001 Vendor. CROSSTOWN ELECTRICAL 8 8/3/2010 8/12/2010 yanked 224077 Vendor. RADIO SHACK INC 6/3/2010 8112/2010 yanked 224077 Vendor, RADIO SHACK INC 814/2010 8/4/2010 brownie 022968 Vander COSTCO WHOLESALE 8/19/2010 9/30/2010 fastbank TT 08-19 Vendor. PAYPAL 885/2010 9/30/2010 ftrsib&nk TT 08-25 Vender: POWER-ON.COM 9/28/2010 9/28/2010 volinwm 023546 Vander PC MALL GOV. INC. 10/18010 10/28/2010 Eft: bank TT 09-13 Vendor. PAYPAL 10/1/2010 10/28/201C tlrslbank IT 09-27 1 AP PO pe 1 AP PO po 1 AP IN invoice 1 AP IN invoice 1 AP Lt po 1 AP IN invoice 0 IN Invoice 1 AP LI 2 A 2 AP LI po 2 AP CO Po 2 AP IN invoice 2 AP IN invoice 3 AP PO po 4 AP IN invoice 4 AP IN Invoice Computer equlp:ethamst switch 3,050.00 DATA Check!: 0 Sales Tax OATA Chaek9: Auto PO Open (022518) Auto PO Open (022518) TT dual monitor card: EOC proje ChackN: Misc. Supplies for Info System Chocks: 700.00 Misc hardware suppt'e itdo ey 500.00 Cheeks: Mise computer suppties:info sy 500.00 Creels!: Potty Caah Reimbursement Chaeka: ethernet switches: info Sys OATA Chaska: Computer equip:ethernet switch DATA Choeka: Sales Tax DATA Chacka 140548 Sales tax DATA Chocks: 140548 Mlsc =mputer suppfias:info sy Chaska 140349 Mist computer supptles:info ay Chaska: 140349 Miss Supplies for Info System Chaska: 0 TT shooter* usb charge/Info 5 Maki: 141092 TT LCD power card: Info Sys Choebr: 141092 Mtncomputer supptlea:lnfo sy 5.000.00 ChasChaska: 0 TT micro tab cat power chgr.In Cheeks: 141558 TT microphone adaptor. Info Sy 338.88 0 3.850.00 338.88 119.60 D 140136 0 0 0 139983 3,640.22 D 140548 3.650.00. 140548 322.26 0 336.88- 130.48 0 130.48- 350.00- 15.30 D 60.04 D 38.58 D 84.73 D 32.18 D Pao= 53 Cptlons1Sutemtry InlolTtdo 11,1 317010 11:12:40AM Account Infer ellen CITY OF TEMECULA Page:23 Account No: E 210.165.751.5601 Debit/Credit: C Account Close: Status Code: 0 Rapart Orcup 1t JC Required Y Report Group 3t Standard Acct: Y Account Type: Year Told Budget TRW: FURNISHINGS & EOUIPMENT Cash/ Inv Codot Namine I !Reek Budgeted: Y Allatment: N Account History t.ockod: N Budget Account: Year End Estimate: 0.00 Fiscal Year: 2011 Encumbrances Expenditures Blanco 2011 2010 2009 2008 1420,277.90 4,160,545.10 1.500.000.00 0.00 449.453.44 0.00 0.00 0.00 Period Total Budges 2.693,137.81 1,174.720.18 219,921.97 0.00 Account ActMry Encumbrances Expenditures 277,686.85 2.985,824.92 1.280.078.03 0.00 Balance 0 2 3 4 5 8 Totals: 2.985.528.90 3,324.078.00 0.00 2.889.327.00- 0.00 0.00 0.00 1420277.90 2,986.528.90 380.678.49- 1.071.046.34- 75.026.95- 887.748.06- 141,635.Z8- 8.059.66 449,453.44 Paned Jrn1 Doc Typo rransactton Dotal 0.00 453.811.52 1,109,242.34 97,468.83 882,630.26 149,958.06 0.00 2,693.137,81 0.00 3,258,942.97 3,220,748.97 308,980.29 294,069.09 285,748.31 277,688.65 277,686.85 Doe Dato Poet Dato Group Reference Descrtpttan Amount D/0 0 AP OP po_open 0 AP OP po_open 0 AP OP po_open 0 AP OP po open 0 AP 013 po open 0 AP OP po_open 0 AP OP po open 0 AP OP po_open 0AP OP OAP OP 001 0 GJ 0GJ 0 GJ 0 GJ 0 GJ 0 GI 0GJ 0 GJ 00.1 IAP ngmgvgcv Po open Po—Op' budadj budadj budadj budadj boded) budadj buttadj budadj budadj budadj invoice IAP U pa 1 AP PO p0 1 AP PO p0 1 AP IN Invoice 1 AP IN invoice 711/2010 8/20/2010 brovsrp 019343 10% Contingency for 6teases— Vendor CONDUIT NETWORKS. INC Chock: 7/112010 8/20/2010 brown's 019343 Sates Taxon Eauipment Vendor, CONDUIT NETWORKS. INC Choaldl: 711/2010 8/20/2010 browstp 019344 Consulting srvea:civic center Vanden CONDUIT NETWORKS, INC Chaska: 7/1/2010 8/20/2010 brownp 021195 Cabing:dvic canter- Vendor enterVendor ANDERSON & HOWARD ELECTRIC INC Cheek: 7/1/2010 8/20/2010 brovenp 021782 HP Enterprise Equip:Civic Cent Yonder. N T H GENERATION COMPUTING INC Check,: 7/1/2010 6/20/2010 brovatp 022845 audiatvieuat Integration:dvie Venda?: WESTERN AUDIO VISUAL Chasid!: 7/1/2010 8/20/2010 tromp 022845 10% Contingency — Vanden WESTERN AUDIOVISUAL Chock": 7/1/2010 8/2012010 browstp 022728 Radio & antenna insta8:civic Vendor COMTRONIX Chock,: 7/1/2010 8/2012010 bro mp 023040 Furniture & inslattdvlc cont Vendor: NEW TANORAM LLC Check,: 7/1/2010 8/2012010 brownp 023041 Purch & inslall:videa mgm1 oqu Vendor. CROSSTOWN ELECTRICAL & DATA Chock,: 7/1/2010 8/20/2010 brevet's 2011 -PO -OPEN 7/1/2010 8/20/2010 brovmp 2011-PO.OPEN 7/1/2010 8/20(2010 btowttp 2011•PO.OPEN 7N/2010 812012010 tuowatp 2011430.OPEN 711/2010 812012010 brownp 2011-PO.OPEN 7/1/2010 8120/2010 browny 2011 -PO -OPEN 7/1/2010 8120/1.010 browny 2011-13043PEEN 7/1(2010 8120!2010 blowetp 2011.P0 -OPEN 7/112010 8/2012010 browny 2011•P0.OPEN 7/1/2010 8/2012010 brownp 2011430.OPEN 7/1(2010 8/1912010 themed 104018 Vander: CONDUIT NETWORKS. INC 7/2/2010 7/13/2010 7/13/20 t0 7/13/2010 7/16/2010 1 AP CO po 7/18/2010 1 AP CO Po 7/21/2010 Auto PO Open (019343) Auto PO Open (019343) Auto PO Open 019344) Auto PO Open (021195) Auto PO Open 021782 Auto PO Open 022845 Auto PO Open (022845) Auto PO Open (022728) Auto PO Open (023040) Auto PO Open (023041) GFI taxmaker sotuttcitcivic ct Chock": 8/1912010 Manual 104016 GFI Faxmakgr Sotuticn cFvic co Venda CONDUIT NETWORKS. INC Checldl: 7/13/2010 volknum 022998 Phone equlp:civic cesder vendor: CONDUIT NETWORKS, INC CueckF. 7113(2010 vollmum 022989 GFI F,txmaker Sctution:civic co Vendor. CONDUIT NETWORKS, INC Chocks: 9/2/2010 firotbank TT 07.13 TT mounting armxhrk center Vendor, AMAZON.COM, INC Chock9: 815/2010 yonkorj 6182A audio/visualIntegration:civic Vendor. WESTERN AUDIO VISUAL Chocks: 11117/20IC valbnum 022645 Vendor: WESTERN AUDIO VISUAL 10/7/1010 voltmwm 021195 Cabling:civic cettter— audloNIsual Integration:civic Chock!: 1,319.80 0 787.32 0 1,747.98 0 289,858.30 0 74,095.87 0 853,850.46 0 88,955.00 0 16,902.50 0 1,524,081.87 0 136,152.00 0 1,319.80 787.32 1.747.96 289,658.30 74.095.87 853.850.46 88,955.00 16,902.50 1,524,061.87 138,152.00 13,827.72 Cr 140408 13.827.72- 140408 50,452.71 0 14,474.93 0 265.39 D 140667 285,236.23 0 140285 265,23623- 0 87,878.00 - Pew 28 CpUorta/bernrnarytnfofThL 12/13/2010 11:1 Y440AM Account Information CITY OF TEMECULA Page: 29 Account No: E 210.105.751.5601 1 AP CO po 7121/2010 1 AP CO po 7121/2010 1 AP IN Invotco 7128!2010 1 AP LI po 7/28/2010 1 AP IN Invoice 7/31/2010 2 AP IN Invoice 8/3/2010 2 AP LI no 8/3/2010 2 AP IN invoice 8/5/201D 2 AP U po 8/812010 2 AP PO po 8/11/2010 2 AP PO po 8/1112010 2 AP PO po 8/11/2010 2 AP PO po 8/11/2010 2 AP PO po 8/1112010 2 AP PO po 8/11/2010 2 AP PO po 8/11/2010 2 AP PO po 8/11/2010 2 AP PO po 8/11/2010 2 AP IN invoke 8/13/2010 2 AP LI po 8/13/2010 2 AP PO pe 8/23/2010 2 AP PO po 823/2010 2 AP PO po 8/23/2010 2 AP 1N invoice 8/24/2010 2 AP U po 8/24/2010 2 AP IN [maim 8/24/2010 2 AP U po 8/24/2010 2 AP IN invoice 8/15/2010 2 AP U po 8/25/2010 2 AP PO po 8/2612010 2 AP IN Invoke 8/281201/1 2 AP 1.1 p0 8126/2010 2 AP CA po 8/31/2010 3 AP IN invoice 9212010 3 AP 1.1 po 9/2/2010 Title: FURNISHINGS & EQUIPMENT Yonder: ANDERSON 8 HOWARD ELECTRIC INC CherAO: 10/7/2010 valtmum 021195 Cabing:civic canto:- Vendor: enterVendor, ANDERSON & HOWARD ELECTRIC INC Chocks: 1027/201C vollmum 021195 Cabling: civic center- Vander: enterVander. ANDERSON & HOWARD ELECTRIC INC checks: 8/12/2010 Otamasl 104009 phone equip: civic center Vondor. CONDUIT NETWORKS. INC Checldl: 8/12/2010 thorns! 104009 Phone equip:civic center Vanda: CONDUIT NETWORKS. INC Chock8: 8/5/2010 thoma& 4287 Jul cabling ovcs: Civic Center Vendor, ANDERSON & HOWARD ELECTRIC INC Check#: 92/2010 yankerj 388293 Vendor, NEW TANGRAM LLC 9/2/2010 yvnker) 388293 Vendor: NEW TANGRAM LLC 9/2/2010 7ordcar) 368784 Vendor: NEW TANGRAM LLC 9/2/2010 yonkor) 388784 Vendor: NEW TANGRAM LLC 8/11/2010 valtmum 023310 Vender: PATIO WORLD 8/11/2010 vollmum 023310 Vanda PATIO WORLD 5/1112010 vcTmum 023310 Vendor: PATIO WORLD 8/11/2010 vmamum 023310 Vender. PATIO WORLD 8/11/2010 vollmum 023310 Vendor. PATIO WORLD 8/11/2010 voZrrtum 023310 Vander: PATIO WORLD 8/11/2010 vollmum 023310 Vendor: PATIO WORLD 8/11/2010 vOltmum 023310 Vendor. PATIO WORLD 8/11/2010 vollmum 023310 Vender PATIO WORLD 9/2/2010 ranked 368218 Vendor: NEW TANGRAM LLC 9/2/2010 yCnkerj 368218 Vender: NEW TANGRAM LLC 5/2312010 vollnwrll 023367 Vendor. ESECURITYTOGO, 110 8/23/2010 vollmum 023371 Vender. HEWLETT PACKARD 823/2010 vollmum 023371 Vender. HEWLETT PACKARD 9/9/2010 yonked 4329 Cabling:civic Carder Vendor. ANDERSON & HOWARD ELECTRIC INC Check#: 9/912010 yonkel 4329 Cabling:civtc Canto/ - Vendor: ANDERSON & HOWARD ELECTRIC INC Cheelk: 9/23/2010 yonkerj 370293 Furniture & trtste0:tdvk cent Vendor, NEW TANGRAM LLC Check#: 9!23/2010 yonker) 370293 Furniture & InstNL'dvlc cent Vander. NEW TANGRAM LLC Cheeks: 922010 yanked 6213 audlotvlsualIntegration:civic Vander WESTERN AUDIO VISUAL Chocka: 9/2/2010 yanked 6213 audio/visual integraticmcivic Vendor: WESTERN AUDIO VISUAL CMck#: 8/26/2010 Cardenasr 023404 Kenwood raft package - Vendor: COMTRONIX Chace,: 9/23/2010 tho nasi 2932 technology ftrowatle:dvic cen Vendor. ESECURITYTOGO. LLC Cheeks: 8/23/2010 lhomnet 2932 Technology fir0walts:ctvle eon Vendor. ESECURrTYTOGO. LLC Cheek*: 8/31/2010 brownp 023404 Kertrrood rad* package - Vendor: COMTRONIX Check:!: 8/302010 thomnsl 48203964 console switch: Info sys Vendor, HEWLETT PACKARD Checldt: 9/302010 thomasl 48203964 Console switch:info sys- Vendor. HEWLETT PACKARD Checlol: Furniture 8 instalL•dvic cant Cheap: Furniture & i:+slaitdvw cent Chocl9: Fumiture 8 inatail:civic cent Check/: Furniture & inetall:dvic cent Chock Patw furniture:chic center Chedi7: Cate Ote bsr stools Checks: Round tnIcro-mesh dining tables Chaska: Round mlao-mesh Bide tables Cheep Table bases Checks: Round metal micro -mesh tabteto Checks: Grade A cappudno cushions Check,: CA Soles Tax. Chacka: frOight Cheeks: Furniture & instatl:civic cent Chocks: Furniture b instalf:Olvk cent Cheek,: Technotcgy ftrovrage:civic can Cheek#: Consoles itch:Info sys- Chock2 HP ProCurve - fiber backbone - check,: Fiscal Veen 2011 0 28.065.10- 0.60- 381930.48 8.065.10.0.60- 38,800.48 D 140310 38,800.48- 140310 115,741.70 0 140148 144,694.88 D 140709 144.694.88- 140709 373.487.43 D 140709 373.407.43- 140709 8.080.00 0 2280.00 0 2,880.00 0 298.00 0 0 0 2,860.00 0 1,380.26 0 100.00 0 147,148.72 0 140709 147.148.72- 140709 11,942.18 0 7,757.71 0 1,1138.68 0 113,419.45 0 140768 113,419.45. 140768 144295.14 D 141016 144,205.14- 141016 174,219.37 D 140760 174,219.37- 140760 18,902.50 0 11.997.35 D 140980 11,942.18- 140580 16,902.50- 8,430.51 D 141103 7,757.71. 141103 798.00 580.00 Page: 29 OptlonefSummsry Infe/TIIto Accounttn1ormouan 12113/2010 11:12:40AMM CITY OF TEMECULA Pepe: 30 Account No: E 210.165.751.5801 3 AP IN invoice 91312010 3 AP U po 9/32010 3 AP IN invoice 9/142010 3 AP LI po 9/14/2010 3 AP IN invoice 9/142010 3 AP LI po 9/142010 3 AP PO Po 9/182010 3 AP PO po 9/18/2010 3 AP IN invoice 920/2010 3 AP U po 920R010 3 AP PO po W222010 3 AP PO po 922/2010 3 AP PO po 9/22/2010 3 AP PO po 9/22/2010 3 AP PO po 9/22/2010 3 AP PO po 9/22/2010 3 AP PO po 922/2010 3 AP PO po 9/22/2010 3 AP IN invoice 923/2010 3 AP U po 923/2010 3 AP IN Invoke 923/2010 3 AP LI po 923/2010 3 AP IN invoice 9/23/2010 3 AP U po 9/23/2010 3 AP IN Invoice 9/252010 3 AP U po 9252010 3 AP IN Invoke 9/25/2010 3 AP U po 925/2010 3 AP IN Invoice 0272010 3 AP U po 927/2010 3 AP IN Invoice 927/2010 3 AP LI po 8127/2010 3 AP IN Invoke 0/27/2010 3 AP LI po 9/272010 3 AP IN Invoice 9/272010 3 AP LI p0 9/27/2010 Title: FURNISHINGS 8 EQUIPMENT 9/23/2010 Lhcmasl 48218177 Vendor: HEWLETT PACKARD 9/23/2010 Ihomaul 48218177 Vendor: HEWLETT PACKARD 9232010 ycnkerj 370201 Vendor, NEW TANGRAM LLC 923/2010 ycnkoff 370201 Vender. NEW TANGRAM LLC 9232010 yonkerf 370292 Vondor, NEW TANGRAM LLC 9232010 yanked 370202 Vendor. NEW TANGRAM LL0 9/182010 vcilmum 023500 Volition TEMECULA TROPHY INC 9/182010 merman 023500 Vander. TEMECULA TROPHY INC 9/30/2010 yonkerj 6238 Vandor: WESTERN AUDIO VISUAL 9/30/2010 yanked 6238 Vendor: WESTERN AUDIO VISUAL 9/22/2010 vcllmum 023531 Vendor. PC MALL GOV, INC. 9/22/2010 voUmum 023531 Vendor. PC MALL GOV. INC. 9/22/2010 vollmum 023535 Vendor: PC MALI. GOV, INC. 9/22/2010 votmum 023535 Vondon PC MALL GOV. INC. 9/22/2010 volimum 023535 Vander, PC MALL GOV. INC. 9/22/2010 vonnwm 02W% % Vandor, PC MALL GOV. INC. 9222010 volimum 023535 Vondon PC MALL GOV, INC. 9122/2010 voilmum 023535 Vendor: PC MALL GOV. INC. 10/7/2010 thamasl 4381 Vendor. ANDERSON 8 HOWARD 10/71010 thermal 4381 Vandan ANDERSON & HOWARD 10/14/201C yanked 581070120101 Vendor. PC MALL GOV. INC. 10114201C yonkerl 581070120101 Vendor. PC MALL GOV. INC. 10/14$01C yonkerl Vendor. PC 10/14/201C yonkerl Vanden PC 10/72010 yonkerl Vendor: PC 10/72010 yontterl Vendor. PC 10/72010 ydnkexl Vendor. PC 10/72010 yanked Vander. PC 10/7/2010 yanked Vander. PC 10/7/2010 yonkerj Vender. PC 10/72010 yonked Vanden pC 10/72010 yonked Vendor. PC 10/72010 yonkorl Vendor. PC 10/7/2010 yonkerl vendor. PC 10/7/2010 yanked Vendor. PC 10/72010 yanked 581070120101 MALL GOV. INC. S61070120101 MALL GOV. INC. 581310950101 MALI GOV. INC. 561310950101 MALI. GOV. INC. 581310950101 MALL GOV. INC. S61310950101 MALL, GOV. INC. S81215230101 MALL GOV. INC. 561215230101 MALL GOV. INC. S81215230101 MALL GOV. INC. 561215230101 MALL GOV. INC. 581215230101 MALL GOV. INC. S81215230101 MALI. GOV. INC. 561215230101 MALL GOV. INC. 581215230101 Fiscal You: 2011 ProCurvo Gigabit: Info Sys 1.290.51 0 Chocks: 140993 HR ProCulve - fiber backbone- 1.188.68• Chador: 0 master key xx266:civic confer Chocks: 141016 Furniture 8 install:dvIc cant Chocks: 141016 master key xx286:civic censor Chocks: 141016 Furniture 8 Instaltcfvlc cent Checks: 141016 Commemorative plaque:civic con 904.00 Chacka: 0 Chocks: 0 Sep audlovisuol Integration:C 22,308.81 0 Chocks: 141176 audiovisual integraiiemcivIc 22.308.61 - Chocks: 141178 Desktop Computers:Counal dais 8.700.00 Chadd: 0 Sales Tax 781.25 Chocld: 0 Tetevfyfar+s:civic center - 7.938.00 Ctmeka: 0 Aquas LCD HDTV 1080 P 40 inch 559.00 Choc]dt: 0 Tait Wats Mounts32-50 inch LCD Chock0: 0 14.14 D 14.14. 14.14 0 14.14 - Safes Taxon total 70.10 E Waste Fees Soles Tax DeTivery Foe Magid: Check0: 0 0 Chocka: 0 Sept canting: CMC Center 27,810.51 D ELECTRIC INC Cheek*: 141190 Canlin0:civic center- 27,810.51 - ELECTRIC INC Checks: 141190 Computers:counc8 dais Checks: 141353 Desktop Computers:council dais Cheek,: 141353 Cheeks: 141353 Cheek,: 141353 wall mounts:civic center Cheeks: 141253 7111 WaII Mounts32-50 inch LCD 0 1.408.00 361.00 888.70 100.00 Sala tax Sates Tax Sales Tax Sates Tax televI6lons:civic carder Ctmcldl: Checks: Check*: Cheeks: TalovIslons:civic cantor - Chock*: lcd 40- feteviaion:civic canto Cheeks: Aquos LCD HDTV 1080 P 40 inch Criackl E Waale Foos E Waage Feos Sates Tax Sales Tax Cheeks: Checks: Chocks: 141253 0 141253 141253 141253 141253 141253 141253 141253 6,700.00 D 0,700.00- 781.25 ,700.00.781.25 D 781.25- 1.408.00 0 1,408.00- 123.20 0 123.20- 7.938.00 0 7.938.00- 559.00 0 559.00- 25.00 59.0025.00 0 25.00- 743.50 0 743.50• Paw 30 OPLZt I :111p01.13 •t1'f L9112 woo olA1541e12121 q emywn,l 0>LL►1 O ,L' 119'9Z Woo olAp41a3114'9 OmIlumd OpLZ,I mono -9Z'S11'L3 Iwo Mo:11olso19O+nllwnd DPL1tl :CPR* O 9Z'SPt'LS woo 3lAp4rcisu1gOunllwnd O1P1Z91. :0312643 '81 Mat luno 01AI041s18u1 p O+nl}wnd 017L7.171 *Pow* O 61'19L'92. {ua0 DIA1911O%Sul V wollwnd 01,1Z91 :Pm* -11109'PS 61w 01A1071e1001 q omIlwnd 017LZ171 :e43043 O 113709'1,3 Woo olApxlei='ul'? 141wnd OPLZVI :11Ve43 1,6'1,1119 twO OIA4211Blssl 9 emllwod OPLZPI :fppa43 O 9T1►619 Iue301An:1114dol9=J Mod OPLZ91 :Ap►40 •94179£'691 11100 ONK1llfloo19 alnl}wnd OOLZI'I 313 O 9S'►SE'691 luso 0MpllolM 9 amlltund LIllot :Me43 117'990'96 Woo 010,p4181401 V 0lnllw0d LILIPI :ifiPO4O O 06'99018 lord 011613110Leu1 V OmUwnd 00'000'16Z MO01A13•d1f103 9 SUN INSIN Ifld -00'LZ£'O9I'£ 3012 9)WVd V1(133)231 ZgZLti :mato '00.001 7.97.166 Y0We47 WAN* pay* O 00'001 ZSZIP1 -9i'O9£'l ZSZIt1 0 (WOWt 10'099'1 ZSZ111 O 00'099'7. Z9Ztt1 10'089 O 00'099 10'982 O 00'981 10'86Z O 00'98Z W6104 1Ma os) 1X1 S 1QS V3 x01 MBS V3 WPM Sucfpro oupnddrl v Bpv3 43 /u:ONlenO 04144(13 40olo.o U 1010W pond ;141,43 atom lgsew-olxw 181ow pun0'il 40120113 es2a WW1 SOCK sign 41pn10 sown opfa 1g58111-oc1w pw%o J *pot* Sagiel opts 4sew-Onlw pu1►02f ZSZI/1 Vp04 .00'099'Z so;001 Dootp usOwolw puJON ZSZItI :MO* O 0010891 MAOI Swop osoupoxim wired ZSZIPI :Wm* •00'09Z'Z q00111 oul 010 sio0 0 0 0 UM!, ZSZIPI 00'080'9 ZSZ1bl 0 -00-00t 00'097.'7. 00'080'9 fSZtb{ COIN 1102 :au t*e+li 0000t vfo040 :iPpe40 -mood OIAp:wn w010 od WPM mum o1A Wflt!wrq clod :121043 :IPpe40 appova 510018 OOd Aroma° eod A11jA0e0 311 WV23ONV1 MMN JopoDA b91nL£ IiBxuoA 010Z/g/Z t 311 V4V2IONV1 M3N Jep4'A ►9LILe kOxuaA 0101/8/11 3T1 WV2l9M/1 M3N JOPPIA tame koxuoA o10L18/Z1 all Y'IV2IONVl M3N JDPOOA £9ZPLE kax170A 010Z/8/1I 011 WViIONVI M3N JoPueA Z9ZPLC kaxu0A OIOZ/6/Z1 011 WW IDNVI M3N JDPaaA Z9ZPLE kDxum mutat 011 12V2IONVI M3N JOPUOA 08Z►L£ N0xu0A OtOZ/817.I 071INVIPONVI M3N uoPOaA 387.61E 11exu0A 010Z/9/Z1 011 ViVt3ONV1 M3N JOPuOA 6LZ1L£ kOxuoA mum 011 VrV2iONV1 M314 J0p118A 6LZPLE ligolo0A 010U8/Zt 311 WHIIONV1M3N JOPOWL SILELE NaxvoA oiouic1 011 ViN IONV. M3N =OPOMA SULCLC IgxuOA 010/6/16 011 IHVUIONVI M3 • PIZILE �JPoMA OxuoA 0101/6/11 011 WVIIONVI MM.! JOPU A 4IZ1LC I1oxu0A OIOWN.I ►897. Kax01P OIOZ/U11 9L8Z S140x01P 7107./0/01 O12tOM OLLVd JoPsOA EC8t2 k0Xu0A 010Z/U01 01130M OLLVd :ropubA £t94Z I1Bx1J0A 010/1/01 01HOM 011V4 1OPUDA CUM InIMA 0I0UL/01 011:iOM OLLVd : mom%A CC9P 1J871004 OIOUL/OI O1210M OLLVd JOpQOA £t 8 Z IIm WM OIOUi/OI 01110M oLLVd� JOPssoA tt8P 0)100A 010UL/01 01HOM OLLVd aopeaA ££937. Wawa OLOUL/01 01230M OLLVd :ovum tan koltuoA 0107./1/01 m%IOM OLLVd JOP11VA MOM 4e1100A OIOLL/OL 01210M O11Vd 10 lonA tt9PZ (rowlIM Mauro' 012IOM OLLVd ooPooA sten Pollu0A O1OVLl01 0128OM OLLVd :JoPooA E£9tZ k01100A 060/6/01 01230M OLLVd JePuM 14131Z 40111013 010/1/01 012fOMOLLVd J0PU1A CC91Z 40x004 010U1./01 01210M OU.Vd :loPosA CCM (1axuM 010/1/01 01M0MOLLVd auPssoA ELM (1a 1UM 010711/0! 012IOMOLLVd uoPooA men Ua1luM OIOWIOI 01230MOLLVd 1101UUA CC91' pexto4 OLOUL/OL 'OM 'AOO TWVi Od J09ueA 1010£ZSIZ19S 1J8:1Y0A 010UL/31 3NI'AOO11V11Od JopUDA 1010CZ9IZ19S I107IU0.4 060/1101 'ONI 'AOO TLVW Od aCPuon 1N3Yeldlf103 9 SONIHSIN23f1d :MU 010/1/01 Od n dV Y OIOi1I/OI P010Au1 NI dV t O10UI/01 od n dV 010UIp1, dorovi NI dV 1. 0tOUI/01 od Il dV OIOUI/01 oolwt4 NI dV 1 OIOUI/OL 04 11 dV to 0I0U1/01 co5:44.4 NI dV 1' OIOU1/0t od Il dV b 0607.11/01 OSIOM? NI dV P OLOVI/01 od 11 dV P 010/1/01 11010A111 NI dV OIOZ/1101 od 11 dV b OtOUNOI OAU ooloAul NI dV P 010U0CB 1p1Pn4 vo fO E 310VOf/6 1pgpn4 VB 1'O t 0107.10£/8 od n dV £ 0IOZ/OVS 00i0A1,1 NI dV t 0107./0£/6 00 11 dV £ 01OZ/DC/8 e010Ae1 NI dV t OIOVOV8 00 11 dV t 0107101/8 80£0ME Nl dV £ Ot0U0C/8 Od 11 dV 010/3£/6 0010Aw M dV C OIOZIOt16 Od n dV E 0607./0£16 e010Aw 1411 dV £ 010Lf0£/6 od n dV t 010UO£IS B0I0A11 NI dV t OIO21O£/8 00 11 dV £ 01 MODS Oo10A19 NI dV C OIOZ/0£16 00 11 dV 0107/0£/8 000A1? NI dV £ OIOZ/OV6 Od 11 dV t 010UOtl6 0x0Aw Nt dV £ 010u1216 od n dV C OLOULV8 a910Au1 N1 dV C 1O9S'LSL'99101Z 3 zoN women u::0614 V1f133W31 40 AUO vow:11110N wo020,0 Wvot:LI:/t 010Z1Cl/Ll 0Al1Wf511 9flU01Ld0 OpUtuu/Surnrnary Irrlofflde 12/1312010 11:12:40A14 Account lnlonnstlon CITY OF TEMECULA Page: 32 Account Ha E 210.165 751 5601 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP 4 AP Toho: FURNISHINGS & EQUIPMENT IN invoice 10/1/2010 12/9/2010 yonkorj 375229 Vendor. NEW TANGRAM LLC LI po 101112010 12/9/2010 yonkerj 375229 Vender. NEW TANGRAM LLC IN invoice 10/111201010/21/2010 thomesl 104185 Vendor. CONDUIT NETWORKS. INC LI p0 10/11/201010/21201C thorned 104185 Vendor. CONDUIT NETWORKS. INC IN invoice 10114/201010/14201(yonluuj 8825 Vendor. TEMECULA TROPHY INC LI p0 10/1412010101141201(yonkerj 8825 Vendor TEMECULA TROPHY INC IN invoice 10/14/2010 I0/14201C yonkerj 8825 Vendor. TEMECULA TROPHY INC LI po 10/14201010/14/201C yonkarj 6825 Vendor. TEMECULA TROPHY INC PO po 10/21/201010/21201C vollmum 023875 Vendor. TEMECULA TROPHY INC PO po 10/21/2010 10/21/201C volmum 023875 Vardar. TEMECULA TROPHY INC IN invoice 10/21/2010 11/10/201C yonkerj 8285 Vendor. WESTERN AUDIO VISUAL U p0 1021/2010 11r102otc yanked 6285 Vendor. WESTERN AUDIO VISUAL PO po 10/27/2010 1027/201C vollmum 023700 Vendor. HEWLETT PACKARD IN invoice 10/28/2010 11/42010 yonker) 7089 Vardar. TEMECULA TROPHY INC U po 10/28/2010 11142010 yanked 7089 Vender. TEMECULA TROPHY INC IN 1028/2010 11/4/2010 ranker] 7089 Vanden TEMECULA TROPHY INC U 10/2812010 11142010 yankerj 7089 Vendor TEMECULA TROPHY INC Invoice po Po Invoice Po p0 IN Wrote 4 AP PO 10/29/20101029/2010 voemum 023719 Vender. HEWLETT PACKARD 4 AP IN 10/30/2010 12192010 Wonted 104342 Vendor CONDUIT NETWORKS. INC U 10/30/2019 12/92010 barns! 104342 Vendor. CONDUIT NETWORKS. INC PO 11/42010 11/42010 volImum 023748 Vendor. RAL INVESTMENT CORP 4 AP 5 AP 5 AP 5 AP 11 p0 S AP IN Invoice 5 AP LI po 5 AP IN Invoke 5 AP LI po 5 AP IN Invoke 5 AP L1 po Po 5 AP PO 6 AP PO p0 6 AP PO 8AP PO Po Po 8 AP PO Po 8 AP PO po 8 AP PO co 11/13/2010 11/13/2010 11/17/2010 11/17/2010 11117/2010 11/17/2010 11/192010 11/19/201 1122/201 1211201 12/12010 12/1/2010 12/1/2010 12/1/2010 12/1/2010 Fumituro & insla/I:civlc tent Chedd: Furniture & Inalall:avic cent Ch¢ck8: ShoroTel equip tnstatl: CM Cheeky: Phone ogulp:dvic center Check?: Commemorative plaque:dvic cen Chock?: CcmmomoraUve ploquo:civic can Chocks: Solos tax/ptaquo:civic center Chockth Sakes Taxon total Chetlin: B ronze plaque:civic center- Choddr: Sales tax audiovisual Integration:civic Chadu?: audi&hisual Inlegrotion:avic Cheek/: Com puler equip:civic center— Medd: enterMedd: B ranca pteque:ovic canter Chednl: Bronze plaque:civic center— Cheetdl: Soles tax Chemo Sales tax Check?: Equip relocation:info systems - thesis/: phone equip Install:civic cent Check,: Phone equip:dvic center Conference table: Civic Center dwdilk 12122010 yonker} 19134TM Nov prof specs:Civic Center Vandal: NTH GENERATION COMPUTING INC Check': 1222010 yanked 19134TM HP Enterprise Equip:Civic Cent Vendors N T H GENERATION COMPUTING INC Cheoka: 12/2/2010 thorned 29129763003 computer eguip:civic center Vender. HEWLETT PACKARD Cheek/: 12/2/2010 thorned 29129783-003 Computer equip:dv tc center— Vanden HEWLETT PACKARD ChedA: 12/9/2010 p ague. can Vendor. TEMECULA TROPHY INC Commemorative Chedut 12/912010 yonker) 7294 Vendor. TEMECULA TROPHY INC 12/2/2010 yonkerj 6288 Vendor. WESTERN AUDIO VISUAL 0 1222010 yonker) 8288 Vendor. WESTERN AUDIO VISUAL 011/22/201C vollmum 023821 Vendor TEMECULA TROPHY INC 0 1211/2010 vollmum 023838 Vender: HEWLETT PACKARD 12/1/2010 vollmum 023838 W odor: HEWLETT PACKARD 12/1/2010 voltmum 023838 Vendor. HEWLETT PACKARD 12/12010 vollmum 023840 Vendor: PC MALI. GOV. INC. 12112010 vottmum 023840 Vendor: PC MALL GOV, INC. 12/1/2010 vottmum 023840 Commemorallvo plaque:civic can Chadd!: audio/visual integration:clvtc Check,: audlo/visu of Integration: civic Chockg: Commemorative piaque:civic con Chad/,: LCD monitors:traific ape cents Cheek?: LCD Menitortraffie opt cunler Chotld: Sales Tax Chadd/: Mounting suppifes:lralfic ops Check,: Tat wail mount for Traffc Mg Sales Tax (hack?: Fiscal Yoe/ 2011 99.596.82 0 142740 99.596.82. 142740 4,992.00 D 141422 4.992.00- 141422 141392 141392 141392 141392 0 904.00 D 904.00- 79.10 D 79.10- 208.00 16.03 0 184,540.47 0 141884 184,540.47- 141884 8,885.17 0 141753 141753 141753 141753 5,802.00 0 5,618.00 D 142071 5,618.00- 142671 7.323.08 0 5,200.00 D 142152 5.200.00- 442152 9,640.88 D 142121 8,885.17- 142121 142798 208.00 0 208.00- 18.03 D 18.03- 224.03 D 224.03- 142796 134,883.17 D 142212 134.893.17- 142212 224.03 0 440.00 0 0 2.768.00 0 0 0 283.00 110.00 12800 40.08 Page: 32 Opttonol8ummary :tomo. 12/1312010 1102:40AM Account tntormattoe OM OF TEMECULA Popo: 33 Amount No: E 210.165.751.5601 B AP PO po 1218/2010 B AP PO po 121612010 6 AP PO po 12/6/2010 8 AP PO po 1218/2010 Budget Mm: Tile: FURNISHINGS & EQUIPMENT Vendor. PC MALL GOV. INC. 1218/2010 vollmum 023861 Vendor: PATIO WORLD 1216/2010 voUmum 023851 Vendor. PATIO WORLD 12/0/2010 voUmum 023851 Vendor. PATIO WORLD 1218/2010 voUmum 023851 Vendon PATIO WORLD 96.201.90 Encumbrances: Chocbf Paio Funilure:civic canter -- MOO: N 54 -MMU -01 Round Mhxo Meth • Chack9: Cappuccino OD-32/.Grade A Cush Cheek: CA tales tart and freight chug C1rod:A: 449,453.44 Fbeal Year: 2011 0 2,028.00 0 1,134.00 0 698.00 0 402.58 0 Acwitr 2,893.137.81 Piga: 33 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Machinery Breakdown Building & Business Personal Property Business Income w/Extra Expense EDP Property on Prem Fine Arts - AOL Fine Arts in Transit Fine Arts on Premises Personal Property Personal Property - AOL Scheduled Personal Property Valuable Papers on Premises PREMIUM SUMMARY PROPERTY (EXCLUDING EARTHQUAKE & FLOOD) 2006/2007 $7,563 $58,037 2007/2008 $8,109 $68,349 2008/2009 $6,217 $72,493 2009/2010 $8,218 $65,391 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Total Properly: $65,600 $76,458 $78,710 NOTES: a) COMBINED SCHEDULED BUILDING & PERSONAL PROPERTY VALUES $73,609 2006 2007 2008 2009 2010 552,565,750 568,915,750 580,801,938 580,590,138 $100,548,991 2011 5139,147,695 2011 Value Increase: 38.7% b) Rate Decrease: 20.0% (Travelers) c) Premium Increase: 10.9% (Travelers) Includes: 38.7% Value increase & 20% rate decrease for Travelers (1.387 x .79966 = 1.109 ) Travelers *Terrorism included of 52,583 (Travelers) 13 2010/2011 $10,214 $72,105 Included Included Included Included Included Included Included Included Included $82,319 2011/2012 Included $91,271* Included Included Included Included Included Included Included Included Included $91,271 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Fahr inn/ .4 7r11 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 NI State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 PREMIUM PAYMENT OPTIONS 1. Payment in Full 2. 4 Payments — 25% due at inception, 25% due at 4th, 7th, & 10"' month This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 MARKETING RESULTS PROPERTY (EXCLUDING EARTHQUAKE, FLOOD & AUTOMOBILE PHYSICAL DAMAGE) Travelers Insurance Company 2011 A.M. Best Rating: A+: XV; Admitted Philadelphia Indemnity Ins. Co. 2011 A.M. Best Rating: A+: XIV; Admitted Fireman's Fund Insurance Company 2011 A.M. Best Rating: A: XV; Admitted Chubb(Federal Insurance Company) 2011 A.M. Best Rating: A++: XV; Admitted Affiliated Factory Mutual 2011 A.M. Best Rating: A+: XV; Admitted Chartis Insurance Company 201 1 A.M. Best Rating: A: XV; Admitted Hartford Insurance Company 2011 A.M. Best Rating: A: XV; Admitted $91,271. Declined -unable to compete with Incumbent Pricing $100,000 + Unable to compete with Incumbent Pricing $90, 000 + (Unable to write Automobile Physical Damage) Unable to Compete with Incumbent Pricing Not a Market for Municipalities This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal Fahr, ,nry •7n1 Commercial Insurance Proposal Brown & Brown of CA, inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Crum & Forster Insurance Comapny 201 1 A.M. Best Rating: A: XIII; Admitted Golden Eagle Insurance Company 201 1 A.M. Best Rating: A: XV; Admitted Hanover Insurance Company 201 1 A.M. Best Rating: A: XIV; Admitted Liberty Mutual Insurance Company 201 1 A.M. Best Rating: A: XV; Admitted Markel Insurance Company 201 1 A.M. Best Rating: A: XIII; Admitted One Beacon Insurance Company 201 1 A.M. Best Rating: A: XII Admitted Property -Declined (No Fire Trucks/Buses) Not a Market for Municipalities Not a Market for Municipalities Declined -Not Competitive with Incumbent Pricing Declined -Not Competitive Not a Market for Municipalities This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Fahr irry Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400. Orange, CA 92868 • (800) 228-7975 DIC (Including Earthquake & Flood) • Statement of Values • Premium Summary 15 ' vir r-' �uu•» um, it This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400. Orange, CA 92868 • (800) 228-7975 1 DIFFERENCE IN CONDITIONS Coverage: DIC, including Earthquake (Not Including Earthmovement), Flood & Earthquake Sprinkler Leakage Interests Covered: Limits: Sublimits: Deductible: Exclusions: Conditions: Subject to: Premium: Buildings, Business Income, Contents, Electronic Data Processing, Extra Expense, Improvements & Betterments, Stock, Valuable Papers $25,000,000 Per Occurrence & in Annual Aggregate separately as (last year: respects Earthquake & Flood. Earthquake Sprinkler 25,000,000) Leakage subject to Earthquake Aggregate. 2,500,000 Building Ordinance, Increased Cost of Construction & Demolition(NEW) $500,000 Property of Others $500,000 Owned Property at Other Locations $50,000 Per Occurrence, all perils except 5.0% *Per Unit of Insurance for Earthquake & Earthquake Sprinkler Leakage, subject to a $50,000 minimum per Occurrence $100,000 Per Occurrence for Flood. Pollution, Contamination, Asbestos, Cyber/EDP Systems, Nuclear, Biological, Chemical, Seepage, For existing schedule, Flood in Shaded X Flood Zone and Flood Zones A & V, except after allocation of 2% per location subject to $500,000 per Occurrence Deductible, Terrorism (if declined), Cyber, Mold/Fungus, War, All Risk Perils, Theft, Building Ordinance, Increased Cast of Construction (except above limit), Boiler & Machinery & Ensuing Loss. TERM: 12 Months EFFECTIVE DATE: 2-26-10 VALUATION: Replacement Cost except Actual Loss Sustained on Time Element COINS: Nil VALUES: $147,004,545(Last Year $106,565,469) WARRANT: All Risk Underlyer • Company Primary Form (as per expiring) and will attach scheduled Limit of Liability (Statement of Values form) • Debris Removal Clause • Receipt of Terrorism Disclosure Notices, prior to binding. • Locations marked "X", per DIC Schedule attached $208,000.00 $12.569.75 Surplus Lines Tax/Fee & Policy and Intermed. Fees $220,569.75 Total Rates: Various 16 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Cancellation: 30 days Notice of Cancellation except 10 days for non-payment of premium. *Unit of Insurance a) Each separate Building or Structure b) Contents in each separate Building or Structure c) Property in Yard d) Business Income/Extra Expense Valuation: Replacement Cost: Property Damage & Stock Valuation; Actual Loss Sustained: Time Element including Extra Expense Terrorism/TRIA: TRIA (Terrorism Risk Insurance Act) Act of 2002, Empire Indemnity Co. k offering coverage for annual additional premium of $22,800 + $743.60 taxes/fees. Must have declination/ acceptance of offer at time of binding. a) 10,000,000 Excess over $25,000,000. Premium: $17,500 + .0325 Taxes and Fees b) 10,000,000 Excess over $35,000,000. Premium: $12,500 + .0325 Taxes & Fees Optional Increase in Occurrence And Annual Aggregate Limit: Participating Company Participation Layer Premium Taxes & Fees Empire Indemnity Ins. Company 80% $25,000,000 $208,000 $12,569.75 2011 A.M. Best Rating: A+: XV; Non -Admitted Princeton Excess & Surplus 20% Part of Included Included 2011 A.M. Best Rating: A+: XV; Above Non -Admitted Note: Quote expires 30 days from quote date. Full premiums and fees are due and payable 20 days from inception. 35% MINIMUM EARNED PREMIUM • 101:1% MINIMUM EARNED ON FEES Major Terms & Conditions: Farm: Company Form Major Exclusions Terrorism -Not to Include the US Terrorism Risk Insurance Act of 2002 (company form) Pollution (Company Form) Asbestos/Contamination (Company Form) 4,7111 ti- Rrmrn rnrn 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Additional Comments: Mold (Company Form) Theft Flood -Location located in 100 year flood plain and shaded X flood zone. Boiler & Machinery Electronic Data & Computer Systems (company form) All Risk Perils (including windstorm) Ensuing Loss Subject To: Warrant All Risk Underlyer Debris Removal clause Statement of Values Form Loss Control Survey Signed Terrorism Notice Signed D-1 Form THE EXCLUSION FOR FLOOD ZONE A, V & SHADED X DOES NOT APPLY TO THE FOLLOWING LOCATIONS, OR ANY OTHER LOCATIONS ON THE EXISTING SCHEDULE, THEY SHOULD BE REASSIGNED BY FEMA TO FLOOD ZONE A, V OR SHADED X. 1. 43200 Business Park Dr., Temecula, CA 2. 43210 Business Park Dr., Temecula, CA 3. 43230 Business Park Dr., Temecula, CA 4. 42081 Main Street, Temecula, CA 5. 42049-51 Main St., Temecula, CA 6. 28300 Mercedes, Temecula, CA 7. Old Town Temecula, Temecula, CA 17 The information obtained from A.M. Best's Rating is as of February 11, 2005 and is not in any way Brown & Brown, fnc. warranty or guaranty of the financial stability of the insurer in question, and that the information is current only as of this date. R num 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26.11 10 2-26-12 DIC Loa. 81dp. t Addre>K occupancy Building BPP 'Playground Eaulament B1 EE Valuable Perron, EDP Hardware EDP Software, EDP EE Year Butt Constrvstlan No. oT Sloan Prot c1 Arm 164.Pti X 1 1 41000 Main St, Temecula, CCenter* Civic Ge Center 34,926,892 3.539,800 0 1,000 50,000 2,000,000 5,000,000 Included 500,000 2010 3 4 96,795 X 2 1 43200 Business Parc Dr Temecula. CA 92590 (Old) Cl1y Hall 9,000,000 1200,000 0 0 0 0 250.000 Included 25,000 1993 SPrink ettel JR4osonry 2 4 57,000 X 3 1 30875 Rancho Vista Rd Temecula, CA 92590 & 42689 Margents Rd Temecula. CA 92590 Ronald Repan Sports Park; Community ROCtOa40n Center O5Oxs (CRC): Meetinq Rooms 1.200.000 215,000 0 0 59.000 100.000 100,000 Included 40.000 1994 Sprinkleted COnCrele Mock 1 4 6.000 X 3 2 Gyne 3,400.000 60,000 0 0 Included 0 0 0 0 1994 Spnnklored 1 4 16,000 X 3 3 A.u040nurn, Classrooms, Kitchen 2,500.000 115,000 0 0 Included 0 15,000 Included 10,000 1994 e SpCnOnRklwfeterod Concrete Block 1 4 10900 X 3 4 Pool r Pool Bldg./Slide 250,000 0 130,000 0 Included 0 0 0 0 1994 COnoreto Block 1 4 1.000 X 3 5 Skateboard Park, Roller Hockey Pork. 187,200 130,000 0 0 0 0 0 0 Included Included 0 0 0 0 0 0 0 0 1994 Spnnklered Concrete 1 4 1.000 X 3 6 X 3 7 Restmoms. Snackbars.Piayground Equidmenl Rema1 FaOliy 500,000 35.000 30.000 0 Included 0 0 0 0 1990 JR4asanry 1 4 3.000 X 4 1 28818 Putj0 Street. Temecula, CA Temecula Community Geller 1,100,000 250.000 0 0 50.000 0 15.000 Included 0 1985 Fr/Shier-a 1 4 4.500 4 2 Caboose 520000 35,000 0 0 0 0 0 1985 Steel 1_ 4 Z000 X 5 1 41845 9h Street Temecula, CA 92590 Mary Philips Senior Geller 2.000,000 375.000 0 0 50,000 0 15,000 Included 0 1985 Sprnklered .1/Masonry 1 4 8,000 X 6 1 29314 Mercedes Temecula CA 92590 Museum 1,800,000 50,000 0 0 0 3,000,000 15,000 Inducted 0 1998 SPnnktered Frame 2 4 7,200 X 7 1 29300 Mercedes Temecula CA 92590 Wedding Chapel (Chapel M Merr ies) 250.000 100,000 0 0 0 0 0 0 0 1998 Spnnklered Frame 1 4 1,509 X 8 1 42031 Main Slreel Temecula, CA 92590 Children's Museum Gilt Snap Single Occupam 2,250,000 1.500.000 0 9 0 0 25,000 Included 0 Framed, Spnnkierel, no warm 4 X 9 1 42051 Mom Street Temecula, CA 92590 42049 Main Street Old Town Tan10Cula Community Theater 9,000.000 1,000,000 0 300.000 0 0 650.000 Included 75.000 2005 Spnnklered, Stell- Wood 3 4 20,000 X 9 2 Mercanale Buildmq 1,500,000 50 000 0 0 0 0 0 0 2003 Frame 8 Baia 1 4 2,181 X 10 1 43210 Business Park Or Ternitigla CA 92590 West Wing Maintenance Fnrti'5v t Ofrrce 3.300.000 400.000 0 0 0 0 75000 included 10.000 1997 Spdnklered M90951v 2 4 13.500 X 11 12.3 43230 Buune19 Park, Temecula, CA 92591 Field Operation Center 6.800.000 550.000 0 0 50.000 6 150,000 Included 100.000 2007 Sprirlklerltd Steel Frame COmpoSSO Membrane and Metal Rom 2 17.890 X 12 1 39800 Paula Rd Temecula CA 92591 Temecula Public Library 10,000,000 550,000 0 0 200.000 2.000,000 950000 Included 159.900 2008 Spnnklered Steel 1 34,000 X 13 28690 Mercedes St. Temecula, CA 92590 Parking SU u tura Olfce• Rebid (RE: EDP Hardware Location Locked wen can? access & security camera) 16,700,000 0 0 0 0 0 650,000 rncluded 0 2010 Remfarced & preebe5Sed tastes place a conpetefsfruel ur81 stool frame 1 141ow & 3 above 4 119.4101 8555 X 14 28816 PuJat Street. Temecula. CA 92590 TCC SAFE Nouse 1.242.053 0 0 0 50,000 6 175,000 Included 0 2009 Spnnktered frame with metal roof 1 4 3.800 15 soma Viela Parc 41568 Avenida De La Rema, Temcula, CA Park, Basketball 0 15,000 0 0 0 0 0 0 16 1 804/8410 Stage Park 33654 De Porola Road Temecula CA 97590 Park, Playground Equipment 8 Restroom 140,400 0 50.000 0 0 0 0 0 0 1996 ConCrele Block 1 4 1900 17 Calla Aragon Park 41621 Calle Aragon Temecula, CA Parc, Playground Equipment 0 15,000 0 0 0 0 0 0 18 1 Crown Hill Park 33203 Old Oak Rd Temecula CA 91590 Park, Playground EquipmoM & Restroom 140,400 0 40.000 0 0 0 0 0 0 2003 Concrete Block 1 4 1.000 mb201102 80V Tem 18-1 1 of 5 CITY OF TEMECULA Special Form, Difference In Conditions, Earthquake Flood Statement of Values 2.2611 to 2.26-12 DIC Loc. it Bldg, t Address OCoupancy Building BPP 'Playground131 rendateent EE Valuable Panetta EDP Hardware 0 EDP Benwara 0 EDP EE 0 Voir Bunt 2004 Construction Concrete Block No. of Stotler* 1 Plot Ci a Ales 1&a.F1,1 3.000 0 10 1.2 3 HaMO8t9n Communlly Park 28582 Harvealon Dr. Temecula, CA 92550 Pah, Playground Equianserd, Coatroom. Snaekbpr 500,000 35.000 40000 0 0 0 Cornmuney Room 600 000 Included 0 0 0 0 0 0 0 2004 1,900 20 1.2 Hammen Lake Pah 29005 Lake House Road Temecula. CA 92590 Pak Playground Eq lneM. Reslooma. Lake, Gazebo. Boat House 500.000 0 15.000 0 0 0 0 0 0 2001 Cancrcto Block & Wood 1 4 3.000 21 3ann Magee Park 44576 Corte Verona, Temecula, CA Pah. Playground Equipment 0 0 15.000 0 0 0 0 0 0 22 1 Kent H:ntergardl Park 31485 Via Cordoba. Temecula, CA Park, Playground EquIpmern. Restrooms. 0113041 500000 35.000 15.000 0 0 0 0 0 0 1991 Cauldroto Block 1 4 3.000 23 Loma Linda Pork 30377 Loma Linda Road, Temecula, CA Park, Playground Equpmerd 0 0 30.000 0 0 0 0 0 0 24 Lang Canyon Creek Park 40356 N General Kearny R0, Temecula. CA Margarea Commrmay Parr 29119 btarganla Rd Temecula, CA 92590 Park, Pleygmund£quprrxM Nut. Roller Hockey Ban Freida. Tennis 0 140.400 0 0 30.000 150.000 0 0 0 0 0 0 0 0 0 0 0 0 1.000 25 1.2 26 1.2 Meadows Park 43110 Meadows Parkway Temecula CA 02590 Park. Playground Egwpinenl. Castroim 140,400 0 40.000 0 0 6 0 0 0 2003 Concret Block 1 4 1,000 27 Nakayama Park 30952 Nicolas R0. Temaculo, CA Pant, Playground Equipment 0 0 40.000 0 0 0 0 0 0 28 Ni$1010s Road Pah 39955 Nr1talas Rana Temecula, CA Pah, Playground Equip;rtanl, 0 0 15.000 0 0 0 0 0 0 29 Pabia Aans Park 33005 Rena Cc, Tornocrsa, CA Park Playground Eg40 tram 0 0 40.000 0 0 0 0 0 0 30 1 Pala Ccormundy Park 44900 Temecula Lane Temecula. CA Pa1t. Playground EgwpmeM, Coatrooms, Snatkbar. Bev F1a1da. Tnnme 500.000 35000 40,000 0 6 0 0 0 0 1992 Concrete Bleck 1 4 3,000 31 1 Paloma Del Sol Pah 32099 De Portola. Temecula. CA Park, Coatrooms. Bail Fields, Snatkber 500,000 35.000 40.000 1.000 8,900 0 15900 Included 10.000 1991 J1Mesonry 1 4 3,000 32 Paseo Genome Pak 32455 Camila Son Deno'. Te00tu1a. CA Park, Playground Equipment 0 0 15.000 0 0 0 0 0 0 33 1, 2, 3, 4 Paton H Miran Spots Park 32380 Dean Hallow Way Temecula. CA Pah. Snackbar, Playground Egwpmem. Rearooms. Batt Freida, Courts. ahanlanence 2240.000 100.000 50,000 0 0 0 100,000 Intauded 50.000 2006 Concrete 1 7,169 34 1.2 Paula Ridge Park 33405 Pauba Road Temecula. CA 92590 Pah, Playground EqurpmeM, Restroom, 140400 0 33.000 0 0 0 0 0 0 2003 00n;ret0 Block 1 4 1,000 35 1, 2 Rednawk Park F (Redhawtl Commumiy Park) 44715 Red hawk Parkway Temecula. CA Pah, Turf Moa, Snetter/Picnic Tables. Dog Park, Flo slrooma. Basketball Hatf•Court 0 0 40,000 0 0 0 0 0 0 mt20110250V Tarn 19-2 2 of CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement or Values 2-2611 10 2.26-12 DIC Loc. it Bldg.* Address Oceupang Park. Playground Equipment Building 0 DPP 0 'PltygtOLrd Equipment 40000 el 0 EE 0 ValuableEDP Psnero 0 Hardware 0 EDP Soflwam 0 EDA EE 0 Year Bulk Consllrretloan Na, of Stories Prot C1 Area ISOft,l 36 Riverton Park 30950 Riverton Ln. Tamer -V-0 CA 37 Rotary Park 28818 Puyol Street Temacula, CA Park; Picnic Tables 0 0 0 0 0 0 0 0 0 38 1 Sam Hicks Pork 41970 Morena Dr Temecula Ca 92590 Pork, Playground Equipment. Re3Im ,o 140.400 0 30.000 0 0 0 0 0 0 1996 Concrete Black 1 4 1.000 39 Serena Hila Park 40747 Walesa Lane Temecula. CA Park. Playground Equ!pmsnt 0 0 40,000 0 0 0 0 0 0 40 Stephen Linen Jr. Memorial Palk 44935 Nighthawk Pass, Temecula, CA Parc, Playgrour ct EquIpmerd 0 0 40.000 0 0 0 0 0 0 41 Sunset Parc 32155 Camina San Jose, Temecula. CA Park, Playground Equipment 0 0 15,000 0 0 0 0 0 0 42 1, 2 Temecula Duck Pond 26250 Ynaz Rd 5 Rancho Carl Orfila Rd Temecula, CA 92590 Park, Pump House. ResU00m, Shade Facilrtias 200.000 0 40,000 0 0 0 0 0 0 1995 Concrete BIOCk 1 4 1,000 43 Temecula Creek Trail Park 33662 Channel Stteel, Temecula, CA Park, Playground Equipment 0 0 15.000 0 0 0 0 0 0 44 1, 2 Temeku Hill Park 31367 La Serena Way Temecula, CA 92590 Park, Playground Equipment, 2 Resuooms, Snackbar, Ball Fields 500.000 35.000 30.000 0 0 0 0 0 0 2000 Concrete Block 1 4 3000 45 Vail Ranch Park 32965 Harmony Lane, Temecula. CA Park, Playground Equipment 0 0 40,000 0 0 0 0 0 0 46 Veteran's Part 30965 La Serena Way, Temecula, CA Park. Playground Equipment 0 0 15.000 0 0 0 0 0 0 47 Vocrburg Park 39960 Nicolas Rd, Temecula, CA Part 0 0 0 0 0 0 0 0 0 46 1 Winchester Creek Park 39950 Marganta Rd Temecula, CA 92590 Park, Playground Equipment, Reslrooms, Basketball 140.400 0 15.000 0 0 0 0 0 0 1999 JrMasonry 1 4 1,000 49 1 Wolf Creek Trait Pant 45454 Wolf Creek Rd, Temecula, CA Park. Trail wan Par Course 0 0 0 0 0 0 0 0 0 50 Wolf Creek Park 45850 wog Creek Or N.. Temecula, CA Park, Playground Equcpmerd, Restroom, Gazebo 140.400 0 40.000 0 0 0 0 0 0 2008 Concrete Block 1 4 1.000 X 51 1 33650 Pauba Rd. Temecula, CA 92590 Fire Station #84 3,000.000 120,000 0 0 0 0 15,003 Included 0 1997 Spnnklered Masonry 2 4 10,000 52 28330 Mercedes Temecula. CA Fire Slalion#12 Insu:ed by CAL FIRE 0 0 0 0 0 15.000 Included 0 X 53 27415 Enterprise Cr. West Temecula, CA Fire Swam 673 1,800,000 95,000 0 0 0 0 15,000 Included 0 1988 Type V Woad Frame Stucco 1 4 6,000 m5701102 SOY Tem 18-3 3 o15 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-11 tD 2-26-12 DIC LOC. 5 Bldg. 1 Address Occupancy Bulldlny BPP 'Pkygtbuad EcddraMent BJ EE Ye/treble FS oars EDP Naldwaro 0 FSP Software 0 I EDP EE 0 Year Bath Construction No. or Sklrles Net Ct Ana 19o.P1.1 54 37500 Sky CanyOrl Or Temecula. CA Fire Stalton 583 Insured by County of Riverside 0 0 0 0 0 X 55 1 32221 Wolf Valley Road Temecula. CA 92592 Fire Station #92 2.719,600 95,000 0 0 0 0 15.000 Included 0 2007 Spanklered Sleet Stucco L ROCk 1 4 9.062 X 56 1 32131 South Loop Rd. Temecula, CA 92591 Fire Station to be occupied upon Oneida settlement 2,709,000 95,000 0 0 0 0 0 0 0 2008 Sprinklehad Concrete 1 4 5.030 57 1 32364 Overland Trail Temc0ula. CA 92592 Temecula Citizens Corp & Paramedics 60,000 30.000 0 0 0 D 14000 Included 0 2002 Wood Frame Wood Siding 1 2.000 59 1 41951 Maraga Rd TemaCela, CA 92590 Temecu:a Elementary School. Bedrooms 140,400 0 0 0 0 0 0 0 0 1994 Spnnklered Concrete Block 1 4 1,000 58 2 Pool Pool Bldg. 140,400 0 0 0 0 0 0 0 0 1994 Concrete Block 1 4 1,000 59 42075 Meadows Parkway Temecula, CA Temecula Middle School 0 25.000 0 0 0 0 0 0 0 60 1 30027 From Street Tomocula. CA 92590 Prefab Radio Bldg. 8,750 0 0 0 0 0 0 0 0 1996 Steel 1 4 48 61 1 Escaler House L Barn 28870 Pujo1 St. Temecula, CA 92589 Pantry Storage 720,000 0 0 0 0 0 0 0 0 1928 Wood Stucco 1 4 1,500 62 1 6th 8 Front Streets Temecula, CA 92590 Restrooms L Light Standards, Parting Lot 36.400 0 0 0 0 0 0 0 0 1997 Frame 1 4 700 Unschedued, Electron= Data Processing Hardware, Software 805 Extra Expense at Non•Owned teentions 0 0 0 0 0 0 290,000 Included Intruded 63 Town $quare Park 41000 Main Street, Temecula, CA 92590 Turf & Benches 0 0 50,000 0 0 0 0 0 0 Insured Values.Special Form 9127,052,595 540,759,600 91,335,000 9502,000 3505.900 57.100.000 55.560,000 Included 9940,000 X OIC. EQ L Flood Coverage Totals: 9116,763,745 310,429,600 WA 9501,000 3500,000 57,100,000 0.134090 Included 3080,000 X 64 1, 2 Old To t Temecula Temecula, CA 92590 2 Arches 0 5175,000 each 350.000 0 0 0 0 0 0 0 0 1999 51e0 Renrwmd Comdr. - Moti00o Face Pashad Bross 85 "Basket Fountain" Town Square Park, 41000 Main Street, Temecula CA Fountain Sculpture 400,000 0 0 0 0 0 0 0 0 2010 66 'Soloing in too Ram" 28250 Ynez Road, Temecula, CA 92599 Public Art Sculpture 130,000 0 0 0 0 0 0 0 0 67 Ovedand Bridge Arte ork between 27624 Jefferson L 26531 Ynaz Road. Temecula, CA 92590 Pune An 80,000 0 0 0 0 0 0 0 0 68 Civic Conder Mural on Parking Gergae 28690 Mercedes Sl. Temecula, 011 92590 PuSIrc Art 250.000 0 0 0 0 0 0 0 0 69 Immigrant Trail" Civic Center Moroi 41000 Main Street, Temenrin CA 07596 PubliiC Ad 45,000 0 0 0 0 0 0 0 0 2010 rre201102 SOV Tem 18.4 4015 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-11 to 2-26-12 D)C Lot.! &/p. 1 Address Occupancy Building BPP *Playground EaNnmtmt Bf EE yawn* NOM EDP Hardware EDP Software EDP EE Veal met Construct5an No. df Sleden Prez Cl Arae (Sa.FRI X 70 1 Temecula Dude Pond 20250 Ynez Rd a Rancho CaMdmla Rd Temecula, CA 92590 Votoran'a ale:nodal 530.000 0 0 ' 0 0 0 0 0 0 2004 t>rw n.eimnd Concrete Panned Graeae Feoe X Total Insured Values IDICI: Buildin0: BPP Bt: EE- VP EDP0i1 EDP(S): EDP (EE) Arches (Loc. 084) Veteran Mem (too CO) (This Year) 5118,783,745 10,429,800 301,000 500,000 7.100.000 8.130.000 minded 5880.000 350.000 550.000 Tola1: 3147.004,545 (Lail Year) 384,958,853 7.511.800 384.000 347.818 6.250.000 5.880.030 Included 3605.000 350.000 300.000 3108,585,489 Sprin1Jerod Fu1Iy-Constarchon Type Local Structural Steel Braced Frame wCn Reinforced Concrete SI18E Walls. Structure has two roofing components over melst decking wen concrete (1) had up cloy 118 a. 3 (2) Thermoplastic (TPC) memxne roofing ma201102 COv tem Authorized Sten Mtge Tele •Ptayaround Eliot/merit Itncludos Shelton & Florae Tables:BSQ: Slides etc Dato 1&5 5 of Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 DIC PREMIUM SUMMARY EARTHQUAKE & FLOOD Premium Increase: 220,569.75 = 22.7% (Increase) 179,818.50 Value Increase: 147,004,545 = 37.9% (Increase) 106,565,469 (Total Insured Values) Rate Decrease: 12.5% (Decrease) 2007 Total DIC Limit $15M Ded. 10% 2008 Total DIC Limit $25M Ded. 7.5% 2009 Total DIC Limit $25M Ded. 5% 2010 Total DIC Limit $25M Ded. 5% 2011 Total DIC Limit $25M Ded. 5% NOTE: a) Terrorism not included a b) Premium increase of 22. Values: 69,830,088 Premium: 209,137.50 Values: 82,224,088 Premium: 145,467.48 Values: 82,493,816 Premium: 158,992.34 Values: 106,565,469 Premium: 179,818.50 Values: 147,004,595 Premium: 220,569.75 bove, see options 7% (comprised of a value increase of 37.9% and a rate decrease of 11.02%) PREMIUM PAYMENT OPTIONS 1. Payment in Full 2. Premium Finance: 25% down payment and 9 monthly installments 19 %nsi1r rna'n rens 11 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal 1 Annual Premium Annual Premium Insurance Company 201012011 Insurance Company 2011 / 2012 Emp're Indemnity Company $169,000.00 Empire Indemnity Co. $208,000.00 plus Taxes & Fees 10,818.50 plus Taxes/Fees 12,569.75 TOTAL DIC COST: $179,818.50 $220,569.75 Premium Increase: 220,569.75 = 22.7% (Increase) 179,818.50 Value Increase: 147,004,545 = 37.9% (Increase) 106,565,469 (Total Insured Values) Rate Decrease: 12.5% (Decrease) 2007 Total DIC Limit $15M Ded. 10% 2008 Total DIC Limit $25M Ded. 7.5% 2009 Total DIC Limit $25M Ded. 5% 2010 Total DIC Limit $25M Ded. 5% 2011 Total DIC Limit $25M Ded. 5% NOTE: a) Terrorism not included a b) Premium increase of 22. Values: 69,830,088 Premium: 209,137.50 Values: 82,224,088 Premium: 145,467.48 Values: 82,493,816 Premium: 158,992.34 Values: 106,565,469 Premium: 179,818.50 Values: 147,004,595 Premium: 220,569.75 bove, see options 7% (comprised of a value increase of 37.9% and a rate decrease of 11.02%) PREMIUM PAYMENT OPTIONS 1. Payment in Full 2. Premium Finance: 25% down payment and 9 monthly installments 19 %nsi1r rna'n rens 11 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal 1 Named Insured: CITY OF TEMECULA DIBIA TEMECULA, CITY OF Effective Date: Feb 26 2011i Insurance Company: () Arnerlcan Alternative Insurance Corporation () Great Lakes Reinsurance (UK) PLC (X) The Princeton Excess and Surplus Lines Insurance Company POLICYHOLDER DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you now have a right to purchase insurance coverage for losses resulting from ads of terrorism, as defined in Section 102(1)of the Act: The term 'act of terrorism' means any act that is certified by the Secretary of the Treasury—in concurrence with the Secretary of State, and the Attorney General of the United Slates --to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or Individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 85% OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION, IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED $100 BILLION, YOUR COVERAGE MAY BE REDUCED. SELECTION OBREJECTION OF TERRQs1SM INSURANCE COVERAG . I hereby elect to purchase Terrorism coverage as defined in the Terrorism Risk Insurance Act, as amended, for a prospective premium of $22, 880 I hereby elect to have the exclusion far terrorism coverage attached to my policy. 1 understand that an exdusain will be attached to my policy and I will have no coverage for losses resulting from certified acts of terrorism. Policyholder/Applicant's Signature Print Name Date TerrNotice05 (01-08) Page 1 of 3 The following is a partial summary of the Terrorism Risk Insurance Act, as amended, (hereinafter referred to as the Act). Only the provisions of the Act determine the scope of the insurance protection available for the losses covered under the Act. The Act has been extended through December 31, 2014. The Act provides coverage for property and casualty insurance for Insured losses" as a result of an "act of terrorism." As stated in the Act: A. "Insured loss" means any loss resulting from an "act of terrorism" (including an act of war, in the case of worker's compensation) that is covered by primary or excess property and casualty insurance issued by an insurer if such loss: 1. occurs within the United States; or 2. occurs to an air carrier (as defined in section 40102 of title 49, United States Code), to a United States flag vessel (ora vessel based principally in the United States, on which US income tax is paid and whose insurance coverage is subject to regulation in the United Stales), regardless of where the loss occurs, or al the premises of any United Slates mission. B. "Act of terrorism" means any ad that is certified by the Secretary of State, in concurrence with the Secretary of State and the Attorney General of the United Slates: 1. To be an act of terrorism; 2. To be a violent act or an act that is dangerous to: a. human life; b. properly; or c. infrastructure; 3. to have resulted in damage within the United Slates, or outside of the United States in the case of: a. an air carrier or vessel described in paragraph (5)(B) of Section 102 of the Ad; or b. the premises of a United States mission; and 4. to have been committed by an individual or individuals, as part of an effort to coerce the civilian populations of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C. Section 102 (1)(B) of the Act states "no act shall be certified by the Secretary as an act of terrorism if: 1. the act is committed as part of the course of a war declared by the Congress, except that this clause shall not apply with respect to any coverage for workers' compensation; or 2. property and casualty insurance losses resulting from the act, in the aggregate, do not exceed $5,000,000." D. The Act also contains a "program trigger" in Section 103(e)(1)(B), pursuant to which the federal government does not pay compensation for losses resulting from a certified act occurring after December 31, 2007, unless aggregate industry insured losses from such a certified act exceed a certain amount, or "trigger." For insured losses occurring in 2008 and for all additional program years, the program trigger is $100,000,000 of aggregate industry insured losses. TerrNotice05 (01-08) Page 2 of 3 E. The Act does not apply to: crop or livestock insurance; private mortgage insurance or title insurance; financial guaranty insurance issued by monoline financial guaranty insurance corporations; insurance for medical malpractice; health or life insurance; flood insurance provided under the National Flood insurance Act of 1968; commercial automobile insurance; burglary and theft insurance; surety insurance; professional liability insurance (except Directors and Officers Liability); or farm owners multiple peril insurance. F. Under the Act for program years through December 31, 2014, the federal government will reimburse the insurance company for 85% of its insured losses in excess of a deductible, until aggregate "insured losses" in any Program Year exceed $100 billion. Each insurer's deductible will be 20% of its direct eamed premium for property and casualty insurance (as reported on Page 14 of the company's Annual Statement), over the immediately preceding calendar year. For the purposes of determining such deductibles, direct eamed premium means only the premiums earned on the commercial lines property and casualty insurance covered by the Act for U.S. risks or vessels, aircraft and foreign missions outside the U.S. covered by the Act. Neither the insurance company (having met its statutorily mandated share as described above) nor the federal government will be liable for payment of any portion of "insured losses" under the Act that exceeds $100 billion in the aggregate during any Program Year. Date generated: January 31 2011 TerrNotice05 (01-08) Page 3 of 3 ZURICH THIS DISCLOSURE DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER ANY POLICY DISCLOSURE OF IMPORTANT INFORMATION RELATING TO TERRORISM RISK INSURANCE ACT SCHEDULE* Premium attributable to risk of loss from certified acts of terrorism for lines of insurance subject to TRIA: $ 96,000 *Any information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.. Disclosure of Premium In accordance with the federal Terrorism Risk Insurance Act ("TRIA"), as amended, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to the risk of loss from terrorist acts certified under that Act for lines subject to TRIA. That portion of premium attributable is shown in the Schedule above. The premium shown in the Schedule above is subject to adjustment upon premium audit, if applicable. B. Disclosure of Federal Participation in Payment of Terrorism Losses The United States Government may pay a share of insured losses resulting from an act of terrorism. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the insurer retention. The insurer retention equals 20% of the insurer's prior calendar year direct earned premium associated with lines of insurance subject to TRIA. TRIA is scheduled to expire on December 31, 2014. C. Disclosure of $100 Billion Cap on All Insurer and Federal Obligations If aggregate insured losses attributable to terrorist acts certified under TRIA exceed $100 billion in a Program Year (January 1 through December 31) and an insurer has met its deductible under the program, that insurer shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of Treasury. D. Availability As required by TRIA, we have made available to you for lines subject to TRW coverage for losses resulting from acts of terrorism certified under TRIA with terms, amounts and limitations that do not differ materially from those for losses arising from events other than acts of terrorism. E. Revised Deftnitfon of Act of Terrorism under TRIA TRIA defines "act of terrorism" as any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States: 1. to be an act of terrorism; 2. to be a violent act or an act that is dangerous to human life, property or infrastructure; 3. to have resulted in damage within the United States, or outside of the United States in the case of an air carrier (as defined in section 40102 of Title 49, United States Cade) or a United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), or the premises of a United States mission; and 4. to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. No act may be certified as an act of terrorism if the act is committed as part of the course of a war declared by Congress (except for workersdETM compensation) or if losses resulting from the act, in the aggregate for insurance subject to TRIA, do not exceed $5,000,000. Copyright (c) 2008 Zurich American Insurance Company U -GU -632-C (12/07) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of l Declination of Terrorism Coverage ZURICH The Terrorism Risk Insurance Act of 2002 mandates that you be provided the opportunity to obtain coverage for certified acts of terrorism as defined by that ad. To obtain that coverage, you muss remit the premium specified on the notification you received informing you of the availability of coverage. You may decline this coverage for any or all of the lines of business shown below. To decline coverage, mark the box ( all in front of the line of business, sign and date this form, and return to us. ❑ Property ❑ General Liability ❑ Inland Marine (including cargo) O All tines rejected (if This box is checked, there is no need to check any other) I acknowledge that I have been offered Federal Terrorism coverage and have declined to purchase one or more lines of coverage as indicated above. I understand that an endorsement(s) will be added to my policy excluding coverage for certified acts of terrorism. Policy Number CITY OF TEMECULA D/B/A TEMECULA. CITY OF Named Insured Insured Signature Dale EM 11 19 (09-06) Page 1 of 1 NOTICE: 1. THE INSURANCE POLICY THAT YOU ARE APPLYING TO PURCHASE IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NONADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. CALIFORNIA MAINTAINS A LIST OF ELIGIBLE SURPLUS LINE INSURERS APPROVED BY THE INSURANCE COMMISSIONER. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA DEPARTMENT OF INSURANCE: www.insurance.ca.gov. 5. FOR ADDITIONAL INFORMATION ABOUT THE INSURER YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE, AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: 1-800-927-4357. 6. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKER'S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU." Date: Insured: SF 198230.2 73670 00741 D-1 (Effective January 1, 2009) Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800} 228-7975 OTHER MARKETING RESULTS (Plus Taxes & Fees, where applicable) Insurance Company of the West 2011 A.M. Best Rating: A-: IX Beazley Speciality Insurance Company 2011 A.M. Best Rating: A: VIII RSUI Indemnity Company 2011 A.M. Best Rating: A+:XII Lloyds of London 2011 A.M. Best Rating: A:XV Endurance American Specialty 2011 A.M. Best Rating: A: XV Essex Insurance Company 2011 A.M. Best Rating: A: XII Houston Casualty Company 2011 A.M. Best Rating: A+: XIV Landmark Insurance Company 2011 A.M. Best Rating: A: XV 20 Limit Declined -Can not compete with existing pricing 5,000,000 (Primary/No Zone A) $5,000,000 XS $10,000,000 Premium $100,000 @5% Ded $50,000 $25,000,000 $242,000 @ (Primary/No 5% Ded Zone A) $10,000,000 $27,500 XS 25,000,000 $10,000,000 $60,000 XS $10,000,000 (No Zone A) $5,000,000 $30,000 XS $10,000,000 (No Zone A) Declined due to PML Declined Primary This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal FPhrl Inry ')(11 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 ICAT Specialty Insurance Company 2011 A.M. Best Rating: NR -5 Declined -Due to PML (No Zone A) Seneca/Colony Insurance Company $10,000,000 $20,000 2011 A.M. Best Rating: A: VIII XS $25,000,000 Aspen Insurance Excess over 2011 A.M. Best Rating: A: XV $25,000,000 only Arch Insurance Company Declined -Due 2011 A.M. Best Rating: A-: XV to PML ACE Insurance/Westchester Declined - 2011 A.M. Best Rating: A+: XV Unable to compete with Current Pricing Praetorian/Axis/Redlands $10,000,000 $37,500 201 1 A.M. Best Rating: A; IX XS 201 1 A.M. Best Rating: A; XV $25,000,000 Great Lake Insurance Company Declined - 201 1 A.M. Best Rating: A; X Unable to compete with Current Pricing Affiliated Factory Mutual Indicated $220,000 @ 2011 A.M. Best Rating: A+; XV $10,000,000 5% Ded (Primary/No Zone A) 21 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Fahr venni 711l 1 Commercial insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Important Information Compensation: In addition to the commissions or fees received by us for assistance with the placement, servicing, claims handling, or renewal of your insurance coverages, other parties, such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries, underwriting managers and similar parties, some of which may be owned in whole or in part by Brown & Brown, Inc., may also receive compensation for their role in providing insurance products or services to you pursuant to their separate contracts with insurance or reinsurance carriers. That compensation is derived from your premium payments. Additionally, it is possible that we, or our corporate parents or affiliates, may receive contingent payments or allowances from insurers based on factors which are not client -specific, such as the performance and/or size of an overall book of business produced with an insurer. We generally do not know if such a contingent payment will be made by a particular insurer, or the amount of any such contingent payments, until the underwriting year is closed. That compensation is partially derived from your premium dollars, after being combined (or "pooled") with the premium dollars of other insureds that have purchased similar types of coverage. We may also receive invitations to programs sponsored and paid for by insurance carriers to inform brokers regarding their products and services, including possible participation in company -sponsored events such as trips, seminars, and advisory council meetings, based upon the total volume of business placed with the carrier you select. We may, on occasion, receive loans or credit from insurance companies. Additionally, in the ordinary course of our business, we may receive and retain interest on premiums you pay from the date we receive them until the date the premiums are remitted to the insurance company or intermediary. In the event that we assist with placement and other details of arranging for the financing of your insurance premium, we may also receive a fee from the premium finance company. Questions and Information Requests: Should you have any questions, or require additional information, please contact this office at 1-800-228-7975 or, if you prefer, submit your question or request online at www.bbsocal.com Brown & Brown does not have direct binding authority with this excess and surplus lines market. This proposal contains only a general description of the coverage(s) and does not constitute a policy/ contract. For complete policy information, including exclusions, limitations, and conditions, refer to the policy document. This proposal is based upon the exposures to loss made known to the Agency. Any changes in these exposures (i.e., new operations, new products, additional states of hire, etc.) need to be promptly reported to us in order that proper coverage(s) may be put into place. 22 epnrisr"'7p., town r vert This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201102pc Tem Prop -DIC Proposal 1 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Wholesale Broker/Managing General Agent: Swett & Crawford This intermediary 11 is ® is not owned in whole or part by Brown & Brown, Inc., the parent company of Brown & Brown of California, Inc. Brown & Brown entities operate independently and are not required to utilize other companies owned by Brown & Brown, Inc., but routinely do so. In addition to providing access to the insurance company, the Wholesale Insurance Broker/Managing General Agent may provide additional services including, but not limited to: underwriting, Toss control, risk placement, coverage review, claims coordination with insurance company; and policy issuance. Compensation paid for those services may be up to 15% of the premium you pay for coverage, and any compensation paid for those services is derived from your premium payment. The Fee, if any, for the Wholesale Insurance Broker's/Managing General Agent's services above is $0. 23 '�tst �1►. C[1vs 11 is 1 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201 102pc Tem Prop -DIC Proposal Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 rows I" W 11 INSURANCE AUTOMOBILE PHYSICAL DAMAGE COVERAGE 24 rn �+�7tif Rruccn CUl� (I This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 rown ro w -111 INSURANCE CITY OF TEMECULA AUTO PHYSICAL DAMAGE SCHEDULE Vehicle Description / ID No. Cost New Comp Dec! Coll Ded USE 1. 1992 Breathing Support # 1 GDP7N T 1502955 $ 208,259 2,000 2,000 Fire Truck 2. 1995 Sentry Pumper #4ENRAAA8651004369 $206,005 2,000 2,000 Fire Truck 3. 2002 Ford F550 (Medic Squad 73) #1 FDAX56F92EB25749 $94,422 2,000 2,000 Medic Squad 4. 2001 Ford 550 Super Duty Truck with #1 FDAF56581 EA24722 Hydraulic Boom Hoist 4722 $80,097 2,000 2,000 Boom - Hoist Trk 5. 2002 Ford Truck #1 FDAF56F91 EB60874 $54,825 2,000 2,000 FRMT 6. 2003 Ford F550 Truck #1 FDAF56F23EA94199 $46,122 2,000 2,000 Stencil Truck 7. 2002 Ford F550 7.31 Diesel #1 FDAX56F03EB25804 $108,906 2,000 2,000 FRMT 8. 2004 KME Fire Aerial FT #1 K9AF42884N058774 $724,000 2,000 2,000 Fire/ Aerial Truck 9. 2004 Int'I Multi Purpose Utility Truck #1 HTWNADT64J093129 $142,000 2,000 2,000 Utility Truck 10. 2006 Freightliner Truck #1 FVACWCS86HW91952 $85,000 2,000 2,000 Freightli ner Truck 1 1. 2007 GMC Aerial Truck #1 GDG5C1 G97F405242 $127,466 2,000 2,000 Aerial Boom Truck 12. 2005 Smeal Fire Engine #4S7CT2D956C054456 $341,382 2,000 2,000 Fire Engine 4?liil‘rh 1A0 11 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 rown Lir I'O W I7 INSURANCE Vehicle Description / ID No. Cosi New Comp Ded Coll Ded USE 13. 2004 Charmac Trailer #4RYC322094T1 10951 $50,000 2,000 2,000 Trailer (Fire) 14. 2006 Eldorado Bus #1 GBA5V1 E75F513455 $82,524 3,000 3,000 Bus 15. 2009 Ford F250 Pickup #1 FTSX20Y59EA01537 (Scales) Enforcement Vehicle $51,645 2,000 2,000 Vehicle 16. 2009 International Spaulding # 1 HTWCAAR29J 197473 $144,234 2,000 2,000 Patch Truck FRMT = Fire Rescue Medical Truck (No Transport) Renewal Quote: Travelers Insurance Company Premium for Automobile Physical Damage Coverage = $12,956.* Current Annual Premium is $13,253. Savings = $297. *Includes Terrorism 26 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 -VIrow n & rown INSURANCE CRIME INSURANCE 27 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N Stale College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 row n & rovn INSURANCE CRIME COVERAGES Current Carrier (Travelers Insurance Company) Limit Employee Theft -Per Loss 500,000 (With Faithful Performance) Forgery or Alteration 500,000 Theft of Money & Securities (Inside) and Robbery Not Covered & Safe Burglary -Other Property (Inside) DEDUCTIBLE 5,000 5,000 In Transit (Outside) Not Covered Money Orders & Counterfeit Currency Not Covered Computer Fraud 500,000 5,000 Credit, Debit or Charge Card Forgery 500,000 5,000 Funds Transfer Fraud 500,000 5,000 Premium: $4,076 includes: 1. Bonded Treasurer or Tax Collectors Exclusion Deleted Excess over any Public Official Bond. 2. Bonded Employees Exclusion Deleted Excess over any Public Official Bond. 3. Fidelity Research & Investigative Settlement Clause 10,000 Limit/5,000 Deductible Requires: 1. No Requirements This FORMS FOR ISSUSTRATION Purposes only. Read your policy for specific details 28 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Commercial Insurance Proposal Brown & Brown of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • (800) 228-7975 Iii1 Q W 11 1.0 Wil INSURANCE* PREMIUM SUMMARY Name: City of Temecula Crime Coverage: $4,076 (Travelers Insurance Company) Premiums include Terrorism Last Year $4,076 (Travelers Insurance Company) PREMIUM PAYMENT OPTION Payment up front 29 This proposal is for illustration purposes only. Please refer to the policy for specific details. Mb201002pc Tem Crime Proposal February 3, 2011 Item No. 5 Approvals City Attorney Director of Finance City Manager OOL CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Shawn Nelson, City Manager DATE: February 22, 2011 SUBJECT: Approval of 2010-11 Mid -Year Budget Adjustments PREPARED BY: Genie Roberts, Director of Finance Heidi Schrader, Senior Management Analyst RECOMMENDATION: That the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA, AMENDING THE FISCAL YEAR 2010- 2011 ANNUAL OPERATING BUDGET BACKGROUND: Each year, the City conducts a mid -year review of its operating budget. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the City maintains a prudent and healthy fiscal position. Finance Department staff has performed an analysis of revenues. All City departments have reviewed their operating budgets and have identified any material adjustments required. The mid -year budget review includes the General Fund, Gas Tax Fund, State Transportation Fund, Recovery Act Justice Assistance Grant (JAG) Fund, Energy Efficiency Conservation Block Grant (EECBG) Fund, Community Development Block Grant (CDBG) Fund, AB 2766 Fund, Law Enforcement Fund, Measure A Fund, Civic Center COPs Debt Service Fund, and the Internal Service Funds. Activity in each of the funds is presented in accordance with the following schedules: Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-11 Midyear Budget: Presents a summary of prior year and FY 2010-11 to December 31, 2010 actual activity, as well as the FY 2010-11 current and revised budget amounts. Also included is a schedule of beginning and estimated ending fund balance based upon the revised budget activity. Revenue Detail: Presents detail of prior year and FY 2010-11 to December 31, 2010 actual revenues, as well as the FY 2010-11 current and revised revenue estimates. GENERAL FUND: Revenues: The projected General Fund revenues reflect a $608,037 or 1.1% decrease from the current budget. Significant Estimated Revenue adjustments are as follows: > Community Development — Net increase totaling $679,275 in permit fee activity for the following departments: Planning $224,271, Fire $19,417, Land Development $435,587. This is due to an increase in projects including conditional use permits for cell phone sites, inspections for street, storm drain and traffic signal projects in Paseo Del Sol, as well as inspection fees for an Eastern Municipal Water District project; ➢ Property Tax — A net increase of $329,309 which includes $287,169 in secured and unsecured property tax as well as a $42,140 increase in Supplemental Tax due to an increase in assessed valuations. There is an additional increase of $105,744 in Property Transfer Tax due to an increase in the number of ownership transfers and increases in sales values. > Franchise Fees —A decrease of $155,470 in Franchise Fees due to a reduction in the use of Southern California Edison services for calendar year 2010. ➢ Transient Occupancy Tax - A $276,367 increase due to increases in room rates and occupancy within Temecula; > Sales and Use Tax — Net increase of $351,130 from the State due to a $508,909 increase in the triple flip advance which is received from the State of California based on projected statewide increase in taxable sales. This is offset by an anticipated reduction of $157,779 in Sales and Use Tax revenue which is based on the sale of new motor vehicles, general consumer goods, lumber and building materials which are slowly recovering from the economic downturn; D Motor Vehicle In Lieu -Triple Flip - A $275,626 increase in Motor Vehicle in Lieu Triple Flip which is based on assessed valuation of property within the City which have begun to increase; > Motor Vehicle In Lieu — State of California - A $197,156 increase in Motor Vehicle in Lieu - State of California which is due to an increase of motor vehicle sales as well as reduced DMV administration costs; ➢ Vehicle Code Fines —A $153,287 decrease due to a reduction in traffic citations written within the City as a result of a three month delay in the filling of two Motor Officer positions in order to add an additional K9 team earlier in the fiscal year; ➢ Investment Interest — A decrease of $103,127 is due to a general downturn in the investment market. > Reimbursements — Pechanga Intergovernmental Agreement— A decrease of $2,000,000 is due to the delay of the Pechanga tribe Intergovernmental Agreement to mitigate the impact of gaming devices within the anticipated timeframe; > Operating Transfers In Gas Tax and Prop 42— A Net increase of $133,024 is due to an increase of $1,084,386 in Gas Tax and a decrease of $951,362 Proposition 42 revenue is due to the State enacting a new law beginning July 1, 2010 that repealed Proposition 42 allocations and backfilled them with a new gas excise tax; > Operating Transfers In Other — Decrease by $300,000 due to budgeting revenues and expenditures for programs reimbursable by Measure A funds directly in the Measure A fund, rather than transferring them into the General Fund; ➢ Change in Fair Value of Investments — Decrease by $243,024 due to changes in the value of City owned investments caused by declining interest rates as well as declines in value as those investments reach maturity or are called. The remaining modifications represent minor adjustments to various revenue line items in the General Fund. Appropriations: A total reduction in appropriations of $1,788,944 or 3.3%% from the current budget is requested. It is important to note that there will not be a reduction in essential public services that are provided to the community with these reductions. A summary of these appropriation adjustments are as follows: ➢ City Manager — An increase of $5,248 in order to meet contracted benefit costs; ➢ Economic Development — A decrease of $27,745 due to Salary savings as well as savings in City promotional programs. > Planning - $65,000 increase to cover costs related to the Liberty Quarry project; ➢ Land Development - $76,694 decrease due to salary savings as well as a reduction in Overtime and fuel expense due to work being completed on nighttime shifts. > Public Works - $84,917 increase to perform additional drainage facilities and road maintenance. This is funded by additional Gas Tax and Proposition 42 carryover funds; ➢ CIP Admin - $12,000 decrease due to reduction of overtime wages as a result of performing work during nighttime shift. There is also a reduction in consulting services as eligible costs are billed to CIP projects; > Police Department - $47,575 decrease due to a reduction in booking fees as a result of the State funding the Criminal Detention Facilities fund. In addition, there is additional savings in directed overtime due to State and Federal grants which are funding overtime operations to reduced DUI's and juvenile crime. These savings are offset by contract costs due to an anticipated increase in the Sheriff's contract rate which will be retroactive to the start of the fiscal year; > Fire - $181,000 decrease due to an increase in the Fire Tax Credit, which offsets Fire contract costs. ➢ Animal Control —A $15,000 reduction is due to transferring vector control expenditures to the Building and Safety Code Enforcement division. ➢ Non -Departmental —A net reduction of $1,308,550 which reflects a reduction this fiscal year of $1,577,721 in Sales Tax Sharing as a result of calling $4,800,000 in bonds within Community Facilities District 88-12, as well as a $6,374 reduction in property tax administration fees. This is partially offset by a $275,545 increase in Operating Transfers out to the Civic Center COPs fund to cover increased debt service for the Civic Center Certificates of Participation; Gas Tax and State Transportation Fund: The Gas Tax Fund has been increased by $1,084,386 and the State Transportation Fund has been reduced by $951,362 due to the State enacting a new law beginning July 1, 2010 that repealed Proposition 42 allocations and backfilled them with a new gas excise tax; AB2766 Fund: Increase of $13,199 to cover Air Quality Management District subvention reimbursement projects. City 2008 COP's Debt Service - Increase of $275,545 to cover an anticipated increase in debt service payments. Internal Service Funds: - There will be a combined increase in Internal Service Funds of $30,609 due to an increase in property insurance costs as a result of moving into a larger City facility. Authorized Positions: - There are no proposed additions or deletions to the Schedule of Authorized Positions. FISCAL IMPACT: The proposed mid -year budget adjustments will result in a decrease of $608,037 in General Fund Revenue and a decrease of $1,788,944 in General Fund Expenditures. This results in overall $1,100,952 Revenues over Expenditures. As a result, there is no plan to use any General Fund Reserves at this time for operating expenditures. ATTACHMENTS: Resolution No. 11-_ Mid -Year Budget Amendment 2010-11 General Fund Mid -Year Budget 2010-11 Gas Tax, State Transportation, Recovery Act JAG, Energy Efficiency Conservation Block Grant, CDBG, AB 2766, Law Enforcement, Measure A, Debt Service Funds Mid -Year Budget 2010-11 Internal Service Funds Mid -Year Budget RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGET THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the City maintains a prudent and healthy fiscal position. Section 2. That each year a mid -year review is conducted of City operating budgets. Section 3. That the mid -year review has been completed and the recommended adjustments are reflected in the attached schedules for the City's General Fund, Special Revenue and Internal Service Funds. Section 4. That the Fiscal Year 2010-11 General Fund Annual Operating Budget is hereby amended in accordance with the attached, hereto as Exhibit A, General Fund Mid -Year Budget. Section 5. That the Fiscal Year 2010-11 Gas Tax, State Transportation, Recovery Act JAG Funding, Energy Efficiency Conservation Block Grant, Community Development Block Grant, AB 2766, Law Enforcement, Measure A, and Debt Service Fund Annual Operating Budget are hereby amended in accordance with the attached, hereto as Exhibit B, Gas Tax, State Transportation, Recovery Act JAG Funding, Energy Efficiency Conservation Block Grant, Community Development Block Grant, AB 2766, Law Enforcement, Measure A, Debt Service Fund Mid -Year Budget. Section 6. That the Fiscal Year 2010-11 Internal Service Funds Budgets are hereby amended in accordance with the attached, hereto as Exhibit C, Internal Service Funds Mid -Year Budget. Section 7. The City Clerk shall certify adoption of the resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2011. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 11- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk THE CITY 'ENECULA_; INC_ 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" Exhibit A FY 2010-11 Mid -Year Budget General Fund ECULA INC_ 1989 NEWn Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-11 Mid -Year Budget Total Revenues 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) 50,129,542 53,822,771 23,801,151 53,214,734 (608,037) -1.1% Expenditures by Dept: City Council 415,839 431,769 202,596 431,769 - 0.0% Community Support 144,619 137,150 39,754 137,150 - 0.0% City Manager 1,284,075 1,339,669 655,080 1,344,917 5,248 0.4% Economic Development 849,071 948,889 379,974 921,144 (27,745) -2.9% City Clerk 990,897 1,155,053 513,991 1,155,053 - 0.0% City Attorney 628,892 821,300 373,999 821,300 - 0.0% Finance 1,980,041 2,222,777 1,055,186 2,222,777 - 0.0% Human Resources 507,366 573,429 284,712 573,429 - 0.0% Planning 2,021,128 1,512,922 551,840 1,577,922 65,000 4.3% Building & Safety 2,177,463 2,406,570 1,081,431 2,406,570 - 0.0% Land Development 1,401,784 1,355,331 669,283 1,278,637 (76,694) -5.7% Public Works 4,089,849 4,386,453 1,560,687 4,471,370 84,917 1.9% CIP Admin 2,296,222 2,215,314 1,093,655 2,203,314 (12,000) -0.5% Police 20,032,249 21,270,449 9,067,897 21,222,874 (47,575) -0.2% Fire 4,301,464 4,443,578 2,159,444 4,262,578 (181,000) -4.1% Animal Control 156,000 449,160 59,625 434,160 (15,000) -3.3% Non -Departmental: - 0.0% REST Contribution 5,602,941 6,191,147 3,229,596 6,191,147 - 0.0% Retiree Medical Contribution 308,532 275,000 137,271 275,000 - 0.0% Property Tax Admin 189,045 189,045 - 182,671 (6,374) -3.4% CFD 88-12 Tax 1,501,360 1,577,721 - - (1577,721) -100.0% Total Expenditures 50,878,837 53.902.726 23.116.021 52,113,782 (1,788,944) -3.3% Excess of Revenues Over (Under) Expenditures Operating Transfers Out: Debt Service - Civic Center COPS Total Revenues over Civic Center COPs Bond Call CFD 88-12 Total Revenues over Bond Call CFD 88-12 Transfer to Capital Improvement Fund Total Revenues over CIP Transfer (749,295) (79,955) 685,130 1,100,952 1,180,907 (1540,387) (7,675,774) (1,010,000) (7,951,319) (275,545) (2,289,682) (7,755,729) (324,870) (6,850,367) 905,362 (4,800,000) (4,769,968) (4,800,000) (2,289,682) (12,555,729) (5,094,838) (11,650,367) 905,362 (1587,951) (15,181,534) (11,015,000) (15,181,534) (3,877,633) (27,737,263) (16,109,838) (26,831,901) 905,362 Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (3,877,633) (27,737263) (16,109,838) 26,831,901 905,362 ECULA INC. 1969 un , T-.,, ,; NEw Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-11 Mid -Year Budget 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Yearto Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Fund Balance, Beg. of Year 49,222,067 45,344,434 45,344,434 45,344,434 - 0.0% Revenues 50,129,542 53,822,771 23,801,151 53,214,734 (608,037) -1.1% Expenditures (50,878,837) (53,902,726) (23,116,021) (52,113,782) 1,788,944 -3.3% Operating Transfers Out: Debt Service Capital Improvement Fund CFD 88-12 payoff Fund Balance, End of Year (1,540,387) (7,675,774) (1,010,000) (7,951,319) (275,545) 3.6% (1,587,951) (15,181,534) (11,015,000) (15,181,534) - 0.0% - (4,800,000) (4,769,968) (4,800,000) - 0.0% 45,344,434 17,607,171 29,234,596 18,512,533 905,362 5.1% Detail of Fund Balance: Reserved for long-term advance to RDA 669,188 668,187 468,199 468,199 (199,988) -29.9% Reserved for deposits and prepaid items 11,385 107,959 39,540 39,540 (68,419) -63.4% Reserved for inventory 3,058 3,586 3,058 3,058 (528) -14.7% Reserved for encumbrances 12,302,358 - 12,302,358 - 0.0% Unreserved: Designated for economic uncertainty (20% of Appropriations) 10,787,864 10,780,545 10,780,545 10,422,756 (357,789) -3.3% Secondary designated fund balance reserve (Civic Center Savings) 6,876,195 4,280,250 4,074,082 6,012,165 1,731,916 40.5% Designated for comprehensive annual leave 1,429,853 962,864 962,864 962,864 - 0.0% Designated for open space/Dutch Villages 150,000 150,000 150,000 150,000 - 0.0% Designated for future CIP 1,286,922 - - 0.0% Designated for unrealized gains 653,780 653,780 453,950 453,950 (199,830) -30.6% Designated for COP Prepayment 11,173,831 - - - - 0.0% 45.344.434 17.607.171 29.234.596 18.512.533 905.362 5.1% THE CITY ECUS INC. 1989 TIONS, NEW OPPORTUNITIES" General Fund Revenue Detail FY2010-11 Mid -Year Operating Budget ACCT NO DEPT 001 GENERAL FUND 161 PLANNING FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE -Various 461,635 300,618 627,578 851,849 224,271 35.74% -Grants - 248,200 248,200 - 0.00% DEPT 162 BUILDING &SAFETY - -Various 1,306,180 629,920 1,272,445 1,271445 - 0.00% DEPT 163 LAND DEVELOPMENT -Various 483,952 528,072 210,060 645,647 435,587 207.36% DEPT 164 PUBLIC WORKS -NPDES Permit Fee 5,229 2,541 3,276 3,276 - 0.00% DEPT 170 POLICE 4055 -Citations and Bookings 111,320 43,939 225,373 141,373 (84,000) -37.27% 4044+4 -Miscellaneous 122,570 45,727 113,565 113,565 - 0.00% 4067 -Vehicle Impound Fees 152,144 69,808 153,700 153,700 - 0.00% 4076 -Reimbursements 150,152 59,173 102,500 108,619 6,119 5.97% 4083+4 -Grants 70,594 45,285 23,055 116,455 93,400 405.12% DEPT 171 FIRE -Various 520,505 242,483 357,307 376,724 19,417 5.43% 4083 -Grants 33,278 22,472 24,121 24,121 - 0.00% DEPT 199 NON -DEPARTMENTAL 4010 -Property Tax 4,772,056 2,528,925 4,486,242 4,743,424 257,182 5.73% 4012 -Property Tax (Unsecured) 263,387 209,711 231,820 261,807 29,987 12.94% 4013 -Supplemental Tax- AB 2345 167,599 42,140 42,140 42,140 0.00% 4016 -Property Transfer Tax 458,581 247,830 390,863 496,607 105,744 27.05% 4018 -Franchise Fees 3,155,013 1,191,870 3,228,893 3,073,423 (155,470) -4.81% 4020 -Transient Occupancy Tax 1,961,994 1,047,431 1,878,174 2,154,541 276,367 14.71% 4023 -Sales and Use Tax - Triple Flip 4,607,650 3,458,967 5,961,944 6,470,853 508,909 8.54% 4024 -Sales and Use Tax - State of Calif 17,565,204 7,101,569 18,324,653 18,166,874 (157,779) -0.86% 4025 -FEMA Grants - 15,263 125,912 125,912 - 0.00% 4028 -Homeowner Property Tax Relief 75,146 35,476 70,156 73,844 3,688 5.26% 4043 -Motor Vehicle in Lieu -Triple Flip 5,969,038 2,970,122 5,664,618 5,940,244 275,626 4.87% 4046 -Motor Vehicle in Lieu - State of Calif 715,940 128,687 613,929 811,085 197,156 32.11% 4047 -Vehicle Code Fines 614,176 345,512 845,928 692,641 (153,287) -18.12% 4053 -Bids & Proposals 9,760 2,050 11,220 11,220 - 0.00% 4056 -Business Licenses 301,931 35,245 325,380 325,380 - 0.00% 4059 -Right of Way Advertising 22,950 12,760 19,080 31,950 12,870 67.45% Various -Miscellaneous 150,967 44,320 17,500 19,163 1,663 9.50% 4065 -Investment Interest 862,900 175,675 464,927 361,800 (103,127) -22.18% 4069 -Interest Earnings -RDA Loan Repayment 238,633 238,633 238,633 238,633 - 0.00% 4076 -Reimbursements-Miscellaneous 131,600 25,223 59,920 59,920 - 0.00% 4078 -Reimbursements - Pechanga Intergovernmental Agreeme - 2,000,000 - (2,000,000) -100.00% 4082 -Reimbursements - Redevelopment Agency 110,000 55,000 110,000 110,000 - 0.00% 4083 -Reimbursements-Capital Imprvmnt Prgnn 2,246,083 1,062,694 2,213,314 2,203,314 (10,000) -0.45% 4090 Operating Transfer In -Gas Tax 1,334,148 985,034 1,579,623 2,664,009 1,084,386 68.65% 4090 Operating Transfer In -Prop 42 675,516 - 1,006,362 55,000 (951,362) -94.53% 4090 Operating Transfer In -COPS 147,740 - 100,000 100,000 - 0.00% 4090 Operating Transfer In -Other 10,000 10,000 300,000 - (300,000) -100.00% 4400 -Financing Reimbursement 200,000 84,000 192,500 168,000 (24,500) -12.73% 4545 -Change in Fair Value of Investments (56,029) (243,024) - (243,024) (243,024) 0.00% TOTAL GENERAL FUND 50,129,542 23,801,151 53,822,771 53,214,734 (608,037) -1.13% THE CITY 'EMECULA-; INC_ 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" Exhibit B FY 2010-11 Mid -Year Budget Gas Tax Fund State Transportation Fund Recovery Act JAG Fund Energy Efficiency Conservation Block Grant Fund CDBG Fund AB 2766 Fund Law Enforcement Fund Measure A Fund Debt Service Fund ECU INc_ 1989 Iiims.70 ID TRADITIONS, NEW OPPORTUNITIE4 Gas Tax Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Yearto Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 1,656,190 1,579,623 1258,241 2,585,985 1,006,362 63.7% Total Expenditures - - - - 0.0% Excess of Revenues Over (Under) Expenditures 1,656,190 1,579,623 1258,241 2,585,985 1,006,362 63.7% Operating Transfers Out (1,334,148) (1,579,623) (985,034) (2,664,009) (1,084,386) 68.6% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out 322,042 - 273,207 (78,024) (78,024) Fund Balance, Beg. of Year - 322,042 322,042 322,042 Fund Balance, End of Year 322,042 322,042 595,249 244,018 ECULA INC. 1989 "OLD TRADITIONS, NEW OPPORTUNITIES State Transportation Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 952,856 1,027,759 4,296 6,744 (1,021,015) -99.3% Total Expenditures - - - - 0.0% Excess of Revenues Over (Under) Expenditures 952,856 1,027,759 4,296 6,744 (1,021,015) -99.3% Operating Transfers Out: To General Fund (675,516) (1,006,362) - (55,000) 951,362 -94.5% To CIP (261,100) (1,279,835) (970,389) (1,279,835) - Excess of Revenues Over (Under) Expenditures and Operating Transfers Out 16,240 (1,258,438) (966,093) (1,328,091) (69,653) Fund Balances, Beg. of Year 1,458,996 1,475,236 1,475,236 1,475,236 Fund Balances, End of Year 1,475,236 216,798 509,143 147,145 "OLD TRADITIONS, NEW OPPORTUNITIES ECULA INC. 1989 Recovery Act JAG Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Yearto Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 22,683 96,655 8,805 96,655 - 0.0% Total Expenditures 22,683 96,655 8,805 96,655 - 0.0% Excess of Revenues Over (Under) Expenditures - - - - 0.0% Fund Balances, Beg. of Year Fund Balances, End of Year THE CITY EMECU1LA INC- 1989 "Ow TRADITIONS, NEW OPPORTUNITIES" Energy Efficiency Conservation Block Grant Fund 2009-10 2010-11 2010-11 2010-11 Proposed oh Audited Current Yearto Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues - 940,700 58,143 940,700 - 0.0% Total Expenditures - 346,124 6,315 346,124 - 0.0% Excess of Revenues Over (Under) Expenditures - 594,576 51,828 594,576 - 0.0% Operating Transfers Out: CIP Fund (594,576) (51,828) (594,576) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out Fund Balances, Beg. of Year Fund Balances, End of Year 0.0% ECULA INC. 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" CDBG Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 882,798 1,444,860 355.271 1,444,860 0.0% Total Expenditures 56,180 57,793 5.688 57,793 0.0% Excess of Revenues Over (Under) Expenditures 826,618 1,387,067 349,583 1,387,067 0.0% Operating Transfers Out: CIP Fund (826,618) (1,387,067) (349,583) (1,387,067) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out Fund Balances, Beg. of Year Fund Balances, End of Year 0.0% ECULA INC. 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" AB 2766 Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 122.487 116,085 34,444 122,127 6,042 5.2% Total Expenditures 13,199 13,199 0.0% Excess of Revenues Over (Under) Expenditures 122,487 116,085 34,444 108,928 (7,157) -6.2% Operating Transfers Out: CIP Fund (630,176) (10.000) (630,176) 0.0% General Fund (10,000) (10,000) (10.000) 10,000 -100.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out 112,487 (524,091) 14,444 (521,248) 2,843 -0.5% Fund Balances, Beg. of Year 429,150 541,637 541,637 541,637 Fund Balances, End of Year 541,637 17,546 556,081 20,389 ECULA INC. 1989 un' TRADITIONS, NEW OPPORTUNITIES" Law Enforcement Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 147,740 100,000 100,000 0.0% Total Expenditures 0.0% Excess of Revenues Over (Under) Expenditures 147,740 100,000 100,000 - 0.0% Operating Transfers Out: To General Fund (147,740) (100,000) (100,000) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out Fund Balances, Beg. of Year Fund Balances, End of Year 0.0% ECULA INC. 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" Measure A Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 1,915,487 1,885,823 966,613 2,000,607 114,784 6.1% Total Expenditures 597,275 1,212,713 408,481 1,212,713 0.0% Excess of Revenues Over (Under) Expenditures 1,318,212 673.110 558,132 787,894 114,784 17.1% Operating Transfers Out: To CIP (2,375,574) (4.892.734) - (4.892.734) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (1,057,362) (4,219,624) 558,132 (4,104,840) 114,784 -2.7% Fund Balances, Beg. of Year 8,417,999 7,360,637 7,360,637 7,360,637 Fund Balances, End of Year 7,360,637 3,141,013 7,918,769 3,255,797 ECULA INC. 1969 TIONS, NEW OPPORTUNITIES" Debt Service Fund—Civic Center COPs 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 5,915 1,042 1,055 1,055 0.0% Total Expenditures 1.578.772 8,061,943 1,009,969 8,337,488 275,545 3.4% Excess of Revenues Over (Under) Expenditures (1,572,857) (8,061,943) (1,008,927) (8,336,433) (274,490) 3.4% Operating Transfers In: General Fund 1,540,387 7,675,774 1,010,000 7,951,319 275,545 3.6% Operating Transfers Out: CIP Fund (30,525) - - 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (62,995) (386,169) 1,073 (385,114) 1,055 -0.3% Fund Balances, Beg. of Year 856,787 793,792 793,792 793,792 Fund Balances, End of Year 793,792 407,623 794,865 408,678 THE EMECULA INC- 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" Other Funds -Revenue Detail ACCT NO 100 GAS TAX FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4700 -Gas Tax 2106 355,595 174,880 317,848 317,848 - 0.00% 4701 -Gas Tax 2105 543,398 279,334 531,620 531,620 - 0.00% 4702 -Gas Tax 2107 747,197 380,342 720,155 720,155 - 0.00% 4704 -Gas Tax 2107.5 10,000 4,296 10,000 10,000 - 0.00% 4706 -Gas Tax 2103 - 423,685 - 1,006,362 1,006,362 0.00% TOTAL GAS TAX FUND 1,656,190 1,258,241 1,579,623 2,585,985 1,006,362 63.71% ACCT 131 ENERGY EFFICIENCY CONSERVATION FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 101 ST. TRANSPORTATION FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065 -Investment Interest 18,925 4,296 21,397 6,744 (14,653) -68.48% 4160 -Traffic Congestion Relief 933,931 8,805 1,006,362 - (1,006,362) -100.00% TOTAL ST. TRANSPORT. FUND 952,856 4,296 1,027,759 6,744 (1,021,015) -99.34% ACCT 131 ENERGY EFFICIENCY CONSERVATION FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 130 RECOVERY ACT JAG FUNDING REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4025 -JAG Grant 22,683 8,805 96,655 96,655 - 0.00% 4065 TOTAL RECOVERY ACT JAG FUND 22,683 8,805 96,655 96,655 - 0.00% ACCT 131 ENERGY EFFICIENCY CONSERVATION FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO BLOCK GRANT FUNDING REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4025 Grants - 58,143 940,700 940,700 - 0.00% 4065 TOTAL EECBG FUND - 58,143 940,700 940,700 - 0.00% ACCT FY 09-10 AC !UAL FY 10-11 Y I U@ FY 10-11 CUkktN I FY 10-11 MIU YEAH NO 140 CDBG FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4081 Community Development Block Grant 882,798 355,271 1,444,860 1,444,860 - 0.00% 4065 TOTAL CDBG FUND 882,798 355,271 1,444,860 1,444,860 - 0.00% ACCT FY 09-10 ACTUAL FY 10-11 Y I U (g FY 10-11 CUkktN I FY 10-11 MIU YEAH NO 150 AB 2766 REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4048 -AB2766 Revenues 116,176 31,558 116,085 116,085 - 0.00% 4065 -Investment Interest 6,311 2,886 - 6,042 6,042 0.00% TOTAL AB2766 FUND 122,487 34,444 116,085 122,127 6,042 5.20% ACCT FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 160 LAW ENFORCEMENT FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest -Investment Interest 21 39,777 - -- (34,216) 0.00% 4085 -AB3229 (COPS) 147,719 926,836 100,000 100,000 - 0.00% TOTAL LAW ENFORCEMENT FUND 147,740 - 100,000 100,000 - 0.00% ACCT FY 09-10 ACTUAL FY 10-11 Y I U (g FY 10-11 CUkktN I FY 10-11 MIU YEAH NO 170 MEASURE A FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest -Investment Interest 100,961 39,777 117,823 83,607 (34,216) -29.04% 4085 -Measure A 1,814,526 926,836 1,768,000 1,917,000 149,000 8.43% TOTAL MEASURE A FUND 1,915,487 966,613 1,885,823 2,000,607 114,784 6.09% ACCT FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 370 DEBT SERVICE FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065 -Investment Interest 5,915 1,042 - 1,055 1,055 0.00% 4090 -Operating Transfer In 1,540,387 1,010,000 7,675,774 7,951,319 275,545 3.59% TOTAL DEBT SERVICE FUND 1,546,302 1,011,042 7,675,774 7,952,374 276,600 3.60% THE CITY 'ENECULA_; INC_ 1989 "OLD TRADITIONS, NEW OPPORTUNITIES" Exhibit C FY 2010-11 Mid -Year Budget Internal Service Funds ECULA INC. 1989 "n T,• NS, NEW n SD Internal Service Funds Summary of Revenues, Expenditures, and Changes in Fund Balances 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year to Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues by Funct: Insurance 781,007 877,335 401,451 871,971 (5,364) -0.6% Vehicles 159,020 40,272 29,590 38,168 (2,104) -5.2% Information Systems 1,907,228 2,244,406 1,072,793 2,242,171 (2,235) -0.1% Stpport Services 396,799 458,120 180,866 456,955 (1,165) -0.3% Facilities 812,985 1,281,529 368,759 1,280,984 (545) 0.0% Total Revenues 4,057,039 4,901,662 2,053,459 4,890,249 (11,413) -0.2% Total Expendit&res by Fund: Insurance 1,178,833 877,471 401,373 908,080 30,609 3.5% Vehicles 324,121 263,880 140,879 263,880 - 0.0% Information Systems 2,097,260 2,238,905 1,066,780 2,238,905 - 0.0% Support Services 365,821 422,445 166,841 422,445 - 0.0% Facilities 783,990 1,248,822 354,922 1,248,822 - 0.0% Total Expenditures 4,750,025 5,051,523 2,130,795 5,082,132 30,609 0.6% Excess of Revenues and Operating Transfers Over (Under) Expenditures (692,986) (149,861) (77,336) (191,883) (42,022) Retained Earnings, Beg. of Year 4,281,456 3,588,470 3,588,470 3,588,470 Retained Earnings, End of Year 3,588,470 3,438,609 3,511,134 3,396,587 TIONS, NEW OPPORrTIEs ECULA INC. 1969 Internal Services Funds -Revenue Detail ACCT NO 300 INSURANCE FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest 320 INFO SYSTEMS FUND 11,624 4,246 14,535 9,171 (5,364) -36.90% 4076 -Charges for Services 765,778 396,630 862,800 862,800 - 0.00% 4086 -Special Event Insurance Fees 1,525 575 2,237,600 -- - 0.00% 4095 -Claims Recovery 2,080 29,590 40,272 - - 0.00% TOTAL INSURANCE FUND 781,007 401,451 877,335 871,971 (5,364) -0.61% ACCT NO 310 VEHICLES FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest 320 INFO SYSTEMS FUND 11,915 5,111 12,772 10,668 (2,104) -16.47% 4076 -Charges for Services 134,192 24,479 27,500 27,500 - 0.00% 4550 -Gain on Disposal of Assets 12,913 1,070,767 2,237,600 2,237,600 - 0.00% TOTAL VEHICLES FUND 159,020 29,590 40,272 38,168 (2,104) -5.22% ACCT FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 320 INFO SYSTEMS FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest -Investment Interest 5,899 2,026 6,806 4,571 (2,235) -32.84% 4076 -Charges for Services 1,901,329 1,070,767 2,237,600 2,237,600 - 0.00% TOTAL INFO SYSTEMS FUND 1,907,228 1,072,793 2,244,406 2,242,171 (2,235) -0.10% ACCT FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR NO 330 SUPPORT SERVICES FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065+4545-Investmentlnterest -Investment Interest 4,219 1,684 4,720 3,555 (1,165) -24.68% 4076 -Charges for Services 392,580 179,182 453,400 453,400 - 0.00% TOTAL SUPPORT SERVICES FUND 396,799 180,866 458,120 456,955 (1,165) -0.25% ACCT FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 tv110 YEAR NO 340 FACILITIES FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4065+4545 -Investment Interest 1,915 827 2,429 1,884 (545) -22.44% 4076 -Charges for Services 811,070 367,932 1,279,100 1,279,100 - 0.00% TOTAL FACILITIES FUND 812,985 368,759 1,281,529 1,280,984 (545) -0.04% Item No. 6 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Aaron Adams, Assistant City Manager DATE: Februray 22, 2011 SUBJECT: Lease Agreement with Richards, Watson & Gershon (RWG) at Temecula Civic Center PREPARED BY: Tamra Irwin, Senior Management Analyst RECOMMENDATION: That the City Council approve a lease agreement with Richards, Watson & Gershon (RWG) for office space in the Temecula Civic Center, parking facilities available to the public, and provide access to a conference room. BACKGROUND: The City of Temecula contracts for Attorney services with Richards Watson & Gershon (RWG), which is a law firm based out of Los Angeles. The attached lease has been negotiated with Richards, Watson & Gershon for use of office space, public parking space, and access to a conference room within the Temecula Civic Center. Market rate rent will be paid to the City of Temecula for the use of this space in the amount of $2,130.55 per month which amounts to $1.77 per square foot (1,203.7 leasable square feet). The terms of this lease have been reviewed by outside legal counsel, Christine C. Fitzgerald, who was hired specifically to review this lease agreement. The term of this lease shall be for three (3) years, commencing on March 1, 2011. The initial term shall automatically extend, on an annual basis, for one (1) year and such annual extensions shall continue in perpetuity, unless Landlord or Tenant give thirty (30) days prior written notice to the other at any time during any one-year extension period. The lease shall then terminate at the end of said 30 -day period. FISCAL IMPACT: Monthly lease revenue in the amount of $2,130.55. ATTACHMENTS: Lease Agreement Premises Map OFFICE LEASE 1. DATE; PARTIES. This Office Lease is dated as of February 22, 2011 and is entered into by and between the CITY OF TEMECULA, a municipal corporation ("City"), as landlord, and RICHARDS, WATSON & GERSHON, a professional corporation ("Tenant"), as tenant. 2. PREMISES; PARKING; MONTHLY CONFERENCE ROOM. City hereby leases to Tenant, and Tenant hereby leases from City, the premises ("Premises") outlined on Exhibit "A" attached hereto located in the Temecula City Hall located at 41000 Main Street, Temecula, California (the "Building"), together with all furnishings currently located in the Premises. City is the fee owner of the premises. City acknowledges and agrees that it will complete the construction and improvement of the Building, including the Premises, and City will install/provide telephone systems in the Premises that connect to or are part of the City's telephone system, as well as data access points/facilities in the Premises. All improvements of the Premises, whether currently on the Premises, or part of the "construction and improvement", including the telephone and data systems to be installed on the Premises shall be and remain the property of the City. Upon fourteen (14) days' prior written notice to City, Tenant shall have the right to use a conference room in the Building with a maximum capacity of 20 persons as determined by City. Tenant may use The Conference Center subject to the City's rules and priorities and upon payment of all applicable fees and charges. Tenant shall have the right to use the parking spaces available to the public in the parking facility adjacent to the Building. City shall provide a receptionist for the Building who will also serve as a receptionist for Tenant ("Receptionist"). The Receptionist shall be an employee of City and, as such, be subject to the employment requirements of City when acting on behalf of the Tenant, including, without limitation, City's normal offices hours (Monday — Friday 8:00 a.m. to 5:00 p.m.) and holiday schedule from year to year. The duties and responsibilities of the Receptionist shall be those described and directed by City. Tenant shall also have the non-exclusive right to use Common Areas (as hereinafter defined) for ingress and egress to and from the Premises. As used herein, the term "Common Areas" shall mean all areas within the exterior boundaries of the parcel of land on which the Building is located that is now or later made available for the general, nonexclusive use of City, other persons entitled to occupy the Building, and the public, and the term "Project" shall mean the Building together with the parcel of land on which the Building is located. Tenant understands and acknowledges that, although included within the definition of "Common Area" herein, the parking structure and related facilities for the Project may, at City's sole and absolute option and in accordance with applicable laws and governmental requirements, be available and open to the general public for parking. City shall have the right to (a) utilize from time to time any portion of the Common Area for promotional, entertainment and related matters; (b) place permanent or temporary kiosks, displays, carts and stands in the Common Area and to lease same to tenants; (c) restrain the use of the Common Area by unauthorized persons; (d) temporarily close any portion of the Common Area for repairs, improvements or alterations, to discourage non -customer use, to prevent dedication or an easement by prescription or for any other reason deemed sufficient in 1 City's judgment; and (e) renovate, upgrade or change the shape and size of the Common Area or add, eliminate or change the location of improvements to the Common Area including, without limitation, buildings, parking areas, roadways and curb cuts, and to construct buildings on the Common Area. City makes no warranties or representations, express or implied, regarding the condition of the Premises or Building and, except as expressly provided above, Tenant shall take possession of the Premises in "as is" condition. 3. TERM. The term of this Lease shall be three (3) years, commencing on March 1, 2011 (the "Commencement Date"); provided, however, that the initial three (3) year term shall automatically extend, on an annual basis, for one (1) year and such annual extensions shall continue in perpetuity, unless Landlord or Tenant give thirty (30) days prior written notice to the other (at any time during any one year extension period) that it elects to terminate this Lease and this Lease shall terminate at the end of said 30 -day period. The initial term, as so extended, is hereinafter referred to as the "Term". 4. RENT; ADJUSTMENTS; SECURITY DEPOSIT. A. Monthly Rent. Tenant shall pay to City as monthly rent, without deduction, setoff, notice or demand, the sum of $2,130.55 per month, in advance, on the first day of each calendar month and continuing during the Term, as adjusted in accordance with Section 4B below. All rental payments hereunder shall be paid by Tenant to City of Temecula, 41000 Main Street, Post Office Box 9033, Temecula, CA 92589-9033, or at such other address or to such other persons as the City may from time to time designate in writing. B. Rent Adjustments. On the third anniversary of the Commencement Date and each subsequent anniversary of the Commencement Date during the Term (each, an "Adjustment Date"), the then -current monthly rent shall be increased by the lesser of: (i) the percentage increase in the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor ("Bureau") for the Los Angeles -Anaheim -Riverside Metropolitan Area or successor thereto ("CPI") during the year ending on the applicable Adjustment Date, as determined by Landlord by dividing the CPI published 3 months prior to the applicable Adjustment Date by the CPI published 15 months prior to the applicable Adjustment Date; or (ii) five percent (5%). Landlord shall notify Tenant in writing of the adjusted monthly rent. C. Security Deposit. Upon Tenant's execution and delivery of this Lease, Tenant shall deposit with City a security deposit in the amount of $2,130.55 (the "Security Deposit") as security for Tenant's faithful performance of its obligations under this Lease. If Tenant fails to pay rent, or otherwise defaults under this Lease, City may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due City for rent which will be due in the future, and/or to reimburse or compensate City for any liability, expense, loss or damage which Landlord may suffer or incur by reason thereof If City uses or applies all or any portion of the Security Deposit, Tenant shall within ten (10) days after written request, deposit monies with Landlord sufficient to restore said Security Deposit to the full amount required by this Lease. When the rent increases during the term of this Lease, Tenant shall, upon written request from City, deposit additional monies with City so that the total amount of the Security Deposit shall Error! Unknown document property name. 2 at all times bear the same proportion to the increased rent as the initial Security Deposit bore to the initial rent. Landlord shall not be required to keep the Security Deposit separate from its general accounts. Within ninety (90) days after the expiration or termination of this Lease (or such earlier date as required by law), City shall return that portion of the Security Deposit not used or applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Tenant under this Lease. 5. USE. Tenant is a law firm whose principal business is the practice of law. Tenant shall use said Premises solely as offices for its practice of law. Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of City, which may be withheld in the City's sole and absolute discretion. 6. ALTERATIONS AND IMPROVEMENTS. Tenant shall obtain City's written approval with respect to any changes, alterations or additions to the Premises. 7. MAINTENANCE. City shall provide janitorial services for the common areas of the Building and for the Premises in accordance with the City's janitorial service contract for the Building, as amended from time to time, and the janitorial service for the Premises shall be in scope and frequency equal to that provided to the premises occupied by the City in the Building. City shall, at its sole cost and expense, maintain the Building (including plumbing, heating, HVAC and electrical systems) in operable, condition, and repair. Tenant shall otherwise maintain the Premises in good condition and repair. 8. ASSIGNMENT AND SUBLETTING. Tenant shall have no right to assign or sublet the Premises. 9. INDEMNIFICATION. Tenant shall indemnify and hold harmless City, the City Council and each member thereof, and City's officers, employees and agents (all collectively referred to as "Indemnitee") against and from any and all claims, losses, damages, liabilities, costs and expenses (including attorneys' fees and costs) to the extent arising from Tenant's use of the Premises or from the conduct of its business or from any activity, work, or other things done or suffered by the Tenant in or about the Premises (excluding acts and omissions by Landlord or Landlord's contractors). If any action or proceeding be brought against any Indemnitee by reason of any such claim, Tenant, upon notice from any Indemnitee, shall defend the Indemnitees at Tenant's expense, by counsel reasonably satisfactory to Indemnitees. Tenant shall give prompt notice to City in case of casualty or accidents in the Premises. 10. INSURANCE. A. Tenant's Liability Insurance. Tenant shall, at Tenant's own cost and expense, during the entire Term, maintain a broad form comprehensive coverage policy of public liability insurance issued by an insurance company acceptable to City and authorized to issue liability insurance in the State of California and having a rating of not less than "A-13" as set forth in the then current Best's Insurance Guide, insuring Tenant and City against loss or liability caused by or connected with Tenant's occupation, use, disuse, or condition of the Premises under this Lease in amounts not less that: Error! Unknown document property name. 3 1) $1,000,000 for injury to or death of one person and, subject to such limitation for the injury or death of one person, of not less than $2,000,000 for injury or death to two or more persons as a result of any one accident or incident; and 2) $1,000,000 for damage to or destruction of any property of others. All public liability insurance and property damage insurance shall insure performance by Tenant of the indemnity provisions of this Lease. City shall be named as additional insured on each insurance policy required by this Section, and such policies shall contain cross liability endorsements. B. Increase in Insurance Coverage. If, in the good faith opinion of City, the amount of public liability and property insurance coverage at that time is not comparable to the insurance typically required by landlords of property similar to the Building, Tenant shall increase the insurance coverage as required by City. C. Other Requirements. All insurance policies required by express provisions of this Lease shall be nonassessable and shall contain language to the effect that (a) any loss shall be payable notwithstanding any act or negligence of City that might otherwise result in the forfeiture of the insurance, (b) that the insurer waives the right of subrogation against City, and (c) the policies are primary and non-contributing with any insurance that may be carried by Landlord. D. Insurance Certificates. Tenant shall furnish the City with a certificate of insurance confirming the coverage required by this Section. The certificate of insurance shall be in a form approved by the City and shall be signed by a person authorized by that insurer to bind coverage on its behalf. E. Notice of Cancellation of Insurance. 1) Each insurance policy required by this clause shall be endorsed to state that should the policy be cancelled, or reduced in coverage before the expiration date, the issuing insurer shall endeavor to mail thirty (30) days' prior written notice to the City. 2) If insurance coverage is canceled or, reduced in coverage or in limits, the Tenant shall within two (2) business days of notice from insurer notify the City of the changes in the insurance policy or its cancellation by telephone, fax and certified mail, return receipt requested. 11. UTILITIES; HVAC. City shall provide and pay for utilities, including water, trash pick-up, gas, electricity and phone service. Tenant shall have the right to "after hours" HVAC provided it is scheduled in advance with the City, but Tenant shall reimburse City within ten (10) days after written notice from time to time for City's actual cost of providing such after-hours HVAC as additional rent. 12. SIGNS. Tenant shall not, without City's prior written approval, install or affix any lighting or plumbing fixtures, shades, awnings, or decorations (including exterior painting), signs, lettering, placards, or the like on the exterior of Premises; display or sell merchandise on, or otherwise obstruct, any area outside the exterior walls of the Premises; or cause or permit to be used any advertising, loudspeakers, unusually bright or flashing lights, and similar devices which may be seen or heard outside the Premises. City shall install, at Tenant's cost, exterior signage in the City Hall lobby and outside the Premises that identify Tenant (Richards, Watson & Gershon) provided Error! Unknown document property name. 4 that such signage complies with the Old Town Specific Plan and all applicable laws and provided, further that City shall have reasonably approved the specific locations of the signs. 13. COMPLIANCE WITH LAW. Tenant, at its expense, shall comply promptly with all applicable laws, ordinances, regulations, and orders of any governmental authority pertaining to the Premises or Tenant's use or occupancy of the Premises or improvement of the Premises (including laws, ordinances, regulations and orders pertaining to non-structural improvements required by law, the location and maintenance of trade fixtures, equipment, and other personal property; the conduct of Tenant's employees; preparation, storage, and service of food and drink, and the like, but excluding new laws or changes in laws that require improvements to the structural components of the Premises). 14. RIGHT OF ACCESS. The City and City's officers, employees, and agents shall at all reasonable times have the right to enter the Premises for the purpose of inspecting the same, posting notices of non -responsibility or any other notices required by law for the protection of the City, doing any work that City is permitted or required to perform under this Lease, and making any reasonable repairs which the City determines may be required. Tenant shall furnish City with a pass key to the Premises which the City shall use only in case of emergency to prevent or investigate a crime, or in such cases where access is necessary to prevent damage to the Building or to the Premises or to make repairs necessary to ensure continuous operation of the Building. City shall have the right to enter the Premises and post "For Lease" or "For Rent" signs in any windows of the Premises: (i) during any period while Tenant is in default, and (ii) after delivery of any notice of termination. In conducting its activities on the Premises as allowed in this section City shall use good faith efforts to attempt to minimize the inconvenience, annoyance, or disturbance to Tenant. 15. TAXES. Tenant shall pay or cause to be paid, before delinquency, any and all taxes levied and assessed which become payable during the term hereof against its interest in the Premises, upon improvements made by Tenant, or any equipment, furniture, fixtures, and any other personal property located in or on the Premises, or which become a lien against the Premises or Tenant's interest therein. TENANT RECOGNIZES AND UNDERSTANDS THAT THIS LEASE MAY CREATE A POSSESSORY INTEREST SUBJECT TO PROPERTY TAXES LEVIED UPON SUCH INTEREST, AND THAT IN SUCH EVENT TENANT SHALL BE OBLIGATED TO PAY SUCH TAX OR PURSUE AN EXEMPTION. 16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the rules and regulations that City shall from time to time promulgate and/or modify. The rules and regulations shall be binding upon the Tenant upon delivery of a copy of them to Tenant. City shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other lessees or occupants of the Building. 17. TENANT'S DEFAULT. The occurrence of the following shall constitute a default and breach of this Lease by Tenant: The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the Tenant that continues for a period of thirty (30) days after written notice of the failure by City to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, Error! Unknown document property name. 5 then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. 18. REMEDIES UPON TENANT DEFAULT. In the event of any such default or breach by Tenant, City may at any time thereafter, in its sole discretion, with or without notice or demand and without limiting City in the exercise of a right or remedy which City may have by reason of such default or breach terminate Tenant's right to possession of the Premises by written notice to Tenant, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to City. City may also pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. 19. DEFAULT BY CITY. City shall not be in default unless City fails to perform obligations required of City within thirty (30) days after written notice by Tenant to City specifying wherein City has failed to perform such obligation; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for performance then City shall not be in default if City commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 20. DAMAGE; RECONSTRUCTION. In the event the Premises or parking areas are damaged by fire or other perils, City may terminate this Lease by written notice to Tenant. 21. EMINENT DOMAIN. If any portion of the Building or the Premises shall be taken or appropriated by any authority under the power of eminent domain ("taking"), City may terminate this Lease by written notice to Tenant. If a taking occurs, City shall be entitled to the entire award including, without limitation, any award made for the value of the leasehold estate or any other rights of Tenant created by or existing under this Lease. No award for any partial, temporary or entire taking shall be apportioned, and Tenant hereby assigns to City any award that may be made in such taking, together with any and all rights of Tenant now or hereafter arising hereunder; provided, however, that nothing contained herein shall be deemed to give City any interest in or to require Tenant to assign to City any award made to Tenant specifically and separately for Tenant's relocation expenses, the taking of Tenant's property, or the interruption of or damages to Tenant's business, provided that City's award is not thereby reduced or otherwise adversely affected. 22. SUCCESSORS. Each and every one of the terms, covenants, and conditions of this Lease shall inure to the benefit of and shall bind, as the case may be, not only the parties hereto but each and every one of the heirs, executors, administrators, successors, assigns, and legal representatives of the parties hereto; provided, however, that any subletting or assignment by Tenant of the whole or any part of the Premises or any interest therein shall be subject to the provisions of Section 9 of this Lease. 23. HOLDING OVER. If Tenant, with City's prior written consent, remains in possession of the Premises after expiration or termination of the term, or after the date in any notice given by City to Tenant terminating this Lease, such possession by Tenant shall be deemed to be tenancy at will (or as otherwise expressly agreed by City in its written consent), terminable upon notice given at any time by either Party, at a monthly rental equal to the fair rental value of the Premises, as determined by City in its good faith discretion. All provisions of this Lease except those pertaining to rent and term shall apply to the tenancy. Error! Unknown document property name. 6 24. SURRENDER. At the expiration or termination of the term of this Lease, Tenant shall surrender the Premises to the City in the same condition as received, reasonable wear and tear excepted; provided, however, that: (i) all of Tenant's machinery, equipment and other trade fixtures shall remain Tenant's property and Tenant may remove such property at Tenant's cost prior to the expiration of the Term or within thirty (30) days after any earlier termination of the Term; (ii) City may require Tenant to remove all fixtures and personal property installed by Tenant by written notice given at least thirty (30) days prior to the expiration of the Term or concurrently with City's termination notice, as applicable; and (iii) Tenant shall remove Tenant's exterior signs and shall reasonably repair any damage caused by the removal. 25. GENERAL PROVISIONS. A. Waiver. The waiver by City of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. The acceptance of rent hereunder by City shall not be deemed to be a waiver of any default by Tenant of any term, covenant or condition herein contained, regardless of City's knowledge of such default at the time of the acceptance of such rent. B. Time. Time is of the essence of this Lease and each and all of its provisions. C. Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. D. Inability to Perform. This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the City is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of nature, or any cause beyond the reasonable control of the City. E. Partial Invalidity. Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect. F. City's Approvals. Neither City's execution of this Lease nor any consent or approval given by City hereunder in its capacity as City shall waive, abridge, impair or otherwise affect City's powers and duties as a governmental body. Any requirements under this Lease that Tenant obtain consents or approvals of City are in addition to and not in lieu of any requirements of law that Tenant obtain approvals or permits. G. Brokers. Tenant represents and warrants that it has not had any dealings with realtors, brokers or agents in connection with the negotiation of this Lease. H. Recorded Memorandum of Lease. Concurrently with its execution and delivery of this Lease, Tenant shall execute, acknowledge and deliver to City, for recordation, a Memorandum of Lease in a form prescribed by the City. Error! Unknown document property name. 7 I. Notices. All notices required or permitted by this Lease shall be in writing and may be delivered in person (by hand or by overnight courier) or may be sent by regular, certified or registered mail or reputable overnight delivery service, with postage prepaid, and shall be deemed sufficiently given if served in a manner specified in this Section. Until changed by a notice given in accordance with the provisions of this Section (in which case the address[es] in the notice of change shall apply), the respective addresses of City and Tenant for the purpose of receiving notices required or permitted by this Lease are as follows: City: City of Temecula 41000 Main Street P.O. Box 9033 Temecula, California 92589-9033 Attention: City Manager Tenant: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Executive Director and Chairman of Board of Directors Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. Notices delivered by overnight courier that guarantee next day delivery shall be deemed given on the next business day after delivery of the same to the courier. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. J. Tenant Disclosures to City. Tenant hereby discloses the following to the City Council and the Redevelopment Agency of the City of Temecula: 1) A shareholder of the Tenant, Peter M. Thorson, is the City Attorney for the City of Temecula and is General Counsel of the Redevelopment Agency of the City of Temecula. 2) This Lease is not an interest in real property within the meaning of Health and Safety Code Section 33130 because: a) This Lease contains terms that are substantially equivalent to the terms of rental or lease agreements available to any member of the general public for comparable property in the Temecula Redevelopment Project Area; b) Section 8 of this Lease contains a provision that prohibits any subletting, subleasing, or other assignment of the Lease; c) Section 5 of the Lease provides that the Premises shall be used only for the practice of law by the Tenant. The practice of law is the principal business, occupation or profession of the Tenant and its shareholders and employees. Error! Unknown document property name. 8 K. Independent Counsel for the City. City represents and acknowledges that City has been represented by legal counsel other than and independent of the Tenant and the City Attorney in connection with this Lease. 26. ARBITRATION. Any dispute, controversy or claim which this Lease expressly requires or permits to be submitted to arbitration shall be settled by arbitration in the City of Temecula by three arbitrators to be appointed pursuant to the Rules of Commercial Arbitration of the American Arbitration Association and said arbitration shall be conducted in accordance with said Rules of said Association, or its successor, and the provisions of California Code of Civil Procedure section in effect at the time the demand for arbitration is filed. The arbitrators shall have no power to modify any of the provisions of this Lease and their jurisdiction is limited accordingly. The expenses of arbitration shall be born equally by the parties, provided that each party shall be responsible for the fees and expenses of its own experts, evidence and attorneys. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Error! Unknown document property name. 9 Executed as of the date first written above. CITY: CITY OF TEMECULA, a municipal corporation Ron Roberts Mayor ATTEST: Susan W. Jones, MMC City Clerk APPROVED AS TO FORM: Christine Fitzgerald Law Offices of Herman Fitzgerald Special Counsel to the City Error! Unknown document property name. 10 TENANT: RICHARDS, WATSON & GERSHON, a professional corporation By: Print Name: Title: EXHIBIT "A" DESCRIPTION OF LEASED PREMISES [Attached.] A- 1 Error! Unknown document property name. B-1 Error! Unknown document property name. RICHARDS, WATSON & GERSHON OFFICE LEASE PREMISES MAP Oy imiI•i Mir■i % ' S�3' 120" a wLES 312.c g''_� —.1%..,..... �j11/�—�"� SiCY. STOR . � 1312.051 I , M:: NESn� (— 07. Ct07.0,[._.. C�- n I _ ���..� �311 � I '310 r-r ` � * I. bi-0 3 0 T V I18-7 I �f p4, IT 74P F1,0"di, ,1' +r X im figege." --� I _._.l •_ r. 4 LWARY CIr, fORNEY R OA 309.08 BBY©Y b II \ We' 1---308 [0 4. ' 1-9 1 a I& 1 • 'FEFEPCE 3►r 0 ' 1F2 1-1p' 23-0'r II TiSi✓ 1309.071 •_ VI 9 I I ,t ......... 1399WORK �: 0 t 7-0' 1 W-10" @-0 •8A'!' 8-o' I ' ' I ' L 14'-O N li at l� I Aik UFFLE 308 BIkOERS 011 OFF[CE �J i 1.3o9 361 COAT* .8.07[ A—'C—+ MI O O is 31 5 roRAc€ • 308.06 �. HALL C. P? 14tl&i SSV 309.Oa� i4 -- - fl \® , T -e• 4.+ C _ .' tit1-0 3 8.05to at writ{--- i� Ioc \\-. 1 13'-0I' 1416' toff 1 6r 24'1 - '37J>SI14-w 1 OFRCE OFFICE OFFICE I)( 13.;.04 [308.03[ 3 8.021 y 'r• I0 0 . LEGEND: PREMISES- Item No. 7 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Aaron Adams, Assistant City Manager DATE: February 22, 2011 SUBJECT: Purchase of Eden Software Support and Maintenance PREPARED BY: Robert Cardenas, Fiscal Services Manager RECOMMENDATION: That the City Council approve the purchase of annual financials and payroll software support from Eden Systems, Inc. for the fiscal year 2010-11, for the total amount of $37,169.80. BACKGROUND: The City currently uses the Eden suite of application modules for fund and encumbrance accounting to include payroll. The approval of this request would authorize the annual support of this software. The financial and human resources modules provide the City with ultimate control of its financial processes. The Eden financial and human resources application suite is a Windows based environment that interacts with Microsoft SQL databases and complies with state and federal regulations. This product is a proprietary application and can only be obtained from Eden Systems, Inc. FISCAL IMPACT: Adequate funds are available in the 2010-11 fiscal year budget for the Information Systems Internal Services fund. ATTACHMENTS: Software Support Quote EDEN' systems Eden Software Sys•te.m•s•, License THIS AGREEMENT, made and entered into by and between Eden Systems, Incorporated (hereinafter "Licensor"), a corporation duly authorized and existing under the State of Washington and having its principal offices at 507 Industry Drive, Seattle, Washington 98188, and the City of Temecula, (hereinafter "Licensee"), a government organization having its principal offices at 43200 Business Park Drive, Temecula, California 92590. Licensor desires to grant to Licensee, and Licensee desires to acquire from Licensor a non- exclusive right and license to use certain computer software as hereinafter defined. Both parties agree they are able to comply with and will satisfy the terms and conditions as set forth in this Agreement. Both parties, intending to be legally bound, agree to the following: SECTION 1 - DEFINITIONS The definition of terms set forth in this section shall apply when such terms are used in this Agreement, its exhibits, and any amendments: 1.1 "Licensed Program." The computer program specifically identified within the Exhibits herein as applications within the InForum Gold", lnForum", or Command Series" product lines, including object code, as well as related procedural code, and documentation of any type which describes it. 1.2 "Licensed Documentation." The system and other documentation made available by Licensor, for the Licensed Program. 1.3 "Enhancements." Changes or additions, other than Maintenance Modifications, to the Licensed Program or Licensed Documentation that add significant new functions or substantially improved performance thereto by changes in system design or coding, 1.4 "Error." Problem caused by incorrect operation of the computer code of the Licensed Program or an incorrect statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect actions to occur. 1.5 "Error Correction." Either a software modification or addition that, when made or added to the Licensed Program, establishes material Page 1 nc.orporated and Agreement conformity of the Licensed Program to the Licensed Documentation, or a procedure or routine that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Licensee of such non -conformity. 1.6 "Maintenance Modifications." Modifications or revisions to the Licensed Program or Licensed Documentation that correct Errors. 1.7 "Specifications." The functional performance parameters of the Licensed Program effective on the date of this Agreement, as set forth in Licensed Documentation. 1.8 "Proprietary Information." Unpublished "know-how" and "trade secrets" which shall include, without limitation, computer programs, program designs, algorithms, subroutines, system specifications, test data, charts, graphs, operation sheets, and all other technical information, owned by Licensor or under its control, relating to the development and production or use of the Licensed Program and the design, configuration, programming, and protocol of the Licensed Program. 1.9 "Normal Working Hours." The hours between 8AM and 5PM PST (Pacific Standard Time), on the days Monday through Friday, excluding regularly scheduled holidays of Licensor. 1.10 "Releases." New versions of the Licensed Program, as specified by Licensor, which new versions may be prompted by Error Corrections and/or Enhancements. 1.11 "Support Agreement Term." A fiscal year, commencing on January 1 and ending on December 31, during which support and services are provided subject to the terms and conditions set forth in Section 9, Software Support. SECTION 2 - GRANT OF LICENSE 2.1 Scope of License. Subject to compliance by Licensee with the terms hereof, Licensor hereby grants to Licensee, in perpetuity unless terminated as provided herein, a personal, non-exclusive, nontransferable license (without the right of sublicense), to: 11. Install, use, and execute the Licensed Program on computers owned or (eased and used by Licensee at its 07/10/01 facilities, for up to the number of concurrent users specified in this Agreement in Exhibit Al, for the sole and express purpose of supporting the internal business activities of Licensee; and b. Use the Licensed Documentation only in conjunction with installation and use of the Licensed Program. 2.2 Delivery of Materials. Licensor shall deliver one copy of the Licensed Program and Licensed Documentation to Licensee within a reasonable time following final execution of this Agreement. 2.3 Minimum Hardware and Software Requirements. Licensee acknowledges that in order to be executed, Licensee's computers must meet or exceed the minimum published hardware, software, and communication requirements for the Licensed Program. Licensee agrees such requirements are subject to change, and that future versions of the Licensed Program may have different hardware and software requirements that those presently in effect. The acquisition of necessary hardware, software, and communications equipment meeting the requirements then in effect shall be the sole responsibility of Licensee. Licensee acknowledges that Licensor software support does not cover third party software unless otherwise specified. 2.4 Necessity for Third -party Software. Licensee acknowledges that in order to be executed, the Licensed Program requires certain third -party software not provided by Licensor. The acquisition of necessary licenses and support for this software shall be the sole responsibility of Licensee. Licensee acknowledges that Licensor software support does not cover third party software unless otherwise specified. 2.5 Assignment of Rights in Licensee Maintenance Modifications and Enhancements. All right, title, and interest in all Maintenance Modifications and Enhancements developed by Licensee during the term of this Agreement remains with Licensor. Licensee agrees that such Maintenance Modifications and Enhancements shall be used by Licensee, and will not be distributed or otherwise made available to any third party other than Licensor. 2.6 Availability of Licensor Enhancements. Licensor agrees to offer to Licensee a license to Enhancements that Licensor develops and offers generally to licensees of the Licensed Program according to the terms under Section 9.1.b. 2.7 Licensee Notification and Delivery of Materials. Licensee shall notify and deliver to Page 2 Licensor one copy of any Maintenance Modifications and Enhancements developed by Licensee within a reasonable period after development. SECTION 3 - TITLE TO MATERIALS 3.1 Title to Licensed Program and Licensed Documentation. All right, title, and interest in and to the Licensed Program and Licensed Documentation, including the media on which the same are furnished to Licensee, are and shall remain with Licensor. Licensee acknowledges that no such rights, title, or interest in or to the Licensed Program and the Licensed Documentation is granted under this Agreement, and no such assertion shall be made by Licensee. Licensee is granted only a limited right of use of the Licensed Program and Licensed Documentation as set forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement. 3.2 Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, And Distribution. All right, title, and interest in and to any Enhancements and Maintenance Modifications developed by either Licensor or by Licensee shall be and remain with the Licensor. Licensee shall treat all such Enhancements and Maintenance Modifications in accordance with the restrictions and limitations set forth herein respecting Licensed Programs and Licensed Documentation. SECTION 4 - FEES AND PAYMENTS 4.1 License Fee. In consideration of the licenses granted hereunder, Licensee shall pay Licensor a one-time license fee as well as other associated costs as further defined in Exhibit Al, attached hereto. 4.2 Software Support. Software Support is subject to the terms and conditions of Section 9, Software Support, and may be offered, at the Licensor's sole option, on a year by year basis. 4.3 Per Diem. Charges for meals and incidental expenses associated with the delivery of the Licensed Program will be charged on a per diem basis. The rate for such per diem shall be the maximum meals and incidental expenses allowed for Licensee's locality as specified in 41 CFR 07/1 0/0 1 Section 301 Appendix A of the code of Federal Regulations. 4.4 Other Costs. Other costs, including but not limited to air/train/taxi fare, charges for reasonable and normal travel time to and from the customer site, parking, freight costs, reproduction charges, and other incidental expenses incurred by Licensor on account of this Agreement, shall be billed to the Licensee. 4.5 Administrative Fee. Licensor shall have the right to charge Licensee a 5% administrative fee for all invoices which are over 30 days past due. 4.6 Payment. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth in Exhibit B — Billing/Payment Schedule. Payment for all estimated fees and charges shall be in accordance with the terms and conditions set forth in Exhibits D - Services and E — Committed Modifications. 4.7 Taxes. The fees and charges specified in this section are exclusive of any federal, state, or local excise, sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder. Licensee shall pay any such amounts upon request of Licensor accompanied by evidence of imposition of such taxes. SECTION 5 - PROPRIETARY PROTECTION OF MATERIALS 5.1 Acknowledgment of Proprietary Materials; Limitations on Use. Licensee acknowledges that the Licensed Program and Licensed Documentation are unpublished works for purposes of federal copyright law and embody valuable confidential and secret information of Licensor, the development of which required the expenditure of considerable time and money by Licensor. Licensee shall treat the Licensed Programs and Licensed Documentation in confidence and shall not use, copy, or disclose, nor permit any of its personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this Agreement. In the event of a public records request for the Licensed Program and Licensed Documentation, Licensee shall promptly provide a copy of such request to Licensor so that it has at least seven business days from Licensor's receipt of such copy in which to seek an order restraining the Licensee from disclosing the Licensed Program and Documentation pursuant to such public records request. If Licensor does not obtain a restraining order within such period of time, Licensee may disclose the Licensed Program and Licensed Documentation pursuant to such public request as Licensee deems appropriate. 5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as permitted hereunder, Licensee shall require that the Licensed Program and Licensed Documentation be kept on Licensee's premises which shall be maintained in a manner so as to reasonably preclude unauthorized persons from gaining access thereto, and Licensee shall permit access only as necessary for either party's use thereof in accordance with the terms of this Agreement. 5.3 Proprietary Legends. Licensee shall not permit anyone other than Licensor to remove any proprietary or other legend or restrictive notice contained or included in any material provided by Licensor. 5.4 Reproduction of Licensed Documentation. Licensee may reproduce the Licensed Documentation provided by Licensor, provided that such reproductions are for the private internal use of Licensee, and all such reproductions bear Licensor's copyright notices and other proprietary legends. 5.5 Injunctive Relief. Licensee recognizes and acknowledges that any use or disclosure of the Licensed Program or Licensed Documentation by Licensee in a manner inconsistent with the provision of this Agreement may cause Licensor irreparable damage for which remedies other than injunctive relief may be inadequate. In the event of such a violation of this Agreement. Licensor shall be entitled, upon application to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin Licensee from such violation, without prejudice to any other remedies available to Licensor. 5.6 Technical Protections. Licensor may from time to time prescribe password protection as an additional security measure for the Licensed Program, and Licensee shall cooperate with Licensor in connection therewith. 5.7 Survival of Terms. The provisions of Sections 5.1 through 5.6 shall survive termination of this Agreement for any reason. Page 3 07/10/01 SECTION 6 - LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY 6.1 Limited Warranty Against Infringement. Licensor warrants that the Licensed Program and Licensed Documentation as delivered to Licensee do not infringe any third -party rights in patent, copyright, or trade secret in the United States. 6.2 Limited Warranty of Conformity. Licensor warrants, for the benefit only of Licensee, that for the life of the Agreement, the Licensed Program will conform in all material respects to the Licensed Documentation (except for modifications made by Licensee or by Licensor at the request of Licensee), but only if Licensee maintains uninterrupted Software Support as described in Section 9. Licensor assumes no responsibility for obsolescence of the Licensed Program nor for lack of conformity occurring from Licensee's failure to update the Licensed Program with distributed Enhancements, Maintenance Modifications, or Error Corrections. 6.3 Exclusive Remedy. As the exclusive remedy of Licensee for any nonconformity or defect constituting an Error in the Licensed Program for which Licensor is responsible, Licensor shall use commercially reasonable efforts to provide Maintenance Modifications with respect to such Error. However, Licensor shall not be obligated to correct, cure, or otherwise remedy any Error in the Licensed Program resulting from any (1) modification of the Licensed Program by Licensee, or (2) failure of Licensee to notify Licensor of the existence and nature of such nonconformity or defect promptly upon its discovery. 6.4 Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE LICENSED PROGRAM OR LICENSED DOCUMENTATION OR TO ANY OTHER MATERIALS FURNISHED OR PROVIDED TO LICENSEE HEREUNDER. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAID MATERIALS OR THE USE THEREOF. 6.5 Limitation of Liability. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM CLAIMS OF INFRINGEMENT OF THIRD -PARTY RIGHTS IN THE UNITED STATES IN COPYRIGHT, TRADE SECRET, OR PATENT, IN NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CLAIM, DEMAND, OR ACTION Page 4 ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, DEMAND, OR ACTION. 6.6 Licensee Indemnification. Licensee shall and does hereby agree to indemnify, hold harmless, and save Licensor from liability against any claim, demand, loss or action (1) resulting from Licensee's use or modification of the Licensed Program and Licensed Documentation and (2) alleging that any Maintenance Modifications made by Licensee infringe any third -party rights in the United States respecting copyright, trade secret, or patent. 6.7 Licensor Indemnification. Licensor shall and does hereby agree to indemnify, hold harmless, and save Licensee from liability against any claim, demand, loss, or action alleging that the Licensed Program and Licensed Documentation or any Maintenance Modifications or Enhancements made by Licensor infringe any third -party rights in the United States respecting copyright, trade secret, or patent. 6.8 Survival of Terms. The provisions of Sections 6.1 through 6.7 shall survive termination of this Agreement. SECTION 7 - TERM AND TERMINATION 7.1 Term. This Agreement shall commence on the date and year contained herein and shall continue until terminated in accordance with the terms thereof. 7.2 Termination by Either Party. Either party may terminate this Agreement upon 60 days written notice to the other party if the other party commits a breach of any term hereof and fails to cure said breach within that 60 -day period. Such notice shall set forth the basis of the termination. 7.3 Actions Upon Termination. Upon termination of this Agreement for any reason, Licensee shall immediately cease use of, and retum forthwith to Licensor, the Licensed Program and Licensed Documentation, and any copies or portions thereof, including Maintenance Modifications or Enhancements. SECTION 8 - MISCELLANEOUS 8.1 Entire Agreement. This Agreement 07/10/01 constitutes the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty, statement, or representation not contained herein. In the event of any conflict in the terms and conditions of this Agreement, the documents shall control in the following order: a. This Software License and Use Agreement; b. Licensor's Response to Licensee's Request for Proposal, if applicable; c. Licensee's Request for Proposal, if applicable. 8.2 No Assignment. Licensee shall not sell, transfer, assign, or subcontract any right or obligation hereunder without the prior written consent of Licensor. Any act in derogation of the foregoing shall be null and void; provided, however, that any such assignment shall not relieve Licensee of its obligations under this Agreement. 8.3 Force Majeure. Excepting provisions of this Agreement relating to payment of license fees, and protection of Licensor's Proprietary Information, neither party shall be in default of the terms hereof if such action is due to a natural calamity, or similar causes beyond the control of such party. 8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. 8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be made in writing and delivered by hand or by certified mail, postage prepaid, addressed as first set forth above or to such other address as a party shall designate by written notice given to other party. 8.7 Acceptance Testing. Within ten (10) business days of Licensor's notification to Licensee that the Licensed Program or portion thereof is installed and the applicable training administered, Licensee shall begin performance of Acceptance Testing, for the sole and express purpose of determining whether the Licensed Program operates as described in the Licensed Documentation. Licensee must complete such Acceptance Testing within thirty (30) days of Page 5 commencement of testing. The passage of the thirty (30) day testing period without official written notification from Licensee to Licensor that module of Licensed Program has failed Acceptance Testing indicates that the module is accepted and that any portion of the license fees attached to Licensed Program's acceptance are due and payable. 8.8 Failure of Acceptance Testing, Retesting. If the parties agree that the Licensed Program does not successfully pass Acceptance Testing, the Licensee shall notify Licensor in writing ("first notice of failure") and shall specify with as much detail as possible in which respects the Licensed Program failed to pass the Acceptance Testing. Licensor shall make such necessary corrections and modifications in the Licensed Program to establish a reasonable basis for additional Acceptance Testing within a period of thirty (30) days from the first notice of failure. Licensor shall notify Licensee when such retesting can begin and the Licensee shall complete Acceptance Testing within a period of ten (10) business days from the date of notification. If the parties agree that the Licensed Program continues to fail Acceptance Testing, the Licensee shall notify Licensor in writing of the Licensee's intention to terminate and if the Licensor fails to remedy the defect within (60) days of receipt of said notification, the Licensee has the right, at its option, to terminate the Agreement by giving written notice of such termination to the Licensor. Upon the Licensee's termination of this Agreement due to failure of the second Acceptance Test, the Licensee shall promptly return the Licensed Program and documentation and all related materials to the Licensor. 8.9 Acts of Insolvency. The Licensee may terminate this Agreement by written notice to the Licensor if the Licensor becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any domestic bankruptcy or insolvency law or publicly announces liquidation proceedings. 8.10 Insurance. Licensor shall maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Licensor its agents, representatives, or employees. The limits of this insurance shall be consistent with the limits established in Exhibit H. Licensor's insurer may provide complete, certified copies of all required insurance policies, including 07/10/01 endorsements effecting the coverage required by the limits contained in Exhibit H. 8.11 Equal Opportunity Employer. Licensor shall not discriminate in its recruiting, hiring, promotion, demotion, or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, or physical handicap in the performance of this Agreement. SECTION 9 - SOFTWARE SUPPORT 9.1 Scope of Service. Licensor shall render support and services during Normal Working Hours for the following: a. Telephone Support - Calls for assistance related to operation of the Licensed Program, reporting of a potential error condition or abnormal termination of a program, or request for minor assistance related to the Licensed Program; b. Support Enhancements - Selected Enhancements, the nature and type of which shall be determined solely by the Licensor. Such provision shall not preclude Licensor from providing other Enhancements of the Licensed Program for license fees, training charges, and other related service fees and charges. c. Source Code Maintenance - Library of Licensed Program maintained by Licensor for Licensee complete with modifications authorized by Licensee and performed by Licensor. d. Software Warranty — If Licensee obtains Software Support from Licensor, and such Software Support is in effect without interruption from inception of this Agreement, then Licensor will warrant the Licensed Program to be free of errors for the life of this Agreement. 9.2 Fees and Charges. Licensee shall pay Licensor annual support charges based on an annual rate determined by Licensor at the beginning of each Support Agreement Term. Such annual rate shall be multiplied times the amounts shown in Exhibit Al under the column headed "License Fee (Support Basis)" for each covered product. No increase in the support rate shall be in excess of 10% of the support rate for the prior year. All annual support charges are due and payable on or before the 1 st working day of each Page 6 Support Agreement Term. Failure to make such payment shall constitute cancellation and termination of support by Licensee and no further service or support will be provided by Licensor. 9.3 Licensee Responsibilities. Licensee shall be responsible for the procuring, installing, and maintaining all computer equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Licensed Program and to obtain from Licensor the services called for according to Licensor's then existing policy. 9.4 Proprietary Rights. To the extent that Licensor may provide Licensee with any Error Corrections or Enhancements or any other software, including any new software programs or components, or any compilations or derivative works of the Licensed Program prepared by Licensor, Licensee may (1) install copies of the Licensed Program adequate to serve the concurrent users specified in this Agreement in Exhibit Al, in the most current form provided by Licensor, in Licensee's own facility; and (2) use such Licensed Program in a manner consistent with the requirements of the Agreement, for purposes of serving Licensee's internal business needs. Licensee may not use, copy, or modify the Licensed Program, or make any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. The Licensed Program is and shall remain the sole property of Licensor, regardless of whether Licensee, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Licensor for the use of the work product. Licensee shall from time to time take any further action and execute and deliver any further instrument, including documents of assignment or acknowledgment, that Licensor may reasonably request in order to establish and perfect its exclusive ownership rights in such works. Licensee shall not assert any right, title, or interest in such works, except for the non-exclusive right of use granted to Licensee at the time of its delivery or on-site development. 9.5 Disclaimer of Warranty and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 07/ 10/0 1 • • 9.6 Termination of Support. Support may be terminated as follows: a. Upon the termination of the License Agreement; or b. Upon notification by either party to the other, at the beginning of any Support Agreement Term; c. Upon 60 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below. [Licensee] By: Shawn IN/V4 Signature: Title: City Manager Date: [Licensor] Eden Systems, Inc. ::natur �o�1�� Title: p ,� 5 1 6 7 Date: - Q — 0 ) ATTEST: APPROVED AS Per M. Thorson City Attorney Page 7 07/10/01 • • Eden Systems , Inc. Software License and Use Agreement Exhibits Section Exhibit A - Eden Systems Deliverables Exhibit B - Billing/Payment Schedule Exhibit C - Third Party Products, Tools Exhibit D - Services Exhibit E - Committed Modifications Exhibit F- Database Server Exhibit G - ESR! Products and Services Exhibit H - Insurance Certificate Exhibit A • Eden Systems Deliverables City of Temecula, California - 25 Concurrent Users Products, Service & Equipment License Fee (Support Basis) License Fee (No Support) Discount Amount Net Ucense Fee On- Site Trips train & Install Days Data Conv. Days Pro) Mgmt Days Other Days Total Service Cost Expenses & Taxes Total Cost Database, Tools, Setup $ $ $ $ $ $ $ System Administration - 2 3.0 - 2.0 5,000.00 1,400.00 6,400.00 Database Setup - - 0.5 - - 500.00 100.00 600.00 Hardware, 0/S Setup - - 0.5 - - 500.00 100.00 600.00 Crystal Reports (3 copies) 1,950.00 1,950.00 1 4.0 - 1.0 5,000.00 1,200.00 8,150.00 Database (0 SOL seats) - - Supported Applications - - Financial Products - - Core Financial Module - - G/L, A!P 35,000.00 35,000.00 - 4 11.0 10.0 5.0 26,000.00 3,600.00 29,600.00 Purchasing 6,000.00 6,000.00 - 1 4.0 2.0 6,000.00 1,200.00 7,200.00 Requisitioning 4,000.00 4,000.00 - 2.0 1.0 3,000.00 400.00 3,400.00 Budget Preparation 12,000.00 12,000.00 - 1 2.0 - 1.0 3,000.00 800.00 3,800.00 Accounts Receivable 8,000.00 8.000.00 - 2 6.0 - 2.0 8,000.00 2,000.00 10.000.00 Project Accounting 16,000.00 16,000.00 - 2 8.0 - 4.0 12,000.00 2.400.00 14.400.00 Fixed Assets 12,000.00 12,000.00 - 1 3.0 1.0 4,000.00 1,000.00 5,000.00 Inventory Control - - Payroll Products - - Payroll 30,000.00 30,000.00 - 5 18.0 10.0 5.0 33,000.00 5,200.00 38,200.00 Position Budgeting 5,000.00 5,000.00 - - 1.0 - 1.0 2,000.00 200.00 2,200.00 Human Resources 18,000.00 18,000.00 - 2 6.0 - 2.0 8,000.00 2,000.00 10,000.00 GIS Products - Parcel Manager - - Permits & Inspections - - Utility Billing - - Business Licensing - - Other Products & Services - - Eden Menus - Data Dictionaries 1,500.00 1.500.00 - - - - - - C/R Interface - - - Standard Forms Creation - 4.5 4,500.00 - 4,500.00 UM Hand Held Interface - - Sales Tax - Totals;; $ 147,500.00 :$. -1.,950.00 $ 147,600.00 :$ :1,950.00: .21 69.0 20.0 27.0. 4.6 5120,500.00 $ 21,600.00 $ 144,050.00. Notes to Exhibit A - City Temecula, California Eden Systems Deliverables — 25 Concurrent Users The items in Exhibit A are products and services delivered to Licensee from Licensor. Product support and maintenance is obtainable directly from Licensor for those items totaled under the "License Fee (Support Basis)" column only. All support and maintenance for other items priced under the column "License Fee (No Support)" must be obtained by Licensee directly from the original manufacturer or supplier. Please note that the requirements for Data Conversion and Project Management days are estimates. You will be billed for the actual costs incurred. ** This is an estimate of the travel costs associated with this implementation. Although we will make every effort to utilize trainers from the closest office, schedules may sometimes dictate that we user trainers from other parts of the country. Exhibit B - Payment Schedule City of Temecula, California _ Product, Service, Equipment On Execution. On Delivery As Progress Occurs Totals $ - License Fees - - - - - Training & Installation 69,000.00 69,000.00 Data Conversion 20,000.00 20,000.00 Project Management 27,000.00 27,000.00 Forms Customization 4,500.00 4,500.00 Additional Implementation Services - Undesignated Programming Services - Third -party Products 1,950.00 1,950.00 Expenses - (Estimated) 21,600.00 21,600.00 Sales Tax - Totals= S. 70,950.00 - : $ - - $ - $ 73,7 0000 $ 144,050,00 • DATABASE SOFTWARE, TOOLS Product/Service Qty Price Ea. Total Not Included Total Page 2 07/10/01 Exhibit D SERVICES Modifications, Consulting/Project Management, Travel, Expenses - The cost to provide modifications identified in this Agreement, is an estimate only, and both parties acknowledge that Licensee will pay Licensor for actual work performed to produce such modifications. Any changes in the original definition of the defined deliverable identified herein will be incorporated through the use of an Authorization For Professional Services (AFPS) issued at the sole option of Licensor to Licensee, identifying such additional cost estimates to effect such change. Consulting consists of investigating and providing solutions for implementation -related customer issues. This work includes reviewing converted data, testing setup scenarios, investigating and recommending modification requests, answering product -related customer questions, providing off-site training, and creating training -related correspondence. Project Management consists of being the central point of contact for a customer, from the time a new license agreement is signed until the customer begins operational productive use of all the licensed modules. Initial responsibilities include reviewing the contract; entering contract information in Licensor's project tracking databases; identifying the project manager and main contacts on the customer side; and scheduling the kick-off meeting. Project management also includes scheduling the necessary training, and preparing for, leading, and following up on the kick-off meeting. During the installation/conversion/training phases of an implementation, Licensor's Project Manager is responsible for ensuring that Licensor's staff completes their implementation tasks according to the project schedule. Project management also includes working with Licensor staff and the customer to address unanticipated issues that come up during the implementation. All correspondence relating to the training process is reviewed by the Licensor Project Manager, including agendas and follow-up memos. The Project Manager also tracks the license agreement's budget, initiates billing at the appropriate time, and answers the customer's billing questions. Most project management work occurs off-site. The costs to provide consulting and project management identified in this Agreement are estimates only. Licensee will reimburse Licensor within 30 days for all such charges. Travel and expenses shown in this Agreement are estimates only. Travel and expenses charges include reasonable and normal charges for travel time to and from the customer site. Licensee will reimburse Licensor within 30 days for all such charges. Services Training, Installation, and Setup - All training is to be administered in either a)'train the trainer' fashion; or b)seminar or 'group' fashion; to maximize the usefulness of time and resources. The training costs herein assume that training is to be provided on-site in the Licensee's offices and that the Licensee can provide suitable training room facilities and make Licensee's personnel available on the dates and times agreed to by the parties. Charges relating to training, installation and setup are due and payable in full within 30 days of receipt by Licensee. Written acknowledgment of acceptance by Licensee, or full payment by Licensee of the license fee for any module listed in Exhibit A, shall constitute full satisfaction of the commitment for related services under this Agreement. Page 3 07/1 0/0 1 Exhibit D SERVICES (Page 2) Additional training not covered in this Agreement shall be contracted through an Authorization For Professional Services (AFPS) and shall require authorization from Licensee. Such AFPS shall denote the number of service hours required and shall be provided at Licensor's then -going hourly rate for such services. Licensee is responsible for all shipping and related costs incurred on its behalf under this Agreement, including but not limited to all necessary operating software, equipment and related tools. In order to provide services of any kind, Licensor must schedule visits in advance. If the scheduled visit is canceled by the Licensee for any reason without first having given Licensor a minimum of two weeks advance notice of such cancellation, the Licensor may charge the Licensee for all costs related to that scheduled visit and shall dissolve the commitment to perform the services scheduled for that visit. Data File Conversion Services — Charges related to data file conversion found in this Agreement are estimates only. Licensor will charge for any and all such activities relating to conversion efforts. It is the responsibility of the Licensee to present all data in a standard magnetic form and format prescribed by Licensor, which is to be compatible with Licensor's standard conversion programs and database setup. Specifications for the standard format are available from Licensor. Licensee acknowledges that only those data elements described in the standard formats are converted. Data conversion will consist of running the magnetic data presented by Licensee through the Licensor's conversion program one or more times to format the data into a form acceptable to the Licensed Program. It is the Licensee's sole and complete responsibility to ensure that the data presented to the Licensor's conversion program is complete and accurate, and any cost for services, third -party and other related costs associated with data conversion shall be borne by the Licensee, Should Licensee be unable, for any reason, to provide data in Licensor's prescribed formats, Licensee may request assistance from Licensor in extracting legacy data and formatting it according to Licensor standards. Such services will be billed to Licensee according to Licensor's then standard hourly rate. If the Licensee can guarantee legal and technical access to properly documented information subject to data conversion, the Licensor will manage and perform the entire data conversion function in exchange for additional fees and charges. If such a "start -to -finish" approach is provided herein, Exhibit A will denote such action as "Start -to -Finish" conversion, otherwise the above requirements are applicable. Page 4 07/10/01 Exhibit D SERVICES (Page 3) Service Rates The following hourly rates apply to services included in this Agreement and are not to be interpreted as a commitment to perform any future such services, not covered under this Agreement, for said rates. Service T • e Houri Rate Requested Modifications $125.00 Consulting/Management $125.00 Training $125.00 Installation and Setup $125.00 Data File Conversion $125.00 Authorized Sub -Agencies. The following are considered authorized Sub -agencies of this Agreement and Licensee is authorized to use the Licensed Program and Licensed Documentation on Licensee's premises for the purpose of supporting the internal business practices of only those agencies named herein as Sub -agencies and no other right or use is permitted under this Agreement. Page 5 Authorized Sub -Agencies No Authorized Sub -Agencies 07/ 1 0/0 1 Exhibit E COMMITTED MODIFICATIONS Licensor agrees to provide the modifications to the Licensed Program as further described below. Costs shown are estimates only and Licensee shall be charged for the actual time and effort necessary to deliver such modifications: Item Number Item Description Item Cost Estimate No Committed Modifications Total Estimate Page 6 07/10/01 EXHIBIT F Database Server The purpose of this exhibit is to specify the components making up the line item 'Database Server' found in Exhibit A. This configuration represents the Licensor's recommended configuration, and the cost is an estimate only, as the prices of the hardware vendor are subject to change without Licensor's approval. Also, Licensee understands that Licensor may decide to change this configuration if Licensor believes a new configuration is better suited for the proposed software system. Licensor makes no warranty, whether expressed or implied, regarding the components listed below, and shall not be responsible for servicing such components. The components shall be subject only to manufacturers warranties, if any. Product ID Quantity. Description Estimated Price Not Included Grand Total Page 7 07/10!01 Exhibit G ESRI Products and Services Licensee understands and accepts that the following terms and conditions are required in order for Licensee to use applications created using MapObjects, or other ESRI products: 1) Reverse engineering, copying (other than a backup copy), or transfer or assignment of rights to use as well as the right to access source code is prohibited. 2) Any use other than as specifically granted herein is prohibited. 3) Licensee shall use all practical means, contractual and technical, to prevent any in-house or commercial user (including network users) from using any portions of MapObjects, and any extension thereof, separately from Licensor's Licensed Program. 4) ESRI and/or its suppliers may enforce their intellectual property rights through injunctive relief and other remedies in law or equity. All copyright, government notices, trademarks, or other intellectual property notices noted under "Copyright, ESRI Trademark Name, and Govemment Use Notice" shall be included unmodified in the Application's online help or Readme file and documentation. Copyright and U.S. Government Use Notice: MapObjects is copyrighted by Environmental Systems Research Institute, Inc. All rights not specifically granted in this Agreement are reserved to ESRI or its suppliers. Portions of this computer program are owned by ESRI, Copyright 1999 Environmental Systems Research Institute, Inc. All Rights Reserved. Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the U.S. Government acquire greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-14 Alternates I, II, and III (JUN 1987); FAR 52.227-19 (JUN 1987) and/or FAR 12.211/12.212 (Commercial Technical Data/Computer Software); and DFARS 252.227-7015 (NOV 1995) (Technical Data) and/or DFARS 227.7202 (Computer Software), as applicable. Contractor/Manufacturer is Environmental Systems Research Institute, Inc., 380 New York Street, Redlands, CA 92373-8100 USA. Page 8 07/10/01 Pate 9 Exhibit H INSURANCE CERTIFICATE A copy of our insurance certificate follows this page. • 07i 1 0/0 1 • Item No. 8 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Acceptance of the Grant Deed for the transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula PREPARED BY: Katie Innes, Assistant Panner RECOMMENDATION: That the City Council accept the Grant Deed for the transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula. BACKGROUND: As part of the Civic Center Master Plan, a future development opportunity exists for an approximately 52,000 square -foot commercial and office development, known as the Town Square Market Place. The Town Square Market Place properties surround the existing Town Square along the reconfigured Main Street in Old Town. The Redevelopment Agency currently owns the Town Square Market Place properties and has been involved in negotiations for the future development of the property. It was the Agency's intent to enter in to a long-term ground lease with a preferred developer. Conveyance of the property from the Agency to the City is authorized by Health and Safety Code Section 33220 that authorizes the City to acquire property from the Agency, with or with compensation, for development in accordance with the Redevelopment Plan. The City has the authority to enter into a long-term ground lease with a preferred developer in accordance with the Redevelopment Plan. On January 10, 2011, the state budget proposed by Governor Jerry Brown called for the elimination of redevelopment agencies throughout California. The transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula would allow for the properties to be protected from potential obligatory sale due to the elimination of the Redevelopment Agency if the governor's budget is approved and the elimination of redevelopment agencies occurs statewide. This will ensure that the properties are developed consistently with the Civic Center Master Plan. FISCAL IMPACT: The transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula represents the transfer of land valued at approximately $3,000,000. ATTACHMENTS: Grant Deed Recorded Parcel Map showing the Town Square Market Place properties (Parcels 4, 5, 6 & 7) Recording Requested by, and When Recorded, Return to' City of Temecula 41000 Main Street P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk Exempt from Recording Fees Pursuant to California Government Code Section 6103 GRANT DEED The undersigned grantor declares that documentary transfer tax is $0.00 because this transaction is exempt from documentary transfer taxes under California Revenue and Taxation Code Sections 11911 and 11922. FOR A VALUABLE CONSIDERATION, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic hereby GRANTS to the CITY OF TEMECULA, a municipal corporation, the land evidenced by OFFICIAL MAP NO. 2008- 0270686, parcels 4, 5, 6, and 7 located in the City of Temecula, County of Riverside, State of California described on Exhibit "A" attached hereto and all improvements thereon. Said property shall be developed in accordance with the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan"). Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. February 22, 2011 REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ATTEST: By: By: Mike S. Naggar, Susan W. Jones, MMC, Redevelopment Agency Chairperson City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney EXHIBIT "A" LEGAL DESCRIPTION OF LAND THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA, DESCRIBED AS FOLLOWS: THAT CERTAIN PARCELS OF LAND SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING PARCELS 4, 5, 6 AND 7, OF THE OFFICIAL MAP NO. 2008-0270686, RECORDED IN BOOK 1, AT PAGES 20 THROUGH 22, INCLUSIVE, OF OFFICIAL MAPS IN THE OFFICE OF THE COUNTY RECORDER, OF SAID RIVERSIDE COUNTY. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the grant deed dated February 22, 2011 from the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, to the City of Temecula, a municipal corporation, is hereby accepted by order of the City of Temecula City Council made on February 22, 2011, and the grantee consents to the recordation thereof by its duly authorized officer. February 22, 2011 City of Temecula By: Shawn D. Nelson, Executive Director ATTEST: By: Susan W. Jones, MMC City Clerk/Agency Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney C.14 - NUMBER CF PARCELS = 7 NUMBER OF LETTERED LOTS = 2 GROSS AREA = 0.638 AC. NET AREA = 5.286 AC. RESOLUTION NO. 08-27 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING AN OFFICIAL MAP AND SUBDIVIDING PORTIONS OF BLOCKS 4, 6, 0, 7, 18 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOOK 18, PAGE 728 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. flailing'. The City Councll dcee hereby find determine and declare that A. Division 3 of Title 7 of the Caltfornia Government Code authorizes the City Council to direct the City Engineer to cause to have an Official Map prepared of portione of the City; B. The City Engineer hes been directed by the City Council to have an Official Map prepared pursuant to said DIvlslon 3 of Title 7 of the California Government Code; C. Under the direction of the City Engineer, a field eurvey was done and an Official Map prepared by William L. Green, a licensed surveyor, number LS 4647; D. The City of Temecula owns portions of land In fee In Blocks 4, 5, S, 7, 19 and 20 ae ehown on the mep of the Town of Temecula in Book 16, Page 726 Records of San Diego County, California; E. Said Official Map eatabllehos parcels of Iand owned by the City of Temecula In fee; F. Said Official Map establishes new rights-of-way for the reconfiguration of Main Street Into a new 'U" shaped allgnment as set forth In the attached Official Map; 0. Said Official Map abandons a portion of the Main Street midway between Old Town Front Street and Mercedes Street towards the east, ending at Interstate 16 (the California Department of Transportation's ('Caltrans") right-of-way); H. Said Official Map abandons a portion o1 Third Street, east of Mercedes Street; and I. Said Official Map abandons the rights to the easement, Identified as Easement "A' on the attached Official Map, which was reamed for any public utilities within 'he abandoned portions of Main Street as vacated by a document recorded April 23, 1976 as inetrument No. 48494 of Official Records; J. Said Official Map abandons the rights of easement, Identified as Easement Nate 'B' on the attached Official Map, which was reserved for any public utilities within the abandoned portions of an alley In Block 20 as vacated by a document recorded February 22, 1980 as Instrument No. 36286 of Official Records; K. Said Official Map abandons the rights of easement, Identified as Easement Note 'E" on the attached Official Map, which was reserved for any public utilities within the abandoned portions of an alley ao vacated by a document recorded April 23, 1979 ae instrument No. 80863 of Official Records; L. Sald Official Map abandons the rights of easement, Identified as Easement Note 'F' on the attached Official Mop, which was reserved for any pubflc utilities within the abandoned portions of Second Street as vacated by a document recorded Juty 16, 1984 as Instrument No. 163463 of Official Records; M. Said Official Map abandons the rights of easement, Identified as Easement Note "G" on the attached Official Map. which was reserved for any publlo utilities within the abandoned portions of an Mercedes Street ae vacated by a document recorded May 20, 1980 aa Instrument No. 84502 of Official Records; and N. Said Official Map consolidates multiple smaller blocks to create seven (7) larger percale. Section 2. Approval of Offletat Map. The City Council hereby approves, adopts end certifies the map 000818Ung of three (3) sheets attached hereto as the Official Map In accordance with the provielone of Division 3 of Tltro 7 of the California Government Code for the uses and purposes therein named. Section 3. Dedication to Pubtlo. The City of Temecula hereby dedicatee to the public for use Lot A (Mercedes Street) and Lot B (Main Street) as shown on this map that le approved and adopted as an Official Map. Belton 4. CerltftoaaUgn. The City Clerk of the City of Temecula Is hereby directed to certify to the adoption of We Resolution attested by the official seal of the City of Temecula. IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OFFICIAL VAP BEING A SUBDIVISION OF PORTIONS CF BLOCKS 4, 5, 6, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOCK( 15, PAGE 726 RECORDS OF SAN DIEGO CCUNTY, CALIFORNIA. ■ . . ■ co Ns ULTIN❑ MAY, 2007 PASSED, APPROVED, AND A00PTED by the City Counc.I of the Crty of Temecula this 260 day of Februery, 2008. Wehrle! S. Nagger, Mayor u.� n Edwards, Mayor Pro Tom ouncit Member Cl ATTEST: (SEAL] Coyncil Member on, Coun01' Member STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) se CITY OF TEMECULA ) I, 8uean W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Roeo'.ution No. 08-27 was duly and regulart• adopted, and signed by a majority of the members of the City Council of the City of Temecula and the Mayor as prooiding officer of sold body at o meeting thereof held on the 28 day et February, 2008, by the following vote: AYES: 4 COUNCIL MEMBERS: Comerchero, Edwards, Washington, Naggar NOES: 0 ABSENT: 1 ABSTAIN: 0 COUNCIL MEMBERS: COUNCIL MEIV COUNCIL MEMBERS: None Roberts None SHEET 1 OF 3 SHEETS RECORDER S STATEMENT FILED THIS �v-1)DAY OF2008• AT g A M. IN BOOK 1 OF OFFICIAL MAPS, AT PAGE c70- 9.9 , AT THE REQUEST CF THETx CLER,< CITY OF' TEMECULA NO. v - -0g11016 (0 FEF LARRY W. WARD, COUNTY ASSESSOR - CLE K-RECORDE�RR ' BY: LU ��µ .L'. -''-O I(f EPUrY SUBDIVISION GUARANTEE BY: FIRST AMERICAN TITLE COMPANY SURVEYOR'S STATEMENT 1 HEREBY STATE THAT THIS OFFICIAL MAP HAS BEEN PREPARED BY ME OR UNDER MY SUPERVISION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCES AT THE REQUEST OF THE CITY ENGINEER IN MAY 2007, THAT IT COMPLIES WITH SECTION 66499.52 AND DIVISION 3 OF TITLE 7 OF THE CALIFORNIA GOVERNMENT CODE, OFFICIAL MAPS PROVISION OF THE SUBDIVISION MAP ACT, AND THAT ALL PROVISIONS OF APPLICABLE STATE LAW//AND CITY REGULATIONS HAVE BEEN COMPLIED WITH. l DATED: r f,2 00 / RC1 re.i• .4 411111r WILLIAM 1.. GREEN, L.S. 4547 EXPIRES: 9-30-08 CITY ENGINEER'S STATEMENT I HEREBY STATE THAT THIS MAP WAS PREPARED AS DIRECTED BY THE CITY COUNCIL OF THE CITY OF TEMECULA AND HAS BEEN EXAMINED BY ME OR UNDER MY SUPERVISION AND THAT IT COMPLIES WITH DIVISION 3. OFFICIAL MAPS, OF THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA,THAT ALL PROVISIONS OF APPLICABLE STATE LAW AND CITY REGULATIONS HAVE BEEN COMPLIED WITH, AND THAT I AM SATISIFIEO THIS MAP IS TECHNICALLY CORRECT. a�L A y DATED: 2008. �KaT �flf DANIEL A.IYORK, PE 43212 LS 7962EXP. 03/31/0,8',o CITY ENGINEER CITY OF TEMECULA 4/25/Da 8:04 am MONUMENT NOTES 0 INDICATES SET 1" IP W/TAG "LS 4547" • INDICATES FOUND MONUMENTS AS REFERENCED AND NOTED HEREON. i1 GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. • GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. �3 GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. ® GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. L5 GEAR SPIKE AND WASHER "LS 7181", FLUSH, PER R1. [] 1"IP W/NAIL AND TACK, ILLEGIBLE, DOWN 0.1', ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". Q 1"IP W/NAIL AND TACK, ILLEGIBLE, DOWN 0.35', ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". 8❑ 1"IP W/PLASTIC PLUG ANO TACK, ILLEGIBLE, FLUSH, ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". 9❑ 1"IP W/NAIL AND TAG "RCE 21914", UP 0.1', NO REFERENCE, MONUMENT IS N33°39'24"E 0.2' FROM RICHT OF WAY INTERSECTION. NOT ACCEPTED 1i 1"IP, OPEN, DOWN 0.7', NO REFERENCE, MONUMENT IS S32°45'21"'W 0.10' FROM RIGHT OF WAY INTERSECTION. 11 1"IP, OPEN, DOWN 0.25', ACCEPTED AS CENTERLINE INTERSECTION PER R1, SET TAG "LS 4547". 1© 1"IP, OPEN, UP 0.2'; ACCEPTED AS INTERSECTION OF WESTERLY I--15 RIGHT OF WAY LINE AND CENTERLINE OF MERCEDES STREET, SET TAG "LS 4547". 13 1"IP, OPEN, DOWN 0.3'; ACCEPTED AS INTERSECTION OF WESTERLY 1-15 RIGHT CF WAY LINE AND RIGHT OF WAY LINE OF MERCEDES STREET, SET TAG "LS 4547". 14 1"IP, OPEN, UP 0.1'; ACCEPTED AS INTERSECTION OF WESTERLY I-15 RIGHT OF WAY LINE AND CENTERLINE OF SECOND STREET, SET TAG "LS 4547". 15 1"IP W/NAIL AND TAG "RCE 21914",FLUSH; ACCEPTED FOR LINE ONLY AS POINT ON WESTERLY 1-15 RIGHT OF WAY LINE. 16 1"IP W/PLASTIC PLUG "CALIF DOT",FLUSH; ACCEPTED AS B.C. POINT ON WESTERLY I-15 RIGHT OF WAY LINE. 17 1"IP W/PLASTIC PLUG "RCE 22428", ACCEPTED AS CENTERLINE INTERSECTION PER R1. SURVEYOR'S NOTES 1. THIS OFFICIAL MAP CONTAINS 6.636 ACRES. 2. THIS OFFICIAL MAP CONTAINS 7 PARCELS. ( ) INDICATES RECCRD DATA PER REFERENCES LISTED HEREON. R1 = CORNER RECORD # 01-40. R2 = RSB 63/31-32. R3 = TOWN OF TEMECULA TRACT, M.B. 15/726 SO CO. R4 = CALTRANS RIGHT OF WAY MAP # 913564 R5 = RSB 124/99 IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OFFICIAL V AP BEING A SUBDIVISION OF PORTIONS OF BLACKS 4, 5, 6, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN CF TEMECULA IN BOOK 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. • CONBU LTINO MAY, 2007 BASIS OF BEARINGS NOTE THE BASIS OE BEARINGS FOR THIS SURVEY IS THE CALIFORNIA COORDINATE SYSTEM, ZONE VI, NA083 (EPOCH 2004.0) AS DETERMINED LOCALLY BY A LINE BETWEEN CONTINUOUS OPERATING REFERENCE STATIONS (CORS) BILL AND BMRY BEING N10 -16-19.93E AS DERIVED FROM GEODETIC VALUES PUBLISHED BY THE CALIFORNIA SPATIAL REFERENCE CENTER (CSRC) AND/OR NATIONAL GEODETIC SURVEY (NGS), RESPECTIVELY. ALL DISTANCES SHOWN ARE GROUND DISTANCES, UNLESS OTHERWISE NOTED. GRID DISTANCES MAY BE OBTAINED BY MULTIPLYING GROUND DISTANCES BY 0.9999108100. EASEMENT NOTE AO EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF MAIN STREET VACATED DY DOCUMENT RECORDED APRIL 23, 1975 AS INSTRUMENT NO. 46491 OF OFFICIAL RECORDS. qD qD OD EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF AN ALLEY IN BLOCK 20 VACATED BY DOCUMENT RECORDED FEBRUARY 22, 1980 AS INSTRUMENT NO. 35285 OF OFFICIAL RECORDS. EASEMENT FOR SOUTHERN CALIFORNIA GAS COMPANY FOR UTILITY PURPOSES RECORDED NOVEMBER 4, 1964 AS INSTRUMENT NO. 133223 OF OFFICIAL RECORDS. EASEMENT FCR EASTERN MUNICIPAL WATER DEPARTMENT FOR UTILITY PURPOSES RECORDED AUGUST 14, 1974 AS INSTRUMENT NO. 104309 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF ALLEYS VACATED BY DOCUMENT RECORDED APRIL 23, 1979 AS INSTRUMENT NO. 80863 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF SECOND STREET VACATED BY DOCUMENT RECORCED JULY 16, 1984 AS INSTRUMENT NO. 153483 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF MERCEDES STREET VACATED BY DOCUMENT RECORDED MAY 20, 1980 AS INSTRUMENT NO. 94502 OF OFFICIAL RECORDS. SHEET 2 OF 3 SHEETS BMRY 2294707.359 GRID 6338884.734 JOINED PIPES W/ STD. SURVEY SCREW IN TOP 1411861,1 0\s IP AO* PROJECT SITE k45.29 (73o:3 4r VICINITY AND HORIZONTAL SURVEY CONTROL MAP NUT TO SCALE ABANDONMENT NOTE BILL 2154994.462 GRID 6313564.613 JOINED PIPES W/ STD. SURVEY SCREW IN TCP PURSUANT TO SECTION 66434(g) AND 66499.20 1/2 OF THE SUBDIVISION MAP ACT, THE APPROVAL AND RECORDATION OF THIS OFFICIAL MAP CONSTITUTES ABANDONMENT OF TIE FOLLOWING STREETS AND ALLEYS AS SHOWN ON THE MAP OF TOWN OF TEMECULA IN 800K 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY: THOSE PORTIONS OF MAIN STREET LYING WITHIN PARCELS 1, 3, 5 AND 7. THAT PORTION OF THIRD STREET LYING WITHIN PARCEL 2. SIGNATURE OMISSION NOTE PURSUANT TO SECTION 66436 OF THE SUBDIVISION MAP ACT, THE SIGNATURES CF THE FOLLOWING EASEMENTS HAVE BEEN OMITTED: SOUTHERN CALIFORNIA GAS COMPANY, HOLDER OF AN EASEMENT FOR UTILITY PURPOSES RECORDED NOVEMBER 4, 1964 AS INSTRUMENT NO. 133223 OF OFFICIAL RECORDS, EASTERN MUNICIPAL WATER DEPARTMENT, HOLDER OF AN EASEMENT FOR UTILITY PURPOSES RECORDED AUGUST 14, 1974 AS INSTRUMENT NO. 104309 OF OFFICIAL RECORDS. PACIFIC TELEPHONE AND TELEGRAPH COMPANY, HOLDER OF AN EASEMENT FOR POLES, ANCHORS, AND INCIDENTAL PURPOSES RECORDED SEPTEMBER 21, 1917 IN BOOK 470, PAGE 14 OF DEEDS. (NOT PLOTTABLE) y SHEET 3 OF 3 SHEETS 60 0 60 120 180 SCALE: 1"=60' N39'23'039 639'25'02"W 763.00' 0439.2511 783.63' R4) ' 493,88' SEARCHED, FOUND NOTHING, ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 7 & 17 (N45'31'14.8 (N45.30'45'14 N45.32'22'W 380.28' 360.21' RI 380.09' R2 380.17' R5 b rn �m rn N45'29'30"W 369.98'R5 N45'30'01'111 360.00'01 5'31'04'W 359.98 730.18' 82) 730.28' 81) 730.26' 179.99' 389.97' (370.04' RI) OLD 2.3 IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA N39'25'0214 269.42' OFFICIAL IV AP BEING A SUBDIVISION OF PORTIONS OF BLOCKS 4, 5, 8, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOOK 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. SEARCHED, FOUND NOTHING. ■ ■ • • CONSULTING MAY, 2007 PROCEDURES OF SURVEY N54'40'31'E /r TRS-- 24 o - -I- 25 I 26 1 27 4 28 29 _30 L 31 1 - r 32 L -}--4'1.'2" 8 /.2.14 I ' 126 J q''�Z 50.6416 27 ..1.%519°. La876 I. SEE SHEET 2 FOR MONUMENT NOTES, SURVEYOR'S NOTES, BASIS OF BEARINGS AND VICINITY MAP. (370.09' R2) 17� - 18 '"� - 19 20 1,8. 21 Ii 22 I 23 N45 32 22 W 189.97 114.98' tl n 189.98' ESTABLISHED I-15 RIGHT OF WAY BY HOLDING TANGENT BETWEEN FOUND POINTS 0 15 AND 16 TO THE NORTHWEST AND CREATING A TANGENT CURVE THROUGH FOUND POINTS N 12, 13 AND 14 TO THE SOUTHEAST, PER R4. N67'49'13"E TRT { N45'32'07'1 PARCEL 5 p PI 11 50_4.248 AC1R0ES I- 3- 2f -(R PRC19 _ 5i I' 18'W 189.99' 8 -Z r N47-TOTV"J 179.99' TOWN ESTABLISHED SOUTH LINE BY PROPORTION SEARCHED, FOUND NOTHING, ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 3 & 4 (N45'30'01'W 389.90'R1) N45'31'04'4 369.98' 189.99' FRONT Ifo 30' 30' 17 18 2 PARCEL_6 / 20 ;0.225 ACRES .D N4s 31'18'W 88.19' PARE( 7Z4. --8--Ds 299iZ0"E 73 0.225 ACRES 24 t(49- N45'31'18'1T I130.01' '.4. 25 8 ESTABLISHED SOUTH LINE 9 BY PROPORTION 0 645'32'07"W 550.01' q 16 17 1°L ▪ 30' 18 I I ^1 15 _SEARCHED, MUM S8 FOI 14 NOTHING, ESTABLISHED iG BY PROPORTION BETWEEN 1 VI - -Fan) " 13 -FOMONUMENTS 7 k 8 N NI -ESTABLISHED d c WESTERLY OF P J N45'29'40.8 370.04' 190.02' STREET LINE 10' ALLEY SEARCHED, FOUND NOTHING. ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 2 & 3 (370.02' 81) -- - 180.02' 645.29'40"W 730.12' (N45'29'02'W 730.10' R1) 16 15 DATA TABLE 1 G I BEARING/OR.TA) RADIUS , LENGTH 1 58'45'35 35.00 35.89' 2 N44'28'58"E -- 116.23' 3 160'00'00" 75.00' 235.62' 4 644'28'58"E -- 118.28' 5 N45'31'16.8 -- 30.08' 6 N59'35'44"E -- 92.38' 7 N44'28'56'E - 86.22' 8 80'29'36" 97.00' 102.41' 9 60'30'24' 97.00' 102.44' 10 N44'28'56'8 -- 86.20' 11 N44'28'56"E - 86.27' 12 180.00'00" 53.00' 186.50' 13 644'28'38"E - 86.24' 14 N45'32'07'6 -- 53.00' 15 58'44'29' 36.00' 35.88' 16 N45'32'22'6 -- 92.98' 17 N45'32'07"W - 83.00' 18 N45'30'52'8 -- 7.94' 19 644'28'80"E - 115.30' 20 N44'35'02'8 - 85.75' 21 N44'35'02"E - 30.00' 22 N45'32'22'8 - 53.00' 23 90'00'31" 75.00' 117.82' 24 89'59'29' 75.00' 117.80' 25 17'42'05" 97.00' 29.97' 26 42'47'31" 97.00' 72.44' 27 41'40'18' 97.00' 70.55' 28 18'60'08' 97.00' 31.89' 29 N83'13'09.8 (8) -- 30 30 N26'40'66'1 (8) - N45'29'40'W 380.08' (380.08' R1 - BASIS OF BEARINGS (SEE SHEET 1) 730.055' GRID HORIZONTAL SURVEY CONTROL a N71'10'38'E -TRT--N • 11113 147.17 N45'31'16'W 1077.17' Ks!N m WI *TIE H:\POATA\15101506\CADO\MAPPING\5060M003.DWG JDUQUET7E 4/25/08 8:06 am Item No. 9 Approvals City Attorney Director of Finance City Manager00L "of - fie, CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Authorize Temporary Street Closure on Rancho Vista Road in front of Temecula Valley High School for the Every 15 Minutes Program PREPARED BY: Mayra De La Torre, Senior Engineer Steve Charette, Associate Engineer RECOMMENDATION: That the City Council receive and file the following proposed action by the City Manager: Temporarily close a portion of Rancho Vista Road for the: `EVERY 15 MINUTES PROGRAM EVENT' BACKGROUND: This year's staged auto accident portion of the Every 15 Minutes Program will be held on following dates: March 19, 2011 between the hours of 7:00 AM and 9:00 AM (Rehearsal) March 24, 2011 between the hours of 7:30 AM and 10:30 AM (Event) The Police Department is requesting to close Rancho Vista Road between Margarita Road and Calle Rio Vista on the above two dates (see attached Location Map). As part of the street closure, traffic will be detoured around the event area using appropriate signage and assistance from the Police Department. The program is geared towards educating high school students on the harsh realities of death due to drunk driving. The Temecula Police Department stages an alcohol-related auto accident involving two vehicles, which results in deaths and injuries. The staged accident also involves fire trucks, ambulances, and a life flight helicopter. Throughout the day a person portrayed as "The Grim Reaper" takes a student away from the classroom every 15 minutes to symbolize that a teenager's life is taken away every 15 minutes in the United States due to alcohol related accidents. 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 special events. The event will require assistance from the Public Works Department by providing support services for the street closure including setting up barricades. FISCAL IMPACT: The costs of police services, and for provision, placement, and retrieval of necessary warning and advisory devices by the Public Works Department are included in budgetary items. ATTACHMENTS: 1. Location Map City of Temecula VICINITY MAP - EVERY 15 MINUTES PROGRAM /V Highways Streets ": 3 Parcels Will Parks Schools Public Safety Facilities F-1 Public Facilities Qty A 200 0 200 400 Feet This env was made *y M City ° Nereaa Goode *k I dmmtlm Siem The map is dvn9d horn bae dda produced byt* tawisids County Assessor's Dwatred andMTmsporlafim and lad Management Maxx al Weis* Carly. The W al Temecula ass asno wmM a legal mprcemly rVa Hmratlmoala/ed m Yisnep. Dale andir&nmfim represented m Ns map ars stir!towdateand nxdadm. The Geer.* Wanadm system and over senses should be wand a the most enol tlmmcca mist nap te not fist re:114 a lege. Ya 4.%Mxp4M'yrwwmedaesagvea 4aNds, Item No. 10 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Temporary Street Closures for 2011 Springfest Events PREPARED BY: Mayra De La Torre, Senior Engineer Steve Charette, Associate Engineer RECOMMENDATION: That the City Council receive and file the following proposed action by the City Manager: Temporarily close certain streets for the following 2011 Springfest Events: `SPRING ROD RUN' `BLUEGRASS FESTIVAL' `REALITY RALLY' `TASTE OF THE VALLEY' BACKGROUND: Four special events scheduled during the months of March and April of 2011 necessitate the physical closure of all or portions of certain streets within the Old Town area. The closures are necessary to facilitate the events and to protect participants and viewers. The four events and the associated street closures are as follows (see attached Location Maps): 1 SPRING ROD RUN - March 11-12 The annual Spring Rod Run will be held in Old Town on Friday March 111h, 2011 — 1:30 pm to 8:30 pm and Saturday March 12, 2011 — 5:30 am to 4:30 pm. The street closures are as follows: 1. Old Town Front Street - Moreno Road (N) to Second Street 2. Sixth Street, Fifth Street, Fourth Street, Main Street, and Third Street - Mercedes Street to Murrieta Creek North -south traffic will be detoured around the event via Mercedes Street. Access is provided to handicap parking lots located at Sixth Street and Mercedes Street, and First Street at Old Town Front Street. Show car parking will be at designated parking lots and along both sides of Old Town Front Street as shown on the attached Location Map. Access to the parking garage during the Rod Run from the north will be via Moreno Road to Mercedes Street and from the south via Old Town Front Street to Second Street to Mercedes Street. The event will also require the closure of Main Street between Old Town Front Street and the Main Street Bridge. Provisions have been included to ensure public access and public parking at the Children's Museum during the road closure. 2. BLUEGRASS FESTIVAL - March 19-20 The annual Bluegrass Festival will be held at the Town Square from 7:00 a.m. Saturday March 19, 2011 to 8:00 p.m. Sunday March 20, 2011. The street closures are as follows: 1. Main Street — the easterly driveway edge of 28636 Old Town Front Street (Rosa's Cantina) to Mercedes Street; 2. Mercedes Street — Fourth Street to Third Street. Mercedes Street traffic will be detoured around the event via Third and Fourth Street. 3. REALITY RALLY - April 16-17 The Reality Rally will be held at the Town Square on Saturday, April 16, 2011 with street closures scheduled between 7:00 a.m. and 5:00 p.m. The Reality Rally, a fundraiser for Michele's Place (cancer research), takes on an "Amazing Race" concept where various teams are paired with Reality TV Stars to compete in a scavenger hunt throughout the City. Winners receive a coveted trophy and cash prizes. The Reality Rally starts and ends at the Civic Quad on Saturday, April 16, 2011. Reality TV Stars will be signing autographs at the start and end of the race. The street closures are as follows: 1. Main Street — the easterly driveway edge of 28636 Old Town Front Street (Rosa's Cantina) to Mercedes Street; 2. Mercedes Street — Fourth Street to Third Street. Mercedes Street traffic will be detoured around the event via Third and Fourth Street. 4. TASTE OF THE VALLEY - April 30 The Taste of the Valley event will be held at the Town Square on Saturday, April 30, 2011 with street closures scheduled between 7:00 am to 10:00 pm. Taste of Temecula Valley is a festival of food and entertainment designed to showcase local restaurants in the Temecula area with each restaurant serving samples and some larger portions. Wine and beer will also be sampled. Taste of the Valley is a non-profit fundraiser organized by the Temecula Foundation for Excellence in Education to raise funds to offset the losses to arts sciences and technology from budget shortfalls. The street closures are as follows: 1. Main Street — the easterly driveway edge of 28636 Old Town Front Street (Rosa's Cantina) to Mercedes Street; 2. Mercedes Street — Fourth Street to Third Street. Mercedes Street traffic will be detoured around the event via Third and Fourth Street. The Old Town Parking Garage will be open with ample free parking available to the public during all four events. 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 special events. FISCAL IMPACT: The costs of police services, and for provision, placement, and retrieval of necessary warning and advisory devices by the City Maintenance Department, are included in budgetary items. ATTACHMENTS: Location Maps: 1. Spring Rod Run Exhibit "A" 2. Springfest Exhibit 2011 Temecula Spring Rod Run Site Plan March 11, 2011 (1:30 PM — 8:30 PM) March 12, 2011 (5:30 AM — 4:30 PM) Merchant Parking Lots End of L-12 30 Lot L-14 26 End of L-1 55 Lot L-16 13 Public Parking Structure 480 Handicap Parking Sixth Street First Street Mercedes Street Open to Public Civic Center Parking Structure Open to Public Additional motorcycle parking at L-13 Friday evening (until 6:00 PM) Third Street closure will move up to Kid's World parking area to allow for child pickup Old Town Front Street Closes at 1:30 pm on Friday T ash Blnn • Podabb Toibls (ADA Accessible) Road Closulu Public Parking Parcels - Evont Headquarters [7.1 Incident Command Pool (ICP) i Show Car Parking //A Handicap Poiklny 11.1 Privato Lot (tor Stampede Employees) NM Service by Appointment Only (Customer Parking) Mordiant Parking LJ Motorcycle Padeng O 95 190 390 570 760 Feet Emergency Response Area at Fire Station 12 Old Town 1MtmW.ns ni Hh tl w C.rCrt.l.:.°c t�MrmY folem 5< m.pY Fwms1c1nO Lti.W, poagat b/the t.5c,n,::a.ldAtitttarl 01°.Arunl Mad i4Mlgfl 1 aro,,o WwWj ne'AAT , o1 R.rtrWe Cann rM CI terMtWMuret la wry or IyY.ltpyttQReyl8 5,5fca alan cony»a ...wry �'n n.p OW, sed 054,,*an escre t .Ynnlh,mep erl wtl..ltu%.51 a<dn .5o,.rw Trr Cos5son< 1ntenrean WY.... w.l oVer caro, ne.n1 w%WW1 to H. ux.l.vl n.lay-•tile, Th. nap., not Ir p...t °moo Ylpr<lcl drtOUK/ 11.:010 r y,al.:bwwp-prgvo 11..y.v.;e» man EXHIBIT 'A' BALDARAY CIR SIXTH ST 1 _I - FIRSTST 1\?/ —0/ / 47: L-11 L-10 1 _ rif FIFTH ST ill I • I Z I 1._ FOURTH ST • Illn 1HoBdc' rt i I � t Inridont_— Ccirnntand Post SIXTH ST • MAIN ST L I [Lite Ifila �GjLl11I THIRD ST Handicap Parking. 1-1 SECOND ST 1 / gPub1lc Parki ig t' a yit cd by'Ooy ScoS1 lam/ Mo orcyclo Parking J Town - S 1 u n re — 1l r).1 1' CL is Currier/ Parr Intl Structure —III Handicap P'arkittg on Street SPRINGFEST STREET CLOSURES - 2011 (MAIN STREET AND MERCEDES STREET) * BLUEGRASS FESTIVAL - MARCH 19-20 * REALITY RALLY - APRIL /6-17 LEGEND STREET CLOSURE * TASTE OF THE VALLEY - APR/L 30 ` BARRICADE Item No. 11 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Approval of an Agreement for Funding Acquisition of Mitigation Property for the French Valley Parkway / Interstate -15 Over -Crossing and Interchange Improvements Project - Phases I and II PREPARED BY: Avlin Odviar, Senior Engineer- CIP William Becerra, Associate Engineer- CIP RECOMMENDATION: That the City Council approve the $73,035.25 agreement between the Riverside County Regional Conservation Authority (RCA) and City of Temecula funding the acquisition of 5 -acres of mitigation property. BACKGROUND: The development of the French Valley Parkway / Interstate -15 Over -Crossing and Interchange Improvements Project — Phases I and II will impact 9.01 acres of Los Angeles pocket mouse (LAPM) habitat, which is a California Department of Fish and Game (CDFG) Species of Special Concern. In accordance with the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP) and the mitigation proposed in the project's Determination of Biologically Equivalent or Superior Preservation (DBESP) report, the City is required to secure five (5) acres of habitat occupied by the LAPM to compensate for project impacts. The City has identified, via trapping surveys conducted by BonTerra Consulting, a site occupied by the LAPM and within the "Geller Property" which is subject to an RCA purchase and sale agreement. The RCA has agreed that acquisition of this five acre site will satisy LAPM environmental impacts for the project. The RCA will designate the Property as Additional Reserve Lands pursuant to the MSHCP. The purchase price for the entire Geller property is $582,091.00 for 39.85 acres or $14,607.05 per acre. The reimbursement for 5 acres, therefore is calculated to be $73,035.25. Mitigation for Project impacts on Riparian habitat will be mitigated separately at a future date. FISCAL IMPACT: The City of Temecula has identified the French Valley Parkway / Interstate -15 Over -Crossing and Interchange Improvements Project, Phases I and II within its Capital Improvement Program. The cost of this agreement has been budgeted in Phase I, which includes several sources of funds; Measure A — Local Street and Road, Reimbursement/Other (Murrieta Dedication), and Transportation Uniform Mitigation Fee (WRCOG). Adequate funds are available in the project account 210-165-719-5801 to cover the cost of this agreement. ATTACHMENTS: 1. Agreement with RCA 2. Project Location 3. Project Description AGREEMENT FOR FUNDING THE ACQUISITION OF MITIGATION PROPERTY BETWEEN WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY AND CITY OF TEMECULA (GELLER PROPERTY) THIS AGREEMENT is made and entered into by and between the Western Riverside County Regional Conservation Authority, a public agency and joint powers authority ("RCA") and the City of Temecula, a municipal corporation ("City") and shall be dated as of February 22, 2011. In consideration of the mutual covenants and obligations set forth herein, the parties agree as follows: 1. Recitals. This Agreement is made with respect to the following facts and purposes, which each party finds and determines to be true and correct: A. RCA is a joint powers authority, of which the City is a member agency, that was formed to implement the Western Riverside County Multiple Species Habitat Conservation Plan ("MSHCP"), a multi jurisdictional habitat conservation plan focusing on the conservation of both sensitive species and associated habitats to address biological and ecological diversity conservation needs in western Riverside County, and setting aside significant areas of undisturbed land for the conservation of sensitive habitat while preserving open space and recreational opportunities. B. RCA has entered into that certain agreement dated as of September 8, 2008 entitled "FIRST AMENDED AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY WITH ESCROW INSTRUCTIONS" with Jerry B. Geller, Trustee of the Jerry Geller Trust dated July 11, 2005 ("Purchase Agreement") for the purchase of approximately 75.59 acres of real property located in the County of Riverside in the Aguanga area. The first two phases of the transaction have closed escrow and are complete, but the final phase (Phase 3) of the transaction involving Assessor's Parcel Number 583-180-001 (the "Property") more particularly described in Exhibit "A" attached hereto and incorporated herein as though set forth in full, has not yet closed escrow. C. RCA will designate the Property as Additional Reserve Lands pursuant to the MSHCP. (1 MSHCP, §§ 3.2.1 & 3.2.2; Implementing Agreement, §§ 3.3 & 3.72, p. 4.) D. The proposed I-15/French Valley Parkway Improvements Project covers 4.1 miles of the I-15 and I-215 freeways in the Cities of Temecula and Murrieta (the "Project"). The purpose of the Project is to improve traffic flow and enhance safety by reducing congestion. The Project includes the construction of a brand new partial cloverleaf interchange at French Valley Parkway, a collector/distributor road (C/D) system, improvements to existing ramps and mainline lanes, and new ramps, bridges and freeway to freeway connectors. E. The City has requested to fund the purchase of five (5) acres of the Property to provide habitat for the Los Angeles pocket mouse (Perognathus longirnernbris brevinasus) ("LAPM") as mitigation for Project impacts as required by the United States Fish 26493.00124\1575229. 3 1 and Wildlife Service (the "Service") and the California Department of Fish and Game (the "Department"); provided, however, that RCA will be responsible for the long-term maintenance and management of the habitat as set forth in the MSHCP (the "Mitigation Site"). F. The Mitigation Site will consist of a portion of the Property that will serve as habitat biologically equivalent or superior to the habitat being impacted by the Project, consistent with Section 6.3.2 of the MSHCP and will mitigate for 7.05 acres of occupied or potentially occupied LAPM habitat and 1.96 acres of possibly occupied LAPM habitat for a total of 9.01 acres of LAPM habitat that will be impacted by the Project. G. The City Council has duly considered all terms and conditions of this Agreement and finds and determines that the Agreement is in the best interests of the City and the health, safety, and welfare of their residents, and in accord with the public purposes and provisions of applicable State and local law requirements. 2. City Contribution of Funds for Acquisition of Property. A. City shall pay to RCA the sum of SEVENTY THREE THOUSAND THIRTY FIVE AND 25/100'S DOLLARS ($73,035.25) towards the purchase of the Property. B. City shall reimburse RCA the amount in Section 2.A above within thirty (30) days after the receipt of a letter from the Service and the Department affirming that the Mitigation Site will satisfactorily serve as mitigation for the Project's impacts to LAPM habitat. The parties agree that if the City does not receive such letter from the Service and the Department affirming that the Mitigation Site will satisfactorily serve as mitigation for the Project's impacts to LAPM habitat, the City shall not reimburse RCA the amount in Section 2.A. above for the Mitigation Site. C. Within five (5) business days of the close of Escrow, RCA shall provide City with a copy of the Grant Deed and a closing statement. D. City explicitly agrees that it remains solely and entirely responsible for any mitigation terms set forth in any regulatory permits related to the Project approved by the Service, the Department, and/or any other regulatory permits. The City further agrees that RCA shall not be liable, in law or equity, if the mitigation agreed to between the City and the Service and/or the Department and/or any other agency is determined in any way, by any person or agency, to be insufficient for mitigation or regulatory compliance purposes under applicable statutes, laws and regulations. If any regulatory agency, including but not limited to the Service or the Department, later determines that the mitigation as set forth in any of the permits related to the Project is insufficient, the City, its heirs, estates, successors, or assigns shall be entirely responsible for satisfying any and all further obligations that may be imposed upon such determination. No responsibility or liability for the mitigation shall accrue to RCA. 3. RCA to Dedicate Property to the MSHCP Conservation Area RCA shall include the Property within the MSHCP Conservation Area, as defined in the MSHCP. 26493.00124\1575229. 3 2 4. General A. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by written notice to the other party: City: CITY OF TEMECULA 41000 Main Street Temecula, California 92590 Attention: City Manager With a copy to: Richards, Watson & Gershon 355 South Grand Ave., 40th Floor Los Angeles, CA 90071 Attn: Peter M. Thorson RCA: WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY 3403 Tenth Street, Suite 320 P.O. Box 1667 Riverside, CA 92502-1667 Attn: Executive Director With a copy to: Best, Best & Krieger LLP 3750 University Ave., Suite 400 P.O. Box 1028 Riverside, CA 92502-1028 Attn: Michelle Ouellette B. This Agreement is the result of negotiations between the Parties and is intended by the Parties to be a final expression of their understanding with respect to the matters herein contained. This Agreement supersedes any and all other prior agreements and understandings, oral or written, in connection therewith. C. Amendments hereto must be in writing executed by the appropriate authorities of the City and RCA. D. The parties agree that each party has reviewed and revised this Agreement and have had the opportunity to have their counsel and real estate advisors review and revise this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. E. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. 26493.00124\1575229. 3 3 F. Each person signing below personally warrants and represents to the parties that the party he or she represents has approved this Agreement, intends to be bound by its terms and that they are duly authorized to execute this Agreement on behalf of the party they represent. G. The parties acknowledge that time is of the essence in this Agreement. H. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected. I. A waiver or breach of covenant or provision in this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for the performance of any other obligation or act. J. Each party acknowledges and agrees that this Agreement is valid, binding and enforceable against the party. K. This Agreement may be executed in one or more counterparts. Each shall be deemed an original and all, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY OF TEMECULA, a municipal corporation By: Ron Roberts Mayor ATTEST: WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY, a public agency and a joint powers authority By: Charles V. Landry Executive Director ATTEST: By: By: Susan W. Jones, MMC Honey Bernas City Clerk Clerk of the RCA Board APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Peter M. Thorson Best Best & Krieger, LLP City Attorney General Counsel 26493.00124\1575229. 3 4 EXHIBIT A LEGAL DESCRIPTION All that certain real property situated in the County of Riverside, State of California, described as follows: The Northwest Quarter of the Northwest Quarter of Section 34, Township 8 South, Range 1 East, San Bernardino Base and Meridian, in the County of Riverside, State of California, according to the Official Plat thereof APN: 583-180-001 26493.00124\1575229. 3 5 FRENCH VALLEY PARKWAY / INTERSTATE-15 OVER-CROSSING AND INTERCHANGE IMPROVEMENTS—PHASE I Circulation Project Location 54 . IDOL atipii_raftextda FRENCH VALLEY PARKWAY / INTERSTATE -15 OVER -CROSSING AND INTERCHANGE IMPROVEMENTS—PHASE I Circulation Project Project Description: Project will include the design, right-of-way acquisition, utility relocation, and construction activities to portions of the French Valley Parkway and Interstate -15 over -crossing and interchange. The project will add a new southbound off -ramp from Interstate -15 to French Valley Parkway, construct the northern half of French Valley Parkway from the off -ramp to Jefferson Avenue, widen the existing southbound off -ramp from Interstate -15 to Winchester, and construct a new auxiliary lane between French Valley Parkway and the Winchester Road southbound off -ramp. Other features include permanent and temporary retaining walls, erosion control and irrigation, and a new traffic signal and roadway improvements at the intersection of French Valley Parkway and Jefferson Avenue. Project requires oversight by Caltrans and coordination with the City of Murrieta. Benefit: Project will improve traffic circulation by providing another southbound off -ramp from Interstate -15 and add a lane to the Interstate -15 southbound off -ramp to Winchester. Project Status: The plans, specifications, and estimates, are expected to be complete during fiscal year 2011. Construction is expected to be complete by fiscal year 2013. Department: Public Works—Account No. 210.165.719 Priority: 1 Project Cost: Actuals to Date 2010-11 2011-12 2012-13 2013-14 2014-15 Future Total Project Years Cost Administration $ 266,114 $ 325,812 $ 215,000 $ 110,000 $ 916,926 Acquisition $ 2,256,992 $1,631,631 $ 215,000 $ 110,000 $ 3,888,623 Construction $ 444,203 $ 13,822,348 $ 7,211,726 $ 21,034,074 Construction Engineering $ 651,369 $ 325,812 $ 2,000,000 $ 1,000,000 $ 3,000,000 Design $ 1,033,242 $ 961,625 $ 1,994,867 Environmental $ 51,000 $ 51,000 MS HCP $ 72,618 $ 1,600,000 $ 72,618 Totals $ 3,556,348 $3,042,686 $ 16,037,348 $ 8,321,726 $ - $ - $ - $ 30,958,108 Source of Funds: Actuals to Date 2010-11 2011-12 2012-13 2013-14 2014-15 Future Total Project Years Cost Capital Project Reserves $ 215,000 $ 110,000 $ 325,000 DIF (Street improvements) $ 444,203 $ 444,203 Measure A -Local Street and Road $ 651,369 $ 325,812 $ 939,256 $ 878,744 $ 2,795,181 Reimbursement/Other (Murrieta Dedication) $1,631,631 $ 1,631,631 SAFETEA-LU $ 1,600,000 $ 1,600,000 TUMF (ROTC)" $ 2,460,776 $ 14,883,092 $ 2,533,096 $ 19,876,964 TUMF (WRCOG)*" $1,085,243 $ 3,199,886 $ 4,285,129 Total Funding: $ 3,556,348 $3,042,686 $ 16,037,348 $ 8,321,726 $ - $ - $ - $ 30,958,108 Future Operation & Maintenance Costs: 2010-11 2011-12 2012-13 2013-14 2014-15 $ 15,000 1 $ 15,300 $ 15,606 *TUMF Regional funding programmed in RCTC Regional TIP ($20 million total) - See also Phase II. **TUMF Zone Funding programmed in SW Zone TTP for PS&E-$8,925,000; PAED-$2,650,000 - See also Phase II. 55 Item No. 12 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Acceptance of Improvements and Notice of Completion for the Citywide Slurry Seal Project FY 2009-10, Project No. PW10-01 PREPARED BY: Amer Attar, Principal Engineer — CIP Chris White, Assistant Engineer- CIP RECOMMENDATION: That the City Council: 1. Accept the construction of the Citywide Slurry Seal Project FY 2009-10, Project No. PW 10-01, as complete; 2. Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; and 3. Release the Materials and Labor Bond seven months after filing the Notice of Completion if no liens have been filed. BACKGROUND: On August 10, 2010, the City Council awarded a construction contract to American Asphalt South, Inc. in the amount of $248,331.68 to complete the Citywide Slurry Seal Project FY 2009-10, Project No. PW 10-01. The project area included the remaining areas of Temeku Hills and a portion of Chardonnay Hills. The project included cleaning and crack sealing the existing roadway surface, applying Rubber Polymer Modified Slurry (RPMS) and restoring pavement delineation. RPMS was used to seal the project roadways against water intrusion to prolong the life of the asphalt concrete pavement. The Contractor has completed the work in accordance with the approved plans and specifications to the satisfaction of the Director of Public Works/City Engineer. All work will be warranted for a period of one (1) year from January 10, 2011, the date the City obtained "beneficial use" of the project improvements. The retention for this project will be released pursuant to the provisions of Public Contract Code Section 7107. FISCAL IMPACT: The Citywide Slurry Seal Project FY2009-10 is funded with the FY2010/11 Public Works Department Maintenance Division Budget for Routine Street Maintenance, funded with Measure "A" revenues. The awarded construction contract amount was $248,331.68. Actual field measurement of the slurry resulted in a reduced area from what was estimated and there were no contract change orders. The final contract amount was $231,705.62. ATTACHMENTS: 1. Notice of Completion 2. Maintenance Bond 3. Contractor's Affidavit and Final Release RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA P.O. Box 9033 41000 Main Street Temecula, CA 92589-9033 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is a Contract which was awarded by the City of Temecula to American Asphalt South, Inc, 14436 Santa Ana Avenue, Fontana, CA 92337 to perform the following work of improvement: Citywide Slurry Seal Project FY 2009-10 Project Number PW 10-01 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 22, 2011. That upon said contract the Guarantee Company of North America USA, 1800 Sutter Street, Suite 880, Concord, CA 94520 was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Citywide Slurry Seal Protect FY 2009-10, Protect Number PW 10-01 6. The location of said property is: Temeku Hills and a portion of Chardonnay Hills Area, Temecula, California. Dated at Temecula, California, this 22nd day of February, 2011 of Council Meeting. City of Temecula Susan W. Jones MMC, City Clerk STATE OF CALIFORNIA COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Susan W. Jones M MC, City Clerk of the City of Temecula, California and do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 22th day of February, 2011 of Council Meeting. City of Temecula Susan W. Jones MMC, City Clerk C\Program Files\Nleevia.Corn\Document Converter\temp1990630.doc Forrn CITY OF TEMECULA, PUBLIC WORIS DEPARTMENT MAINTENANCE BOi'4D FOR PROJECT NO. PWI 0.07 CITYWIDE SLURRY SEAL PROJECT FY 2009-2010 KNOW ALL PERSONS BY THESE PRESENT THAT: American As halt South, Inc. 14436 Santa Ana, Fontana CA 92337 NAME AND ADDRESS CgNTRACTPR'S a Corporation (fill in whether a Corporation. Partnership or individual) Bond Number:12068947 hereinafter called Principal, and The Guarantee Company of North America USA 1800 Sutter Street, Suite 880, Concord, CA 94520 NAME AND ADDRESS OF SURETY hereinafter called SURETY, are held and firmly bound unto CiTY OF TEMECULA, hereinafter called OWNER, in the penal sum of Twenty -Three Thousand' 0ne Hundved Seventy -One and 00/100 --- DOLLARS and j CENTS ($ 23,171.00---- ) in lawful money of the United States, said sum being not Tess than ten (10%) of the Contract value payable by the said City bf Temecula under the terms of the Contract, for the payment of which, we bind ourselves, isuccessors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such thatrhereas, the Principal entered into a certain Contract with the OWNER, dated the 10th day of August , 2010, a copy of which is hereto attached and made a part hereof for the onstruction of PROJECT NO. PW10- 01, CITYWIDE SLURRY SEAL PROJECT FY 2009-2010. WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee for the period of one (1) year after approval of the final estimate on said job, by the OWNER, against all defects in workmanship and materials which ma}, become apparent during said period; and VII EDEAS; the said Contract has been completed, and wa' the final estimate approved on �n LACkr I 2016. NOW, THEREFORE, THE CONDITION OF THiS OBLIGATION iS SUCH, that if within one year from the date of approval of the final estimate on said job pdrsuant to the Contract, the work done under the terms of said Contract shall disclose poor workrrtanship in the execution of said work, and the carrying out of the terms of said Contract, or it shalk appear that defective materials were furnished thereunder, then this obligation shall remain ink full force and virtue, otherwise this instrument shall be void. Asa part of the obligation secured hereby and in addition td the face amount specified, costs and reasonable expenses and fees shall be included, including *r�eascnable attorney's fees incurred by the City of Temecula in successfully enforcing this obligation, all. to be taxed as costs and included in any judgment rendered. • MAINTENANCE BOND M•9 R:ItIPWPROJEC1'$1PW101PW10-01 Gtywk}e Slurry181d-Dtic91FW 10 -01 -Bid POGs.doc The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be perforLmed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. Signed and sealed this .10th day of January --- , 2010.1 (Seal) SURETY PRINCIPAL By: B���"�� Elizab Teats. (Name) Attorney -in -Fact (Title) APPROVED AS TO FORM: Peter M. Thorson, City Attorney MAINTENANCI= BOND le- el 4 (Naml)� .,Ce 4AJ>2�/ (Title); 5% 'e (Name)✓ (Title) I M-2 R.tiGIP RROiECT31PAtitOW10-oi Glywida Siory\Bid-boomPw 10-014116 oocz.d&c IHt 6t.3Ka"i(fI 'i RTH G THE GUARANTEE COMPANY OF NORTH AMERICA USA Southfield, Michigan POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: That THE GUARANTEE COMPANY OF NORTH AMERICA USA, a corporation organized and existing under the laws of the State of Michigan, having its principal office in Southfield, Michigan, does hereby constitute and appoint Barbara Midstokke, Renee Ramsey, Richard W. Pratt, John Hopkins, Elizabeth Teats, Susan Lee, Barbara Beeny, Nancy Luttenbacher, Phillip O. Watkins, Keith T. Schuler Interwest Insurance Services, Inc. its true and lawful attorney(s)-in-fact to execute, seal and deliver for and on its behalf as surety, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise. The execution of such instrument(s) in pursuance of these presents, shall be as binding upon THE GUARANTEE COMPANY OF NORTH AMERICA USA as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office. The Power of Attorney is executed and may be certified so, and may be revoked, pursuant to and by authority of Article IX, Section 9.03 of the By -Laws adopted by the Board of Directors of THE GUARANTEE COMPANY OF NORTH AMERICA USA at a meeting held on the 31st day of December, 2003. The President, or any Vice President, acting with any Secretary or Assistant Secretary, shall have power and authority: 1. To appoint Attorney(s)-in-fact, and to authorize them to execute on behalf of the Company, and attach the Seal of the Company thereto, bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof; and 2. To revoke, at any time, any such Attorney-in-fact and revoke the authority given, except as provided below 3. In connection with obligations in favor of the Kentucky Department of Highways only, it is agreed that the power and authority hereby given to the Attorney -in -Fact cannot be modified or revoked unless prior written personal notice of such intent has been given to the Commissioner — Department of Highways of the Commonwealth of Kentucky at least thirty (30) days prior to the modification or revocation. Further, this Power of Attorney is signed and sealed by facsimile pursuant to resolution of the Board of Directors of the Company adopted at a meeting duly called and held on the 31st day of December 2003, of which the following is a true excerpt: RESOLVED that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as though manually affixed. STATE OF MICHIGAN County of Oakland On this 2nd day of February, 2010 before me came the individuals who executed the preceding instrument, to me personally known, and being by me duly sworn, said that each is the herein described and authorized officer of The Guarantee Company of North America USA; that the seal affixed to said instrument is the Corporate Seal of said Company; that the Corporate Seal and each signature were duly affixed by order of the Board of Directors of said Company. IN WITNESS WHEREOF, THE GUARANTEE COMPANY OF NORTH AMERICA USA has caused this instrument to be signed and its corporate seal to be affixed by its authorized officer, this 2nd day of February, 2010. THE GUARANTEE COMPANY OF NORTH AMERICA USA Stephen C. Ruschak, Vice President Randall Musselman, Secretary Cynthia A. Takai IN WITNESS WHEREOF, I have hereunto set my hand at The Guarantee Notary Public, State of Michigan Company of North America USA offices the day and year above written. County of Oakland My Commission Expires February 27, 2012 Acting in Oakland County jribtA4U- a I, Randall Musselman, Secretary of THE GUARANTEE COMPANY OF NORTH AMERICA USA, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney executed by THE GUARANTEE COMPANY OF NORTH AMER!CA USA, which is still in full force and effect. IN WITIFJESS WHEREOF, I have thereunto set my hand and attached the seal of said Company this lOthday of January, 2011 Randall Musselman, Secretary CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Butte On January 10, 2011 before me, Tami Pieper -Jones, Notary Public personally appeared Elizabeth Teats (Here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person( j whose namek') is/ /e subscribed to the within instrument and acknowledged to me that I/she/thy executed the same in h /her/t)feir authorized capacity(i ), and that by l 's/her/tVir signaturegsY on the instrument the person,(es'), or the entity upon behalf of which the personO 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. ,x Signature of Notary Public (Notary Seal) TAMI PIEPER-JONES COMM. # 1870615 H ,1 COON NOTARY PUBLIC -CALIFORNIA ui ui TY OF BUTTE(11 CC r�.' Comm. Expires Nov. 7, 2013 ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may he printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required DESCRIPTION OF THE ATTACHED DOCUMENT Maintenance Bond (Title or description of attached document) American Asphalt South, Inc. (Title or description of attached document continued) Number 'of Pages 2 Document Date01/10/2011 The Guarantee Company of North America USA (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) Attorney -in -Fact ❑ Trustee(s) ❑ Other • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/they, is sere) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. * Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. -* Indicate title or type of attached document, number of pages and date. * Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA v12.10.07 CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE PROJECT NO. PW10-01 CITYWIDE SLURRY SEAL PROJECT FY 2009-2010 This is to certify that/irv`,,,,4 7 2 /kg 5/V4, (hereinafter the "CONTRACTOR") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of the CONTRACTOR's agents, employees or subcontractors used or in contribution to the execution of it's contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as PROJECT NO. PW10-01, CITYWIDE SLURRY SEAL PROJECT FY 2009-2010, situated in the City of Temecula, State of California, more particularly described as follows: r 477 4—c INSERT ADDRESS OR DESCRIBE LOCATION OF WORK The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the CONTRACTOR. Further, in connection with the final payment of the Contract, the CONTRACTOR hereby disputes the following amounts: Description Dollar Amount to Dispute Pursuant to Public Contract Code §7100, the CONTRACTOR does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the CONTRACTOR by reason of payment by the City of Temecula of any contract amount which the CONTRACTOR has not disputed above. Dated: //, •VAn// RELEASE CONTRACTOR By: �> Signature 4e7/e/.7 _ Print Name and Title R-1 R:ICIP\PROJECTS\PW101PW10-01 Citywide SlurrylBid-Docs1PW 10 -01 -Bid Docs.doc Item No. 13 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Acceptance of Improvements and Notice of Completion for the Citywide Concrete Repairs FY 2009-10, Project No. PW10-02 PREPARED BY: Amer Attar, Principal Engineer — CIP Chris White, Assistant Engineer- CIP RECOMMENDATION: That the City Council: 1. Accept the construction of the Citywide Concrete Repairs FY 2009-10, Project No. PW 10-02, as complete; 2. Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; and 3. Release the Materials and Labor Bond seven months after filing of the Notice of Completion if no liens have been filed. BACKGROUND: On June 22, 2010, the City Council awarded a construction contract to Mamco, Inc. in the amount of $170,170.70 to complete the Citywide Concrete Repairs FY 2009-10, Project No. PW 10-02. The project included removal and replacement of damaged curb & gutter, sidewalk, driveway approaches, under sidewalk drains, cross gutters, ADA ramps and spandrels at various locations throughout the City. The Contractor has completed the work in accordance with the approved plans and specifications to the satisfaction of the Director of Public Works/City Engineer. All work will be warranted for a period of one (1) year from January 11, 2011, the date the City obtained "beneficial use" of the project improvements. The retention for this project will be released pursuant to the provisions of Public Contract Code Section 7107. FISCAL IMPACT: The Citywide Concrete Repairs FY 2009-10 Project is funded with Public Works Maintenance Budget for routine street maintenance. The awarded construction contract amount was $170,170.70. Approved contract change orders increased the contract amount by $20,960 and a reduction in actual aggregate and concrete quantities reduced it by $4,110.00. The final construction contract amount was $187,020.70. ATTACHMENTS: 1. Notice of Completion 2. Maintenance Bond 3. Contractor's Affidavit and Final Release RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA P.O. Box 9033 41000 Main Street Temecula, CA 92589-9033 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is a Contract which was awarded by the City of Temecula to Mamco Inc., 16810 Van Buren Blvd., Suite 200 Riverside, CA 92504 to perform the following work of improvement: Citywide Concrete Repairs FY 2009-10 Project Number PW 10-02 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 22. 2011. That upon said contract the First National Insurance Company of America, 333 City Blvd. West Suite 300, Orange, CA 92868 was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Citywide Concrete Repairs FY 2009-10. Proiect Number PW 10-02 6. The location of said property is: Various locations throughout the City of Temecula, California. Dated at Temecula, California, this 22nd day of February, 2011 of Council Meeting. STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ss ) City of Temecula Susan W. Jones MMC, City Clerk 1, Susan W. Jones M MC, City Clerk of the City of Temecula, California and do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 22th day of February, 2011 of Council Meeting. City of Temecula Susan W. Jones MMC, City Clerk C\Program Files\Nleevia.Corn\Document Converter\temp1990634.doc Forrn CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT MAINTENANCE BOND FOR PROJECT NO. PW.10-02 CITYWIDE CONCRETE REPAIRS — FY 2009-10 KNOW ALL PERSONS BY THESE PRESENT THAT: MAMCO, INC. 16810 VAN BUREN BLVD. STE. 200 RIVERSIDE, CA 92504 NAME AND ADDRESS CONTRACTOR'S a CORPORATION , hereinafter called Principal, and (fill in whether a Corporation, Partnership or Individual) FIRST NATIONAL INSURANCE COMPANY OF AMERICA 333 CITY BLVD. WEST STE. 300 ORANGE, CA 92868 NAME AND ADDRESS OF SURETY hereinafter called SURETY, are held and firmly bound unto CITY OF TEMECULA, hereinafter called OWNER, in the penal sum of ONE HUNDRED NINETY ONE THOUSAND ONE HUNDRED THIRTY AND 70/100 DOLLARS and CENTS ($ 191,130.70 ) in lawful money of the United States, said sum being not less than ten (10%) of the Contract value payable by the said City of Temecula under the terms of the Contract, for the payment of which, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Contract with the OWNER, dated the Z Z4c\ day of 5, , 2010, a copy of which is hereto attached and made a part hereof for the construction of PROJECT NO. PW10- 02, CITYWIDE CONCRETE REPAIRS — FY 2009-10. WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee for the period of one (1) year after approval, of the final estimate on said job, by the OWNER, against all defects in workmanship and materials which may become apparent during said period; and WHEREAS, the said Contract has been completed, and was the final estimate approved on (iouiiiiy 2010. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if within one year from the date of approval of the final estimate on said job pursuant to the Contract, the work done under the terms of said Contract shall disclose poor workmanship in the execution of said work, and the carrying_ out of the terms of said Contract, or it shall appear that.defective 'materials .were furnished thereunder, then this obligation shall remain in full force and virtue, otherwise this instrument shall be void. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorney's fees incurred by the City of Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. MAINTENANCE BOND M-1 R:ICIPIPROJECTS1PW101PW10.02 Citywide PCC RepaireBid•DocsMPW16-02 aid-Doss.doa z4,J The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to .the work to be performed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. Signed and sealed this 10TH day of JANUARY 2011 , 20 1)01( (Seal) SURETY FIRST NATIO By: INSURANCE COMPANY OF AMERICA FRANK MORONES (Name) ATTORNEY -in -FACT (Title) APPROVED AS TO FORM: Peter M. Thorson, City Attomey MAINTENANCE BOND PRI,NCP B. /V%fvwo Abt) bhp s, 7 , INC. (Name) (Title) By: guimit �q Iii W s, (Name) V, Ce ine sic) e 1- (Title) M-2 R:ICiPIPROJECTSiPW101PW10-02 CAywide PCC Repairsl2id•DocsIPW10-02 Bid•Docs.doc KNOW ALL BY THESE PRESENTS: POWER OF ATTORNEY No. 13003 First National Insurance Company of America Safeco Plaza Seattle, WA 98185 That FIRST NATIONAL INSURANCE COMPANY OF AMERICA, a Washington corporation, does hereby appoint *****************"***********PHILIP ***.********PHILIP E. VEGA; FRANK MORON ES; Brea, California:**.x..x..***** ****.xx* ******.*.*.**** its true and lawful attorneys) -in -fact, with full authority to execute on behalf of the company fidelity and surety bonds or undertakings and other documents of a similar character issued by the company in the course of its business, and to bind FIRST NATIONAL INSURANCE COMPANY OF AMERICA thereby as fully as if such instruments had been duly executed by its regularly elected officers al its home office. IN WITNESS WHEREOF, FIRST NATIONAL INSURANCE COMPANY OF AMERICA has executed and attested these presents this c, 13th day of November -7-Anft',D Edmund C. Kenealy, Secretary Timothy A. Mikolajewski, Vice President , 2008 . CERTIFICATE Extract from the By -Laws of FIRST NATIONAL INSURANCE COMPANY OF AMERICA: "Article V, Section 13. - FIDELITY AND SURETY BONDS ... the President, any Vice President, the Secretary, and any Assistant Vice President appointed for that purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as attorneys -in -fact or under other appropriate titles with authority to execute on behalf of the company fidelity and surety bonds and other documents of similar character issued by the company in the course of its business,.. On any instrument making or evidencing such appointment, the signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or undertaking of the company, the seal, or a facsimile thereof, may be impressed or affixed or in any other manner reproduced; provided, however, that the seal shall not be necessary to the validity of any such instrument or undertaking." Extract from a Resolution of the Board of Directors of FIRST NATIONAL INSURANCE COMPANY OF AMERICA adopted July 28, 1970. "On any certificate executed by the Secretary or an assistant secretary of the Company setting out, (1) The provisions of Article V, Section 13 of the By -Laws, and (ii) A copy of the power-of-attorney appointment, executed pursuant thereto, and (iii) Certifying that said power-of-attorney appointment is in full force and effect, the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof." I, Edmund C. Kenealy , Secretary of FIRST NATIONAL INSURANCE COMPANY OF AMERICA, do hereby certify that the foregoing extracts of the By -Laws and of a Resolution of the Board of Directors of this corporation, and of a Power of Attorney issued pursuant thereto, are true and correct, and that both the By -Laws, the Resolution and the Power of Attorney are still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation S-1049/DF 10/08 this 10TH day of JANUARY , 2011 Edmund C. Kenealy, Secretary Safeco@) and the Safeco logo are registered trademarks of Safeco Corporation. WEB PDF State of California County of LOS ANGELES Qn 1 /1 0/1 1 before me, Date personally appeared } Philip Vega, Notary -public Here Insert Name end Tins ci tho Otflce'r Frank Morones Nema(s) of Slgnor(.$) PHILIP VEGA Commission # 1799866 Notary Public - California Los Angeles County 1. My C.,mm. Expires May 31, 2012 Plaoo Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(') whose name) is/!re subscribed to the within instrument and acknowled9ed to me that he/lalqitlli4 executed the same in hkh /Meir authorized capacityhs), and that by hid/h/et//tfeir signatur4S(s) on the instrument the person('), or the entity upon behalf of which the person(I) 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 ;eal. Signature OPTIONAL Though the information below is not required by law, It may prove valuable to persons relying on h . document and could prevent fraudulent removal and reattaohrnent of this form to another documen Description of Attached Document eQnawwre � jj'.tery Public Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ individual ❑ Corporate Officer Title(s): ❑ Partner -- IJ Limited D General ❑ Attorney in Fact 7 Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: NWT THUMBPRINT OF SIER Top of thumb nere Signer's Name: O Individual 0 Corporate Officer -- Title(s): O Partner 0 Limited 0 General 0 Attorney in Fact EJTrustee 0 Guardian or Conservator ❑ Other: Signer Is Representing: RIGKTTNUMBPRINT OF SIGNER Top of thumb here "...VW/Ate-Hi -NGS: 'dVe,<Aa S4,r4, ac9,4, •.v •a'4 j 'a�pLi!r�v'�A��fl:�1.N • 4ii: •e4%c/ xi. /Ad44✓04.6 �r2007 National Notary Aseociark:wt • 9350 Do Sob Avo„ RO Box 2402 ',Chatsworth, CA 91313.2402+ www,NatlonalNotary.org Item 115907 Roorclor, Call Toll -Free 1-800-675-5927 CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE PROJECT NO. PW 10-02 CITYWIDE CONCRETE REPAIRS — FY 2009-10 This is to certify that ,Vie101to, I v1 c , (hereinafter the "CONTRACTOR") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of the CONTRACTOR's agents, employees or subcontractors used or in contribution to the execution of it's contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as PROJECT NO. PW10-02, CITYWIDE CONCRETE REPAIRS — FY 2009-10, situated in the City of Temecula, State of California, more particularly described as follows: MUMi J2/c l64( v, 0 id INSERT ADDRESS OR DESCRIBE LOCATION OF WORK The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the CONTRACTOR. Further, in connection with the final payment of the Contract, the CONTRACTOR hereby disputes the following amounts: Description Dollar Amount to Dispute Pursuant to Public Contract Code §7100, the CONTRACTOR does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the CONTRACTOR by reason of payment by the City of Temecula of any contract amount which the CONTRACTOR has not disputed above. Dated: ////// By: RELEASE ignature 4 (413,k,a S/ frPrint Name and Title R-1 R:ICIPIPROJECTSIPW101PW10.02 Citywide PCC RepairslBid-Docs1PW10-02 Bid-Docs.doc Item No. 14 Approvals City Attorney Director of Finance City Manager00L "of - fie, CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Acceptance of Improvements and Notice of Completion for the Citywide Slurry Seal Project FY 2009-10, Project No. PW09-06 PREPARED BY: Amer Attar, Principal Engineer — CIP Chris White, Assistant Engineer- CIP RECOMMENDATION: That the City Council: 1. Accept the construction of the Citywide Slurry Seal Project FY 2009-10, Project No. PW 09-06, as complete; 2. Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond and accept a one (1) year Maintenance Bond in the amount of 10% of the contract amount; and 3. Release the Materials and Labor Bond seven months after filing of the Notice of Completion if no liens have been filed. BACKGROUND: On June 8, 2010, the City Council awarded a construction contract to Roy Allan Slurry Seal, Inc. in the amount of $421,208.55 to complete the Citywide Slurry Seal Project FY 2009-10, Project No. PW 09-06. The areas covered by this project included Roripaugh Estates, Campos Verdes Tract and Nicolas Valley area. The project included cleaning and crack sealing the existing roadway surface, applying Tire Rubber Modified Slurry Seal (TRMSS) and restoring pavement delineation. TRMSS was used to seal the project roadways against water intrusion to prolong the life of the asphalt concrete pavement. The Contractor has completed the work in accordance with the approved plans and specifications to the satisfaction of the Director of Public Works/City Engineer. All work will be warranted for a period of one (1) year from September 20, 2010, the date the City obtained "beneficial use" of the project improvements. The retention for this project will be released pursuant to the provisions of Public Contract Code Section 7107. FISCAL IMPACT: The Citywide Slurry Seal Project FY 2009-10, Project No. PW09-06 is included in the City's FY2010-2014 Capital Improvement Program (CIP) and is funded with Proposition 1B — Transportation Bond/Local Streets & Roads (Spending Plan for FY 2008-09) funds. The awarded construction contract amount was $421,208.55. Actual field measurement of the slurry resulted in a reduced area from what was originally estimated and there were no contract change orders. The final contract amount was $393,318.49. ATTACHMENTS: 1. Notice of Completion 2. Maintenance Bond 3. Contractor's Affidavit and Final Release RECORDING REQUESTED BY AND RETURN TO: CITY CLERK CITY OF TEMECULA P.O. Box 9033 41000 Main Street Temecula, CA 92589-9033 NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The City of Temecula is the owner of the property hereinafter described. 2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590. 3. The Nature of Interest is a Contract which was awarded by the City of Temecula to Roy Allan Slurry Seal, Inc., 11922 Bloomfield Avenue, Santa Fe Springs, CA 90670 to perform the following work of improvement: Citywide Slurry Seal Project FY 2009-10 Project Number PW 09-06 4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 22, 2011. That upon said contract the Ullico Casualty Company, 2600 West Olive Avenue, 5th floor, Burbank, CA 91505 was surety for the bond given by the said company as required by law. 5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows: Citywide Slurry Seal Protect FY 2009-10, Prosect Number PW 09-06 6. The location of said property is: Campos Verdes Tract, Roripaugh Estates and Nicolas Valley Area, Temecula, California. Dated at Temecula, California, this 22nd day of February, 2011 of Council Meeting. STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA } ss City of Temecula Susan W. Jones MMC, City Clerk I, Susan W. Jones M MC, City Clerk of the City of Temecula, California and do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council. Dated at Temecula, California, this 22nd day of February, 2011 of Council Meeting. City of Temecula Susan W. Jones MMC, City Clerk C\Program Files\Nleevia.Corn\Document Converter\temp1990635.doc Form Bond No. SB 015 000 048-A Premium: Included with Performance Bond CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT MAINTENANCE BOND FOR PROJECT NO. P Wog -06 ITVWIDE SLURRY SEAL PROJECT FY 2009-2010 KNOW ALL PERSONS BY THESE PRESENT THAT: Roy Allan Slurry Seal, Inc. - 11922 Bloomfield Ave., Santa Fe Springs, CA 90670 NAME AND ADDRESS CONTRACTOR'S A Corporation in whether a Corporation, Partnership or individual) E D FEB 0 2 2011 OF TEMECULA PUF L IC WORKS DEPARTMENT hereinafter called Principal, and Ullico Casualty Company - 2600 West Olive Ave., 5th Floor, Burbank, CA 91505 NAME AND ADDRESS OF SURETY hereinafter called SURETY, are held and firmly bound unto CITY OF TEMECULA, hereinafter called OWNER, in the penal sum of Thirty Nine Thousand Three Hundred Thirty One DOLLARS and Eighty CENTS ($ 39,331.80 __ ) in lawful money of the United States, said sum. being not less than ten (10%) of the Contract value payable by the said City of Temecula under the terms of the Contract, for the payment of which, we bind ourselves, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that whereas, the Principal entered into a certain Contract with the OWNER, dated the 8thday of June , 2010, a copy of which is hereto attached and made a part hereof for the construction of PROJECT NO. PW09- 06, CITYWIDE SLURRY SEAL PROJECT FY 2009-2010. WHEREAS, said Contract provides that the Principal will furnish a bond conditioned to guarantee for the period of one (1) year after approval of the final estimate on said job, by the OWNER, against all defects in workmanship and materials which may become apparent during said period: and WHEREAS, the said Contract has been completed, and was the final estimate approved on September 20 , 2010. NOW, THEREFORE, THE CONDITION OF. THIS OBLIGATION IS SUCH, that if within one year from the date of approval of the final estimate on said job pursuant to the Contract, the work done under the terms of said Contract shall disclose poor workmanship in the execution of said work, ;aridthe carrying out of the terms of said Contract, or it shall appear that defective materials were furnished thereunder, then this obligation shall remain in full force and virtue, otherwise this instrument shall be void. As a part Of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorney's fees incurred by the • City of :Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered_ .MAINT NANGE BONE M-1. R:\CRVIOJECts\11'r0169.84alman oripiugh Estaitsktigtooll% 014161110 bac.rri 1pk.(3i6•1O.aoc The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to theterms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. Signed and sealed this (Seal) 31st day of SURETY Ullico Casualty Company By: Matthew J. Coats (Name) Attorney in Fact (Title) APPROVED AS TO FORM: Peter M. Thorson, City Attorney MAINTENANCE BOND January , 2011. PRINCIPAL Roy Allan Slurry Seal, Inc. B (Nerve\(.L (Title) By: c • 1,\J "p b (Name) - (Title) M-2 RA0111!0.1p2,VYFr091P4'6944CsmdeSlurr?SdRnrip.chig3t,511i-hrEltr014111,11Mov'1iae..(b18.iOAK NNNNNNNNNNNNN CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT State of California County of On Orange JAN 3 12011 before me, personally appeared Matthew J. Coats Adelaide C. Hunter, Notary Public (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name f s) is/are subscribed to the within instrument and acknowledged to me that he/she/theyexecuted the same in his/her/ heir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf ofwhich 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. eeee WITNESS my hand and official seal. i i i i i i Signature Athivim' ADELAIDE C. HUNTER Commission # 1808793 Notary public -- California z My Comm. Expires Aug 8, 2012 Orange County NNNSNNNN ULLICO Casualty Company 1625 Eye Street, N.W. Washington D.C. 20006 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That ULLICO CASUALTY COMPANY (the Company), a corporation organized and existing under the laws of the State of Delaware, does hereby constitute and appoint: Linda D. Coats , Matthew J. Coats , Douglas A. Rapp , & Timothy D. Rapp of Linda D. Coats Surety Insurance Services, Inc. Its true and lawful Attorney (s) in fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $5,000,000.00. This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of ULLICO Casualty Company at a meeting duly called the 15th day of July, 2009. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, ULLICO CASUALTY COMPANY has caused this instrument to be signed and its corporate seal to be affixed by its authorized office this 31st day of January 20 11 . `0%IIktl//fir "Z u ail '/��i Ni: Zo: SEAL a SIX*. 1979 ere ‘ii "k "k'`� sloentT i/j) Daniel Aronowitz President ULLICO Casualty Company, a Delaware Corporation. Cm this 16th day of July 2009, before me came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the ULLICO CASUALTY COMPANY; that the seal affixed to said instrument is the Corporate seal of sad. Company; that the said Corporate Seal and his signature were duly affixed. jrNotary Public CATHERINE M. OBRIEN NOTARY PUBLIC STATE OF MARYLAND MONTGOMERY COUNTY MY COMMISSION EXPIRES JANUARY 21, 2012 CER11 FICATE I, Teresa E. Valentine, Senior Vice President, General Counsel and Secretary of ULLICO Casualty Company, do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto on this 16th day of July 2009 are true and correct and are still in full force and effect. I do further certify that that Daniel Aronowitz, who executed the Power of Attorney as President., was on the date of execution of the attached Power of Attorney the duly elected President of ULLICO Casualty Company, In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 16a' day of July 2009. Teresa E. Valentine Senior Vice President, General Counsel & Secretary ULLICO Casualty Company CITY OF TEMECULA, PUBLIC WORKS DEPARTMENT CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE PROJECT NO. PW09-06 CITYWIDE SLURRY SEAL PROJECT FY 2009-2010 This is to certify that v..1VgYr,,,,1q.tr.hereinafter the "CONTRACTOR") declares to the City of Temecula, under oath, that he/stile/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the CONTRACTOR or by any of the CONTRACTOR's agents, employees or subcontractors used or in contribution to the execution of it's contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as PROJECT NO. PW09-06, CITYWIDE SLURRY SEAL PROJECT FY 2009-2010, situated in the City of Temecula, State of California, more particularly described as follows: \-9kAi fide_ SrLA,Cy SecAA - Pr Z,Oc -2oUo i4 . P(Joc_ 0 INSERT ADDRESS OR DESCRIBE LOCATION OF WORK The CONTRACTOR declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the CONTRACTOR. Further, in connection with the final payment of the Contract, the CONTRACTOR hereby disputes the following amounts: Description Dollar Amount to Dispute Pursuant to Public Contract Code §7100, the CONTRACTOR does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the CONTRACTOR by reason of payment by the City of Temecula of any contract amount which the CONTRACTOR has not disputed above. Dated: ;L—L)'y-- l By: RELEASE CONTRACTOR Signature LO-rede-- "(140liA U \vim COLA Print Name and Title R-1 B:\CIP\PROJECTS\Pi09\PW09-06 Cil}wide Slury Seal Boripengh Estates Bid -Docs 09 -06 -Bid Docs -revision -I 3-16-I0.doc TEMECULA COMMUNITY SERVICES DISTRICT Item No. 15 ACTION MINUTES of FEBRUARY 8, 2011 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District Meeting convened at 8:11 P.M. CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero Absent: CSD PUBLIC COMMENTS Bret Kelley addressed the Directors. CSD CONSENT CALENDAR Roberts 11 Action Minutes - Approved Staff Recommendation (3-0-1-1) — Director Naggar made the motion; it was seconded by Director Edwards and electronic vote reflected approval with the exception of Director Washington who was abstained and Director Roberts who was absent RECOMMENDATION: 11.1 Approve the action minutes of January 25, 2011. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGERS REPORT CSD BOARD OF DIRECTORS REPORTS CSD Action Minutes1020811 1 CSD ADJOURNMENT At 8:12 P.M., the Temecula Community Services District meeting was formally adjourned to Tuesday, February 22, 2011, at 5:30 PM., for a Closed Session, with regular session commencing at 7:00 P.M., in the City Council Chambers, 41000 Main Street, Temecula, California. Jeff Comerchero, President ATTEST: Susan W. Jones, MMC City Clerk/District Secretary [SEAL] CSD Action Minutes1020811 2 Item No. 16 Approvals City Attorney Director of Finance City Manager TEMECULA COMMUNITY SERVICES DISTRICT AGENDA REPORT TO: General Manager/Board of Directors FROM: Shawn Nelson, General Manager DATE: February 22, 2011 SUBJECT: Approval of 2010-11 Mid -Year Budget Adjustments PREPARED BY: Genie Roberts, Director of Finance Heidi Schrader, Senior Management Analyst RECOMMENDATION: That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS BACKGROUND: Each year a mid -year review is conducted of the Temecula Community Services District ("TCSD") operating budgets. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the TCSD maintains a prudent and healthy fiscal position. Finance Department staff has performed an analysis of revenues. Additionally, TCSD staff has reviewed the operating budgets and has identified any material adjustments required. The mid -year budget review includes the TCSD City-wide Parks and Recreation Fund, five Service Level Funds, the Library Fund, the Summer Youth Employment Program Fund, and the Debt Service Fund. Activity in each of the funds is presented in accordance with the following schedules: • Summary of Revenues, Expenditures, and Fund Balances: Presents a summary of prior year and FY 2010-11 to December 31, 2010 actual activity, as well as FY 2010-11 current and revised budget amounts. Also included is a schedule of beginning and estimated ending fund balances based upon the proposed budget activity. • Revenue Detail: The projected total TCSD revenues reflect a total increase of $154,839. These changes from the current budget estimate include: Citywide Operations: The net increase in revenues of $161,527 is due to an increase in contracted classes of $145,000 as a result of the timing of the publication of the new brochure, as well as the Community Services Expo which will occur in April 2011 which are projected to increase registration activity. Service Level D: There is a net $10,763 increase in revenues due to an increase in a grant with Cal Recycle to fund recycling efforts within the City of Temecula. Summer Youth Employment: There is a net $25,000 decrease in revenues due to the reduction of the Youth Employment grant from the Riverside County Economic Development Agency. • Expenditure Detail: A total increase in TCSD expenditures of $200,304 is proposed. Following is a summary of all proposed expenditure adjustments: Citywide Operations: A net increase in expenditures of $211,863 is primarily due to an increase in Legal Services fees of $130,000 as a result of ongoing litigation. There is also an increase of $106,000 to pay instructor fees for the anticipated increase in contracted classes. Children's Museum expenditures are projected to increase by $21,000 due to a portion of the cost to install new signage. These increases are offset slightly by a decrease in assessments of $21,800 due to the bond call for CFD 88-12, as well as partial savings of $23,287 in Salaries and Wages due to attrition. Service Level L (Lake Park Maintenance): An increase of $23,441 is due to a recalculation of salary allocations. Library Fund: A decrease of $10,000 is due to savings in the Library services contract with the County. Summer Youth Employment: A decrease of $25,000 is due to the reduction of the Youth Employment grant from the Riverside County Economic Development Agency Authorized Positions: No position reclassifications or new positions are proposed. FISCAL IMPACT: The proposed mid -year adjustments will result in an additional decrease in fund balance of $45,465 bringing the TCSD total projected fund balances to $2,172,029 at June 30, 2011. ATTACHMENTS: Resolution No. CSD 11- 2010-11 Temecula Community Services District Mid -Year Budget RESOLUTION NO. CSD 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the Temecula Community Services District (TCSD) maintains a prudent and healthy fiscal position. Section 2. That each year a mid -year review is conducted of all Temecula Community Services (TCSD) operating budgets. Section 3. That the mid -year review has been completed and the recommended adjustments are reflected in the schedules attached hereto at Exhibit A. Section 4. That the Fiscal Year 2010-11 TCSD operating budgets are amended in accordance with the attached schedules. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 22nd day of February, 2011. Jeff Comerchero, President ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 11- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: Susan W. Jones, MMC City ClerklBoard Secretary Exhibit A Temecula Community Services District FY2010-11 Mid -Year Budget Citywide Fund Service Level "B" Fund Service Level "C" Funds Service Level "D" Fund Service Level "R" Fund Service Level "L" Fund Library Fund Summer Youth Employment Program Fund Debt Service Fund Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-2011 - Mid Year Budget All TCSD Funds - Combined 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues by Fund: Citywide Operations 11,234,573 11,313,069 5,751,926 11,474,596 161,527 1.4% Service Level B 974,163 954,424 655,373 959,647 5,223 0.5% Service Level C 1,617,259 1,586,905 785,082 1,586,483 (422) 0.0% Service Level D 5,832,312 5,879,150 3,119,710 5,889,913 10,763 0.2% Service Level R 3,635 7,733 4,031 7,490 (243) -3.1% Service Level L 243,252 228,656 106,662 228,296 (360) -0.2% Library 171,863 243,979 92,450 247,260 3,281 1.3% Summer Youth Employment 333,670 300,000 195,329 275,000 (25,000) 0.0% Debt Service 146 70 140 140 70 0.0% Total Revenues 20,410,873 20,513,986 10,710,703 20,668,825 154,839 0.8% Total Expenditures by Fund: Citywide Operations 10,669,625 11,473,355 5,188,351 11,685,218 211,863 1.8% Service Level B 940,461 954,424 476,460 954,424 - 0.0% Service Level C 1,635,205 1,580,792 550,488 1,580,792 0.0% Service Level D 6,021,601 5,858,399 48,341 5,858,399 0.0% Service Level R 32,837 10,040 148 10,040 - 0.0% Service Level L 251,523 238,902 99,894 262,343 23,441 9.8% Library 648,599 753,299 213,188 743,299 (10,000) -1.3% Summer Youth Employment 335,762 300,000 193,497 275,000 (25,000) -8.3% Debt Service 494,040 492,698 393,695 492,698 0.0% Total Expenditures 21,029,653 21,661,909 7,164,062 21,862,213 200,304 0.9% Excess of Revenues Over (Under) Expenditures (618,780) (1,147,923) 3,546,641 (1,193,388) (45465) 4.0% Operating Transfers In (Out): Citywide Operations (481,441) (489,653) (489,653) (489,653) Debt Service 481,441 489,653 489,653 489,653 Total Operating Transfers: Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (618,780) (1,147,923) 3,546,641 (1,193,388) (45,465) -0.2% Fund Balances, Beg. of Year 3,984,197 3,365,417 3,365,417 3,365,417 Fund Balances, End of Year 3,365,417 2,217,494 6,912,058 2,172,029 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-2011 - Mid Year Budget Citywide Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues by Department General Operations 9,396,082 9,646,743 4,902,222 9,678,339 31,596 0.3% Senior Center 17,410 19,203 4,197 12,655 (6,548) -34.1% Community Recreation Center 55,056 56,094 23,039 56,094 - 0.0% Recreation 770,014 626,781 347,834 776,480 149,699 23.9% Temecula Community Center 28,262 31,408 16,966 27,198 (4,210) -134% Temecula History Museum 12,732 10,330 3,594 7,530 (2,800) -27.1% Aquatics 185,716 182,510 85,149 158,000 (24,510) -134% Sports 295,092 267,400 121,505 269,400 2,000 0.7% Temecula Children's Museum 115,753 104,003 61,173 104,003 - 0.0% Community Theater 357,721 366,897 186,247 384,897 18,000 4.9% Cultural Arts 735 1,700 - - (1,700) -100.0% 11,234,573 11,313,069 5,751,926 11,474,596 161,527 14% Total Expenditures by Department - General Operations 6,174,313 6,696,075 2,959,723 6,769,788 73,713 1.1% Senior Center 262,962 290,768 128,750 292,768 2,000 0.7% Community Recreation Center 462,845 552,763 238,304 552,763 - 0.0% Recreation 819,927 881,297 470,898 976,797 95,500 10.8% Temecula Community Center 263,106 289,033 133,242 299,533 10,500 3.6% Temecula History Museum 237,675 240,528 112,405 239,678 (850) -0.4% Aquatics 594,958 612,203 260,180 612,203 - 0.0% Sports 309,908 300,556 160,967 310,556 10,000 3.3% Temecula Children's Museum 319,961 309,547 148,898 330,547 21,000 6.8% Community Theater 1,045,324 1,084,475 499,575 1,084,475 - 0.0% Cultural Arts 77,018 92,360 36,937 92,360 0.0% Old Town Maintenance 101,628 123,750 38,472 123,750 0.0% Excess of Revenues Over (Under) Expenditures Operating Transfers Out 10,669,625 11,473,355 5,188,351 11,685,218 211,863 1.8% 564,948 (160,286) 563,575 (210,622) (50,336) 31.4% (481,441) (489,653) (489,653) (489,653) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out 83,507 (649,939) 73,922 (700,275) (50,336) 7.7% Fund Balance, Beg. of Year 1,274,107 1,357,614 1,357,614 1,357,614 Fund Balance, End of Year 1,357,614 707,675 1,431,536 657,339 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Service Level "B" Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 974,163 954,424 655,373 959,647 5,223 0.5% Total Expenditures 940,461 954,424 476,460 954,424 0.0% Excess of Revenues Over (Under) Expenditures 33,702 178,913 5,223 5,223 0.0% Fund Balance, Beg. of Year 35,184 68,886 68,886 68,886 Fund Balance, End of Year 68,886 68,886 247,799 74,109 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Service Level "C" Funds -500-530 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 1,617,259 1,586,905 785,082 1,586,483 (422) 0.0% Total Expenditures 1,635,205 1,580,792 550,488 1,580,792 0.0% Excess of Revenues Over (Under) Expenditures (17,946) 6,113 234,594 5,691 (422) -6.9% Fund Balance, Beg. of Year 704,904 686,958 686,958 686,958 Fund Balance, End of Year 686,958 693,071 921,552 692,649 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Service Level "D" Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 5,832,312 5,879,150 3,119,710 5,889,913 10,763 0.2% Total Expenditures 6,021,601 5,858,399 48,341 5,858,399 0.0% Excess of Revenues Over (Under) Expenditures (189,289) 20,751 3,071,369 31,514 10,763 51.9% Fund Balance, Beg. of Year 249,631 60,342 60,342 60,342 Fund Balance, End of Year 60,342 81,093 3,131,711 91,856 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Service Level "R" Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 3,635 7,733 4,031 7,490 (243) -3.1% Total Expenditures 32,837 10,040 148 10,040 0.0% Excess of Revenues Over (Under) Expenditures (29,202) (2,307) 3,883 (2,550) (243) 10.5% Fund Balance, Beg. of Year 39,247 10,045 10,045 10,045 Fund Balance, End of Year 10,045 7,738 13,928 7495 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Service Level "L" Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 243,252 228,656 106,662 228,296 (360) -0.2% Total Expenditures 251,523 238,902 99,894 262,343 23,441 9.8% Excess of Revenues Over (Under) Expenditures (8,271) (10,246) 6,768 (34,047) (23,801) 232.3% Fund Balance, Beg. of Year 236,579 228,308 228,308 228,308 Fund Balance, End of Year 228,308 218,062 235,076 194,261 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Library Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 171,863 243,979 92450 247,260 3,281 1.3% Total Expenditures 648,599 753,299 213,188 743,299 (10,000) -1.3% Excess of Revenues Over (Under) Expenditures (476,736) (509,320) (120,738) (496,039) 13,281 -2.6% Fund Balance, Beg. of Year 1,409,061 932,325 932,325 932,325 Fund Balance, End of Year 932,325 423,005 811,587 436,286 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Summer Youth Employment Program 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 333,670 300,000 195,329 275,000 (25,000) -8.3% Total Expenditures 335,762 300,000 193,497 275,000 (25,000) -8.3% Excess of Revenues Over (Under) Expenditures (2,092) 1,832 0.0% Fund Balance, Beg. of Year 20,053 17,961 17,961 17,961 Fund Balance, End of Year 17,961 17,961 19,793 17,961 Temecula Community Services District Summary of Revenues, Expenditures, and Changes in Fund Balances FY2O1O-2011 - Mid Year Budget Debt Service Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 146 70 140 140 70 100.0% Total Expenditures 494,040 492,698 393,695 492,698 0.0% Excess of Revenues Over (Under) Expenditures (493,894) (492,628) (393,555) (492,558) 70 0.0% Operating Transfer In 481,441 489,653 489,653 489,653 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfer In (12,453) (2,975) 96,098 (2,905) 70 -2.4% Fund Balance, Beg. of Year 15,430 2,977 2,977 2,977 Fund Balance, End of Year 2,977 2 99,075 72 Temecula Community Services District Revenue Detail FY2010-2011 - Mid Year Budget ACCT NO 190 TCSD FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE DEPT 180 NON_DEPARTMENTAL 4004 -Special Tax 3,726,130 1,927,218 3,728,688 3,764,794 36,106 0.97% Various (40 -Miscellaneous Non Taxable (919) - 0.00% 4065+4545 -Investment Interest 12,998 5,633 3,560 6,939 3,379 94.92% 4073 -TCSD Admin Fee Creditf'Rest" 5,285,884 2,916,607 5,801,304 5,801,304 - 0.00% 4076 -Reimbursements 31,872 20,641 20,641 - 0.00% 4077 -Lease Income 41,680 21,468 42,933 42,933 - 0.00% 4084 -Reimbursements (CIP) 24,751 19,072 15,000 19,072 4,072 27.15% 4090 -Operating Transfers In 264,600 - 0.00% 4104 -Extension of Time 2,928 2,960 (2,960) -100.00% 4105 -Tract Maps 2,727 (2,727) -100.00% 4107 -Parcel Maps 236 1,109 (1,109) -100.00% 4119 -Development Plan 1,753 5,172 (5,172) -100.00% 4121 -Major Modification 830 3,935 (3,935) -100.00% 4130 CEQA Environmental Impact Rpt 2,535 (2,535) -100.00% 4131 Development/Annexation Agmt 8,177 (8,177) -100.00% 4135 -Parcel Map/Waiver 410 (410) -100.00% 4139 -Condo Tract Map 825 663 (663) -100.00% 4151 -Parcel Map Check 1,618 - 0.00% 4152 -Tract Map Check 2,140 2,140 - 0.00% 4192 -Specific Plan Amendment 896 850 (850) -100.00% 4290 -Inspection Fees 3,507 7,860 4,353 124.12% 4360 -Improvement Plan Ck Off -Site 432 432 - 0.00% 4370 -Landscape Plan Check 10,405 10,405 10,405 0.00% 4390 -Street Lighting Fees 1,819 1,819 1,819 0.00% TOTAL DEPT 180 9,396,082 4,902,222 9,646,743 9,678,339 31,596 0.33% DEPT 181 SR. CENTER 4051 -Donations 400 400 - 0.00% 4980 -Classes/Activities 738 164 800 601 (199) -24.88% 4983 -Transportation 1,313 797 1,200 1,550 350 29.17% 4986 -Excursions 3,509 942 3,999 2,100 (1,899) -4749% 4990 -Indoor Rentals 11,850 2,294 12,804 8,004 (4,800) -3749% TOTAL DEPT 181 17,410 4,197 19,203 12,655 (6,548) -34.10% DEPT 182 CRC 4980 -Classes/Activities 20,566 7,751 20,000 20,000 - 0.00% 4990 -Indoor Rentals 34,490 15,288 36,094 36,094 - 0.00% TOTAL DEPT 182 55,056 23,039 56,094 56,094 - 0.00% DEPT 183 RECREATION 4070 -Cash Over & Short (1) 4 0.00% 4982 -Contracted Classes 630,213 292,615 485,000 630,000 145,000 29.90% 4984 -Day Camp 92,869 22,697 104,280 104,280 - 0.00% 4989 -Picnic Shelter Rentals 9,882 3,891 7,000 7,000 - 0.00% 4992 -Special Events 29,094 25,016 21,001 26,500 5,499 26.18% 4995 -High Hopes 2,046 260 1,500 700 (800) -53.33% 4998 -Skate Park 5,911 3,351 8,000 8,000 - 0.00% TOTAL DEPT 183 770,014 347,834 626,781 776,480 149,699 23.88% Temecula Community Services District Revenue Detail FY2010-2011 - Mid Year Budget ACCT NO 190 TCSD FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD © 12!31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE DEPT 184 TCC 4077 -Pantry Trailer Rental Payment 4,400 5,500 5,500 - 0.00% 4977 -After School Program 7,934 8,400 13,200 4,800 57.14% 4980 -Classes/Activities 4,816 500 500 - 0.00% 4990 -Indoor Rentals 23,446 4,632 17,008 7,998 (9,010) -52.98% TOTAL DEPT 184 28,262 16,966 31,408 27,198 (4,210) -13.40% DEPT 185 MUSEUM 4980 -Classes/Activities 2,120 - 0.00% 4984 Day Camp 1,430 751 1,430 1,430 - 0.00% 4990 -Indoor Rentals 942 510 900 900 - 0.00% 4991 -Museum Admissions 8,240 2,333 8,000 5,200 (2,800) -35.00% TOTAL DEPT 185 12,732 3,594 10,330 7,530 (2,800) -27.11% DEPT 186 AQUATICS 4970 -Swim Lessons 114,916 35,973 98,010 72,000 (26,010) -26.54% 4971 -Lap Swim 6,763 4,266 6,000 7,500 1,500 25.00% 4972 -Public Swim 23,249 14,292 32,000 32,000 - 0.00% 4973 -Family Night Swim 714 554 1,000 1,000 - 0.00% 4974 -Pool Rentals 32,149 24,452 36,500 36,500 - 0.00% 4976 -Non-resident Swim 7,925 5,612 9,000 9,000 - 0.00% TOTAL DEPT 186 185,716 85,149 182,510 158,000 (24,510) -13.43% DEPT 187 SPORTS 4960 -Adult Softball 56,790 23,020 74,250 74,250 - 0.00% 4961 -Adult Basketball 320 - 0.00% 4963 -Tournaments 51,815 22,253 68,000 68,000 - 0.00% 4964 -Adult Leagues (non-resident) 5,850 1,620 6,250 6,250 - 0.00% 4965 -Youth Leagues (non-resident) 10,480 9,680 8,500 12,000 3,500 41.18% 4966 -Open Gym 3,128 993 3,500 2,000 (1,500) -42.86% 4988 -Field Rentals/Lights 155,716 60,783 94,000 94,000 - 0.00% 4997 -Sports Concessions 10,993 3,156 12,900 12,900 - 0.00% TOTAL DEPT 187 295,092 121,505 267,400 269,400 2,000 0.75% DEPT 188 CHILDREN'S MUSEUM 4070 -Cash Over & Short (17) (32) 0.00% 4991 -Museum Admissions 115,770 61,205 104,003 104,003 - 0.00% TOTAL DEPT 188 115,753 61,173 104,003 104,003 - 0.00% DEPT 189 COMMUNITY THEATER 4025 -Interstate Dance Grant 15,000 15,000 15,000 33,000 18,000 120.00% 4051 -Donations 2,500 500 2,000 2,000 - 0.00% 4070 -Cash Over & Short (20) - 0.00% 4901 -Theater Ushers 9,017 4,723 10,300 10,300 - 0.00% 4906 -Theater- Stagehand Labor Reimb 84,796 56,847 107,010 107,010 - 0.00% 4907 -Theater- Ticket Services Reimb 40,486 23,057 52,000 52,000 - 0.00% 4910 -Theater- Temecula Presents 63,608 31,004 60,885 60,885 - 0.00% 4990 -Theater Rentals 75,682 34,668 77,500 77,500 - 0.00% 4991 -Theater Admissions 48,546 9,967 22,000 22,000 - 0.00% 4997 -Concessions 2,379 2,051 5,002 5,002 - 0.00% 4999 -Theater-Equipment Rentals 15,707 8,450 15,200 15,200 - 0.00% TOTAL DEPT 189 357,721 186,247 366,897 384,897 18,000 4.91% DEPT 190 CULTURAL ARTS 4980 -Classes/Activities 450 - 1,700 - (1,700) -100.00% 4992 -Special Events 285 - - - - 0.00% TOTAL DEPT 190 735 - 1,700 - (1,700) -100.00% TOTAL TCSD 11,234,573 5,751,926 11,313,069 11,474,596 161,527 1.43% Temecula Community Services District Revenue Detail FY2010-2011 - Mid Year Budget ACCT NO 192 SERVICE LEVEL "B" FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4005 -Assessments 656,625 337,422 641,435 641,435 - 0.00% 4065+4545 -Investment Interest 481 246 1,300 507 507 0.00% 4073 -TCSD Admin Fee CreditiREST 317,057 312,989 312,989 312,989 - 0.00% 4390 -Street Lighting Fees 446 4,716 5,000 4,716 4,716 0.00% TOTAL SERVICE LEVEL "B" FUND 974,163 655,373 954,424 959,647 5,223 0.55% ACCT NO SERVICE LEVEL "C" FUNDS 500-530 FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4005 -Assessments 1,609,177 783,829 1,582,798 1,582,798 - 0.00% 4062 -Recovery of Prior Year Expense 3,371 112 1,300 12,543 - 0.00% 4065+4545 -Investment Interest 7,636 1,141 4,107 3,685 (422) -10.28% 4373 -Tree Trimming and Removal 446 436 5,000 5,000 - 0.00% TOTAL SERVICE LEVEL "C" FUND 1,617,259 785,082 1,586,905 1,586,483 (422) -0.03% ACCT NO 194 SERVICE LEVEL "D" FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4005 -Assessments 5,815,270 3,104,675 5,869,114 5,869,114 - 0.00% 4025 -Grants 3,371 12,543 1,300 12,543 11,243 864.85% 4065+4545 -Investment Interest 11,692 2,056 3,736 3,256 (480) -12.85% 4096 -Recycling Program 5,350 436 5,000 5,000 - 0.00% TOTAL SERVICE LEVEL "D" FUND 5,832,312 3,119,710 5,879,150 5,889,913 10,763 0.18% ACCT 196 SERVICE LEVEL "L" FUND FY 09-10 ACTUAL FY 10-11 YTD @ FY 10-11 CURRENT FY 10-11 MID YEAR $ CHANGE % CHANGE NO 195 SERVICE LEVEL "R" FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4005 -Assessments 3,371 3,976 7,376 7,376 - 0.00% 4065+4545 -Investment Interest 264 55 357 114 (243) -68.07% TOTAL SERVICE LEVEL 'R" FUND 3,635 4,031 7,733 7,490 (243) -3.14% ACCT NO 196 SERVICE LEVEL "L" FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4005 -Assessments 236,809 104,838 223,362 223,362 - 0.00% 4007 -Harveston Lake Boat Revenue 3,843 825 3,000 3,000 - 0.00% 4065+4545 -Investment Interest 2,600 999 2,294 1,934 (360) -15.69% TOTAL SERVICE LEVEL "L" FUND 243,252 106,662 228,656 228,296 (360) -0.16% Temecula Community Services District Revenue Detail FY2O1O-2011 - Mid Year Budget ACCT NO 197 LIBRARY FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4051 -Library Donations 25 18 300,000 275,000 - 0.00% 4062 -Recovery of Prior Year Expenditures 333,670 12,560 300,000 12,560 12,560 0.00% 4065+4545 -Investment Interest 18,857 5,558 21,122 10,845 (10,277) -48.66% 4070 -Cash Over & Short (87) (100) 140 489,653 70 489,653 - 0.00% 4073 -TCSD Admin Fee Credit/REST TOTAL DEBT SERVICE FUND 481,587 76,854 76,854 - 0.00% 4271 -Fines & Fees 103,082 47,912 100,000 100,000 - 0.00% 4272 -Lost Damaged Materials 7,025 3,463 6,500 6,500 - 0.00% 4273 -Printing & Copies 29,335 14,747 25,999 25,999 - 0.00% 4274 -Facilities Rentals 13,626 8,292 13,504 14,502 998 7.39% TOTAL LIBRARY FUND 171,863 92,450 243,979 247,260 3,281 1.34% ACCT NO 375 SUMMER YOUTH EMPLOYMENT PROGRAM FY 09-10 ACTUAL REVENUE FY 10-11 YTD a, 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4025 4065 -Federal Grant -Investment Interest 333,647 23 195,329 300,000 275,000 (25,000) - -8.33% 0.00% TOTAL SUMMER YOUTH EMPLOYMENT FUND 333,670 195,329 300,000 275,000 (25,000) -8.33% ACCT NO 390 DEBT SERVICE FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4065 4090 -Investment Interest -Operating Transfer In 146 481441 140 489,653 70 489,653 140 489,653 70 - 100.00% 0.00% TOTAL DEBT SERVICE FUND 481,587 489,793 489,723 489,793 70 0.01% REDEVELOPMENT AGENCY Item No. 17 ACTION MINUTES of FEBRUARY 8, 2011 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA REDEVELOPMENT AGENCY MEETING The Temecula Redevelopment Agency Meeting convened at 8:12 P.M. CALL TO ORDER: Chair Person Mike Naggar ROLL CALL: AGENCY MEMBERS: Comerchero, Edwards, Washington, Roberts, Naggar Absent: RDA PUBLIC COMMENTS There were no public comments. RDA CONSENT CALENDAR Roberts 12 Action Minutes - Approved Staff Recommendation (3-0-1-1) Agency Member Comerchero made the motion; it was seconded by Agency Member Edwards and electronic vote reflected approval with the exception of Agency Member Roberts who was absent and Agency Member Washington who abstained RECOMMENDATION: 12.1 Approve the action minutes of January 25, 2011. 13 Funding source for AB 4X 26 Supplemental Educational Revenue Augmentation Fund Payment - Approved Staff Recommendation (4-0-1) Agency Member Comerchero made the motion; it was seconded by Agency Member Edwards and electronic vote reflected approval with the exception of Agency Member Roberts who was absent RECOMMENDATION: 13.1 Adopt a resolution entitled: RESOLUTION NO. RDA 11-01 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA PROVIDING FOR THE PAYMENT OF ITS SUPPLEMENTAL EDUCATIONAL REVENUE OBLIGATION FOR FISCAL YEAR 2010-11 Garry Grant addressed the Directors with regard to this item. RDA Action Minutes1020811 1 RDA EXECUTIVE DIRECTORS REPORT RDA AGENCY MEMBERS REPORTS RDA ADJOURNMENT At 8:20 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, February 22, 2011, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 P.M., in the City Council Chambers, 41000 Main Street, Temecula, California. Michael S. Naggar, Chair Person ATTEST: Susan W. Jones, MMC City Clerk/Agency Secretary [SEAL] RDA Action Minutes1020811 2 Item No. 18 TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Agency Members FROM: Shawn Nelson, City Manager DATE: February 22, 2011 SUBJECT: Approval of the 2010-11 Mid -Year Budget Adjustments PREPARED BY: Genie Roberts, Director of Finance Heidi Schrader, Senior Management Analyst RECOMMENDATION: That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS BACKGROUND: Each year a mid -year review is conducted of the Temecula Redevelopment Agency ("RDA") operating budget. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the Agency maintains a prudent and healthy fiscal position. Finance Department staff has performed an analysis of revenues. Additionally, Agency and City staff has reviewed the operating budgets and has identified any material adjustments required. The mid -year budget review includes the Affordable Housing Fund, the Capital Projects/Redevelopment Fund, and the Debt Service Fund. Activity in each fund is presented in accordance with the following schedules: • Summary of Revenues, Expenditures, and Changes in Fund Balances through December 31 2010: Presents a summary of prior year and FY 2010-11 to December 31, 2010 actual activity, as well as the FY 2010-11 current and revised budget amounts. Also included is a schedule of beginning and estimated ending fund balances based upon the revised budget activity. • Revenue Detail: Presents detail of prior year and FY 2010-11 to December 31, 2010 actual revenues, as well as the FY 2010-11 current and revised revenue estimates. Revenues: RDA tax increment revenues are being adjusted to reflect revised property tax increment projections based on the latest report from Riverside County. Total estimated tax increment revenue is expected to decrease by $808,000, from $20,503,000 to $19,695,000. This reduction is due to a 3.9% decline in preliminary assessed valuation within the project area. • RDA Affordable Housing Fund (165) — Total revenues are expected to decrease by a net total of $213,066. This is primarily due to a reduction in estimated tax increment revenues totaling $161,600. Other factors contributing to this change are reimbursements which are expected to decrease $133,922 due to monies received in the prior fiscal year which are to be used to offset FY10-11 taxable interest costs, as well as loan interest revenue being increased by $95,297 as a result of a surplus payment received from 28500 Pujol Street Apartments pursuant to its loan agreement with the RDA. • Capital Projects/Redevelopment Fund (280)—Total revenues are expected to decrease by a net total of $52,143. This is primarily due to a decrease in Operating Transfer in from the Debt Service fund which is reduced due to a reduction in Capital Projects expenditures. In addition, there is a reduction in interest earnings totaling $22,623, offset by an increase in rental income totaling $12,480 from the Temecula Convention and Visitors Bureau lease of space in the Civic Center parking garage storefront. • RDA Debt Service Fund (380)—Total revenues are expected to decrease by a net total of $655,916 primarily due to a reduction in estimated tax increment revenues. Expenditures: Adjustments to RDA fund expenditures are as follows: • RDA Affordable Housing Fund (165) – There is a net decrease in expenditures of $856,658. This is primarily due to a decrease in the First Time Homebuyer program of $850,000 which is being reduced as a result of no additional program obligations projected for this fiscal year. There is also a reduction of $6,658 in the Property Tax Admin fee charged by the County of Riverside to administer the City's property tax roll. • Capital Projects/Redevelopment Fund (280) – There is a net decrease of $52,181 which is primarily due to a reduction in expenditures due to the timing of the start of the Jefferson Corridor. • RDA Debt Service Fund (380) - Net decrease of $656,041 due primarily to the decrease in pass-through payments to other agencies of $586,000 bringing the total to $10,754,000. These pass-through obligations decrease when total assessed valuation decreases. In addition, there is a $27,541 decrease in the Property Tax Admin fee charged by the County of Riverside. Authorized Positions: No changes are proposed to the Schedule of Authorized Positions. FISCAL IMPACT: The total proposed mid -year adjustments are reflected in the attached schedules and will result in, a net increase in budget fund balance of $643,592 in the Affordable Housing Fund, and no significant change in the Redevelopment Capital Projects Fund and Debt Service Fund. ATTACHMENTS: Resolution No. RDA 11- 2010-11 Temecula Redevelopment Agency Mid -Year Budget RESOLUTION NO. RDA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2010-11 ANNUAL OPERATING BUDGETS THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the RDA maintains a prudent and healthy fiscal position. Section 2. Each year a mid -year review is conducted of the Temecula Redevelopment Agency (RDA) operating budget. Section 3. That the mid -year review has been completed and the recommended adjustments are reflected in the scheduled attached hereto as Exhibit A. Section 4. That the Fiscal Year 2010-11 RDA operating budget is amended in accordance with the attached schedules. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Redevelopment Agency of the City of Temecula this 22nd day of February, 2011. Michael S. Naggar,Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: Susan W. Jones, MMC City ClerklBoard Secretary Exhibit A Temecula Redevelopment Agency FY2010-11 Mid -Year Budget Affordable Income Housing Fund Capital Projects/Redevelopment Fund Debt Service Fund Temecula Redevelopment Agency Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-2011 - Mid Year Budget Affordable Income Housing Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 18,668,411 4,660,749 2,121,765 4,447,683 (213,066) -4.6% Total Expenditures 1,438,089 3,302,708 943,777 2,446,050 (856,658) -25.9% Excess of Revenues Over (Under) Expenditures 17,230,322 1,358,041 1,177,988 2,001,633 643,592 47.4% Capital Projects * 11,493,783 5,288,883 1,935,134 5,288,883 - 0.0% Excess of Revenues Over (Under) Expenditures and Capital Projects 5,736,539 (3,930,842) (757,146) (3,287,250) 643,592 Fund Balance, Beg. of Year Fund Balance, End of Year *Note: Programmed in the CIP Budget 19,302,677 25,039,216 25,039,216 25,039,216 25,039,216 21,108,374 24,282,070 21,751,966 Temecula Redevelopment Agency Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-2011 - Mid Year Budget Capital Projects/Redevelopment Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 1,822,586 1,249,356 6,728 1,197,213 (52,143) -4.2% Total Expenditures 7,133,768 2,850,924 586,978 2,798,743 (52,181) -1.8% Excess of Revenues Over (Under) Expenditures (5,311,182) (1,601,568) (580,250) (1,601,530) 38 0.0% Capital Projects * 416,513 458,487 300,752 458,487 0.0% Operating Transfers Out (6,566,426) (84,432) (84,432) 0.0% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (12,294,121) (2,144,487) (881,002) (2,144,449) Fund Balance, Beg. of Year 9,683,932 (2,610,189) (2,610,189) (2,610,189) Fund Balance, End of Year (2,610,189) (4,754,676) (3,491,191) (4,754,638) *Note: Programmed in the CIP Budget 38 Temecula Redevelopment Agency Summary of Revenues, Expenditures, and Changes in Fund Balances FY2010-2011 - Mid Year Budget Debt Service Fund 2009-10 2010-11 2010-11 2010-11 Proposed % Audited Current Year -to -Date Revised Increase Increase Actuals Budget Actuals Budget (Decrease) (Decrease) Total Revenues 16,600,519 16,426,727 7,936,097 15,770,811 (655,916) -4.0% Total Expenditures 15,722,422 15,606,851 8,312,329 14,993,310 (613,541) -3.9% Excess of Revenues Over (Under) Expenditures 878,097 819,876 (376,232) 777,501 (42,375) -5.2% Operating Transfers Out (4,730,980) (1,855,628) (153,362) (1,813,128) 42,500 -2.3% Excess of Revenues Over (Under) Expenditures and Operating Transfers Out (3,852,883) (1,035,752) (529,594) (1,035,627) Fund Balance, Beg. of Year 6,599,667 2,746,784 2,746,784 2,746,784 Fund Balance, End of Year 2,746,784 1,711,032 2,217,190 1,711,157 125 Temecula Redevelopment Agency Revenue Detail FY2010-2011 - Mid Year Budget All RDA Funds—Revenue Detail ACCT NO 165 AFFORDABLE HOUSING FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4015 -Tax Increment 4,136,815 1,982,445 4,100,600 3,939,000 (161,600) -3.94% 4060 -Miscellaneous 10,032 12/31/10 BUDGET - - 0.00% 4065+4545 -Investment Interest 131,052 37,322 105,041 91,955 (13,086) -12.46% 4066 -Loan Interest 28,427 95,297 4,800 95,297 95,297 0.00% 4072 -Sale of Property 314,635 7,936,097 1,215,000 - - 0.00% 4075 -Rental Income 143,000 6,728 149,000 149,000 - 0.00% 4076 -Reimbursements 133,922 306,108 172,186 (133,922) -43.75% 4077 -Forgivable Loan Repayment 15,528 6,701 245 245 0.00% 4800 -Bond Proceeds 13,755,000 - - 0.00% TOTAL AFFORDABLE HOUSING FUND 18,668,411 2,121,765 4,660,749 4,447,683 (213,066) -4.57% ACCT NO 280 REDEVELOPMENT FUND FY 09-10 ACTUAL REVENUE FY 10-11 YTD @ 12/31/10 FY 10-11 CURRENT BUDGET FY 10-11 MID YEAR ESTIMATES $ CHANGE % CHANGE 4051 -Donations 1,000 500 CURRENT 500 500 0.00% 4060 -Miscellaneous Non Taxable 5,489 12/31/10 BUDGET - - 0.00% 4065+4545 -Investment Interest 38,297 3,828 29,556 6,933 (22,623) -76.54% 4075 -Rental Income 4,800 2,400 4,800 17,280 12,480 260.00% 4090 -Operating Transfers In 1,773,000 7,936,097 1,215,000 1,172,500 (42,500) -3.50% TOTAL REDEVELOPMENT FUND 1,822,586 6,728 1,249,356 1,197,213 (52,143) -4.17% ACCT FY 09-10 FY 10-11 FY 10-11 FY 10-11 ACTUAL YTD @ CURRENT MID YEAR NO 380 DEBT SERVICE FUND REVENUE 12/31/10 BUDGET ESTIMATES $ CHANGE % CHANGE 4015 -Tax Increment 16,547,259 7,929,779 16,402,400 15,756,000 (646,400) -3.94% 4065+4545 -Investment Interest 53,260 6,318 24,327 14,811 (9,516) -39.12% TOTAL DEBT SERVICE FUND 16,600,519 7,936,097 16,426,727 15,770,811 (655,916) -3.99% Item No. 19 TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Agency Members FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Grant Deed for the transfer of Agency owned property known as the Town Square Market Place from the Agency to the City of Temecula PREPARED BY: Katie Innes, Assistant Planner RECOMMENDATION: That the Members of the Redevelopment Agency approve the Grant Deed for the transfer of Agency owned property, known as the Town Square Market Place, from the Redevelopment Agency to the City of Temecula. BACKGROUND: As part of the Civic Center Master Plan, a future development opportunity exists for an approximately 52,000 square -foot commercial and office development, known as the Town Square Market Place. The Town Square Market Place properties surround the existing Town Square along the reconfigured Main Street in Old Town. The Redevelopment Agency currently owns the Town Square Market Place properties and has been involved in on-going negotiations for the future development of the property. It was the Agency's intent to enter into a long-term ground lease with a preferred developer. Conveyance of the property from the Agency to the City is authorized by Health and Safety Code Section 33220 that authorizes the City to acquire property from the Agency, with or with compensation, for development in accordance with the Redevelopment Plan. The City has the authority to enter into a long-term ground lease with a preferred developer in accordance with the Redevelopment Plan. On January 10, 2011, the state budget proposed by Governor Jerry Brown called for the elimination of redevelopment agencies throughout California. The transfer of the Town Square Market Place properties from the Redevelopment Agency to the City of Temecula would allow for the properties to be protected from potential obligatory sale due to the elimination of the Redevelopment Agency if the governor's budget is approved and the elimination of redevelopment agencies occurs statewide. This will ensure that the properties are developed consistently with the Civic Center Master Plan. FISCAL IMPACT: The transfer of the Town Square Market Place properties from the Redevelopment Agency to the City represents the transfer of land valued at approximately $3,000,000. ATTACHMENTS: Grant Deed Recorded Parcel Map showing the Town Square Market Place Properties (Parcels 4, 5, 6 &7) Recording Requested by, and When Recorded, Return to' City of Temecula 41000 Main Street P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk Exempt from Recording Fees Pursuant to California Government Code Section 6103 GRANT DEED The undersigned grantor declares that documentary transfer tax is $0.00 because this transaction is exempt from documentary transfer taxes under California Revenue and Taxation Code Sections 11911 and 11922. FOR A VALUABLE CONSIDERATION, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic hereby GRANTS to the CITY OF TEMECULA, a municipal corporation, the land evidenced by OFFICIAL MAP NO. 2008- 0270686, parcels 4, 5, 6, and 7 located in the City of Temecula, County of Riverside, State of California described on Exhibit "A" attached hereto and all improvements thereon. Said property shall be developed in accordance with the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan"). Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. February 22, 2011 REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ATTEST: By: By: Mike S. Naggar, Susan W. Jones, MMC, Redevelopment Agency Chairperson City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney EXHIBIT "A" LEGAL DESCRIPTION OF LAND THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA, DESCRIBED AS FOLLOWS: THAT CERTAIN PARCELS OF LAND SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING PARCELS 4, 5, 6 AND 7, OF THE OFFICIAL MAP NO. 2008-0270686, RECORDED IN BOOK 1, AT PAGES 20 THROUGH 22, INCLUSIVE, OF OFFICIAL MAPS IN THE OFFICE OF THE COUNTY RECORDER, OF SAID RIVERSIDE COUNTY. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Office of the City Clerk 41000 Main Street Temecula, CA 92590 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the grant deed dated February 22, 2011 from the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, to the City of Temecula, a municipal corporation, is hereby accepted by order of the City of Temecula City Council made on February 22, 2011, and the grantee consents to the recordation thereof by its duly authorized officer. February 22, 2011 City of Temecula By: Shawn D. Nelson, Executive Director ATTEST: By: Susan W. Jones, MMC City Clerk/Agency Secretary APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney C.14 - NUMBER CF PARCELS = 7 NUMBER OF LETTERED LOTS = 2 GROSS AREA = 0.638 AC. NET AREA = 5.286 AC. RESOLUTION NO. 08-27 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING AN OFFICIAL MAP AND SUBDIVIDING PORTIONS OF BLOCKS 4, 6, 0, 7, 18 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOOK 18, PAGE 728 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. flailing'. The City Councll dcee hereby find determine and declare that A. Division 3 of Title 7 of the Caltfornia Government Code authorizes the City Council to direct the City Engineer to cause to have an Official Map prepared of portione of the City; B. The City Engineer hes been directed by the City Council to have an Official Map prepared pursuant to said DIvlslon 3 of Title 7 of the California Government Code; C. Under the direction of the City Engineer, a field eurvey was done and an Official Map prepared by William L. Green, a licensed surveyor, number LS 4647; D. The City of Temecula owns portions of land In fee In Blocks 4, 5, S, 7, 19 and 20 ae ehown on the mep of the Town of Temecula in Book 16, Page 726 Records of San Diego County, California; E. Said Official Map eatabllehos parcels of Iand owned by the City of Temecula In fee; F. Said Official Map establishes new rights-of-way for the reconfiguration of Main Street Into a new 'U" shaped allgnment as set forth In the attached Official Map; 0. Said Official Map abandons a portion of the Main Street midway between Old Town Front Street and Mercedes Street towards the east, ending at Interstate 16 (the California Department of Transportation's ('Caltrans") right-of-way); H. Said Official Map abandons a portion o1 Third Street, east of Mercedes Street; and I. Said Official Map abandons the rights to the easement, Identified as Easement "A' on the attached Official Map, which was reamed for any public utilities within 'he abandoned portions of Main Street as vacated by a document recorded April 23, 1976 as inetrument No. 48494 of Official Records; J. Said Official Map abandons the rights of easement, Identified as Easement Nate 'B' on the attached Official Map, which was reserved for any public utilities within the abandoned portions of an alley In Block 20 as vacated by a document recorded February 22, 1980 as Instrument No. 36286 of Official Records; K. Said Official Map abandons the rights of easement, Identified as Easement Note 'E" on the attached Official Map, which was reserved for any public utilities within the abandoned portions of an alley ao vacated by a document recorded April 23, 1979 ae instrument No. 80863 of Official Records; L. Sald Official Map abandons the rights of easement, Identified as Easement Note 'F' on the attached Official Mop, which was reserved for any pubflc utilities within the abandoned portions of Second Street as vacated by a document recorded Juty 16, 1984 as Instrument No. 163463 of Official Records; M. Said Official Map abandons the rights of easement, Identified as Easement Note "G" on the attached Official Map. which was reserved for any publlo utilities within the abandoned portions of an Mercedes Street ae vacated by a document recorded May 20, 1980 aa Instrument No. 84502 of Official Records; and N. Said Official Map consolidates multiple smaller blocks to create seven (7) larger percale. Section 2. Approval of Offletat Map. The City Council hereby approves, adopts end certifies the map 000818Ung of three (3) sheets attached hereto as the Official Map In accordance with the provielone of Division 3 of Tltro 7 of the California Government Code for the uses and purposes therein named. Section 3. Dedication to Pubtlo. The City of Temecula hereby dedicatee to the public for use Lot A (Mercedes Street) and Lot B (Main Street) as shown on this map that le approved and adopted as an Official Map. Belton 4. CerltftoaaUgn. The City Clerk of the City of Temecula Is hereby directed to certify to the adoption of We Resolution attested by the official seal of the City of Temecula. IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OFFICIAL VAP BEING A SUBDIVISION OF PORTIONS CF BLOCKS 4, 5, 6, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOCK( 15, PAGE 726 RECORDS OF SAN DIEGO CCUNTY, CALIFORNIA. ■ . . ■ co Ns ULTIN❑ MAY, 2007 PASSED, APPROVED, AND A00PTED by the City Counc.I of the Crty of Temecula this 260 day of Februery, 2008. Wehrle! S. Nagger, Mayor u.� n Edwards, Mayor Pro Tom ouncit Member Cl ATTEST: (SEAL] Coyncil Member on, Coun01' Member STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) se CITY OF TEMECULA ) I, 8uean W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Roeo'.ution No. 08-27 was duly and regulart• adopted, and signed by a majority of the members of the City Council of the City of Temecula and the Mayor as prooiding officer of sold body at o meeting thereof held on the 28 day et February, 2008, by the following vote: AYES: 4 COUNCIL MEMBERS: Comerchero, Edwards, Washington, Naggar NOES: 0 ABSENT: 1 ABSTAIN: 0 COUNCIL MEMBERS: COUNCIL MEIV COUNCIL MEMBERS: None Roberts None SHEET 1 OF 3 SHEETS RECORDER S STATEMENT FILED THIS �v-1)DAY OF2008• AT g A M. IN BOOK 1 OF OFFICIAL MAPS, AT PAGE c70- 9.9 , AT THE REQUEST CF THETx CLER,< CITY OF' TEMECULA NO. v - -0g11016 (0 FEF LARRY W. WARD, COUNTY ASSESSOR - CLE K-RECORDE�RR ' BY: LU ��µ .L'. -''-O I(f EPUrY SUBDIVISION GUARANTEE BY: FIRST AMERICAN TITLE COMPANY SURVEYOR'S STATEMENT 1 HEREBY STATE THAT THIS OFFICIAL MAP HAS BEEN PREPARED BY ME OR UNDER MY SUPERVISION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCES AT THE REQUEST OF THE CITY ENGINEER IN MAY 2007, THAT IT COMPLIES WITH SECTION 66499.52 AND DIVISION 3 OF TITLE 7 OF THE CALIFORNIA GOVERNMENT CODE, OFFICIAL MAPS PROVISION OF THE SUBDIVISION MAP ACT, AND THAT ALL PROVISIONS OF APPLICABLE STATE LAW//AND CITY REGULATIONS HAVE BEEN COMPLIED WITH. l DATED: r f,2 00 / RC1 re.i• .4 411111r WILLIAM 1.. GREEN, L.S. 4547 EXPIRES: 9-30-08 CITY ENGINEER'S STATEMENT I HEREBY STATE THAT THIS MAP WAS PREPARED AS DIRECTED BY THE CITY COUNCIL OF THE CITY OF TEMECULA AND HAS BEEN EXAMINED BY ME OR UNDER MY SUPERVISION AND THAT IT COMPLIES WITH DIVISION 3. OFFICIAL MAPS, OF THE SUBDIVISION MAP ACT OF THE STATE OF CALIFORNIA,THAT ALL PROVISIONS OF APPLICABLE STATE LAW AND CITY REGULATIONS HAVE BEEN COMPLIED WITH, AND THAT I AM SATISIFIEO THIS MAP IS TECHNICALLY CORRECT. a�L A y DATED: 2008. �KaT �flf DANIEL A.IYORK, PE 43212 LS 7962EXP. 03/31/0,8',o CITY ENGINEER CITY OF TEMECULA 4/25/Da 8:04 am MONUMENT NOTES 0 INDICATES SET 1" IP W/TAG "LS 4547" • INDICATES FOUND MONUMENTS AS REFERENCED AND NOTED HEREON. i1 GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. • GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. �3 GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. ® GEAR SPIKE AND WASHER "LS 7161", FLUSH, PER R1. L5 GEAR SPIKE AND WASHER "LS 7181", FLUSH, PER R1. [] 1"IP W/NAIL AND TACK, ILLEGIBLE, DOWN 0.1', ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". Q 1"IP W/NAIL AND TACK, ILLEGIBLE, DOWN 0.35', ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". 8❑ 1"IP W/PLASTIC PLUG ANO TACK, ILLEGIBLE, FLUSH, ACCEPTED AS CENTERLINE INTERSECTION PER R1, RESET TAG "LS 4547". 9❑ 1"IP W/NAIL AND TAG "RCE 21914", UP 0.1', NO REFERENCE, MONUMENT IS N33°39'24"E 0.2' FROM RICHT OF WAY INTERSECTION. NOT ACCEPTED 1i 1"IP, OPEN, DOWN 0.7', NO REFERENCE, MONUMENT IS S32°45'21"'W 0.10' FROM RIGHT OF WAY INTERSECTION. 11 1"IP, OPEN, DOWN 0.25', ACCEPTED AS CENTERLINE INTERSECTION PER R1, SET TAG "LS 4547". 1© 1"IP, OPEN, UP 0.2'; ACCEPTED AS INTERSECTION OF WESTERLY I--15 RIGHT OF WAY LINE AND CENTERLINE OF MERCEDES STREET, SET TAG "LS 4547". 13 1"IP, OPEN, DOWN 0.3'; ACCEPTED AS INTERSECTION OF WESTERLY 1-15 RIGHT CF WAY LINE AND RIGHT OF WAY LINE OF MERCEDES STREET, SET TAG "LS 4547". 14 1"IP, OPEN, UP 0.1'; ACCEPTED AS INTERSECTION OF WESTERLY I-15 RIGHT OF WAY LINE AND CENTERLINE OF SECOND STREET, SET TAG "LS 4547". 15 1"IP W/NAIL AND TAG "RCE 21914",FLUSH; ACCEPTED FOR LINE ONLY AS POINT ON WESTERLY 1-15 RIGHT OF WAY LINE. 16 1"IP W/PLASTIC PLUG "CALIF DOT",FLUSH; ACCEPTED AS B.C. POINT ON WESTERLY I-15 RIGHT OF WAY LINE. 17 1"IP W/PLASTIC PLUG "RCE 22428", ACCEPTED AS CENTERLINE INTERSECTION PER R1. SURVEYOR'S NOTES 1. THIS OFFICIAL MAP CONTAINS 6.636 ACRES. 2. THIS OFFICIAL MAP CONTAINS 7 PARCELS. ( ) INDICATES RECCRD DATA PER REFERENCES LISTED HEREON. R1 = CORNER RECORD # 01-40. R2 = RSB 63/31-32. R3 = TOWN OF TEMECULA TRACT, M.B. 15/726 SO CO. R4 = CALTRANS RIGHT OF WAY MAP # 913564 R5 = RSB 124/99 IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA OFFICIAL V AP BEING A SUBDIVISION OF PORTIONS OF BLACKS 4, 5, 6, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN CF TEMECULA IN BOOK 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. • CONBU LTINO MAY, 2007 BASIS OF BEARINGS NOTE THE BASIS OE BEARINGS FOR THIS SURVEY IS THE CALIFORNIA COORDINATE SYSTEM, ZONE VI, NA083 (EPOCH 2004.0) AS DETERMINED LOCALLY BY A LINE BETWEEN CONTINUOUS OPERATING REFERENCE STATIONS (CORS) BILL AND BMRY BEING N10 -16-19.93E AS DERIVED FROM GEODETIC VALUES PUBLISHED BY THE CALIFORNIA SPATIAL REFERENCE CENTER (CSRC) AND/OR NATIONAL GEODETIC SURVEY (NGS), RESPECTIVELY. ALL DISTANCES SHOWN ARE GROUND DISTANCES, UNLESS OTHERWISE NOTED. GRID DISTANCES MAY BE OBTAINED BY MULTIPLYING GROUND DISTANCES BY 0.9999108100. EASEMENT NOTE AO EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF MAIN STREET VACATED DY DOCUMENT RECORDED APRIL 23, 1975 AS INSTRUMENT NO. 46491 OF OFFICIAL RECORDS. qD qD OD EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF AN ALLEY IN BLOCK 20 VACATED BY DOCUMENT RECORDED FEBRUARY 22, 1980 AS INSTRUMENT NO. 35285 OF OFFICIAL RECORDS. EASEMENT FOR SOUTHERN CALIFORNIA GAS COMPANY FOR UTILITY PURPOSES RECORDED NOVEMBER 4, 1964 AS INSTRUMENT NO. 133223 OF OFFICIAL RECORDS. EASEMENT FCR EASTERN MUNICIPAL WATER DEPARTMENT FOR UTILITY PURPOSES RECORDED AUGUST 14, 1974 AS INSTRUMENT NO. 104309 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF ALLEYS VACATED BY DOCUMENT RECORDED APRIL 23, 1979 AS INSTRUMENT NO. 80863 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF SECOND STREET VACATED BY DOCUMENT RECORCED JULY 16, 1984 AS INSTRUMENT NO. 153483 OF OFFICIAL RECORDS. EASEMENT RESERVED FOR ANY PUBLIC UTILITIES WITHIN ABANDONED PORTIONS OF MERCEDES STREET VACATED BY DOCUMENT RECORDED MAY 20, 1980 AS INSTRUMENT NO. 94502 OF OFFICIAL RECORDS. SHEET 2 OF 3 SHEETS BMRY 2294707.359 GRID 6338884.734 JOINED PIPES W/ STD. SURVEY SCREW IN TOP 1411861,1 0\s IP AO* PROJECT SITE k45.29 (73o:3 4r VICINITY AND HORIZONTAL SURVEY CONTROL MAP NUT TO SCALE ABANDONMENT NOTE BILL 2154994.462 GRID 6313564.613 JOINED PIPES W/ STD. SURVEY SCREW IN TCP PURSUANT TO SECTION 66434(g) AND 66499.20 1/2 OF THE SUBDIVISION MAP ACT, THE APPROVAL AND RECORDATION OF THIS OFFICIAL MAP CONSTITUTES ABANDONMENT OF TIE FOLLOWING STREETS AND ALLEYS AS SHOWN ON THE MAP OF TOWN OF TEMECULA IN 800K 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY: THOSE PORTIONS OF MAIN STREET LYING WITHIN PARCELS 1, 3, 5 AND 7. THAT PORTION OF THIRD STREET LYING WITHIN PARCEL 2. SIGNATURE OMISSION NOTE PURSUANT TO SECTION 66436 OF THE SUBDIVISION MAP ACT, THE SIGNATURES CF THE FOLLOWING EASEMENTS HAVE BEEN OMITTED: SOUTHERN CALIFORNIA GAS COMPANY, HOLDER OF AN EASEMENT FOR UTILITY PURPOSES RECORDED NOVEMBER 4, 1964 AS INSTRUMENT NO. 133223 OF OFFICIAL RECORDS, EASTERN MUNICIPAL WATER DEPARTMENT, HOLDER OF AN EASEMENT FOR UTILITY PURPOSES RECORDED AUGUST 14, 1974 AS INSTRUMENT NO. 104309 OF OFFICIAL RECORDS. PACIFIC TELEPHONE AND TELEGRAPH COMPANY, HOLDER OF AN EASEMENT FOR POLES, ANCHORS, AND INCIDENTAL PURPOSES RECORDED SEPTEMBER 21, 1917 IN BOOK 470, PAGE 14 OF DEEDS. (NOT PLOTTABLE) y SHEET 3 OF 3 SHEETS 60 0 60 120 180 SCALE: 1"=60' N39'23'039 639'25'02"W 763.00' 0439.2511 783.63' R4) ' 493,88' SEARCHED, FOUND NOTHING, ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 7 & 17 (N45'31'14.8 (N45.30'45'14 N45.32'22'W 380.28' 360.21' RI 380.09' R2 380.17' R5 b rn �m rn N45'29'30"W 369.98'R5 N45'30'01'111 360.00'01 5'31'04'W 359.98 730.18' 82) 730.28' 81) 730.26' 179.99' 389.97' (370.04' RI) OLD 2.3 IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA N39'25'0214 269.42' OFFICIAL IV AP BEING A SUBDIVISION OF PORTIONS OF BLOCKS 4, 5, 8, 7, 19 AND 20 AS SHOWN ON THE MAP OF THE TOWN OF TEMECULA IN BOOK 15, PAGE 726 RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. SEARCHED, FOUND NOTHING. ■ ■ • • CONSULTING MAY, 2007 PROCEDURES OF SURVEY N54'40'31'E /r TRS-- 24 o - -I- 25 I 26 1 27 4 28 29 _30 L 31 1 - r 32 L -}--4'1.'2" 8 /.2.14 I ' 126 J q''�Z 50.6416 27 ..1.%519°. La876 I. SEE SHEET 2 FOR MONUMENT NOTES, SURVEYOR'S NOTES, BASIS OF BEARINGS AND VICINITY MAP. (370.09' R2) 17� - 18 '"� - 19 20 1,8. 21 Ii 22 I 23 N45 32 22 W 189.97 114.98' tl n 189.98' ESTABLISHED I-15 RIGHT OF WAY BY HOLDING TANGENT BETWEEN FOUND POINTS 0 15 AND 16 TO THE NORTHWEST AND CREATING A TANGENT CURVE THROUGH FOUND POINTS N 12, 13 AND 14 TO THE SOUTHEAST, PER R4. N67'49'13"E TRT { N45'32'07'1 PARCEL 5 p PI 11 50_4.248 AC1R0ES I- 3- 2f -(R PRC19 _ 5i I' 18'W 189.99' 8 -Z r N47-TOTV"J 179.99' TOWN ESTABLISHED SOUTH LINE BY PROPORTION SEARCHED, FOUND NOTHING, ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 3 & 4 (N45'30'01'W 389.90'R1) N45'31'04'4 369.98' 189.99' FRONT Ifo 30' 30' 17 18 2 PARCEL_6 / 20 ;0.225 ACRES .D N4s 31'18'W 88.19' PARE( 7Z4. --8--Ds 299iZ0"E 73 0.225 ACRES 24 t(49- N45'31'18'1T I130.01' '.4. 25 8 ESTABLISHED SOUTH LINE 9 BY PROPORTION 0 645'32'07"W 550.01' q 16 17 1°L ▪ 30' 18 I I ^1 15 _SEARCHED, MUM S8 FOI 14 NOTHING, ESTABLISHED iG BY PROPORTION BETWEEN 1 VI - -Fan) " 13 -FOMONUMENTS 7 k 8 N NI -ESTABLISHED d c WESTERLY OF P J N45'29'40.8 370.04' 190.02' STREET LINE 10' ALLEY SEARCHED, FOUND NOTHING. ESTABLISHED BY PROPORTION BETWEEN FOUND MONUMENTS 2 & 3 (370.02' 81) -- - 180.02' 645.29'40"W 730.12' (N45'29'02'W 730.10' R1) 16 15 DATA TABLE 1 G I BEARING/OR.TA) RADIUS , LENGTH 1 58'45'35 35.00 35.89' 2 N44'28'58"E -- 116.23' 3 160'00'00" 75.00' 235.62' 4 644'28'58"E -- 118.28' 5 N45'31'16.8 -- 30.08' 6 N59'35'44"E -- 92.38' 7 N44'28'56'E - 86.22' 8 80'29'36" 97.00' 102.41' 9 60'30'24' 97.00' 102.44' 10 N44'28'56'8 -- 86.20' 11 N44'28'56"E - 86.27' 12 180.00'00" 53.00' 186.50' 13 644'28'38"E - 86.24' 14 N45'32'07'6 -- 53.00' 15 58'44'29' 36.00' 35.88' 16 N45'32'22'6 -- 92.98' 17 N45'32'07"W - 83.00' 18 N45'30'52'8 -- 7.94' 19 644'28'80"E - 115.30' 20 N44'35'02'8 - 85.75' 21 N44'35'02"E - 30.00' 22 N45'32'22'8 - 53.00' 23 90'00'31" 75.00' 117.82' 24 89'59'29' 75.00' 117.80' 25 17'42'05" 97.00' 29.97' 26 42'47'31" 97.00' 72.44' 27 41'40'18' 97.00' 70.55' 28 18'60'08' 97.00' 31.89' 29 N83'13'09.8 (8) -- 30 30 N26'40'66'1 (8) - N45'29'40'W 380.08' (380.08' R1 - BASIS OF BEARINGS (SEE SHEET 1) 730.055' GRID HORIZONTAL SURVEY CONTROL a N71'10'38'E -TRT--N • 11113 147.17 N45'31'16'W 1077.17' Ks!N m WI *TIE H:\POATA\15101506\CADO\MAPPING\5060M003.DWG JDUQUET7E 4/25/08 8:06 am AGENCY BUSINESS Item No. 20 Approvals City Attorney Director of Finance City Manager Rief— ,;& 00L TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Agency Members FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Overview of Temecula Redevelopment Agency programs and benefits to the community PREPARED BY: Luke Watson, Management Analyst RECOMMENDATION: Receive and File BACKGROUND: On Monday, January 10, 2011, Governor Jerry Brown released his proposed budget for Fiscal Year2011-2012. In order to overcome a projected $25.4 billion funding gap for the remaining months of this current fiscal year and next fiscal year, the Governor has proposed over $12.5 billion in program cuts and extensions of tax increases to close the budget gap. One major proposal which will adversely impact local jurisdictions statewide is the complete elimination of local Redevelopment Agencies. Loss of this locally generated revenue source, if successful, will be devastating to the local Temecula economy and jeopardize the current fragile economic recovery Redevelopment is a substantial stimulus to the local economy Redevelopment in Temecula has been an economic engine for the City since incorporation in 1989. The Redevelopment Agency has successfully leveraged $130 million in locally generated tax revenue to create over $1.6 billion in private investment for commercial, industrial development and affordable housing. This investment has created approximately 1,741 new jobs in Temecula. With the elimination of the Temecula Redevelopment Agency as an economic engine, there would be one less tool the City would have to help stimulate the local economy. Redevelopment keeps local taxes local Every dollar in property tax increment that is generated by the existence of the Temecula Redevelopment Agency is a tax dollar that is required by law to be retained by the Redevelopment Agency and used within the City of Temecula, as opposed to those property tax dollars being absorbed by County and State. If the Temecula Redevelopment Agency did not exist, ninety-five percent (95%) of all of the property taxes generated in the Redevelopment Project Area would be transferred automatically to State and County taxing entities to be used at their discretion with no local control of how the money is spent. The Temecula Redevelopment Agency does not have Eminent Domain authority Much of the controversy surrounding Redevelopment is the concept that the Redevelopment Agency can condemn (eminent domain) private property for private development. The Temecula Redevelopment Agency, which was formed in 1988, has never had eminent domain authority. All real estate transactions completed by the Temecula Redevelopment Agency have been through voluntary negotiations between property owners and the Redevelopment Agency. Private property owners are compensated at fair market value and only if they agree to sell their property to the Redevelopment Agency. Projects funding by the Temecula Redevelopment Agency The Temecula Redevelopment Agency has invested over $87 million dollars in completed capital improvements. The following are just a few of the projects funded by the Temecula Redevelopment Agency: • Cal State San Marcos in Temecula • Rancho California Bridge • 1 s` Street Bridge • Winchester Interchange • Street improvements throughout the project area including Old Town street improvements • Abbot Vascular, Inc. East Campus Expansion • Temecula Old Town Community Theatre • Old Town Parking Structure • Promenade Mall Expansion Parking Structure • Auto Mall Sign • Temecula Senior Center • Sam Hicks Park in Old Town • History Museum • Senior Center • Old Town Square • Downtown Community Wi-Fi • Children's Museum • Facade Improvement Program • Old Town Promotional Events Residential Improvement, First Time Homebuyer, and Affordable Housing Programs Since 1989 the Temecula Redevelopment Agency has invested over $35 million to improve 410 existing home with loans and grants to residential property owners, provide down payment assistance to first time homebuyers, and create over 500 new affordable residential dwelling units. If the State is successful in eliminating the Redevelopment Agency there is currently no other source of funding to fund these much needed housing programs our citizens have relied on for over 20 years. Redevelopment Creates Jobs and Promotes Economic Expansion Redevelopment has a direct and lasting negative positive impact on the Temecula economy as well as the entire California economy and job creation. • Redevelopment activities statewide support an average of 304,000 full- and part-time private sector jobs in a typical year, including 170,600 construction jobs. • The Temecula Redevelopment Agency's Investments have provided approximately 1,741 jobs. • Redevelopment contributes over $40 billion annually to California's economy in the generation of goods and services, including increasing the state's construction sector output by about $19 billion. • Redevelopment construction activities generate $2 billion in state and local taxes in a typical year. The Redevelopment Agency does NOT take away tax revenue from Temecula schools Contrary to misinformation from the State, local redevelopment agencies to not divert much needed funding from local schools and other taxing entities. In fact, at least half the of the taxes generated from the Temecula Redevelopment Agency are distributed to local schools, the County, the Rancho California Water District and other taxing entities. These agencies receive the proportionate amount of tax revenue they would receive if the Redevelopment Agency did not exist. In fact, Temecula Valley Unified School District will receive $1.8 million in the current fiscal year from the Redevelopment Agency and a total of $13.8 million since 1989. This money is designated specifically for capital improvements, specifically new construction of needed facilities by the School District. Operations of public schools are funded 100% by the State of California. All school districts are apportioned the same amount of funding based on number of students. The $1.8 million in tax revenue from the Redevelopment Agency is separate and apart from money provided by the State. If the Redevelopment Agency is eliminated the School District could lose this annual funding source, thereby jeopardizing much needed funding for capital improvements which the State funding does not cover. The Temecula Redevelopment Agency not only benefits Temecula Unified School District, but the Redevelopment Agency has leveraged over $3.1 million in Agency assistance to attract and construct improvements for a satellite campus of Cal State San Marcos. This satellite campus provides, high quality, four-year educational opportunities for hundreds of students in Temecula without having to leave our community. This program in turn helps to train a high quality workforce to meet the demands of companies located in Temecula CONCLUSION: Redevelopment has been an invaluable tool that has facilitated economic expansion and prosperity regardless of the health of the greater local and national economy. The termination of the Temecula Redevelopment Agency would eliminate a key local tool in stimulating the local economy with locally generated tax revenue. FISCAL IMPACT: If the Governor's budget proposal passes and Redevelopment is eliminated the Temecula Redevelopment Agency will lose a current revenue stream, not committed to debt service, of over $3.5 million dollars annually and no less than $63 million over the remaining 18 year life of the Redevelopment Agency. RDA PUBLIC HEARING Item No. 21 Approvals City Attorney Director of Finance City Manager TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Agency Members/Executive Director FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Owner Participation Agreement for a Mixed Use Affordable Housing Development located at 28693 Old Town Front Street (APN:922-046-010 & 011) PREPARED BY: Luke Watson, Management Analyst RECOMMENDATION: That the Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AGREEMENT BETWEEN THE AGENCY AND FRONT STREET PLAZA PARTNERS, INC. FOR PROPERTY LOCATED AT 28693 OLD TOWN FRONT STREET, TEMECULA BACKGROUND: Project Description The proposed development includes a 42,983 square foot mixed use project on .46 acres at the southwest corner of Old Town Front Street and Third Street. The project is proposed to be four (4) stories and built utilizing podium construction. The unit mix will consist of 25 units, 23 of which will be restricted at a low and moderate affordable income level while 2 units will be market rate. In addition, the development will include 15,640 square feet of retail, office, and restaurant. Retail and restaurant space will be located on the ground floor while office space will be located on the third floor. Estimated affordable rents for the project are as follows: Unit Type SF Units $/Month One -Bedroom Flat @ 60% AMI 700 4 $727 One -Bedroom Flat @ 110% AMI 700 6 $1,095 One Bedroom Flat @ Market Rate 700 2 $1,095 Two -Bedroom Townhome @ 60% AMI 920 4 $808 Two -Bedroom Townhome @ 110% AMI 920 9 $1,295 Agency Assistance Over the past several months, Agency Staff has been working with Front Street Plaza Partners, Inc. to determine the amount of Agency assistance needed to develop this project. In order to assist staff with this evaluation, the Agency contracts with Keyser Marston Associates Inc. ("KMA") as a third party analyst to review the developer's construction and rent estimates. The total cost of the proposed project, with land is estimated to be $10.606 million or $248 per square foot. The pro forma analysis prepared by KMA demonstrates an Agency financial contribution of $4 million or $174,000 per unit. Owner Participation Agreement The Owner Participation Agreement ("OPA") establishes the terms and conditions surrounding the development of the project. This property will have a 55 -year covenant restricting rent levels available to households earning no more than 60% (low) and 110% (moderate) of the median income for twenty-three (23) of the twenty-five (25) total units. The Agency financial contribution will be recorded as a silent second trust deed for the 55 -year term. No payment of principal or interest will be required. However, if there is a violation of the OPA, the Agency can require full payment of the grant. CONCLUSION: The project developer has an excellent track record on previous projects in which the developer partnered with the Agency. In addition to providing affordable housing, this will be the first development the Agency has participated in that will include market -rate units. This development will further revitalize the Old Town district and continue to set high standards for all new market -rate development in the area. FISCAL IMPACT: The Agency's total contribution for the project is $4 Million. It is proposed that the Agency utilize a portion of the remaining 2010 Tax Allocation Bond proceeds to fund this development. Currently the remaining proceeds balance of the 2010 Tax Allocation Bonds is $6 million. The entire $4 million Agency contribution will be funded upon the issuance of a Certificate of Occupancy at the completion of construction and will be used to pay down a portion of the developer's construction loan. ATTACHMENTS: Resolution RDA Owner Participation Agreement KMA Pro Forma Elevations RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AGREEMENT BETWEEN THE AGENCY AND FRONT STREET PLAZA PARTNERS, INC. FOR PROPERTY LOCATED AT 28693 OLD TOWN FRONT STREET, TEMECULA THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91- 15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. These ordinances are codified at Chapter 2.52 of the Temecula Municipal Code. C. The Owner Participation Agreement (collectively "Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended. The specific purpose of the Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by providing a conditional commitment to fund a Conditional Grant that will be used to pay part of a construction loan for, and thereby facilitate the construction of twenty-five (25) units of which twenty- three (23) will be restricted as affordable. The make-up of the affordable units will -1- be, ten (10) one -bedroom units and thirteen (13) two-bedroom townhome apartments for persons of low, very low, and moderate income as defined in Section 50093 of the California Health and Safety Code (i.e. to families earning up to 120% of Riverside median income)on the Site located at 28693 Old Town Front Street, Temecula, and thereby increase the supply of affordable housing in the City (the "Project"). Eight (8) of the 25 units will be restricted to rents affordable to persons of low income. D. The Agreement are also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide low and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Owner's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. E. On February 22, 2011 the Agency duly noticed and held a joint public hearing before the City Council of the City of Temecula and the Board of Directors of the Redevelopment Agency of the City of Temecula concerning the approval of the proposed Owner Participation Agreement with Owner. F. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for low and moderate income residents. G. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area. H. The redevelopment of the Project site as provided in the Agreement is consistent with the City's General Plan and the Old Town Specific Plan. I. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that the Agreement are in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. J. The Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at affordable housing costs to persons and families of low to moderate income, including lower income and very low income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of persons and families of low or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. No other reasonable means of private or commercial financing for the new low and moderate income units of the Project is reasonably available to the Agency or the Owner at the same level of affordability and quantity provided by the Agreement. Additionally, while the funds from the Agency's Low and Moderate Income Housing Fund being used assist in the development of the Project do not exceed fifty percent (50%) of the cost to produce the units of the Project, the Agency finds, based on substantial evidence in the record, that the Agency and the Owner have made a good faith attempt but have been unable to obtain commercial or private means of financing the units at the same level of affordability and quantity as provided for the Project. E. Owner proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to low to moderate income households. F. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. G. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of low and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very low income, lower income and median income households. Under this Agreement, the Agency will provide assistance to the Project and monitor its construction and compliance with the conditions of this Agreement to the extent of carrying out routine governmental functions, performing conventional activities of a lender with respect to the financing, and imposing constitutionally mandated or statutorily authorized conditions accepted by the Owner. H. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of low rent housing projects as contemplated under Article XXXIV of the State Constitution. Moreover, in Health and Safety Code Sections 37001 and 37001.5, the Legislature determines that certain activities of public agencies consistent with these purposes do not constitute the development, construction or acquisition of low income housing as used in Article XXXIV. I. The Agreement approved hereby is not subject to the provisions of Article XXXIV of the California Constitution. Section 3. The Agency hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 4. The approval of this Agreement by the Agency constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of low and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Additionally, the Project is: (1) consistent with the applicable General Plan designation and all applicable General Plan Policies as well as with applicable zoning designation and regulations; (2) the Project occurs within the city limits of the City of Temecula on a project site of less than five acres substantially surrounded by urban uses; (3) the Project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the Site can be adequately served by all required utilities and public services. Therefore, the Project is and "in -fill project" and is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15332 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The Executive Director of the Agency is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 5. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Owner Participation Agreement " by and Between Temecula Redevelopment Agency and Front Street Plaza Partners, Inc, and the Commitment Letter, with such changes in such documents as may be mutually agreed upon by the Owner and the Agency Executive Director as is in substantial conformance with the form of such Agreement and letter as presented to the Board and on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the Agency and the Commitment Letter. A copy of the final Agreement and Commitment Letter when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 6. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement, Loan Agreement, commitment letters, acceptances, escrow instructions, certificates of completion and such other documents, confirmations, or implementing agreements as contemplated or described in the Agreement. PASSED, APPROVED, AND ADOPTED by the Members of the Redevelopment Agency of the City of Temecula this 22nd day of February, 2011. Mike Naggar, Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11- was duly and regularly adopted by the Members of the Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: Susan W. Jones, MMC City Clerk/Board Secretary OWNER PARTICIPATION AGREEMENT THIS OWNER PARTICIPATION AGREEMENT ("Agreement") is dated as of February 22, 2011 (the "Effective Date") and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (the "Agency"), and FRONT STREET PLAZA PARTNERS, INC., a California corporation (the "Developer"). RECITALS This Agreement is entered into with reference to the following facts: A. Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California (being § 33000 et. seq. of the Health and Safety Code of the State of California). The purpose of this Agreement is to effectuate the Redevelopment Plan for the Riverside County Redevelopment Project Area No. 1988-1 (the "Project Area"), in the City of Temecula, California, by facilitating construction of improvements on real property within the Project Area, as more particularly described below. B. Developer owns the fee interest in certain real property in the Project Area located in the City of Temecula, County of Riverside, State of California, and more particularly depicted on Exhibit "A" attached hereto and incorporated herein by this reference (the "Site"). C. The specific purpose of this Grant Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by providing a conditional commitment to fund a grant that will be used to repay all or a portion of a construction loan for, and thereby facilitate the construction of, twelve (12) one -bedroom apartments, thirteen (13) two bedroom townhomes (each, a "Unit" and collectively, the "Units") on the Site, twenty-three (23) of which will be restricted to low/mod households at affordable rent, and thereby increase the supply of affordable housing in the City (the "Project"). D. The Agency desires to grant to the Borrower the sum of $4,000,000 from the Agency's affordable housing set aside funds, such grant to be disbursed in accordance with Section 6 of the Grant Agreement dated concurrently herewith between Agency and Developer (the "Grant Agreement"). Capitalized terms used but not defined herein shall have the meaning set forth in the Grant Agreement. E. The Project is in the best and vital interests of Agency and the City, and the health, safety and welfare of the residents and taxpayers in the City, and is in accord with the public purposes and provisions of applicable state and local laws. Construction of the Project will assist in the elimination of blight in the Project Area, provide additional jobs, and substantially improve the economic and physical conditions in the Project Area, and provide affordable housing in accordance with the purposes and goals of the Redevelopment Plan. F. A material inducement to the Agency to enter into this Agreement and make the Grant is the agreement by the Developer to construct the Project within a limited period of time, and the Agency would be unwilling to enter into this Agreement in the absence of an enforceable -1- 11087-000111325999v4.doc commitment by the Developer to commence and complete such construction within such period of time. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS Section 1.1 Definitions. The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: 1.1.1 Agency means the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California, with full power and authority to execute this Agreement. The principal office of the Agency is located at 41000 Main Street, Temecula, California 92590. 1.1.2 Agency Grant shall mean, collectively, that certain forgivable permanent conditional grant in the amount of $4,000,000 to be made by Agency to Developer for the purpose of re -paying the construction loan for the Project, which is to be evidenced by the Note and shall be forgiven upon the expiration of the term of the Regulatory Agreement provided Developer is not otherwise in default under this OPA or the Grant Documents. The Grant Agreement contains, among other things, the terms and conditions for disbursement of the Agency Grant. 1.1.3 Agreement means this Owner Participation Agreement. 1.1.4 Certificate of Satisfaction of Construction Obligations means a certificate described in Section 2.12, to be provided by the Agency to the Developer upon satisfactory completion of construction of the Project. 1.1.5 City means the City of Temecula, a municipal corporation, exercising governmental functions and powers, and organized and existing under the laws of the State of California. The principal office of the City is located at 41000 Main Street, Temecula, California 92590. 1.1.6 Deed of Trust shall mean the Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) executed by Developer in favor of Agency encumbering the Project that secures the Agency Grant. 1.1.7 Default has the meaning provided in Section 6.1. 1.1.8 Developer means Front Street Plaza Partners LLC, a California limited liability company. The principal office of the Developer for purposes of this Agreement is 41911 5th Street, Suite 302, Temecula, CA 92590 -2- 11087-000111325999v4.doc 1.1.9 Escrow Holder shall mean a title company proposed by Developer and reasonably approved by Agency. 1.1.10 General Contractor has the meaning provided in Section 2.8. 1.1.11 Grant Agreement shall mean the Grant Agreement between Agency and Developer dated concurrently herewith. 1.1.12 Grant Documents shall have the meaning ascribed to such term in the Grant Agreement. 1.1.13 Hazardous Materials means any chemical, material or substance now or hereafter defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "pollutant or contaminant," "imminently hazardous chemical substance or mixture," "hazardous air pollutant," "toxic pollutant," or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Site, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq. The term "Hazardous Materials" shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto in effect as of the date of the close of any escrow; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by-product material as defined at 42 U.S.C. § 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyl's; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Site, to adjacent properties, or to persons on or about the Site, (ii) which causes the Site to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Site requires investigation, reporting or remediation under any such laws or regulations. 1.1.14 Holder has the meaning provided in Section 3.2.2. 1.1.15 Improvements means the improvements comprising the Project that are described in the Scope of Development. 1.1.16 Note shall mean the promissory note evidencing the Agency Grant executed by Developer in favor of Agency. -3- 11087-0001\1325999v4.doc 1.1.17 Party means any party to this Agreement. The "Parties" shall be all parties to this Agreement. 1.1.18 Plans and Specifications means the plans and specifications approved by the City and the Agency for construction of the Improvements. 1.1.19 Protect means the improvement of the Site with the Improvements (for use as an affordable housing project) in accordance with the Plans and Specifications. 1.1.20 Project Area means the Riverside County Redevelopment Project Area No. 1988-1. 1.1.21 Redevelopment Law means the Community Redevelopment Law of the State of California (being § 33000 et seq. of the Health and Safety Code of the State of California. 1.1.22 Redevelopment Plan means the Redevelopment Plan for the Project Area. This Agreement shall be subject to the provisions of the Redevelopment Plan (which are incorporated herein by this reference and made a part hereof as though fully set forth herein). 1.1.23 Regulatory Agreement shall mean that certain Regulatory Agreement pursuant to which Developer agrees to rent the Units only to moderate (or lower) income households at an affordable rent. 1.1.24 Restrictive Covenant Period has the meaning provided in Section 4.1. 1.1.25 Scope of Development means the Scope of Development attached hereto as Exhibit "B" and incorporated herein by this reference. 1.1.26 Site means the land described on Exhibit "A" attached to this Agreement. ARTICLE 2. DEVELOPMENT OF THE SITE Section 2.1 Scope of Development. 2.1.1 Developer shall complete the Improvements in accordance with the Scope of Development, and the Plans and Specifications, and shall also complete such other amenities, landscaping and public improvements as are required by the City through the entitlement and permit process. Subject to force majeure delays as provided in Section 7.9 below, the Improvements shall be completed, ready for occupancy, and open for business no later than the date that is twenty-four (24) months after the Effective Date. 2.1.2 The Developer shall also comply with any and all applicable federal, state and local laws, rules and regulations, and any applicable mitigation measures adopted pursuant to the California Environmental Quality Act. Section 2.2 Agency's Right to Review Plans and Specifications. -4- 11087-000111325999v4.doc In connection with design of the Improvements, the Developer shall submit basic concept drawings, preliminary plans, landscaping plans, and final plans and specifications to the Agency for the Agency's review and approval, which review and approval shall not be unreasonably delayed or withheld. Concept drawings shall consist of all building elevations, rendered, at a scale of 1/=1'-0"; a site plan delineating all circulation patterns, parking areas, free standing and/or monument signage locations, and set backs; and a conceptual landscape plan, all on standard 36"x 24" sheets. Preliminary plans shall consist of the same plans in the same format in preliminary design status as identified in a standard American Institute of Architects design contract, with the addition of a material schedule/color board for the buildings, a plant material schedule for the landscape plan, and the dimensions and faces of all proposed signs. Final plans and specifications shall consist of the set of construction documents from which the Improvements will be constructed. The Developer shall construct the Improvements in compliance with the plans and specifications approved by the Agency. Section 2.3 Approval of Construction Plans. The Agency shall reasonably approve or disapprove such plans, drawings, and related documents referred to in Section 2.2 in a reasonably timely fashion but in no event, longer than forty five (45) days after the Developer submits such plans, drawings and related documents referred to in Section 2.2. In the event the Agency fails to approve or disapprove such plans, drawings and related documents within forty five (45) days after submittal by the Developer, the plans, drawings and related documents shall be deemed approved by the Agency. Any disapproval shall state in writing the reasons for disapproval. The Developer, upon receipt of a disapproval, shall revise such portion of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval and shall resubmit such revised portions to the Agency as soon as possible after receipt of the notice of disapproval. The Agency shall approve or disapprove such revised portions in the same manner as provided in this Agreement for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a reasonable time taking into consideration the scope and detail of the plans, drawings and documents submitted. All approvals or disapprovals to be made by the Agency pursuant to this Article 2 shall be made by the Executive Director of the Agency or the Executive Director's designated staff members, and such approvals or disapprovals are separate and apart from any other review and approval required by the City through the entitlement and permit process. Section 2.4 Changes in Construction Drawings. If the Developer desires to make any changes in the construction drawings and related documents after their approval by the Agency, the Developer shall submit the proposed changes to the Agency for its reasonable approval. The Agency shall approve or disapprove such changes in the same manner as provided in this Article 2 for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a reasonable time taking into consideration the scope and detail of the plans, drawings and documents submitted. The Developer shall revise any disapproved portions and resubmit them to the Agency as provided in this Article 2. Section 2.5 Cost of Construction. 11087-0001 \ 13 25 999v4. doc -5- The cost of constructing all Improvements and all public infrastructure improvements relating to the Project, or required by the City or Agency in connection with the Project, if any, shall be borne by the Developer, provided, however, that it is contemplated that the Developer will use the Agency Grant to assist in payment of the construction loan used to pay such costs. Section 2.6 Local, State and Federal Laws. The Developer shall carry out the construction of the Improvements in conformity with all applicable laws, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards. Developer agrees to indemnify, defend and hold Agency harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of Developer or its contractor(s) or agents to comply with such laws, rules or regulations. The Developer's indemnity obligations set forth in this Section 2.6 shall survive the termination or expiration of this Agreement. Section 2.7 Nondiscrimination During Construction. The Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements. ARTICLE 3. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS Section 3.1 Limitation As To Transfer of the Site and Assignment of Agreement. Prior to the Agency's funding of the Agency Grant, the Developer shall not (i) transfer its rights and obligations under this Agreement or (ii) sell, assign, transfer, encumber, pledge or lease the Project without the Agency's prior written consent, which consent may be granted or withheld at the sole and absolute discretion of the Agency. The Developer acknowledges that the identity of the Developer is of particular concern to the Agency, and it is because of the Developer's identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement in violation of the terms hereof. This prohibition shall not be deemed to prevent the (i) granting of easements or licenses to facilitate the construction of the Improvements or the development of the Site, (ii) any mortgage or deed of trust permitted by this Agreement, (iii) any space lease to a retail tenant entered into by the Developer in the normal course of business for improvements other than the Improvements, or (iv) assignment by Developer of its rights and obligations under this Agreement to an affiliate of Developer which is owned and controlled by Developer (as shown by evidence delivered and acceptable to Agency). Upon the Agency's funding of the Agency Grant, the Developer may transfer the Site and assign its interest in this Agreement to any transferee subject to the Regulatory Agreement and the other Grant Documents so long as such transferee agrees to assume and be bound by all of the covenants and conditions set forth in Article 4 of this Agreement. -6- 11087-000111325999v4.doc Section 3.2 Security Financing; Right of Holders. 3.2.1 No Encumbrances Except Mortgages, Deeds of Trust, or Other Conveyance for Financing For Development. 3.2.1.1 Notwithstanding Section 3.1 or any other provision herein to the contrary, mortgages, deeds of trust, sales and leaseback, or any other form of encumbrance or conveyance required for any reasonable method of construction and permanent financing are permitted but only for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project and/or any retail/commercial project on the Site (including reasonable and customary loan fees and costs, and other normal and customary project costs and/or tenant improvement costs). 3.2.1.2 The words "mortgage" and "deed of trust" as used herein include all other appropriate modes of financing commonly used in construction and land development. Any reference herein to the "holder" of a mortgage or deed of trust shall be deemed also to refer to a lessor under a sale and leaseback. 3.2.2 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure. Whenever the Agency shall deliver a notice or demand to the Developer with respect to any breach or default by the Developer under this Agreement, the Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement who has previously made a written request to the Agency for special notice hereunder (a "Holder"). No notice of default to the Developer shall be effective against any such Holder unless given to such Holder as aforesaid. Such Holder shall (insofar as the rights of the Agency are concerned) have the right, at such Holder's option, within thirty (30) days after receipt of the notice or such longer period as available to Developer, to cure or remedy any such default and to add the cost thereof to the debt secured by the lien of its security interest. If such default shall be a default which can only be remedied or cured by such Holder upon obtaining possession of the Site, such Holder shall seek to obtain possession of the Site with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default within a reasonable period of time as necessary to remedy or cure such default of the Developer. 3.2.3 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering the Site and the improvements thereon, or the right of Holders to pursue any remedies for the enforcement of any pledge or lien encumbering the Site; provided, however, that in the event of a foreclosure sale under any such mortgage, deed of trust or other lien or encumbrance, or sale pursuant to any power of sale contained in any such mortgage or deed of trust, the purchaser or purchasers and their successors and assigns, and the Site, shall be, and shall continue to be, subject to all of the conditions, restrictions and covenants of this Agreement and all documents and instruments recorded pursuant hereto. -7- 11087-000111325999v4.doc ARTICLE 4. USE OF THE SITE Section 4.1 Use. The Developer covenants and agrees for itself, and its successors and its assigns, that the Developer, such successors, and such assignees shall use the Site and every part thereof only for the construction of the Improvements thereon and the commercial/retail improvements on which the Improvements are to be located and, for fifty-five (55) years after the completion of construction of the Improvements (the "Restrictive Covenant Period"), the Improvements shall be used only for affordable rental housing, as required in the Regulatory Agreement. Section 4.2 Tenant Relocation. The Developer covenants and agrees for itself, and its successors and its assigns, that the Developer, such successors, and such assigns, shall take full responsibility for the relocation, if any, of tenants located within the Site, and shall pay all costs and expenses associated with such relocation as may arise from applicable federal and state laws and regulations, including, without limitation, the California Relocation Assistance and Real Property Acquisition statutes and guidelines as amended. Section 4.3 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors and assigns, and for every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, and the Developer (itself or any person claiming under or through the Developer) shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site or any portion thereof. Section 4.4 Form of Nondiscrimination and Nonsegregation Clauses. All deeds, leases or contracts entered into by Developer that relate to the Site or any portion thereof shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. -8- 11087-000IV 325999v4.doc Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 -9- 11087-000111325999v4.doc and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." Section 4.5 Regulatory Agreement. In order to insure the Developer's compliance with the use restrictions set forth in Section 4.1 hereof, a regulatory agreement ("Regulatory Agreement") shall be recorded against the Site prior to the recording of the Deed of Trust. The Regulatory Agreement shall provide, among other things, that the Developer must use and maintain the Site for the uses described in Section 4.1 for the Restrictive Covenant Period. The Developer shall cause to be recorded, concurrently with the recordation of the Regulatory Agreement, subordination or non- disturbance agreements from all persons and entities holding monetary liens encumbering the Site (including all trust deeds and mortgages). Section 4.6 Effect and Duration of Covenants. The following covenants shall be binding upon the Site and Developer, and its successors and assigns, for the following periods and each of which shall be set forth with particularity in any document of transfer or conveyance by the Developer: (1) The use requirements set forth in Section 4.1 shall remain in effect for the Restrictive Covenant Period; and (2) The non-discrimination and non -segregation requirements set forth in Section 4.3 and Section 4.4, respectively, which shall remain in effect in perpetuity. ARTICLE 5. AGENCY GRANT Section 5.1 Conditions for Closing of Grant. The following events are conditions precedent to the Agency's making the Agency Grant, and the dates upon which the above conditions precedent have been fully satisfied by the Developer and/or waived in writing by the Agency, is referred to herein as the "Close of Escrow": (i) the completion of the Improvements and the issuance of a Certificate of Occupancy for the Improvements by the City; (ii) the issuance to the Agency of an ALTA Lender's title policy (the "Title Policy"), which insures the Agency's Deed of Trust and is in form and substance (and with endorsements) satisfactory to the Agency; (iii) presentation to the Agency of evidence (such as insurance certificates) that the insurance required by the Grant Documents is in effect; (iv) execution and delivery to the Agency of the Grant Agreement, the Promissory Note, Regulatory Agreement, Deed of Trust and a Notice of Affordability Covenants -10- 11087-000111325999v4.doc (in statutory form), and the recordation of the Deed of Trust, the Regulatory Agreement and the Notice of Affordability Covenants in the Official Records of Riverside County, California; (v) delivery to the Agency of evidence acceptable to the Agency that all permits and governmental approvals for the development of the Project and any improvements on which the Project is to be located have been issued or are ready to be issued, all development -related fees (including, without limitation, DIF and TUMF fees and exactions and all permit fees) have been paid, and there are no unsatisfied conditions to the issuance of any such approvals or permits; (vi) approval by the Agency of this Agreement; (vii) the absence of a default by Developer under this OP A, the Regulatory Agreement and the Grant Documents; (viii) the delivery to the Agency of an LLC -1 for the Developer certified by the California Secretary of State, a Good Standing Certificate for the Borrower issued by the California Secretary of State and a copy of Borrower's operating agreement; and (ix) within six (6) calendar months after the date of this Agreement, the closing of the construction loan necessary to finance the construction and development of the Project. Section 5.2 Escrow And Escrow Instructions. Upon the execution of this Agreement, Developer and Agency shall deliver a copy of this Agreement to Escrow Holder and shall open an escrow for the transactions described herein. This Agreement constitutes the joint escrow instructions of Developer and Agency to Escrow Holder in connection with the Agency Grant. Developer and Agency may supplement such escrow instructions and agree to execute such reasonable supplemental escrow instructions as may be required by Escrow Holder. Section 5.3 Costs. Owner shall pay all escrow, recording and title insurance costs and fees, as well as any inspection fees and costs licensed by the Agency. Section 5.4 Survey. Agency may, at Developer's sole cost and expense, perform and obtain an ALTA survey of the Property prepared by a registered land surveyor licensed by the State of California. Section 5.5 Soil Testing and Inspections. Promptly after the execution of this Agreement, Developer will deliver to Agency copies of all documents, reports, and correspondence in the Developer's possession that relate to the physical condition of the Property (including the presence of Hazardous Materials). Until the close of escrow (the "Inspection Deadline"), Agency and its agents may enter upon the Property -11- 11087-000111325999v4.doc upon twenty-four (24) hour prior written notice sent to the Agency in order to investigate the environmental condition of the entire Property; provided, however, that Developer's agent may request to be present during such inspections, and Agency shall reasonably accommodate Developer in arranging a mutually convenient inspection time so that Agency or Agency's agents may be present. All studies and reports prepared in connection with Agency's inspection of the Property are to be done at the expense of Developer; provided, that Agency shall provide Developer with a copy of all of the reports without cost promptly upon receipt by Agency. Agency, in its sole discretion, may elect to terminate this Agreement and cancel Escrow in the event any physical conditions are not reasonably acceptable to Agency by giving written notice of such termination to Developer on or before the Inspection Deadline (as defined above). Section 5.6 Subordination to Other Grants. The Agency will subordinate the Deed of Trust to the lien securing the primary permanent loan provided Developer is not in default under this Agreement and provided, further, that the Executive Director of the Agency shall have reasonably approved the terms of the construction financing and the terms of the subordination. ARTICLE 6. EVENTS OF DEFAULT, REMEDIES AND TERMINATION Section 6.1 Defaults. Subject to the extensions of time set forth in Section 7.9 hereof, the following shall constitute a "Default" under this Agreement by the non-performing Party: (a) a failure to pay any sum due within five (5) business days after written demand by the other party; (b) failure or delay by such Party to perform any term or provision of this Agreement or the Regulatory Agreement or any of the Grant Documents and the failure to cure such default within thirty (30) days after notice is given by one of the Parties hereto to the defaulting Party, unless such breach or default cannot reasonably be remedied in such thirty (30) day period, in which event such Party shall not be in default if it commences to cure such breach or default within such thirty (30) day period and diligently pursues such curing to completion, or (c) filing of a petition under the Bankruptcy Code by or against Developer, or appointment of a receiver or trustee of any property of Developer, or an assignment by Developer for the benefit of creditors, or adjudication by a court, that Developer is insolvent, and the failure of Developer to cause such petition, appointment, or assignment to be removed or discharged within sixty (60) days. The Party who so fails or delays must immediately commence to cure, correct or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence and during any period of curing shall not be in default. If Developer shall be in default, the obligation of Agency to make or authorize payments to Developer otherwise provided for herein shall be suspended during the period of such default. Except as otherwise expressly provided in this Agreement, any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. -12- 11087-0001\1325999v4.doc Section 6.2 Legal Actions. 6.2.1 Institution of Legal Actions. Unless otherwise specifically provided in this Agreement, in addition to any other rights or remedies, any Party may institute legal action to cure, correct, or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the provisions of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate municipal court in that County, or in the Federal District Court in the Central District of California. 6.2.2 Damages and Specific Performance. If any Party defaults with regard to any of the provisions of this Agreement, any nondefaulting Party may serve written notice of such Default upon the defaulting Party. If the Default is not cured or commenced to be cured by the defaulting Party within thirty (30) days after service of the notice of default, the defaulting Party shall be liable to the nondefaulting Party for damages caused by such Default, and, in addition, the nondefaulting Party, at its option, may institute an action for specific performance of the terms of this Agreement and shall have all other rights and remedies available to it at law or in equity, except for any right to claim or recover damage for lost profits. 6.2.3 Termination of Agreement. In addition to the rights and remedies provided in Section 6.2.2, in the event of a Default by either Party beyond all applicable rights provided in this Agreement, the nondefaulting Party, at its option, may terminate this Agreement upon written notice thereof to the defaulting Party. In the event of such termination, all of the provisions of this Agreement shall be of no further force or effect, except for those provisions hereof which expressly provide that they shall survive such termination. 6.2.4 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by any other Party. 6.2.5 No Personal Liability. Except as specifically provided herein to the contrary, no representative, employee, attorney, agent or consultant of the Agency or City shall personally be liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the Agency, or for any amount which may become due to the Developer, or any successor in interest, on any obligation under the terms of this Agreement. Nor shall any representative, employee, attorney, agent or consultant of the Developer be personally liable to the Agency, or City or any successor in interest of the Agency or City in the event of any default or breach by -13- 11087-00010 325999v4.doc the Developer, or for any amount which may become due to the Agency or City, or any successor in interest on any obligation under the terms of this Agreement. 6.2.6 Inaction Not a Waiver of Default. Except as expressly provided in this Agreement to the contrary, any failure or delay by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. ARTICLE 7. INDEMNITY The Developer shall indemnify, defend, protect, and hold harmless the Agency and the City and any and all agents, employees, attorneys and representatives of the Agency and the City, from and against all losses, liabilities, claims, damages (including consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorney's fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: of the Site, (i) the use, ownership, management, occupancy, or possession (ii) any breach or Default of the Developer hereunder, (iii) any of the Developer's activities on the Site (or the activities of the Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Site), including without limitation the construction of any Improvements on the Site, (iv) the presence or clean-up of Hazardous Materials on, in or under the Site to the extent the same was caused by Developer or Developer's affiliates, or, (v) arising from the Developer's ownership, use, possession, improvement, operation, leasing (including tenant relocation) or disposition of the Site, regardless of whether such damages, losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement. The Developer's indemnity obligations set forth in this Article shall not extend to any damages, losses, or liabilities incurred by the Agency or the City to the extent such losses or liabilities are caused by or contributed to by the negligent or intentionally wrongful act of the Agency, as finally determined by a court of competent jurisdiction. The Developer's indemnity obligations set forth in this Article shall survive the termination or expiration of this Agreement and shall be in addition to (not in lieu of any other indemnity obligations of Developer in the Grant Documents). -14- 11087-000111325999v4.doc Section 7.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery, (b) three (3) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested or (c) the next business day after deposit with a nationally reorganized overnight courier, in each instance addressed to the recipient as set forth below. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Agency: Developer: Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, CA 92590 Attn: Executive Director Front Street Plaza Partners, Inc. 41911 5th Street, Suite 302 Temecula, CA 92590 Attn: Mr. William Dalton Section 7.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. Section 7.3 Developer and Agency Warranties. The Developer warrants and represents to the City and the Agency that the Developer has the requisite power and authority to execute and enter into this Agreement and to consummate the transactions contemplated hereunder. This Agreement constitutes the valid and binding agreement of the Developer, enforceable in accordance with its terms. Neither the execution nor delivery of this Agreement, nor the Regulatory Agreement, nor the consummation of the transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which the Developer is a party. Section 7.4 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where ever the context so requires. Section 7.5 Time of the Essence. Time is of the essence of this Agreement. -15- 11087-0001 \ 1325999v4.doc Section 7.6 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. Section 7.7 Enforced Delay: Extension of Times of Performance. Notwithstanding anything to the contrary in this Agreement, unexcused material failure to complete the Improvements required to be completed according to this Agreement on or prior to the Completion Date shall constitute a Default hereunder; provided, however, nonperformance shall be excused when performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party: (i) war, insurrection, riot, flood, severed weather, earthquake, fire, casualty, acts of public enemy, governmental restriction, litigation, acts or failures to act of any governmental agency or entity, including the Agency, or (ii) inability to secure necessary labor, materials or tools, strikes, lockouts, delays of any contractor, subcontractor or supplier. In the event of an occurrence described in clauses (i) and (ii) above, such nonperformance shall be excused and the time of performance shall be extended by the number of days the matters described in clauses (i) and (ii) above prevent or delay performance. Section 7.8 Approvals by Agency and the Developer. Unless otherwise specifically provided herein, wherever this Agreement requires the Agency or the Developer to approve any contract, document, plan, proposal, specification, drawing or other matter, such approval shall not unreasonably be withheld or delayed. Section 7.9 Inspection of Books and Records. Upon reasonable notice, the Agency shall have the right at all reasonable times to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. Section 7.10 Developer's Private Undertaking. The development covered by this Agreement is a private undertaking, and the Developer shall have full power over and exclusive control of the Site while the Developer holds title to the Site, subject only to the limitations and obligations of the Developer under this Agreement and the Redevelopment Plan. Section 7.11 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. -16- 11087-000111325999v4.doc Section 7.12 Acceptance of Service of Process. In the event that any legal action is commenced by any Party against any other Party, service of process on such Party shall be made by personal service upon any agent of such Party (authorized to accept service on such party's behalf) or in such other manner as may be provided by law and shall be valid whether made within or without the State of California. Section 7.13 Entire Agreement, Waivers and Amendments. The Agreement is executed in duplicate originals, each of which is deemed to be an original. This Agreement, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter hereof. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound thereby. No person is authorized to make, and by execution hereof the Developer and the Agency acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on the Developer or the Agency. Section 7.14 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. Section 7.15 Survival. The provisions hereof shall not terminate but rather shall survive any conveyance hereunder and the delivery of all consideration. IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the day and year first above written. -17- 11087-000111325999v4.doc ATTEST: "DEVELOPER": FRONT STREET PLAZA PARTNERS, INC., a California corporation By: Print Name: Title: By: Print Name: Title: "AGENCY": REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By By: Susan W. Jones MMC Mike Naggar, RDA Chairperson Agency Secretary Temecula Redevelopment Agency APPROVED AS TO FORM: Richards, Watson & Gershon, a professional corporation By: Peter M. Thorson Agency Counsel -18- 1 108 7-0001 \ 1325499 v4.doc EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of Temecula, County of Riverside, State of California, described as follows: LOT 12 THROUGH 14, INCLUSIVE, IN BLOCK 29 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF THE NORTHWESTERLY HALF OF THE ALLEY ADJOINING SAID LOTS 12 THROUGH 16 INCLUSIVE, ON THE SOUTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 79-68, RECORDED APRIL 23, 1979 AS INSTRUMENT NO. 80863 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO TOGETHER WITH THAT PORTION OF THE SOUTHWESTERLY 10.00 FEET OF FRONT STREET ADJOINING SAID LOT 12 ON THE NORTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 75-104, RECORDED APRIL 23, 1975 AS INSTRUMENT NO. 46491 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO TOGETHER WITH THAT PORTION OF THE NORTHERLY 10 FEET OF THE 20 FOOT WIDE ALLEY WITHIN BLOCK 29 OF THE ABOVE REFERRED TO MAP OF THE TOWN OF TEMECULA, INCLUDING THE NORTHEASTERLY 10 FOOT PORTION OF THE ALLEY ABANDONED BY THE RIVERSIDE COUNTY BOARD OF SUPERVISORS, RESOLUTION NO. 75-104 RECORDED AS INSTRUMENT NO. 46491, MARCH 5, 1975 IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 09-13, RECORDED FEBRUARY 2, 2009 AS INSTRUMENT NO. 2009-0049961 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 922-046-011-1 and 922-046-010-0 -19- 11087-0001 \1325999v4.doc EXHIBIT "B" SCOPE OF DEVELOPMENT A. General The site consists of property located at 28693 Old Town Front Street (APN 922- 046-010 and 011). The Total site is approximately 20,250 square feet, with the proposed total building area of 42,983 square feet. The Developer agrees that the Site shall be developed and improved in accordance with the provisions of the Agreement and the plans, drawings, and related documents approved by the Agency and/or City of Temecula pursuant hereto. The Developer shall work with the staff to coordinate the overall design, architecture and color of the improvements to be constructed on the Site. B. Construction of the Improvements The Developer shall construct a 4 story mixed-use building consisting of twenty three (23) affordable housing units and two market rate units. The affordable units will consist of ten (10) one bedroom apartment units @ 700 square feet and thirteen (13) two bedroom townhome units @ 920 square feet. The commercial/retail space will be located on the first floor, office space located on the third and fourth floors, and the affordable units located on the second, third and fourth floors. C. Architecture and Design The Development shall be of high architectural quality, including landscaping, and shall be effectively and aesthetically designed, and shall adhere to the Old Town Specific Plan Design Guidelines. The shape, scale of volume, and exterior finish of the building must be visually related to the adjacent buildings within the neighborhood. The building shall be developed with the number of parking spaces approved by the Agency. D. Applicable Codes The Developer's improvements shall be constructed in accordance with the Uniform Building Code and the City of Temecula Ordinances and/ or Municipal Code. -20- 11087-0001\1325999v4.doc Recording Requested By and when recorded return to: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: City Clerk Exempt from recording fees pursuant to Government Code Section 27383 REGULATORY AGREEMENT THIS REGULATORY AGREEMENT (this "Agreement"), is entered into as of February 22, 2011, by and between FRONT STREET PLAZA PARTNERS, INC., a California corporation (hereinafter "Owner"), and the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (hereinafter the "Agency"). RECITALS A. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of the Community Redevelopment Law. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinance Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. B. Agency desires to effectuate the provisions of the Housing Element of the General Plan of the City of Temecula by providing affordable housing set-aside funds of the Agency to expand the supply of housing affordable to moderate and lower income people. C. Owner owns that certain real property (the "Property") described on Exhibit "A", attached hereto and incorporated by reference herein. Owner has developed a 25 unit rental project on the Property (the "Project") which includes twelve (12) one -bedroom units, thirteen (13) two-bedroom townhome units (said 25 units being hereinafter referred to as the "Units"). D. The Agency requires that the Units be leased only to lower and moderate income households at an affordable rent. In order to help the Owner obtain and then repay the construction loan used to construct the Units, Agency has agreed to make Owner a conditional grant ("Grant") from the Agency's affordable housing set-aside funds in the amount of $4,000,000 pursuant to that certain Owner Participation Agreement dated February 22, 2011 (the "OPA"). -1- 1 1087-000111326015v3.doc E. As an inducement to Agency to enter into the OPA and make the Grant, Owner has agreed to enter into this Agreement. NOW, THEREFORE, Agency and Owner mutually agree as follows: 1. Term. The term of this Agreement (the "Term") shall commence on the date of recordation of this Agreement, and shall continue in full force and effect until the 55th anniversary of the date of recordation hereof in the Official Records of the Riverside County Recorder (the "Expiration Date"). 2. Nature of Covenants, Reservations and Restrictions. (a) Owner hereby subjects the Property to the covenants, reservations and restrictions set forth in this Agreement for the Term. Each and every contract, deed or other instrument hereafter executed covering or conveying Owner's interest in the Property, or any portion thereof, including, without limitation, any leases, shall conclusively be held to have been executed, delivered and accepted subject to this Agreement and the covenants, reservations and restrictions set forth in this Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such lease, assignment, contract, deed or other instruments. (b) Owner covenants by and for itself, its representatives, its successors and assigns and every successor in interest to the Property or any part thereof, that during construction of the improvements on the Property and thereafter Owner shall not use or permit the use of the Property in violation of the Redevelopment Plan. Owner further covenants and agrees to comply in all respects with the terms, provisions, and obligations of Owner set forth in the OPA. Owner further covenants and agrees that upon completion of the project described in the OPA for the Property and as further described in the Scope of Development attached to the OPA, Owner shall maintain the Property and improvements thereon (including landscaping) (collectively, the "Project") in the manner of first class residential planned developments, as further described herein and in the OPA. 3. Use and Rental of the Property. Owner covenants and agrees for itself, its successors, assignees, and every successor in interest that the Units shall be restricted as follows: (a) Units Restricted to Persons or Families of Moderate and Lower Income. Nine (9) two-bedroom townhouse units and six (6) one -bedroom units shall be rented exclusively to persons or families whose incomes do not exceed one hundred and ten percent (110%) of the area median income (adjusted for family size appropriate for the Unit)(i_e., moderate income persons or families), and only for use by such persons and families as their principal residence. Four (4) one -bedroom and four (4) two-bedroom townhouse units shall be rented exclusively to persons or families where income do not exceed sixty percent (60%) of the area median income (adjusted for family size appropriate for the Unit) (i.e., low income persons or families), and only for use by such persons and families as their principal residence. Owner shall not permit any transient or commercial use or subletting of the Units except as approved by Agency in writing. Only such persons and households shall be entitled to occupy the Units. (b) Maximum Rents. Owner shall rent the Units at a rent that does not exceed the "affordable rent" (as defined below) that may be charged under California Health & Safety -2- 11087-000111326015v3.doc Code Section 50053 (as amended from time to time). Subject to the foregoing limitations, Owner shall be entitled to increase rents one time per year to an amount equal to the maximum amount of "affordable rent" (including a reasonable allowance for utilities) that may be charged under California Health & Safety Code Section 50053 (as amended from time to time). Owner shall submit a request for an increase in rents to Agency for review and approval sixty (60) days prior to each yearly anniversary of the initial occupancy of any Unit in the Project and each year thereafter. (c) Definitions. (i) "Area median income" shall mean the area median income for Riverside County as published by the Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or the most closely related successor thereto. (ii) "Affordable rent" means the rent determined under California Health & Safety Code Section 50053 based upon area median income (adjusted for family size appropriate for the Unit) for the low or moderate income person or household in question including a reasonable utility allowance, as such Section is amended from time to time. (iii) "Principal residence" means the principal dwelling place a person or household uses as such person's or household's usual place of return and occupancy. If a person or household fails to reside in and return to such person's or household's unit for at least four (4) days per week for a period of at least nine (9) months out of any twelve (12) month period, then it will be conclusively presumed that the Unit is not the principal residence of that person or household. The terms defined in this Subsection 3(c) are further defined in Title 25 of the California Code of Regulations Section 6910, et seq., as from time to time amended, and any successor regulations thereto. The terms and provisions of California Health and Safety Code Sections 50093 and 50053 and Title 25 of the California Code of Regulations Section 6910, et seq., as amended, and any successor statutes or regulations thereto, are incorporated herein by this reference. 4. Rights of Agency. Prior to the rental of any Unit, Owner shall obtain from the proposed tenant a completed income computation and certification form, in such form as may be approved by the Executive Director of the Agency, and shall verify the income of the proposed tenant. Owner shall verify the proposed tenant's income by standard and customary income verification procedures and practices used for determining eligibility for income qualifying housing. In addition to its rights under Section 9 below, Agency shall have the continuing right during the Term hereof to require from the Owner and the tenants' information and evidence necessary or convenient to verify that the restrictions, limitations and requirements of Section 3 are being complied with and to establish and/or continue an affordable housing program at the Property. -3- 11087-000111326015v3.doc 5. Covenants and Obligations. (a) Insurance. Owner covenants to keep all improvements from time to time existing on the Property insured against perils included within the general classifications as "fire," "extended coverage," "vandalism," "malicious mischief," and "special extended perils," and all such insurance shall be evidenced by a standard fire and extended coverage insurance policy or policies in an amount not less than the full replacement cost of the improvements (not including the costs of foundation concrete and excavation that would not have to be incurred upon replacement of the improvements). In addition, Owner shall maintain and have in full force and effect, during the term of this Agreement, a "Broad Form Commercial General Liability" insurance policy in a combined single limit of $3 million dollars. Such policies shall be endorsed with a standard mortgagee clause listing Agency as loss payee (in the case of the extended coverage insurance) and an additional insured (in the case of the liability insurance). A copy of any insurance binders or certificates of insurance shall be provided to Agency in conjunction with the accounting described in Section 9(1)) herein. Said policies shall provide that they cannot be canceled or terminated without thirty (30) days prior written notice to Agency. To the extent that the provision hereof are inconsistent with the insurance requirements of the Agency Documents, the provisions of the Agency Documents shall control. (b) Compliance with Building and Health and Safety Codes. Owner covenants that the Property shall be maintained in conformance with applicable health, building, and safety codes. Owner further covenants that any construction, renovation, repair or rehabilitation of the improvements shall be undertaken in compliance with all building codes of the City of Temecula applicable at the time of such construction, renovation, repair or rehabilitation. (c) Obligation to Refrain from Discrimination. Owner covenants that there shall be no discrimination against any person, or group of persons, on account of sex, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, and Owner (or any person or entity claiming under or through Owner) covenants and agrees not to establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or sublessees of the Property or any part thereof. Owner also agrees to refrain from any form of discrimination as set forth above pertaining to deeds, leases or contracts. (d) Form of Nondiscrimination and Non -segregation Clauses. All deeds, leases or contracts entered into by Owner that relate to the site or any portion thereof shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (i) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, -4- 11087-000111326015v3.doc establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (ii) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (iii) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, -5- 11087-000111326015v3.doc nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (e) Duration of Covenants and Obligations. The covenants and obligations contained in Sections 3(a), 3(b) and 5(a) shall remain in effect until the expiration of the Term, and the covenants against discrimination provided for in subsections 5(b), 5(c) and 5(d) shall remain in effect in perpetuity. 6. Management of the Improvements. (a) Manager. The Project shall at all times be managed by an experienced manager (the "Manager") reasonably acceptable to the Agency, with demonstrated ability to operate residential developments like the Project in a manner that will provide decent, safe, and sanitary housing. The Owner shall submit for the Agency's approval the identity of any proposed Manager. The Owner shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the Agency to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the Agency shall approve the proposed Manager by notifying Owner in writing. (b) Performance Review. The Owner shall cooperate with the Agency in an annual review of management practices, in connection with which the Agency shall have the right to review and approve the annual operations and management budget; provided, however, that the Agency reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the Agency to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement. (c) Replacement of Manager. (i) If, as a result of the annual review, the Agency determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the requirements and standards of this Agreement, the Agency shall deliver notice to the Owner of its intention to cause replacement of the Manager. Within fifteen (15) days of receipt by the Owner of such written notice, the Agency and the Owner shall meet in good faith to consider methods for improving the financial and operating status of the Project, including, without limitation, replacement of the Manager. (ii) If, after such meeting, the Agency elects to proceed with the replacement of the Manager, the Agency shall so notify the Owner in writing within fifteen (15) days following the meeting. Thereupon, the Owner shall promptly dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the Agency pursuant to this section. Agency shall have the right -6- 11087-000111326015v3.doc to disapprove the replacement Manager within thirty (30) days, and in such case Owner shall promptly dismiss the replacement Manager, and Agency may, at its option, appoint the Manager. (iii) Any contract for the operation or management of the Property entered into by the Owner shall provide that the contract can be terminated as set forth above. Nothing contained herein shall be construed as a limitation on any other provision herein entitling Agency to replace the Manager under any other circumstances. (d) The Owner agrees that the Project shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Project. (e) Annual Inspection. Subject to the rights of the occupants of the Units, Agency shall have the right to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Owner is managing the Project in accordance with the requirements of this Agreement. (f) Annual Budget. Owner shall submit or shall cause its Property Manager to submit to the Agency's Executive Director on or before the completion of the Project, and each anniversary thereof, an annual budget for the ongoing operation of the Project for approval by Agency, which will not be unreasonably withheld. At the Agency's request, delivered within thirty (30) days after receipt of the budget, each of Owner and the Agency shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. (g) Management of Property. Owner shall be completely responsible for the management, administration and operation of the Project including, but not limited to the hiring and discharge of employees, salaries and all other related Project expenses, maintenance and repairs, including capital expenditures, the financial operations of the Project, the rental and re - rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an owner in a typical multi -family residential housing project. (h) Reserves. The Owner will maintain operating and replacement reserves satisfactory to the Agency and will not withdraw funds from such reserves without the consent of the Agency, which will not be unreasonably withheld. (i) Management Agency's Failure to Perform. In the event the management agency appointed by Owner for management of the Project fails to perform the obligations imposed upon Owner by this Section 6, such failure shall constitute a default under Section 10 hereof, and if Owner shall fail to cure such default as provided in Section 10 hereof, then Agency shall have the right, in addition to any other remedies of Agency, to require Owner, upon thirty (30) days' prior written notice, to appoint a substitute management agency, reasonably acceptable to both Agency and Owner. -7- 11087-000111326015v3.doc 7. Indemnification. Owner shall defend, indemnify, assume all responsibility for and hold Agency, and its respective elected and appointed officers and employees, harmless from all costs (including attorneys' fees and costs), claims, demands, liabilities, and judgments for injury or damage to property and injuries to persons, including death, which may be related to the Property or caused by any of Owner's activities under this Agreement, whether such activities or performance thereof be by Owner or anyone directly or indirectly employed or contracted with by Owner and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA"; 42 U.S.C. Section 9601, et seq.], the Resource Conservation and Recovery Act ["RCRA"; 42 U.S.C. Section 6901 et sea.] and California Health and Safety Code Section Code Section 25280 et seq. on the Property or at any place where Owner owns or has control of real property pursuant to any of Owner's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not be construed in any way to be a limitation on Owner's indemnity obligations under the OPA. 8. Compliance with Local, State and Federal Laws. Owner shall carry out the provisions of this Agreement and own and operate the Project in conformity with all applicable local, state and federal laws and regulations including, without limitation, all regulations and conditions of funding with respect to Housing Set -Aside Funds under Health and Safety Code Section 33334.2 (as amended from time to time). 9. Accounting to Agency. (a) The books and accounts of the Project shall he kept in conformity with generally accepted accounting practices. (b) Owner shall submit to Agency annually, on or before May 1 of each calendar year, a report setting forth the rental rate of all Units and the income and number of known occupants of all Units. The income information required by this Section shall be supplied by the tenants of the Units in a certified statement on a form from time to time provided by Agency. (c) Owner shall provide Agency audited financial statements of the operations of the Project showing the rents and periods of time each Unit was rented. The first accounting period for which such statements shall be provided shall end on the last day of the month in which all of the Units have been initially rented to the first occupants, the accounting shall be made to Agency within 30 days of such date, but need not be audited. Thereafter, annual audited financial statements shall be prepared annually for each calendar year, and such audited financial statements shall be delivered to the Agency by April 1 of the following calendar year. -8- 11087-000111326015v3.doc (d) Owner shall maintain a complete and accurate rent roll listing all Units, and the names of all tenants, the dates of their tenancies and the amounts of rents and security deposits charged and collected. (e) Agency, its agents and employees, shall have the right, after reasonable notice, to review and inspect, at reasonable times during business hours, the books, records and accounts of Owner specifically regarding the Property, from and after the date of the recordation of this Agreement and until the expiration of this Agreement. (f) Owner shall retain all documents and records pertaining to the rents charged, income of tenants and all matters relating to Owner's obligations under Section 3 of this Agreement for a period of three (3) years and make shall them available to Agency on five (5) business days' prior notice, provided however that if the provisions of any federal or state law or regulation requires a longer period of retention, Owner shall comply with such period or retention. (g) Agency may conduct audits of the rents charged, income of tenants and all matters relating to Owner's obligations under this Agreement and within three (3) years after the last day of the applicable period to which such records relate, and Owner shall cooperate with the Agency's auditors in conducting the audit. Such audits shall not occur more frequently than once each year. Agency shall pay for the costs of the audit unless the audit reveals that Owner did not materially comply with the provisions of this Agreement, in which case, Owner shall pay all costs of the audit. 10. Deed of Trust: Conditional Grant; Violation of Regulatory Agreement and/or Deed of Trust by Owner. (a) The Grant is secured by a Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) dated concurrently (or substantially concurrently) herewith executed by Owner, as trustor, in favor of Agency, as beneficiary. (b) Upon an Event of Default (as defined below) under this Agreement occurs, then Owner shall immediately repay the Grant to Agency. (c) The occurrence of a default under that continues after any required notice is given by the Agency and any applicable cure period has expired, and Owner's failure to cure a default under this Agreement as permitted under Section 10(1)) below, shall each constitute an "Event of Default" under this Agreement. (d) If a default under this Agreement occurs, Agency shall give written notice thereof to Owner by registered mail addressed to Owner at the address stated in this Agreement, or to such other address as may have been designated by Owner. If such violation is not cured within thirty (30) days after the date such notice is received, or if such violation is a non - monetary obligation that cannot reasonably be cured within such thirty (30) day period, then if Owner fails to commence to cure such violation within said thirty (30) day period or fails diligently to prosecute such cure to completion as soon as reasonably possible but, in not event, no later than three (3) calendar months after receipt of notice of such violation, then Agency may -9- 11087-000111326015v3.doc without further notice, declare in writing a default under this Agreement effective on the date of such declaration of default. (e) Upon the occurrence of any Event of Default under this Agreement, Agency may apply to any court, State or Federal, for specific performance of this Agreement for an injunction against any violation by Owner of this Agreement or of the Agency Documents, and/or for the appointment of a receiver to take over and operate the Property in accordance with the terms of this Agreement or the Agency Documents, or for such other relief as may be appropriate, including without limitation damages, and the cost to Agency in enforcing the terms of this Agreement (including the reasonable time expended by Agency staff, consultants, auditors, attorneys and other personnel involved in such enforcement). The remedies of Agency herein, or under any other instrument providing for or evidencing the financial assistance provided herein, are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of all remedies and shall not preclude the exercise by Agency of any one or more of its other remedies. (f) Agency shall provide by mail copies of any notice of any violation to all other lien holders who have delivered a request therefor to the Agency and have also recorded a Request for Special Notice in accordance with California Civil Code Section 2924e (as amended), at the address for notices most recently provided by Owner or such lien holders for such notices, and such parties shall have the same right to cure Owner's defaults hereunder on behalf of Owner. 11. General Provisions. (a) The covenants which have been established pursuant to this Agreement shall be deemed to be covenants running with the land for the benefit of the Project Area and Agency in carrying out its statutory responsibilities under California Redevelopment Act (Health and Safety Code Sections 33000 et sea.) to implement the Redevelopment Plan and to provide for the development of low and moderate income housing in the community. The covenants hereof shall be binding upon the Property and run for the benefit of the Project Area and Agency and its successors and assigns, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Only Agency and its successors in interest may enforce this Agreement; nothing herein is intended to create any third party beneficiaries to this Agreement, and no person or entity other than Agency or Owner, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. The tenants of the Property are not intended to be third party beneficiaries hereunder. (b) This Agreement and the covenants reservations, restrictions and agreements contained herein shall be a burden upon the Property and shall bind Owner, its successors and assigns with respect to the Property. Owner may not assign any of the benefits of -10- 11087-000111326015v3.doc this Agreement, or delegate any of Owner's obligations hereunder, voluntarily or by operation of law, without the prior written approval of Agency. (c) Agency and its successors and assigns, and Owner and its successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, reservations and restrictions contained in this Agreement. (d) This Agreement (and the OPA and Deed of Trust) represent the entire agreement of the parties hereto with respect to the subject matter hereof and may not be altered or amended except by writing executed between the parties to be charged. (e) In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it may be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. (f) If any term, covenant, condition or provision of this Agreement, or the application thereof to any circumstance, shall, at any time or to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement, or the application thereof to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, condition and provision of this Agreement, shall be valid and enforceable, to the fullest extent permitted by law. (g) The use of the plural in this Agreement shall include the singular and the singular shall include the plural, and the use of one gender shall be deemed to include all genders. (h) Time is of the essence hereof. (i) No waiver by Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder. (j) This Agreement and all related documents shall be deemed to be contracts made and delivered in the State of California and shall be governed and construed and interpreted in accordance with the laws of said State. Headings and titles herein are for convenience only and shall not influence any construction or interpretation. (k) Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto as follows: If to Agency: 11087-000111326015v3.doc Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: Executive Director -11- and to: With a copy to: If to Owner, to: Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, California 92590 Attn.: Executive Director Tel.: (909) 694-6444 Fax: (909) 694-1999 Richards, Watson & Gershon 355 South Grand Ave., 40th Floor Los Angeles, California 90071 Attn.: Peter Thorson Tel.: (213) 626-8484 Fax: (213) 626-0078 Front Street Plaza Partners, Inc. 41911 5th Street, Suite 302 Temecula, CA 92590 Attn: Mr. William Dalton (1) This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. -12- 11087-0001 \ 1326015v3.doc IN WITNESS WHEREOF, the parties hereto have entered into this Regulatory Agreement as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic FRONT STREET PLAZA PARTNERS, INC., a California corporation By: By: Mike Naggar, RDA Chairperson Temecula Redevelopment Agency Print Name: Title: Attest: By: Print Name: Title: Susan W. Jones MMC, Secretary Approved as to Form: RICHARDS, WATSON & GERSHON, a professional corporation Agency Counsel By: Peter M. Thorson, Agency Counsel -13- 11087-0001 I 13- 11087 -00011I 326015v3.doc State of California County of On ACKNOWLEDGMENT ) ) ) before me, (insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of Califbrnia ) ) County of ) On before me, (insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public -14- 11087-000111326015v3.doc ACKNOWLEDGMENT State of California ) ) County of ) On before mc, (insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) ) County of ) On before me, (insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public -15- 11087-000111326015v3.doc EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of Temecula, County of Riverside, State of California, described as follows: LOT 12 THROUGH 14, INCLUSIVE, IN BLOCK 29 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF THE NORTHWESTERLY HALF OF THE ALLEY ADJOINING SAID LOTS 12 THROUGH 16 INCLUSIVE, ON THE SOUTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 79-68, RECORDED APRIL 23, 1979 AS INSTRUMENT NO. 80863 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO TOGETHER WITH THAT PORTION OF THE SOUTHWESTERLY 10.00 FEET OF FRONT STREET ADJOINING SAID LOT 12 ON THE NORTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 75-104, RECORDED APRIL 23, 1975 AS INSTRUMENT NO. 46491 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO TOGETHER WITH THAT PORTION OF THE NORTHERLY 10 FEET OF THE 20 FOOT WIDE ALLEY WITHIN BLOCK 29 OF THE ABOVE REFERRED TO MAP OF THE TOWN OF TEMECULA, INCLUDING THE NORTHEASTERLY 10 FOOT PORTION OF THE ALLEY ABANDONED BY THE RIVERSIDE COUNTY BOARD OF SUPERVISORS, RESOLUTION NO. 75-104 RECORDED AS INSTRUMENT NO. 46491, MARCH 5, 1975 IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 09-13, RECORDED FEBRUARY 2, 2009 AS INSTRUMENT NO. 2009-0049961 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 922-046-011-1 and 922-046-010-0 -16- 11087-000I11326015v3.doc GRANT AGREEMENT This GRANT AGREEMENT (this "Grant Agreement") is made and entered into effective as of February 22, 2011 (the "Effective Date"), by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency"), and FRONT STREET PLAZA PARTNERS, INC., a California corporation ("Developer"). RECITALS A. Pursuant to that certain Owner Participation Agreement dated as of February 22, 2011 between Agency and Developer (the "OPA") and that certain Irrevocable Permanent Grant Commitment dated concurrently herewith, Agency has agreed to provide financial assistance to Developer for construction of certain improvements on that certain land located in the Temecula Redevelopment Project Area No. 1988-1 (the "Project Area"), in the City of Temecula, County of Riverside, State of California that is more particularly described in Exhibit "A" attached hereto (the "Property") that are to be used for affordable rental housing for low and moderate income persons and families. B. The purpose of this Grant Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by facilitating the construction of twelve (12) one -bedroom apartments and thirteen (13) two-bedroom townhomes (each, a "Unit" and collectively, the "Units") on the Property (the "Project") and thereby increase the supply of affordable housing in the City. C. The Agency desires to commit to grant to the Developer, $4,000,000 from the Agency's affordable housing set-aside funds for repayment of part of the construction loan for the Project. D. The Project is in the best and vital interests of Agency and the City, and the health, safety and welfare of the residents and taxpayers in the City, and is in accord with the public purposes and provisions of applicable state and local laws. Completion of the Project will eliminate significant blight in the community as required by the Housing Element of the General Plan and the Redevelopment Implementation Plan for the Project Area. FOLLOWS: NOW, THEREFORE, THE AGENCY AND THE BORROWER AGREE AS 1. Fundamental Provisions. (a) Amount of Grant: $4,000,000.00. -1- 11087-0001 12298040.doc (b) Developer's Address for Notices:. Front Street Plaza Partners, Inc. 41911 5th Street, Suite 302 Temecula, CA 92590 Attn: William Dalton 2. Grant Agreement. (a) Agency hereby agrees to grant to Developer, on a conditioned basis, on the terms and conditions set forth herein, the amount set forth in Section 1.(a), above (the "Grant"). The Grant shall also include any additional advances made by the Agency in connection with the Project (including improvements on which the Project is to be located and any and all costs of curing defaults under the loan(s) for such improvements) in excess of the amount set forth in Section 1(a) above. The Grant to Developer shall be evidenced by and conditioned upon Developer's execution of the OPA and: (i) this Grant Agreement; (ii) a promissory note in form and substance acceptable to the Agency in the Agency's sole and absolute discretion (the "Promissory Note"); (iii) a Regulatory Agreement; (iv) a Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) (the "Deed of Trust"); and (v) such other documents relating to the Grant as the Agency may require (collectively, the "Grant Documents"). (b) The Grant shall not bear interest except as may be provided otherwise in the Note. The entire outstanding principal balance shall be forgiven upon the fifty- fifth (55th) anniversary of the date of the Promissory Note provided no Event of Default by Developer has occurred under this Grant Agreement or the OPA. (c) The Grant may be prepaid, in whole or in part, without penalty. Developer shall have not have any right to re -borrow any such prepaid amounts. (d) The Grant must close on or before the date which is two (2) years after the date of this Grant Agreement. 3. Use of Proceeds. Developer shall use the Grant for the sole purpose of paying the construction loan used to construct the improvements (the "Improvements") described in Exhibit "B" attached hereto (the "Scope of Development"). 4. Conditions to Closing. As a condition precedent to the Grant, Developer shall satisfy all conditions to closing in the OPA. 5. Disbursement. Provided the conditions to closing have been satisfied and Developer is not in default under this Grant Agreement or the OPA, Agency, or its authorized agents, shall disburse the Grant proceeds to the escrow described in the OPA with instructions to apply the proceeds to the construction loan provided that escrow has sufficient funds to pay, and actually pays, the entire construction loan and is committed to reconvey the deed of trust securing said construction loan. -2- 11087-000111229804v3.doc 6. Completion of Construction. Developer agrees to commence and complete construction of the Project in accordance with the OPA, including the Schedule of Performance attached to the OPA. 7. Agency's Remedies. If the Agency should, pursuant to any express provision of the Grant Documents, if any, or in the exercise of the Agency's rights provided by law, cure any default of a mortgage, pay any taxes that are delinquent, or expend any other sums to protect the Agency's security interest in the Property and Improvements, as provided in the Grant Documents or otherwise, such expenditures shall at the Agency's option be charged against the Agency's disbursement obligations as advances on the Grant, or shall be considered additional advances thereunder. 8. Notice of Completion. Developer shall, upon the reasonable request of the Agency, sign and file for record any notices of completion, notices of cessation of labor or any other notice or written document that the Agency may deem necessary to file or record to protect the Agency's security or interests hereunder. 9. No Liability to Contractors. The Agency shall in no way be liable for any act or omission of Developer, the architect, general contractor, any subcontractor, any agent of any of them, or any person furnishing labor and/or materials used in or related to such construction. Developer shall indemnify, defend, protect and hold harmless the Agency on account of any claims that may be made against the Developer by the architect, general contractor, any subcontractor, any agent of any of them, or any person furnishing labor and/or materials used in or related to such construction, or any third party on account of any work performed or materials provided by any of them. 10. Hazardous Materials. Developer shall not release or permit the release of any Hazardous Material into, onto, beneath or from the Property, and any such release of any Hazardous Material into, onto, beneath or from the Property shall be an Event of Default hereunder. The Agency shall have the right to suspend any disbursement of Grant proceeds hereunder upon a reasonable belief of such a present release by, or permitted by, Developer, of any Hazardous Material into, onto, beneath or from the Property. The Agency may, upon reasonable notice, enter and inspect the Property for the purpose of determining the existence, location, nature and magnitude of any past or present release of any Hazardous Material into, onto, beneath or from the Property upon a reasonable belief of the existence of a past or present release or threatened release of any Hazardous Material into, onto beneath or from the Property. Hazardous Materials are defined in Exhibit "C" attached hereto and incorporated by reference herein. 11. Insurance. Until the repayment or forgiveness of the principal and interest under the Note and the satisfaction of Developer's obligations under this Grant Agreement, Developer shall comply with the following. (a) Developer shall obtain and maintain at no cost or expense to Lender, with a reputable and financially responsible insurance company reasonably acceptable to Lender, both commercial broad form general public liability insurance, (insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, -3- 11087-000111229804v3.doc occupancy, condition, or operation of the Project) and automobile liability insurance. Such general public liability insurance and automobile insurance shall each provide combined single limit protection of at least $2,000,000. Such insurance policy(s) shall name the City and the Agency and their elected officials, council members, board members, officers, employees, consultants, independent contractors, attorneys and servants as additional insureds. (i) Before commencement of any work by Developer on any portion of the Property, Developer shall obtain and maintain in force until completion of such work (i) "all risk " builder's risk insurance with a combined single limit of at least $2,000,000, including coverage for vandalism and malicious mischief, in a form and with a company reasonably acceptable to Agency, and (ii) workers' compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. Such builder's risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors', subcontractors', and construction managers' tools and equipment and property owned by contractors' and subcontractors' employees. (ii) Developer shall also furnish or cause to be furnished to the Lender evidence satisfactory to the Lender that any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. (iii) With respect to each policy of insurance required above, Developer and each of Developer's general contractors shall furnish to the Lender an insurance certificate on the insurance carrier's form setting forth the general provisions of the insurance coverage (as well as a copy of each insurance policy promptly upon receipt by Developer). The required certificate shall be furnished by Developer prior to commencement of the Project. (iv) All such policies required by this Section shall be issued by responsible insurance companies licensed to do business in California with an A.M. Best's rating of no less than A:VIII, be primary and noncontributing, shall be nonassessable and shall contain language to the effect that (i) the policies cannot be canceled or materially changed except after thirty (30) days' written notice by the insurer to the Lender by certified mail, and (ii) the Lender shall not be liable for any premiums or assessments. All such insurance shall have deductibility limits which shall be commercially reasonable. (v) Each policy of insurance required above shall include a waiver by the insurer of all rights it may have to be subrogated to rights against Lender (or its elected officials, council members, board members, officers, employees, agents and representatives) in connection with any insured loss, and Developer hereby waives any rights it may have against such persons or entities in connection with matters covered by insurance. (vi) Developer represents and warrants that it has provided a copy of this Grant Agreement to its insurers and that the insurers are aware of all of the obligations of Developer under this Grant Agreement. -4- 1108 7-000111229804v3.doc 12. Representations and Warranties. Developer makes the following representations and warranties as of the date of this Grant Agreement and agrees that such representations and warranties shall survive and continue after the Grant is paid: (a) Authority. Developer has complied with all laws and regulations concerning Developer's organization, existence and transaction of business. Developer has the right and power to own and develop the Property and Improvements thereon as contemplated in the Grant Documents. Developer has, or at all appropriate times shall have properly obtained, all permits, licenses and approvals necessary to construct, occupy and operate the Improvements on the Property and in so doing has, or shall have (as appropriate), substantially complied with the plans and specifications for construction and all other applicable statutes, laws, regulations and ordinances. (b) Enforceability. Developer has full right, power and authority to execute and deliver the Grant Documents and to perform the undertakings of Developer contained in the Grant Documents. The Grant Documents constitute valid and binding obligations of Developer which are legally enforceable in accordance with their terms, subject to the laws of bankruptcy, creditor's rights exceptions, and equity. (c) No Breach. To the best of Developer's knowledge, none of the undertakings of Developer contained in the Grant Documents violates any applicable statute, law, regulation or ordinance or any order or ruling of any court or governmental entity, or conflicts with, or constitutes a breach or default under, any agreement by which Developer is, or the Property and Improvements thereon are, bound or regulated. (d) Financial Information. To the best of Developer's knowledge, all financial information delivered to the Agency by Developer, including, without limitation, information relating to Developer, the Property, and the Improvements thereon, fairly and accurately represents such financial condition. No material adverse change in such financial condition has occurred. (e) Proceedings. To the best of Developer's knowledge, Developer is not in violation of any statute, law, regulation or ordinance, or of any order of any court or governmental entity. Developer has no actual knowledge of any claims, actions or proceedings pending or threatened against Developer or affecting the Property or Improvements that are not covered by insurance, other than those disclosed to the Agency in writing. (f) Accuracy. To the best of Developer's knowledge, all documents, reports, instruments, papers, data, information and forms of evidence delivered to the Agency by Developer with respect to the Grant are accurate and correct, are complete insofar as completeness may be necessary to give the Agency true and accurate knowledge of the subject matter thereof, and do not contain any material misrepresentation or omission. The Agency may rely on such reports, documents, instruments, papers, data, information and forms of evidence without any investigation or inquiry, and any payment made by the Agency in reliance thereon shall be a complete release in the Agency's favor of all sums so paid. -5- 11087-000111229804v3.doc (g) Taxes. Developer has filed all federal, state, county and municipal tax returns required to have been filed by Developer and has paid all taxes which have become due pursuant to such returns or to any notice of assessment received by Developer. Developer has no knowledge of any basis for additional assessment with respect to such taxes. (h) Utilities. To the best of Developer's knowledge, all utility services necessary for the development and the occupancy of the Property, including without limitation gas, water, sewage, electrical and telephone, are available at or within the boundaries of the Property or all steps necessary to assure that such utility services will be available upon completion of the Improvements have been taken by Developer. (i) Impairment of Security. No materials, equipment, fixtures, carpets, appliances, or any other part of the Improvements shall be purchased or installed under conditional sales agreements, leases, or under other arrangements wherein the right is reserved or accrues to anyone to remove or to repossess any such items. This paragraph shall not be construed to prohibit the leasing of tools used for construction of the Improvements. 13. Default of Developer. (a) Events of Default. The occurrence of any of the following shall constitute an Event of Default by Developer hereunder. (i) Developer's failure to pay by the due date any sums or amounts due the Agency under this Grant Agreement, the Promissory Note, the Deed of Trust, the Regulatory Agreement, or any other Grant Document that is not cured within five (5) days after written notice from Agency; (ii) Developer's breach of any warranty or representation hereunder; (iii) Developer's breach or default under any of the Grant Documents that is not otherwise described in this Section and failure to cure the same after notice and within the time period described in Section 6.1 of the OPA; (iv) The occurrence of an Event of Default under the OPA. (v) The failure to deliver a monthly progress report under Section 7 of this Grant Agreement and failure to cure such failure within five (5) business days after written notice from the Agency. (vi) Any other act, omission or event which is described as an "Event of Default" elsewhere in this Grant Agreement, the OPA or in any other Grant Document. (b) Remedies. In addition to any other remedies available to Agency at law and equity: (i) Agency may terminate this Grant Agreement; (ii) Developer shall be liable to Agency for any damages caused by such default, and Agency may thereafter commence an action for damages against Developer with respect to such default; (iii) Agency may, at -6- 11087-000111229804v3.doc Agency's option, commence an action for specific performance of the terms of this Grant Agreement or any other agreement between Developer and Agency pertaining to such default; (iv) all sums disbursed or advanced by Agency shall, at the option of Agency, immediately become due and payable; (v) the Agency shall be released from any and all further obligations to Developer under the terms of this Grant Agreement; and (vi) Agency shall have the right to obtain the appointment of a receiver for the Project and related improvements upon exparte motion; and/or (vii) Agency may foreclose the Deed of Trust judicially (if a deficiency is sought) or nonjudicially. Agency's rights and remedies under this Grant Agreement include, without limitation, recovery of improper disbursements and overpayments, or reduction of payments and termination of this Grant Agreement. 14. No Waiver: Remedies Cumulative. No disbursement of Grant proceeds shall constitute a waiver of any conditions to the Agency's obligation to make further disbursements nor, in the event Developer is unable to satisfy any such conditions, shall any such waiver have the effect of precluding the Agency from thereafter declaring such inability to constitute a default under this Grant Agreement. No disbursement of proceeds based upon inadequate or incorrect information shall constitute a waiver of a right to receive a refund thereof. No failure or delay on the part of the Agency in the exercise of any power, right or privilege hereunder or under any of the other Grant Documents shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Grant Agreement or the other Grant Documents are cumulative to and not exclusive of any rights or remedies otherwise available. The Agency's acceptance of less than the entire amount due for any payment on the Promissory Note shall not constitute a waiver by the Agency to thereafter demand the entire amount due. 15. Disbursements in Excess of Maximum Grant Amount. In the event the total disbursements by the Agency exceed the maximum Grant amount, the total of all disbursements shall be secured by the applicable Grant Documents. 16. Empowerment of Agency. Developer does hereby irrevocably appoint, designate, empower and authorize the Agency as Developer's agent, coupled with an interest, to sign and file for record any notice or written document that the Agency may deem necessary to file or record to protect the Agency's security or interests hereunder. 17. Developer's Indemnity of Agency and City. Developer hereby agrees to, and shall defend (with counsel approved by the Agency), indemnify and hold Agency, the City and their Representatives harmless from and against all claims, liabilities, losses, damages, costs, expenses, or liabilities, including attorneys' fees and court costs, arising from, in connection with, or in any way resulting from (i) Developer's breach of this Grant Agreement or any of the Grant Documents, (ii) Developer's negligence or intentional misconduct with respect to the Property or the Improvements or the subject matter hereof, or (iii) the construction of the Improvements, including without limitation, any act or omission of Developer, the general contractor, the architect, any agent of any of them, or any person furnishing labor and/or materials used in or related to such construction. Agency shall have no liability whatsoever for any acts or omissions of Developer or its architects, contractors, or agents, or any one of them, or -7- 11087-0001 \1229804v3. doc any other person furnishing services, labor and/or material to Developer in connection with the Property. 18. Assignment of Agreement and Transfer. No assignment or transfer, voluntary or involuntary, may be made of this Grant Agreement or of any right hereunder, and no attempted transfer shall be binding upon or in any way affect the Agency without the Agency's prior written consent, which may be withheld in the Agency's sole and absolute discretion. Developer acknowledges that the identity of Developer is of particular concern to Agency, and it is because of Developer's identity that Agency has entered into this Grant Agreement with Developer. No voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Grant Agreement. In the event of an assignment or transfer that is not approved by the Agency, the Agency shall have the right to declare the entire principal balance of the Grant and all accrued interest, if any, immediately due and payable. 19. Governing Law: Venue. The laws of the State of California shall govern the interpretation and enforcement of this Grant Agreement. Any action must be instituted in either the Superior Court of the County of Riverside, State of California, or in an appropriate court in that County. 20. Obligation to Refrain from Discrimination. (a) There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, and Developer (itself or any person claiming under or through Developer) shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees thereof or any portion thereof. (b) Developer shall refrain from restricting and shall cause each Unit owner to refrain from restricting the rental, sale or lease of the Property or any portion thereof, on the basis of sex, sexual orientation, age, handicap, marital status, race, color, religion, creed, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to the nondiscrimination or nonsegregation clauses set forth in the OPA. 21. Severability. If any term or provision of this Grant Agreement or the application thereof shall to any extent be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Grant Agreement, or the application of such term or provision to circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Grant Agreement shall be valid and shall be enforced to the extent permitted by law. 22. Notices. All notices, demands or other communications under this Grant Agreement and the other Grant Documents shall be given in writing by certified or registered mail, postage prepaid, and return receipt requested, by personal delivery or by a nationally recognized overnight courier, addressed to the parties as follows (provided that if any party gives -8- 11087-000111229804v3.doc notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice): To Agency: With a copy to: Temecula Redevelopment Agency 41000 Main Street Temecula, CA 92590 Telephone: (951) 694-6444 Telecopier: (951) 694-1999 Attention: Executive Director Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, CA 90071-3101 Attention: Peter M. Thorson, Esq. Telephone: (213) 626-8484 Telecopier: (213) 626-0078 To Developer: At the address set forth in Section 1(b), above. Notices shall be considered given upon the earlier of (a) personal delivery; (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; or (c) one (1) business day following deposit with a nationally recognized overnight courier. 23. Litigation. If either party shall be or shall become a party to any legal proceedings instituted primarily against the other party (as determined by the trier of fact) in connection or arising out of the Improvements and/or the Property, or in the event of any dispute between the parties hereto arising out of this Grant Agreement, the losing party (as determined by the trier of fact) shall pay to the prevailing party (as determined by the trier of fact) all sums paid or incurred by the prevailing party as costs and expenses in the legal proceedings, including but not limited to actual attorneys' fees and costs. 24. Successors and Assigns. This Grant Agreement shall be binding upon the parties hereto, their heirs, successors and assigns, and may be amended, altered, revoked, modified or waived, in whole or in part, only by an instrument in writing signed by Developer and Agency. If more than one person executes this Grant Agreement as Developer, the obligations of each of such persons hereunder shall be joint and several obligations. 25. Time of Essence. Time is of the essence of this Grant Agreement and of each and every provision hereof. 26. Warranty Against Payment of Consideration for this Grant Agreement. Developer warrants that Developer has not paid nor given, and will not pay nor give, any third party any money or other consideration for obtaining this Grant Agreement. 27. Nonliability of Agency Officials and Employees. No member, official or employee of Agency shall be personally liable to Developer or any successors in interest in the event of any default or breach by Agency or for any amount which may become due to -9- 11087-000111229804v3.doc Developer or Developer's successors or on any obligations under the terms of this Grant Agreement. 28. No Third Party Beneficiaries. This Grant Agreement is made for the sole protection of Agency and Developer and their respective permitted successors and assigns, and no other person or persons shall have any right of action hereon, nor should any laborer, materialman, subcontractor, or other third party rely upon the funds deposited hereunder as a source of payment for work done or labor and/or materials supplied in respect to the Improvements contemplated hereunder or otherwise, notwithstanding any representation to the contrary made by Developer, the general contractor or any other person. This Grant Agreement and the other Grant Documents contain all of the terms and conditions agreed to by Developer, and no other agreement regarding the subject matter of this contract, unless it is in writing and signed by Agency and Developer, shall be deemed to exist or to bind any party hereto. 29. Agency Approval. Unless specifically provided for herein, the Agency's approval, including, without limitation, approval of the form of the Grant Documents and of amendments to this Grant Agreement, shall be satisfied by the approval of the Agency's Executive Director. IN WITNESS WHEREOF, the parties hereto have entered into this Grant Agreement as of the day and year first above written. Attest: "AGENCY": TEMECULA REDEVELOPMENT AGENCY, By: a public body, corporate and politic Susan W. Jones MMC Agency Secretary APPROVED AS TO FORM: Richards, Watson & Gershon, a professional corporation Peter M. Thorson, Agency Counsel 11087-000111229804v3.doc By: Mike Naggar, RDA Chairperson Temecula Redevelopment Agency -10- "BORROWER": Front Street Plaza Partners, Inc., a California corporation By: Print Name: Title: By: Print Name: Title: -11- 11087-000111229804v3.doc EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Temecula, County of Riverside, State of California, described as follows: LOT 12 THROUGH 14, INCLUSIVE, IN BLOCK 29 OF THE TOWN OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF THE NORTHWESTERLY HALF OF THE ALLEY ADJOINING SAID LOTS 12 THROUGH 16 INCLUSIVE, ON THE SOUTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 79-68, RECORDED APRIL 23, 1979 AS INSTRUMENT NO. 80863 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO TOGETHER WITH THAT PORTION OF THE SOUTHWESTERLY 10.00 FEET OF FRONT STREET ADJOINING SAID LOT 12 ON THE NORTHEAST, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 75-104, RECORDED APRIL 23, 1975 AS INSTRUMENT NO. 46491 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO TOGETHER WITH THAT PORTION OF THE NORTHERLY 10 FEET OF THE 20 FOOT WIDE ALLEY WITHIN BLOCK 29 OF THE ABOVE REFERRED TO MAP OF THE TOWN OF TEMECULA, INCLUDING THE NORTHEASTERLY 10 FOOT PORTION OF THE ALLEY ABANDONED BY THE RIVERSIDE COUNTY BOARD OF SUPERVISORS, RESOLUTION NO. 75-104 RECORDED AS INSTRUMENT NO. 46491, MARCH 5, 1975 IN THE OFFICE OF THE COUNTY RECORDER OF RIVERSIDE COUNTY, CALIFORNIA, AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 09-13, RECORDED FEBRUARY 2, 2009 AS INSTRUMENT NO. 2009-0049961 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN: 922-046-011-1 and 922-046-010-0 11087-0001 \12298040.doc EXHIBIT "B" IMPROVEMENTS A. General The site consists of property located at 28693 Old Town Front Street (APN 922- 046-010 and 011). The total site is approximately 20,250 square feet, with the proposed total building area of 42,983 square feet. The Developer agrees that the Site shall be developed and improved in accordance with the provisions of the Agreement and the plans, drawings, and related documents approved by the Agency and/or City of Temecula pursuant hereto. The Developer shall work with the staff to coordinate the overall design, architecture and color of the improvements to be constructed on the Site. B. Construction of the Improvements The Developer shall construct a 4 story mixed-use building consisting of twenty- three (23) affordable housing units and two (2) market rate units. The affordable units will consist of ten (10) one bedroom units @ 700 square feet and thirteen (13) two bedroom townhome units @ 920 square feet. The commercial/retail space will be located on the first floor, office space on the third and fourth floors, and the affordable units located on the second, third and fourth floors. C. Architecture and Design The Development shall be of high architectural quality, including landscaping, and shall be effectively and aesthetically designed, and shall adhere to the Old Town Specific Plan Design Guidelines. The shape, scale of volume, and exterior finish of the building must be visually related to the adjacent buildings within the neighborhood. The building shall be developed with the number of parking spaces approved by the Agency. D. Applicable Codes The Developer's improvements shall be constructed in accordance with the Uniform Building Code and the City of Temecula Ordinances and/ or Municipal Code. 11087-0001 \ 1229804v3.doc EXHIBIT "C" DEFINITION OF HAZARDOUS MATERIALS "Environmental Laws" means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Material (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Materials on, under, or about the Property), occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS § 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS § 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS § 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS § 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS § 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS § 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS § 6901 et seq.]; the Clean Air Act [42 USCS § 7401 et seq.]; the Safe Drinking Water Act [42 USCS § 300f et seq.]; the Solid Waste Disposal Act [42 USCS § 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS § 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS § 11001 et seq.]; the Occupational Safety and Health Act [29 USCS § 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C § 25280 et seq.]; the California Hazardous Substances Account Act [H & S C § 25300 et seq.]; the California Hazardous Waste Control Act [H & S C § 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C § 24249.5 et seq.]; the Porter -Cologne Water Quality Act [Wat C § 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Materials on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. "Hazardous Materials" includes without limitation: (a) Those substances included within the definitions of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in CERCLA, RCRA, TSCA, HMTA, or under any other Environmental Law; (b) Those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101], or by the Environmental Protection Agency (EPA), or any successor agency, as hazardous substances [40 CFR Part 302]; (c) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and 11087-000111229804v3.doc (d) Any material, waste, or substance that is (i) a petroleum or refined petroleum product, (ii) asbestos, (iii) polychlorinated biphenyl, (iv) designated as a hazardous substance pursuant to 33 USCS ' 1321 or listed pursuant to 33 USCS § 1317, (v) a flammable explosive, or (vi) a radioactive material. 11087-0001 \ 1229804v3.doc PROMISSORY NOTE SECURED BY DEED OF TRUST $4,000,000.00 February 22, 2011 Temecula, California 1. Basic Terms. For value received, the undersigned ("Developer") promises to pay to the order of the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA (the "Agency") at Post Office Box 9033, 41000 Main Street, Temecula, California 92589-9033, or at such other place as Agency may from time to time designate in writing, the principal amount of up to Four Million Dollars ($4,000,000.00) or so much thereof as shall from time to time be disbursed pursuant to the Grant Agreement of even date herewith between Agency and Developer (the "Grant Agreement"), without interest (except as provided in Section 9 below). Capitalized terms used herein but not defined shall have the meaning ascribed thereto on the Grant Agreement. The Grant evidenced by this Promissory Note Secured by Deed of Trust (the "Note") are made pursuant to that certain Owner Participation Agreement dated as of February 22, 2011 between Agency and Developer (the "OPA"). 2. Maturity Date and Payments. All unpaid principal under this Note shall be due and payable on the date that is fifty-five (55) calendar years after the date of this Note or such earlier date on which the principal and interest under this Note are accelerated pursuant to the terms of this Note (the "Maturity Date"); provided, however, that all principal under this Note shall be forgiven by the Agency if an Event of Default by Developer does not occur under this Note. 3. Prepayment. Developer may prepay the outstanding principal balance under this Note, in whole or in part, and other sums owed to Agency under this Note, at any time without penalty. 4. Lawful Money. All amounts shall be payable in lawful money of the United States of America. 5. Security. This Note is secured by that certain Deed of Trust, Security Agreement and Fixture Filing (with Assignment of Rents) dated of even date herewith and executed by Developer, as trustor, in favor of Agency, as beneficiary (the "Deed of Trust"). 11087-0021 \ 1229795v 1.doc 6. Events of Default. The occurrence of an Event of Default by Borrower under the OPA, the Deed of Trust or the Regulatory Agreement shall constitute an "Event of Default" under this Note. 7. Remedies; Default Interest Rate Upon the occurrence of an Event of Default under this Note, at the option of Agency, the entire balance of principal together with any other amounts owed by Developer to Agency under the Deed of Trust, shall, without demand or notice, immediately become due and payable. No delay or omission on the part of Agency in exercising any right under this Note or under any of the other Grant Documents shall operate as a waiver of such right. Upon the occurrence of any Event of Default, the entire balance of principal together with other amounts owed by Developer to Agency under this Note and the Deed of Trust shall bear interest at the lesser of ten percent (10%) per annum or the highest rate then permitted by law. No delay or omission on the part of Agency in exercising any right or remedy shall operate as a waiver of such right or remedy. 8. Waiver. Developer hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Developer hereunder, Agency may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Developer further waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, guaranty or other agreement now or hereafter securing this Note. 9. Attorneys' Fees. If this Note is not paid when due or if any Event of Default occurs, Developer promises to pay all costs of enforcement and collection, including but not limited to reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof. 10. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 11. Number and Gender. In this Note the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 11087-0021\1229795v1.doc -2- "DEVELOPER" FRONT STREET PLAZA PARTNERS, INC., a California corporation By: Print Name: Title: 11087-0021\1229795v1.doc -3- REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA 41000 MAIN STREET TEMECULA, CA 92590 February 22, 2011 Front Street Plaza Partners, Inc. 41911 5th Street, Suite 302 Temecula, CA 92590 Attn: William Dalton Re: Irrevocable Conditional Grant Commitment for Front Street Plaza Partners, Inc. Loan Amount: $4,000,000 Property: 28693 Old Town Front St. APN: 922-046-010 and 011 Gentlemen: This letter constitutes our irrevocable conditional grant commitment ("Commitment") whereby Agency shall grant Borrower the sum of up to Four Million Dollars ($4,000,000) ("Agency's Conditional Grant") on the following terms and conditions: 1. Agency: Redevelopment Agency of the City of Temecula 2. Construction Lender: 3. Borrower: Front Street Plaza Partners, Inc. a California corporation ("Borrower") 4. Agency's Conditional Grant Amount: $4,000,000 (maximum) 5. Term of Commitment: 24 months from the date of this letter. 6. "l'crms: 55 years; no interest, and no payments if conditions of OPA (as defined in Paragraph 11) are met. Grant documents to be in form acceptable to Agency. 7. Security: 11087-000111229770v2.doc Second trust deed on the real property and mixed use (commercial/residential) building to be constructed at on the Property ("the Project"). The improvements ("Improvements") shall include twelve (12) one -bedroom apartments and thirteen (13) two-bedroom townhomes (the "Project"). Agency trust deed to be recorded at funding. The initial construction loan, and any refinance of the construction loan, shall: (i) have an interest rate not to exceed the prevailing market rates for similar 8. Regulatory Agreement: 9. Purpose: 10. Conditions to Funding: 11087-000111229770v2.doc loans; and (ii) the principal amount shall not exceed an amount which, when added to the Agency's Conditional Grant is 100% of the value of the Project. In no event shall any refinancing be in an amount greater than the outstanding principal and interest under the loan being refinanced plus closing costs for the new refinancing loan. Prior to funding and recording the deed of trust in favor of the Agency, a Regulatory Agreement as defined in the OPA shall be recorded against the Project and must be senior to any and all liens encumbering the Project. In reliance on this commitment letter, Bank will make a construction loan in a principal amount of up to $8,500,000 to Borrower ("the Construction Loan"). The loan proceeds of the Agency's Conditional Grant shall be for the sole purpose of paying down the Construction Loan (to the extent it was used for the Project) when the conditions set forth in Paragraph 10 are met. In no event shall the Agency be obligated to fund the Agency's Conditional Grant prior to January 1, 2012 or after the expiration of this commitment. In addition to the other requirements herein, satisfaction of the following are conditions to the Agency's funding of the Agency's Conditional Grant: (a) Borrower shall have completed the Improvements; (b ) Borrower shall have obtained and there shall remain in effect a Certificate of Occupancy for the Improvements; (c) Borrower shall cause a Notice of Completion (as described in California Civil Code §3093) with respect to the Improvements to be recorded in the Official Records of Riverside County, California; (d) there shall be issued to Agency an ALTA lender's title policy which insures the Agency's deed of trust, that is acceptable in form and substance to the Agency and insures the lien of the Agency's deed of trust as a second priority lien (subordinate only to the lien securing the unpaid balance of the construction loan); (e) presentation to Agency of evidence (such as insurance certificates) of such fire and casualty insurance on the Project as may be required by Agency. The insurance carrier providing the insurance shall be chosen by Borrower subject to Agency's approval, which shall not be unreasonably withheld, and the policy shall include a standard mortgagee loss payable clause. 11. Owner Participation Agreement: Bank shall not be bound by the terms of the OPA or any other documents between Agency and Borrower. 12. Assignment: Borrower may assign this Commitment to Bank or any other lender providing construction financing. AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: Mike Naggar, Chairperson Temecula Redevelopment Agency ATTEST: By: Susan W. Jones, MMC Agency Secretary BORROWER: FRONT STREET PLAZA PARTNERS, INC. APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON a professional corporation By: Peter Thorson, Agency Counsel 11087-000111229770v2.doc By: Print Name: Title: By: Print Name: Title: ASSIGNMENT OF COMMITMENT LETTER For value received, FRONT STREET PLAZA PARTNERS, INC ("Assignor"), hereby assigns to ("Assignee") all of Assignor's right, title and interest in and to that certain grant commitment letter dated February 22, 2011 ("Commitment Letter") between Assignor and the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA. A copy of the Commitment Letter is attached to this Assignment. This Assignment is irrevocable and shall be binding on and inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors, and assigns of the parties to this Assignment. This Assignment is governed by and construed in accordance with California law. Executed , 201 at Temecula, California. ASSIGNOR: ASSIGNEE: FRONT STREET PLAZA PARTNERS, INC. By: Print Name: Title: 11087-000111229770v2.doc By: Print Name: Title: CONSENT TO ASSIGNMENT The undersigned consents to the assignment of the letter of commitment between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and FRONT STREET PLAZA PARTNERS, INC. dated February 22, 2011 to Executed , 2011 at Temecula, California. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Mike Naggar, Chairperson Temecula Redevelopment Agency 11087-0001 \l229770v2.doc PRO FORMA ANALYSIS Third Street and Front Street Bill Dalton City of Temecula February 3, 2011 TABLE 1 PROJECT DESCRIPTION THIRD STREET AND FRONT STREET CITY OF TEMECULA I. Site Area 20,250 SF 0.46 Acres II. Project Type Affordable Mixed -Use Development III. Gross Building Area Residential Area 20,360 SF (1) 47% Restaurant 6,648 SF 15% Office Area 8,992 SF 21% Common Area/Circulation 6,983 SF (1) 16% Total Gross Building Area (GBA) 42,983 SF 100% IV. Number of Units One Bedroom Flat Two Bedroom Townhome Total V. Affordability Mix Number of Units 12 Units 13 Units 25 Units Unit Size 700 SF 920 SF 814 SF Units @ 60% AMI 8 Units 32% Units @ 110% AMI 15 Units 60% Market -Rate Units 2 Units 8% Total 25 Units 100% VI. Construction Type Type V (residential) over Type I (retail and parking) VII. Number of Stories 4 Stories VIII. Parking Type At -grade encapsulated Parking Spaces 25 Spaces Parking Ratio - Residential 1.0 Space/Unit Parking Ratio - Commercial 0.0 Spaces/1,000 SF Commercial (1) Per staff correspondence, residential area increased from 20,360 SF to 20,474 SF (114 SF). KMA assumed that the entirety of the increase should be added to common area/circulation. Prepared by: Keyser Marston Associates, Inc. Filename: i:Temecula\Dalton_3rd and Front Street Final;2/3/2011;rks TABLE 2 DEVELOPMENT COSTS THIRD STREET AND FRONT STREET CITY OF TEMECULA I. Direct Costs Off -Sites (1) On-Sites/Landscaping Parking Shell Construction Tenant Improvements - Retail Tenant Improvements - Office FF&E/Amenities Contingency Total Direct Costs II. Indirect Costs Architecture & Engineering Permits & Fees (1) Taxes & Insurance Legal & Accounting Developer Fee Marketing/Lease-Up Marketing/Lease-Up - Retail Marketing/Lease-Up - Office Contingency Total Indirect Costs III. Financing Costs Loan Fees Interest During Construction Interest During Lease -Up Total Financing Costs Totals Per Unit Notes $270,000 $10,800 $13 Per SF Site $122,000 $4,880 $6 Per SF Site $500,000 $20,000 $20,000 Per Space $5,588,000 $223,520 $130 Per SF GBA $150,000 $6,000 $23 Per SF - Retail $240,000 $9,600 $27 Per SF - Office $50,000 $2,000 Allowance $332,000 $13,280 5.0% of Directs $7,252,000 $290,080 $169 Per SF GBA $435,000 $17,400 $1,025,000 $41,000 $50,000 $2,000 $10,000 $400 $100,000 $4,000 $50,000 $2,000 $33,000 $1,320 $45,000 $1,800 $32,000 $1,280 $1,780,000 $71,200 $106,000 $4,240 $258,000 $10,320 $115,000 $4,600 $479,000 $19,160 6.0% of Directs $24 Per SF GBA 0.7% of Directs 0.1 % of Directs 1.4% of Directs Allowance $5 Per SF - Retail $5 Per SF - Office 5.0% of Indirects 24.5% of Directs 1.5% of Directs 3.6% of Directs 1.6% of Directs 6.6% of Directs IV. Total Development Costs without Acquisition Costs $9,511,000 $380,440 $221 Per SF GBA V. Add: Acquisition Costs (2) $1,114,000 $44,560 $55 Per SF Site VI. Total Development Costs w/Acquisition $10,625,000 $425,000 with Acquisition Costs $247 Per SF GBA (1) Per Developer; not verified by KMA or City. (2) Per Agency correspondence, September 8, 2010. Prepared by: Keyser Marston Associates, Inc. Filename: i:Temecula\Dalton_3rd and Front Street Final;2/3/2011;rks TABLE 3 NET OPERATING INCOME - RESIDENTIAL THIRD STREET AND FRONT STREET CITY OF TEMECULA I. Gross Scheduled Income One Bedroom Flat @ One Bedroom Flat @ One Bedroom Flat @ Two Bedroom Townhome @ Two Bedroom Townhome @ Manager's Unit Total/Average - All Units 60% of AM I 110% of AMI Market -Rate 60% of AMI 110%ofAMI Add: Other Income (1) Gross Scheduled Income (GSI) II. Effective Gross Income (Less) Vacancy Effective Gross Income (EGI) III. Operating Expenses (Less) Operating Expenses (Less) Property Taxes (Less) Reserves Total Operating Expenses Unit Size Units $/Month $/SF 700 SF 4 $727 $1.04 (2) 700 SF 6 $1,095 $1.56 700 SF 2 $1,095 $1.56 920 SF 4 $808 $0.88 (2) 920 SF 9 $1,295 $1.41 0 SF 0 $0 $0.00 814 SF 25 $1,062 $1.30 $20 /Unit/Month 5.0% of GSI Annual GSI $34,900 $78,800 $26, 300 $38,800 $139,900 $0 $318,700 $2,880 $321,580 ($16,100) $305,480 $3,600 /Unit/Year ($90,000) $1,300 /Unit/Year ($32,500) (3) $250 /Unit/Year ($6,250) $5,150 /Unit/Year ($128,750) 42.1% of EGI IV. Net Operating Income (NOI) - Residential Or Say (Rounded) $176,730 $177,000 (1) Reflects laundry income from the one -bedroom units only. (2) Reflects 2010 income limits per California Redevelopment Law and utility allowances as calculated by the Housing Authority of the County of Riverside, effective July 1, 2010. (3) Based on capitalized income approach; assumes a 1.10%tax rate and 6.0% cap rate. Prepared by: Keyser Marston Associates, Inc. Filename: i:Temecula\Dalton_3rd and Front Street Final;2/3/2011;rks TABLE 4 NET OPERATING INCOME - COMMERCIAL THIRD STREET AND FRONT STREET CITY OF TEMECULA I. Gross Scheduled Income (GSI) Commercial Rent - Diner Commercial Rent - Office Total Commercial Rent II. Effective Gross Income (Less) Vacancy Effective Gross Income (EGI) III. Expenses (Less) Unreimbursed Expenses 6,648 SF 8,992 SF 15,640 SF $1SF Annual GSI $2.25 /SF Modified Gross $179,044 $2.00 /SF Modified Gross $216,000 $2.10 /SF Modified Gross $395,000 5.0% of GSI 5.0% of EGI ($20,000) $375,000 ($19,000) IV. Net Operating Income (NOI) - Commercial Or Say (Rounded) $356,000 $356,000 Prepared by: Keyser Marston Associates, Inc. Filename: i:Temecula\Dalton_3rd and Front Street Final;2/3/2011;rks TABLE 5 INDICATED RETURN ON EQUITY THIRD STREET AND FRONT STREET CITY OF TEMECULA I. Indicated Return on Equity Total Development Costs (Less) Supportable Debt (1) (Less) Proposed Agency Assistance $174,000 /Affordable Unit Required Equity Investment Cash Flow After Debt Service $10,625,000 ($5,292,000) ($4,000,000) $1,333,000 $89,000 Indicated Return on Equity 6.7% (1) Calculation of Supportable Debt NOI - Residential $177,000 NOI - Commercial $356,000 Total NOI $533,000 Interest Rate 7.50% Term (in years) 30 Debt Coverage Ratio 1.20 Annual Debt Service $444,000 Supportable Debt $5,292,000 Annual Cash Flow $89,000 Prepared by: Keyser Marston Associates, Inc. Filename: i:Temecula\Dalton_3rd and Front Street Final;2/3/2011;rks IIIIIIIIIIIIIIII IIIIIIIIJIJIIIII 1111111111111111 1111111111111111 imminis IH let ---------------- ---- ff: tlf IIIA IIS 111111111111 1111111 I I I I I 11111111111! 111111111111 • 0 0 0 0 cc: 0.0 Ci41 • urdr: 06.14L' 1151111111110111111 0 ■ 0 0 s 0 eth,c 01161s• _ .... in 1 1 I h ' ..!! 11111 . 77 111111111111:111111111111 • ' o. I oig: I liL';-'1V4i, . , C imilimiSit g maiii- ------ ,-111.1.11 ••••._11,, Nu+. 6.1....,111,,•••• a • m" rm mt. .11 ••••••••• NINO 111 . . . • WNW gm'c '3. MI -LET ••e— .71 LX: pinnmannommililm spr APWAION -"mama UR UM ME 7.1-7v- -"FT 777 -7 -Tr .51.1 tit% • •1111111• 4\\„0%,'iittik\II\W".tit ' isth. 404., EMI •• Ark . i- I. M11111.1111K 11 MIS W-32 iRiMMIEffliiiiraii 1re.nr.1 II .....0 In 11111:124 -0- paw - oft. 401 IIII1Liii'aIliliiiidi 6.. 7 i' il r• ....—.2..72.. :.:..,- I I' -.- ..---.:1 i X. •=3•ZaT.7.7: IIII j I / i .....................zi -r....r— .. .' 111-1411) 111111 .rso- .%. U 8' W' i% III ),...,...:.i iil. 1:1111LEALINNIiiill'..::iii w Item No. 22 Approvals City Attorney Director of Finance City Manager Ol&r. OOL TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Agency Members/Executive Director FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Owner Participation and Conditional Grant Agreement between the Redelopement Agency of the City of Temecula and AMCAL Pujol Fund LP for the Development of Affordable Housing located at 28673, 28681, 28701 Pujol Street Teemcula, CA (APN: 922-062-003, 004 and 005) PREPARED BY: Luke Watson, Management Analyst RECOMMENDATION: That the Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AND CONDITIONAL GRANT AGREEMENT BETWEEN THE AGENCY AND AMCAL PUJOL FUND LP A CALIFORNIA LIMITED PARTNERSHIP FOR PROPERTY LOCATED AT 28673, 28681, 28701 PUJOL STREET, TEM ECULA BACKGROUND: Proiect Description Per the Owner Participation and Conditional Grant Agreement the development will consist of 46,765 square foot mixed use project on 1.49 acres along the west side Pujol Street, north of 1St Street and South of Main Street,. The project will be a three story building with 44 units restricted at the low income category and one (1) manager's unit. The development is proposed to include a 2:1 parking ratio (parking spots to units) and will have a parking structure at the rear of the site. Unit Type SF Units $/Month Two Bedroom @ 50% AMI 800 3 $668 Two Bedroom Flat @ 60% AMI 800 27 $814 Three Bedroom @ 50% AMI 1050 2 $734 Three Bedroom @ 60% AMI 1050 12 $896 Three Bedroom Manager's Unit 1050 1 $896 Agency Assistance Over the past several months, Agency Staff has been working with the AMCAL on determining the amount of Agency assistance needed to develop this project. In order to assist the evaluation of this project, Agency Staff contracts with Keyser Marston Associates Inc. ("KMA") as a third party analyst to assist in reviewing the developer's construction and rent estimates. The total cost of the proposed project with land is just under $12.483 million or $267 per square foot. The pro forma analysis prepared by KMA demonstrates an Agency financial contribution of $5,579,000 million or $126,795 per unit. Owner Participation and Conditional Grant Agreement In order to facilitate the proposed project, the Agency and the AMCAL would enter into an Owner Participation and Conditional Grant Agreement ("OPA") to establish the terms and conditions surrounding the development of the project. This property will have a 55 -year covenant restricting rent levels available to households earning no more than 50%-60% (low) of the median income. The Agency financial contribution will be recorded as a silent second trust deed for the 55 -year term. No payment of principal or interest will be required. However, if there is a violation of the covenants, the Agency can require full payment of the principal and interest. CONCLUSION: This is an attractive project for the Agency. In addition to providing affordable housing, this project will further revitalize the Pujol neighborhood as well as the adjacent Old Town district and continue to set high standards for all new development in the area. FISCAL IMPACT: The Agency's total contribution for the project is $5,579,000 Million. The funds for this development would come from two sources; $2,000,000 would be funded utilizing tax allocation bond proceeds and the balance would be funded utilizing $3,579,000 of the Agency's available housing set-aside fund balance. The funds will be dispersed in phases based on specific milestones. The first disbursement, equaling 1/3 of the total Agency contribution, in the amount of $1,841,070, would be based on the following requirements; that AMCL Pujol Fund LP take title to the subject properties receive all entitlements for development and be awarded 4% tax credits by the California Tax Credit Allocation Committee. The second disbursement will also represent 1/3 of the total Agency contribution, in the amount of $1,841,070, and will be delivered during construction via a construction draw. The third disbursement will be delivered upon receipt of a certificate of occupancy at completion of construction. The third disbursement represents the final 1/3 of the total Agency contribution, in the amount of $1,841,070, and will be used to pay down a portion of the developer's construction loan. ATTACHMENTS: Resolution RDA Owner Participation and Conditional Grant Agreement KMA Pro Forma Elevations RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING AN OWNER PARTICIPATION AND CONDITIONAL GRANT AGREEMENT BETWEEN THE AGENCY AND AMCAL PUJOL FUND LP A CALIFORNIA LIMITED PARTNERSHIP FOR PROPERTY LOCATED AT 28673, 28681, 28701 PUJOL STREET, TEMECULA THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91- 15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. These ordinances are codified at Chapter 2.52 of the Temecula Municipal Code. C. The Owner Participation Agreement and Conditional Grant Agreement (collectively "Agreement") approved by this Resolution is intended to effectuate the Redevelopment Plan for the Agency's Redevelopment Project Area No. 1988-1, as amended. The specific purpose of the Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by providing a conditional commitment to fund a Conditional Grant that will be used to pay part of the cost of acquisition, construction and a part of a 11/28/10 11087-002111306930v1.doc -1- construction loan for, and thereby facilitate the construction of thirty (30) two- bedroom units and fifteen (15) three-bedroom apartments for persons of low income as defined in Section 50093 of the California Health and Safety Code (i.e. to families earning up to 120% of Riverside median income)on the Site located at 28671, 28671 & 28701 Pujol Street, and thereby increase the supply of affordable housing in the City (the "Project"). D. The Agreement are also intended to effectuate the objectives of the Agency and the City of Temecula (the "City") in complying with their obligation to provide low and moderate income housing pursuant to the Health and Safety Code of California and the goals of the City's Housing Element to the Temecula General Plan. The Owner's development of the Project and the fulfillment generally of this Agreement are in the best interest of the City and the welfare of its residents, and in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements. E. On February 22, 2011 the Agency duly noticed and held a public hearing before the Board of Directors of the Redevelopment Agency of the City of Temecula concerning the approval of the proposed Owner Participation Agreement with Owner. F. The development of the Project as required by the Agreement will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area in that development of Project on the Site will: (1) Establish development standards and the rehabilitation and improvement of obsolete, deteriorating, and inappropriate buildings and housing stock; (2) consolidate irregular parcels into a site appropriate for development; (3) encourage and provide for development of vacant properties in accordance with the Plan and the Old Town Specific Plan; and (4) preserve, improve, and expand housing opportunities for low and moderate income residents. G. The Agreement is consistent with the Redevelopment Plan and the Implementation Plan adopted by the Agency for the Project Area adopted by the Agency. H. The redevelopment of the Project site as provided in the Agreement is consistent with the City's General Plan and the Old Town Specific Plan. I. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that the Agreement are in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. J. The Agreement pertains to and affects the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and is intended to be a contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby further finds, determines and declares that: A. Section 33334.2, et seq. of the CRL authorizes and directs the Agency to expend a certain percentage of all taxes which are allocated to the Agency pursuant to the CRL Section 33670 for the purposes of increasing, improving and preserving the community's supply of housing available at affordable housing costs to persons and families of low to moderate income, including lower income and very low income households. B. Pursuant to the CRL, the Agency has established a Low and Moderate Income Housing Fund (the "Housing Fund"). C. Pursuant to the CRL Section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of persons and families of low or moderate income to the extent those households cannot obtain housing at affordable costs on the open market. D. No other reasonable means of private or commercial financing for the new low income units of the Project is reasonably available to the Agency or the Owner at the same level of affordability and quantity provided by the Agreement. Additionally, while the funds from the Agency's Low and Moderate Income Housing Fund being used assist in the development of the Project do not exceed fifty percent (50%) of the cost to produce the units of the Project, the Agency finds, based on substantial evidence in the record, that the Agency and the Owner have made a good faith attempt but have been unable to obtain commercial or private means of financing the units at the same level of affordability and quantity as provided for the Project. E. Owner proposes, with the assistance of the Agency, to develop the Project and upon completion to make available for the longest feasible period of time all of the housing units in the Project at affordable rents to low to moderate income households. F. Pursuant to Sections 33132, 33133, and 33600 of the CRL, the Agency may accept financial or other assistance from any public or private source, for the Agency's activities, powers, and duties, and expend any funds so received for any of the purposes of the CRL. G. The expenditures from the Housing Fund as contemplated by the Agreement approved by this Resolution will directly and specifically increase, improve, and preserve the community's supply of low and moderate income housing within the meaning of Health and Safety Code Section 33334.2 and will be of benefit to the Project Area by providing new housing which restricted so as to be affordable for occupancy by very low income, lower income and median income households. Under this Agreement, the Agency will provide assistance to the Project and monitor its construction and compliance with the conditions of this Agreement to the extent of carrying out routine governmental functions, performing conventional activities of a lender with respect to the loan, and imposing constitutionally mandated or statutorily authorized conditions accepted by the Owner. H. The California Legislature declares in Health and Safety Code Section 37000, et seq., that new forms of cooperation with the private sector, such as leased housing, disposition of real property acquired through redevelopment, development approvals, and other forms of housing assistance may involve close participation with the private sector in meeting housing needs, without amounting to development, construction or acquisition of low rent housing projects as contemplated under Article XXXIV of the State Constitution. Moreover, in Health and Safety Code Sections 37001 and 37001.5, the Legislature determines that certain activities of public agencies consistent with these purposes do not constitute the development, construction or acquisition of low income housing as used in Article XXXIV. I. The Agreement approved hereby is not subject to the provisions of Article XXXIV of the California Constitution. Section 3. The Agency hereby finds and determines that the lien of the covenants required pursuant to the Agreement may be subordinated to financing for the Project because an economically feasible alternative method of financing the Project on substantially comparable terms and conditions, but without subordination, is not reasonably available. Section 4. The approval of this Agreement by the Agency constitutes an action by the Agency to implement an adopted Housing Assistance Plan by acquiring interests in housing units to assure they are affordable to persons of low and moderate income. Therefore, the Project is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15326 of the CEQA Guidelines (Title 14 of the California Code of Regulations). Additionally, the Project is: (1) consistent with the applicable General Plan designation and all applicable General Plan Policies as well as with applicable zoning designation and regulations; (2) the Project occurs within the city limits of the City of Temecula on a project site of less than five acres substantially surrounded by urban uses; (3) the Project site has no value as habitat for endangered, rare, or threatened species; (4) approval of the Project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and (5) the Site can be adequately served by all required utilities and public services. Therefore, the Project is and "in -fill project" and is exempt from the provisions of the California Environmental Quality Act pursuant to Section 15332 of the CEQA Guidelines (Title 14 of the California Code of Regulations). The Executive Director of the Agency is directed to file a Notice of Exemption of this action as required by CEQA and the CEQA Guidelines. Section 5. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Owner Participation Agreement and Conditional Grant" by and Between Temecula Redevelopment Agency and AMCAL Pujol Fund LP, a California limited partnership, and the Grant Commitment Letter, with such changes in such documents as may be mutually agreed upon by the Owner and the Agency Executive Director as is in substantial conformance with the form of such Agreement and letter as presented to the Board and on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the Agency and the Loan Commitment Letter. A copy of the final Agreement and Loan Commitment when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 6. The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement and to administer the Agency's obligations, responsibilities and duties to be performed under the Agreement and related documents, including but not limited to the Promissory Note, Deed of Trust, Regulatory, Loan Agreement, loan commitment letters, acceptances, escrow instructions, certificates of completion and such other documents, confirmations, or implementing agreements as contemplated or described in the Agreement. PASSED, APPROVED, AND ADOPTED by the Members of the Redevelopment Agency of the City of Temecula this 22nd day of February, 2011. Mike Naggar, Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11- was duly and regularly adopted by the Members of the Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: Susan W. Jones, MMC City Clerk/Board Secretary OWNER PARTICIPATION AND GRANT AGREEMENT THIS OWNER PARTICIPATION AND GRANT AGREEMENT ("Agreement") is dated as of February 22, 2011 (the "Effective Date") and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (the "Agency"), and AMCAL PUJOL FUND, L.P., a California limited partnership (the "Developer"). RECITALS A. Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California (being § 33000 et. seq. of the Health and Safety Code of the State of California). The purpose of this Agreement is to effectuate the Redevelopment Plan for the Riverside County Redevelopment Project Area No. 1988-1 (the "Project Area"), in the City of Temecula, California, by facilitating construction of improvements on real property within the Project Area, as more particularly described below. B. Developer intends to acquire the fee interest in certain land in the Project Area located in the City of Temecula, County of Riverside, State of California, and more particularly depicted on Exhibit "A" attached hereto and incorporated herein by this reference (the "Site"). C. The specific purpose of this Agreement is to further the Agency's affordable housing goals in the City of Temecula (the "City") by providing a grant from the Agency's affordable housing set aside funds in the amount of $5,579,000 for land acquisition and construction of a forty-five (45) unit apartment complex (each, a "Unit" and collectively, the "Units") on the Site, which (except for one manager's unit) will be restricted to low income households at affordable rent, and thereby increase the supply of affordable housing in the City (the "Project"). D. The Project is in the best and vital interests of Agency and the City, and the health, safety and welfare of the residents and taxpayers in the City, and is in accord with the public purposes and provisions of applicable state and local laws. Construction of the Project will assist in the elimination of blight in the Project Area, provide additional jobs, and substantially improve the economic and physical conditions in the Project Area, and provide affordable housing in accordance with the purposes and goals of the Redevelopment Plan. E. A material inducement to the Agency to enter into this Agreement and make the conditional grant is the agreement by the Developer to construct the Project within a limited period of time, and the Agency would be unwilling to enter into this Agreement in the absence of an enforceable commitment by the Developer to commence and complete such construction within such period of time. NOW, THEREFORE, the parties hereto agree as follows: -1- 11087-000111328902v2.doc ARTICLE 1. DEFINITIONS Section 1.1 Definitions. The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: 1.1.1 Agency means the Redevelopment Agency of the City of Temecula, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California, with full power and authority to execute this Agreement. The principal office of the Agency is located at 41000 Main Street, Temecula, California 92590. 1.1.2 Agency Grant shall mean that certain grant in the amount of $5,579,000 to be made by Agency to Grant Recipient for the purpose of acquiring the Site and constructing the Project, which is to be made pursuant to the Grant Agreement. 1.1.3 Agreement means this Owner Participation and Grant Agreement. 1.1.4 Certificate of Completion means a certificate described in Section 2.8, to be provided by the Agency to the Developer upon satisfactory completion of construction of the Project in accordance with this Agreement. 1.1.5 City means the City of Temecula, a municipal corporation, exercising governmental functions and powers, and organized and existing under the laws of the State of California. The principal office of the City is located at 41000 Main Street, Temecula, California 92590. 1.1.6 Deed of Trust shall mean a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing in the form attached hereto as Exhibit "D". partnership. 1.1.7 Default has the meaning provided in Section 6.1. 1.1.8 Developer means AMCAL PUJOL FUND, L.P., a California limited 1.1.9 Escrow Holder shall mean Lawyers Title. 1.1.10 Grant Agreement means the agreement pursuant to which the Agency Grant will be made to the Grant Recipient in the form attached hereto as Exhibit "D". 1.1.11 Grant Recipient means Grant Funds Recipient Corporation, a California corporation. 1.1.12 Hazardous Materials means any chemical, material or substance now or hereafter defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic -2- 11087-000111328902v2.doc substances," "pollutant or contaminant," "imminently hazardous chemical substance or mixture," "hazardous air pollutant," "toxic pollutant," or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Site, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq. The term "Hazardous Materials" shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto in effect as of the date of the close of any escrow; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by-product material as defined at 42 U.S.C. § 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyl's; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Site, to adjacent properties, or to persons on or about the Site, (ii) which causes the Site to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Site requires investigation, reporting or remediation under any such laws or regulations. 1.1.13 Holder has the meaning provided in Section 3.2.2. 1.1.14 Improvements means the improvements comprising the Project that are described in the Scope of Development. 1.1.15 Notice of Affordabilitv Restrictions shall mean the Notice of Affordability Restrictions attached hereto as Exhibit "F". 1.1.16 Party means any party to this Agreement. "Parties" shall mean, collectively, both parties to this Agreement. 1.1.17 Plans and Specifications means the plans and specifications approved by the City and the Agency for construction of the Improvements. 1.1.18 Project means, collectively, Site and the Improvements. 1.1.19 Project Area means the Riverside County Redevelopment Project Area No. 1988-1. 1.1.20 Redevelopment Law means the Community Redevelopment Law of the State of California (being § 33000 et seq. of the Health and Safety Code of the State of California. -3- 11087-000111328902v2.doc 1.1.21 Redevelopment Plan means the Redevelopment Plan for the Project Area. This Agreement shall be subject to the provisions of the Redevelopment Plan (which are incorporated herein by this reference and made a part hereof as though fully set forth herein). 1.1.22 Regulatory Agreement shall mean a Regulatory Agreement in the form attached hereto as Exhibit "G". 1.1.23 Restrictive Covenant Period has the meaning provided in Section 4.1. 1.1.24 Schedule of Performance means the Schedule of Performance attached hereto as Exhibit "C". 1.1.25 Scope of Development means the Scope of Development attached hereto as Exhibit "B". 1.1.26 Site means the land described on Exhibit "A". ARTICLE 2. DEVELOPMENT OF THE SITE Section 2.1 Scope of Development. 2.1.1 Developer shall acquire the Site and complete the Improvements in accordance with the Scope of Development, the Schedule of Performance and the Plans and Specifications, and shall also complete such other amenities, landscaping and public improvements as are required by the City through the entitlement and permit process. 2.1.2 The Developer shall also comply with any and all applicable federal, state and local laws, rules and regulations, and any applicable mitigation measures adopted pursuant to the California Environmental Quality Act. Section 2.2 Agency's Right to Review Plans and Specifications. In connection with design of the Improvements, the Developer shall submit preliminary plans, landscaping plans, and final plans and specifications to the Agency for the Agency's review and approval, which review and approval shall not be unreasonably delayed or withheld. Concept drawings shall consist of all building elevations, rendered, at a scale of 1/4=1'- 0"; a site plan delineating all circulation patterns, parking areas, free standing and/or monument signage locations, and set backs; and a conceptual landscape plan, all on standard 36"x 24" sheets. Preliminary plans shall consist of the same plans in the same format in preliminary design status as identified in a standard American Institute of Architects design contract, with the addition of a material schedule/color board for the buildings, a plant material schedule for the landscape plan, and the dimensions and faces of all proposed signs. Final plans and specifications shall consist of the set of construction documents from which the Improvements will be constructed. The Developer shall construct the Improvements in compliance with the plans and specifications approved by the Agency. -4- 11087-000I11328902v2.doc Section 2.3 Approval of Construction Plans. The Agency shall reasonably approve or disapprove such plans, drawings, and related documents referred to in Section 2.2 in a reasonably timely fashion but in no event, longer than thirty (30) days after the Developer submits such plans, drawings and related documents referred to in Section 2.2. In the event the Agency fails to approve or disapprove such plans, drawings and related documents within thirty (30) days after submittal by the Developer, the plans, drawings and related documents shall be deemed approved by the Agency. Any disapproval shall state in writing the reasons (in reasonable detail) for disapproval. The Developer, upon receipt of a disapproval, shall revise such portion of the plans, drawings or related documents in a manner that satisfies the reasons for disapproval and shall resubmit such revised portions to the Agency as soon as possible after receipt of the notice of disapproval. The Agency shall approve or disapprove such revised portions in the same manner as provided in this Agreement for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a reasonable time taking into consideration the scope and detail of the plans, drawings and documents submitted. All approvals or disapprovals to be made by the Agency pursuant to this Article 2 shall be made by the Executive Director of the Agency or the Executive Director's designated staff members, and such approvals or disapprovals are separate and apart from any other review and approval required by the City through the entitlement and permit process. Section 2.4 Changes in Construction Drawings. If the Developer desires to make any material changes in the construction drawings and related documents after their approval by the Agency, the Developer shall submit the proposed changes to the Agency for its reasonable approval. The Agency shall approve or disapprove such changes in the same manner as provided in this Article 2 for approval or disapproval of plans, drawings; and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a reasonable time taking into consideration the scope and detail of the plans, drawings and documents submitted. The Developer shall revise any disapproved portions and resubmit them to the Agency as provided in this Article 2. Section 2.5 Cost of Construction. Except for the Agency Grant, the cost of acquiring the Site and constructing all Improvements and all public infrastructure improvements relating to the Project, or required by the City or Agency in connection with the Project, if any, shall be borne by the Developer. Section 2.6 Local, State and Federal Laws. The Developer shall carry out the construction of the Improvements in conformity with all applicable laws, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards. Developer agrees to indemnify, defend and hold Agency harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of Developer or its contractor(s) or agents to comply with such laws, rules or regulations. The Developer's indemnity obligations set forth in this Section 2.6 shall survive the termination or expiration of this Agreement. -5- 11087-000I11328902v2.doc Section 2.7 Nondiscrimination During Construction. The Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements. Section 2.8 Certificate of Completion of Construction Obligations. Promptly after completion of all construction and development to be completed by the Developer upon the Site, the Agency shall furnish the Developer with a "Certificate of Completion of Construction Obligations" upon written request therefore by the Developer. Such Certificate of Completion shall be in such form as to permit it to be recorded in the Official Records. If, after written request therefore from Developer, Agency refuses or fails to furnish the Certificate of Completion, Agency shall, within 30 days after the written request, provide the Developer with a written statement of the reasons Agency refused or failed to furnish the Certificate of Completion. The statement shall also contain Agency's opinion of the action(s) Developer must take to obtain the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage or any insurer of a mortgage securing money loaned to finance the Improvements. Such Certificate of Completion shall not be notice of completion as referred to in Section 3093 of the California Civil Code. ARTICLE 3. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS Section 3.1 Limitation As To Transfer of the Site and Assignment of Agreement. Prior to the issuance of the Final Certificate of Occupancy by the City for the Development, the Developer shall not (i) transfer its rights and obligations under this Agreement; (ii) sell, assign, transfer, encumber, pledge or lease the Project; or (ii) change the general partner of Developer, without the Agency's prior written consent, which consent may be granted or withheld at the sole and absolute discretion of the Agency. The Developer acknowledges that the identity of the Developer is of particular concern to the Agency, and it is because of the Developer's identity that the Agency has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement in violation of the terms hereof. This prohibition shall not be deemed to prevent the (i) granting of easements or licenses to facilitate the construction of the Improvements or the development of the Site, or (ii) any mortgage or deed of trust permitted by this Agreement. Upon the Agency's issuance of the Final Certificate of Occupancy by the City for the Development, the Developer may transfer the Project, subject to the Regulatory Agreement and the Deed of Trust, to any transferee which is a reputable and experienced owner of low income housing developments, as determined in good faith by Agency. Nothing herein shall prohibit, or require Agency consent for, (i) the transfer of any limited partnership interest in Developer, (ii) the transfer of any interest in any limited partner of Developer, (iii) the admission of a California nonprofit public benefit corporation as the managing general partner of Developer -6- 11087-0001 \ 1328902 v2.doc provided the admission occurs prior to the Close of Escrow, no payment is made to such new managing general partner, the then -existing general partner(s) remain general partners, and AMCAL Multi -Housing, Inc. remains in control of one or more general partners, or (iv) the removal of a general partner of the Developer by a limited partner of Developer for a default under Developer's partnership agreement, provided that any replacement general partner is approved by Agency, which approval shall not be unreasonably withheld, conditioned or delayed. Section 3.2 Financing; Right of Lenders. 3.2.1 Financing For Development. In addition to the Agency Grant, the Developer will use diligent efforts to obtain financing for the Housing Project through a combination of sources, including: (i) tax credits (the "Tax Credit Financing"), (ii) a construction loan from a reputable institutional lender (the "Construction Loan"), and (iii) a permanent loan from a reputable institutional lender (the "Permanent Loan"), as may be necessary to pay all costs necessary for the development and construction of the Project (all collectively, the "Project Financing"). 3.2.2 Notice of Default to Mortgage, Deed of Trust or Other Security Interest Holders; Right to Cure. (a) Definitions. As used in this Section, the term "mortgage" shall include any mortgage, whether a leasehold mortgage or otherwise, deed of trust, or other security interest, or sale and lease -back, or any other form of conveyance for financing. The term "holder" shall include the holder of any such mortgage, deed of trust, or other security interest, or the lessor under a lease -back, or the grantee under any other conveyance for financing. (b) Developer's Breach Not to Defeat Mortgage Lien. Developer's breach of any of the covenants or restrictions contained in this Agreement shall not defeat or render invalid the lien of any mortgage made in good faith and for value as to the Site, or any part thereof or interest therein, but unless otherwise provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of this Agreement shall be binding and effective against the holder of any such mortgage of the Site whose interest is acquired by foreclosure, trustee's sale or otherwise. (c) Holder Not Obligated to Construct or Complete Improvements. The holder of any mortgage shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion. (d) Notice of Default to Mortgages, Deed of Trust or other Security Interest Holders. Whenever Agency shall deliver any notice or demand to Developer with respect to any breach or default by Developer hereunder, Agency shall at the same time deliver a copy of such notice or demand to each holder of record of any mortgage who has previously made a written request to Agency therefor, or to the representative of such lender as may be identified in such a written request by the lender. No notice of default shall be effective as to the holder unless such notice is given. -7- 1 1087-000111328902v2.doc (e) Right to Cure. Each holder (insofar as the rights of Agency are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the notice, to: (i) obtain possession, if necessary, and to commence and diligently pursue said cure until the same is completed, and (ii) add the cost of said cure to the security interest debt and the lien or obligation on its security interest; provided that in the case of a default which cannot with diligence be remedied or cured within such ninety (90) day period, such holder shall have additional time as reasonably necessary to remedy or cure such default. In the event there is more than one such holder, the right to cure or remedy a breach or default of Developer under this Section shall be exercised by the holder first in priority or as the holders may otherwise agree among themselves, but there shall be only one exercise of such right to cure and remedy a breach or default of Developer under this Section. No holder shall undertake or continue the construction or completion of the improvements (beyond the extent necessary to preserve or protect the improvements or construction already made) without first submitting evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to construct and complete the improvements. Any holder properly completing such improvements shall be entitled, upon written request made to Agency, to a Release of Construction Covenants from Agency. (0 Agency's Rights upon Failure of Holder to Complete Improvements. In any case where one hundred eighty (180) days after default by Developer in completion of construction of improvements under this Agreement, the holder of any mortgage creating a lien or encumbrance upon the Site or improvements thereon has not exercised the option to construct afforded in this Section or if it has exercised such option and has not proceeded diligently with construction, Agency may, after ninety (90) days' notice to such holder and if such holder has not exercised such option to construct within said ninety (90) day period, purchase the mortgage, upon payment to the holder of an amount equal to the sum of the following: (i) The unpaid mortgage debt plus any accrued and unpaid interest (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings, if any); (ii) All expenses incurred by the holder with respect to foreclosure, if any; (iii) The net expenses (exclusive of general overhead), incurred by the holder as a direct result of the ownership or management of the Site, such as insurance premiums or real estate taxes, if any; -8- 11087-000111328902v2.doc (iv) The costs of any improvements made by such holder, if any, that comply with this OPA; and (v) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence to the date of payment by the Agency. In the event that the holder does not exercise its option to construct afforded in this Section, and Agency elects not to purchase the mortgage of holder, upon written request by the holder to Agency, Agency agrees to use good faith efforts (at no cost to Agency) to assist the holder selling the holder's interest to a qualified and responsible party or parties (as determined by Agency). The proceeds of such a sale shall be applied first to the holder of those items specified in subparagraphs a. through e. hereinabove, and any balance remaining thereafter shall be applied as follows: (1) First, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually and reasonably incurred by Agency, including but not limited to payroll expenses, management expenses, legal expenses, and others. (2) Second, to reimburse Agency, on its own behalf and on behalf of the City, for all payments made by Agency to discharge any other encumbrances or liens on the Site or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of Developer, its successors or transferees. (3) Third, to reimburse Agency, on its own behalf and on behalf of the City, for all costs and expenses actually incurred by Agency, in connection with its efforts assisting the holder in selling the holder's interest in accordance with this Section. (4) Fourth, any balance remaining thereafter shall be paid 50% to Developer and 50% to Agency. (g) Right of Agency to Cure Mortgage, Deed of Trust or Other Security Interest Default. In the event of a default or breach by Developer (or entity permitted to acquire title under this Section) of a mortgage prior to the issuance by Agency of a Release of Construction Covenants for the Site or portions thereof covered by said mortgage, and the holder of any such mortgage has not exercised its option to complete the development, Agency may cure the default prior to completion of any foreclosure. In such event, Agency shall be entitled to reimbursement from Developer or other entity of all costs and expenses incurred by Agency in curing the default, to the extent permitted by law, as if such holder initiated such claim for reimbursement, including legal costs and attorneys' fees, which right of reimbursement shall be secured by a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to: (i) Any mortgage for financing permitted by this Agreement; and (ii) Any rights or interests provided in this Agreement for the protection of the holders of such mortgages for financing; -9- 11087-0001 \ 1328902v2. doc provided that nothing herein shall be deemed to impose upon Agency any affirmative obligations (by the payment of money, construction or otherwise) with respect to the Site in the event of its enforcement of its lien. ARTICLE 4. USE OF THE SITE Section 4.1 Use. The Developer covenants and agrees for itself, and its successors and its assigns, that the Developer, such successors, and such assignees shall use the Site and every part thereof only for the construction of the Improvements thereon for fifty-five (55) years after the issuance of the final Certificate of Occupancy for the Project (the "Restrictive Covenant Period") only for affordable rental housing for low income households, as required in the Regulatory Agreement. Section 4.2 Tenant Relocation. The Developer covenants and agrees for itself, and its successors and its assigns, that the Developer, such successors, and such assigns, shall take full responsibility for the relocation, if any, of tenants located within the Site, and shall pay all costs and expenses associated with such relocation as may arise from applicable federal and state laws and regulations, including, without limitation, the California Relocation Assistance and Real Property Acquisition statutes and guidelines as amended. Section 4.3 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors and assigns, and for every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, and the Developer (itself or any person claiming under or through the Developer) shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site or any portion thereof. Section 4.4 Form of Nondiscrimination and Nonsegregation Clauses. All deeds, leases or contracts entered into by Developer that relate to the Site or any portion thereof shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, -10- 11087-000111328902v2.doc establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in -11- 11087-0001 \1328902v2.doc said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." Section 4.5 Effect and Duration of Covenants. The following covenants shall be binding upon the Site and Developer, and its successors and assigns, for the following periods and each of which shall be set forth with particularity in any document of transfer or conveyance by the Developer: (1) The use requirements set forth in Section 4.1 shall remain in effect for the Restrictive Covenant Period; and (2) The non-discrimination and non -segregation requirements set forth in Section 4.3 and Section 4.4, respectively, which shall remain in effect in perpetuity. ARTICLE 5. AGENCY GRANT Section 5.1 Conditions for Closing. The following events are conditions precedent to the Agency's making the Agency Grant, and the date upon which the above conditions precedent have been fully satisfied by the Developer and/or waived in writing by the Agency, is referred to herein as the "Close of Escrow": (i) the issuance to the Agency of an ALTA Lender's title policy (the "Title Policy"), which insures the Agency's Deed of Trust and is in form and substance (and with endorsements) satisfactory to the Agency; (ii) presentation to the Agency of evidence (such as insurance certificates) that the insurance required by this Agreement is in effect; (iii) execution and delivery to the Agency of the Regulatory Agreement, Deed of Trust and Notice of Affordability Restrictions, duly acknowledged, and the recordation of the Deed of Trust, the Regulatory Agreement and the Notice of Affordability Covenants in the Official Records of Riverside County, California; (iv) delivery to the Agency of evidence acceptable to the Agency that all permits and governmental approvals for the development of the Project and any improvements on which the Project is to be located have been issued or are ready to be issued (subject to payment of the applicable permit fees), all other development -related fees (including, without limitation, DIF and TUMF fees and exactions) shall be paid concurrently with the Close of Escrow, and there are no unsatisfied conditions to the issuance of any such approvals or permits; (iv) the absence of a default by Developer under this Grant Agreement; and -12- 11087-000111328902v2.doc (v) the delivery to the Agency of an LP -1 for the Developer certified by the California Secretary of State, a Good Standing Certificate for the Developer issued by the California Secretary of State and a copy of Developer's partnership agreement, and the approval of such partnership agreement by the Agency Executive Director. (vi) the Construction Loan, and all other financing and all commitments for tax credit equity necessary to pay all costs of the Project shall have closed or will close concurrently with the close of escrow (the "Construction Loan Closing"); (vii) Agency shall have received and approved GMAX or a stipulated sum with a reputable contractor for the Project, and if required by other sources of financing, copies of payment and performance bonds; (viii) The Agency shall have received a fully executed Grant Agreement from the Grant Recipient; and (ix) Agency shall have reviewed and approved a final project budget (the "Project Budget"), showing all costs of the Project, including the following materials for Agency review: (i) final sources of funds statement (divided into construction and permanent loan periods), (ii) cash flow projections, and (iii) first year operating budget. Section 5.2 Disbursements of Grant Funds. Up to one third of the Agency Grant funds shall be disbursed upon the Close of Escrow to pay for Site acquisition costs. The next one-third of the Agency Grant funds shall be disbursed on a construction draw basis to pay for acquisition, construction and development costs in accordance with and subject to typical construction loan disbursement conditions (including, without limitation, absence of a default by Developer under this Agreement, disbursement no more often than once every 30 days, Agency's receipt of a written disbursement request indicating the amount requested including the names of all contractors and vendors to be paid together with copies of invoices of the costs to be paid, conditional lien releases from all contractors and subcontractors to be paid and unconditional lien releases for all previous contractor invoices for which the previous disbursement of loan proceeds was made). The Agency may suspend disbursements of the Agency Grant funds at any time if the Agency reasonably determines that the undisbursed portions of the Agency Grant, together with other sources of committed financing and tax credit equity, is insufficient to pay all then - remaining Project costs, and thereafter, for so long as that "out of balance" situation continues. Upon the issuance of a Certificate of Completion by Agency, the Agency will disburse the remainder of the Agency Grant funds for application to the partial repayment of the Construction Loan or to pay approved Project Costs. The Agency and the Developer agree that the Agency Grant shall be made to the Grant Recipient who shall loan the proceeds of the Agency Grant to the Developer (the "Developer Loan") for use in connection with the development of the Project as contemplated herein. The Developer Loan shall have a term no to exceed 57 years, shall accrue interest at a rate not to exceed 3% per annum and shall be payable solely from Project residual receipts. -13- 11087-0001\1328902v2.doc Section 5.3 Escrow And Escrow Instructions. Upon the execution of this Agreement, Developer and Agency shall deliver a copy of this Agreement to Escrow Holder and shall open an escrow for the transactions described herein. This Agreement constitutes the joint escrow instructions of Developer and Agency to Escrow Holder in connection with the Agency Grant. Developer and Agency may supplement such escrow instructions and agree to execute such reasonable supplemental escrow instructions as may be required by Escrow Holder. Section 5.4 Costs. Developer shall pay all escrow, recording and title insurance costs and fees. Section 5.5 Subordination to Deed of Trust Securing Construction and Permanent Financing. The Agency will subordinate this Agreement, the Deed of Trust and Regulatory Agreement to the lien securing Construction or Permanent Loans for the Project provided Developer is not in default under this Agreement and provided, further, that the Executive Director of the Agency shall have reasonably approved the terms of the financing and the terms of the subordination document, and provided, further, that the Loans are within the amounts contemplated by the project budget approved and sources of funds statement by the Agency. Section 5.6 Insurance. Until the repayment (or forgiveness) of the principal and interest under the Note and the satisfaction of Developer's obligations under this Grant Agreement, Developer shall comply with the following. (a) Developer shall obtain and maintain at no cost or expense to Agency, with a reputable and financially responsible insurance company reasonably acceptable to Agency, both commercial broad form general public liability insurance, (insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Project) and automobile liability insurance. Such general public liability insurance and automobile insurance shall each provide combined single limit protection of at least $2,000,000. Such insurance policy(s) shall name the City and the Agency and their elected officials, council members, board members, officers, employees, consultants, independent contractors, attorneys and servants as additional insureds. (i) Before commencement of any work by Developer on any portion of the Site, Developer shall obtain and maintain in force until completion of such work (i) "all risk " builder's risk insurance with a combined single limit of at least $2,000,000, including coverage for vandalism and malicious mischief, in a form and with a company reasonably acceptable to the Agency, and (ii) workers' compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. Such builder's risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors', subcontractors', and construction managers' tools and equipment and property owned by contractors' and subcontractors' employees. -14- 11087-0001 \ 1328902 v2.doc (ii) Developer shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. (iii) With respect to each policy of insurance required above, Developer and each of Developer's general contractors shall furnish to the Agency an insurance certificate on the insurance carrier's form setting forth the general provisions of the insurance coverage (as well as a copy of each insurance policy promptly upon receipt by Developer). The required certificate shall be furnished by Developer prior to commencement of the Project. (iv) All such policies required by this Section shall be issued by responsible insurance companies licensed to do business in California with an A.M. Best's rating of no less than A:VIII, be primary and noncontributing, shall be nonassessable and shall contain language to the effect that (i) the policies cannot be canceled or materially changed except after thirty (30) days' written notice by the insurer to the Agency by certified mail, and (ii) the Agency shall not be liable for any premiums or assessments. All such insurance shall have deductibility limits which shall be commercially reasonable. (v) Each policy of insurance required above shall include a waiver by the insurer of all rights it may have to be subrogated to rights against Agency (or its elected officials, council members, board members, officers, employees, agents and representatives) in connection with any insured loss, and Developer hereby waives any rights it may have against such persons or entities in connection with matters covered by insurance. Section 5.7 Representations and Warranties. Developer makes the following representations and warranties as of the date of this Grant Agreement and agrees that such representations and warranties shall survive and continue after the Loan is paid: (a) Authority. Developer has complied with all laws and regulations concerning Developer's organization, existence and transaction of business. Developer has the legal right and power to own and develop the Site and Construct Improvements thereon as contemplated in this Grant Agreement, subject to obtaining applicable permits. Developer has full right, power and authority to execute and deliver this Loan Agreement and to perform the undertakings of Developer contained in this Grant Agreement. (b) Enforceability. This Grant Agreement and the documents attached as exhibits thereto, when executed and delivered, constitute valid and binding obligations of Developer which are legally enforceable in accordance with their terms, subject to the laws of bankruptcy, creditor's rights exceptions, and equity. (c) No Breach. None of the undertakings of Developer contained in this Grant Agreement or the other document required by this Grant Agreement violates any applicable statute, law, regulation or ordinance or any order or ruling of any court or governmental entity, or conflicts with, or constitutes a breach or default under, any agreement by which Developer is, or the Site are bound or regulated. -15- 11087-0001 \ 1328902v2.doc Section 5.8 Source of Agency Grant Funds. In accordance with California Labor Code Section 1720(c)(4), so long as the public subsidy for the Project consists solely of moneys from a Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Health and Safety Code or that are paid for by a combination of private funds and funds available pursuant to Section 33334.2 or 33334.3 of the California Health and Safety Code the Project is not subject to State prevailing wages. Agency shall fund the Grant solely with the proceeds of funds available pursuant to Section 33334.2 or 33334.3 of the Health and Safety Code. ARTICLE 6. EVENTS OF DEFAULT, REMEDIES AND TERMINATION Section 6.1 Defaults. The following shall constitute a "Default" under this Agreement by Developer: (a) a failure to pay any sum due under this Agreement or any of the documents executed by Developer pursuant to this Agreement within five (5) business days after written demand by the other party; (b) failure to perform any term or provision of this Agreement or such documents (including, without limitation, the Regulatory Agreement , the Note and the Deed of Trust) and the failure to cure such default within thirty (30) days after written notice of the failure, unless such breach or default cannot reasonably be remedied in such thirty (30) day period, in which event Developer shall not be in default if it commences to cure such breach or default within such thirty (30) day period and diligently pursues such curing to completion; (c) failure by Developer to meet any deadline in the Schedule of Performance, provided that the commencement and completion deadline shall be subject to extension under Section 7.6 below; or (d) filing of a petition under the Bankruptcy Code by or against Developer, or appointment of a receiver or trustee of any property of Developer, or an assignment by Developer for the benefit of creditors, or adjudication by a court, that Developer is insolvent, and the failure of Developer to cause such petition, appointment, or assignment to be removed or discharged within sixty (60) days. If Developer is in default, the obligation of Agency to disburse Agency Grant funds to Grant Recipient otherwise provided for herein shall be suspended during the period of such default. Except as otherwise expressly provided in this Agreement, any failure or delay in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies or of rights to institute and maintain any actions or proceedings to protect, assert or enforce any such rights or remedies. Section 6.2 Legal Actions. 6.2.1 Institution of Legal Actions. Unless otherwise specifically provided in this Agreement, in addition to any other rights or remedies, any Party may institute legal action to cure, correct, or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the provisions of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in any other appropriate municipal court in that County, or in the Federal District Court in the Central District of California. -16- 11087-000111328902v2.doc 6.2.2 Termination of Agreement. In addition to the rights and remedies provided in Section 6.2.1, in the event of a Default prior to the Construction Loan closing, Agency may terminate this Agreement upon 30 days prior written notice thereof to the Developer if any default giving rise to such termination is not cured within said 30 -day period. In the event of such termination, all of the provisions of this Agreement shall be of no further force or effect, except for those provisions hereof which expressly provide that they shall survive such termination. 6.2.3 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default. 6.2.4 No Personal Liability. Except as specifically provided herein to the contrary, no representative, employee, attorney, agent or consultant of the Agency or City shall personally be liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the Agency, or for any amount which may become due to the Developer, or any successor in interest, on any obligation under the terms of this Agreement, nor shall any representative, employee, attorney, agent or consultant of the Developer be personally liable to the Agency, or City or any successor in interest of the Agency or City in the event of any default or breach by the Developer, or for any amount which may become due to the Agency or City, or any successor in interest on any obligation under the terms of this Agreement. 6.2.5 Inaction Not a Waiver of Default. Except as expressly provided in this Agreement to the contrary, any failure or delay by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. ARTICLE 7. INDEMNITY The Developer shall indemnify, defend, protect, and hold harmless the Agency and the City and any and all agents, employees, attorneys and representatives of the Agency and the City (the "Indemnified Parties"), from and against all losses, liabilities, claims, damages (including consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorney's fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: (i) the use, ownership, management, occupancy, or possession of the Site for so long as Developer is the owner thereof, -17- 11087-0001 1 17- 11087-000111328902v2.doc (ii) any default or Default of the Developer hereunder, (iii) any of the Developer's activities on the Site (or the activities of the Developer's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Site), including without limitation the construction of the Improvements on the Site, (iv) the presence or clean-up of Hazardous Materials on, in or under the Site not caused by City or Agency for so long as Developer is the owner thereof, or, (v) arising from the Developer's ownership, use, possession, improvement, operation, leasing (including tenant relocation) or disposition of the Site, regardless of whether such damages, losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement. The Developer's defense and indemnity obligations set forth in this Article shall survive the termination or expiration of this Agreement and shall be in addition to (not in lieu of any other indemnity obligations of Developer in other documents). The Developer shall have no obligation to indemnify any Indemnified Party for the gross negligence or willful misconduct of any Indemnified Party. Section 7.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery, (b) three (3) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested or (c) the next business day after deposit with a nationally reorganized overnight courier, in each instance addressed to the recipient as set forth below. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Agency: Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, CA 92590 Attn: Executive Director Developer: AMCAL Pujol Fund, L.P. 30141 Agoura Road, Suite 100 Agoura Hills, CA 91301 Attn: Arjun Nagarkatti Section 7.2 Construction. The Parties agree that each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. -18- 11087-0001 \ 1328902v2.doc Section 7.3 Time of the Essence. Time is of the essence of each and every provision of this Agreement in which time is a factor. Section 7.4 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. Section 7.5 Enforced Delay: Extension of Times of Performance. Completion of performance shall be excused to the extent such completion is prevented or delayed by reason of any of the following beyond the control of such party: (i) war, insurrection, riot, flood, severed weather, earthquake, fire, casualty, acts of public enemy, governmental restriction, litigation, acts or failures to act of any governmental agency or entity, including the Agency, that are not normal/customary or (ii) inability to secure necessary labor, materials or tools, strikes, lockouts, delays of any contractor, subcontractor or supplier. Nonperformance shall be excused and the time of performance shall be extended only by the number of days that the events delay the completion of performance. Section 7.6 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. Section 7.7 Acceptance of Service of Process. In the event that any legal action is commenced by any Party against any other Party, service of process on such Party shall be made by personal service upon any agent of such Party (authorized to accept service on such party's behalf) or in such other manner as may be provided by law and shall be valid whether made within or without the State of California. Section 7.8 Entire Agreement, Waivers and Amendments. This Agreement, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter hereof. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound thereby. No person is authorized to make, and by execution hereof the Developer and the Agency acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on the Developer or the Agency. -19- 11087-0001 \1328902v2.doc Section 7.9 Counterparts. The Agreement may be executed in duplicate originals, each of which is deemed to be an original. Section 7.10 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the day and year first above written. -20- 11087-0001 \ 1328902v2. doc ATTEST: By: "DEVELOPER": AMCAL PUJOL FUND, L.P., a California limited partnership By: AMCAL Multi -Housing, Inc., a California corporation, its general partner By: Arjun Nagarkatti President "AGENCY": REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic Susan W. Jones MMC By: Agency Secretary Mike Naggar, Chairperson Temecula Redevelopment Agency APPROVED AS TO FORM: Richards, Watson & Gershon, a professional corporation By: Peter M. Thorson Agency Counsel -21- 11087-0001 2l- 11087-0001 \ 1328902v2.doc EXHIBIT "A" LEGAL DESCRIPTION OF SITE The land referred to herein is situated in the State of California, County of Riverside, City of Temecula, described as follows: PARCEL 1 LOTS 1, 2 AND 3 OF THE TOWN OF TEMECULA AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAND DIEGO COUNTY, CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF THE UNNAMED STREET AND OF THE NORTHWEST HALF OF E STREET ABUTTING SAID LOTS WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS, SAID UNNAMED STREET BEING ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF RIVERSIDE, A CERTIFIED COPY OF SAID ORDER BEING RECORDED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS, AND SAID E STREET BEING VACATED BY RESOLUTION OF THE BOARD OF SUPERVISORS, A CERTIFIED COPY OF SAID RESOLUTION BEING RECORDED JANUARY 26, 1954 IN BOOK 1548 PAGE 358 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2 LOT 4 OF BLOCK 35 OF THE TOWNSITE OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN ANNEXED STREET ADJACENT AND ON THE SOUTH SIDE OF SAID LOTS, AS VACATED BY RESOLUTION FILED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3 LOTS 5 AND 6, BLOCK 35, TOWN OF TEMECULA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 726 OF RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. APN: 922-062-005-6 (Affects Parcel 1), 922-062-004-5 (Affects Parcel 2) and 922-062-003-4 (Affects Parcel 3) A-1 11087-000111328902v2.doc EXHIBIT "B" SCOPE OF DEVELOPMENT A. General The site consists of property located at 28673, 28681, & 28701 Pujol Street (APN 922- 062-003, 004, 005). The Total site is approximately 64,904 square feet, with the proposed total building area of 46,765 square feet. The Developer agrees that the Site shall be developed and improved in accordance with the provisions of the Agreement and the plans, drawings, and related documents approved by the Agency and/or City of Temecula pursuant hereto. The Developer shall work with the staff to coordinate the overall design, architecture and color of the improvements to be constructed on the Site. B. Construction of the Improvements The Developer shall construct a 3 story residential building consisting of forty-four (44) affordable housing units and one Manager's unit. The affordable units will consist of thirty (30) two bedroom apartment units @ 800 square feet and fifteen (15) three bedroom units @ 1050 square feet. C. Architecture and Design The Development shall be of high architectural quality, including landscaping, and shall be effectively and aesthetically designed, and shall adhere to the Old Town Specific Plan Design Guidelines. The shape, scale of volume, and exterior finish of the building must be visually related to the adjacent buildings within the neighborhood. The building shall be developed with the number of parking spaces approved by the Agency. D. Applicable Codes The Developer's improvements shall be constructed in accordance with the Uniform Building Code and the City of Temecula Ordinances and/ or Municipal Code. B-1 11087-000l\1328902 v2. doc EXHIBIT "C" SCHEDULE OF PERFORMANCE Apply for Tax Credits 8/19/2011 Close of Escrow (acquisition of Site, closing of 3/1/2012 construction loan, all permits/entitlements ready to be issued upon payment of fees) Commence Construction 3/15/2012 Complete foundations and obtain approval 10/15/2012 thereof by City Complete Construction 5/15/2013 C-1 11087-0001 \ 1328902v2.doc EXHIBIT "D" FORM OF DEED OF TRUST [Attached.] D-1 11087-000111328902v2.doc RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Temecula P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees pursuant to Gov. Code Section 27383 DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING This DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (WITH ASSIGNMENT OF RENTS) (the "Deed of Trust") is dated as of February 22, 2011, by AMCAL PUJOL FUND, L.P., a California limited liability partnership ("Trustor"), whose address is 30141 Agoura Road, Suite 100, Agoura Hills, California 91301, to LAWYERS TITLE COMPANY, whose address is 801 S. Figueroa Street, Suite 870, Los Angeles, California 90017 ("Trustee"), for the benefit of the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Beneficiary"), whose address is Post Office Box 9033, 41000 Main Street, Temecula, California 92589-9033. The Trustor grants, transfers and assigns to the Trustee in trust, upon the covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, and right of entry and possession, all of its right, title and interest in that certain land (the "Site") in the City of Temecula, County of Riverside, State of California, described in Exhibit "A" attached hereto and incorporated herein by this reference. Together with the Trustor's interest in all buildings, structures and improvements of every nature whatsoever now or hereafter situated on the Site; and Together with the rents, issues and profits thereof; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to goods which are or which become fixtures, and all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantles, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; and Together with all building materials and equipment now or hereafter delivered to said premises and intended to be installed therein; and -1- 11087-0001\1326309v2.doc Together with all plans, drawings, specifications, etc., and articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Site which are necessary to the completion and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner. To have and to hold the property hereinbefore described (including the Site and all appurtenances), all such property being referred to collectively herein as the "Property," to the Trustee, its successors and assigns forever. FOR THE PURPOSE of securing (1) the obligations of Grant Funds Recipient Corporation, a California corporation under Section 4 of that certain Grant Agreement dated February 22, 2011 executed by Grant Funds Recipient Corporation and Beneficiary ("Grant Agreement"); (2) performance by Trustor under and compliance of Trustor with that certain Regulatory Agreement dated February 22, 2011 executed by Trustor and Beneficiary. This Deed of Trust is being executed pursuant to that certain Owner Participation and Grant Agreement dated February 22, 2011 executed by Trustor and Beneficiary (the "OPA"). AND TO PROTECT THE SECURITY OF THE DEED OF TRUST, THE TRUSTOR COVENANTS AND AGREES: 1. That it will perform and comply with the terms of the Regulatory Agreement and OPA; 2. That it will not permit or suffer the use of any of the Property for any purpose other than the use set forth in the Regulatory Agreement; 3. Upon the occurrence of a "Default" under the OPA (as defined in the OPA), (i) the conditional grant evidenced by the Grant Agreement shall become repayable by Grant Funds Recipient Corporation; and (ii) the obligations of Trustor to Grant Funds Recipient Corporation under the Partnership Loan and documents evidencing the Partnership Loan, as described in the Grant Agreement, to repay the Partnership shall be automatically accelerated, and the Partnership Loan shall become due and payable; 4. That all rents, profits and income from the Property are hereby assigned to the Beneficiary for the purpose of discharging the obligations hereby secured; however, Permission is hereby given to the Trustor, so long as no such Default exists, to collect such rents, profits and income; 5. That upon the occurrence of a Default, the Beneficiary shall be entitled, upon ex parte motion, to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property described herein and operate same and collect the rents, profits and income there from; -2- 11087-000111326309v2.doc 6. To pay, at least ten (10) days before delinquency, any taxes and assessments affecting the Property when due, all encumbrances, charges and liens, with interest, on said Property or any part thereof which appear to be prior or superior to the Deed of Trust; 7. To keep the Property in good condition and repair, and not to remove or demolish any buildings thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor (unless contested in good faith if the Trustor provides security satisfactory to the Beneficiary that any amounts found to be due will be paid and no sale of the Property or other impairment of the security hereunder will occur); to comply with all laws affecting said Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said Property in violation of law and/or covenants, conditions and/or restrictions affecting said Property; not to permit or suffer any alteration of or addition to the improvements hereafter constructed in or upon said Property without the consent of the Beneficiary; 8. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or the Trustee may appear; 9. Should the Trustor fail to make any payment or do any act as herein provided, then the Beneficiary or the Trustee, but without obligation so to do and without notice to or demand upon the Trustor and without releasing the Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. The Beneficiary or the Trustee being authorized to enter upon said Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee; may pay, purchase, contest or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay its reasonable fees; 10. Trustor shall maintain insurance on the Property in accordance with the OPA, and the Beneficiary shall have the right to obtain and pay for such insurance should the Trustor fail to do so and Trustor shall promptly reimburse Beneficiary for such costs within ten (10) business days after written demand. All such payments not made by the Beneficiary shall be added to the principal sum secured hereby; 11. To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the highest rate of interest permitted by law, after a Default; 12. The Trustor further covenants that it will not voluntarily create, suffer or permit to be created against the Property any lien or liens except as authorized by the Beneficiary and further that it will keep and maintain the Property free from the claims of all persons -3- 11087-000111326309v2.doc supplying labor or materials which will enter into the construction of any and all improvements now being constructed or to be constructed on the Property; 13. That any and all improvements made or about to be made on the Property, and all plans and specifications, shall comply with the OPA and all applicable municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; IT IS MUTUALLY AGREED THAT: 14. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, the Beneficiary shall be entitled to all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute an its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting said Property, are hereby assigned to the Beneficiary. After deducting therefrom all its expenses, including attorneys' fees, the balance of the proceeds shall be applied to the amounts secured hereby, to the extent permitted by applicable law; 15. Upon the occurrence of a Default, the Beneficiary may declare all sums secured hereby immediately due and payable and may exercise its rights and remedies under the OPA, the Regulatory Agreement and applicable law, including, without limitation, delivery to the Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the Property to be sold, which notice the Trustee shall cause to be duly filed for record; 16. Beneficiary's remedies shall include, without limitation, after the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, the right to cause the Trustee, without demand on the Trustor, to sell said Property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may postpone sale of all or any portion of said Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. The Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Trustor, the Trustee or the Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of: (a) the expenses of such sale, together with the reasonable expenses of this trust including therein the Trustee's fees or attorneys' fees for conducting the sale, and the actual cost of publishing, -4- 11087-000] 11326309v2.doc recording, mailing and posting notice of the sale; (b) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on the Trustee's deed; (c) all sums expended under the terms hereof, not then repaid; (d) all other sums then secured hereby; and (e) the remainder, if any, to the person or persons legally entitled thereto; 17. The Beneficiary may from time to time substitute a successor or successors to the Trustee named herein or acting hereunder to execute this Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon the Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by the Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee; 18. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the fullest extent permissible by law; 19. At such time as the obligations secured herby are paid in full (or become no longer repayable) and the obligations under the Regulatory Agreement have been performed and the term thereof has expired, the Beneficiary may submit a written request stating that all obligations secured hereby have been paid or forgiven, and upon surrender of this Deed of Trust and the Regulatory Agreement to the Trustee for cancellation and retention and upon payment of its fees, the Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto;" 20. The trust created hereby is irrevocable by the Trustor; 21. This Deed of Trust applies to, inures to the benefit of; and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term "the Beneficiary" shall include not only the original Beneficiary hereunder but also any future owner and holder, including pledgees of the Note secured hereby. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural; 22. The Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action or proceeding in which the Trustor, the Beneficiary, or the Trustee shall be a party unless brought by the Trustee; 23. The Trustor agrees at any time and from time to time upon receipt of a written request from the Beneficiary, to furnish to the Beneficiary a detailed statement in writing of income, rents, profits and operating expenses of the Property, and the names of the occupants in possession, together with full information regarding all purchase and sale -5- 11087-00011132b309v2.doc and occupancy agreements, and such other information regarding the Property and its use as may be requested by the Beneficiary; 24. The Trustor shall permit the Beneficiary and its agents or representatives to inspect the Property at any and all reasonable times with or without advance notice. Inspections shall be conducted so as not to interfere with the occupants' use and enjoyment of the Property; 25. For purposes of this Deed of Trust, "Hazardous Materials" shall mean any substance, chemical, compound or mixture which is (or contains or is the decomposition product of any substance, chemical compound, or mixture which is): (a) a "Hazardous Substance," "Hazardous Material," "Hazardous Waste," or "Toxic Substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et sec ., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, etsem., or the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et semc .; (b) an "Extremely Hazardous Waste," a "Hazardous Waste," or a "Restricted Hazardous Waste," under §§ 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to §§ 25140 or 44321 of the California Health and Safety Code; (c) a "Hazardous Material," "Hazardous Substance," "Hazardous Waste," "Toxic Air Contaminant," or "Medical Waste" under §§ 25281, 25316, 25501, 25501.1, 25023.2 or 39655 of the California Health and Safety Code; (d) "Oil" or a "Hazardous Substance" listed or identified pursuant to § 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as well as any other hydrocarbonic substance or by-product; (e) listed or defined as a "Hazardous Waste," "Extremely Hazardous Waste," or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations; (f) listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to § 25249.9(a) of the California Health and Safety Code; (g) a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the Property to be put to any lawful purpose; (h) any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, -6- 11087-0001 \1326309v2.doc whether or not the presence of such material resulted from a leaking underground fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et am; asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et semc .; any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel," or "transuranic waste," and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. §§ 2011 et sec ., the Nuclear Waste Policy Act, 42 U.S.C. §§ 10101 q., or pursuant to the California Radiation Control Law, California Health and Safety Code §§ 25800 et semc .; regulated under the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et or the California Occupational Safety and Health Act, California Labor Code §§ et semc .; and/or regulated under the Clean Air Act, 42 U.S.C. §§ 7401 et sem. or pursuant to Division 26 of the California Health and Safety Code; 26. In addition to the general and specific representations, covenants and warranties set forth in this Deed of Trust or otherwise, the Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither the Trustor nor, to the best knowledge of the Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof or any property adjacent thereto has ever been used (whether by the Trustor or, to the best knowledge of the Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials; (b) The Trustor hereby agrees to indemnify the Beneficiary, its officers, employees, contractors and agents, and hold the Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against the Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property after the date hereof or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property after the date hereof (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called "Superfund" or "Superlien" -7- 11087-000111326309v2.doc law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials), regardless of whether or not caused by, or within the control of the Trustor; (c) The Trustor has not received any notice of: (i) the happening of any event involving the use, spillage, discharge or cleanup of any Hazardous Materials ("Hazardous Discharge") affecting the Trustor or the Property; or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting the Trustor or the Property ("Environmental Complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"). If the Trustor receives any such notice after the date hereof, then the Trustor shall give, within seven (7) business days thereafter, oral and written notice of same to the Beneficiary; (d) Without limitation of the Beneficiary's rights under this Deed of Trust, the Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Hazardous Discharge upon its receipt of any notice from any person or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if true, could result in an order, suit or other action against the Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of the Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by the Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by the Trustor upon demand, together with interest thereon at a rate equal to the highest rate payable under applicable law; (e) The foregoing representations, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the date of the full release and reconveyance of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release and reconveyance. (f) All expenses (including reasonable attorneys' fees and costs and allowances) incurred in connection with an action to foreclose, or the exercise of any other remedy provided by this Deed of Trust, including the curing of any default or Default, shall be the responsibility of the Trustor. 27. As used in this Section 27, the word "Grantor" shall mean Trustor, the word "Lender" shall mean Beneficiary, the word "Borrower" shall mean Grant Funds. Recipient Corporation, the word "Obligations" shall mean the obligations secured by this Deed of -8- 11087-000111326309v2.doc Trust, and the word "Guaranty" shall mean this Deed of Trust. This Deed of Trust is a guaranty of payment and not only a guaranty of collection. Lender shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity or any collateral or any other guarantor. Guarantor agrees that, as between Guarantor and Lender, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower or any other guarantor. Guarantor guarantees that the Obligations shall be paid strictly in accordance with the terms of the Grant Agreement. The liability of Guarantor under this Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of the Grant Agreement, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, or failure to act by Lender with respect to, any other guaranty or support document, or any exchange, release or non -perfection of, or failure to act by Lender with respect to, any collateral, for all or any of the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Obligations or the Grant Agreement; (d) any change in the existence, structure, or ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of the Grant - Agreement; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, Borrower or a guarantor. This Guaranty is a continuing guaranty of the payment of all Obligations now or hereafter existing and shall remain in full force and effect until indefeasible payment in full of all Obligations and other amounts payable under this Guaranty and until the sums payable under the Grant Agreement is indefeasibly paid in full. This Guaranty is automatically terminated upon full indefeasible payment of such sums regardless of any other obligations of the Borrower under the Grant Agreement. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Lender on the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though the payment had not been made, whether or not Lender is in possession of the Guaranty. The liability of the Guarantor under this Guaranty is a guaranty of performance and not of collectability, and is not conditional or contingent upon the genuineness, validity, regularity or enforceability of the Grant Agreement or other instruments relating to the creation or performance of the Obligations or the pursuit by Lender of any remedies which it now has or may hereafter have with respect thereto under the Loan Documents, at law, in equity or otherwise. -9- 11087-000 I11326309v2.doc Guarantor hereby waives, to the extent permitted by law: (a) all notices to Guarantor, to Borrower or to any other person, including, but not limited to, notices of the acceptance of this Guaranty or the creation, renewal, extension or modification of the Obligations, or of default in the performance of the Obligations (or any portion thereof) and enforcement of any right or remedy with respect thereto or notice of any other matters relating thereto; (b) diligence and demand of performance; (c) all principles or provisions of law which conflict with the terms of this Guaranty. Guarantor further agrees that Lender may enforce this Guaranty upon the occurrence of any Default notwithstanding the existence of any dispute between Borrower and Lender with respect to the existence of such Default or performance of the Obligations (or any portion thereof) or any counterclaim, set-off or other claim which Borrower may allege with respect thereto. Moreover, Guarantor agrees that Guarantor's obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety. Guarantor agrees that Lender may enforce this Guaranty without the necessity of resorting to or exhausting any security or collateral securing the Obligations, without the necessity of proceeding against any other guarantor, and without the necessity of proceeding against Borrower. Guarantor hereby waives the right to require Lender to proceed against Borrower or to exercise any right or remedy under the Grant Agreement, to pursue any other remedy or to enforce any other right. Guarantor agrees that nothing contained herein shall prevent Lender from suing on the Grant Agreement or from exercising any rights available to it thereunder and that the exercise of any of the aforesaid rights shall not constitute a legal or equitable discharge of Guarantor. Until Guarantor is released from its obligations hereunder, Guarantor hereby fully and completely waives and relinquishes any right of subrogation against Borrower or any other guarantor of the Obligation prior to the full repayment of the Obligation and Guarantor understands and acknowledges that Guarantor may therefore incur a partially or totally non -reimbursable liability hereunder; nevertheless, Guarantor hereby authorizes and empowers Lender to exercise, in its sole discretion, any right and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits and defenses under California Civil Code ("CC") Sections 2787 to 2855, inclusive, and 2899, 2953 and 3433, including, without limitation, the right to require Lender to (i) proceed against Borrower or any other guarantor or pledgor, (ii) proceed against or exhaust any security or collateral Lender may hold, or (iii) pursue any other right or remedy for the benefit of Guarantor. Guarantor agrees that, until Guarantor is released from its liability hereunder: (i) Guarantor shall have no right of subrogation, reimbursement, or contribution against Borrower or any other guarantor of the Obligations or against any collateral or security therefor and further agrees that it shall not have any such right of subrogation, reimbursement, or contribution against Borrower or any other guarantor of the Loan in connection with the Obligations, and (ii) Guarantor hereby forever waives and -10- 11087-000111326309v2.doc relinquishes any and all such subrogation, reimbursement and contribution rights, whether or not the Obligations owed have been fully performed and Lender has released, transferred or disposed of all of its right, title and interest in such collateral or security. Guarantor further agrees that to the extent the waiver of his rights of subrogation, reimbursement and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement and contribution Guarantor may have against Borrower or against such collateral or security shall be junior and subordinate to any rights Lender may have against Borrower and to all right, title and interest Lender may have in such collateral or security. Lender may use, sell or dispose of any item of collateral or security as it sees fit without regard to any subrogation, reimbursement and/or contribution rights that Guarantor may have pursuant to the immediately preceding sentence, and upon any disposition or sale, any such rights of subrogation, reimbursement and/or contribution Guarantor may have shall terminate. Without limiting Lender's rights under any other agreement, any liabilities owed by Borrower to Guarantor in connection with any extension of credit or financial accommodation by Guarantor to or for the account of Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Obligations, and such liabilities of Borrower to Guarantor, if Lender so requests, shall be collected, enforced and received by Guarantor as trustee for the Lender and shall be paid over to Lender, on account of the Obligations but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Guarantor waives presentment, demand, notice of dishonor, protest, notice of acceptance of this Guaranty or incurrence of any of the Obligations and any other formality with respect to any of the Obligations or this Guaranty: "TRUSTOR": AMCAL PUJOL, LP, a California limited liability partnership By: Print Name: Title: -11- 11087-000111326309v2.doc EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the State of California, County of Riverside, City of Temecula, described as follows: PARCEL 1 LOTS 1, 2 AND 3 OF THE TOWN OF TEMECULA AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAND DIEGO COUNTY, CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF THE UNNAMED STREET AND OF THE NORTHWEST HALF OF E STREET ABUTTING SAID LOTS WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS, SAID UNNAMED STREET BEING ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF RIVERSIDE, A CERTIFIED COPY OF SAID ORDER BEING RECORDED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS, AND SAID E STREET BEING VACATED BY RESOLUTION OF THE BOARD OF SUPERVISORS, A CERTIFIED COPY OF SAID RESOLUTION BEING RECORDED JANUARY 26, 1954 IN BOOK 1548 PAGE 358 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2 LOT 4 OF BLOCK 35 OF THE TOWNSITE OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN ANNEXED STREET ADJACENT AND ON THE SOUTH SIDE OF SAID LOTS, AS VACATED BY RESOLUTION FILED DECEMBER 08,1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3 LOTS 5 AND 6, BLOCK 35, TOWN OF TEMECULA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 726 OF RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. APN: 922-062-005-6 (Affects Parcel 1), 922-062-004-5 (Affects Parcel 2) and 922-062-003-4 (Affects Parcel 3) ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public 1 1 087-000111326309v2. doe EXHIBIT "E" FORM OF GRANT AGREEMENT [Attached.1 E-1 11087-000111328902v2.doc GRANT AGREEMENT THIS GRANT AGREEMENT ("Grant Agreement") is made and entered as of February 22, 2011, by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency"), and GRANT FUNDS RECIPIENT CORPORATION, a California corporation ("Recipient"). A. WHEREAS, the Agency and AMCAL Pujol Fund, L.P., a California limited partnership (the "Partnership"), entered into that certain Owner Participation and Grant Agreement dated as of February 22, 2011 (the "OPA"), pursuant to which the Agency has agreed to provide certain financial assistance in connection with the development of a 45 unit low income housing project located in the City of Temecula as more fully described in the OPA (the "Project"); B. WHEREAS, the Agency assistance to the Project shall be in the form of a Five Million Five Hundred Seventy Nine Thousand Dollar ($5,579,000) grant to Recipient (the "Grant"); C. WHEREAS, as a condition to receiving the Grant, the Recipient has agreed to loan the proceeds of the Grant to the Partnership (the "Partnership Loan") for use in connection with the development and construction of the Project pursuant to the terms of the OPA; and D. WHEREAS, the Agency and the Recipient desire to set forth the terms and condition upon which the Grant and the Partnership Loan shall be made. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the OPA. 2. Agency Grant. The Agency hereby agrees to make the Grant to the Recipient in an amount not to exceed Five Million Five Hundred Seventy Nine Thousand Dollar ($5,579,000) in accordance with the terms and conditions of the OPA. 3. Partnership Loan. The Recipient shall use the proceeds of the Grant to make the Partnership Loan to the Partnership. The Recipient agrees that the Agency may disburse the Grant directly to the Partnership and/or Partnership's lenders on behalf of the Recipient and any amounts so advanced shall be deemed to be an advance of the Partnership Loan. The Partnership Loan shall have a term of not more than 57 years with an interest rate not to exceed 3% with payments due solely from Project residual receipts. The documents evidencing the Partnership Loan (the "Partnership Loan Documents") shall be subject to the review and approval of the Agency in the reasonable discretion of the Agency. Notwithstanding anything to the contrary contained herein, the Partnership Loan Documents shall provide that any default of the OPA or Regulatory Agreement shall be a default under the Partnership Loan. The Partnership Loan Documents shall at all times remain subordinate to the OPA and the Regulatory Agreement. 4. Repayment of Grant. If an event of default occurs under the OPA, the Agency shall have the right, but not the obligation, to send the Recipient notice of said default and may -1- 11087-000111328896v2.doc require the Recipient to enforce any and all of its rights under the Partnership Loan Documents. The Recipient shall pay to the Agency any and all amounts realized by the exercise of any right or remedy under the Partnership Loan Documents in accordance with this Section 4. 5. Amendments. This Grant Agreement may not be modified or amended except by an instrument in writing expressing such intention executed by the parties hereto. 6. Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of California. 7. Counterparts. This Assignment may be executed in one or more counterpart, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement by duly authorized representatives on the date first written hereinabove. ATTEST: "RECIPIENT": GRANT FUNDS RECIPIENT CORPORATION, a California corporation By: Arjun Nagarkatti, President "AGENCY": REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: By: Susan W. Jones MMC Mike Naggar, Chairperson Agency Secretary Temecula Redevelopment Agency APPROVED AS TO FORM: Richards, Watson & Gershon, a professional corporation By: Peter M. Thorson Agency Counsel -2- 11087-000! \ 1328896v2.doc EXHIBIT "F" FORM OF NOTICE OF AFFORDABILITY RESTRICTIONS [Attached.] F-1 11087-0001 1 1328902v2.doc RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Temecula P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk APN: 922-062-005-6, 922-062-004-5, 922-062-003-4 SPACE ABOVE THIS LINE FOR RECORDER'S USE FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE §6103 NOTICE OF AFFORDABILITY RESTRICTIONS IMPORTANT NOTICE TO OWNERS, PURCHASERS, TENANTS, LENDERS, BROKERS, ESCROW AND TITLE COMPANIES, AND OTHER PERSONS, REGARDING AFFORDABLE HOUSING RESTRICTIONS ON THE REAL PROPERTY DESCRIBED IN THIS NOTICE: RESTRICTIONS HAVE BEEN RECORDED WITH RESPECT TO THE PROPERTY DESCRIBED BELOW WHICH RESTRICT THE RENT AND TERMS FOR WHICH THE PROPERTY MAY BE SOLD OR RENTED. THESE RESTRICTIONS MAY LIMIT THE RENTAL OR RENTS OF THE PROPERTY TO AN AMOUNT WHICH IS LESS THAN FAIR MARKET VALUE. THESE RESTRICTIONS LIMIT THE INCOME OF PERSONS AND HOUSEHOLDS WHO ARE PERMITTED TO RENT. This NOTICE OF AFFORDABILITY RESTRICTIONS (the "Notice"), is dated as of February 22, 2011, and is executed by AMCAL PUJOL FUND, L.P., a California limited partnership ("Owner"), whose address is 30141 Agoura Road, Suite 100, Agoura Hills, CA 91301, and by the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA (the "Agency") in connection with that certain Owner Participation and Grant Agreement dated February 22, 2011, between Owner and the Agency, and that certain Regulatory Agreement dated February 22, 2011 (the "Regulatory Agreement") between Owner/Borrower and the Agency in connection therewith. RECITALS A. Owner owns the land described on Exhibit "A" in the City of Temecula, State of California and the improvements thereon (the "Land"). B. Owner and Agency are entering into the Regulatory Agreement substantially concurrently herewith. C. Capitalized terms used herein but not defined shall have the meaning set forth as described in the Regulatory Agreement. -I- 11087-0001\1328914v2.doc TERMS OF NOTICE 1. Requirement for Recorded Notice. This Notice is being executed and recorded pursuant to California Health and Safety Code Section 33334.3(f)(3)(B). 2. Regulatory Agreement. This Notice is being recorded substantially concurrently with the recordation of the Regulatory Agreement, which is incorporated herein by reference. 3. Recitation of Affordability Restrictions. The Regulatory Agreement restricts the occupancy of the dwelling units on the Land to occupancy by Very Low Income Households at affordable rents (as required by the Regulatory Agreement) for a term commencing on the date of the issuance by the City of a Certificate of Occupancy for the Project contemplated by the OPA and continuing for 55 years thereafter. IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written. OWNER: AMCAL PUJOL FUND, L.P., a California limited partnership By: AMCAL Multi -Housing, Inc., a California corporation. its general partner By: Arjun Nagarkatti President AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: Attest: Mike Naggar, Chairperson Temecula Redevelopment Agency Susan W. Jones MMC, Agency Secretary APPROVED AS TO FORM: Richards, Watson & Gershon By: Peter M. Thorson, Agency Counsel -2- 11087-000111328914v2.doc ACKNOWLEDGMENT State of California ) County of ) On before me, (Insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public -3- 11087-0001 \ 1328914v2.doc EXHIBIT "A" LEGAL DESCRIPTION OF LAND The land situated in the City of Temecula, County of Riverside, State of California, described as follows: PARCEL 1 LOTS 1, 2 AND 3 OF THE TOWN OF TEMECULA AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAND DIEGO COUNTY, CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF THE UNNAMED STREET AND OF THE NORTHWEST HALF OF E STREET ABUTTING SAID LOTS WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS, SAID UNNAMED STREET BEING ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF RIVERSIDE, A CERTIFIED COPY OF SAID ORDER BEING RECORDED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS, AND SAID E STREET BEING VACATED BY RESOLUTION OF THE BOARD OF SUPERVISORS, A CERTIFIED COPY OF SAID RESOLUTION BEING RECORDED JANUARY 26, 1954 IN BOOK 1548 PAGE 358 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2 LOT 4 OF BLOCK 35 OF THE TOWNSITE OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN ANNEXED STREET ADJACENT AND ON THE SOUTH SIDE OF SAID LOTS, AS VACATED BY RESOLUTION FILED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3 LOTS 5 AND 6, BLOCK 35, TOWN OF TEMECULA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 726 OF RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. APN: 922-062-005-6 (Affects Parcel 1), 922-062-004-5 (Affects Parcel 2) and 922-062-003-4 (Affects Parcel 3) 11087-0001\1328914v2.doc EXHIBIT "G" FORM OF REGULATORY AGREEMENT [Attached.] G-1 11087-000I11328902v2.doc RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Temecula P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE Exempt from recording fees pursuant to Government Code Section 27383 REGULATORY AGREEMENT THIS REGULATORY AGREEMENT (this "Agreement"), is entered into as of February 22, 2011, by and between AMCAL PUJOL FUND, L.P., a California limited partnership (hereinafter "Owner"), and the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic (hereinafter the "Agency"). RECITALS A. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1-1988" (hereafter the "Plan") in accordance with the provisions of the Community Redevelopment Law. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinance Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. B. Agency desires to effectuate the provisions of the Housing Element of the General Plan of the City of Temecula by providing affordable housing set-aside funds of the Agency to expand the supply of housing affordable to moderate and lower income people. C. Owner owns the land described on Exhibit "A and the improvements thereon (collectively, the "Property"). Owner and Agency have entered into an Owner Participation and Grant Agreement dated February 22, 2011 (the "OPA") which provides for Agency to disburse a grant to Owner for costs of acquiring the land and constructing a 45 unit apartment project thereon (the "Project") D. The Agency's obligation to provide the grant is conditioned upon the execution, delivery and recordation of this Agreement. NOW, THEREFORE, Agency and Owner agree as follows: -1- 11087-000111328933v2.doc 1. Term. The term of this Agreement (the "Term") shall commence on the date or which the City of Temecula ("City") issues a final certificate of occupancy for the Project, and shall continue in full force and effect until the 55th anniversary of the date thereof (the "Expiration Date"). 2. Nature of Covenants, Reservations and Restrictions. (a) Owner hereby subjects the Property to the terms set forth in the OPA. Owner also hereby subjects the Property to the covenants, reservations, and restrictions set forth in this Agreement for the Term. Each and every contract, deed or other instrument hereafter executed covering or conveying Owner's interest in the Property, or any portion thereof, including, without limitation, any leases, shall conclusively be held to have been executed, delivered and accepted subject to the OPA and this Agreement and the covenants, reservations and restrictions set forth in the OPA or this Agreement, regardless of whether such covenants, reservations and restrictions are set forth in such lease, assignment, contract, deed or other instruments. (b) Owner covenants by and for itself, its representatives, its successors and assigns and every successor in interest to the Property or any part thereof, that during construction of the improvements on the Property and thereafter Owner shall not use or permit the use of the Property in violation of the Redevelopment Plan. Owner further covenants and agrees to comply in all respects with the terms, provisions, and obligations of Owner set forth in the OPA. 3. Use and Rental of the Property. Owner covenants and agrees for itself, its successors, assignees, and every successor in interest that the Units shall be restricted as follows: (a) Units Restricted to Persons or Families of Low Income. Three (3) two-bedroom Units and two (2) three-bedroom Units shall be rented exclusively to persons or families whose incomes do not exceed fifty percent (50%) of the area median income (adjusted for family size appropriate for the Unit). Twenty-seven (27) two-bedroom Units and the twelve (12) one -bedroom Units shall be rented exclusively to persons or families where income do not exceed sixty percent (60%) of the area median income (adjusted for family size appropriate for the Unit). (One unit shall be a manager's unit.) The restricted units shall be used by such persons and families as their principal residence. Owner shall not permit any transient or commercial use or subletting of the Units. (b) Maximum Rents. Owner shall rent the Units at a rent that does not exceed the "affordable rent" (as defined below) that may be charged under California Health & Safety Code Section 50053 (as amended from time to time). Subject to the foregoing limitation, Owner shall be entitled to increase rents one time per year to an amount equal to the maximum amount of "affordable rent" (including a reasonable allowance for utilities) that may be charged under California Health & Safety Code Section 50053 (as amended from time to time). Owner shall submit a request for an increase in rents to Agency for review and approval sixty (60) days prior to each yearly anniversary of the initial occupancy of any Unit in the Project and each year thereafter. -2- 11087-000111328933v2.doc (c) Definitions. (i) "Area median income" shall mean the area median income for Riverside County as published by the Department of Housing and Community Development pursuant to California Health and Safety Code Section 50093, or the most closely related successor thereto. (ii) "Affordable rent" means the rent determined under California Health & Safety Code Section 50053 based upon area median income (adjusted for family size appropriate for the Unit) for the person or household in question, including a reasonable utility allowance, as such Section is amended from time to time. (iii) "Principal residence" means the principal dwelling place a person or household uses as such person's or households usual place of return and occupancy. If a person or household fails to reside in and return to such person's or household's unit for at least four (4) days per week for a period of at least nine (9) months out of any twelve (12) month period, then it will be conclusively presumed that the Unit is not the principal residence of that person or household. The terms defined in this Subsection 3(c) are further defined in Title 25 of the California Code of Regulations Section 6910, et seq., as from time to time amended, and any successor regulations thereto. The terms and provisions of California Health and Safety Code Sections 50093 and 50053 and Title 25 of the California Code of Regulations Section 6910, et as amended, and any successor statutes or regulations thereto, are incorporated herein by this reference. 4. Rights of Agency. Prior to the rental of any Unit, Owner shall obtain from the proposed tenant a completed income computation and certification form, in such form as may be approved by the Executive Director of the Agency, and shall verify the income of the proposed tenant. Owner shall verify the proposed tenant's income by standard and customary income verification procedures and practices used for determining eligibility for income qualifying housing. In addition to its rights under Section 9 below, Agency shall have the continuing right during the Term hereof to require from the Owner and the tenants' information and evidence necessary or convenient to verify that the restrictions, limitations and requirements of Section 3 are being complied with and to establish and/or continue an affordable housing program at the Property. 5. Covenants and Obligations. (a) Insurance. Owner covenants to keep all improvements from time to time existing on the Property insured against perils included within the general classifications as "fire," "extended coverage," "vandalism," "malicious mischief," and "special extended perils," (other than earthquake insurance) and all such insurance shall be evidenced by a standard fire and extended coverage insurance policy or policies in an amount not less than the full replacement cost of the improvements (not including the costs of foundation concrete and excavation that would not have to be incurred upon replacement of the improvements). In addition, Owner shall maintain and have in full force and effect, during the term of this -3- 11087-0001 \ 1328933 v2.doc Agreement, a "Broad Form Commercial General Liability" insurance policy in a combined single limit of $3 million. dollars. Such policies shall be endorsed with a standard mortgagee clause listing Agency as loss payee (in the case of the extended coverage insurance) and an additional insured (in the case of the liability insurance). A copy of any insurance binders or certificates of insurance shall be provided to Agency in conjunction with the accounting described in Section 9(b) herein. Said policies shall provide that they cannot be canceled or terminated without thirty (30) days prior written notice to Agency. To the extent that the provision hereof are inconsistent with the insurance requirements of the Agency Documents, the provisions of the Agency Documents shall control. (b) Compliance with Building and Health and Safety Codes. Owner covenants that the Property shall be maintained in conformance with applicable health, building, and safety codes. Owner further covenants that any construction, renovation, repair or rehabilitation of the improvements shall be undertaken in compliance with all building codes of the City of Temecula applicable at the time of such construction, renovation, repair or rehabilitation. (c) Obligation to Refrain from Discrimination. Owner covenants that there shall be no discrimination against any person, or group of persons, on account of sex, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any part thereof, and Owner (or any person or entity claiming under or through Owner) covenants and agrees not to establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or sublessees of the Property or any part thereof. Owner also agrees to refrain from any form of discrimination as set forth above pertaining to deeds, leases or contracts. (d) Form of Nondiscrimination and Non -segregation Clauses. All deeds, leases or contracts entered into by Owner that relate to the site or any portion thereof shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (i) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants; sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. -4- 11087-0001\1328933V/dm 4- 11087-0001\1328933v2.doc Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (ii) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (i) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (ii) Duration of Covenants and Obligations. The covenants and obligations contained in Sections 3(a), 3(b) and 5(a) shall remain in effect until the expiration of -5- 11087-00011132893 3 v2.doc the Term, and the covenants against discrimination provided for in subsections 5(b), 5(c) and 5(d) shall remain in effect in perpetuity. 6. Management of the Improvements. (a) Manager. The Project shall at all times be managed by an experienced manager (the "Manager") reasonably acceptable to the Agency, with demonstrated ability to operate residential developments like the Project in a manner that will provide decent, safe, and sanitary housing. The Owner shall submit for the Agency's approval the identity of any proposed Manager. The Owner shall also submit such additional information about the background, experience and financial condition of any proposed Manager as is reasonably necessary for the Agency to determine whether the proposed Manager meets the standard for a qualified Manager set forth above. If the proposed Manager meets the standard for a qualified Manager set forth above, the Agency shall approve the proposed Manager by notifying Owner in writing. (b) Performance Review. The Owner shall cooperate with the Agency in an annual review of management practices, in connection with which the Agency shall have the right to review and approve the annual operations and management budget; provided, however, that the Agency reserves the right to conduct reviews more frequently at its sole discretion. The purpose of each annual review will be to enable the Agency to determine if the Improvements are being operated and managed in accordance with the requirements and standards of this Agreement. (c) Replacement of Manager. (i) If, as a result of the annual review, the Agency determines in its reasonable judgment that the Improvements are not being operated and managed in accordance with any of the requirements and standards of this Agreement, the Agency shall deliver notice to the Owner of its intention to cause replacement of the Manager along with a reasonably detailed explanation of why the Agency has concluded the Project is not being operated in accordance with the terms of this Agreement. If the dfects in Property Management set forth in the Agency Notice have not been cured within 60 days after delivery thereof, the Agency and the Owner shall meet in good faith to consider methods for improving the financial and operating status of the Project, including, without limitation, replacement of the Manager. (ii) If, after such meeting, the Agency elects to proceed with the replacement of the Manager, the Agency shall so notify the Owner in writing within fifteen (15) days following the meeting. Thereupon, the Owner shall promptly (within 30 days) dismiss the then Manager, and shall appoint as the Manager a person or entity meeting the standards for a Manager set forth in this section and approved by the Agency pursuant to this section. Agency shall have the right to disapprove the replacement Manager within thirty (30) days, and in such case Owner shall promptly dismiss the replacement Manager, and Agency may, at its option, appoint the Manager. (iii) Any contract for the operation or management of the Property entered into by the Owner shall provide that the contract can be terminated as set forth -6- 11087-000111328933 v2.doc above. Nothing contained herein shall be construed as a limitation on any other provision herein entitling Agency to replace the Manager under any other circumstances. (d) The Owner agrees that the Project shall be preserved and maintained throughout the term hereof in good condition and repair so as to provide decent, safe, and sanitary housing, and in conformance with all applicable ordinances, statutes and regulations promulgated by any governmental entity having jurisdiction over the Project. (e) Annual Inspection. Subject to the rights of the occupants of the Units, Agency shall have the right to perform an annual on-site inspection of the units, common areas and grounds and to perform an annual tenant file review to ensure that Owner is managing the Project in accordance with the requirements of this Agreement. (f) Annual Budget. Owner shall submit or shall cause its Property Manager to submit to the Agency's Executive Director on or before the completion of the Project, and each anniversary thereof, an annual budget for the ongoing operation of the Project. At the Agency's request, delivered within thirty (30) days after receipt of the budget, each of Owner and the Agency shall cause its respective representative(s) to meet within thirty (30) days following the receipt of request to review the budget. Such review is without obligation to either party to propose or agree to any modification of permitted operating expenses. (g) Management of Property. Owner shall be completely responsible for the management, administration and operation of the Project including, but not limited to the hiring and discharge of employees, salaries and all other related Project expenses, maintenance and repairs, including capital expenditures, the financial operations of the Project, the rental and re -rental of the apartment units in accordance with the occupancy requirements set forth in this Agreement and all operational, maintenance and management responsibilities of an owner in a typical multi -family residential housing project. (h) Reserves. The Owner will maintain operating and replacement reserves satisfactory to the Agency (but in all events not in excess of reserves required by the Project's Lenders). (i) Management Agency's Failure to Perform. In the event the management agency appointed by Owner for management of the Project fails to perform the obligations imposed upon Owner by this Section 6, such failure shall constitute a default under Section 10 hereof, and if Owner shall fail to cure such default as provided in Section 10 hereof, then Agency shall have the right, in addition to any other remedies of Agency, to require Owner, upon thirty (30) days' prior written notice, to appoint a substitute management agency, reasonably acceptable to both Agency and Owner. 7. Indemnification. Owner shall defend, indemnify, assume all responsibility for and hold Agency, and its respective elected and appointed officers and employees, harmless from all costs (including attorneys' fees and costs), claims, demands, liabilities, and judgments for injury or damage to property and injuries to persons, including death, which may be related to the Property or caused by any of Owner's activities under this Agreement, whether such activities or performance thereof be by Owner or anyone directly or indirectly employed or -7- 11087-000111328933v2.doc contracted with by Owner and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA"; 42 U.S.C. Section 9601, et sec .], the Resource Conservation and Recovery Act ["RCRA"; 42 U.S.C. Section 6901 et sq.] and California Health and Safety Code Section Code Section 25280 et semc . on the Property or at any place where Owner owns or has control of real property pursuant to any of Owner's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not be construed in any way to be a limitation on Owner's indemnity obligations under the OPA. 8. Compliance with Local, State and Federal Laws. Owner shall carry out the provisions of this Agreement and own and operate the Project in conformity with all applicable local, state and federal laws and regulations including, without limitation, all regulations and conditions of funding with respect to Housing Set -Aside Funds under Health and Safety Code Section 33334.2 (as amended from time to time). 9. Accounting to Agency. (a) The books and accounts of the Project shall be kept in conformity with generally accepted accounting practices. (b) Owner shall submit to Agency annually, on or before May 1 of each calendar year, a report setting forth the rental rate of all Units and the income and number of known occupants of all Units. The income information required by this Section shall be supplied by the tenants of the Units in a certified statement on a form from time to time provided by Agency. (c) Owner shall provide Agency audited financial statements of the operations of the Project showing the rents and periods of time each Unit was rented. The first accounting period for which such statements shall be provided shall end on the last day of the month in which all of the Units have been initially rented to the first occupants, the accounting shall be made to Agency within 30 days of such date, but need not be audited. Thereafter, annual audited financial statements shall be prepared annually for each calendar year, and such audited financial statements shall be delivered to the Agency by April 1 of the following calendar year. (d) Owner shall maintain a complete and accurate rent roll listing all Units, and the names of all tenants, the dates of their tenancies and the amounts of rents and security deposits charged and collected. -8- 11087-0001 \1328933v2.doc (e) Agency, its agents and employees, shall have the right, after reasonable notice, to review and inspect, at reasonable times during business hours, the books, records and accounts of Owner specifically regarding the Property, from and after the date of the recordation of this Agreement and until the expiration of this Agreement. (f) Owner shall retain all documents and records pertaining to the rents charged, income of tenants and all matters relating to Owner's obligations under Section 3 of this Agreement for a period of three (3) years and make shall them available to Agency on five (5) business days' prior notice, provided however that if the provisions of any federal or state law or regulation requires a longer period of retention, Owner shall comply with such period or retention. (g) Agency may conduct audits of the rents charged, income of tenants and all matters relating to Owner's obligations under this Agreement and within three (3) years after the last day of the applicable period to which such records relate, and Owner shall cooperate with the Agency's auditors in conducting the audit. Such audits shall not occur more frequently than once each year. Agency shall pay for the costs of the audit unless the audit reveals that Owner did not materially comply with the provisions of this Agreement, in which case, Owner shall pay all costs of the audit. 10. Default. Agency may apply for an injunction against any violation by Owner of this Agreement at any time. Upon a default under this Agreement or a Default (as defined in the OPA), Agency may apply to any court, State or Federal, for specific performance of this Agreement. Upon a Default, Agency may also exercise any other right or remedy as may be appropriate, including without limitation obtain damages, and the cost to Agency in enforcing the terms of this Agreement (including the reasonable time expended by Agency staff, consultants, auditors, attorneys and other personnel involved in such enforcement). The remedies of Agency herein, or under any other instrument providing for or evidencing the financial assistance provided herein, are cumulative, and the exercise of one or more of such remedies shall not be deemed an election of all remedies and shall not preclude the exercise by Agency of any one or more of its other remedies. 11. General Provisions. (a) The covenants which have been established pursuant to this Agreement shall be deemed to be covenants running with the land for the benefit of the Project Area and Agency in carrying out its statutory responsibilities under California Redevelopment Act (Health and Safety Code Sections 33000 et seg.) to implement the Redevelopment Plan and to provide for the development of low and moderate income housing in the community. The covenants hereof shall be binding upon the Property and run for the benefit of the Project Area and Agency and its successors and assigns, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is or remains an owner of any land or interest therein to which such covenants relate. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting -9- 11087-000111328933 v2. doc the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Only Agency and its successors in interest may enforce this Agreement; nothing herein is intended to create any third party beneficiaries to this Agreement, and no person or entity other than Agency or Owner, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. The tenants of the Property are not intended to be third party beneficiaries hereunder. (b) This Agreement and the covenants reservations, restrictions and agreements contained herein shall be a burden upon the Property and shall bind Owner, its successors and assigns with respect to the Property. Owner may not assign any of the benefits of this Agreement, or delegate any of Owner's obligations hereunder, voluntarily or by operation of law, without the prior written approval of Agency. (c) Agency and its successors and assigns, and Owner and its successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the covenants, reservations and restrictions contained in this Agreement. (d) This Agreement and the OPA represent the entire agreement of the parties hereto with respect to the subject matter hereof and may not be altered or amended except by writing executed between the parties to be charged. (e) In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which it may be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. (0 If any term, covenant, condition or provision of this Agreement, or the application thereof to any circumstance, shall, at any time or to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement, or the application thereof to circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, condition and provision of this Agreement, shall be valid and enforceable, to the fullest extent permitted by law. (g) The use of the plural in this Agreement shall include the singular and the singular shall include the plural, and the use of one gender shall be deemed to include all genders. (h) Time is of the essence hereof. (i) No waiver by Agency of any breach of or default under this Agreement shall be deemed to be a waiver of any other or subsequent breach thereof or default hereunder. (j) This Agreement and all related documents shall be deemed to be contracts made and delivered in the State of California and shall be governed and construed and -10- 11087-000111328933 v2.doc interpreted in accordance with the laws of said State. Headings and titles herein are for convenience only and shall not influence any construction or interpretation. (k) Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto as follows: If to Agency: Redevelopment Agency of the City of Temecula Post Office Box 9033 Temecula, California 92589-9033 Attention: Executive Director With a copy to: Richards, Watson & Gershon 355 South Grand Ave., 40th Floor Los Angeles, California 90071 Attn.: Peter Thorson Tel.: (213) 626-8484 Fax: (213) 626-0078 If to Owner, to: With a copy to: AMCAL Pujol Fund, L.P. 30141 Agoura Road, Suite 100 Agoura Hills, CA 91301 Attn: Arjun Nagarkatti Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. 5th Street, 70th Floor Los Angeles, CA 90071 Attn: Kyle Arndt, Esq. (1) This Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. -11- 11087-0001 \ 1328933 v2.doc IN WITNESS WHEREOF, the parties hereto have entered into this Regulatory Agreement as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic AMCAL PUJOL FUND, L.P., a California limited partnership By: AMCAL Multi -Housing, Inc., By: a California corporation, Mike Naggar, Chairperson its general partner By: Attest: Susan W. Jones MMC, Agency Secretary Approved as to Form: RICHARDS, WATSON & GERSHON, a professional corporation Agency Counsel By: Peter M. Thorson, Agency Counsel -12- 11087-0001\1328933v2.doc Arjun Nagarkatti President ACKNOWLEDGMENT State of California County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public -13- 1108 7-0001 \ 1328933 v2.doc State of California ACKNOWLEDGMENT ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public - 14- 11087-0001 \1328933v2.doc EXHIBIT "A" LEGAL DESCRIPTION OF LAND The land situated in the City of Temecula, County of Riverside, State of California, described as follows: PARCEL 1 LOTS 1, 2 AND 3 OF THE TOWN OF TEMECULA AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE 726 OF MAPS, RECORDS OF SAND DIEGO COUNTY, CALIFORNIA, TOGETHER WITH THOSE PORTIONS OF THE UNNAMED STREET AND OF THE NORTHWEST HALF OF E STREET ABUTTING SAID LOTS WHICH WOULD PASS BY OPERATION OF LAW WITH THE CONVEYANCE OF SAID LOTS, SAID UNNAMED STREET BEING ABANDONED BY ORDER OF THE BOARD OF SUPERVISORS OF THE COUNTY OF RIVERSIDE, A CERTIFIED COPY OF SAID ORDER BEING RECORDED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS, AND SAID E STREET BEING VACATED BY RESOLUTION OF THE BOARD OF SUPERVISORS, A CERTIFIED COPY OF SAID RESOLUTION BEING RECORDED JANUARY 26, 1954 IN BOOK 1548 PAGE 358 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2 LOT 4 OF BLOCK 35 OF THE TOWNSITE OF TEMECULA, AS SHOWN BY MAP ON FILE IN BOOK 15 PAGE(S) 726 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF AN ANNEXED STREET ADJACENT AND ON THE SOUTH SIDE OF SAID LOTS, AS VACATED BY RESOLUTION FILED DECEMBER 08, 1936 IN BOOK 304 PAGE 356 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3 LOTS 5 AND 6, BLOCK 35, TOWN OF TEMECULA, IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE 726 OF RECORDS OF SAN DIEGO COUNTY, CALIFORNIA. APN: 922-062-005-6 (Affects Parcel 1), 922-062-004-5 (Affects Parcel 2) and 922-062-003-4 (Affects Parcel 3) 11087-000111328933v2.doc PRO FORMA ANALYSIS Pujol Street Apartments City of Temecula Keyser Marston Associates, Inc. February 9, 2011 TABLE 1 PROJECT DESCRIPTION PUJOL STREET APARTMENTS CITY OF TEMECULA I. Site Area 1.48 Acres II. Gross Building Area Residential Net Building Area 39,750 SF 85% Circulation/Common Areas 7,015 SF 15% Total Gross Building Area 46,765 SF 100% Average III. Unit Mix # of Units Unit Size Two Bedroom 30 Units 67% 800 SF Three Bedroom 15 Units 33% 1,050 SF Total/Average 45 Units 100% 883 SF IV. Affordability Mix 50% of AMI 5 Units 11% 60% of AMI 40 Units 89% Manager Unit 0 Units 0% Total Units 45 Units 100% Average Affordability 59% AMI V. Number of Stories 3 Stories VI. Construction Type Type V VII. Parking Number of Spaces 90 Spaces 2.0 Spaces/Unit Prepared by: Keyser Marston Associates, Inc. Filename: Temecula\Pujol Street Apartments_v612/9/2011;rks TABLE 2 DEVELOPMENT COSTS PUJOL STREET APARTMENTS CITY OF TEMECULA I. Direct Costs (1)(2) Off -Site Improvements (3) Demolition (3) On-Sites/Landscaping Parking Shell Construction FF&E/Amenities Contingency Total Direct Costs II. Indirect Costs Architecture & Engineering Permits & Fees (3) Legal & Accounting Taxes & Insurance Developer Fee Marketing/Lease-Up Contingency Total Indirect Costs III. Financing Costs Loan Fees Interest During Construction Interest During Lease -Up TCAC Fees Operating Lease-Up/Reserves Total Financing Costs Totals Per Unit $131,315 $212,126 $675,628 $454,914 $5, 470,140 $49,500 $150,000 $2,918 $4,714 $15,014 $10,109 $121,559 $1,100 $3, 333 $7,143,623 $158,747 $675,000 $927,721 $93, 000 $110,085 $1,362,596 $24,750 $0 $3,193,152 $571,598 $493,893 $0 $20, 040 $214,790 $1,300,321 $15,000 $20,616 $2,067 $2, 446 $30, 280 $550 $0 $70,959 $12,702 $10,975 $0 $445 $4,773 $28,896 Comments $2 Per SF Site $3 Per SF Site $10 Per SF Site $5,055 Per Space $117 Per SF GBA Allowance 2.1% of Directs $153 Per SF GBA 9.4% of Directs $20 Per SF GBA 1.3% of Directs 1.5% of Directs 19.1% of Directs Allowance 0.0% of Indirects 44.7% of Directs 8.0% of Directs 6.9% of Directs 0.0% of Directs 0.3% of Directs 3.0% of Directs 18.2% of Directs IV. Total Development Costs (excl. land) $11,637,096 $258,602 $249 Per SF GBA V. Acquisition Costs Land + Closing Costs Relocation Total Acquisition Costs $1,044,000 $40,000 $1,084,000 $23,200 $889 $24, 089 $16 Per SF Site Allowance $17 Per SF Site VI. Total Development Costs (incl. land) Or Say (Rounded) $12,721,096 $282,691 $272 Per SF GBA $12,721,000 (1) Does not assume the payment of prevailing wages. (2) Includes pro rata share of general conditions and contractor fee. (3) Developer estimate; not verified by KMA or City. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula\Pujol Street Apartments_v6;2/9/2011;rks TABLE 3 NET OPERATING INCOME PUJOL STREET APARTMENTS CITY OF TEMECULA I. Gross Scheduled Income Two Bedroom @ 50% of AMI Two Bedroom @ 60% of AM I Average # of Total Unit Size Units $/Month Annual 800 SF 800 SF 3 $668 $24,048 27 $814 $263,736 Three Bedroom @ 50% of AMI 1,050 SF 2 $734 $17,616 Three Bedroom @ 60% of AMI 1,050 SF 12 $896 $129,024 Three Bedroom Manager Unit 1,050 SF 1 $896 $10,752 Total/Average Add: Laundry Income Total Gross Scheduled Income (GSI) II. Effective Gross Income (Less) Vacancy @ Total Effective Gross Income (EGI) III. Operating Expenses (Less) Operating Expenses (Less) Services/Amenities (Less) Property Taxes (1) (Less) Replacement Reserves Total Expenses 883 SF 45 $824 $445,176 $9 /Unit/Month $4,860 $450,036 5.0% of Income ($22, 502) $427,534 $4,000 /Unit/Year ($180,000) $360 /Unit/Year ($16,200) $0 /Unit/Year $0 $300 /Unit/Year ($13,500) $4,660 /Unit/Year ($209,700) 49.0% of EGI IV. Net Operating Income Or Say (Rounded) $217,834 $218,000 (1) Development will be tax-exempt because developer will partner with non-profit entity. Prepared by: Keyser Marston Associates, Inc. Filename: Temecula\Pujol Street Apartments_v6;2/9/2011;rks TABLE 4 RESIDUAL LAND VALUE / FINANCING DEFICIT PUJOL STREET APARTMENTS CITY OF TEMECULA I. Sources of Funds Supportable Debt (1) Market Value of Tax Credits (2) Deferred Developer Fee (3) Total Sources of Funds II. (Less) Development Costs - Excl. Land III. Residual Land Value Per Unit $2,682,000 $3,832,000 $628, 000 $7,142,000 ($11,637,0001 ($4,495,000) ($100,000) IV. Financing Deficit Residual Land Value (Less) Acquisition Costs ($4,495,000) ($1,484,0041 Financing Deficit ($5,579,000) Per Unit ($124,000) Prepared by: Keyser Marston Associates, Inc. Filename: Temecula\Pujol Street Apartments_v6;2/9/2011;rks TABLE 4 (CONT'D.) FINANCING DEFICIT PUJOL STREET APARTMENTS CITY OF TEMECULA (1) Net Operating Income Interest Rate Term (in years) Debt Coverage Ratio Annual Debt Service Supportable Debt $217,834 5.75% 30 1.16 $187,788 $2,682,000 (2) Low Income Housing Tax Credits (Federal) Estimate of Eligible Basis: Total Development Costs (Less) Ineligible Costs Eligible Basis Tax Credit Proceeds: Maximum Eligible Basis (Less) Basis Amount Voluntarily Excluded Total Requested Unadjusted Basis Impacted Bonus Factor Tax Credit Qualified Units/Applicable Factor Tax Credit Rate @ Total Tax Credits @ Limited Partner Share Present Market Value @ $12,721,000 ($2,274,424) $10, 446,576 $10, 446,576 $0 $10, 446,576 130.0% $13,580,549 100.0% $13,580,549 3.32% $450,874 10 $4,508,742 100.0% $4,508,742 85.0% $3,832,000 (3) Estimate of Deferred Developer Overhead Fee Eligible Basis (Less) Developer Fee Unadjusted Eligible Basis Total Developer Overhead Fee Developer Overhead Fee Total Deferred Developer Overhead Fee Prepared by: Keyser Marston Associates, Inc. Filename: Temecula/Pujol Street Apartments_v6;2/9/2011;rks $10, 446,576 ($1,362,596) $9,083,980 15.0% $1,362,596 $1,362,596 46.1% $628,000 SETBACK 1111,111ir' PRE-FINISHED GUTTER CANVAS AWNING WITH DECORATIVE BRACKETS WOOD TIMBER COLUMN METAL IRON RAIUNG 5'-0' SETBACK 1LL MAXIMUM BUILDING HT_ r,PER TEMECULA MUNICIPAL a 1 SPECIFIC PLAN - 5 T, a Z LEVEL 09 m EVEL02 m LEVEL 01 10'-0 SETBACK PAINTED FACIAS 8 RAFTER TAILS STUCCO DUAL GLAZED VINYL WINDOWS -WHITE COLORED FRAME VINYL SHUTTER TILE ROOF WITH MIX COLOR PALETTE 2a -a' SETBACK Z A- NORTH ELEVATION (PUJOL STREET) iC MAXIMUM BUILDING HT_ ERTEMECULA MUNICIPAL B. SPECIFIC PLAN - 5 20-0. SETBACK 0 a B- WEST ELEVATION 31'-0 10'-0' SETBACK Z la MAXIMUM BUILDING HT. PER TEMECULA MUNICIPAL SPECIFIC PLAN - 5 1 1 11 1111111 11111 11 11 1 I- I1 UNIT UNIT UNIT Mil UNIT UNIT 111E111=111 - — III 111 111 1 I ��I ON GRADE PIRKI NG UNIT UNIT 11111 111=111=111=111111s 1 1 1 I p n II 1 11 III 1 1 III 1 1'- 11E111-111 1 11 111-111-111-111-11-111 111-111 111-111-111 POOL 1 III III III 1-I111-111-1 II -111-111-111-I II-111-111-111-111-IT-EI11-11-11-111-111-111-111-11 I-111-111-111-111-111-111-111-11 011=11=111=111=111=111=111=1 =111=11=111=1 =111=111=111=1111=111=111=111= = 11 I 1 1 11 111 111 I ==================== 1 1 1=111=111=I 1=111=1 11=1 11=1 I =1 11=1 I =1 1 141 1 1=1 1 1= 1 1 1=1 11=1 I =1 1 1=1 1 1=1 1 141 1 1=1 1 1=1 I =I =1 11=U=1 111 111 11=11=1 11=1 11=1 11=1 11=1 I =1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11=1 11-1 I I-1 11-1 11=1 11=1 I=1 11=1 11=1 11=1 11=1 11=1 =1 11=11=1 11=1 11=1 11=1 11=1 11=1W=1 11=1 11=1 11= -111 111 -111=111-1I I-111-111-111-111 -------1Iin=111I------------_--IIi1111Ii11Ii 1I----IIirt1Ii-II-___1Iirt1Ii-II-_ 11011111 11 =______ 1 11111,=11 1 11 11111111111111111—===_ 11 X11111 11 X111= I N 111=1 111111111111111111111=111111 11111111111111 11111 11 111 111 IJ 111—, 111 1 11111111-1 1=111 111III1111111=11111-1111-111-IIIIII 1 UNIT LEVEL 03 LEVEL 02 LEVEL 01 C- BUILDING SECTION z a scale: 1/16" = 11-0" 0 16 32 48 64 KEY PLAN c SCALE: 1'=50'-0' ELEVATIONS AND SECTION PUJOL ST. - TEMECULA rI 28673 - 28701 PUJOL STREET TEMECULA, CA DEVELOPER AMCAL Multi -Housing, Housing, Inc. 30141 AGOURA ROAD SUITE 100, AGOURA HILLS, CA 91301 T (818) 706-0694 Withee Malcolm Architects, LLP 2251 W. 190th Street Torrance, Ca 90504 Tel. (310) 217-8885 Fax (310) 217-0425 JOB NO. B0033.200 DATE: August 20, 2010 PRINTED: August 24, 2010 03 EXIT STAIR, TYP MAIN ENTRY LOBBY ELEVATOR LAUNDRY SIDE YARD SETBACK / 24'-U RESIDENTIAL / GUEST ENTRY PUJOL STREET 24'-D / SECONDARY RESIDENTIAL PARKING ENTRY 5'-0' SIDE YARD SETBACK RETAINING WALL SITTING AREA FIRE DEPT. ACCESS TURN AROUND PER TEMECULA MUNICIPAL CODE 15.16.020 SECT. 503.2.4 RESIDENTIAL CALL BOX FAULT LINE SECURITY GATE N 0 TRANSFORMER COVERED PATIO W/ (2) RESIDENTIAL UNITS ABOVE PRIVATE OPEN SPACE TYP. EXIT' STAIR TRASH RETAINING WALL 318' C scale: 1" = 20'-0" 0 20 40 60 80 UNIT SUMMARY Plan Description Quantity Gross Area Total A 2 BEDROOM + 2BATH FLAT 31 ( 69%) B00 S.F. 24,800 S.F. B 3 BEDROOM + 2BATH FLAT 14 ( 31%) 1,050 S.F. 14,700 S.F. SUBTOTAL 45 (100%) 39,500 S.F. PARKING SUMMARY REQUIRED PARKING CALCULATIONS (PER SB1818): (31) 2 -bedroom units @ *2 spaces / unit = 62 spaces (14) 3 -bedroom units @ *2 spaces / unit = 28 spaces (* includes guest parking spaces) TOTAL RESIDENTIAL PARKING REQUIRED 90 spaces required PROVIDED PARKING CALCULATIONS: provided parking (residential): standard parking spaces = 86 spaces HC parking spaces = 4 spaces TOTAL PROVIDED PARKING (RESIDENTIAL): 90 spaces OPEN SPACE SUMMARY REQUIRED PRIVATE OPEN SAPCE: 100 sf x 45 units = 4,500 sf PROVIDED COMMON OPEN SAPCE: 4,700 sf TYPICAL FLOOR PLAN PUJOL ST. - TEMECULA 28673 - 28701 PUJOL STREET TEMECULA, CA DEVELOPER AMCAL Multi -Housing, Inc. 30141 AGOURA ROAD SUITE 100, AGOURA HILLS, CA 91301 T (818) 706-0694 Withee Malcolm Architects, LLP 2251 W. 190th Street Torrance, Ca 90504 Tel. (310) 217-8885 Fax (310) 217-0425 JOB NO. B0033.200 DATE: August 20, 2010 PRINTED: August 24, 2010 02 JOINT CITY COUNCIL AND RDA PUBLIC HEARING Item No. 23 Approvals City Attorney Director of Finance City Manager OtoL CITY OF TEMECULA/TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Agency Members/City Council FROM: Patrick Richardson, Director of Planning and Redvelopment DATE: February 22, 2011 SUBJECT: Funding Agreement ("Agreement") between the Redevelopment Agency of the City of Temecula and the City of Temecula for Certain Public Improvements to be owned by the City within the Temecula Redevelopment Agency Project Area PREPARED BY: Luke Watson, Management Analyst RECOMMENDATION: That the City Council/Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" 2. Adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" BACKGROUND: The Community Redevelopment Law at Health and Safety Code Section 33220 authorizes and encourages cities and redevelopment agencies to aid each other and to cooperate in the planning, undertaking, construction, and operations of redevelopment projects. Sections 33220 (b) and (e) specifically authorize such agreements between a city and a redevelopment agency to assist each other in the construction of public parking and road projects. The Plan provides for the development and construction of public improvements to serve the Project Area. In pursuing the general objectives set forth in the Plan, Section 200 provides that the Agency expects to provide a broad range of public service infrastructure improvements to induce private investment in the Project Area. Such improvements could include the construction or reconstruction of roads, streets, curbs and gutters, sidewalks, street lights, water storage and distribution facilities, sewage collection systems, drainage and flood control facilities, overpasses and bridges, park and recreation facilities, community center/auditorium/convention center facilities, or sheriff's substation. THE AGREEMENT: Per the Agreement the Agency proposes to pay for the design, property acquisition, construction, installation and management of the following public improvements to be owned by the City of Temecula within the Project Area, with the estimated costs of the public improvement shown in parentheses' (the "Public Improvements"): North Old Town Entrance Roundabout ($2,500,000); Interstate -15 Pedestrian Bridge ($8,000,000); Sixth Street Bridge Extension ($10,000,000); Third Street Pedestrian Bridge ($3,000,000); Sixth Street Parking Structure ($14,500,000); Second Street Parking Structure ($20,000,000); Murrieta Creek Bridge and Overland Drive Extension to Diaz Road ($19,923,375); Western Bypass Bridge Over Murrieta Creek ($13,908,593); History Museum Expansion ($1,250,000); Old Town Gymnasium ($4,200,000); and Old Town Sidewalk Rehabilitation ($450,000). The construction and development of the Public Improvements are of benefit to the Project Area and will assist in the elimination of blight in the Project Area. Construction of the Public Improvements will benefit the Project Area in that the Public Improvements will: 1. Provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; 2. Promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; 3. Promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; 4. Promote the expansion of local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; 5. Upgrade the physical appearance of the Project Area; 6. Encourage investment in the Project Area by the private sector; and 7. Attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. FISCAL IMPACT: Entering into this Agreement will allow the City to retain a crucial revenue stream that will go towards much needed public improvements in the Redevelopment Agency Project Area. Without this agreement the funding for the Public Improvements could be permanently redirected to state and county governmental agencies to be allocated at those agencies' discretion. As stated in the Agreement, $97,731,968 in public improvements have been identified. ATTACHMENTS: Resolution Resolution RDA Funding Agreement between the City and Agency RESOLUTION NO. 11 A RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. Findings. The City Council hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan (the "Project Area") are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. The Plan has been amended by Ordinance Nos. 94-33, 06-11 and 07-20 adopted by the City Council. C. The Agency duly adopted its Implementation Plan for 2010-2014 on December 8, 2009 in accordance with Health and Safety Code Section 33490. D. The Community Redevelopment Law at Health and Safety Code Section 33220 authorizes and encourages cities and redevelopment agencies to aid each other and to cooperate in the planning, undertaking, construction, and operations of redevelopment projects. Sections 33220 (b) and (e) specifically authorize such agreements between a city and a redevelopment agency to assist each other in the construction of public parking, road and public facility projects. The proposed Agreement is authorized by the provisions of Section 33220. E. The Plan provides in Section 200 for the development and construction of public improvements to serve the Project Area. In pursuing the general objectives set forth in the Plan, Section 200 provides that the Agency expects to provide a broad range of public service infrastructure improvements to induce private investment in the Project Area. Such improvements could include the construction or reconstruction of roads, streets, curbs and gutters, sidewalks, street lights, water storage and distribution facilities, sewage collection systems, drainage and flood control facilities, overpasses and bridges, park and recreation facilities, community center/auditorium/convention center facilities, or sheriffs substation. F. Pursuant to provisions of the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.), and in particular Sections 33390, 33391, 33421 and 33445 thereof, and the Plan, and in particular Sections 200, 300, 305, 321, 344, 353 and 355 thereof, the Agency proposes to pay for the design, property acquisition, construction, installation and management of the following public improvements to be owned by the City of Temecula within the Project Area pursuant to the proposed Funding Agreement (described in Section 3), with the estimated costs of the public improvement shown in parentheses (the "Public Improvements"), all of which are located within the Project Area: 1) North Old Town Entrance Roundabout ($2,500,000); 2) Interstate -15 Pedestrian Bridge ($8,000,000); 3) Sixth Street Bridge Extension ($10,000,000); 4) Third Street Pedestrian Bridge ($3,000,000); 5) Sixth Street Parking Structure ($14,500,000); 6) Second Street Parking Structure ($20,000,000); 7) Murrieta Creek Bridge and Overland Drive Extension to Diaz Road ($19,923,375); -2- 8) Western Bypass Bridge Over Murrieta Creek ($13,908,593); 9) History Museum Expansion ($1,250,000); 10) Old Town Gymnasium ($4,200,000); and 11) Old Town Sidewalk Rehabilitation ($450,000). G. The construction and development of the Public Improvements are of benefit to the Project Area. The construction and development of the Public Improvements will benefit the Project Area in that Public Improvements will, individually and collectively: (1) provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; (2) promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; (3) promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; (4) promote the expansion of local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; (5) upgrade the physical appearance of the Project Area; (6) encourage investment in the Project Area by the private sector; and (7) attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. H. The construction and development of the Public Improvements will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area and the Implementation Plan for the Project Area adopted in December 2009 pursuant to Health and Safety Code Section 33490 in that the Public Improvements will, individually and collectively: (1) provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; (2) promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; (3) promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; (4) promote the expansion of -3- local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; (5) upgrade the physical appearance of the Project Area; (6) encourage investment in the Project Area by the private sector; and (7) attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. I. No reasonable means of financing the Public Improvements are available to the City other than the use of the Agency's tax increment funds. The prudent budget constraints of the City prevent the City from financing construction and development of Public Improvements by any means. No moneys of the City are available to pay for the cost of Public Improvements. The City has allocated undesignated funds in its reserves for other necessary public improvements, including high priority traffic, roadway, interchange, flood control, and public improvement projects which cannot be funded with Agency funds or other special funds. Traditional methods of financing the Public Improvements, such as the issuance of general obligation bonds, are unavailable as a practical matter because of the extraordinary majority voter approval requirements of two- thirds of the electorate. Assessment financing or special tax financing of the Public Improvements could overburden benefiting properties with assessments or special taxes and, in addition, special taxes and assessments require a two- thirds vote. J. The Public Improvements are consistent with the Agency's Implementation Plan adopted in December 2009 in accordance with Health and Safety Code Section 33490 for the reasons cited in this Resolution. K. The City Council has duly considered all terms and conditions of the proposed Funding Agreement and believes that the Agreement is in the best interests of the Agency and City and the health, safety, and welfare of their residents, and in accord with the public purposes and provisions of applicable State and local law requirements. L. The Agreement pertains to and affect the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and each of them is intended to be a contract within the meaning of Government Code Section 53511. M. All of the Public Improvements have been subject to CEQA review commensurate with their current level of planning. No further action pursuant to the California Environmental Quality Act ("CEQA") is required at this time for the Public Improvements as part of the approval of the Agreement for the funding of the Public Improvements. The proposed funding of the Public Improvements includes funding of any further analysis that might be required by CEQA for the -4- Public Improvements. Any further CEQA review that might be required will be conducted at the earliest possible time for these Public Improvements. The Director of Planning and Redevelopment shall file the appropriate notice of exemption or determination for the actions taken in this Resolution. 1) With the exception of the Murrieta Creek Bridge/Overland Extension to Diaz Road, Western Bypass Bridge Over Murrieta Creek, and History Museum Expansion, all of the Public Improvements were analyzed in the Environmental Impact Report for the Old Town Specific Plan approved by the City Council on May 11, 2010 and the EIRs for the Plan. Moreover, the proposed funding for the Public Improvements includes funding for any further analysis that might be required by CEQA for these Public Improvements. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the OTSP and Plan FEIR. 2) The Murrieta Creek Bridge/Overland Extension to Diaz Road and History Museum Expansion Public Improvements were reviewed in the Environmental Impact Report for the City's General Plan approved by the City Council on April 12, 2005 and the EIRs for the Plan. Moreover, the proposed funding for the Public Improvements includes funding for any further analysis that might be required by CEQA for these two Public Improvements. These Public Improvements do not involve any significant new effects nor change the baseline environmental conditions. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the General Plan and Plan FEIR. 3) On June 24, 2008, 2010 the City Council approved the CEQA review for the Western Bypass Bridge Over Murrieta Creek Improvement was reviewed under CEQA and approved by the City Council on June 24, 2008 as well as the Environmental Impact Report for the City's General Plan approved by the City Council on April 12, 2005 and the EIRs for the Plan. This Public Improvement does not involve any significant new effects nor change the baseline environmental conditions. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the General Plan and Plan FEIR. N. On November 24, 2009, the City Council of the City of Temecula and the Board of Directors of the Redevelopment Agency of the City of Temecula held a duly noticed public hearing pursuant to the requirements of Health and Safety Code Sections 33445 and 33679 and other applicable law to consider the matters set forth herein. The City Council and Agency Board provided an opportunity for all persons to comment on these matters and following the close of the public hearing considered all of the written and oral comments presented to the City Council and Agency Board prior to adopting this Resolution. -5- O. All legal prerequisites to the adoption of this Resolution have occurred. Section 2. Approval of Use of Agency Funds for Public Improvements. Pursuant to the findings set forth above, the City Council hereby approves the use of tax increment funds in an amount not to exceed ninety eight million dollars ($98,000,000.00) for the construction and development of the Public Improvements as described in this Resolution. Section 3. Approval of City of Temecula Funding Agreement for Public Improvements. The City Council of the City of Temecula hereby approves that certain agreement entitled "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" (the "Agreement"), with such changes in the Agreement as may be mutually agreed upon by the City Manager and the Agency Executive Director as is in substantial conformance with the form of such Agreement which is on file in the Office of the City Clerk. The Mayor is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the City. A copy of the final Agreement when executed by the Mayor shall be placed on file in the Office of the City Clerk. Section 4. City Manager's Authority. In addition to the scope of the authority of the City Manager as set forth in the Agreement, the City Manager (or his designee), is hereby authorized, on behalf of the City, to take all actions necessary and appropriate to carry out and implement the Agreement, and to administer the City's obligations, responsibilities and duties to be performed under the said Agreement., including but not limited to, approval and execution on behalf of the City of the such acceptances, certificates, certificates of completion and other implementing agreements and documents as contemplated, necessary or described in the Agreement. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. -6- PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2011. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 11- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: -7- Susan W. Jones, MMC City Clerk RESOLUTION NO. RDA 11 - A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA MAKING CERTAIN FINDINGS FOR THE USE OF TAX INCREMENT FUNDS FOR THE CONSTRUCTION OF PUBLIC IMPROVEMENTS FOR THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445 AND APPROVING THE "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. Findings. The Agency hereby finds, determines and declares that: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan (the "Project Area") are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. The Plan has been amended by Ordinance Nos. 94-33, 06-11 and 07-20 adopted by the City Council. C. The Agency duly adopted its Implementation Plan for 2010-2014 on December 8, 2009 in accordance with Health and Safety Code Section 33490. D. The Community Redevelopment Law at Health and Safety Code Section 33220 authorizes and encourages cities and redevelopment agencies to aid each other and to cooperate in the planning, undertaking, construction, and operations of redevelopment projects. Sections 33220 (b) and (e) specifically authorize such agreements between a city and a redevelopment agency to assist each other in the construction of public parking, road and public facility projects. The proposed Agreement is authorized by the provisions of Section 33220. E. The Plan provides in Section 200 for the development and construction of public improvements to serve the Project Area. In pursuing the general objectives set forth in the Plan, Section 200 provides that the Agency expects to provide a broad range of public service infrastructure improvements to induce private investment in the Project Area. Such improvements could include the construction or reconstruction of roads, streets, curbs and gutters, sidewalks, street lights, water storage and distribution facilities, sewage collection systems, drainage and flood control facilities, overpasses and bridges, park and recreation facilities, community center/auditorium/convention center facilities, or sheriffs substation. F. Pursuant to provisions of the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.), and in particular Sections 33390, 33391, 33421 and 33445 thereof, and the Plan, and in particular Sections 200, 300, 305, 321, 344, 353 and 355 thereof, the Agency proposes to pay for the design, property acquisition, construction, installation and management of the following public improvements to be owned by the City of Temecula within the Project Area pursuant to the proposed Funding Agreement (described in Section 3), with the estimated costs of the public improvement shown in parentheses (the "Public Improvements"), all of which are located within the Project Area: 1) North Old Town Entrance Roundabout ($2,500,000); 2) Interstate -15 Pedestrian Bridge ($8,000,000); 3) Sixth Street Bridge Extension ($10,000,000); 4) Third Street Pedestrian Bridge ($3,000,000); 5) Sixth Street Parking Structure ($14,500,000); 6) Second Street Parking Structure ($20,000,000); 7) Murrieta Creek Bridge and Overland Drive Extension to Diaz Road ($19,923,375); 2- 8) Western Bypass Bridge Over Murrieta Creek ($13,908,593); 9) History Museum Expansion ($1,250,000); 10) Old Town Gymnasium ($4,200,000); and 11) Old Town Sidewalk Rehabilitation ($450,000). G. The construction and development of the Public Improvements are of benefit to the Project Area. The construction and development of the Public Improvements will benefit the Project Area in that Public Improvements will, individually and collectively: (1) provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; (2) promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; (3) promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; (4) promote the expansion of local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; (5) upgrade the physical appearance of the Project Area; (6) encourage investment in the Project Area by the private sector; and (7) attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. H. The construction and development of the Public Improvements will assist in the elimination of blight in the Project Area as identified in the proceedings establishing the Project Area and the Implementation Plan for the Project Area adopted in December 2009 pursuant to Health and Safety Code Section 33490 in that the Public Improvements will, individually and collectively: (1) provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; (2) promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; (3) promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; (4) promote the expansion of 3- local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; (5) upgrade the physical appearance of the Project Area; (6) encourage investment in the Project Area by the private sector; and (7) attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. I. In adopting Resolution No. 011- on February 22, 2011, the City Council of the City of Temecula found that no reasonable means of financing the Public Improvements are available to the City other than the use of the Agency's tax increment funds. The prudent budget constraints of the City prevent the City from financing construction and development of Public Improvements by any means. No moneys of the City are available to pay for the cost of Public Improvements. The City has allocated undesignated funds in its reserves for other necessary public improvements, including high priority traffic, roadway, interchange, flood control, and public improvement projects which cannot be funded with Agency funds or other special funds. Traditional methods of financing the Public Improvements, such as the issuance of general obligation bonds, are unavailable as a practical matter because of the extraordinary majority voter approval requirements of two-thirds of the electorate. Assessment financing or special tax financing of the Public Improvements could overburden benefiting properties with assessments or special taxes and, in addition, special taxes and assessments require a two-thirds vote. J. The Public Improvements are consistent with the Agency's Implementation Plan adopted in December 2009 in accordance with Health and Safety Code Section 33490 for the reasons cited in this Resolution. K. The Agency Board has duly considered all terms and conditions of the proposed Funding Agreement and believes that the Agreement is in the best interests of the Agency and City and the health, safety, and welfare of their residents, and in accord with the public purposes and provisions of applicable State and local law requirements. L. The Agreement pertains to and affect the ability of all parties to finance and carry out their statutory purposes and to accomplish the goals of the Plan and each of them is intended to be a contract within the meaning of Government Code Section 53511. M. All of the Public Improvements have been subject to CEQA review commensurate with their current level of planning. No further action pursuant to the California Environmental Quality Act ("CEQA") is required at this time for the Public Improvements as part of the approval of the Agreement for the funding of the Public Improvements. The proposed funding of the Public Improvements 4- includes funding of any further analysis that might be required by CEQA for the Public Improvements. Any further CEQA review that might be required will be conducted at the earliest possible time for these Public Improvements. The Director of Planning and Redevelopment shall file the appropriate notice of exemption or determination for the actions taken in this Resolution. 1) With the exception of the Murrieta Creek Bridge/Overland Extension to Diaz Road, Western Bypass Bridge Over Murrieta Creek, and History Museum Expansion, all of the Public Improvements were analyzed in the Environmental Impact Report for the Old Town Specific Plan approved by the City Council on May 11, 2010 and the EIRs for the Plan. Moreover, the proposed funding for the Public Improvements includes funding for any further analysis that might be required by CEQA for these Public Improvements. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the OTSP and Plan FEIR. 2) The Murrieta Creek Bridge/Overland Extension to Diaz Road and History Museum Expansion Public Improvements were reviewed in the Environmental Impact Report for the City's General Plan approved by the City Council on April 12, 2005 and the EIRs for the Plan. Moreover, the proposed funding for the Public Improvements includes funding for any further analysis that might be required by CEQA for these two Public Improvements. These Public Improvements do not involve any significant new effects nor change the baseline environmental conditions. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the General Plan and Plan FEIR. 3) On June 24, 2008, 2010 the City Council approved the CEQA review for the Western Bypass Bridge Over Murrieta Creek Improvement was reviewed under CEQA and approved by the City Council on June 24, 2008 as well as the Environmental Impact Report for the City's General Plan approved by the City Council on April 12, 2005 and the EIRs for the Plan. This Public Improvement does not involve any significant new effects nor change the baseline environmental conditions. There is no new information of substantial importance which would show that these Public Improvements will have one or more significant effects not previously discussed in the General Plan and Plan FEIR. N. On November 24, 2009, the City Council of the City of Temecula and the Board of Directors of the Redevelopment Agency of the City of Temecula held a duly noticed public hearing pursuant to the requirements of Health and Safety Code Sections 33445 and 33679 and other applicable law to consider the matters set forth herein. The City Council and Agency Board provided an opportunity for all persons to comment on these matters and following the close of the public hearing considered all of the written and oral comments presented to the City Council and Agency Board prior to adopting this Resolution. 5- O. All legal prerequisites to the adoption of this Resolution have occurred. Section 2. Approval of Use of Agency Funds for Public Improvements. Pursuant to the findings set forth above, the Agency Board hereby approves the use of tax increment funds in an amount not to exceed ninety eight million dollars ($98,000,044.00) for the construction and development of the Public Improvements as described in this Resolution. Section 3. Approval of City of Temecula Funding Agreement for Public Improvements. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA" (the "Agreement"), with such changes in the Agreement as may be mutually agreed upon by the City Manager and the Agency Executive Director as is in substantial conformance with the form of such Agreement which is on file in the Office of the Agency Secretary. The Chairperson of the Agency is hereby authorized to execute the Agreement, including related exhibits and attachments on behalf of the Agency. A copy of the final Agreement when executed by the Agency Chairperson shall be placed on file in the Office of the Secretary of the Agency. Section 4. Executive Director's Authority. In addition to the scope of the Agency's Executive Director as set forth in the Agreement, The Executive Director of the Agency (or his designee), is hereby authorized, on behalf of the Agency, to take all actions necessary and appropriate to carry out and implement the Agreement, and to administer the Agency's obligations, responsibilities and duties to be performed under the said Agreement., including but not limited to, approval and execution on behalf of the Agency of the such acceptances, certificates, certificates of completion and other implementing agreements and documents as contemplated, necessary or described in the Agreement. Section 5. Certification. The Secretary of the Agency shall certify the adoption of this Resolution. 6- PASSED, APPROVED, AND ADOPTED by the Members of the Redevelopment Agency of the City of Temecula this 22nd day of February, 2011. Mike Naggar,Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11- was duly and regularly adopted by the Members of the Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: 7 - Susan W. Jones, MMC City Clerk/Board Secretary FUNDING AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND THE CITY OF TEMECULA FOR CERTAIN PUBLIC IMPROVEMENTS TO BE OWNED BY THE CITY WITHIN THE TEMECULA REDEVELOPMENT PROJECT AREA THIS AGREEMENT is made and entered into by and between the Redevelopment Agency of the City of Temecula ("Agency"), the City of Temecula ("City") and shall be dated as of February 22, 2011. In consideration of the mutual covenants and obligations set forth herein, the parties agree as follows: Section 1. Recitals. This Agreement is made with respect to the following facts and purposes, which each party finds and determines to be true and correct: A. The Redevelopment Agency of the City of Temecula ("Agency") is a community redevelopment agency duly organized and existing under the Community Redevelopment Law ("CRL"), Health and Safety Code Sections 33000 et seq. and has been authorized to transact business and exercise the powers of a redevelopment agency pursuant to action of the City Council of the City of Temecula. B. On June 12, 1988, the Board of Supervisors of the County of Riverside adopted Ordinance No. 658 adopting and approving the "Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1" (hereafter the "Plan") in accordance with the provisions of the CRL. On December 1, 1989, the City of Temecula was incorporated. The boundaries of the Project Area described in the Plan (the "Project Area") are entirely within the boundaries of the City of Temecula. On April 9, 1991, the City Council of the City of Temecula adopted Ordinances Nos. 91-08, 91-11, 91-14, and 91-15 establishing the Redevelopment Agency of the City of Temecula and transferring jurisdiction over the Plan from the County to the City, codified at Chapter 8.04 of the Temecula Municipal Code. Pursuant to Ordinance Nos. 91-11 and 91-15, the City of Temecula and the Redevelopment Agency of the City of Temecula assumed jurisdiction over the Plan as of July 1, 1991. The Plan has been amended by Ordinance Nos. 94-33, 06-11 and 07-20 adopted by the City Council. C. The Agency duly adopted its Implementation Plan for 2010-2014 on December 8, 2009 in accordance with Health and Safety Code Section 33490. D. The Community Redevelopment Law at Health and Safety Code Section 33220 authorizes and encourages cities and redevelopment agencies to aid each other and to cooperate in the planning, undertaking, construction, and operations of redevelopment projects. Sections 33220 (b) and (e) specifically 1 authorize such agreements between a city and a redevelopment agency to assist each other in the construction of public parking and road projects. This Agreement is authorized by the provisions of Section 33220. E. The Plan provides in Section 200 for the development and construction of public improvements to serve the Project Area. In pursuing the general objectives set forth in the Plan, Section 200 provides that the Agency expects to provide a broad range of public service infrastructure improvements to induce private investment in the Project Area. Such improvements could include the construction or reconstruction of roads, streets, curbs and gutters, sidewalks, street lights, water storage and distribution facilities, sewage collection systems, drainage and flood control facilities, overpasses and bridges, park and recreation facilities, community center/auditorium/convention center facilities, or sheriffs substation. F. Pursuant to provisions of the Community Redevelopment Law (California Health and Safety Code Section 33000, etsem.), and in particular Sections 33390, 33391, 33421 and 33445 thereof, and the Plan, and in particular Sections 200, 300, 305, 321, 344, 353 and 355 thereof, the Agency proposes to pay for the design, property acquisition, construction, installation and management of the following public improvements to be owned by the City of Temecula within the Project Area, with the estimated costs of the public improvement shown in parentheses (the "Public Improvements"): 1) North Old Town Entrance Roundabout ($2,500,000); 2) Interstate -15 Pedestrian Bridge ($8,000,000); 3) Sixth Street Bridge Extension ($10,000,000); 4) Third Street Pedestrian Bridge ($3,000,000); 5) Sixth Street Parking Structure ($14,500,000); 6) Second Street Parking Structure ($20,000,000); 7) Murrieta Creek Bridge and Overland Drive Extension to Diaz Road ($19,923,375); 8) Western Bypass Bridge Over Murrieta Creek ($13,908,593); 9) History Museum Expansion ($1,250,000); 10) Old Town Gymnasium ($4,200,000); and 11) Old Town Sidewalk Rehabilitation ($450,000). 2 G. The construction and development of the Public Improvements are of benefit to the Project Area and will assist in the elimination of blight in the Project Area. Construction of the Public Improvements will benefit the Project Area in that the Public Improvements, individually and collectively, will: (1) provide for the development of the public infrastructure and to improve and rehabilitate the public infrastructure as identified in the proceedings and the Plan and the Implementation Plan; (2) promote the preservation and enhancement of the industrial, research and development, and commercial areas within the Project Area in accordance with the goals and objectives of the Plan by providing infrastructure necessary to accommodate the development and rehabilitation for such uses; (3) promote the preservation and enhancement of the residential uses within the Project Area for low and moderate income housing in accordance with the goals and objectives of the Plan by providing the infrastructure necessary to accommodate preserve and enhance such uses; (4) promote the expansion of local employment opportunities in accordance with the goals and objectives of the Plan, including, without limitation, the providing of jobs to the unemployed and underemployed workers in the design and construction of the Public Improvements and to enhance the job opportunities arising from development of the industrial, research and development, and commercial areas; (5) upgrade the physical appearance of the Project Area; (6) encourage investment in the Project Area by the private sector; and (7) attract new businesses to the Project Area by through the development of public infrastructure necessary for new businesses and an adequately and vibrantly trained workforce. H. Through the adoption of City Council Resolution No. 11- and Agency Resolution No. 11- the City and Agency approved the Agency's funding of the Public Improvements pursuant to Health and Safety Code Section 33445, each finding that construction of the Public Improvements will benefit the Project Area, assist in the elimination of blight in the Project Area, and that no other reasonable means of financing the Public Improvements is available to the City and Agency. Section 2. Development and Construction of the Public Improvements A. The City shall have the following responsibilities for each of the Public Improvements: 1) Prepare preliminary concept plans outlining the size and scope of each of the Public Improvements in accordance with a schedule adopted by the City Manager; 2) Prepare all necessary reports, studies and documents necessary to fulfill the requirements of the California Environmental Quality Act (Public Resources Code §§ 21000 et seq.); 3 3) Acquire the necessary rights of way for each Public Improvement; 4) Obtain all necessary permits and approvals from agencies other than the Agency or City; 5) Prepare final plans and specifications for each Public Improvement in accordance with the City's ordinances, regulations, and policies for public improvements and in accordance with applicable state law; 6) Bid each individual Public Improvement in accordance with the provisions of the Public Contract Code applicable to the City and award the construction contract to the lowest responsible bidder in accordance with such statutes; and 7) Inspect the construction of the Public Improvements; and 8) Administer the contracts for the design and construction of each of the Public Improvements, including but not limited to, approval of change orders and acceptance of each of the Public Improvements. B. Agency shall pay to the City the actual costs of the design, property acquisition, construction, installation and management of the Public Improvements ("Costs") in a total sum not to exceed ninety eight million dollars ($98,000,000.00). 1) On or before July 1 each year, the Agency and City shall agree upon a schedule for the design and construction for each of the Public Improvements so that the Agency can budge for anticipated expenses from such activities. City. 2) City shall invoice the Agency for the Costs incurred by the 3) Agency shall pay such invoices within 30 days of receipt. C. Upon approval of the Certificate of Completion by City Council for a Public Improvement, title to such Public Improvements shall be vest in the City and the Agency shall have no interest in such Public Improvement. D. The City and the Agency shall perform their respective obligations under this Agreement in accordance with all applicable provisions of federal, state, and local laws, ordinances and regulations. Debt Section 3. Indebtedness; Subordination Agency Obligation to Bond 4 A. The obligations of the Agency under this Agreement shall constitute an indebtedness of the Agency for the purpose of carrying out the Plan for the Project Area. B. The indebtedness of the Agency under this Agreement shall be subordinate to the rights of the holder or holders of any existing or future bonds, notes or other instruments of indebtedness of the Agency incurred or issued to finance the Plan for the Project Area, including without limitation, any pledge of tax increment revenues from the Project Area to pay any portion of the principal and interest, and otherwise comply with the obligations and covenants, of any bond or bonds issued or sold by the Agency, or by the Agency through the Temecula Public Financing Authority, with respect to the Project Area. Section 4. Obligation to Refrain from Discrimination A. The City covenants and agrees for itself, its successors and its assigns that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Improvements, nor shall the City, or any person claiming under or through the City, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Improvements. B. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph. C. All deeds, leases or contracts entered into with respect to the sale, lease, sublease or other transfer of the Improvements shall contain or be subject to substantially the following nondiscrimination/nonsegregation clauses: In deeds: "The Grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of 5 Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the premises herein conveyed. The foregoing covenants shall run with the land. D. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased. E. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." In contracts: "The contracting party or parties hereby covenant by and for himself or herself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person 6 or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties, any subcontracting party or parties, or their respective assigns or transferees, establish or permit any such practice or practices of discrimination or segregation. F. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." Section 5. General. A. This Agreement is intended solely for the benefit of the City and Agency. There shall be no third party beneficiaries under this Agreement. B. If any term, provisions, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridge by such invalidation, voiding or unenforceability. C. If either party fails to perform or adequately perform an obligation required by this Agreement within in thirty (30) calendar days of receiving written notice from the non -defaulting party, the party failing to perform shall be in default. In the event of default, the non -defaulting party shall have all of the rights and remedies available to it at law or in equity to enforce the provisions of this Agreement, including without limitation the right to sue for damages for breach of contract. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non - defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non -defaulting party against the defaulting party. All notices of defaults shall clearly indicate a notice of default under this Agreement. D. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the parties hereto and 7 shall be binding on and shall inure to the benefit of all successors and assigns of the parties whether by agreement or by operation of law. E. This Agreement shall remain in effect until the Agency has made all required payments and the City has completed the Public Improvements, unless earlier terminated by mutual agreement of the parties. F. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the then -current address of the party. G. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. H. Time is of the essence of this Agreement. I. Amendments hereto must be in writing executed by the appropriate authorities of the Agency and the City. The City Manager of the City and the Executive Director of the Agency shall have the authority to enter into amendments to this Agreement on behalf of the City and the Agency as are necessary or convenient to implement its purposes, including but not limited to: (1) delineation of work necessary to construct and install the Public Improvements; (2) schedules of performance for work on a Public Improvement; (3) deferral of payments to City; (4) revise the estimated costs of the Public Improvements based on customary and reasonable public works construction estimates and, based thereon, revise the maximum cost of the Agency obligation; (5) refinement of the scope of Public Improvements; or (6) similar amendments. 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Mike Naggar Chairperson ATTEST: Susan Jones, MMC Secretary APPROVED AS TO FORM: Peter M. Thorson General Counsel 9 CITY OF TEMECULA Ron Roberts Mayor ATTEST: Susan Jones, MMC City Clerk APPROVED AS TO FORM: Peter M. Thorson City Attorney 10 JOINT CITY COUNCI L/RDA/TPFA BUSINESS Item No. 24 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA and REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and TEMECULA PUBLIC FINANCING AUTHORITY AGENDA REPORT City Council / Redevelopment Agency Governing Board / Public Financing TO: Authority Governing Board FROM: Genie Roberts, Director of Finance / Treasurer DATE: February 22, 2011 SUBJECT: Issuance of Tax Allocation Bonds by the Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1, Tax Allocation Housing Bonds, 2011 Series A PREPARED BY: Genie Roberts, Director of Finance / Treasurer RECOMMENDATION: 1. That the City Council adopt a resolution entitled: RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA OF 2011 TAX ALLOCATION HOUSING BONDS 2. That the Redevelopment Agency adopt a resolution entitled: RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS 3. That the Authority adopt a resolution entitled: RESOLUTION NO. TPFA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, AND APPROVING OTHER MATTERS RELATED THERETO BACKGROUND: Under the Community Redevelopment Law, the Redevelopment Agency is obligated to use not less than twenty percent of the tax increment revenues that are allocated to the Redevelopment Agency pursuant to the Community Redevelopment Law to increase, improve and preserve the community's supply of low and moderate income housing (the "low and moderate income housing funds"). In order to finance the Redevelopment Agency's housing activities, in support of housing activities being conducted in the ordinary course of the Agency's business, and otherwise in light of the Governor's recent proposal to terminate redevelopment agencies, Staff recommends that the Redevelopment Agency authorize the issuance of tax allocation housing bonds, which would be repaid from the low and moderate income housing funds. The proceeds of the bonds would be used to provide funds to assist with prospective Agency housing projects, as described below. The Redevelopment Agency Staff and consultants have been working to prepare the necessary documents to issue the bonds, including a supplement to the indenture with respect to outstanding Redevelopment Agency tax increment housing bonds which provides for the terms of the proposed bond issue, a preliminary official statement which describes the bond issue and is to be used to market the bonds to prospective investors, a bond purchase agreement pursuant to which the bonds would be sold, and a continuing disclosure certificate regarding ongoing disclosure of the Agency over the term of the bonds. It is proposed that the proceeds of the bonds be used to finance housing activities of the Redevelopment Agency within or of benefit to the Temecula Redevelopment Project No. 1. The primary activities anticipated to be financed with proceeds of the bonds include (i) funding all or a portion of a grant in the amount of approximately $5,181,000 to assist in the development of Brookhollow Apartments, (ii) funding all or a portion of a grant in the amount of approximately $5,579,000 to assist the AMCAL Housing Development, (iii) funding all or a portion of a grant in the amount of approximately $6,000,000 to assist the Hemme Development, in each case subject to review and approval by the Board of Directors of the Redevelopment Agency of related documentation. Bond proceeds may also be used for other authorized housing activities of the Redevelopment Agency. The proposed bond issue will be payable solely from a pledge of that portion of the tax increment revenues arising from the Redevelopment Project required by the Redevelopment Law to be deposited to the Low and Moderate Income Housing Fund of the Agency. Only the portion of the tax increment revenues required by the Redevelopment Law to be used for housing purposes will be pledged to and used for the repayment of the bonds. No City general funds or other moneys will in any way be pledged or obligated towards the payment of the bonds. In order to issue the bonds, the Redevelopment Law requires that the City Council approve the issuance of the bonds by the Redevelopment Agency. In addition, in order for the Redevelopment Agency to sell the bonds on a negotiated basis with Stone & Youngberg LLC, the bond underwriter that has been working with the Redevelopment Agency on the bond issue (the "Underwriter"), relevant State law requires that the Public Financing Authority buy the bonds from the Redevelopment Agency for immediate resale to the Underwriter. The purchase price from the Redevelopment Agency to be paid by the Public Financing Authority will be the same as the sale price of the Bonds by the Public Financing Authority to the Underwriter, so no Public Financing Authority funds are involved in the transaction. The proposed resolution of the Public Financing Authority approves the purchase and sale by it of the Bonds and makes related findings required by applicable law. The Redevelopment Agency resolution being presented for approval authorizes the issuance of the bonds and approves the related financing documents including a draft of a preliminary official statement that describes the terms of the bonds. These documents will be finalized when the exact terms of the Bonds are determined at the time the bonds are sold to investors, expected to occur in early to mid March. The date for the closing of the bond issue, and the time when bond proceeds are expected to be available, is currently expected to be March 23, 2011. The resolution also designates the professionals necessary to assist Staff with the issuance of the bonds, including Fieldman, Rolapp & Associates as financial advisor, Quint & Thimmig LLP as bond counsel, McFarlin & Anderson LLP as disclosure counsel, and Stone & Youngberg LLC as bond underwriter; and authorizes the Executive Director of the Redevelopment Agency to execute agreements with the professionals for their services related to the bonds in form acceptable to the Executive Director and Agency Counsel. All compensation payable to the financial advisor, bond counsel and disclosure counsel will be contingent upon the sale and issuance of the bonds, and it is expected that all of the consultants will be paid from bond proceeds (or, in the case of the underwriter, by means of a discount on the purchase by it of the bonds). Each of the consultants has assisted the Redevelopment Agency in connection with prior issuances by the Redevelopment Agency of tax allocation bonds. SPECIFIC ACTIONS: The action requested of the City Council is to adopt a resolution approving the issuance of the bonds by the Redevelopment Agency. The action requested of the Redevelopment Agency is to adopt a resolution authorizing the issuance of the bonds, approving the related financing documents and designating certain consultants to assist with the issuance of the bonds. The action requested of the Public Financing Authority is to adopt a resolution approving the purchase of the bonds from the Redevelopment Agency and the immediate resale of the bonds to the Underwriter. FISCAL IMPACT: The bonds will have no financial impact on the City or the Public Financing Authority, as all payments of principal and interest on the bonds will be paid solely from the housing tax increment revenues of the Redevelopment Agency. The Redevelopment Agency will be obligated to use housing tax increment revenues from the Temecula Redevelopment Project No. 1 each year to pay the debt service on the bonds in the amount of approximately $1.3 million to $1.6 million, and to pay the annual costs of administering the bond program. ATTACHMENTS: Resolution Approving the Issuance Resolution of the RDA Authorizing the Issuance and Sale Resolution the TPFA Authorizing the Purchase and Sale Preliminary Official Statement First Supplemental Indenture of Trust Continuing Disclosure Certificate Bond Purchase Agreement RESOLUTION NO. 11- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA OF 2011 TAX ALLOCATION HOUSING BONDS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency of the City of Temecula (the "Agency") has determined at this time to issue its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "Bonds") to provide funds to finance housing activities of the Agency within or of benefit to the Agency's Temecula Redevelopment Project No. 1. Section 2. In accordance with the requirements of Section 33640 of the California Health and Safety Code, the City Council wishes at this time to approve the issuance and sale of the Bonds by the Agency. Section 3. The issuance and sale of the Bonds by the Agency in the aggregate principal amount of not to exceed $20,000,000, and the use of the proceeds of the Bonds to finance housing activities of the Agency, are hereby approved. Section 4. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 22nd day of February, 2011. Ron Roberts, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 11- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk RESOLUTION NO. RDA 11- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS, AND APPROVING RELATED DOCUMENTS AND ACTIONS THE MEMBERS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA HEREBY RESOLVE AS FOLLOWS: Section 1. Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "Law"), authorizes redevelopment agencies to incur indebtedness for the purpose of financing housing activities within or of benefit to redevelopment project areas of redevelopment agencies. Section 2. The Redevelopment Agency of the City of Temecula (the "Agency") has determined at this time to issue revenue bonds (as further described below, the "Bonds"), under the provisions of the Law to finance housing activities within or of benefit to the Agency's Temecula Redevelopment Project No. 1 (the "Redevelopment Project"), with the payment of the principal of and interest on the Bonds to be secured by a pledge of the tax increment revenues received by the Agency from the Redevelopment Project required to be deposited to the Low and Moderate Income Housing Fund of the Agency (the "Housing Set -Aside Revenues"). Section 3. The pledge of the Housing Set -Aside Revenues securing the Bonds will be on a parity with the pledge thereof to the payment of the Agency's Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax - Exempt) and the Agency's Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds). Section 4. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law, and the Agency now desires to authorize the issuance of the Bonds, as provided herein. Section 5. The Agency hereby authorizes the issuance of its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "Bonds") in the initial principal amount of not to exceed $20,000,000. The Bonds shall be issued pursuant to the Law and the Indenture of Trust, dated as of March 1, 2010 (the "Original Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011 (the "First Supplement"), between the Agency and the Trustee. The Agency hereby approves the First Supplement in the form on file with the Secretary. The Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the First Supplement, in such form together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the delivery and performance of the First Supplement as so executed, and hereby ratifies and confirms the provisions of the Original Indenture, except as expressly modified by the First Supplement. Section 6. Stone & Youngberg LLC, is hereby designated as underwriter (the "Underwriter") to the Agency in connection with the issuance and sale of the Bonds. The Agency hereby approves the bond purchase agreement (the "Bond Purchase Agreement"), by and among the Underwriter, the Temecula Public Financing Authority (the "Authority"), and the Agency, in the form on file with the Secretary. The Executive Director is hereby authorized and directed to execute the Bond Purchase Agreement, in such form, together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby approves the negotiated sale of the Bonds to the Authority, and the sale of the Bonds by the Authority to the Underwriter, pursuant to the Bond Purchase Agreement, so long as the Underwriter's discount, excluding original issue discount, does not exceed 1.75% of the principal amount of the Bonds, the net interest cost of the Bonds does not exceed 9.44%, and the initial principal amount of the Bonds is not in excess of $20,000,000. Pursuant to the Law, this Board of Directors hereby finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Agency and the Authority within the contemplation of Section 6586 of the Law. Section 7. The Agency hereby authorizes the Executive Director to approve and deem final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of Official Statement describing the Bonds in the preliminary form on file with the Secretary. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Executive Director is hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Executive Director, upon consultation with Disclosure Counsel and the Agency's General Counsel, shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 8. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or upon the instruction of the Underwriter in accordance with written instructions executed on behalf of the Agency by the Executive Director, which instructions such officer is hereby authorized and directed to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Bond Purchase Agreement upon payment of the purchase price therefor. Section 9. The Continuing Disclosure Certificate, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as the Executive Director, upon consultation with Disclosure Counsel, shall deem necessary, desirable or appropriate, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Certificate. Section 10. Fieldman, Rolapp & Associates is hereby designated as financial advisor to the Agency, Quint & Thimmig LLP is hereby designated as bond counsel to the Agency, and McFarlin & Anderson LLP is hereby designated as disclosure counsel to the Agency, each in connection with the issuance and sale of the Bonds. The Executive Director is hereby authorized and directed to execute agreements with such firms for their services with respect to the Bonds, in forms acceptable to the Executive Director and Agency Counsel; provided that any and all compensation payable to such firms shall be contingent upon the sale and issuance of the Bonds. Section 11. The Chairperson, the Vice Chairperson, the Executive Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds as described herein. Whenever in this Resolution any officer of the Agency 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. Section 12. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Members of the Redevelopment Agency of the City of Temecula this 22nd day of February, 2011. Mike Naggar,Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing Resolution No. RDA 11- was duly and regularly adopted by the Members of the Redevelopment Agency of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: Susan W. Jones, MMC City Clerk/Board Secretary RESOLUTION NO. TPFA 11- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF 2011 TAX ALLOCATION HOUSING BONDS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, AND APPROVING OTHER MATTERS RELATED THERETO THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Temecula and the Redevelopment Agency of the City of Temecula (the "Agency") have entered into a Joint Exercise of Powers Agreement (the "Agreement") creating the Temecula Public Financing Authority (the "Authority"). Section 2. Pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Law"), the Authority is authorized to purchase bonds issued by the Agency, the proceeds of which are to be used to finance public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Authority, and pursuant to the Law and the Agreement, the Authority is further authorized to sell bonds so purchased to public or private purchasers by means of public or negotiated sales. Section 3. The Authority desires to purchase from the Agency not to exceed $20,000,000 aggregate initial principal amount of the Agency's Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "Bonds"), with the purchase price to be paid solely from the proceeds received from the Authority's concurrent sale of the Bonds to Stone & Youngberg LLC (the "Underwriter"). Section 4. The Agency has caused a bond purchase agreement to be submitted to the Authority for approval; and the Authority now desires to approve the bond purchase agreement and any other documents necessary for the purchase and sale of the Bonds as provided below. Section 5. Pursuant to the Law, this Board of Directors hereby finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Agency and the Authority within the contemplation of Section 6586 of the Law. Section 6. The proposed bond purchase agreement (the "Bond Purchase Agreement"), by and among the Agency, the Authority and the Underwriter, in the form on file with the Secretary of the Authority, is hereby approved. The Executive Director of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the request that the Authority purchase the Bonds from the Agency and to accept the offer of the Underwriter to purchase the Bonds from the Authority, each subject to the terms and conditions of the Bond Purchase Agreement, and to execute and deliver the Bond Purchase Agreement; provided, however, that, the net interest cost of the Bonds shall not exceed 9.00% per annum and the Underwriter's discount (without regard to any original issue discount) shall not be more than 1.75% of the principal amount of the Bonds. The final principal amount of the Bonds shall be the amount set forth in the executed Bond Purchase Agreement, not to exceed an aggregate of $20,000,000. The approval of any additions or changes in such form of the Bond Purchase Agreement shall be conclusively evidenced by the execution and delivery by the Executive Director or his designee of the Bond Purchase Agreement. Section 7. The Chairperson, the Executive Director, the Treasurer and the Secretary of the Authority, and any and all other officers of the Authority, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful purchase and sale of the Bonds as described herein. 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. Section 8. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority of the City of Temecula this 22nd day of February, 2011. Ron Roberts, Chairperson ATTEST: Susan W. Jones, MMC City Clerk/Board Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Public Financing Authority of the City of Temecula, do hereby certify that the foregoing Resolution No. TPFA 11- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority of the City of Temecula at a meeting thereof held on the 22nd day of February, 2011, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: Susan W. Jones, MMC City Clerk/Board Secretary PRELIMINARY OFFICIAL STATEMENT DATED [February 23], 2011 NEW ISSUE — BOOK -ENTRY ONLY RATING o Standard & Poor's: LL f) g (See "Rating" herein) In the opinion of Quint & Thimmig LLP, San Francisco, Califomia, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law, interest on the 2011 Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes and (ii) is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. In addition, in the 0 opinion of Bond Counsel, interest on the 2011 Bonds is exempt from personal income taxation imposed by the State of Califomia. See "TAX MATTERS" herein. $[15,825,000] REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 65 TAX ALLOCATION HOUSING BONDS, 2011 SERIES A Dated: Date of Issuance Bonds Due: August 1, as set forth 0 on the inside front cover Proceeds from the sale by the Redevelopment Agency of the City of Temecula (the "Agency") of' its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds") will be used to (i) finance housing activities within the City of' Temecula (the "City"); (ii) increase the 1 — aggregate amount on deposit in the Reserve Account for the 2010 Bonds(as defined below),the 2011 Bonds and anyparitydebt to the Reserve Requirement; and (iii• ) P q • provide for the costs of issuing the 2011 Bonds. Interest on the 2011 Bonds will be payable semi-annually on each February 1 and August 1 (each an "Interest Payment Date"), commencing August 1, 2011. The 2011 Bonds will be issued in fully -registered form without coupons and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 2011 Bonds. Purchases of beneficial interests in the 2011 Bonds will be made in book -entry form only in denominations of' $5,000 or any integral multiple thereof. Purchasers of' such beneficial interests will not receive physical ro E certificates representing their interests in the 2011 Bonds. Payment of principal of, interest and premium, if any, on the 2011 Bonds will be made directly to DTC or o o its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered Owner of the 2011 Bonds. Disbursement of such payments to the DTC Participants (as 0 o defined in Appendix G hereto) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined in Appendix G hereto) is the responsibility of the DTC Participants, as more fully described herein. See "THE 2011 BONDS — Book -Entry and DTC" herein. U oThe 2011 Bonds will be issued under an Indenture of Trust, dated as of March 1, 2010 (the "Original Indenture"), as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011 (the "First Supplement"), and together with the Original Indenture, the "Indenture"), each by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"). The 2011 Bonds will be sold to the Temecula Public Financing Authority (the "Authority") for immediate resale to the Underwriter. The 2011 Bonds are 2 special obligations of the Agency and are payable from and secured by a pledge of the Housing Tax Increment Revenues (as defined herein) receivable by the Agency Gwith respect to the Temecula Redevelopment Project No. 1 (the "Project Area") pursuant to Article 6 of Chapter 6 of the Community Redevelopment Law (herein g referred to as the "Housing Tax Increment Revenues"), subject to the provisions of the Indenture permitting the application thereof for other purposes, and by a opledge of amounts in certain funds and accounts established under the Indenture, as further discussed herein. See `SECURITY FOR THE 2011 BONDS" The o •n Agency previously issued its $1,035,000 aggregate initial principal amount of Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A o a (Tax -Exempt) (the "2010 Series A Bonds") and its $12,720,000 aggregate initial principal amount of Temecula Redevelopment Project No. 1 Tax Allocation Housing o Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010 Series B Bonds," and collectively with the 2010 Series A Bonds, the "2010 Bonds"). The Agency o may issue debt on a parity with the 2010 Bonds and the 2011 Bonds, subject to the provisions of the Indenture. See "SECURITY FOR THE 2011 BONDS — Parity g Debt." G•y The 2011 Bonds are subject to optional redemption and mandatory sinking account redemption prior to maturity. See "THE 2011 BONDS — Redemption" herein. b L N MATURITY SCHEDULE G 0 (See Inside Cover) o 0 o 0 This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the 2011 .9Bonds. Investors should review the entire Official Statement before making any investment decision with respect to the 2011 Bonds. ct E w . THE 2011 BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY PAYABLE FROM THE HOUSING TAX INCREMENT .5 . REVENUES, AS DESCRIBED HEREIN, AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS MAINTAINED UNDER THE INDENTURE AND, AS . .g SUCH, ARE NOT A DEBT OF THE CITY OR THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF THE STATE'S POLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE); AND NEITHER THE CITY NOR THE STATE OR ANY OF E Fn ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY) IS LIABLE THEREFOR. THE 2011 BONDS ARE NOT PAYABLE FROM, AND ARE NOT E o SECURED BY, ANY FUNDS OF THE AGENCY OTHER THAN THE HOUSING TAX INCREMENT REVENUES AND THE FUNDS PLEDGED PURSUANT ° TO THE INDENTURE. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS RESPONSIBLE FOR THE EXECUTION OF THE 2011 BONDS v) 2 ARE LIABLE PERSONALLYFORPAYMENT OF THE 2011 BONDS. o 'U z 0 o The 2011 Bonds are offered when, as and if issued, subject to the approval as to their legality by Quint & Thimmig LLP, San Francisco, California Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Agency by Richards, Watson & Gershon, Los Angeles, California acting as Counsel to the Agency, and by McFarlin & Anderson LLP, Lake Forest, California in its capacity as Disclosure Counsel to the g o Agency. Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California is acting as Underwriter's Counsel. It is anticipated that the E o 2011 Bonds will be available for delivery through DTC on or about , 2011. P. = STONE & YOUNGBERG F rrnn Dated: , 2011 Preliminary, subject to change. MATURITY SCHEDULE $[15,825,000] REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION HOUSING BONDS, 2011 SERIES A $ Serial Bonds Base CUSIP® No. [87970Ft] Maturity Principal Interest CUSIP® Maturity Principal Interest CUSIP® (August 1) Amount Rate Yield No! (August 1) Amount Rate Yield No .T 2012 $ % % 2018 $ % % 2013 2019 2014 2020 2015 2021 2016 2022 2017 2023 $ % Term Bonds due August 1, 20_ Yield % CUSIP® No. 87970F __t $ % Term Bonds due August 1, 2039 Yield % CUSIP® No. 87970F __t *Preliminary, subject to change. CUSIP® A registered trademark of the American Bankers Association. Copyright © 1999-2011 Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. CUSIP® data herein is provided by Standard & Poor's CUSIP® Service Bureau. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP® Service Bureau. CUSIP® numbers are provided for convenience of reference only. Neither the Agency nor the Underwriter take any responsibility for the accuracy of such numbers. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AGENCY BOARD MEMBERS Michael S. Naggar, Chairperson Ron Roberts, Vice Chairperson Jeff Comerchero, Board Member Maryann Edwards, Board Member Charles W. Washington, Board Member AGENCY STAFF Shawn Nelson, Executive Director Genie Roberts, Agency Treasurer Patrick R. Richardson, AICP, Director of Planning and Redevelopment Susan Jones, Agency Secretary SPECIAL SERVICES Counsel to the Agency Richards, Watson & Gershon Los Angeles, California Bond Counsel Quint & Thimmig LLP San Francisco, California Disclosure Counsel McFarlin & Anderson LLP Lake Forest, California Underwriter's Counsel Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Fiscal Consultant HdL Coren & Cone Diamond Bar, California Financial Advisor Fieldman, Rolapp & Associates Irvine, California Trustee U.S. Bank National Association Los Angeles, California GENERAL INFORMATION ABOUT THE OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of the 2011 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2011 Bonds. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the Agency, in any press release by the Agency and in any oral statement made with the approval of an authorized officer of the Agency or any other entity described or referenced herein, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend," and similar expressions identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. 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. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the Agency or any other entity described or referenced herein since the date hereof. The Agency does not plan to issue any updates or revisions to the forward-looking statements set forth in this Official Statement. Limited Offering. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations in connection with the offer or sale of the 2011 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the Agency or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any 2011 Bonds nor shall there be any sale of the 2011 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the 2011 Bonds at a level 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 2011 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE 2011 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2011 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. TABLE OF CONTENTS Page INTRODUCTION 1 General 1 The Agency and the Redevelopment Plan 2 Purpose of Issuance 2 The 2011 Bonds 3 Source of Payment for the 2011 Bonds 3 Parity Debt; Subordinate Debt 4 Bondowners' Risks 4 Continuing Disclosure 4 Termination of Purchase Due to Proposals by Governor or Proposed Legislation 4 Tax Matters 4 Professionals Involved in the Offering 5 Additional Information 5 ESTIMATED SOURCES AND USES OF FUNDS 5 Redevelopment Activities 6 DEBT SERVICE SCHEDULE 7 THE 2011 BONDS 8 General Provisions 8 Redemption 8 Book -Entry and DTC 11 Discontinuance of DTC Services 11 TAX ALLOCATION FINANCING 11 General 11 Allocation of Taxes 12 SECURITY FOR THE 2011 BONDS 12 Pledge of Housing Tax Increment Revenues 12 Limited Obligations 13 Application of Housing Tax Increment Revenues 13 Reserve Account 15 County Payment of Tax Increment 16 Parity Debt 16 RISK FACTORS 18 2011 Bonds Are Limited Obligations and Not General Obligations 18 Housing Tax Increment Revenues 18 Estimated Housing Tax Increment Revenues 20 Educational Revenue Augmentation Fund; State Budget Uncertainties 20 Real Estate Volatility 25 Economic Concentration 26 Concentration of Ownership 26 Bankruptcy Risks 26 Investment of Tax Increment Revenues and Other Funds 27 Parity Debt 27 Future Land Use Regulations and Growth Control Initiatives 27 County Payment of Housing Tax Increment Revenues 27 Levy and Collection 28 Seismic Factors and Flooding 28 Hazardous Substances 28 No Acceleration on Default 29 Loss of Federal Tax Exemption 29 -i- IRS Audit of Tax -Exempt Bond Issues 29 Assumptions and Projections 29 Change in Law 30 Limited Secondary Market 30 LIMITATIONS ON HOUSING TAX INCREMENT REVENUES 30 Property Tax Collection Procedure 30 Supplemental Assessments 31 Unitary Property 31 Property Tax Rate Limitations — Article XIIIA 31 Article XIIIB of the California Constitution 33 Exclusion of Tax Increment Revenues for General Obligation Bonds Debt Service 33 Future Initiatives or Legislation 33 Low and Moderate Income Housing 33 Redevelopment Plan Limitations 34 THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA 34 Background 34 Agency Administration 35 Agency Powers 35 Limitations Under 1991 Settlement Agreement; Plan Limitations 35 Outstanding Indebtedness of the Agency 36 Investment of Agency Funds 38 Controls, Land Use and Building Restrictions 38 THE REDEVELOPMENT PLAN 41 Description of the Project Area 42 Proceeds of the 2011 Bonds 42 Land Uses 42 Development in the Project Area 43 Assessed Valuation; Housing Tax Increment Revenues 44 Appeals of Assessed Values 46 Direct and Overlapping Bonded Debt 49 Project Area Pass -Through Agreements 51 COVERAGE ANALYSIS 51 THE TEMECULA PUBLIC FINANCING AUTHORITY 53 CERTAIN LEGAL MATTERS 53 Legal Opinions 53 Enforceability of Remedies 53 CONTINUING DISCLOSURE 53 ABSENCE OF LITIGATION 54 TAX MATTERS 54 2011 Bonds 54 UNDERWRITING 56 RATING 56 PROFESSIONAL FEES 57 MISCELLANEOUS 57 APPENDIX A - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE A-1 APPENDIX B - FISCAL CONSULTANT'S REPORT B-1 APPENDIX C - TEMECULA REDEVELOPMENT AGENCY COMPONENT UNIT FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING JUNE 30, 2010 C-1 APPENDIX D - FORM OF OPINION OF BOND COUNSEL D-1 APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE E-1 APPENDIX F - GENERAL INFORMATION REGARDING THE CITY F-1 APPENDIX G - BOOK -ENTRY SYSTEM G-1 [INSERT REGIONAL AREA MAP IN LIEU OF THIS PAGE] OFFICIAL STATEMENT $[15,825,000] REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION HOUSING BONDS INTRODUCTION This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified in its entirety by, more complete and detailed information contained in this Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the 2011 Bonds to potential investors is made only by means of the entire Official Statement. References to, and summaries of provisions of the laws of the State of California or any other document referred to herein do not purport to be complete and such references are qualified in their entirety by reference to the original source document. General This Official Statement of the Redevelopment Agency of the City of Temecula (the "Agency") provides information regarding the sale by the Agency of its $[15,825,000]* aggregate initial principal amount of Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds (the "2011 Bonds"). The Agency previously issued its $1,035,000 aggregate initial principal amount of Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax -Exempt) (the "2010 Series A Bonds") and its $12,720,000 aggregate initial principal amount of Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010 Series B Bonds," and collectively with the 2010 Series A Bonds, the "2010 Bonds" and collectively with the 2011 Bonds and any Parity Debt (defined below), the "Bonds"). The 2011 Bonds are issued under the provisions of the Redevelopment Law (defined below) and an Indenture of Trust, dated as of March 1, 2010 (the "Original Indenture"), as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011 (the "First Supplement"), and together with the Original Indenture, the "Indenture"), each by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee, to finance certain housing activities within the City of Temecula (the "City"). The 2011 Bonds are secured by a pledge of, security interest in and a lien on Housing Tax Increment Revenues (defined below) and by the moneys in certain funds and accounts established by the Indenture. The Indenture permits the Agency to, upon satisfaction of certain conditions, incur additional parity debt ("Parity Debt") payable from and secured by a lien and charge upon Housing Tax Increment Revenues on a parity with the lien and charge securing the 2011 Bonds. See "INTRODUCTION — Source of Payment for the 2011 Bonds," "SECURITY FOR THE 2011 BONDS" and "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." Definitions of certain capitalized terms used in this Official Statement are set forth in "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." This Official Statement contains brief descriptions of the 2011 Bonds, the Indenture, the Agency, Temecula Redevelopment Project No. 1 (the "Redevelopment Project") and the Redevelopment Plan (as defined herein). Such descriptions do not purport to be comprehensive or definitive. All references in this Official Statement to documents are qualified in their entirety by reference to those documents, and *Preliminary, subject to change. 1 references to the 2011 Bonds are qualified in their entirety by reference to the forms of the 2011 Bonds included in the Indenture. Copies of the Indenture and other documents described in this Official Statement may be obtained from the Agency as described under the subheading "Additional Information" below. The Agency and the Redevelopment Plan On July 12, 1988, prior to the incorporation of the City, the County of Riverside (the "County") adopted the "County of Riverside Redevelopment Plan 1 — 1988" (the "County Redevelopment Plan") by Ordinance No. 658. On December 1, 1989, the City was incorporated. All of the area within the County Redevelopment Plan was included within the boundaries of the City. The Agency was established on March 26, 1991, by the City Council of the City (the "City Council") by adoption of Ordinance No. 91-08 under the provisions of the Community Redevelopment Law, constituting Part 1 of Division 24 (commencing with Section 33000) of the California Health and Safety Code, as amended (the "Redevelopment Law"). The City Council at the same time declared itself to be the governing body of the Agency. The five members of the City Council serve as the governing body of the Agency and exercise all rights, powers, duties and privileges of the Agency. See "THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA" herein. The City has no responsibility whatsoever for the repayment of the 2011 Bonds. The City Council subsequently adopted Ordinance No. 91-08 on March 26, 1991 and Ordinances Nos. 91-11, 91-14 and 91-15 on April 9, 1991, relating to approval of the County Redevelopment Plan as the Temecula Redevelopment Plan No. 1 (the "Redevelopment Plan") and transfer of jurisdiction over the Redevelopment Plan to the Agency. This transfer was effective July 1, 1991. Thereafter, the City Council adopted Ordinance No. 94-33 on December 20, 1994, Ordinance No. 06-11 on September 26, 2006, and Ordinance No. 07-20 on January 8, 2008, amending certain provisions of the Redevelopment Plan. The Temecula Redevelopment Project No. 1, the area encompassed by the Redevelopment Plan (the "Project Area"), is primarily commercial and industrial in nature. It is generally located along Interstate 15 from the City's northern border with the City of Murrieta to the intersection of Highway 79 on the south. The Project Area encompasses approximately 2,095 acres. The Project Area includes the Promenade Mall site, Old Town and industrial and business park areas west of Interstate 15. See "THE REDEVELOPMENT PLAN" herein. The total assessed valuation of taxable property in the Project Area for Fiscal Year 2010-11 is approximately $2,315,060,765 greater than the aggregate adjusted assessed valuation in the applicable base year. Assessed valuations in the Project Area are subject to various factors which could result in decreases from those assessed valuations reported for Fiscal Year 2010-11. See "RISK FACTORS" herein. Purpose of Issuance Proceeds from the sale of the 2011 Bonds will be used to (i) finance housing activities within the City; (ii) increase the aggregate amount on deposit in the Reserve Account for the 2010 Bonds, the 2011 Bonds and any parity debt to the Reserve Requirement; and (iii) provide for the costs of issuing the 2011 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. 2 The 2011 Bonds The 2011 Bonds are being issued pursuant to the laws of the State of California (the "State"), including the provisions of the Redevelopment Law, Resolution No. RDA 11-, adopted by the Agency on [February 22], 2011 (the "Resolution"), and the Indenture. See "THE 2011 BONDS" herein and "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE" attached hereto. The 2011 Bonds will be issued in denominations of $5,000 each or integral multiples thereof Interest on the 2011 Bonds is payable on each February 1 and August 1, commencing on August 1, 2011. Interest and principal on the 2011 Bonds are payable by the Trustee to DTC (as defined herein) which will be responsible for remitting such principal and interest to the Participants (as defined in Appendix G) which will, in tum, be responsible for remitting such principal and interest to the Beneficial Owners (as defined in Appendix G) of the 2011 Bonds. No physical distribution of the 2011 Bonds will be made to the public initially. See "THE 2011 BONDS — Book -Entry and DTC" herein. Source of Payment for the 2011 Bonds The Redevelopment Law provides a means for financing redevelopment projects based upon an allocation of taxes collected within a redevelopment project area. Pursuant to the Redevelopment Law, the "base roll" is established by determining the taxable value of property within a project area last equalized prior to adoption of a redevelopment plan by a redevelopment agency. Except for any period during which the taxable value drops below the base year level, the taxing agency thereafter generally receives the taxes produced by the levy of the then -current tax rate upon the base roll. Taxes collected on any increase in taxable value over the base roll (commonly known as "tax increment revenues") (with the exception of taxes derived from increases in the tax rate imposed by taxing agencies to support new bonded indebtedness) are allocated to a redevelopment agency and, subject to certain limitations discussed herein, may be pledged by the redevelopment agency to the repayment of indebtedness incurred in financing or refinancing a redevelopment project. Under Section 33334.2 and Section 33334.6 of the Redevelopment Law, redevelopment agencies are generally required, unless certain annual findings are made, to set aside 20% of all tax increment revenues allocated annually in a low and moderate income housing fund to be used within the jurisdiction of the agency to increase and improve the supply of low and moderate income housing. See "SECURITY FOR THE 2011 BONDS." The 2011 Bonds are special obligations of the Agency and are payable from and secured by a pledge of "Housing Tax Increment Revenues" and amounts in certain funds and accounts held under the Indenture. The term Housing Tax Increment Revenues is defined in the Indenture as all taxes annually allocated and paid to the Agency with respect to the Project Area pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Redevelopment Law and Section 16 of Article XVI of the Constitution of the State of California (the "California Constitution") including all payments, subventions and reimbursements (if any) to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, which are required to be deposited into the Low and Moderate Income Housing Fund of the Agency in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law. See "SECURITY FOR THE 2011 BONDS — Pledge of Housing Tax Increment Revenues" herein. The Housing Tax Increment Revenues are not subject to the pledge and lien of any indebtedness of the Agency other than the 2010 Bonds, the 2011 Bonds and any Parity Debt or Subordinate Debt that may be issued in the future in accordance with the requirements of the Indenture. See "SECURITY FOR THE 2011 BONDS — Parity Debt" herein. The 2011 Bonds are not payable from, and are not secured by, any funds of the Agency other than the Housing Tax Increment Revenues and amounts in certain funds and accounts specifically pledged therefor under the Indenture. See "SECURITY FOR THE 2011 BONDS" herein. 3 Parity Debt; Subordinate Debt The Agency may incur parity debt secured under the Indenture on a parity with the 2010 Bonds and the 2011 Bonds subject to certain specific conditions set forth in the Indenture. Such Parity Debt, if incurred, is payable from and secured by a lien and charge upon Housing Tax Increment Revenues and on amounts in the Reverse Account established under the Indenture on a parity with the lien and charge securing the 2011 Bonds. The Agency may issue or incur subordinate debt subject to certain specific conditions set forth in the Indenture. See "SECURITY FOR THE 2011 BONDS — Parity Debt" herein. Bondowners' Risks Investment in the 2011 Bonds involves risks that may not be appropriate for some investors. Prospective investors should review this Official Statement and the Appendices hereto in their entirety in considering the investment quality of the 2011 Bonds and should consider certain risk factors associated with the purchase of the 2011 Bonds, some of which have been summarized in the section herein entitled "RISK FACTORS." Continuing Disclosure The Agency has covenanted, for the benefit of Owners (as defined in the Indenture) and Beneficial Owners of the 2011 Bonds, to provide certain financial information and operating data related to the Agency by not later than eight months following the end of the Agency's Fiscal Year (the "Annual Report") and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the Agency with the Municipal Securities Rulemaking Board ("MSRB") through the Electronic Municipal Market Access system ("EMMA"). The specific nature of the information to be contained in the Annual Report and any notices of significant events are summarized below under the caption "CONTINUING DISCLOSURE." A complete copy of the Continuing Disclosure Certificate is set forth in "APPENDIX E — FORM OF CONTINUING DISCLOSURE CERTIFICATE." The covenants of the Agency in the Continuing Disclosure Certificate have been made in order to assist the underwriter of the 2011 Bonds in complying with S.E.C. Rule 15c2 -12(b)(5) (the "Rule"). The Agency has never failed to comply in all material respects with any of previous undertakings with regard to said Rule to provide annual reports or notices of significant events. Termination of Purchase Due to Proposals by Governor or Proposed Legislation If after execution by the Agency, the Authority and the Underwriter of the bond purchase agreement relating to the 2011 Bonds, the Agency shall determine in good faith (and provide written notice to the Underwriter) that legislation has been introduced or proposals made by the Governor of the State or if legislation is enacted which would impose additional materially adverse limitations or burdens on the Agency or the City of Temecula by reason of the issuance of the 2011 Bonds or which purport to prohibit the issuance of the 2011 Bonds, the Agency has the right under the bond purchase agreement to not proceed in issuing the 2011 Bonds. Tax Matters In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described herein, under existing law, interest on the 2011 Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes and (ii) is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended, but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain 4 corporations. In addition, in the opinion of Bond Counsel, interest on the 2011 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS" herein. Professionals Involved in the Offering The proceedings of the Agency in connection with the issuance of the 2011 Bonds are subject to the approval as to their legality of Quint & Thimmig LLP, San Francisco, California, Bond Counsel to the Agency. McFarlin & Anderson LLP, Lake Forest, California, is serving as Disclosure Counsel to the Agency for the 2011 Bonds. Certain legal matters will be passed upon for the Agency by Richards, Watson & Gershon, Los Angeles, California, Counsel to the Agency. Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, is acting as Underwriter's Counsel. HdL Coren & Cone, Diamond Bar, California, is acting as Fiscal Consultant to the Agency. Fieldman, Rolapp & Associates, Irvine, California, is acting as Financial Advisor to the Agency. U.S. Bank National Association, Los Angeles, California, will act as Trustee under the Indenture. Additional Information This Official Statement speaks only as of its date, and the information contained herein is subject to change without notice. Copies of documents referred to herein are available from the Agency upon written request, c/o the Redevelopment Agency of the City of Temecula, 41000 Main Street, Temecula, California 92589-9033, Attention: Agency Secretary. The Agency may impose a charge for copying, mailing and handling expenses related to any request for documents. ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth a summary of the estimated sources and uses of funds associated with the issuance and sale of the 2011 Bonds. Sources of Funds Par Amount of 2011 Bonds $ Plus: Net Original Issue Premium Less: Net Original Issue Discount Less: Underwriter's Discount ( ) Total Sources $ Uses of Funds Deposit into 2011 Reserve Sub -Account' Deposit into 2011 Housing Projects Fund $ Deposit into Costs of Issuance Fund(2) Total Uses $ (1) Equal, to the increase in the Reserve Requirement in connection with the issuance of the 2011 Bonds. (2) Includes, among other things, the fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor, the Trustee, the rating agency fee and the cost of preparation of the Preliminary and final Official Statements. 5 Redevelopment Activities The Agency has determined to use 2011 Bonds proceeds to finance certain housing activities within the City. The primary housing activities anticipated to be financed with proceeds of the 2011 Bonds include funding the Agency's contribution to the Brookhollow Apartments development. This development is estimated to commence construction during the first quarter of 2012 and, when complete, is anticipated to be an 83,275 square foot affordable housing project on approximately 3.5 acres (2 of 3 parcels are Agency owned) on Pujol Street, south of 6th Street and north of Main Street, adjacent to the Main Street Apartments. The project is planned as a multi -story building with a mix of affordable and market rent units. The Agency is considering an approximately $5,181,000 contribution (in the form of a grant) to this project through an Owner Participation Agreement with the project owner. The Agency anticipates funding its contribution upon the completion of construction and receipt of certificate of occupancy, currently estimated to occur in the second quarter of 2013. Bond proceeds may also be used in connection with the AMCAL Housing Development project on Pujol Street, north of 1st Street and south of Main Street. On February 22, 2011, the Agency Board approved an Owner Participation Agreement with AMCAL Multi -Housing, Inc. The proposed mixed income affordable housing project relates to the assemblage of two parcels of land (approximately 1.5 acres). The project is proposed as an approximately 46,765 square foot affordable housing development. The Agency is considering an approximately $5,579,000 contribution (in the form of a grant) to supplement the private financing for the project through an Owner Participation Agreement with the project owner. The Agency anticipates funding its contribution upon the completion of construction and receipt of certificate of occupancy, currently estimated to occur in the first quarter of 2013. The Agency has had discussions with other developers and property owners regarding building affordable housing projects in the City but has not concluded any agreements due to limited available funding. Once bond proceeds are available, the Agency will be able to move forward in its discussions with these and other potential projects. The Agency anticipates using bond proceeds for housing purposes eligible to be financed under the Redevelopment Law. 6 DEBT SERVICE SCHEDULE The following table represents the scheduled annual debt service for the 2011 Bonds, assuming no redemption of the 2011 Bonds other than mandatory sinking account redemption. Period Ending Bond Bond Total Annual (August 1) Principal Interest Debt Service 2011 $ $ 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 Total $ $ $ 7 THE 2011 BONDS General Provisions The 2011 Bonds will be issued and sold in the initial aggregate principal amount of $ . The 2011 Bonds will be delivered in registered form, without coupons, in authorized denominations of $5,000 or any integral multiples thereof. Interest on the 2011 Bonds is payable semi- annually on February 1 and August 1 of each year (each an "Interest Payment Date"), commencing August 1, 2011, to the registered Owner thereof as of the close of business on the fifteenth calendar day of the month preceding such Interest Payment Date (each a "Record Date," as applicable), whether or not such fifteenth calendar day is a Business Day. Principal of the 2011 Bonds will be payable on August 1 in each of the years and in the principal amounts shown on the inside cover page hereof. Interest on the 2011 Bonds is payable by check of the Trustee mailed by first-class mail, postage prepaid, on each Interest Payment Date to the Owners of the 2011 Bonds at their respective addresses shown on the Registration Books (as defined in the Indenture) kept by the Trustee as of the applicable Record Date; provided, however, that payment of interest to each registered Owner of $1,000,000 or more aggregate principal amount of the 2011 Bonds may be made by wire transfer to an account in the United States of America as specified by such Owner in a written request filed with the Trustee prior to the applicable Record Date. Principal of and premium, if any, on the 2011 Bonds is payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof at the corporate trust office of the Trustee designated pursuant to the Indenture. The 2011 Bonds will be dated their date of issuance and will bear interest (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) from the Interest Payment Date next preceding the date of authentication thereof, unless (i) a 2011 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event such 2011 Bond will bear interest from such Interest Payment Date, (ii) a 2011 Bond is authenticated on or before the Record Date preceding the first Interest Payment Date, in which event interest thereon shall be payable from the date of issuance of the 2011 Bonds, or (iii) interest on any 2011 Bond is in default as of the date of authentication thereof, in which event such interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Any interest not paid when due or duly provided for on any Interest Payment Date shall be paid to the person in whose name the 2011 Bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee. The Trustee shall give notice of such special record date to the Owner not less than 10 days prior thereto. Redemption* The 2011 Bonds are subject to redemption upon the circumstances, on the dates and at the prices as follows: Optional Redemption. The 2011 Bonds maturing on or after August 1, 20, are subject to redemption in whole, or in part among such maturities as shall be determined by the Agency, and in any case by lot within a maturity, at the option of the Agency, on any date on or after August 1, 20, from any available source of funds, at a redemption price equal to the principal amount of the 2011 Bonds to be redeemed, together with accrued interest thereon to the redemption date, plus a redemption premium (expressed as a percentage of the principal amount of the 2011 Bonds to be redeemed) as set forth in the following table: *Preliminary, subject to change. 8 Redemption Period August 1, through July 31, August 1, through July 31, August 1, _ and any date thereafter Redemption Premium Mandatory Sinking Account Redemption of 2011 Bonds. The 2011 Bonds maturing on August 1, 20, and August 1, 2039, are also subject to redemption in part by lot, on August 1, 20, and August 1, 20 , respectively, and on August 1 in each year thereafter as set forth in the following tables, from Sinking Account payments made by the Agency pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest thereon to the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the Indenture, in the aggregate respective principal amounts and on the dates as set forth in the following tables; provided, however, that if some but not all of such 2011 Bonds have been redeemed pursuant to the optional redemption provisions of the Indenture, the total amount of all future Sinking Account payments pursuant to the Indenture shall be reduced by the aggregate principal amount of such 2011 Bonds so redeemed, to be allocated among such Sinking Account payments in integral multiples of $5,000 as determined by the Agency (notice of which determination shall be given by the Agency to the Trustee). Term Bonds Maturing on August 1, 20 Sinking Account Principal Amount Redemption Date To Be Redeemed or (August 1) Purchased 20 20 20 20 20 (maturity) $ Term Bonds Maturing on August 1, 2039 Sinking Account Principal Amount Redemption Date To Be Redeemed or (August 1) Purchased 20 20 20 20 20 20 20 20 2039 (maturity) $ In lieu of redemption of the 2011 Bonds pursuant to the preceding paragraph, amounts on deposit in the Special Fund (to the extent not required to be transferred to the Trustee pursuant to the Indenture, or the trustee for any Parity Debt pursuant to any Parity Debt Instrument, to pay principal (including any sinking payments) and interest due on the 2011 Bonds during the then current Bond Year) may also be 9 used and withdrawn by the Agency at any time prior to the selection of 2011 Bonds for redemption for the purchase of such 2011 Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Agency may in its discretion determine. The par amount of any of such 2011 Bonds so purchased by the Agency and surrendered to the Trustee for cancellation at least sixty (60) days prior to any scheduled redemption date shall be credited towards and shall reduce the par amount of 2011 Bonds required to be redeemed pursuant to the Indenture on such date. Notice of Redemption. The Trustee, on behalf and at the expense of the Agency, shall mail (by first-class mail, postage prepaid) notice of any redemption at least thirty (30) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any 2011 Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories (as defined in the Indenture) and to one or more Information Services (as defined in the Indenture); provided, however, that such mailing shall not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect in any notice given shall affect the validity of the proceedings for the redemption of such 2011 Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall designate the CUSIP® numbers and series of the 2011 Bond