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022211 CC Agenda
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title 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. 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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. 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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. 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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 Bonds to be redeemed, and shall require that such 2011 Bonds be then surrendered at the office of the Trustee for redemption at the said redemption price, giving notice also that further interest on the 2011 Bonds to be redeemed will not accrue from and after the date fixed for redemption. Notwithstanding the foregoing, in the case of any optional redemption of the 2011 Bonds under the Indenture, the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the 2011 Bonds on the anticipated redemption date, and that the optional redemption shall not occur if by no later than the scheduled redemption date sufficient moneys to redeem the 2011 Bonds have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the 2011 Bonds to be optionally redeemed, the Trustee shall send written notice to the Owners of the 2011 Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated and the 2011 Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of the Indenture. Manner of Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the 2011 Bonds, unless otherwise provided in the Indenture, the Agency in its discretion shall determine the maturities to be redeemed by written notice to the Trustee, and the Trustee shall select the 2011 Bonds within a maturity to be redeemed by lot in any manner which the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all 2011 Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate 2011 Bonds which may be separately redeemed. Notwithstanding the foregoing, if for any reason the Agency fails to provide the Trustee with direction as to the maturities to be redeemed, the Trustee shall select the 2011 Bonds to be redeemed pro rata among maturities. Partial Redemption of 2011 Bonds. In the event only a portion of any 2011 Bond is called for redemption, then upon surrender thereof the Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new 2011 Bond or 2011 Bonds of the same series, interest rate and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2011 Bond to be redeemed. Effect of Redemption. From and after the date fixed for redemption, if funds available for payment of the redemption price of and interest on the 2011 Bonds so called for redemption shall have been duly deposited with the Trustee, such 2011 Bonds so called shall cease to be entitled to any benefit 10 under the Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice. Book -Entry and DTC The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the 2011 Bonds. The 2011 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of each series of the 2011 Bonds, each in the aggregate principal amount of such maturity of such series, and will be deposited with DTC. See "APPENDIX G — BOOK -ENTRY SYSTEM." So long as Cede & Co. is the registered Owner of the 2011 Bonds, references in this Official Statement to the holders, owners, Owners, registered Owners, Bondowners or Bondholders of the 2011 Bonds shall mean Cede & Co. and shall not mean the Beneficial Owners of the 2011 Bonds. Discontinuance of DTC Services In the event that (a) DTC determines not to continue to act as securities depository for the 2011 Bonds, or (b) the Agency determines that DTC shall no longer act as securities depository, and delivers a written certificate to the Trustee to that effect, then the Agency will discontinue the Book -Entry System with DTC for the 2011 Bonds. If the Agency determines to replace DTC with another qualified securities depository, the Agency will prepare or direct the preparation of a new single, separate, fully -registered Bond for each maturity of each series of the 2011 Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms of the Indenture. If the Agency fails to identify another qualified securities depository to replace the incumbent securities depository for the 2011 Bonds, then such 2011 Bonds shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the applicable 2011 Bonds shall designate. In the event that the Book -Entry System is discontinued, the following provisions would also apply: (i) the 2011 Bonds will be made available in physical form, (ii) principal of, and redemption premiums, if any, on the 2011 Bonds will be payable upon surrender thereof at the trust office of the Trustee identified in the Indenture, and (iii) the 2011 Bonds will be transferable and exchangeable as provided in the Indenture. TAX ALLOCATION FINANCING General Tax Allocations. The Redevelopment Law provides a means for financing redevelopment projects based upon an allocation of taxes collected within a project area. The taxable valuation of a project area last equalized prior to adoption of the redevelopment plan, or base roll, is established in the base year. Thereafter, except for any period during which the taxable valuation drops below the base year level, the taxing bodies receive the taxes produced by the levy of the then -current tax rate upon the base roll. Taxes collected upon any increase in taxable valuation over the base roll (with the exception of taxes derived from increases in the tax rate imposed by taxing agencies to support new bonded indebtedness) are allocated to the redevelopment agency and may be pledged to the repayment of any indebtedness incurred in financing or refinancing redevelopment. Redevelopment agencies themselves have no 11 authority to levy property taxes and must look exclusively to such allocation of taxes. Currently, such taxes are collected by the county and paid to the affected entities. Allocation of Taxes As provided in the Redevelopment Plan and pursuant to Article 6 of Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of the California Constitution, taxes levied upon taxable property in the project area each year by or for the benefit of the State, cities, counties, districts or other public corporations (collectively, the "Taxing Agencies"), for fiscal years beginning after the effective date of the respective redevelopment plan, will be divided as follows: (1) To Taxing Agencies: The portion equal to the amount of those taxes which would have been produced by the current tax rate, applied to the taxable valuation of such property in the redevelopment project area as last equalized prior to the establishment of the redevelopment project, or base roll, is paid into the funds of those respective taxing agencies as taxes by or for said taxing agencies; and (2) To Redevelopment Agencies: The portion of said levied taxes each year in excess of the amount referred to in (1) above is allocated to, and when collected, is paid into the special fund of the redevelopment agency; provided that the portion of the taxes identified in (1) above which are attributable to a tax rate levied by a taxing agency to pay indebtedness approved by the voters of that taxing agency on or after January 1, 1989, shall be allocated to, and when collected shall be paid into, the fund of such taxing agency. Such excess is referred to as "Tax Increment Revenues." Housing Tax Increment Amounts. The Redevelopment Law requires generally that, unless a specified finding is made, redevelopment agencies must set aside 20% of all tax increment revenues (as described above) derived from redevelopment project areas into a low and moderate income housing fund (the "Low and Moderate Income Housing Fund"), to be used for the purpose of increasing, improving and/or preserving the supply of low and moderate income housing. Sections 33334.2 and 33334.6 of the Redevelopment Law dictate the low and moderate income housing set aside requirement for the redevelopment project. The Agency has covenanted in the Indenture that the Agency shall not make any findings with the purpose or effect of reducing the percentage of taxes below 20% of all tax increment revenues. See "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Low and Moderate Income Housing" herein. The pledge of Housing Tax Increment Revenues under the Indenture is a pledge of the Housing Tax Increment Revenues arising from the Redevelopment Plan that are required to be deposited by the Agency to its Low and Moderate Income Housing Fund. SECURITY FOR THE 2011 BONDS Pledge of Housing Tax Increment Revenues Pursuant to the Indenture, all right, title and interest of the Agency in Housing Tax Increment Revenues paid to the Agency under the California Constitution, the Redevelopment Law and other applicable laws, are pledged to secure the payment of principal of and interest on the 2011 Bonds. The Indenture defines the term "Housing Tax Increment Revenues" to mean 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 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 12 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 — Parity Debt" herein for a discussion of the 2010 Bonds and future obligations of the Agency which will also be payable from Housing Tax Increment Revenues. See also "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Redevelopment Plan Limitations" herein for certain other constraints on the availability of Housing Tax Increment Revenues to pay debt service on the 2011 Bonds. The Agency has no independent power to levy and collect property taxes, and any property tax limitation, legislative measure, voter initiative or provision of additional sources of income to taxing agencies having the effect of reducing the property tax rate or collections, could reduce the amount of Housing Tax Increment Revenues that would otherwise be available to pay the principal of, and interest on, the 2011 Bonds. Likewise, broadened property tax exemptions could have a similar effect. See "RISK FACTORS" herein. Limited Obligations THE PRINCIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE 2011 BONDS ARE PAYABLE SOLELY FROM HOUSING TAX INCREMENT REVENUES AND FROM AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS PLEDGED THEREFOR UNDER AND PURSUANT TO THE INDENTURE. THE 2011 BONDS ARE NOT A DEBT OF THE CITY, OR THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE (OTHER THAN THE AGENCY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE); AND NEITHER THE CITY NOR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY) IS LIABLE THEREFOR. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSON RESPONSIBLE FOR THE EXECUTION OF THE 2011 BONDS IS LIABLE PERSONALLY FOR THE 2011 BONDS BY REASON OF THE ISSUANCE THEREOF. Application of Housing Tax Increment Revenues Under the Indenture there is established a special fund known as the "Special Fund," which is held by the Agency. The Agency is required under the Indenture to transfer all of the Housing Tax Increment Revenues received with respect to any Bond Year (August 2 in any year to the next succeeding August 1) to the Special Fund created thereunder promptly upon receipt thereof by the Agency; provided, that the Agency will not be obligated to deposit in such Special Fund with respect to any Bond Year an amount of Housing Tax Increment Revenues which, together with other available amounts then in such Special Fund, exceeds the amounts required to be transferred under the Indenture to the Trustee for deposit in the Interest Account, Principal Account, Sinking Account, Reserve Account and the Redemption Account established under the Indenture with respect to such Bond Year as described below. After the amount on deposit in the Special Fund established under the Indenture equals the aggregate amount required to be deposited into the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account established under the Indenture in such Bond Year as described below, all additional Housing Tax Increment Revenues received during such Bond Year will be released from the pledge and lien of the Indenture and may be used for any lawful purpose of the Agency. Prior to the payment in full of principal of and interest and redemption premium (if any) on the 2011 Bonds and the payment in full of all other amounts payable under the Indenture and under any resolution, indenture of trust, trust agreement or other instrument authorizing the issuance and/or execution and delivery of any Parity Debt (collectively, a "Parity Debt Instrument"), the Agency will not have any beneficial right or interest in the moneys on deposit in the Special Fund, except only as provided in the Indenture and in any Parity Debt Instrument, and such moneys will be used and applied as set forth in the Indenture and in any Parity Debt Instrument. 13 Under the Indenture there is established a trust fund known as the "Debt Service Fund," which is held by the Trustee in trust. Moneys in the Special Fund are required to be transferred by the Agency to the Trustee in the following amounts, at the following times, for deposit by the Trustee in the following accounts within the Debt Service Fund, which are held by the Trustee, and in the following order of priority: Interest Account. Three Business Days before each date on which interest on the Bonds becomes due and payable, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Interest Account an amount which, when added to the amount then on deposit in the Interest Account, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such date. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it becomes due and payable. Principal Account; Sinking Account. Three Business Days before each date on which principal of the Bonds becomes due and payable at maturity or date on which any Outstanding Term Bonds become subject to mandatory Sinking Account redemption, the Agency shall withdraw from the Special Fund and transfer to the Trustee for deposit (i) in the Principal Account an amount which, when added to the amount then on deposit in the Principal Account, will be equal to the amount of the principal coming due and payable on such date on the Outstanding Bonds; and (ii) in the Sinking Account an amount which, when added to the amount then contained in the Sinking Account, will be equal to the aggregate principal amount of the Term Bonds subject to mandatory Sinking Account redemption on such date. In the event that the amount then in the Special Fund, following the transfer described in the preceding sentence, is not sufficient to fully fund the amounts described in the preceding clauses (i) and (ii), the Trustee shall deposit the available funds in the Special Fund pro rata to the Principal Account and the Sinking Account, based on the aggregate principal and Sinking Account payments then due on the Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds upon the maturity thereof. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of paying the principal of the Term Bonds as it shall become due and payable upon the mandatory Sinking Account redemption thereof. Reserve Account. In the event that the aggregate amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee (to the extent known to it) shall promptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency shall transfer to the Trustee from the Special Fund to the Reserve Account an amount sufficient to maintain an aggregate amount equal to the Reserve Requirement on deposit in the Reserve Account. Amounts in the Reserve Account shall be used and withdrawn by the Trustee for the purpose of making transfers to (i) the Interest Account, and (ii) the Principal Account and the Sinking Account, in such order of priority (pro rata to the Principal Account and the Sinking Account, based upon the principal and sinking account payments then due, if the amount then in the Reserve Account, after satisfying any deficiency in the Interest Account, is not sufficient to fully satisfy any then deficiencies in the Principal Account and the Sinking Account), on any date on which the principal of or interest on the Bonds becomes due and payable under the Indenture, in the event of any deficiency at any time in any of such accounts, or at any time for the retirement of all the Bonds then Outstanding. If, as of any Interest Payment Date, no Event of Default shall have occurred and then be continuing and the aggregate amount on deposit in the Reserve Account is in excess of the then Reserve Requirement, the Trustee shall withdraw the excess amount and, unless otherwise directed in a Request of the Agency, transfer the Build 14 America Bond Reserve Percentage (defined in the Indenture to be that percentage of the total amount deposited to the Reserve Account from the proceeds of Bonds that is derived from the proceeds of 2010 Series B Bonds) of the amount withdraw to the 2010 Series B Bonds Housing Projects Account to be used for the purposes of such account, and the remaining excess amount withdrawn to the Interest Account to be used for the purposes of such account. The Agency reserves the right at any time to release any funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause (a) interest on the Tax -Exempt Bonds (as defined in the Indenture) to become includable in gross income for purposes of federal income taxation or (b) the 2010 Series B Bonds to no longer qualify as "build America bonds" under Section 54AA of the Tax Code. Upon tender of such items to the Trustee and upon delivery by the Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall, unless otherwise directed in a Request of the Agency, transfer the Build America Bond Reserve Percentage of such funds to the 2010 Series B Bonds Housing Projects Account, and the remainder of such funds to the Agency free and clear of the lien of the Indenture. "Qualified Reserve Account Credit Instrument" is defined in the Indenture to mean an irrevocable standby or direct -pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, provided that all of the following requirements are met at the time any such instrument is delivered to the Trustee: (a) the long-term credit rating or claims paying ability of such bank or insurance company is in the highest rating category by S&P or Moody's; (b) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to the Indenture; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account, the Principal Account or the Sinking Account for the purpose of making payments required pursuant to the Indenture. Redemption Account. Three Business Days before each date on which the Bonds are subject to redemption, other than mandatory Sinking Account redemption of Term Bonds, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Redemption Account an amount required to pay the principal of and premium, if any, on the Bonds to be so redeemed on such date taking into account any funds then on deposit in the Redemption Account available for such purpose. All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds upon the redemption thereof, on the date set for such redemption, other than mandatory Sinking Account redemption of Term Bonds. Reserve Account Pursuant to the Indenture, a Reserve Account (the "Reserve Account") has been established and is to be held by the Trustee in trust for the benefit of the Agency and the registered Owners of the Bonds. The term "Reserve Requirement" means, as of the date of any calculation by the Agency, the least of (a) Maximum Annual Debt Service, (b) one hundred twenty-five percent (125%) of average Annual Debt Service, or (c) ten percent (10%) of the initial principal amount of the Bonds. In the event that the Reserve Requirement shall at any time be maintained in the Reserve Account in the form of a combination of cash and a Qualified Reserve Account Credit Instrument, the Trustee shall 15 apply the amount of such cash to make any payment required to be made from the Reserve Account before the Trustee shall draw any moneys under the Qualified Reserve Account Credit Instrument for such purpose. In the event that the Trustee shall at any time draw funds under the Qualified Reserve Account Credit Instrument to make any payment then required to be made from the Reserve Account, the Housing Tax Increment Revenues thereafter received by the Trustee, to the extent remaining after making the other deposits (if any) then required to be made to the Interest Account, Principal Account and Sinking Account pursuant to the Special Fund provisions of the Indenture, shall be used to reinstate the Qualified Reserve Account Credit Instrument. If there is more than one Qualified Reserve Account Credit Instrument held in the Reserve Account, any draw or reinstatement shall be made upon them pro rata. Subaccounts may be established in the Reserve Account for the purpose of holding the proceeds of separate issues of Parity Debt in conformity with applicable provisions of the Tax Code. County Payment of Tax Increment The County currently pays to the Agency property tax payments at 100% of the Agency's share of levied amounts, subject to any tax sharing agreements. Consequently, delinquent property taxes do not currently impact the Agency's tax increment revenues. The Riverside County Auditor -Controller remits tax increment revenues to the Agency in periodic payments each fiscal year. However, the foregoing payment description is an administrative practice of the County that could be subject to change. While the current administrative practice continues in existence and is carried out as described above, the County's administrative practice may help protect the Owners of the 2011 Bonds from the risk of delinquencies in ad valorem taxes. Parity Debt Pursuant to the Indenture, in addition to the 2011 Bonds, the Agency may issue or incur Parity Debt payable from Housing Tax Increment Revenues on a parity with the 2011 Bonds in such principal amount as will be determined by the Agency. The Agency may issue or incur any such Parity Debt subject to the following specific conditions: (a) No Event of Default, as defined in the Indenture, shall have occurred and be continuing, and the Agency shall otherwise be in compliance with all covenants set forth in the Indenture. (b) Subject to paragraph (d) below, the Housing Tax Increment Revenues for the then current Fiscal Year (based on the assessed valuation of property in the Project Area as evidenced in a written document from an appropriate official of the County) plus, at the option of the Agency, the Additional Allowance, shall be at least equal to one hundred fifty percent (150%) of the Maximum Annual Debt Service on the Bonds and such new Parity Debt. (c) Subject to paragraph (d) below, the issuance of such Parity Debt shall not cause the Agency to exceed any applicable Plan Limitations (as defined in the Indenture). Without limiting the generality of the foregoing, the Agency shall not issue or execute and deliver any Parity Debt in the event and to the extent that either (i) the sum of the aggregate amount of debt service on all outstanding obligations of the Agency payable from Housing Tax Increment Revenues, including such Parity Debt, exceeds the aggregate amount of Housing Tax Increment Revenues which are eligible to be allocated and paid to the Agency while such obligations remain outstanding or (ii) the aggregate principal amount of all outstanding obligations of the Agency, including such Parity Debt, exceeds any applicable limit in the Redevelopment Plan on the aggregate principal 16 amount of indebtedness payable from Housing Tax Increment Revenues which the Agency is permitted to have outstanding at any one time. (d) In computing the Maximum Annual Debt Service on the Bonds and the Parity Debt, for purposes of paragraph (b) above, and the debt service for purposes of paragraph (c) above, if interest on any Bonds or the Parity Debt is payable at a variable rate or is otherwise incapable of determination, (A) if the Agency has entered into a variable to fixed swap arrangement with respect to such Bonds or Parity Debt the term of which extends for the term of such Bonds or Parity Debt and payments by the counterparty on the swap arrangement are guaranteed or insured by an entity whose unsecured debt obligations are rated in the highest rating category by Moody's or S&P, the maximum annual debt service due by the Agency under the swap arrangement shall be used rather than the maximum annual debt service on such Bonds or Parity Debt, or (B) the Bonds or Parity Debt shall be assumed to bear interest at a fixed rate equal to the average of the daily interest rate on such Bonds during the three-year period preceding the first day of the month in which the determination is made (and, if such Bonds or Parity Debt have not been outstanding for the entire three-year period, for the portion of such time period such Bonds or Parity Debt were not outstanding, the interest rate on a debt instrument of similar credit quality and maturity as determined by an Independent Redevelopment Consultant (as defined in the Indenture)). (e) The related Parity Debt Instrument shall provide that: (i) Interest on such Parity Debt shall be payable on February 1 and August 1 in each year in which interest is payable on such Parity Debt except the first twelve-month period, during which interest may be payable on any February 1 or August 1 and provided that (A) there shall be no requirement that such Parity Debt pay interest on a current basis and (B) the interest rate on all Parity Debt shall be fixed for the term of the Parity Debt; (ii) The principal of such Parity Debt shall be payable on August 1 in any year in which principal is payable; and (iii) Money (and/or a Qualified Reserve Account Credit Instrument) shall be deposited in the Reserve Account in an amount such that the amount in the Reserve Account is equal to the Reserve Requirement to be in effect immediately following the issuance of the Parity Debt. (f) The related Parity Debt Instrument shall designate, if applicable, that the Parity Debt or any series thereof authorized thereby are Tax -Exempt Bonds or are Build America Bonds (as defined in the Indenture). (g) The Agency shall deliver to the Trustee a Certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a), (b), (c), (e) and, if applicable (f) above have been satisfied. "Additional Allowance" is defined under the Indenture, as of the date of calculation, the sum of the following: (a) the amount of Housing Tax Increment Revenues which, as shown in the report of an Independent Redevelopment Consultant, are estimated to be receivable by the Agency in the next succeeding Fiscal Year as a result of increases in the assessed valuation of taxable property in the Project Area due to construction which has been completed but has not yet been reflected on the tax roll; and (b) the amount of Housing Tax Increment Revenues which, as shown in the report of an Independent Redevelopment Consultant, are estimated to be receivable by the Agency in the next succeeding Fiscal 17 Year as a result of increases in the assessed valuation of taxable property in the Project Area due to inflation at an assumed annual inflation rate equal to the lesser of (i) the annual rate of inflation for the preceding twelve-month period for which figures are available or (ii) two percent (2%), but only if the rate of inflation had increased by at least two percent (2%) in each of the preceding three Fiscal Years. For purposes of such definition, the term "increases in the assessed valuation" means the amount by which the assessed valuation of taxable property in the Project Area in the next succeeding Fiscal Year is estimated to exceed the assessed valuation of taxable property in the Project Area (as reported by the County Auditor -Controller) in the Fiscal Year in which such calculation is made. Under the Indenture, the Agency may issue or incur Refunding Debt in such principal amount as shall be determined by the Agency so long as the conditions set forth in subsections (a), (c), (e) and, if applicable, (f) above are met, and the Agency delivers to the Trustee a Certificate of the Agency certifying that such conditions precedent to the issuance of such Refunding Debt set forth in subsections (a), (c), (e) and, if applicable, (f) above have been met and such Refunding Debt is otherwise in accordance with the definition of Refunding Debt. "Refunding Debt" is defined in the Indenture to mean any loan, bond, note, advance or indebtedness the proceeds thereof are used to refund all or a portion of the 2011 Bonds or any Parity Debt (and to pay costs of issuance of and fund a reserve subaccount, account or fund for such Refunding Debt), and the debt service due on such Refunding Debt in any Bond Year in which the Refunding Debt is Outstanding is not greater than the debt service due in such Bond Year on the portion of the 2011 Bonds or the Parity Debt, as applicable, refunded with the proceeds of such Refunding Debt. RISK FACTORS The following information should be considered by prospective investors in evaluating the 2011 Bonds. However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the 2011 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. 2011 Bonds Are Limited Obligations and Not General Obligations The 2011 Bonds and the interest thereon are limited obligations of the Agency and do not constitute a general obligation of the Agency. See "SECURITY FOR THE 2011 BONDS" herein. No Owner of the 2011 Bonds may compel exercise of the taxing power of the State or any of its political subdivisions or agencies to pay the principal of or premium, if any, or interest due on the 2011 Bonds. Housing Tax Increment Revenues The Housing Tax Increment Revenues allocated to the Agency, which constitute the primary security for the 2011 Bonds, are determined by the incremental assessed value of taxable property in the Project Area, the current rate or rates at which property in the Project Area is taxed and (in the absence of the County's administrative practice described under the heading "SECURITY FOR THE 2011 BONDS — County Payment of Tax Increment") the percentage of taxes collected in the Project Area. Several types of events which are beyond the control of the Agency could occur and cause a reduction in available Housing Tax Increment Revenues. A reduction of taxable assessed values of property in the Project Area caused by economic or other factors beyond the Agency's control could occur (such as successful appeals by the property owner for a reduction in a property's assessed value, deflation or a reduction of the general inflationary rate, a reduction in transfers of property, construction activity or other events that permit reassessment of property at lower values, relocation out of the Project Area by one or more major property owners or the destruction of property caused by natural or other disasters). Some of the foregoing has occurred in recent years, thereby causing a reduction in Housing Tax 18 Increment Revenues. A further reduction in Housing Tax Increment Revenues of this nature could have an adverse impact on the Agency's ability to make timely payment of principal of and interest on the 2011 Bonds. As described in greater detail under "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Property Tax Rate Limitations — Article XIIIA," Article XIIIA of the California Constitution provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, absent a change in ownership, not to exceed a two percent (2%) increase for any given year; or may be reduced to reflect a reduction in the consumer price index or deflation, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such adjustment is computed on a calendar year basis. For Fiscal Year 2010-11, the State Board of Equalization indicated that the California Consumer Price Index had a negative inflation factor, or deflation, of -0.237% and for Fiscal Year 2011-12, the State Board of Equalization indicated that the California Consumer price index had a positive inflation factor of 0.753%. In the case of a negative inflation factor or deflation, any resulting reduction in the full cash value of the property in the Project Area over the term of the 2011 Bonds could reduce Housing Tax Increment Revenues securing the 2011 Bonds. See "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Property Tax Rate Limitations — Article XIIIA." Historically, some property owners within the Project Area have appealed for reductions in the assessed value of their properties. Reductions in the assessed value of the secured property in the Project Area in recent years, as shown in the summaries of historical assessed valuation set forth herein (see "THE REDEVELOPMENT PLAN — Appeals of Assessed Values" and " — Assessed Valuation"), can be attributed in part to such appeals and reductions in property values generally. In addition, in the past the County Assessor has, from time to time, reduced the assessed values of residential parcels throughout the County due to reductions in the market values to levels below their enrolled assessed values ("Proposition 8 Reductions"). The County performed such County -wide reductions in Fiscal Years 2007-08, 2008-09 and 2009-10. The County did not perform such County -wide reductions in Fiscal Year 2010-11. Properties that had their values reduced due to market value declines under Proposition 8 are reassessed each year by the Assessor and the values are adjusted to the lesser of the current year market value or the inflation adjusted base value for that property. Properties that are sold have a new base value established by the sales price and are no longer subject to this annual revaluation. This annual reassessment may result in value increases or further decrease in value. The County Assessor may also reduce values of commercial, retail, industrial or other non-residential properties. No assurance can be given that there will not be additional property owner assessment appeals for parcels in the Project Area or additional actions by the County Assessor to reduce assessed values of parcels in the Project Area. Reductions in taxable values in the Project Area resulting from successful appeals by property owners and Proposition 8 Reductions will reduce the amount of tax increment revenues available to pay the principal of and interest on the 2011 Bonds. In its projection of tax increment revenues, the Fiscal Consultant has assumed that the pending appeals filed by property owners will be resolved at historical rates. See "THE REDEVELOPMENT PLAN — Assessed Valuation" and " — Appeals of Assessed Values" and "APPENDIX B — FISCAL CONSULTANT'S REPORT" herein. In addition to the other existing limitations on Housing Tax Increment Revenues described below under "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES," the California electorate or Legislature could adopt a constitutional or legislative property tax decrease with the effect of reducing Housing Tax Increment Revenues payable to the Agency. There is no assurance that the California electorate or Legislature will not at some future time approve additional limitations that could reduce the Housing Tax Increment Revenues and adversely affect the security of the 2011 Bonds. 19 The Agency has no power to levy and collect property taxes. The County currently administers its property tax collection/disbursement system such that the Agency gets 100% of what is due as of the beginning of the fiscal year. However, any substantial delinquencies in the payment of property taxes by property owners in the Project Area could have an adverse effect on the Agency's ability to make timely debt service payments on the 2011 Bonds if the County were to terminate the administrative procedure of paying the Agency property tax payments at 100% of the Agency's share of levied amounts, subject to any tax sharing agreements. Housing Tax Increment Revenues allocated to the Agency are distributed throughout the year in installments, with the first installment distributed in November and the last installment distributed in August of the succeeding fiscal year. See "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Property Tax Collection Procedure" herein. Estimated Housing Tax Increment Revenues The Fiscal Consultant has projected the assessed value of the property in the Project Area based on 0.753% growth in Fiscal Year 2011-12, 1% growth in Fiscal Year 2012-13 and 2% growth in Fiscal Year 2013-14 and thereafter. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2%, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2%. Since Article XIIIA was approved, the annual adjustment for inflation has fallen below the 2% limitation six times: 1% in Fiscal Year 1983-84; 1.19% in Fiscal Year 1995-96; 1.11% in Fiscal Year 1996-97; 1.85% in Fiscal Year 1999-00; 1.867% in Fiscal Year 2004-05 and -0.237% in Fiscal Year 2009-10. Fiscal Year 2009-10 was the first time since Article XIIIA was approved that the State Board of Equalization announced that there was deflation (negative inflation). The consumer price index data for October 2009 through October 2010 indicates that the inflation adjustment for Fiscal Year 2011-12 will be 0.753%. The Agency is unable to predict if any increase in or reduction of the full cash value of real property within the Project Area will be realized in the future. If the assessed value of real property in the Project Area does not increase beginning in Fiscal Year 2012-13, the Agency's receipt of future tax increment revenues and, correspondingly, Housing Tax Increment Revenues may be adversely affected. See "COVERAGE ANALYSIS" herein. No representations are being made as to the future Housing Tax Increment Revenues or as to whether the estimated Housing Tax Increment Revenues, as shown under the heading "COVERAGE ANALYSIS," will be realized. Educational Revenue Augmentation Fund; State Budget Uncertainties The State budget for Fiscal Year 1993-94 transferred $2.6 billion to school districts from cities, counties and other local governments, including redevelopment agencies. As part of the budget's transfer of moneys to school districts, the State Legislature required redevelopment agencies to transfer approximately $65 million to the Educational Revenue Augmentation Fund ("ERAF") in both Fiscal Years 1993-94 and 1994-95. From 1994 through 2001-02, state budgets were adopted with no additional shifting of tax increment increases from redevelopment agencies. Commencing in 2002, legislation has been enacted requiring statewide shift of $75 million for Fiscal Year 2002-03, $135 million for Fiscal Year 2003-04, $250 million for Fiscal Year 2004-05 and $250 million for Fiscal Year 2005-06. The amount of such transfers by the Agency was $253,618 with respect to Fiscal Year 2002-03, $445,334 with respect to Fiscal Year 2003-04, $769,553 with respect to Fiscal Year 2004-05 and $745,277 with respect to Fiscal Year 2005-06. There was no shift required for Fiscal Year 2006-07 or Fiscal Year 2007- 08. For Fiscal Year 2008-09, legislation was enacted requiring a statewide shift of $350 million. For Fiscal Year 2008-09, the amount of such transfers by the Agency was to have been approximately $895,684. However, the California Redevelopment Association (the "CRA"), the Executive Director of the CRA, the Madera Redevelopment Agency and the Moreno Valley Redevelopment Agency filed a lawsuit in the Sacramento Superior Court challenging the constitutionality of the statutory provisions 20 requiring the $350 million shift of tax increment revenues from redevelopment agencies to ERAF. On April 30, 2009, the court ruled that the requirement that these funds be taken from redevelopment agency revenues and paid into county ERAF accounts was unconstitutional in that this use of redevelopment tax increment revenues conflicts with and violates the Redevelopment Law requiring that tax increment revenues be used to finance redevelopment activities. The ruling eliminated the requirement to make the 2008-09 ERAF payment described above. On September 23, 2009, the State filed an Abandonment of Appeal, abandoning its appeal of the decision of the Superior Court. For Fiscal Year 2009-10, legislation was enacted which requires a $1.7 billion statewide transfer from redevelopment agencies to their respective County Supplemental Educational Revenue Augmentation Fund ("SERAF"), plus another $350 million aggregate transfer in 2010-11. A SERAF transfer is similar to the prior statewide transfers, except that there is an additional requirement for the SERAF (in response, in part, to the litigation described above) that moneys in the SERAFs must be used by school districts and county offices of education to serve pupils living in redevelopment areas or in housing supported by redevelopment agency funds. The Agency's Fiscal Year 2009-10 SERAF payment was $4,350,471 and was paid by May 10, 2010. The Agency's Fiscal Year 2010-11 SERAF payment is estimated by the Agency to be $896,504 and is due by May 10, 2011. The Agency fully expects to fund the entire amount of its Fiscal Year 2010-11 SERAF payment by the May 10, 2011, deadline. Pending resolution of the litigation described below, the Agency borrowed the Fiscal Year 2009-10 SERAF payment from the Low and Moderate Income Housing Fund and anticipates borrowing the Fiscal Year 2010-11 SERAF payment from funds currently on deposit in the Low and Moderate Income Housing Fund. The Agency has covenanted in the Indenture to maintain sufficient funds from Housing Tax Increment Revenues received by it in Fiscal Year 2010-11 not needed to pay debt service on the 2010 Bonds and the 2011 Bonds to make any required payment due for Fiscal Year 2010-11 to the SERAF until such time as such payments are made by the Agency or a court of competent jurisdiction finds, in a final non -appealable judgment, that the Agency is not required to make such payments. The Agency is required to repay the money borrowed from the Agency's Low and Moderate Income Housing Fund for the Fiscal Year 2009-10 SERAF payment by June 30, 2015 and for the Fiscal Year 2010-11 SERAF payment by June 30, 2016. The Agency believes it will have sufficient funds to repay such moneys on or prior to such dates. Potential sources of funds the Agency may use to pay the Fiscal Year 2010-11 SERAF payment include Fiscal Year 2010-11 Tax Increment Revenues and available moneys on deposit in Agency funds, including the Low and Moderate Income Housing Fund. Additionally, the Agency could, in the future, access the bond market to fund the current or any future tax shifts. Similar to prior legislation, the 2009 SERAF legislation expressly provides that the obligation of any redevelopment agency to make the SERAF payments for Fiscal Years 2009-10 and 2010-11 shall be subordinate to the lien of any pledge of collateral securing, directly or indirectly, the payment of the principal or interest on any bonds of the agency, including, without limitation, bonds secured by a pledge of taxes allocated to the agency pursuant to Section 33670 of the California Health and Safety Code. Pursuant to the 2009 legislation, under a number of circumstances (e.g., failure to pay, or have paid on its behalf, any SERAF payment, failure to repay when due housing tax increment amounts borrowed or suspended, etc.), a sanction is imposed which would require the housing tax increment amount to be increased from 20% of gross tax increment to 25% of gross tax increment for the balance of the time the sanctioned redevelopment agency receives tax increment. On October 20, 2009, the CRA, the Union City Redevelopment Agency and the Fountain Valley Redevelopment Agency filed a lawsuit in Sacramento Superior Court challenging the constitutionality of the 2009 legislation. With this suit, the plaintiffs are seeking to invalidate the State's effort to require the redevelopment agencies to shift $2.05 billion in tax increment revenue to the SERAF. The Agency cannot predict whether the challenge will be 21 successful and as indicated above, has covenanted in the Indenture to make the payments should they be required. On May 4, 2010, the Superior Court for the State of California, County of Sacramento, upheld the 2009 SERAF legislation from Constitutional challenge by redevelopment agencies in California Redevelopment Association v. Michael C. Genest (Case No. 34-2009-80000359) (the "2009 SERAF Litigation"). The challengers to the 2009 SERAF Legislation have appealed the Superior Court's decision. The Agency cannot predict the outcome of the 2009 SERAF Litigation. The 2009 SERAF Legislation provides that when a redevelopment agency has allocated the full amount of a required SERAF payment, the legislative body may amend a redevelopment plan to extend by one year the time limits on the effectiveness of the plan and the repayment of indebtedness (the "SERAF Extension"). Under the Law, the SERAF Extension also has the effect of extending by one year the time limit to receive property taxes. On November 2, 2010, the voters of the State approved a ballot initiative known as Proposition 22, pursuant to which the State is prohibited from shifting, taking, borrowing or restricting the use of tax revenues dedicated by law to, among other things, funding redevelopment agencies and other local government services. Although the passage of Proposition 22 will have no impact upon the Agency's obligation to pay the Agency 2011 SERAF Amount, the State Legislative Analyst's Office (the "LAO") has stated that the measure prohibits the State from enacting new laws that require redevelopment agencies to shift funds to schools or other agencies. No assurance can be provided that Proposition 22 will be implemented as contemplated by the LAO. In addition, Proposition 22 is subject to interpretation by the courts and there can be no assurance that the measure will not be challenged by the State or other parties or repealed by the voters of the State in the future. Current State Budget Issues; Proposals to Terminate Redevelopment Funding Mechanisms. On December 6, 2010, Governor Schwarzenegger called an emergency session of the Legislature into session to address the $6.1 billion projected deficit for Fiscal Year 2010-11. On January 20, 2011, Governor Brown extended the state of fiscal emergency for an additional 45 days. During budget briefings held in December 2010, then Governor -elect Jerry Brown announced that the projected deficit through June 30, 2012 had likely grown from the $25.1 billion reported in the Fiscal Outlook Report to approximately $28 billion. On January 3, 2011, Jerry Brown was sworn in as Governor and on January 10, 2011, the Governor released his proposed budget for Fiscal Year 2011-12 ("Proposed Budget"). The Proposed Budget is designed to address an estimated budget shortfall of $25.4 billion in the Fiscal Year 2011-12 California State Budget. The budget shortfall consists of an $8.2 billion projected deficit for Fiscal Year 2010-11 and a $17.2 billion gap between projected revenues and spending in Fiscal Year 2011-12. The Governor's proposal includes approximately $12.5 billion in budget cuts, $12 billion in tax extensions and changes, and $1.9 billion in other solutions. The Governor proposed calling a statewide special election in June to extend for five more years tax measures currently set to expire. The Proposed Budget proposes elimination of the current funding mechanism for redevelopment agencies (the "RDA Provisions"), although only limited details are provided for such a proposal. The RDA Provisions, if adopted, would prohibit existing agencies from creating new contracts or obligations effective upon enactment of urgency legislation. By July 1, existing agencies would be disestablished and successor local agencies would be required to use the tax increment revenues that redevelopment agencies would otherwise have received to retire redevelopment agency debts and contractual obligations "in accordance with existing payment schedules." The RDA Provisions would divert what was estimated in the Proposed Budget as $1.7 billion in Fiscal Year 2011-12 to offset State General Fund costs for Medi - 22 Cal and trial courts. An additional estimated $210 million would be distributed on a one-time basis to cities, counties, and special districts proportionate to their current share of the countywide property tax. The RDA Provisions propose that, after Fiscal Year 2011-12, the money available after payment of the redevelopment agency debt and contractual obligations would be distributed to schools, counties, cities, and non -enterprise special districts for general uses. As to Low and Moderate Income Housing Fund balances, the Proposed Budget provides that amounts in the redevelopment agency's balances reserved for low -moderate income housing would be shifted to local housing authorities for low and moderate income housing. The Proposed Budget does not reference any impact regarding application of bond proceeds. If implementation of the Proposed Budget includes a provision regarding expenditure of bond proceeds, the "contracts clause" referenced below may restrict reallocation of such funds. In lieu of redevelopment, the Proposed Budget proposes a new financing mechanism for economic development. Specifically, the Proposed Budget proposes that the Constitution be amended to provide for 55% voter approval for limited tax increases and bonding against local revenues for development projects such as are currently done by redevelopment agencies. Voters in each affected jurisdiction would be required to approve use of their tax revenues for these purposes. In a statement accompanying release of the Proposed Budget, State Finance Director Ana Matosantos indicated that the new financing mechanism may be included in a proposal following approval of the Proposed Budget, possibly in 2012. Implementation of the Proposed Budget, including the RDA Provisions, will require implementing legislation by the Legislature and perhaps voter approval as to certain material elements and may include terms which are not yet proposed which are material to the Agency and the 2011 Bonds. The Agency cannot predict the ultimate form of such legislation, if any is adopted. Elements of the RDA Provisions, including the economic development program authorization, contemplate voter approval through the initiative process. It is possible that Proposition 22, which amended the State Constitution to prohibit state diversion of redevelopment agency revenues generally, will affect the State's ability to implement the RDA Provisions. It is possible that the Governor and the Legislature may seek voter approval of changes to the terms of Proposition 22 that are in conflict with the Proposed Budget, including the RDA Provisions. The Agency cannot predict the timing, terms or ultimate implementation of any such final legislation or voter initiative measures, or the impact on the Agency or the 2011 Bonds of any proposed, interim or final legislative and constitutional changes which may be adopted arising out of the Proposed Budget. The LAO released its Overview of the Governor's Budget ("LAO Overview") on January 12, 2011. As it relates to the RDA Provisions, the LAO Overview suggests the proposal has merit "but faces considerable implementation issues." The LAO Overview notes that "the administration's plan will require considerable work by the Legislature to sort through many legal, financial and policy issues. Several voter -approved constitutional measures, for example, constrain the State's authority to redirect redevelopment funds, use property tax revenues to pay for State programs, or impose increased costs on local agencies. In addition, the administration's plan does not address many related issues, such as clarifying the future financial responsibility for low- and moderate -income housing (currently, a redevelopment program)." The LAO suggests that the Proposed Budget may understate the debt of redevelopment agencies and therefore the availability of additional revenues to assist with the State budget issues. Finally, the LAO Overview recommends that the Legislature pass urgency legislation as soon as possible prohibiting redevelopment agencies, during the period of legislative review, from taking actions that increase their debt in light of the considerable work that will be required of the Legislature to develop the statutory measures to implement the RDA Provisions. 23 There are a variety of ways in which the Proposed Budget and the RDA Provisions, if adopted, could impact the Agency and the 2011 Bonds, although the Agency is not able to predict the full variety or extent of these impacts, and the impacts will vary greatly depending on the final terms of laws adopted to implement the Proposed Budget and the RDA Provisions: (i) The RDA Provisions, if adopted, could impact the Agency's activities and programs generally and could reduce or eliminate its fund balances and staffing. (ii) The RDA Provisions, if adopted, could affect the Agency's compliance with and performance under existing contracts and obligations. (iii) Subject to certain "contract clause" protections described below, the RDA Provisions could affect the Agency's compliance with and performance under the terms of the Indenture and the 2011 Bonds. These impacts could relate to what successor entity utilizes property taxes the Agency would otherwise have received to repay the 2011 Bonds if the Agency is "disestablished," the amount or availability of Housing Tax Increment Revenues for the 2011 Bonds and other uses, the manner of application of Housing Tax Increment Revenues to debt service, the flow of funds as described herein, the use of 2011 Bond proceeds to fund new projects and compliance with Indenture covenants, continuing disclosure and other matters. (iv) Pending final adoption of laws to implement the RDA Provisions, interim proposals could affect the activities of the Agency and the value of the 2011 Bonds. (v) The RDA Provisions if adopted and implemented, most significantly the elimination of redevelopment agencies and the redeployment of tax increment revenues affecting redevelopment agencies, would almost certainly raise legal and practical issues, some of which may be subject to litigation and ultimate resolution in the courts, or subsequent legislative action. These issues could affect the Agency and its compliance with the terms of the Indenture and the 2011 Bonds, and resolution of these issues could involve expense and delay or modification of certain of the rights of 2011 Bondowners in ways that the Agency cannot predict. The Agency believes that constitutional protections against the impairment of contracts will prevent the proposed actions in the RDA Provisions from adversely affecting the validity of the 2011 Bonds or the Agency's pledge of Housing Tax Increment Revenues to secure the payment of the 2011 Bonds and, in this vein, the RDA Provisions purport to provide for the payments by successor entities of existing redevelopment agencies' "debts and contractual obligations." Article I, section 10 of the United States Constitution provides that "No state shall ... pass any ... law impairing the obligation of contracts." Article I, section 9 of the State Constitution provides that a "law impairing the obligation of contracts may not be passed." Each of these provisions is generally referred to as a "contracts clause." Federal courts have applied a fact -based three-part test to determine whether a state law violates the federal contracts clause. In general, the test compares any impairment against the significant and legitimate public purpose behind the state law; there is no absolute prohibition against impairment. The Agency cannot predict the applicable scope of "contract clause" protections to the 2011 Bonds and the RDA Provisions as they may ultimately be implemented. The Agency has covenanted in the Indenture to preserve and protect the security of the Bonds and the rights of the Trustee and the Bondowners. Protection of the rights of 2011 Bondowners and enforcement of the terms of the Indenture, if necessary, could involve expense and delay including with respect to the determination of the applicable scope of the "contract clause" provisions. After execution by the Agency, the Authority and the Underwriter of the bond purchase agreement relating to the 2011 Bonds, the Agency has the right under the bond purchase agreement to not proceed in issuing the 2011 Bonds if the Agency determines (and provides written notice to the Underwriter) that legislation has been introduced or 24 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 by reason of the issuance of the 2011 Bonds or which purport to prohibit the issuance of the 2011 Bonds. The Agency cannot predict what actions will be taken in the future by the voters of the State, the State Legislature and the Governor to deal with changing State revenues and expenditures and the repercussions they may have on the current fiscal year State Budget, the Proposed Budget and future State budgets, or their impact on the Agency. These developments at the State level, whether related to the Proposed Budget or not, may, in turn, affect local governments and agencies, including the Agency. Even if the proposals affecting the Agency in the Proposed Budget are not adopted, the State Legislature may adopt other legislation from time to time requiring redevelopment agencies to make other payments to ERAF or SERAF or to make other payments. The impact that current and future State fiscal shortfalls will have on the Agency is unknown at this time. In prior years, the State has experienced budgetary difficulties and as in the Proposed Budget, balanced its budget by requiring local political subdivisions, such as the County, the City and the Agency, to fund certain costs previously borne by the State. Real Estate Volatility Changes in the assessed valuation of property within the Project Area and throughout the City have occurred and will continue to occur while the 2011 Bonds are outstanding. Economic and other factors beyond the Agency's control, such as a general market decline in land values, reclassification of property to a class that is exempt from taxation, whether by ownership or use (such as exemptions for property owned by State and local agencies and property used for qualified educational, hospital, charitable or religious purposes), or the complete or partial destruction of taxable property caused by natural or manmade disaster, including (but not limited to) earthquake, flood, fire, terrorist activities or toxic dumping, could cause a reduction in the assessed value of taxable property within the City and could thereby result in a decrease in the general revenues of the City and Agency including the Housing Tax Increment Revenues. From 2002 through the first half of 2006, the California housing, commercial, industrial and other real estate markets experienced significant price appreciation. In the second half of 2007, lenders began tightening standards for providing mortgages and other loans. In addition, the economy has experienced a downturn since the end of 2007, with an increased unemployment rate and with the financial markets experiencing significant credit and liquidity problems, including reduction in the availability of commercial loans for new purchases and for refinancing of existing loans. As a result of such factors, there has been a decline in the California housing, commercial, industrial and other real estate markets since the end of 2007, as evidenced by a decrease in sale prices, increasing inventory and slowing demand. Specifically, RealtyTrac, a company which publishes information regarding foreclosure, auction and bank -owned homes throughout the United States, reports that Riverside County as a whole posted the highest county residential foreclosure rate in the State for November 2010, with one in every 141 housing units receiving a foreclosure filing — 3.5 times the national average and 1.66 times the state average. The Agency and the Fiscal Consultant have no information on any possible commercial or industrial foreclosures or bank owned property within the Project Area. The Agency is aware that some commercial centers within the Project Area are experiencing vacancies. It is unclear if or how these vacancies may impact the Project Area assessed values in future years. The Agency has not undertaken to assess the financial condition of the current owners of the properties within the Project Area and expresses no view concerning these matters. The Agency cannot predict and expresses no view as to how the current market conditions will affect property assessed valuations within the Project Area. A decline in demand could, however, cause a reduction in the assessed value of taxable property within the Project Area and could thereby result in a decrease of available Housing Tax Increment Revenues. 25 Economic Concentration A significant portion of the Project Area assessed value is related to commercial and industrial property. Consequently, property values in the Project Area are strongly influenced by the vitality of the regional economy and the resulting demand for commercial and industrial space. To the extent that the County economy were to decline, resulting in diminished demand for commercial and industrial space, such a decline could negatively impact the Project Area's assessed values and the receipt of Housing Tax Increment Revenues. Concentration of Ownership Abbott Vascular, the largest property taxpayer in the Project Area, accounts for approximately 22.59% of the incremental assessed value of the Project Area, and together the ten largest property taxpayers account for approximately 45.66% of the incremental assessed value in the Project Area. Abbott Vascular completed an expansion of its facilities in the Project Area, which increased its total assessed value by $92.6 million above its value for 2008-09 and added significantly to its share of the Project Area's total and incremental assessed value. In 2010-11, the assessed values attributable to Abbott Vascular declined by $9.4 million (-2.08%) of its total assessed value. If the County were to terminate the administrative procedure of paying the Agency property tax payments at 100% of the Agency's share of levied amounts, subject to any tax sharing agreements, concentration of ownership presents a risk in that if one or more of the largest property owners were to default on their taxes or were to successfully appeal the tax assessments on property within the Project Area, a substantial decline in Housing Tax Increment Revenues would result. The largest property owners and their ability to pay property taxes could be adversely affected by various factors such as a continued recession or a decline in the value of real estate. In addition, events causing a reduction in assessed value of, or physical damage to, property in the Project Area owned by one or more of the ten largest property owners therein, or any future owner of significant property in the Project Area, such as physical damage by fire, earthquake, flood, hazardous materials or other causes, may significantly delay or ultimately reduce the payment of property taxes in the Project Area, which may affect the amount or receipt of Housing Tax Increment Revenues. In addition, bankruptcy or financial difficulties arising with respect to a current or future major property owner may also significantly delay or ultimately reduce payment of property taxes in the Project Area, which also may affect the amount or receipt of Housing Tax Increment Revenues. See "THE REDEVELOPMENT PLAN — Assessed Valuation" and "THE REDEVELOPMENT PLAN — Appeals of Assessed Values" and "APPENDIX B — FISCAL CONSULTANT'S REPORT." As of February 1, 2011, the County's records indicate that property taxes for the five largest assessees are current through the first installment of Fiscal Year 2010-11. Five of the ten largest property taxpayers filed assessment appeals that are currently pending. See "THE REDEVELOPMENT PLAN — Assessed Valuation" and "APPENDIX B — FISCAL CONSULTANT'S REPORT — IV — Tax Allocation and Disbursement — F. — Assessment Appeals" herein. Bankruptcy Risks The enforceability of the rights and remedies of the owners of the 2011 Bonds and the obligations of the Agency may become subject to the following: the Federal Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect; usual equitable principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of servicing a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could 26 subject the Owners of the 2011 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation or modification of their rights. Investment of Tax Increment Revenues and Other Funds Tax Increment Revenues (which include Housing Tax Increment Revenues) are invested by the City prior to their transfer to the Trustee for deposit by the Trustee in the funds and accounts established under the Indenture. Under the Indenture, moneys in the Reserve Account, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account must be invested by the Trustee in Permitted Investments (as defined in the Indenture), and moneys in the Special Fund may be invested by the Agency in any lawful investment of Agency funds. See "APPENDIX A — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions." The Agency cannot predict the impact on the investment of any tax increment revenues by the Agency if it experiences significant losses in its investments. Parity Debt The Agency has previously issued the 2010 Bonds payable from Housing Tax Increment Revenues and may issue or incur obligations payable from Housing Tax Increment Revenues on a parity with its pledge of Housing Tax Increment Revenues to payment of debt service on the 2010 Bonds and 2011 Bonds. The existence of and the potential for such obligations increases the risks associated with the Agency's payment of debt service on the Bonds in the event of a decrease in the Agency's collection of Housing Tax Increment Revenues. See "SECURITY FOR THE 2011 BONDS — Parity Debt" and "THE REDEVELOPMENT PLAN — Assessed Valuation." Future Land Use Regulations and Growth Control Initiatives In the past, citizens of a number of local communities in Southern California have placed measures on the ballot designed to limit the issuance of building permits or impose other restrictions to control the rate of future growth in those areas. It is possible that future initiatives could be enacted, could be applicable to the City and have a negative impact on the ability of developers in the Project Area to complete any existing or proposed development. Bondowners should assume that any event that significantly affects the ability to develop land in the City could cause the land values within the Project Area to decrease substantially and could affect the willingness and ability of the owners of land within the Project Area to pay property taxes when due. There can be no assurance that land development within the City will not be adversely affected by future governmental policies, including, but not limited to, government policies to restrict or control development. Under current State law, it is generally accepted that proposed development is not exempt from future land use regulations until building permits have been issued and substantial work has been performed and substantial liabilities have been incurred in good faith reliance on the permits prior to the adoption of such regulations. County Payment of Housing Tax Increment Revenues Pursuant to its administrative practice, the County provides the Agency with full tax and assessment levies instead of actual tax and assessment collections. Thus, the County's payments may help protect Owners of the 2011 Bonds from the risk of delinquencies in the payment of ad valorem taxes. However, if the County were to change such payment procedures, such a change with respect to 27 the Agency would eliminate such protection from delinquent ad valorem taxes. See "SECURITY FOR THE 2011 BONDS — County Payment of Housing Tax Increment." Levy and Collection The Agency has no independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Housing Tax Increment Revenues, and, accordingly, could have an adverse impact on the ability of the Agency to repay the 2011 Bonds. Likewise, delinquencies in the payment of property taxes could have an adverse effect on the Agency's ability to make timely debt service payments if the County were to terminate the administrative procedure of paying the Agency property tax payments at 100% of the Agency's share of levied amounts, subject to any tax sharing agreements. See "LIMITATION ON HOUSING TAX INCREMENT REVENUES — Property Tax Collection Procedure" for more information about the collection of property taxes. To estimate the Housing Tax Increment Revenues available to pay debt service on the 2011 Bonds, the Fiscal Consultant has made certain assumptions with regard to the assessed valuations in the Project Area, future tax rates and percentage of taxes collected. The Fiscal Consultant and the Agency believe these assumptions to be reasonable; but to the extent that the assessed valuations, the tax rates or the percentage of taxes collected are less than such assumptions, the Housing Tax Increment Revenues available to pay debt service on the 2011 Bonds will, in all likelihood, be less than those projected herein. See "THE REDEVELOPMENT PLAN" and "COVERAGE ANALYSIS." Seismic Factors and Flooding The occurrence of severe seismic activity and/or flooding or other similar natural disasters in the Project Area could result in substantial damage to property located in the Project Area and could lead to successful appeals for reduction of assessed values of such property. Such a reduction could result in a decrease in Housing Tax Increment Revenues collected by the Agency. Portions of the Project Area, primarily those near Murrieta Creek which runs through the middle of the Project Area, are within the 100 -year flood plain. The total project area is approximately 2,095 acres of which approximately 421 acres (including the acreage of Murrieta Creek) are within the 100 -year flood plain. Approximately 164 parcels aggregating approximately 182 acres are in or partially in the 100 -year flood plain. The Project Area is located in an active seismic region. The Elsinore, San Jacinto, Wildomar and San Andreas Fault Zones are all in the vicinity of the City. The proximity to these faults makes the Project Area subject to the hazards associated with ground shaking and soil instability. Hazardous Substances An environmental condition that may result in the reduction in the assessed value of parcels would be the discovery of a hazardous substance that would limit the beneficial use of a property within the Project Area. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The owner may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the Project Area be affected by a hazardous substance, would be to reduce the marketability and value of the property by the costs of remedying the condition. The Agency is unaware of any environmental condition that may result in the reduction in the assessed value of parcels at this time. 28 No Acceleration on Default The principal due on the Bonds is not subject to acceleration upon the occurrence of an Event of Default. In the event of a default under the Indenture, as a practical matter, Bondowners will be limited to enforcing the obligation of the Agency to repay the Bonds on an annual basis to the extent of the Housing Tax Increment Revenues. No real or personal property in the Project Area is pledged to secure the Bonds, and it is not anticipated that the Agency will have available moneys sufficient to redeem all of the Bonds upon the occurrence of an event of default. Loss of Federal Tax Exemption In order to maintain the exclusion from gross income for federal income tax purposes of the interest on the 2011 Bonds, the Agency has covenanted in the Indenture to comply with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to the 2011 Bonds. These requirements include requirements and limitations on the use of 2011 Bond proceeds, limitations on the investment earnings of 2011 Bond proceeds prior to expenditure, a requirement that certain investment earnings on 2011 Bond proceeds be paid periodically to the United States of America and a requirement that the Agency file an information report with the Internal Revenue Service (the "IRS"). The Agency has covenanted in the Indenture to comply with each such requirement. The interest on the 2011 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of issuance of the 2011 Bonds as a result of acts or omissions of the Agency in violation of certain of its covenants in the Indenture. Should such an event of taxability occur, the 2011 Bonds will not be subject to acceleration and may not be subject to redemption, and no increase in interest rates will occur, and the 2011 Bonds may remain Outstanding until maturity. See "TAX MATTERS" herein. Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2011 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to State income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the 2011 Bonds. Prospective purchasers of the 2011 Bonds should consult their own tax advisors regarding any such pending or proposed federal or state tax legislation, regulations or litigation as to which Bond Counsel expresses no opinion. IRS Audit of Tax -Exempt Bond Issues The IRS has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. As a part of a larger reorganization of the IRS, the IRS commenced operation of its Tax Exempt and Government Entities Division (the "TE/GE Division"), as the successor to its Employee Plans and Exempt Organizations Division. The TE/GE Division has a subdivision that is specifically devoted to tax-exempt bond compliance. Public statements by IRS officials indicate that the number of tax-exempt bond examinations is expected to increase significantly under the TE/GE Division. It is possible that the 2011 Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the 2011 Bonds might be affected as a result of such an audit of the 2011 Bonds (or by an audit of similar bonds). Assumptions and Projections Any reduction in Housing Tax Increment Revenues, whether for any of the foregoing reasons or any other reason, could have an adverse effect on the Agency's ability to make timely payments of principal of, premium, if any, and interest on the 2011 Bonds which are secured by such Housing Tax 29 Increment Revenues. To estimate the total Housing Tax Increment Revenues available to pay debt service on the 2011 Bonds, the Agency has made certain assumptions with regard to the assessed valuation in the Project Area and estimated increase in assessed valuation. See "COVERAGE ANALYSIS" for a discussion of the assumptions underlying the projections set forth herein with respect to Housing Tax Increment Revenues. The Agency believes these assumptions to be reasonable, but to the extent that the assessed valuations and the change in assessed valuation differ from the Agency's assumptions, the total Housing Tax Increment Revenues available will, in all likelihood, be different than those projected herein. See "COVERAGE ANALYSIS" herein. Change in Law No assurance can be given that the State electorate will not adopt initiatives or that the Legislature will not enact legislation that will amend the Constitution of the State, the Redevelopment Law or other laws in a manner that results in a reduction of Housing Tax Increment Revenues that could adversely affect the Agency's ability to make debt service payments on the 2011 Bonds. In addition, tax legislation, administrative actions taken by tax authorities and court decisions, whether at the federal or State level, may adversely affect the tax-exempt status of interest on the 2011 Bonds under federal or State law and could affect the market price for, or the marketability of, the 2011 Bonds. Limited Secondary Market As stated herein, investment in the 2011 Bonds poses certain economic risks which may not be appropriate for certain investors; and only persons with substantial financial resources who understand the risk of investment in the 2011 Bonds should consider such investment. There can be no guarantee that there will be a secondary market for purchase or sale of the 2011 Bonds or, if a secondary market exists, that the 2011 Bonds can or could be sold for any particular price. From time to time there may be no market for the 2011 Bonds, depending upon prevailing market conditions, the financial condition or market position of firms who may make the secondary market, the financial condition and results of operations of the owners of property located within the boundaries of the Project Area and the extent of the development of property within the Project Area. LIMITATIONS ON HOUSING TAX INCREMENT REVENUES Property Tax Collection Procedure In California, property which is subject to ad valorem taxes is classified as "secured" or "unsecured." The secured classification includes property on which any property tax levied by the County becomes a lien on that property. A tax levied on unsecured property does not become a lien against the unsecured property but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens on the secured property, regardless of the time of the creation of other private liens. Secured and unsecured property are entered on separate parts of the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder's office in order to obtain a lien on certain 30 property of the taxpayer; and (4) seizure and sale of the personal property, improvement or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of property securing the taxes to the State for the amount of taxes which are delinquent. A ten percent (10%) penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, on or about June 30 of the fiscal year, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of one -and -a -half percent (1-1/2%) per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is subject to sale by the County tax collector. The valuation of property is determined as of the January 1 lien date as equalized in August of each year, and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31. Supplemental Assessments Under State law, upon the occurrence of a change in ownership or completion of new construction, the property is subject to supplemental assessments and taxation. Supplemental assessments provide increased revenue to redevelopment agencies to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date. To the extent such supplemental assessments occur within the Project Area, Agency revenues may increase. Unitary Property State law provides for the consolidation of all State -assessed property, except for non-operating, non -unitary and regulated railroad property, into a single tax rate area in each county and provides the method of establishing tax rates on State -assessed property and distribution of property tax revenues derived from State -assessed property to taxing jurisdictions within each county in accordance with a specified formula. Railroads are assessed and revenues allocated to all tax rate areas where railroad property is sited. Redevelopment agencies receive their appropriate share of revenue generated from the property assessed by the State Board of Equalization. Property Tax Rate Limitations — Article XIIIA California voters, on June 6, 1978, approved an amendment (commonly known as Proposition 13) to the California Constitution. This amendment, which added Article XIIIA to the California Constitution among other things, affects the valuation of real property for the purpose of taxation in that it defines the full cash property value to mean "the county assessor's valuation of real property as shown on the 1975- 76 tax bill under 'full cash value,' or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment." Since the enactment of Proposition 13, additional legislation and propositions have been approved which affect the levy of taxes and allocation of taxes to various jurisdictions. Under State law, the full cash value may be adjusted annually to reflect inflation at a rate not to exceed two percent (2%) per year, a reduction in the consumer price index or comparable local data or declining property value caused by damage, destruction or other factors, including a general economic downturn. State law limits the amount of any ad valorem tax on real property to one percent (1%) of the full cash value except that additional taxes may be levied 31 to pay debt service on indebtedness approved by the voters prior to July 1, 1978, and bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds (2/3) of the votes cast by the voters voting on the proposition. Under State law, the terms "purchased" and "change of ownership," for purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. In addition, persons over age 55 who sell their residence to buy or build another of equal or lesser market value within two years in the same county, may transfer the old residence's assessed value to the new residence. Challenges to Article XIIIA. On September 22, 1978, the California Supreme Court upheld the amendment over challenges on several state and federal constitutional grounds (Amador Valley Joint Union High School District v. State Board of Equalization). The California Supreme Court reserved certain constitutional issues and the validity of legislation implementing the amendment for future determination in proper cases. Since 1978, several cases have been decided interpreting various provisions of Article XIIIA, however, none of them have questioned the ability of redevelopment agencies to use tax allocation financing. The United States Supreme Court upheld the validity of the assessment procedures of Article XIIIA in Nordlinger v. Hahn. The Agency cannot predict whether there will be any future challenges to California's present system of property tax assessment and cannot evaluate the ultimate effect on the Agency's receipt of Housing Tax Increment Revenues should a future decision hold unconstitutional the method of assessing property. Allocation of Assessed Valuation Growth. Future assessed valuation growth allowed under Article XIIIA (new construction, change of ownership, two percent (2%) annual value growth) will be allocated on the basis of "situs" among the jurisdictions that serve the tax rate area within which the growth occurs, except for certain utility property assessed by the State Board of Equalization. Local agencies and school districts will share the growth of "base" revenue from the tax rate area. Each year's growth allocation becomes part of each agency's allocation the following year. The Agency is unable to predict the nature or magnitude of future revenue sources which may be provided by the State of California to replace lost property tax revenues. Article XIIIA effectively prohibits the levying of any other ad valorem property tax above the one percent (1%) limit except for taxes to support indebtedness approved by the voters as described above. County of Orange v. Bezaire. Section 51 of the Revenue and Taxation Code permits county assessors who have reduced the assessed valuation of a property as a result of natural disasters, economic downturns or other factors, to subsequently "recapture" such value (up to the pre -decline value of the property) at an annual rate higher than 2%, depending on the assessor's measure of the restoration of value of the damaged property. The constitutionality of this procedure was challenged in a lawsuit brought in the Orange County Superior Court, and in similar lawsuits brought in other counties, on the basis that the decrease in assessed value creates a new "base year value" for purpose of Proposition 13 and that subsequent increases in the assessed value of a property by more than 2% in a single year violate Article XIIIA. On appeal, the California Court of Appeal upheld the recapture practice in 2004, and the State Supreme Court declined to review the ruling, leaving the recapture law in place. 32 Article XIIIB of the California Constitution On November 6, 1979, California voters approved Proposition 4 which added Article XIIIB to the California Constitution, subsequently amended several times. The principal effect of Article XIIIB is to limit the annual appropriations of the State and any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The base years for establishing such appropriation limit is Fiscal Year 1986-87 and the limit is to be adjusted annually to reflect changes in population, cost of living and certain increases in the cost of services provided by these public agencies. Appropriations subject to Article XIIIB include generally the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. State law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances or indebtedness will not be deemed the receipt by the agency of proceeds of taxes levied by or on behalf of the agency within the meaning of Article XIIIB or any statutory provision enacted in implementation thereof. The constitutionality of Section 33678 has been upheld by the Second and Fourth District Court of Appeals in two decisions: Bell Redevelopment Agency v. Woosely and Brown v. Redevelopment Agency of the City of Santa Ana, which cases were not accepted for review by the California Supreme Court. Exclusion of Tax Increment Revenues for General Obligation Bonds Debt Service State law prohibits redevelopment agencies from receiving any of the property tax revenues raised by increased property tax rates imposed by local governments to make payments on their bonded indebtedness. These provisions only apply to tax rates levied to finance general obligation bonds approved by the voters on or after January 1, 1989. Any revenue reduction to redevelopment agencies would depend on the number and value of the general obligation bonds approved by voters in prior years, which tax rate will reduce due to increased valuation subject to the tax or the retirement of the indebtedness. Future Initiatives or Legislation Article XIIIA, Article XIIIB and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to California's initiative process and legislation described above was adopted by the California Legislature. From time to time, other initiative measures or legislation could be adopted further affecting Agency revenues or the Agency's ability to expend revenues. The nature and impact of these measures cannot be anticipated by the Agency. Low and Moderate Income Housing As discussed above, Chapter 1337, Statutes of 1976, added Sections 33334.2 and 33334.3 to the Redevelopment Law requiring redevelopment agencies to set-aside 20% of all tax increment derived from redevelopment project areas adopted after December 31, 1976, in a low and moderate income housing fund. This low and moderate income housing requirement could be reduced or eliminated if a redevelopment agency finds that: (a) no need exists in the community to improve or increase the supply of low and moderate income housing; (b) that some stated percentage less than 20% of the tax increment is sufficient to meet the housing need; and (c) any increase in revenue above two percent (2%) would be allocated in the same proportion as the taxing entity's local secured taxable values are to the local secured 33 taxable values of the County (the low and moderate income housing requirement may not be reduced pursuant to finding in this third clause after June 30, 1993). The Agency covenanted in the Indenture that the Agency shall not make any findings to reduce the low and moderate income housing requirement below 20% of all tax increment derived from the Project Area. The Housing Tax Increment Revenues are tax increment set aside pursuant to the Agency's 20% low and moderate income housing set aside requirement. Redevelopment Plan Limitations The amended Redevelopment Plan contains various limitations on the Agency's ability to incur indebtedness and to receive tax increment revenues. Pursuant to a subsequent amendment, the plan termination date is July 12, 2029, and the debt repayment date is July 12, 2039. The date of the existing limit to incur debt was July 12, 2008 but was subsequently amended as discussed below. In addition, the City is a party to the 1991 Settlement Agreement (as defined below) which imposes additional limitations on the Agency's ability to incur indebtedness and to receive tax increment revenues. See "THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA — Agency Powers" and " — Limitations Under 1991 Settlement Agreement; Plan Limitations" below. Senate Bill 211 was signed into law as of Chapter 741, Statutes of 2001. This legislation has two main impacts on the limits contained in an agency's redevelopment plan. First, a city council may amend the redevelopment plan to eliminate the time limit to establish indebtedness in project areas adopted prior to January 1, 1994, by ordinance. If the plan is so amended, existing tax sharing agreements will continue and certain statutory tax sharing for entities without tax sharing agreements will commence in the year the eliminated limit would have taken effect. Second, a city council may extend the time limit for plan effectiveness and repayment of debt for up to ten years if it can make certain specified findings. As amended by Ordinance No. 07-20, adopted on January 8, 2008, there is no time limit on establishing loans, advances or indebtedness to be paid with the proceeds of Tax Increment Revenues (including Housing Tax Increment Revenues) to finance in whole or in part the Redevelopment Project. THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Background On July 12, 1988, prior to the incorporation of the City, the County adopted the "County of Riverside Redevelopment Plan 1 — 1988" 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 City Council 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. 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. The persons holding the positions of Chairperson and Vice Chairperson are subject to change each year. 34 The members of the governing body of the Agency are as follows: Michael S. Naggar, Chairperson Ron Roberts, Vice Chairperson Jeff Comerchero, Board Member Maryann Edwards, Board Member Charles W. Washington, Board Member Agency Administration The Agency is administered by certain staff of the City. The City is a general law city and operates according to the Council/Manager form of government. The City Manager is appointed by the City Council to administer the City's staff and generally implement policies established by the City Council. Current City staff assigned to administer the Agency include Shawn Nelson, City Manager of the City and Executive Director of the Agency, Genie Roberts, Finance Director of the City and Treasurer of the Agency, Patrick R. Richardson, AICP, Director of Planning and Redevelopment Director, and Susan Jones, City Clerk and Secretary to the Agency. The Agency has an arrangement with the City for financial assistance and services, facilities and personnel support. As moneys become available, the Agency reimburses the City for all such services performed in amounts equal to a portion of the gross salary and employee fringe benefits for certain City employees utilized by the Agency, plus other miscellaneous operating and equipment costs. The Redevelopment Law requires redevelopment agencies to have an independent financial audit conducted each year. The financial audit is also required to include an opinion of the Agency's compliance with laws, regulations and administrative requirements governing activities of the Agency. Lance, Soll & Lunghard, LLP, Irvine, California, audited the financial statements of the Agency for the fiscal year that ended June 30, 2010, and rendered its financial opinion and compliance opinion with respect thereto, which are included in Appendix C attached hereto. The Agency has not requested nor did the Agency obtain permission from Lance, Soll & Lunghard, LLP, to include the audited financial statements as an appendix to this Official Statement. Accordingly, Lance, Soll & Lunghard, LLP, has not performed any post -audit review of the financial condition or operations of the Agency. Agency Powers All powers of the Agency are vested in its governing body. Pursuant to the Redevelopment Law, the Agency may exercise broad governmental functions and authority to accomplish its purposes, including, but not limited to, the right to issue bonds for authorized purposes and to expend their proceeds and the right to acquire, sell, rehabilitate, develop, administer or lease property. The Agency may demolish buildings, clear land and cause to be constructed certain improvements, including streets, sidewalks and utilities. The Agency may not construct or develop buildings, with the exception of public facilities and housing, but must sell or lease cleared property for construction and development in accordance with the Redevelopment Plan. Limitations Under 1991 Settlement Agreement; Plan Limitations Pursuant to a Settlement Agreement (the "1991 Settlement Agreement") entered on June 5, 1991, in the Superior Court of the State of California for the County, the Agency and the City, as amended in 35 1995, various additional limitations are placed on the Redevelopment Plan, including that subject to certain exceptions, no more than $150 million of tax increment revenues shall be allotted or paid to the Agency during the term of the Redevelopment Plan (excluding the Housing Tax Increment Revenues, interest on bonds and certain other amounts). The 1991 Settlement Agreement specifically excludes from the $150 million limitation all sums required by the Redevelopment Law or other applicable law to be set aside and utilized for low and/or moderate income housing purposes as well as all costs of debt service (excluding repayment of principal) and financing and/or refinancing, based in whole or in part, on tax increment revenue. The limitation on the use of tax increment revenues that is stipulated in the 1991 Settlement Agreement does not limit the Agency's ability to receive Housing Tax Increment Revenues, which will continue until the tax increment revenues allocated to the Agency exceed the $1.11 billion amount contained in the amended Redevelopment Plan. In the event that the tax increment revenues allocated to the Agency reach the $150 million limitation listed within the modified judgment prior to the expiration of the time limit on the Agency's ability to repay indebtedness with tax increment revenues, the Agency would continue to have the ability to repay indebtedness with Housing Tax Increment Revenues. Based on Agency records, the Agency received approximately $203,099,707 of gross tax increment revenues, as calculated pursuant to the amended Redevelopment Plan, from its inception through Fiscal Year 2009-10. The Agency has covenanted in the Indenture that it will annually cause to be prepared a report regarding the estimated cumulative tax increment revenues, and, if necessary, deposit in an escrow account an amount to be used to pay obligations of the Agency so that such obligations are paid prior to the Agency being limited by the $1.11 billion amount contained in the amended Redevelopment Plan. Outstanding Indebtedness of the Agency Certification of Agency Indebtedness. Pursuant to Section 33675 of the Redevelopment Law, on or before October 1 of each year an agency must file with the county auditor a statement of indebtedness certified by the chief fiscal officer of the agency for each redevelopment project that receives tax increment. The statement of indebtedness is required to contain the date on which any bonds were delivered, the principal amount, term, purpose and interest rate of bonds and the outstanding balance and amount due on such bonds. Similar information must be given for each loan, advance or indebtedness that the agency has incurred or entered into to be payable from tax increment. The Agency has complied with the requirements of Section 33675 each year since its effective date. Section 33675 also provides that the county auditor is limited in payment of tax increment to the agency to the amounts shown on the agency's statement of indebtedness. The section further provides that the statement of indebtedness is prima facie evidence of the indebtedness of the agency, but that the county auditor may dispute the amount of indebtedness shown on the statement in certain cases. Provision is made for time limits under which the dispute can be made by the county auditor as well as provisions for determination by the superior court in a declaratory relief action of the proper disposition of the matter. The issue in any such action must involve only the amount of the indebtedness and not the validity of any contract or debt instrument or any expenditures pursuant thereto. An exception is made for payments to a public agency in connection with payments by such public agency pursuant to a bond issue which shall not be disputed in any action under Section 33675. Outstanding Indebtedness. The Agency has no outstanding indebtedness which is senior to or on a parity with the 2010 Bonds and 2011 Bonds. The Agency has issued obligations payable from the portion of the tax increment revenues which are not required to be allocated to low and moderate income housing purposes. Such obligations are not payable from Housing Tax Increment Revenues. The Agency has also entered into obligations for multi -family housing purposes. Such obligations are payable from amounts paid by the developer of the applicable project and are not payable from Housing Tax Increment 36 Revenues. See the Notes to the financial statement in APPENDIX C " — TEMECULA REDEVELOPMENT AGENCY COMPONENT UNIT FINANCIAL STATEMENT FOR FISCAL YEAR ENDING JUNE 30, 2010." Obligation to the City. In the first quarter of 1996, the City conveyed certain real property to the Agency for use on a redevelopment project in exchange for a promissory note in the amount of $918,171. As of September 30, 2010, the outstanding amount of the note was $ . This obligation is not payable from Housing Tax Increment Revenues. [REVIEW] Pass -Through Agreements and Owner Participation Agreements. Pass -Through Agreements. Pursuant to Section 33401(b) of the Redevelopment Law (as in effect prior to January 1, 1994), a redevelopment agency was authorized to enter into an agreement to pay tax increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which, in the agency's determination, is appropriate to alleviate any financial burden or detriment caused by the redevelopment project. These agreements normally provide for a pass-through of tax increment revenue directly to the affected taxing agency, and, therefore, are commonly referred to as "pass-through" or "fiscal" agreements. As discussed earlier, the County originally adopted the Project Area. At the time of adoption, the County entered into a number of pass-through agreements (collectively, the "Pass -Through Agreements"). All of these agreements with school districts called for the districts to receive 29.62% of their shares of general levy tax increment revenue. All non -school district Pass -Through Agreements called for the taxing entities to receive 100% of their general levy tax increment revenue. These Pass - Through Agreements became obligations of the Agency at the time that the Project Area was adopted by the Agency. The Agency covenants in the Indenture that it will not enter into any amendment to a Pass - Through Agreement that will adversely affect its ability to meet its obligations under the Indenture. The agreements are summarized in the table below: Fiscal Year 2010-11 Pass -Through Taxing Entity 1% Share Share County of Riverside 18.12% 100.00% County Library Department 2.18 100.00 County Structural Fire Department 4.70 100.00 Temecula Public Cemetery District 0.39 100.00 Eastern Municipal Water District 9.33 100.00 Riverside County Flood Control District 1.68 100.00 Rancho California Water District 5.93 100.00 Temecula Valley Unified School District 30.20 29.62 Mt. San Jacinto Community College District 3.48 29.62 Riverside County Superintendent of Schools 10.06 29.62 Source: Fiscal Consultant's Report. At the time the Agency adopted the Redevelopment Plan, it entered into an agreement with the County that called for tax -sharing payments to be made to the County General Fund, the County Structural Fire Department and the County Library Department. It also provided for a partial deferral of the payments to the County General Fund. The Agency and the County entered into an amended and restated County Pass -Through Agreement, dated January 22, 2002. The new agreement calls for the Agency to make tax -sharing payments to the County General Fund, County Structural Fire Department 37 and County Library Department from general levy tax increment revenues net of the allowed administrative fees. The General Fund share is 18.12%, the County Structural Fire Department share is 4.70% and the County Library Department share is 2.18%. In addition to the tax -sharing payments, the agreement specified that the Agency pay the County a total of $6 million from the proceeds of bonds issued by the Agency in 2002 as repayment of the County tax -sharing payments deferred under the May 21, 1991 agreement. The $6 million was paid to the County in July 2002. The Agency further agreed to contribute $5 million toward the acquisition of right of way for a project referred to as the Date/Cherry Interchange. According to the Agency, funding for this improvement was provided from sources other than Housing Tax Increment Revenues. Under the County Pass -Through Agreement, the Auditor -Controller is responsible for calculating the amount of the tax -sharing payments and allocating these payments to the various taxing entities. The County Pass -Through Agreement does not provide for subordination of the tax -sharing payments to the County, Structural Fire Department or Library Department to debt service on the 2011 Bonds. Pursuant to Senate Bill 211 signed into law as of Chapter 741, Statutes of 2001 (described above under the caption "LIMITATIONS ON HOUSING TAX INCREMENT REVENUES — Redevelopment Plan Limitations"), statutory tax sharing payments were initiated in Fiscal Year 2009-10 and will continue through the final year the Agency may repay indebtedness with respect to the City and the Western Municipal Water District. Owner Participation Agreements. The Agency has entered into several Owner Participation Agreements, some of which call for payments to be made to the owner participants and others of which provide for a loan or grant to the owner participant. In addition, the Agency has entered into two agreements relating to a satellite campus for California State University, San Marcos. There is no pledge of Housing Tax Increment Revenues or pledge of the City's general fund under any of the agreements. Any payments made by the Agency pursuant to an agreement are, therefore, subordinate to any pledge of Housing Tax Increment Revenues under the Indenture. The Housing Tax Increment Revenues that are pledged to the repayment of the 2011 Bonds have a lien on Agency revenues superior to any payments required under any agreement. See "APPENDIX B — FISCAL CONSULTANT'S REPORT — VII. Tax Sharing Agreements and Other Obligations — B. Reimbursement Agreements." Investment of Agency Funds The Agency may invest moneys not immediately required for operations in a manner consistent with the City's investment policy (the "Investment Policy"). For a description of the types of investments in which the Agency may invest, see "APPENDIX C — TEMECULA REDEVELOPMENT AGENCY COMPONENT UNIT FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING JUNE 30, 2010 — Note 2." Controls, Land Use and Building Restrictions All real property in the Project Area is subject to the controls and restrictions of the Redevelopment Plan. The Redevelopment Plan provides that all new construction in the Project Area shall comply with all applicable State and local laws in effect, including the various codes of the City. The Redevelopment Plan specifies particular land use areas by reference to the City's General Plan. The Agency may permit an existing but nonconforming use to continue so long as the Agency determines that the use is generally compatible with other surrounding development uses. 38 Within the limits, restrictions and controls established in the Redevelopment Plan, the Agency is authorized to limit the number, type, size and height of buildings in the Project Area and to establish design criteria, traffic circulation, traffic access and other development and design controls necessary for property development within the Project Area. Under exceptional circumstances, the Agency is authorized to permit minor variations from the limits, restrictions and controls established by the Redevelopment Plan. However, no variation shall be granted which changes a basic land use or which permits substantial departures from the Redevelopment Plan's provisions. In permitting a variation, the Agency must impose such conditions as are necessary to protect the public health, safety or welfare and to assure compliance with the objectives of the Redevelopment Plan. 39 [INSERT COLOR MAP OF THE PROJECT AREA HERE] 40 THE REDEVELOPMENT PLAN Under the Redevelopment Law, every redevelopment agency is required to adopt, by ordinance, a redevelopment plan for each redevelopment project. A redevelopment plan is a legal document, the content of which is largely prescribed in the Redevelopment Law rather than a "plan" in the customary sense of the word. The City Council 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 (defined above as the "Redevelopment Plan") and transfer of jurisdiction over the Redevelopment Plan to the Agency. This transfer was effective July 1, 1991. 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 the freeway. The Redevelopment Plan for the Project Area was adopted prior to January 1, 1994. Chapter 942 specifies that a time limit on establishment of new debt be incorporated into the Redevelopment Plan and that time limit shall be 20 years from the adoption of the Redevelopment Plan or January 1, 2004, whichever is later. SB 211 was signed into law as Chapter 741, Statutes of 2001 and provides that on or after January 1, 2002, a redevelopment plan may be amended by a legislative body to repeal the time limit on the establishment of loans, advances and indebtedness. On January 8, 2008, the Agency adopted Ordinance No. 07-20 repealing the time limit on the establishment of loans, advances and indebtedness. The Redevelopment Plan prohibits the Agency from acquiring property by eminent domain. In accordance with the amended Redevelopment Plan, taxes, as defined in Section 33670 of the Redevelopment Law, shall not be divided and shall not be allocated to the Agency in excess of $1.11 billion except by amendment of the Redevelopment Plan. Pursuant to the 1991 Settlement Agreement, as amended in 1995, various additional limitations are placed on the Redevelopment Plan, including that, subject to certain exceptions, no more than $150 million of tax increment revenues shall be allotted or paid to the Agency during the term of the Plan (excluding the Housing Tax Increment Revenues amounts and certain other amounts). See "THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA — Limitations Under 1991 Settlement Agreement." As amended by Ordinance No. 94-33, the Redevelopment Plan restricts the amount of bonded indebtedness that may be outstanding at any one time. The Agency may issue bonds and/or notes for any of its authorized purposes. These bonds and/or notes may be secured with a pledge of tax increment revenues. The total outstanding principal of any bonds so issued and repayable from tax increment revenues shall not exceed $340 million at any one time, except by amendment of the Redevelopment Plan. After issuance of the 2011 Bonds, which are payable from Housing Tax Increment Revenues, and taking into account Agency bonds previously issued that are payable from tax increment revenues other than Housing Tax Increment Revenues, the Agency will have $[90,420,000] * aggregate principal amount of bonds outstanding. As amended by Ordinance No. 06-11, adopted on September 26, 2006, the amended Redevelopment Plan specifies that, except for the non-discrimination and non -segregation provisions that Preliminary, subject to change. 41 continue in perpetuity, the effectiveness of the Redevelopment Plan shall expire on July 12, 2029, that is, forty-one years from the adoption of the Redevelopment Plan. After expiration of the effectiveness of the Redevelopment Plan, the Agency shall have no authority to act pursuant to the Redevelopment Plan except to pay previously incurred indebtedness and to enforce existing covenants, contracts and other obligations. The Agency may not receive additional tax increment revenue or pay indebtedness after July 12, 2039, except for such purposes as specifically permitted under the Redevelopment Law. As amended by Ordinance No. 07-20, adopted on January 8, 2008, there is no time limit on establishing loans, advances or indebtedness to be paid with the proceeds of Tax Increment Revenues to finance in whole or in part the Redevelopment Project. Description of the Project Area The Project Area includes approximately 2,095 acres of land primarily located west of Interstate 15 and partially straddling Interstate 15 along Winchester and Ynez Roads. The Project Area includes the Old Town area of the City along Front Street. Proceeds of the 2011 Bonds Proceeds from the sale of the 2011 Bonds will be used (i) to finance housing activities within the City; (ii) increase the aggregate amount on deposit in the Reserve Account for the Bonds to the Reserve Requirement; and (iii) to provide for the costs of issuing the 2011 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" herein. Land Uses Land use in the Project Area includes residential, commercial, industrial, recreational, institutional, government and exempt uses. The following table represents the breakdown of land use in the Project Area by the number of parcels and by assessed value for Fiscal Year 2010-11. See "APPENDIX B — FISCAL CONSULTANT'S REPORT." 42 TABLE 1 TEMECULA REDEVELOPMENT PROJECT NO. 1 LAND USE(1) FISCAL YEAR 2010-11 Category No. Parcels(2) Assessed Value(3) % of Total (1) (2) (3) Residential 164 $41,200,344 1.78% Commercial 394 1,104, 204, 83 8 47.70 Industrial 249 623,369,800 26.93 Recreational 2 1,949,271 0.08 Institutional 1 1,199,900 0.05 Government 3 371,518 0.02 Exempt 143 0 0.00 Vacant Land 142 71,959,246 3.11 Cross Reference 3,326,294 0.14 Unsecured 467,479,554 20.19 Totals: 1,098 $2,315,060,765 100.00% The category values and parcel counts are based on the use codes assigned by the County to parcels on the lien date tax roll. The Cross Reference and Unsecured categories are not included in the total number of parcels. This is because values associated with these categories are applied to secured parcels that are accounted for in the other categories. The lien date values reported by the Auditor -Controller do not include tax roll adjustments that have occurred after the lien date. Source: Fiscal Consultant's Report Development in the Project Area The Redevelopment Plan provides for redevelopment within the Project Area. The Agency has identified a number of projects that are currently under construction or have been recently completed and are not yet reflected on the tax rolls. It is estimated that these projects will produce approximately $5.9 million of new assessed value for Fiscal Year 2011-12 and $1.4 million of new assessed value for Fiscal Year 2012-13. These new developments include mixed use commercial and residential buildings. For a list of these new developments and the estimated timing of their completion, see Table 5 of "APPENDIX B — FISCAL CONSULTANT'S REPORT." In addition to the development listed above, there have been 12 transfers of ownership that have occurred after the January 1, 2010, lien date for the current fiscal year. These transfers have resulted in an increase in value of $1,686,364 on the 12 properties transferred. It is estimated that this increase in value will be reflected on the tax roll for Fiscal Year 2011-12. A summary of the new developments and transfers of ownership are shown on Table 5 of the Fiscal Consultant's Report. See "APPENDIX B — FISCAL CONSULTANT'S REPORT." Finally, in December 2010, the City opened its new Civic Center, which includes a new city hall office building, attached council chambers and a community room totaling 95,500 sq. ft. In connection with that development, the City had previously completed the Temecula Civic Center Plaza, which includes a one -acre public plaza at Mercedes and Main Street and a 480 -space parking structure adjacent to the Civic Center. The parking structure provides additional parking for the Old Town area. While 43 these building developments are largely not additive to assessed value in the Project Area, the Agency anticipates the completion of the new Civic Center and parking structure will stimulate further private development in the Old Town area. Assessed Valuation; Housing Tax Increment Revenues The Project Area's aggregate base year adjusted assessed valuation is $365,093,279. The following table shows the actual assessed values for Fiscal Years 2002-03 to 2010-11 based upon the County Auditor/Controller's equalized rolls and incremental values of property within the Project Area. Secured') TABLE 2 TEMECULA REDEVELOPMENT PROJECT NO. 1 HISTORICAL VALUES AND REVENUES Base Year Fiscal Year 1987-88 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 Land $167,283,021 $334,703,867 $350,202,514 $370,266,437 $392,162,253 $426,934,738 $482,270,750 $508,605,272 $523,021,415 $517,464,986 Improvements 184,324,369 771,355,803 853,885,242 915,533,565 1,011,701,868 1,068,599,164 1,137,276,308 1,222,103,943 1,323,666,558 1,328,870,673 Personal Property 11,212,042 127,405,428 116,124,997 116,851,303 86,281,976 77,283,761 34,708,538 31,062,559 28,325,551 23,117,772 Exemptions (235,673) (8 981 781) (11,424,324) (10,113,833) (9,398,918) (11 956 277) (14,419,746) (15 865 934) (18 183 170) (21,872,220) Total Secured $362,583 759 $1.24483 317 $1 308 788,429 $1,397 517,472 $1 480 747 179 $1,560,861,386 $1,639,835,850 $1 745 905 840 $1,856,830,354 $1,847,581,211 Unsecured Land $2,211 $439,711 $396,014 $$350,114 $239,344 $211,036 $166,748 $148,158 $98,309 $81,795 Improvements 324,497 92,068,573 90,251,575 100,100,389 87,929,361 95,845,756 213,766,372 339,563,384 261,364,403 267,983,727 Personal Property 2,225,879 101,526,177 109,944,190 125,589,549 126,621,907 133,245,303 201,959,455 256,654,302 222,931,168 199,741,454 Exemptions (43 067) (53,159) (38,384) (35 108) (82,415) (151 211) (120 846) (185,183) (384,198) (327422) Total Unsecured $2,509,520 $193,981,302 $200,553.395 $226,004,944 $214,708 197 $229,150,884 $415,771,729 $596,180.661 $484,009.682 $467,479 554 Grand Total $365,093,279 $1,418,464,619 $1,509,341,824 $1,618,542,416 $1,695,455,376 $1,790,012,270 $2,055,607,579 $2,342,086,501 $2,340,840,036 $2,315,060,765 Incremental Value $1,053,371,340 $1,144,248,545 $1,253,449,137 $1,330,362,097 $1,424,918,991 $1,690,514,300 $1,976,993,222 $1,975,746,757 $1,949,967,486 % Annual Change 8.13% 8.63% 9.54% 6.14% 7.11% 18.64% 16.95% -0.06% -1.30% Gross Revenues (actual) $10,949,850 $11,896,579 $12,663,850 $15,458,291 $15,616,961 $18,741,727 $20,315,017 $20,684,075 Unavailable Housing Tax Increment $2,189,970 $2,379,316 $2,532,770 $3,091,658 $3,123,392 $3,724,633 $4,063,121 $4,136,815 Unavailable Revenues(2) (1) Secured values include state assessed non -unitary utility property. (2) Housing Tax Increment Revenues are 20% of Gross Revenues. Source: Fiscal Consultant's Report/County of Riverside. 44 The Fiscal Consultant reviewed historic reported taxable values for the Project Area in order to ascertain the rate of taxable property valuation growth over the most recent nine fiscal years beginning with 2002-03. Between 2002-03 and 2010-11, the taxable value within the Project Area increased by $896,596,146 (63.21%). Project Area values did not decline in any fiscal year from Fiscal Year 2002-03 through Fiscal Year 2008-09 but declined by $1,246,465 (-0.05%) in Fiscal Year 2009-10 and declined by $25,779,271 (-1.10%) in Fiscal Year 2010-11. Project Area unsecured values experienced reductions in value in Fiscal Year 2005-06 (5.00%) but increased dramatically in Fiscal Year 2007-08 and Fiscal Year 2008-09 due to new unsecured values added by Abbott Vascular. In 2009-10 a reduction in unsecured value of over $80 million at Abbott Vascular and unsecured value reductions elsewhere in the Project Area resulted in a $112,170,979 (-18.82%) reduction in the Project Area unsecured value. The reduction in unsecured value for 2009-10 was almost entirely offset by increased secured value of $110.9 million that resulted from expansions of the Promenade Mall and the Abbott Vascular campus. Unsecured values declined by $16.5 million in 2010-11. Of this amount, $10.1 million was the result of unsecured value declines for Abbott Vascular. From 2002-03 through 2009-10 there was steady secured value growth in the Project Area averaging 5.28% per year and totaling over $623 million. Much of this growth has been the result of broad based value increases within the Project Area. Property owners leading this growth include Temecula Towne Center Associates (the owners of the Promenade Mall) and Macy's Department Stores, Inc.1 Abbott Vascular (successor to Advanced Cardiovascular Systems, Inc.) has increased in value by approximately $304 million (222.58%) since 2002-03. Abbott Vascular recently constructed a new office building and parking structure that expanded its campus by over 380,000 square feet. For 2010-11, however, secured values declined by $9.2 million (-0.50%). This decline was despite an increase in assessed value by Temecula Towne Center Associates of $31.3 million (7.58%). The loss of value among a number of commercial properties was more than could be compensated for by those properties that increased in value. Another large property owner, International Rectifier Corp. (IRC), has seen its valuation decrease since Fiscal Year 2002-03 by $47.1 million (35.01%). This has been the result of several successful assessment appeals filed by the property owner. This property owner currently has appeals outstanding with respect to Fiscal Year 2010-11. See "APPENDIX B — FISCAL CONSULTANT'S REPORT — III. Project Area Assessed Values — A. Assessed Values." In response to the downturn in residential property values in Fiscal Years 2007-08, 2008-09 and 2009-10, the County Assessor reduced assessed values of residential parcels throughout the County due to reductions in their market values to levels below their enrolled assessed values. [The County Assessor did not make any wholesale reduction to residential property values in the County in Fiscal Year 2010-11. Residential property values within the Project Area increased steadily through 2007-08 and then dropped by $5.9 million (-11.03%) in 2008-09. Residential property values rose in 2009-10 by $1.55 million (3.2%) and then declined by $8.1 million (-16.38%) for 2010-11. (The Project Area is primarily commercial and industrial property. Residential values account for approximately 1.78% of assessed values within the Project Area.) The Fiscal Consultant indicates that there is no indication from the County Assessor that he is considering any further wholesale reductions to residential property values in the County. The Assessor has not historically enacted wholesale reductions to commercial, retail, industrial or other non-residential properties in the past but the Agency and the Fiscal Consultant can make no representations regarding the Assessor's actions in the future. The Agency is aware that some 1 Ownership of some parcels is in the name of Macy's Department Stores, Inc. and other parcels are in the name of related entities. For convenience of reference, the term Macy's Department Stores, Inc. shall include Macy's Department Stores, Inc. and such related entities. 45 commercial centers within the Project Area are experiencing vacancies. It is unclear if or how these vacancies may impact Project Area assessed values in future years. The following table shows the ten largest contributors to the Housing Tax Increment Revenues in the Project Area. TABLE 3 TEMECULA REDEVELOPMENT PROJECT NO. 1 TOP TEN TAXABLE PROPERTY OWNERS FISCAL YEAR 2010-11 Property Owner Type of Business % Total Project % Total Area Incr. Total Value Value (2) Value Abbott Vascular Temecula Towne Center Associates International Rectifier(1) Inland Western Temecula Commons(1) Macy's Department Stores, Inc.(1) DCH Investments Inc.(1) Kimco Palm Plaza Costco Wholesale Corporation KIR Temecula LP 27511 Ynez Road LLC(1) Total Project Area Value Project Area Total Incremental Value Medical appliances mfg. Regional shopping center Electronic mfg. Commercial shopping center Retail store Vacant land/Auto dealer Commercial shopping center Retail store Commercial shopping center Commercial shopping center $440,575,389 19.03% 22.59% 147,339,138 6.36 7.56 81,401,317 3.52 4.17 48,977,036 2.12 2.51 47,204,187 2.04 2.42 33, 852,494 1.46 1.74 25,469,736 1.10 1.31 24,558,607 1.06 1.26 20,692,588 0.89 1.06 20,305,356 0.88 1.04 $890,375,848 38.46 45.66 $2,315,060,765 38.36 $1,949,967,486 (1) Assessment Appeals Pending. See APPENDIX B — FISCAL CONSULTANT'S REPORT — IV — Tax Allocation and Disbursement — F. — Assessment Appeals." (2) Total may not add due to rounding. Source: Fiscal Consultant's Report. 45.66 In 2009-10, Abbott Vascular completed an expansion of its campus. The expansion entailed construction of over 383,000 square feet of office space and a three-story parking garage. The project increased Abbott Vascular's assessed value by $92.6 million above its value for 2008-09 and added significantly to its share of the Project Area's total and incremental assessed value. In 2010-11, the assessed values attributable to Abbott Vascular declined by $9.4 million (-2.08%). In 2009, Temecula Towne Center Associates, owners of the Temecula Promenade shopping mall, completed an expansion of its mall property improvements to add approximately 126,000 square feet of retail space. This expansion increased Temecula Towne Center Associates' assessed values by $18.99 million (19.4%) over Fiscal Year 2007-08. The expansion of the Temecula Promenade Mall was completed earlier in 2009 and not all of the new assessed value was reflected in the 2009-10 tax roll. An additional $30.2 million (25.8%) in value was added to the tax rolls for 2010-11 as the full completed value of the shopping center expansion was realized. See "APPENDIX B — FISCAL CONSULTANT'S REPORT —herein for additional information with respect to the Abbott Vascular's properties and the Temecula Towne Center Associates' properties. Appeals of Assessed Values Pursuant to California law, property owners may apply for a reduction of their property tax assessment by filing a written application, in the form prescribed by the State Board of Equalization, with 46 the appropriate county board of equalization or assessment appeals board. After the applicant and the assessor have presented their arguments, the appeals board makes a final decision on the proper assessed value. The appeals board may rule in the assessor's favor or in the applicant's favor or the appeals board may set its own opinion of the proper assessed value, which may be more or less than either the assessor's opinion or the applicant's opinion. Any reduction in the assessment ultimately granted applies to the year for which application is made and during which the written application was filed. After a reduction is allowed, the property is reviewed on an annual basis to determine its full cash value, and the valuation may be adjusted accordingly. This may result in further reductions or increases in value. Such increases are in accordance with the actual cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the California Constitution. Once the property has regained its prior value, adjusted for inflation, it is once again subject to the annual inflationary growth rate allowed under Article XIIIA. Appeals for reduction in the "base year" value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively after that. The "base year" is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date. Refunds for taxpayer overpayment of property taxes may include refunds for overpayment of taxes in years after that which was appealed. Any taxpayer payment of property taxes that is based on a value that is subsequently adjusted downward will require a refund for overpayment. Assessment appeals data from the County has been reviewed by the Fiscal Consultant to determine the potential impact that pending appeals may have on the projected Housing Tax Increment Revenues. Within the Project Area since 2006, there have been a total of 232 appeals filed. Of these, 23 have been allowed with a reduction in value, 41 have been denied or withdrawn and there are 168 assessment appeals currently pending. Reductions in value on the successful appeals have totaled $53,173,038. The amount of assessed value currently under appeal is $777,358,768. Based upon the historical rate that appeals have been allowed with a reduction in value and upon the average reduction in value that has been allowed on those successful appeals, the Fiscal Consultant has estimated the loss in value that may result from the currently pending appeals. By applying these historical averages to the pending appeals, the Fiscal Consultant has estimated that the Agency will experience a loss of assessed value of $43,789,250 on 60 of the pending appeals during 2011-12. The following table summarizes the Fiscal Consultant's estimate for losses on pending appeals. 47 Total No. of Appeals 232 TABLE 4 TEMECULA REDEVELOPMENT PROJECT NO. 1 ASSESSMENT APPEALS SUMMARY No. of No. of Resolved Successful Appeals Appeals Assessment Appeals Summary Average Reduction 64 23 15.67% Source: Fiscal Consultant's Report. No. & Value of Appeals Pending 168 ($777,358,768) Est. No. of Appeals Allowed Est. Reduction on Pending Appeals Allowed (2011-12 Value Adjustment) 60 $43,789,250 Within the top ten tax payers in the Project Area, five have filed assessment appeals that are currently pending. International Rectifier is seeking a reduction of its 2009-10 assessed value in the amount of $26.5 million (-30.3%) and Inland Western Temecula Commons is seeking reduction of its 2010-11 valuation in the amount of $22.04 million (50.37%). DCH Investment Inc. is seeking reduction of its valuation for Fiscal Year 2009-10 and Macy's Department Stores, Inc. and 27511 Ynez Road are seeking reductions of their 2010-11 assessed values. The table below summarizes the reductions in assessed value sought by these taxpayers. TABLE 5 TEMECULA REDEVELOPMENT PROJECT NO. 1 TOP TEN TAXPAYER ASSESSMENT APPEALS Owners Max. No. of Value Under Opinion Potential Owner Fiscal Year Parcels Appeal Value Value Loss International Rectifier 2009-10 1 $87,493,442 $61,000,000 $26,493,442 Inland Western Temecula Commons 2010-11 8 44,407,036 22,040,000 22,367,036 DCH Investments Inc. 2009-10 7 25,558,454 16,150,000 9,408,454 Macy's Department Stores, Inc. 2010-11 2 9,464,343 5,500,000 4,146,343 27511 Ynez Road 2010-11 1 17,582,403 12,200,000 5,382,403 Source: Fiscal Consultant's Report. Where a property owner has a pending assessment appeal on the initial valuation of a new development, a successful appeal will adjust the base value for the property and that base value will carry forward into future years. The assessor typically rolls a reduction in value for a particular fiscal year forward into subsequent years with adjustments for inflation, improvements to the property and other factors. However, if the values are reduced, the taxpayer may receive property tax refunds for the cumulative reductions. See "APPENDIX B —FISCAL CONSULTANT'S REPORT." Many of the successful appeals filed in the Project Area are based on Section 51 of the Revenue and Taxation Code, which requires that for each lien date the value of real property shall be the lesser of its base year value annually adjusted by the inflation factor pursuant to Article XIIIA of the California Constitution or its full cash value taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Significant reductions have taken place in some counties due to declining real estate values. Reductions made under this code section may be initiated by the assessor or requested by the property owner. After a roll 48 reduction is granted under this section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases shall be in accordance with the actual full cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the California Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA. Direct and Overlapping Bonded Debt Table 6 below sets forth the existing authorized indebtedness payable from taxes and assessments that may be levied on territory within the Project Area prepared by California Municipal Statistics, Inc. based on Fiscal Year 2010-11 assessment roll information available to it as of February 1, 2011 (the "Debt Report"). It does not include the 2011 Bonds. The Debt Report is included for general information purposes only. In certain cases, the percentages of debt calculations are based on assessed values, which will change as sales occur and assessed values change to reflect market values. [The aggregate assessed value and incremental assessed value differ slightly from those in the Fiscal Consultant's Report because .] The Agency believes the information is current as of its date but makes no representation as to its completeness or accuracy. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the Project Area in whole or in part. Such long-term obligations generally are not payable from property taxes, assessments or special taxes on land in the Project Area. In many cases long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. Additional indebtedness could be authorized by the Agency, the City or other public agencies at any time. The Agency has not undertaken to commission annual direct and overlapping bonded debt statements relating to the Project Area for purposes of its Annual Reports pursuant to the Continuing Disclosure Agreement. 49 TABLE 6 TEMECULA REDEVELOPMENT PROJECT NO. 1 SECURED PROPERTY TAX ROLL AND DIRECT AND OVERLAPPING DEBT 2010-11 Assessed Valuation: $2,300,429,886 Base Year Valuation: 365,093,279 Incremental Valuation: $1,935,336,607 DIRECT DEBT: % Applicable Debt 2/1/11 2002 Tax Allocation Bonds 100. % $25,205,000 2006 Series A Tax Allocation Bonds 100. 17,050,000 2006 Series B Tax Allocation Bonds 100. 2,990,000 2007 Subordinate Tax Allocation Bonds 100. 15,595,000 2010 Series A Tax Allocation Housing Bonds 100. 1,035,000 2010 Series B Taxable Tax Allocation Housing Bonds 100. 12,720,000 TOTAL DIRECT DEBT $74,595,000 (1) Ratio to Incremental Valuation: 3.85% OVERLAPPING TAX AND ASSESSMENT DEBT: Metropolitan Water District 0.020% $ 51,015 Eastern Municipal Water District, I.D. No. U-8 17.812 839,658 Temecula Valley Unified School District 14.092 4,350,200 City of Temecula Certificates of Participation 19.494 810,950 Riverside County 1915 Act Bonds (Estimate) 18.597 585,963 City of Temecula Community Facilities District No. 88-12 15.671 1 355 542 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $7,993,328 OVERLAPPING GENERAL FUND DEBT: Riverside County General Fund Obligations 0.250% $1,790,039 Riverside County Pension Obligations 0.250 937,750 Riverside County Board of Education Certificates of Participation 0.250 15,425 Mt. San Jacinto Community College District General Fund Obligations 0.661 82,427 City of Temecula Certificates of Participation 3.701 875 842 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $3,701,483 Less: Riverside County self-supporting obligations 36,184 TOTAL NET OVERLAPPING GENERAL FUND DEBT $3,665,299 GROSS COMBINED TOTAL DIRECT AND OVERLAPPING DEBT NET COMBINED TOTAL DIRECT AND OVERLAPPING DEBT $86,289,811 (2) $86,253,627 (1) Excludes Tax Allocation Housing Bonds to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non -bonded capital lease obligations Ratios to 2010-11 Assessed Valuation: Gross Combined Total Direct and Overlapping Debt 3.75% Net Combined Total Direct and Overlapping Debt 3.75% STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/10: $0 Source: California Municipal Statistics. 50 Project Area Pass -Through Agreements See "APPENDIX B — FISCAL CONSULTANT'S REPORT" herein for a discussion of certain Pass -Through Agreements and other contracts to which the Agency is a party. The Housing Tax Increment Revenues pledged to the repayment of the 2011 Bonds has a lien on the Agency revenues that is superior to the payment required by the Pass -Through Agreements and such other contracts. COVERAGE ANALYSIS The following table sets forth projections of Housing Tax Increment Revenues for the Project Area, together with the estimated debt service coverage for the 2011 Bonds to August 1, 2039. These projections are based on certain assumptions, and no assurance can be given that this or any level of Housing Tax Increment Revenues will be achieved. See "RISK FACTORS — Estimated Housing Tax Increment Revenues" herein. Although the Agency expects to receive a cash subsidy payment from the United States Treasury pursuant to the Recovery Act equal to 35% of the interest payable on the 2010 Series B Bonds on or about each Interest Payment Date, any cash subsidy payments received by the Agency will be applied towards low and moderate income housing purposes or as otherwise permitted by law and are not pledged to pay debt service on the 2010 Bonds, the 2011 Bonds or any Parity Bonds. Any such cash subsidy payments are not taken into account in the Estimated Debt Service coverage set forth in Table 7 below. 51 TABLE 7 TEMECULA REDEVELOPMENT PROJECT NO. 1 Projected Debt Service Coverage" Housing Fiscal Year Total Tax Total Estimated (June 30)/ Taxable Incremental Gross Tax Increment Debt Debt Bond Year Value Value Increment Revenues 2010 2011 Service Service (August 1) (000's) (000's) (000's) (000's)(2) Bonds Bonds* (000's)` Coverage 2011 $2,315,061 $1,949,967 $19,695 $3,939 N/A N/A 2012 2,294,232 1,929,139 19,438 3,888 2013 2,316,304 1,951,211 19,646 3,929 2014 2,358,179 1,993,086 20,066 4,013 2015 2,400,892 2,035,799 20,495 4,099 2016 2,444,459 2,079,366 20,932 4,186 2017 2,488,898 2,123,805 21,378 4,276 2018 2,534,225 2,169,132 21,833 4,367 2019 2,580,459 2,215,366 22,297 4,459 2020 2,627,618 2,262,524 22,771 4,554 2021 2,675,719 2,310,626 23,253 4,651 2022 2,724,783 2,359,690 23,746 4,749 2023 2,774,828 2,409,735 24,248 4,850 2024 2,825,874 2,460,781 24,760 4,952 2025 2,877,941 2,512,848 25,283 5,057 2026 2,931,049 2,565,956 25,816 5,163 2027 2,985,220 2,620,126 26,360 5,272 2028 3,040,473 2,675,380 26,914 5,383 2029 3,096,832 2,731,739 27,480 5,496 2030 3,154,318 2,789,225 28,057 5,611 2031 3,212,954 2,847,861 28,646 5,729 2032 3,272,762 2,907,669 29,246 5,849 2033 3,333,767 2,968,674 29,858 5,972 2034 3,395,992 3,030,898 30,483 6,097 2035 3,459,461 3,094,368 31,028 6,206 2036 3,524,199 3,159,106 31,653 6,331 2037 3,590,233 3,225,139 32,313 6,463 2038 3,657,587 3,292,494 32,987 6,597 2039 3,726,288 3,361,195 33,674 6,735 (1) (2) For a discussion of assumptions made with respect to the projections of total taxable value and Housing Tax Increment Revenues, see "APPENDIX B - FISCAL CONSULTANT'S REPORT." Among the assumptions made are an assumption of a 0.753% growth rate on real property value in Fiscal Year 2011-12, 1% growth in Fiscal Year 2012-13 and 2% growth in Fiscal Year 2013-14 and any fiscal year thereafter, an increase in values related to property transfers since January 1, 2010, and an increase related to a number of projects identified by the Agency that are currently under construction or have been recently completed and are not yet reflected on the tax rolls. It is estimated that projects currently under construction or recently completed will produce $5,847,000 in new assessed value for Fiscal Year 2011-12 and $1,355,000 of new assessed value for Fiscal Year 2012-13. In addition to these new developments, there have been 12 transfers of ownership that have occurred after the January 1, 2010, lien date which are estimated to result in an increase in assessed value of $1,686,000 for Fiscal Year 2011-12. Housing Tax Increment Revenues are 20% of the Gross Tax Increment. Source: Fiscal Consultant's Report/City of Temecula as to assessed value and Housing Tax Increment Revenues and Stone & Youngberg LLC as to debt service. Preliminary, subject to change. 52 THE TEMECULA PUBLIC FINANCING AUTHORITY The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers Agreement, dated April 10, 2001, by and between the City and the Agency in accordance with the provisions of the Act. The Authority was created for the purpose of providing financing for public capital improvements for the City and the Agency through the acquisition by the Authority of such public capital improvements and/or the purchase by the Authority of local obligations within the meaning of the Act and/or the making of secured or unsecured loans to the City or the Agency in connection with the financing of public capital improvement projects. Under the Act, the Authority has the power to purchase the 2011 Bonds and resell them to the Underwriter. The Authority has no responsibility whatsoever for repayment of the 2011 Bonds. CERTAIN LEGAL MATTERS Legal Opinions The legal opinion of Quint & Thimmig LLP, San Francisco, California, as Bond Counsel, approving the validity of the 2011 Bonds, will be made available to purchasers at the time of original delivery of the 2011 Bonds, and the proposed form thereof appears in Appendix D hereto. McFarlin & Anderson LLP is serving as Disclosure Counsel to the Agency. Certain legal matters will be passed upon for the Agency by Richards, Watson & Gershon, Agency Counsel. Stradling Yocca Carlson & Rauth, a Professional Corporation, is acting as Underwriter's Counsel. Enforceability of Remedies The remedies available to the Trustee and the registered Owners of the 2011 Bonds upon an event of default under the Indenture and any other document described herein are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the 2011 Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the 2011 Bonds are subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. CONTINUING DISCLOSURE The Agency has covenanted for the benefit of owners and Beneficial Owners of the 2011 Bonds to provide certain financial information and operating data relating to the Agency by not later than eight months following the end of the Agency's fiscal year (which reporting date would be March 1), commencing with the report for the 2010-11 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 (the "EMMA System") in an electronic format and accompanied by identifying information as prescribed by the MSRB. The notices of significant events will be filed by the Agency with the MSRB through the EMMA System. The specific nature of the information to be contained in the Annual Report or the notices of significant events is set forth in the Form of Continuing Disclosure Certificate in Appendix E hereto. These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2 -12(b)(5). The Agency has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of significant events. 53 ABSENCE OF LITIGATION At the time the 2011 Bonds are delivered, the Agency will certify that, to the best knowledge of the officers of the Agency so certifying, there is no litigation pending with respect to which the Agency has been served with process or known to be threatened against the Agency in any court or other tribunal of competent jurisdiction, State or federal, which seeks to enjoin or challenges the authority of the Agency to participate in the transactions contemplated by this Official Statement, the 2011 Bonds or the Indenture. The public policy debate concerning the Governor's proposals regarding redevelopment has raised the interest of many citizens in redevelopment agencies and their activities. In the City, some citizens have criticized the Agency's proposed action to adopt a resolution opposing the Governor's proposals to eliminate redevelopment and to various agreements to provide assistance to projects for housing at rents affordable to persons or families of low and moderate income. In the political rhetoric supporting the Governor's proposals and opposing redevelopment activities, many citizens have claimed that redevelopment activities are "illegal" and claim that citizens should do all that they can to reign in the "illegal" redevelopment activities. It is difficult for the Agency to differentiate an individual's political rhetoric from a credible intent or threat to file litigation against the Agency with respect to the bonds or its affordable housing projects. TAX MATTERS 2011 Bonds Federal tax law contains a number of requirements and restrictions which apply to the 2011 Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of 2011 Bond proceeds, and certain other matters. The Agency has covenanted to comply with all requirements that must be satisfied in order for the interest on the 2011 Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the 2011 Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the 2011 Bonds. Subject to the Agency's compliance with the above -referenced covenants, under existing law, in the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, interest on the 2011 Bonds (i) is excludable from the 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 (the "Code"), but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. The Code includes provisions for an alternative minimum tax ("AMT") for corporations in addition to the corporate regular tax in certain cases. The AMT for a corporation, if any, depends upon the corporation's alternative minimum taxable income ("AMTI"), which is the corporation's taxable income with certain adjustments. One of the adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an amount equal to 75% of the excess of such corporation's "adjusted current earnings" over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction). "Adjusted current earnings" would generally include certain tax-exempt interest, including interest on the 2011 Bonds. In rendering its opinion, Bond Counsel will rely upon certifications of the Agency and others with respect to certain material facts within their respective knowledge. Bond Counsel's opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result. 54 Ownership of the 2011 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the 2011 Bonds should consult their tax advisors as to applicability of any such collateral consequences. The issue price (the "Issue Price") for each maturity of the 2011 Bonds is the price at which a substantial amount of such maturity of the 2011 Bonds is first sold to the public. The Issue Price of a maturity of the 2011 Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the inside cover page hereof Owners of 2011 Bonds who dispose of 2011 Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase 2011 Bonds in the initial public offering, but at a price different from the Issue Price or purchase 2011 Bonds subsequent to the initial public offering should consult their own tax advisors. If a 2011 Bond is purchased at any time for a price that is less than the 2011 Bond's stated principal amount at maturity (the "Reduced Issue Price"), the purchaser will be treated as having purchased a 2011 Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a 2011 Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as it accrues. Such treatment would apply to any purchaser who purchases a 2011 Bond for a price that is less than its Revised Issue Price. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such 2011 Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the 2011 Bonds. An investor may purchase a 2011 Bond at a price in excess of its stated principal amount. Such excess is characterized for federal income tax purposes as "bond premium" and must be amortized by an investor on a constant yield basis over the remaining term of the 2011 Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor's basis in the 2011 Bond. Investors who purchase a 2011 Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the 2011 Bond's basis for purposes of computing gain or loss in connection with the sale, exchange or early retirement of the related 2011 Bond. There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the 2011 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the 2011 Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation. The Internal Revenue Service (the "Service") has an ongoing program of auditing tax exempt obligations to determine whether, in the view of the Service, interest on such tax exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the 2011 Bonds. If an audit is commenced, under current procedures the Service may treat the Agency as a taxpayer and the 2011 55 Bondowners may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the 2011 Bonds until the audit is concluded, regardless of the ultimate outcome. See "RISK FACTORS — IRS Audit of Tax -Exempt Bond Issues." Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations, including the 2011 Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any 2011 Bondowner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any 2011 Bondowner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes. In the further opinion of Bond Counsel, interest on the 2011 Bonds is exempt from personal income taxation imposed by the State. Ownership of the 2011 Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the 2011 Bonds. Prospective purchasers of the 2011 Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. The complete text of the final opinion that Bond Counsel expects to deliver upon issuance of the 2011 Bonds is set forth in Appendix D. UNDERWRITING The Agency will sell the 2011 Bonds to the Authority for immediate resale to Stone & Youngberg LLC (the "Underwriter"). The 2011 Bonds are being purchased from the Authority by the Underwriter on _ , 2011, at a purchase price of $ (which represents the aggregate principal amount of the 2011 Bonds of $ , less an underwriter's discount of $ , and plus net original issue premium of $ ). The initial public offering prices stated on the inside cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the 2011 Bonds to certain dealers, banks, acting as agents, and others at prices lower than said public offering prices. The Underwriter has entered into an agreement (the "Distribution Agreement") with First Republic Securities Company LLC, Member FINRAISIPC, a subsidiary of First Republic Bank, for retail distribution of certain municipal securities offerings, at the original issue prices. Pursuant to the Distribution Agreement, if applicable to the 2011 Bonds, the Underwriter will share a portion of its underwriting compensation, with respect to the 2011 Bonds, with First Republic Securities Company LLC. Bonds. RATING Standard & Poor's Ratings Services has assigned its municipal bond rating of "__" to the 2011 56 The credit rating reflects the view of the rating agency and any explanation of the significance of such rating should be obtained from the agency. There is no assurance that any rating will not subsequently be revised or withdrawn entirely if, in the judgment of the assigning agency, circumstances so warrant. The Agency undertakes no responsibility either to bring to the attention of the Owners of the 2011 Bonds any downward revision or withdrawal of such rating, and any such downward revision or withdrawal could have an adverse effect on the market price of the 2011 Bonds. The Agency has no obligation to maintain any rating for the 2011 Bonds. PROFESSIONAL FEES In connection with the issuance of the 2011 Bonds, fees payable to certain professionals, including the Underwriter, Quint & Thimmig LLP, as Bond Counsel, Fieldman, Rolapp & Associates, as Financial Advisor, McFarlin & Anderson LLP, as Disclosure Counsel to the Agency, and U.S. Bank National Association, as Trustee, are contingent upon the issuance of the 2011 Bonds. MISCELLANEOUS The purpose of this Official Statement is to supply information to prospective buyers of the 2011 Bonds. Quotations from, and summaries and explanations of, the Indenture and other documents and statutes contained herein do not purport to be complete, and reference is made to such documents, the Indenture and statutes for full and complete statements of their provisions. Unless otherwise noted, all information contained in this Official Statement pertaining to the Agency, the Authority and the Project Area has been furnished by the Agency. Any statement in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Agency and the purchasers or registered Owners of any of the 2011 Bonds. The execution and delivery of this Official Statement have been duly authorized by the Agency. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Shawn Nelson, Executive Director 57 APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B FISCAL CONSULTANT'S REPORT [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C TEMECULA REDEVELOPMENT AGENCY COMPONENT UNIT FINANCIAL STATEMENTS FOR FISCAL YEAR ENDING JUNE 30, 2010 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D FORM OF OPINION OF BOND COUNSEL Upon delivery of the 2011 Bonds, Quint & Thimmig LLP, San Francisco, California, Bond Counsel to the Redevelopment Agency of the City of Temecula proposes to render its final approving opinion with respect to the 2011 Bonds in substantially the following form: [Date of Issuance] Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, California 92589-9033 OPINION: $ Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Members of the Agency: We have acted as bond counsel in connection with the issuance by the Redevelopment Agency of the City of Temecula (the "Agency") of its $ Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "Bonds"), pursuant to the provisions of the Community Redevelopment Law of the State of California (the "Law"), Resolution No. RDA 11 adopted by the Agency on February 22, 2011, and an Indenture of Trust, dated as of March 1, 2010 (the "Original Indenture"), 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 Original Indenture, as amended and supplemented by the First Supplement, is referred to below as the Indenture. In connection with this opinion, we have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Agency contained in the Indenture and in the certified proceedings and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing we are of the opinion, under existing law, that: 1. The Agency is duly created and validly existing as a public body, corporate and politic, with the power to enter into the Indenture, perform the agreements on its part contained therein and issue the Bonds. 2. The First Supplement has been duly approved by the Agency and constitutes a valid and binding obligation of the Agency enforceable in accordance with its terms. D-1 3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the Indenture for the security of the Bonds, on a parity with the lien thereon with respect to the 2010 Bonds and any future Parity Debt, as such capitalized terms are defined in the Indenture. 4. The Bonds have been duly authorized, executed and delivered by the Agency and are valid and binding special obligations of the Agency, payable solely from the sources provided therefor in the Indenture. 5. Subject to the Agency's compliance with certain covenants, interest on the Bonds is (i) 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. Failure by the Agency to comply with one or more of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity. In rendering this opinion, we have relied upon certifications of the Agency and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and the facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, D-2 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX F GENERAL INFORMATION REGARDING THE CITY The following information is provided for general background information only. The City of Temecula (the "City') has no responsibility whatsoever with respect to the payment of the 2011 Bonds or the obligations of the Agency under the Indenture. General Information Following a vote by the residents on November 7, 1989, the City incorporated under the general laws of the State of California on December 1, 1989. The City has a Council -Manager form of government, and is represented by the five members of the City Council who are each elected at -large to serve a four-year term. The Mayor is selected annually by the members of the City Council. The Temecula Community Services District (TCSD) was also established in 1989. The TCSD is responsible for providing parks and recreation services to the citizens of Temecula, as well as street lighting and slope maintenance in certain areas of the district. Other governmental entities, such as the State of California, the County of Riverside and various school, water and other districts, also provide various levels of service within the City. However, the City Council does not have a continuing oversight responsibility over these other governmental entities. Located on Interstate 15, the City of Temecula is the 9th largest city in the Inland Empire and the 4th largest in Riverside County, encompassing 30.15 square miles. The City of Temecula is 85 miles southeast of Los Angeles, 60 miles north of San Diego, 61 miles southeast of Orange County, and 20 miles inland from the cities of San Juan Capistrano and Oceanside. The City's approximately 105,029 residents are offered a broad range of housing options from apartments to luxury custom homes. F-1 Population From 2001 — 2010, the City's population grew from 61,768 to 105,029, a gain of 43,261 or 70.0%. In this same period, Riverside County added 549,404, a gain of 34.6%. CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION FROM 2000 TO 2010 Year Temecula Riverside County Population % Change Population % Change 2001* 61,768 2002 73,086 2003 75,873 2004 78,637 2005 81,674 2006** 93,683 2007 97,131 2008 99,809 2009 102,713 2010 105,029 Includes annexation of Vail Ranch area. Includes annexation ofRedhawk area. 18.3 3.8 3.6 3.9 14.7 3.7 2.8 2.9 2.3 1,590,131 1,652,835 1,724,335 1,804,037 1,883,572 1,962,198 2,030,054 2,077,183 2,109,882 2,139,535 Source: California Department of Finance. Construction Activity The following table shows a five year history of construction activity in the City. CITY OF TEMECULA BUILDING PERMITS AND VALUATIONS (Calendar Year 2005 — 2009) 3.9 4.3 4.6 4.4 4.2 3.5 2.3 1.6 1.4 2005 2006 2007 2008 2009 Valuation ($000): Residential 261,657,164 145,638,382 194,888,351 100,451,479 72,006,373 Non-residential 73,749,612 144,623,957 151,320,960 138,074,079 20,866,892 Total 335,406,776 290,262,339 346,209,311 238,525,558 92,873,265 Residential Units: Single family 996 589 697 301 323 Multiple family 360 18 237 274 32 Total 1,356 607 934 575 355 Source: Construction Industry Research Board. F-2 Economic Condition and Outlook Temecula's economic base is anchored by a number of firms specializing in biomedical technology and supplies, high technology controllers and semi -conductors, among others. The City's retail base is also experiencing growth and is home to several auto dealers including Honda, Ford, Mazda and Toyota. The following table sets forth major manufacturing and non -manufacturing employers: CITY OF TEMECULA LARGEST EMPLOYERS BY NUMBER OF EMPLOYEES (As of June, 2010) Approximate No. of Employees Type of Business Employer Abbott Vascular (Abbott Laboratories f/k/a Guidant Corporation or Abbott Cardiovascular Systems, Inc.) 3,120 Medical equipment Temecula Valley Unified School District 2,696 Public school system Professional Hospital Supply 1,200 Medical equipment and supplies International Rectifier 584 Power semi -conductors Macy's Department Stores, Inc. 319 Retail Costco Wholesale Corporation 318 Wholesale warehouse Chemi-Con International 272 Manufacturing Milgard Manufacturing 250 Windows Southwest Traders 250 Distribution Plant Equipment, Inc. 222 Telephone equipment Norm Reeves Auto Group 212 Auto Dealer FFF Enterprises Inc. 184 Pharmaceutical Channell Commercial Corp. 180 Cable enclosures Dayton Hudson Corporation/Target 176 Retail Temecula Creek Inn 174 Hotel Stater Bros. 170 Grocery Opto 22, Inc. 170 Manufacturing Sears 170 Retail JC Penny Company 165 Retail Toyota of Temecula Valley 160 Auto Dealer Source: City Finance Department. Financial Information The City's financial records for general governmental operations are maintained on a modified accrual basis, with revenues recorded when available and measurable and expenditures recorded when the services or goods are received and the liability incurred. Management of the City is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the government are protected from loss, theft or misuse and to ensure that adequate accounting data are compiled to allow the preparation of financial statements in conformity with generally accepted accounting principles. The internal control structure is designed to provide reasonable, but not absolute, assurance that these objectives are met. The concept of reasonable assurance recognizes that: (1) the cost of the control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management. F-3 Budgetary Policy and Control Budgets are adopted annually by the City Council by resolution and are prepared for each fund in accordance with its basis of accounting. As provided by City ordinance, the Finance Officer is responsible for preparing the budget and for its implementation after adoption. All appropriations lapse at year end. The City Manager has the legal authority to transfer operating budget appropriations within a budgetary department, provided that total appropriations for a department are not changed. Changes to total departmental appropriations require the majority approval of the City Council. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual budget adopted by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) is established by department. Sales Tax History The City of Temecula provides high quality services to residents. Industrial and business parks offering clean industries and convenient office space provide growing employment opportunities. The retail community is expanding rapidly with excellent shopping venues including the regional Promenade Mall, a unique Historic Old Town area, and neighborhood strip centers. A wide selection of restaurants allows diners to choose between nationally recognized chains or intimate dining bistros. Source: City of Temecula. CITY OF TEMECULA SALES TAX HISTORY Year Amount 2000-01 $16,321,929 2001-02 $19,237,317 2002-03 $21,572,199 2003-04 $25,392,314 2004-05 $27,802,830 2005-06 $31,788,183 2006-07 $30,069,312 2007-08 $27,185,873 2008-09 $23,087,328 2009-10 $23,503,682 F-4 Taxpayer(1) CITY OF TEMECULA PRINCIPAL SECURED PROPERTY OWNERS FOR FISCAL YEAR 2010-11 Type of Business Secured 2010-11 Assessed Valuation (in 000s) Unsecured 2010-11 Assessed Valuation (in 000s) Total Percent of 2010-11 Total Assessed Assessed Valuation (Valuation) (in 000s) Abbott Vascular (2) Temecula Towne Center Associates International Rectifier Corporation Universe at Temecula Park(3) Temecula Properties Lakha Properties Temecula TC(3) Cape May Harveston Company Macy's Department Stores, Inc.(3) Redhawk Towne Center II(3) Kimco Palm Plaza (1) (Z) (3) Medical Appliances Mfg. Regional Mall Electronics Mfg. Residential Housing Industrial Regional Shopping Center Residential Housing Retail Department Store Commercial Center Shopping Center Totals $205, 759 147,752 81,401 55,720 54,287 52,765 49,323 37,558 46,488 46,162 $777,216 $262,115 0 0 0 0 0 0 9,646 0 0 $271,761 3.96% 1.25 .69 .47 .46 .45 .42 .40 .39 .39 8.88% $467,873 147,752 81,401 55,720 54,287 52,765 49,323 47,204 46,488 46,162 $1,048,977 Assessed values of parcels owned by related entities have been aggregated. The facility operating in the City is locally now known as Abbott Vascular, which is a subsidiary of Abbott Laboratories. Ownership of some parcels is in the name of Advanced Cardiovascular Systems, Inc., or Abbott Cardiovascular Systems, Inc. Abbott Laboratories acquired Advanced Cardiovascular Systems, Inc. in April 2006, in connection with Boston Scientific Corporation's purchase of Guidant Corporation. Some personal property and fixtures are listed as owned by Abbott Vascular, Inc. Owner had pending appeals on one or more parcels. Source: HdL Coren & Cone. CITY OF TEMECULA ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY FOR THE FISCAL YEARS 2001-02 THROUGH 2010-11 (Values in Thousands) Total Fiscal Secured and Real Estate Net Taxable Homeowners Year Unsecured Exemptions Assessed Value Exemption 2001-02 5,201,010 (33,360) 5,167,650 2002-03 6,201,896 (30,010) 6,171,886 2003-04 6,931,291 (43,142) 6,888,149 2004-05 7,794,688 (53,240) 7,741,448 2005-06 10,328,097 (51,063) 10,277,034 2006-07 11,836,051 (75,082) 11,760,969 2007-08 13,434,244 (88,037) 13,346,207 2008-09 13,537,220 (101,367) 13,435,853 2009-10 12,003,561 (112,286) 11,891,275 2010-11 11,932,587 (116,038) 11,816,549 Source: Riverside County Assessor's Office/HdL Coren & Cone. F-5 (68,938) (82,926) (92,362) (94,237) (108,654) (111,392) (113,341) (114,841) (115,783) (115,944) Net Total Estimated Assessed Actual Value Value 5,098,712 5,098,712 6,088,960 6,088,960 6,795,787 6,795,787 7,647,211 7,647,211 10,168,380 10,168,380 11,649,577 11,649,577 13,232, 866 13,232, 866 13,321,012 13,321,012 11, 775, 492 11, 775, 492 11, 700, 605 11, 700, 605 General Information Industrial Real Estate. According to the Husing Report, dated September 10, 2008, the City is part of America's strongest industrial market. In 2002, the Inland Empire saw its manufacturers and distributors take a record 48.0 million square feet of space. However, by the 2nd Quarter 2008, the area's vacancy rate was 17.5% based on construction of 18.4 million square feet in the prior 12 months. In June 2008, the City had 10.5 million square feet of manufacturing space in existence or under construction representing 2.3% of the Inland Empire's 457.4 million square feet. Only 292,413 square feet of the City's space was vacant, giving it a 2.8% rate, with no facilities under construction. Another 249,715 square feet were occupied but coming on to the market, making 5.2% of its stock eventually available. According to Grubb & Ellis, the Inland Empire's office market had 27.2 million square feet of office space completed or under construction in June 2008. The City was the area's 8th largest sub -market with 1.47 million square feet or 5.4% of the market and only 5,937 square feet under construction. Agriculture. The climate and soil in the City are particularly favorable for growing avocado, grape and citrus crops. There are currently several agricultural management firms in the Temecula area which manage agricultural production of thousands of acres of land owned by individual investors, partnerships and corporations. The agricultural managers apply economies of scale, by combining many small and medium sized parcels of land as if these parcels were one large ranch. In addition, a substantial wine industry has been developed in the area near the City. As of January, 2011, there were approximately fifty-five (55) vineyards and wineries which produce wine with locally grown grapes. Climate. Temecula Valley enjoys a mild Mediterranean climate with year-round temperatures averaging in the mid 70's. The weather is comparable to the Napa Valley, as evidenced by a thriving wine industry, with warm, dry days and cool evenings. Summer -time temperatures, which can average in the mid 80's or the mid 90's during the day, are often cooled by afternoon ocean breezes blowing into the valley through gaps in the Santa Ana foothills to the west. Although separated from the Pacific by the Santa Rosa range of mountains, the Rainbow Gap funnels the mild beach climate into the valley. Mild winter temperatures average in the mid 60's. Yearly average rainfall in the Temecula Valley is approximately 14 inches, as compiled by the Rancho California Water District. The quality of air in the Temecula Valley is consistently better than that of surrounding communities. Ocean breezes flow through the Rainbow Gap almost every day, sweeping away smog. In the summer, Pacific winds yield temperatures up to 10 degrees lower than in towns just a few miles away. Education. The City is served by Temecula Valley Unified School District, one of the fastest growing school districts in the State, with 5 high schools (including 2 alternative schools), 6 middle schools, 3 charter schools, 1 home -schooling program, 17 elementary schools and 1 adult school. In addition, there are 11 private schools and several preschools. The general boundaries extend north to Jean Nicholas Road in French Valley, south to the Riverside County line, east to Vail Lake and west to the Temecula city limit. The District covers approximately 150 square miles. As of November 19, 2010, approximately 30,184 students (Grades K- 12) are enrolled in the District. F-6 The University of California, Riverside opened an extension center in the City and Mt. San Jacinto Community College operates a campus ten miles north of the City to serve the growing population. In addition, the Cal State San Marcos facility has opened which was funded by the Agency and has a substantial specialized and general undergraduate curriculum. The City began the 2000's with a well-educated population, and its population trends and school performance figures have allowed it to maintain that position. Transportation. Interstate 15 and its connecting arterials provide convenient links to San Diego and Riverside, Los Angeles (Interstate 10), Orange County (Highway 91) and San Bernardino (Interstate 215). The French Valley Airport, 4 miles north of Interstate 15 on Winchester Road, accommodates business jets and commuter airlines. Housing. Temecula is unique in that its residents are about equidistant from both San Diego and Orange County via the Interstate 15 freeway. As a result, it is receiving growth impulses from the south as well as the north, as families spill into the Inland Empire from Southern California's more congested coastal counties. Temecula's rapid population growth represents a relatively new phenomenon in Southern California. A large number of the City's new residents have migrated north from San Diego County along the Interstate 15 freeway. Normally, a Southern California community undergoes rapid growth only when population spills from Orange or Los Angeles counties. The latest population data shows Temecula with 105,029 residents as of January 1, 2010, which includes the annexation of the Vail Ranch area in July, 2001 and the March, 2004 annexation of the community of Redhawk, which became official June 30, 2005. F-7 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX G BOOK -ENTRY SYSTEM The following description of the procedures and record keeping with respect to beneficial ownership interests in the 2011 Bonds, payment of principal of and interest on the 2011 Bonds to Direct Participants, Indirect Participants or Beneficial Owners (as such terms are defined below) of the 2011 Bonds, confirmation and transfer of beneficial ownership interests in the 2011 Bonds and other Bond - related transactions by and between DTC, Direct Participants, Indirect Participants and Beneficial Owners of the 2011 Bonds is based solely on information furnished by DTC to the Agency which the Agency believes to be reliable, but the Agency and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the 2011 Bonds. The 2011 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond will be issued for each maturity of each series of the 2011 Bonds, each in the aggregate principal amount of such maturity of such series, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2011 Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in tum to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of G-1 the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2011 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2011 Bonds, except in the event that use of the book -entry system for the 2011 Bonds is discontinued. To facilitate subsequent transfers, all 2011 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as requested by an authorized representative of DTC. The deposit of the 2011 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2011 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2011 Bonds are credited, which may or may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2011 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2011 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2011 Bonds documents. For example, Beneficial Owners of the 2011 Bonds may wish to ascertain that the nominee holding the 2011 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the 2011 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2011 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption price and interest payments on the 2011 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee or the Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. G-2 DTC may discontinue providing its service as depository with respect to the 2011 Bonds at any time by giving reasonable notice to the Agency or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, the Bond certificates are required to be printed and delivered. The Agency may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, the Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Agency believes to be reliable, but the Agency takes no responsibility for the accuracy thereof. Discontinuance of DTC Services In the event that (a) DTC determines not to continue to act as securities depository for a series of the 2011 Bonds, or (b) the Agency determines that DTC shall no longer act and delivers a written certificate to the Trustee to that effect, then the Agency will discontinue the Book -Entry System with DTC for the applicable series of the 2011 Bonds. If the Agency determines to replace DTC with another qualified securities depository, the Agency will prepare or direct the preparation of a new single separate, fully -registered Bond for each maturity of the 2011 Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms of the Indenture. If the Agency fails to identify another qualified securities depository to replace the incumbent securities depository for the applicable series of the 2011 Bonds, then the applicable series of the 2011 Bonds shall no longer be restricted to being registered in the Bond registration books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the applicable series of the 2011 Bonds shall designate. In the event that the Book -Entry System is discontinued, the following provisions would also apply: (i) the applicable series of the 2011 Bonds will be made available in physical form, (ii) principal of, and redemption premiums if any, on the applicable series of the 2011 Bonds will be payable upon surrender thereof at the trust office of the Trustee identified in the Indenture, and (iii) the applicable series of the 2011 Bonds will be transferable and exchangeable as provided in the Indenture. The Agency and the Trustee do not have any responsibility or obligation to DTC Participants, to the persons for whom they act as nominees, to Beneficial Owners, or to any other person who is not shown on the registration books as being an owner of the 2011 Bonds, with respect to (i) the accuracy of any records maintained by DTC or any DTC Participants; (ii) the payment by DTC or any DTC Participant of any amount in respect of the principal of, redemption price of or interest on the 2011 Bonds; (iii) the delivery of any notice which is permitted or required to be given to registered owners under either Indenture; (iv) the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of a the 2011 Bonds; (v) any consent given or other action taken by DTC as registered owner; or (vi) any other matter arising with respect to a series of the 2011 Bonds or an Indenture. The Agency and the Trustee cannot and do not give any assurances that DTC, DTC Participants or others will distribute payments of principal of or interest on the applicable series of the 2011 Bonds paid to DTC or its nominee, as the registered owner, or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act in a manner described in this Official Statement. The Agency and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner in respect to the 2011 Bonds or any error or delay relating thereto. G-3 [THIS PAGE INTENTIONALLY LEFT BLANK] Quint & Thinnnig LLP 1/27/11 2/10/11 FIRST SUPPLEMENTAL INDENTURE OF TRUST by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of March 1, 2011 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A 20005.07:J11162 TABLE OF CONTENTS SECIION 1. Supplement to Original Indenture 2 ARTICLE X 2011 BONDS Section 10.01. Definitions 2 Section 10.02. Authorization and Issuance of 2011 Bonds 3 Section 10.03. Terms of 2011 Bonds 3 Section 10.04. Redemption 5 Section 10.05. 2011 Bonds; Authentication and Delivery 7 Section 10.06. Transfer of 2011 Bonds 8 Section 10.07. Exchange of 2010 Bonds 8 Section 10.08. Use of Depository 9 Section 10.09. Application of Proceeds of Sale of 2011 Bonds 10 Section 10.10. 2011 Costs of Issuance Fund 11 Section 10.11. Housing Projects Fund 11 Section 10.12. Deposit and Investment of Moneys in Funds 11 Section 10.13. Security for 2011 Bonds 12 Section 10.14. Federal Tax Covenants 12 Section 10.15. Continuing Disclosure 12 Section 10.16. Effect of this Article X 12 SECTION 2. Attachment of Exhibit C 13 SECTION 3. Additional Amendments to Original Indenture 13 SECTION 4. Partial Invalidity 14 SECTION 5. Execution in Counterparts 14 SECTION 6. Governing Law 14 EXHIBIT A - FORM OF 2011 BONDS -i- FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this "First Supplement"), dated as of March 1, 2011, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee") under an Indenture of Trust, dated as of March 1, 2010 (the "Original Indenture") by and between the Trustee and the Agency. RECITALS: WHEREAS, the Agency is a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California (the "Redevelopment Law"), including the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan for the Agency's Temecula Redevelopment Project No. 1 (the "Redevelopment Project") has been adopted under the Redevelopment Law pursuant to all applicable requirements of the Redevelopment Law; and WHEREAS, the Agency has issued its $1,035,000 initial principal amount of Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax -Exempt) and its $12,720,000 initial principal amount of Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (collectively, the "2010 Bonds") for the purpose of financing housing activities within or of benefit to the Redevelopment Project, all as provided in the Original Indenture; and WHEREAS, Section 3.05 of the Original Indenture authorizes the issuance by supplemental indenture of Parity Debt (as defined in the Original Indenture) secured under the Original Indenture on a parity with the 2010 Bonds; and WHEREAS, after due investigation and deliberation, the Agency has determined that it is in the interests of the Agency at this time to provide for the issuance of its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A in the initial aggregate principal amount of $ (the "2011 Bonds"), all to be secured under the Original Indenture on a parity with the 2010 Bonds, with the net proceeds of the 2011 Bonds to be used to finance housing activities of the Agency; and WHEREAS, this First Supplement is a "Supplemental Indenture" within the meaning of the Original Indenture and the 2011 Bonds are "Parity Debt" within the meaning of the Original Indenture and are secured under the Original Indenture on a parity with the 2010 Bonds; and WHEREAS, the Agency and the Trustee desire to enter into this First Supplement pursuant to Sections 7.01(c) of the Original Indenture to provide for the issuance of the 2011 Bonds; and -1- WHEREAS, in providing for the issuance of the 2011 Bonds, it is necessary to supplement and amend the Original Indenture, as more particularly provided in Section 1 and Section 2 hereof, as such supplements and amendments are authorized by Section 7.01(c) of the Original Indenture; and WHEREAS, the Agency has determined that all acts and proceedings required by law necessary to make the 2011 Bonds, when executed by the Agency, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Agency, and to constitute the Original Indenture, as amended and supplemented by this First Supplement, a valid and binding agreement for the uses and purposes herein and therein set forth in accordance with its terms, have been done or taken. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: SECTION 1. Supplement to Original Indenture. In accordance with the provisions of Section 7.01(c) of the Original Indenture, the Original Indenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article X. Such Article X shall read in its entity as follows: ARTICLE X 2011 BONDS Section 10.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 10.01 shall, for all purposes of this Article X but not for any other purposes of this Indenture, have the respective meanings specified in this Section 10.01. All terms defined in Section 1.01 of this Indenture and not otherwise defined in this Section 10.01 shall, when used in this Article X, have the respective meanings given to such terms in Section 1.01. "Article X" means this Article X which has been incorporated in and made a part of this Indenture pursuant to the First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Agency and the Trustee, together with all amendments of and supplements to this Article X entered into pursuant to the provisions of Section 7.01(c). "Closing Date" means March , 2011, being the date upon which there was a physical delivery of the 2011 Bonds in exchange for the amount representing the purchase price of the 2011 Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2011 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2011 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. -2- "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate of the Agency dated as of the Closing Date with respect to the 2011 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Original Purchaser" means Stone & Youngberg LLC, the first purchaser of the 2011 Bonds upon their delivery by the Trustee on the Closing Date. "2011 Bonds" means the Agency's Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A, authorized by and at any time Outstanding pursuant to this Indenture. "2011 Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Agency relating to the authorization, issuance, sale and delivery of the 2011 Bonds, including but not limited to printing expenses, filing and recording fees, initial fees, expenses and charges of the Trustee and its counsel (including the Trustee's first annual administrative fee), fees, charges and disbursements of attorneys, including bond counsel, Agency counsel and disclosure counsel, financial advisors, accounting firms, fiscal consultants and other professionals, fees and charges for preparation, execution and safekeeping of the 2011 Bonds and any other cost, charge or fee in connection with the original issuance of the 2011 Bonds. "2011 Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 10.10. "2011 Housing Projects Fund" means the fund by that name established and held by the Trustee pursuant to Section 10.11. "2011 Terrn Bonds" means, collectively, the 2011 Bonds maturing on August 1, J and on August 1, . Section 10.02. Authorization and Issuance of 2011 Bonds. 2011 Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ), are hereby authorized to be issued by the Agency as Parity Debt under and subject to the terms of this Indenture and the Redevelopment Law. This Indenture constitutes a continuing agreement with the Owners of all of the 2011 Bonds issued hereunder and then Outstanding to secure the full and final payment of principal and premium, if any, and interest on all 2011 Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. Upon the execution and delivery of the First Supplemental Indenture of Trust, dated as of March 1, 2011, between the Agency and the Trustee, the Agency shall execute and deliver the 2011 Bonds in the aggregate initial principal amount of Million Hundred Thousand Dollars ($ ) to the Trustee, and the Trustee shall authenticate and deliver the 2011 Bonds to the Original Purchaser upon receipt of a Request of the Agency therefor. Section 10.03. Terms of 2011 Bonds. The 2011 Bonds shall be issued in fully -registered form without coupons in denominations equal to $5,000 or any integral multiple thereof. No -3- 2011 Bond shall have more than one maturity date. The 2011 Bonds shall be dated the Closing Date, and shall mature and become payable on August 1 in the following years and shall bear interest at the following interest rates (based on a 360 -day year comprised of twelve 30 -day months): Year Principal Interest Rate (August 1) Amount Per Annum [to come] Interest on the 2011 Bonds shall be payable 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 it shall 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 Closing Date, or (iii) interest on any 2011 Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid on each Interest Payment Date to the persons in whose names the ownership of the 2011 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any 2011 Bond which is not punctually paid or duly provided for on any Interest Payment Date shall be payable to the person in whose name the ownership of such 2011 Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to such Owner not less than ten (10) days prior to such special record date. Interest on the 2011 Bonds shall be paid 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 of the close of business on the preceding Record Date; provided, however, that at the written request of the Owner of Bonds in -4- an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, and as otherwise provided in Section 10.08, interest on the applicable Bonds shall be paid on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account within the United States of America as shall be specified in such written request (any such written request shall remain in effect until rescinded in writing by the Owner). The principal of and premium (if any) on the 2011 Bonds shall be payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee. Section 10.04. Redemption. (a) Optional Redemption, The 2011 Bonds maturing on or after August 1, , shall be 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, _ , 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 Bonds to be redeemed) as set forth in the following table: Redemption Redemption Period Premium August 1, _ through July 31 % August 1, _ through July 31, August 1, _ and any date thereafter The Agency shall be required to give the Trustee written notice of its intention to redeem 2011 Bonds and of the annual maturities determined to be redeemed under this subsection (a) at least forty-five (45) days prior to the date fixed for such redemption, unless the Trustee otherwise agrees to a shorter period for such notice (as such notice is for the convenience of the Trustee). (b) Sinking Account Redemption. The 2011 Term Bonds shall be subject to redemption in part by lot on August 1 in each of the years set forth in the following respective tables from Sinking Account payments made by the Agency pursuant to Section 4.03(c), 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 succeeding paragraph of this subsection (b), in the aggregate respective principal amounts and on the dates as set forth in the following table; provided however, that if some but not all of the 2011 Bonds to be redeemed pursuant to this subsection (b) have been redeemed pursuant to subsection (a) above, the total amount of all future Sinking Account payments with respect to such 2011 Bonds 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). -5- 2011 Bonds Maturing on August 1, Sinking Account Redemption Date (August 1) Principal Amount To Be Redeemed or Purchased 2011 Bonds Maturing on August 1, Sinking Account Redemption Date (August 1) Principal Amount To Be Redeemed or Purchased In lieu of redemption of any 2011 Term 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 this 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 Bonds during the then current Bond Year) may also be used and withdrawn by the Agency at any time prior to the selection of 2011 Term Bonds for redemption for the purchase of such 2011 Term 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 Term 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 Term Bonds required to be redeemed pursuant to this subsection (b) on such date. (c) Notice of Redemption. The Trustee on behalf and at the expense of the Agency shall mail (by first class mail) notice of any redemption to the respective Owners of any 2011 Bonds designated for redemption at their respective addresses appearing on the Registration Books, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein 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 date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the 2011 Bond numbers and the maturity or maturities (in the event of redemption of all of the 2011 Bonds of such maturity or maturities in whole) of the 2011 Bonds to be redeemed, and shall require that such 2011 Bonds be then surrendered at the Office of the -6- Trustee for redemption at the redemption price, giving notice also that further interest on such 2011 Bonds will not accrue from and after the redemption date. Additionally, on the date on which the notice of redemption is mailed to the Owners of the 2011 Bonds pursuant to the provisions above, such notice of redemption shall be given by (i) first class mail, postage prepaid, (ii) confirmed facsimile transmission, or (iii) overnight delivery service to the Agency, to each of the Securities Depositories and to one or more of the Information Services as shall be designated in writing by the Agency to the Trustee. Notwithstanding the foregoing, in the case of any optional redemption of the 2011 Bonds under Section 10.04(a) above, the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the 2011 Bonds on the anticipated redemption date, and that the optional redemption shall not occur, if by no later than the scheduled redemption date, sufficient moneys to redeem the 2011 Bonds have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the 2011 Bonds to be optionally redeemed, the Trustee shall send written notice to the owners of the 2011 Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the 2011 Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of this Indenture. (d) Manner of Redemption. Whenever provision is made in this Section 10.04 for the redemption of less than all of the 2011 Bonds, unless otherwise provided herein, the Agency in its discretion shall determine the maturities to be redeemed by written notice to the Trustee, and the Trustee shall select the 2011 Bonds within a maturity to be redeemed by lot in any manner which the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all 2011 Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate 2011 Bonds which may be separately redeemed. Notwithstanding the foregoing, if for any reason the Agency fails to provide the Trustee with direction as to the maturities to be redeemed, the Trustee shall select the 2011 Bonds to be redeemed pro rata among maturities. (e) Partial Redemption of 2011 Bonds. In the event only a portion of any 2011 Bond is called for redemption, then upon surrender of such 2011 Bond the Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new 2011 Bond or 2011 Bonds of the same series and maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2011 Bond to be redeemed. (f) Effect of Redemption. From and after the date fixed for redemption, if notice of redemption shall have been duly mailed and funds available for the payment of the principal of and interest (and premium, if any) on the 2011 Bonds so called for redemption shall have been duly provided, such 2011 Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. Section 10.05. 2011 Bonds; Authentication and Delivery. The 2011 Bonds, the form of Trustee's certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit C attached hereto and by this reference -7- incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. The 2011 Bonds shall be executed on behalf of the Agency by the signature of its Chairperson and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any 2011 Bond ceases to be such officer before the Closing Date, such signature shall nevertheless be as effective as if the officer had remained in office until the Closing Date. Any 2011 Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such 2011 Bond shall be the proper officers of the Agency, duly authorized to execute debt instruments on behalf of the Agency, although on the date of such 2011 Bond any such person shall not have been such officer of the Agency. Only such of the 2011 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit C, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that such 2011 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. Section 10.06. Transfer of 2011 Bonds. Any 2011 Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon presentation of such Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The cost of printing 2011 Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Agency. The Trustee shall collect any tax or other governmental charge on the transfer of any 2011 Bonds pursuant to this Section 10.06. Whenever any 2011 Bond or 2011 Bonds shall be surrendered for transfer, the Agency shall execute and the Trustee shall authenticate and deliver to the transferee a new 2011 Bond or 2011 Bonds of like maturity and aggregate principal amount of authorized denominations. The Trustee may refuse to transfer, under the provisions of this Section 10.06, any 2011 Bonds selected by the Trustee for redemption pursuant to Section 10.05 or any 2011 Bonds during the period in which 2011 Bonds are selected for redemption. Section 10.07. Exchange of 2010 Bonds. The 2011 Bonds may be presented for exchange at the Office of the Trustee for a like aggregate principal amount of 2011 Bonds of other authorized denominations and of the same maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any 2011 Bonds pursuant to this Section 10.07. The cost of printing 2011 Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Agency. The Trustee may refuse to exchange, under the provisions of this Section 10.07, any 2011 Bonds selected by the Trustee for redemption pursuant to Section 10.05 or any 2011 Bonds during the period in which 2011 Bonds are selected for redemption. -8- Section 10.08. Use of Depository. Notwithstanding any provision of this Indenture to the contrary: (a) At the request of the Original Purchaser, the 2011 Bonds shall be initially issued registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, the depository designated by the Original Purchaser, and shall be evidenced by one 2011 Bond for each maturity of the 2011 Bonds, as set forth in Section 10.03. Registered ownership of such 2011 Bonds, or any portions thereof, may not thereafter be transferred except: (i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to paragraph (ii) of this subsection (a) ("substitute depository"); provided that any successor of The Depository Trust Company or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository designated in a Request of the Agency, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Agency that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (A) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository or (B) a determination by the Agency that The Depository Trust Company or its successor is no longer able to carry out its functions as depository; provided that no substitute depository which is not objected to by the Agency and the Trustee can be obtained. (b) In the case of any transfer pursuant to paragraph (i) or paragraph (ii) of subsection (a) of this Section 10.08, upon receipt of all Outstanding 2011 Bonds by the Trustee, together with a Request of the Agency to the Trustee, a single new 2011 Bond shall be executed and delivered, registered in the name of such successor or such substitute depository or their nominees, as the case may be, all as specified in such Written Request of the Agency. In the case of any transfer pursuant to paragraph (iii) of subsection (a) of this Section 10.08, upon receipt of all Outstanding 2011 Bonds by the Trustee together with a Request of the Agency, new 2011 Bonds shall be executed and delivered in such denominations and registered in the names of such persons as are requested in a Request of the Agency provided the Trustee shall not be required to deliver such new 2011 Bonds within a period less than sixty (60) days from the date of receipt of such a Request of the Agency. (c) In the case of partial redemption or an advance refunding of any 2011 Bonds evidencing all of the principal maturing in a particular year, The Depository Trust Company shall deliver such 2011 Bonds to the Trustee for cancellation and re - registration to reflect the amounts of such reduction in principal. -9- (d) The Agency and the Trustee shall be entitled to treat the person in whose name any 2011 Bond is registered as the absolute Owner thereof for all purposes of this Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Agency; and the Agency and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying or otherwise dealing with any beneficial owners of the 2011 Bonds. Neither the Agency nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the registered owner of any 2011 Bond. (e) So long as all Outstanding 2011 Bonds are registered in the name of Cede & Co. or its registered assign, the Agency and the Trustee shall reasonably cooperate with Cede & Co., as sole registered Owner, or its registered assign in effecting payment of the principal and interest due with respect to the 2011 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. (0 So long as all Outstanding 2011 Bonds are registered in the name of Cede & Co. or its registered assign (hereinafter, for purposes of this paragraph (f), the "Owner"): (i) All notices and payments addressed to the Owners shall contain the 2011 Bond's CUSIP number; and (ii) Notices to the Owner shall be forwarded in the manner set forth in the form of Blanket Issuer Letter of Representations executed by the Agency and received and accepted by The Depository Trust Company relating to the 2011 Bonds. Section 10.09. Application of Proceeds of Sale of 2011 Bonds. Upon the receipt of payment for the 2011 Bonds on the Closing Date, the proceeds thereof shall be paid to the Trustee, which proceeds ($ ) shall be deposited by the Trustee in a separate fund to be established by the Trustee to be known as the "2011 Bond Proceeds Fund" which shall be applied as follows: (a) the Trustee shall deposit in the 2011 Costs of Issuance Fund the amount of $ (b) the Trustee shall deposit in the 2011 Housing Projects Fund the amount of $ ; and (c) the Trustee shall deposit in the 2011 Reserve Subaccount of the Reserve Account the amount of $ (which amount, together with the amount on deposit in the Reserve Account as of the Closing Date, will bring the amount in the Reserve Account up to the amount of the Reserve Requirement in effect immediately following the issuance of the 2011 Bonds). -10- The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 10.09. Section 10.10. 2011 Costs of Issuance Fund. There is hereby established a separate fund to be known as the "2011 Costs of Issuance Fund", which shall be held by the Trustee in trust and to which a deposit shall be made as provided in Section 10.09(a). The moneys in the 2011 Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the 2011 Costs of Issuance upon submission of a Written Request of the Agency stating (i) the person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a proper charge against the 2011 Costs of Issuance Fund, and (v) that such amounts have not been the subject of a prior Written Request of the Agency; in each case together with a statement or invoice for each amount requested thereunder. On the earlier of (x) the date which is six (6) months following the Closing Date, or (y) the date of receipt by the Trustee of a Written Request of the Agency therefor, all amounts (if any) remaining in the 2011 Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the 2011 Housing Projects Fund for use for purposes of the 2011 Housing Projects Fund and the 2011 Costs of Issuance Fund shall be closed. Section 10.11. 2011 Housing Projects Fund. (a) There is hereby established a separate fund to be known as the "2011 Housing Projects Fund," which shall be held by the Trustee. Proceeds of the 2011 Bonds shall be deposited to the 2011 Housing Projects Fund pursuant to Section 10.09(b). Amounts on deposit in the 2011 Housing Projects Fund shall be used solely in the manner provided by the Redevelopment Law and the Redevelopment Plan to provide financing for low and moderate income housing purposes within the geographic boundaries of the City; and consistent with the requirements of Sections 5.11 and 10.14 hereof. (b) The moneys in the 2011 Housing Projects Fund shall be used and withdrawn by the Trustee from time to time upon submission of a Request of the Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such Request of the Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. (c) The Agency shall maintain records as to the disposition of all amounts transferred to it by the Trustee pursuant to this Section 10.11, in sufficient detail as necessary to comply with the requirements of the Redevelopment Law and the Tax Code. Section 10.12. Deposit and Investment of Moneys in Funds. Moneys in the funds and accounts held by the Trustee under this Article X shall be invested by the Trustee in Permitted Investments directed in the Written Request of the Agency filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such direction from the Agency, the Trustee shall invest such moneys in Permitted Investments described in clause (i) of the definition thereof. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the respective funds and accounts from which such investment shall have been made. For purposes of acquiring any -11- investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition of any investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section. Except as otherwise provided in this Section 10.12, the Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the 2011 Bonds (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by or on behalf of the Agency at their present value (within the meaning of section 148 of the Code). To the extent that any valuations of investments are made by the Trustee, the Trustee may utilize and rely upon computerized securities pricing services that may be available to it, including those available through its regular accounting system. The Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage confirmations of security transactions as they occur, the Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. Section 10.13. Security for 2011 Bonds. The 2011 Bonds shall be Parity Debt which shall be secured in the manner and to the extent set forth in Article IV and in this Article X. Section 10.14. Federal Tax Covenants. It is hereby acknowledged that the 2011 Bonds are "Tax -Exempt Bonds," as such term is defined in Section 1.01, and that the provisions of Section 5.11 apply to the 2011 Bonds. Section 10.15. Continuing Disclosure. The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Agency to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the written request of the Original Purchaser or the Owners of at least 25% aggregate principal amount of Outstanding 2011 Bonds, shall, but only to the extent indemnified from any liability, cost or expense, including, but not limited to fees and expenses of its attorneys and additional fees and expenses of the Trustee, or any Owner of a 2011 Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Section. Section 10.16. Effect of this Article X. Except as in this Article X expressly provided or except to the extent inconsistent with any provision of this Article X, the 2011 Bonds shall be deemed to be "Bonds" under and within the meaning of Section 1.01, and every term and -12- condition contained in the foregoing provisions of this Indenture shall apply to the 2011 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article X. SECTION 2. Attachment of Exhibit C. The Original Indenture is hereby further amended by incorporating therein an Exhibit C setting forth the forms of the 2011 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof. SECTION 3. Additional Amendments to Original Indenture. The Original Indenture is hereby further amended as follows: (a) Section 1.01 of the Original Indenture is hereby amended by adding thereto the following: "2011 Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A issued and outstanding under this Indenture, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of March 1, 2011, between the Agency and the Trustee. "2011 Reserve Subaccount" means the subaccount within the Reserve Account by that name established and held by the Trustee pursuant to Section 4.03(d). (b) Section 4.03(d) of the Original Indenture is hereby amended by adding thereto, as a new first paragraph thereof, the following: "In addition to the establishment of the Reserve Account, there is hereby established within the Reserve Account a separate subaccount designated as the "2011 Reserve Subaccount" which subaccount is hereby established for purposes of accounting for the use and disposition of a portion of the proceeds of the 2011 Bonds which will be deposited to such 2011 Reserve Subaccount pursuant to Section 10.09(c), and amounts in such subaccount shall for all purposes of this Indenture be deemed to be part of the amounts on deposit in the Reserve Account and amounts in such subaccount and any earnings thereon in such subaccount shall be drawn upon and or transferred, as the case may be, pro rata with all other amounts in the Reserve Account whenever a draw is made on or a transfer is made from the Reserve Account under this Section 4.03(d)." (c) Section 4.03(d) of the Original Indenture is hereby further amended by deleting clause (ii) of the first sentence of the second paragraph thereof (which second paragraph will be the third paragraph by reason of Section 3(b) above), and by inserting therein, in lieu thereof, the following: "(ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause (a) interest on the Tax -Exempt Bonds to become includable in gross income for purposes of federal income taxation or (b) the Build America Bonds to no longer qualify as "build America bonds" under Section 54AA of the Tax Code." -13- SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this First Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this First Supplement. The Agency hereby declares that it would have entered into this First Supplement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2011 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this First Supplement may be held illegal, invalid or unenforceable. SECTION 5. Execution in Counterparts. This First Supplement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 6. Governing Law. This First Supplement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such state. -14- IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA has caused this First Supplemental Indenture of Trust to be signed in its name by its Executive Director and attested to by its Secretary, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this First Supplemental Indenture of Trust to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. ATTEST: By: Susan W. Jones, MMC, Secretary 20005.07:J11162 -15- REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Shawn D. Nelson, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer EXHIBIT A TO FIRST SUPPLEMENTAL INDENTURE OF TRUST EXHIBIT C FORM OF 2011 BONDS No. $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION HOUSING BOND, 2011 SERIES A RATE OF INTEREST MATURITY DATE ORIGINAL ISSUE DATE CUSIP: August 1, _ March , 2011 REGISTERED OWNER: PRINCIPAL AMOUNT: The REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the "Agency"), for value received hereby promises to pay (but only out of the Housing Tax Increment Revenues as that term is defined in the Indenture (defined below)), and other moneys and security hereinafter referred to, to the Registered Owner stated above or registered assigns, on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount stated above in lawful money of the United States of America and to pay interest thereon at the Rate of Interest stated above in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated on or before an Interest Payment Date and after the first calendar day of the month in which such Interest Payment Date occurs (a "Record Date"), in which event it shall bear interest from such Interest Payment Date, (11) this Bond is authenticated on or prior to July 15, 2011, in which event it shall bear interest from the Original Issue Date identified above, or (iii) interest is in default on this Bond, in which event interest on this Bond shall be payable from the date to which interest hereon has been paid in full), payable semiannually on each February 1 and August 1, commencing August 1, 2011 (each an "Interest Payment Date"), calculated on the basis of a 360 -day year comprised of twelve 30 -day months. Principal hereof at maturity and premium, if any, upon earlier redemption hereof are payable upon presentment and surrender at the corporate trust office of U.S. Bank National Association, the trustee under the Indenture (the "Trustee") or such other A-1 place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed on each Interest Payment Date by first class mail to the Registered Owner hereof, at the Registered Owner's address as it appears on the Bond registration books maintained by the Trustee, as of the close of business on the first calendar day of the month in which an Interest Payment Date occurs (the "Record Date"), or by wire transfer to an owner of $1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in the United States as such owner shall specify in a written notice requesting payment by wire transfer delivered to the Trustee not later than the Record Date for such payment. This Bond is one of a duly authorized series of bonds of the Agency designated as "Redevelopment Agency of the City of Temecula, Temecula Redevelopment Project No. 1 2011 Tax Allocation Housing Bonds, 2011 Series A" (the `Bonds"), in an initial aggregate principal amount of Million Hunched Thousand Dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions). The Bonds are issued pursuant to the provisions of the Community Redevelopment Law, being Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the "Law"), and pursuant to an Indenture of Trust, dated as of March 1, 2010, entered into by and between the Agency and the Trustee, as amended and supplemented pursuant to a First Supplemental Indenture of Trust, dated as of March 1, 2011, between the Agency and the Trustee (as so amended and supplemented, the "Indenture"), authorizing the issuance of the Bonds. The Bonds are secured under the Indenture on a parity with 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) previously issued by the Agency in the initial principal amounts of $1,035,000 and $12,720,000, respectively (collectively, the "2010 Bonds"). The Agency may issue or incur additional obligations secured on a parity with the Bonds and the 2010 Bonds under the Indenture, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Housing Tax Increment Revenues, as that term is defined in the Indenture, and other amounts pledged under the Indenture, and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Agency to (i) finance housing activities of the Agency; (ii) make a deposit to the Reserve Account created under the Indenture; and (iii) pay costs related to the issuance of the Bonds. This Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Indenture) are payable from, and are secured by a charge and lien on the Housing Tax Increment Revenues derived by the Agency from the Redevelopment Project, as defined in the Indenture, on a parity with the 2010 Bonds and any other Parity Debt (as defined in the Indenture) to be issued by the Agency under the Indenture. As and to the extent set forth in the Indenture, all of the Housing Tax Increment Revenues are exclusively and irrevocably A-2 pledged in accordance with the terms hereof and the provisions of the Indenture and the Law, to the payment of the principal of and interest and premium (if any) on the Bonds, the 2010 Bonds and any Parity Debt. Notwithstanding the foregoing, certain amounts out of Housing Tax Increment Revenues may be applied for other purposes as provided in the Indenture. This Bond is not a debt of the City of Temecula, the State of California or any of its political subdivisions (other than the Agency, to the limited extent set forth in the Indenture), and neither said City, said State, nor any of its political subdivision (other than the Agency, to the limited extent set forth in the Indenture), is liable hereon nor in any event shall this Bond be payable out of any funds or properties other than the Housing Tax Increment Revenues and amounts pledged therefor under the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The rights and obligations of the Agency and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the owner of such Bond, or shall reduce the percentages of the owners required to effect any such modification or amendment. Bonds maturing on or after August 1, J are subject to redemption in whole, or in part among such maturities as shall be determined by the Agency and by lot within a maturity, at the option of the Agency, on any date on or after August 1, _ , from any available source of funds, at a redemption price equal to the principal amount thereof 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 Bonds to be redeemed) as set forth in the following table: Redemption Redemption Period Premium August 1, _ through July 31, % August 1, _ through July 31, August 1, _ and any date thereafter Bonds maturing on August 1 in the years _ and _ are subject to redemption from sinking account payments made by the Agency, in part by lot, on August 1 in the years set forth in the following tables, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following tables: A-3 2011 Bonds Maturing on August 1, Sinking Account Redemption Date (August 1) Principal Amount To Be Redeemed or Purchased 2011 Bonds Maturing on August 1, Sinking Account Redemption Date (August 1) Principal Amount To Be Redeemed or Purchased As provided in the Indenture, notice of redemption shall be mailed by first class mail not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books of the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall effect the sufficiency of the proceedings for redemption. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. The Bonds are issuable as fully -registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing at said offices of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully -registered Bond or Bonds, of authorized denomination or denominations for the same aggregate principal amount and of the same maturity, will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer or exchange of Bonds (i) between the date which is fifteen days before A-4 selection of Bonds for redemption and the date of mailing notice of redemption, and (ii) as to any Bond selected for redemption. The Indenture contains provisions permitting the Agency and the Trustee to execute supplemental indentures adding provisions to, or changing or eliminating any of the provisions of, the Indenture, subject to the limitations set forth in the Indenture. The Indenture contains provisions permitting the Agency to make provisions for the payment of the interest on, and the principal and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Indenture. The Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Agency and the Trustee shall not be affected by any notice to the contrary. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Agency or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Law and the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Agency, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon endorsed shall have been manually signed and dated by the Trustee. A-5 IN WITNESS WHEREOF, the Redevelopment Agency of the City of Temecula has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chairperson and its seal to be reproduced hereon and attested to by the facsimile signature of its Secretary, all as of the Original Issue Date specified above. [SEAL] Attest: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Chairperson Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within -mentioned Indenture. Dated: U.S. BANK NATIONAL ASSOCIATION, as Trustee By Authorized Signatory A-6 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guarantee: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad -15. A-7 NOTICE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Certificate in every particular, without alteration or enlargement or any change whatsoever. CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the Redevelopment Agency of the City of Temecula (the "Agency") and acknowledged by U.S. Bank National Association, a national banking association, organized and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee") and in its capacity as dissemination agent (the "Dissemination Agent"), in connection with the issuance of $ aggregate principal amount of Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). The 2011 Bonds are being issued pursuant to 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"). Pursuant to the Indenture, the Agency hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Agency for the benefit of the owners and beneficial owners of the 2011 Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2 -12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Agency pursuant to, and described in, Sections 3 and 4 of this Disclosure Certificate. "Disclosure Representative" shall mean the Executive Director of the Agency, or his or her designee, or such other officer or employee as the Agency shall designate in writing to the Trustee from time to time. "Dissemination Agent" shall mean U.S. Bank National Association, or any successor Dissemination Agent designated in writing by the Agency and which has filed with the Agency and the Trustee a written acceptance of such designation. "EMMA System" shall mean the Electronic Municipal Market Access system of the MSRB or such other electronic system designated by the MSRB or the Security and Exchange Commission for compliance with S.E.C. Rule 15c2 -12(b). "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board and any successor entity designated under the Rule as the repository for filings made pursuant to the Rule. "Official Statement" shall mean the Official Statement, dated , 2011, prepared and distributed in connection with the initial sale of the 2011 Bonds. "Participating Underwriter" shall mean the original underwriter of the 2011 Bonds required to comply with the Rule in connection with the offering of the 2011 Bonds. "Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 1 Section 3. Provision of Annual Reports. (a) The Agency shall provide, or shall cause the Dissemination Agent to provide to the MSRB through the EMMA System in an electronic format and accompanied by identifying information as prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate not later than eight (8) months after the end of the Agency's fiscal year (which date currently would be the first day of March, based upon the June 30 end of the Agency's fiscal year), commencing with the report for the 2010-11 Fiscal Year. (b) Not later than fifteen (15) Business Days prior to said date, the Agency shall provide the Annual Report to the Dissemination Agent (if other than the Agency) and the Trustee. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if not available by that date. If the Agency's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (c) If the Agency is unable to provide to the MSRB through the EMMA System and to the Participating Underwriter an Annual Report by the date required in subsection (a), the Agency shall send a notice to the MSRB through the EMMA System in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) Determine each year prior to the date for providing the Annual Report the electronic filing requirements of the MSRB for the Annual Reports; and (ii) If the Dissemination Agent is other than the Agency, and if the Agency has provided an Annual Report in final form to the Dissemination Agent for dissemination, file a report with the Agency and the Trustee certifying that the Annual Report has been provided to the MSRB through the EMMA System pursuant to this Disclosure Certificate. Section 4. Content of Annual Reports. The Agency's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generally accepted accounting principles as promulgated to apply to government entities from time to time by the Governmental Accounting Standards Board. If the Agency's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following financial information and operating data set forth in the final Official Statement. (i) Ten largest property taxpayers in the Project Area, including name, total value and percentage of total value substantially in the format set forth as Table 3 of the Official Statement and information regarding property tax appeals by any of such ten largest property taxpayers, substantially in the format set forth in Table 5 ofthe Official Statement; 2 (ii) Annual assessed valuations, tax increment values, Housing Tax Increment Revenues (as defined in the Indenture) and coverage ratio of Housing Tax Increment Revenues to debt service on 2011 Bonds and all Parity Debt (as defined in the Official Statement), in substantially the formats set forth as Tables 2 and 7 of the Official Statement; and (iii) Discussion of any property tax appeals, which, either alone or in the aggregate could have a material adverse effect on Housing Tax Increment Revenues. (iv) A statement as to whether or not the County has continued its administrative practice of paying to the Agency property tax payments at 100% of the Agency's share of levied amounts, subject to any tax sharing agreements, and if the County discontinues or changes such practice in a manner which results in the Agency being adversely affected by delinquencies in payment of ad valorem property taxes, a description of any delinquent property tax payments affecting individually, or in the aggregate, more than 5% of the Housing Tax Increment Revenues of the Agency. In addition, whether or not the County has continued the foregoing administrative practice, the Agency will indicate whether the County's records indicate that property taxes for the five largest assessees within the Project Area are current through the first installment of the then current fiscal year. (c) The following information regarding the 2011 Bonds: (i) Balances in all funds and accounts maintained with respect to the 2011 Bonds; (ii) A statement of the Reserve Requirement; and (iii) Outstanding principal amount of the 2011 Bonds, any Parity Bonds and Subordinate Debt (as defined in the Official Statement). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Agency or related public entities, which have been submitted to the MSRB through the EMMA System or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Agency shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be given in a timely manner, not in excess of ten business days after the occurrence of the event, notice of any of the following events with respect to the 2011 Bonds, as applicable: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; 3 (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material or events affecting the tax-exempt status of the security; (vii) Modifications to rights of security holders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the securities, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the obligation person;(1) (xiii) The consummation of a merger, consolidation or acquisition involving an obligated person or sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) The Dissemination Agent shall, within three business days of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the Agency promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (e). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of the Listed Events described under clauses (ii), (iii), (vi), (x), (xi), (xii), (xiii) and (xiv) above shall mean actual knowledge by an officer at the principal office of the Dissemination Agent. The Dissemination Agent shall have no responsibility for determining the materiality of any of the Listed Events. (c) As soon as practicable so as to provide notice not in excess of ten business days after the occurrence of the Listed Event, the Agency as applicable, shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (e). The Agency shall provide the Dissemination Agent with a form of notice of such event in a format suitable for reporting to the MSRB through the EMMA System. (d) If the Agency determines that a Listed Event subject to a materiality requirements referenced in clauses (a) (ii), (vii), (viii), (x), (xiii) or (xiv) would not be material under applicable federal securities law, the Agency shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (e). (1) For the purposes of the event identified in subparagraph (xii), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Agency in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Agency. 4 (e) If the Dissemination Agent has been instructed by the Agency to report the occurrence of a Listed Event and has received a notice of the occurrence in a format suitable for filing with the MSRB, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System and shall provide a copy of such notice to the Participating Underwriter. Section 6. Termination of Reporting Obligation. All of the Agency's obligations hereunder shall terminate upon the earliest to occur of (i) the legal defeasance of the 2011 Bonds, (ii) prior redemption of the 2011 Bonds, (iii) payment in full of all the 2011 Bonds or (iv) upon the delivery to the Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. If such determination occurs prior to the final maturity of the 2011 Bonds, the Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 7. Dissemination Agent. The Agency may, from time to time, appoint or engage a Dissemination Agent to assist in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days' prior written notice to the Agency and the Trustee. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Agency in a timely manner and in a form suitable for filing. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Agency pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be U.S. Bank National Association. If at any time there is no designated Dissemination Agent appointed by the Agency, or if the Dissemination Agent so appointed is unwilling or unable to perform the duties of Dissemination Agent hereunder, the Agency shall be the Dissemination Agent and undertake or assume its obligations hereunder. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act, but should notify the Agency, in writing, of such occurrence. The Dissemination Agent shall be paid compensation by the Agency for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Agency from time to time and for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Agency hereunder and shall not be deemed to be acting in any fiduciary capacity for the Agency, owners or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any direction from the Agency or an opinion of nationally recognized bond counsel. Section 8. Amendment Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2011 Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the 5 primary offering of the 2011 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by owners of the 2011 Bonds in the manner provided in the Indenture, or (ii) does not, in the opinion of a nationally recognized bond counsel, materially impair the interests of the owners or beneficial owners of the 2011 Bonds. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Agency shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information in order to provide information to investors to enable them to evaluate the ability of the Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB in the same manner as for a Listed Event under Section 5(b). The Agency shall not amend this Disclosure Certificate in a manner which affects the rights and obligations of the Dissemination Agent without receiving the written approval of the then acting Dissemination Agent. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Agency shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Agency to comply with any provision of this Disclosure Certificate any owner or Beneficial Owner of the 2011 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Agency to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. All of the immunities, indemnities and exceptions from liability in Article VI of the Indenture insofar as they relate to the Trustee shall apply to the Trustee and the Dissemination Agent in this Disclosure Certificate. The Dissemination Agent shall have only duties as are specifically set forth in this Disclosure Certificate, and the Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its 6 powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any direction from the Agency or an opinion of nationally recognized bond counsel. The obligations of the Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2011 Bonds. No person shall have any right to commence any action against the Trustee or Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Agency, the Dissemination Agent, the Participating Underwriter and owners and Beneficial Owners from time to time of the 2011 Bonds, and shall create no rights in any other person or entity. Section 13. Notices. Any notice or communications to or among any of the parties to this Disclosure Certificate shall be given to all of the following and may be given as follows: If to the Agency: Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, California 92589-9033 Telephone: 951/694-6430 Telecopier: 951/694-6479 Attention: Treasurer If to the U.S. Bank National Association Dissemination Attn: Corporate Trust Services Agent: 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Ref: Temecula RDA Tax Allocation Housing Bonds, 2011 Series A Telephone: 213/615-6005 Telecopier: 213/615-6196 If to the Stone & Youngberg LLC Participating One Ferry Building Underwriter: San Francisco, California 94111 Telephone: 415/445-2300 Telecopier: 415/445-2395 Attention: Municipal Research Department 7 Dated: , 2011 REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ACCEPTANCE OF DISSEMINATION AGENT AND TRUSTEE: The undersigned hereby accepts the designation of Dissemination Agent and agrees to comply with the duties set forth in the foregoing Continuing Disclosure Agreement as Dissemination Agent and Trustee U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent and as Trustee By: Authorized Signatory By: 8 EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Redevelopment Agency of the City of Temecula Name of Bond Issue: $ Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Date of Issuance: , 2011 NOTICE IS HEREBY GIVEN that the Redevelopment Agency of the City of Temecula (the "Agency"), has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated , 2011, by the Agency, and as acknowledged and agreed to by U.S. Bank National Association, as dissemination agent. [The Agency anticipates that the Annual Report will be filed by .] Dated: cc: U.S. Bank National Association A-1 REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Authorized Officer REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION HOUSING BONDS, 2011 SERIES A BOND PURCHASE AGREEMENT Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, California 92589-9033 Temecula Public Financing Authority 41000 Main Street Temecula, California 92589-9033 Ladies and Gentlemen: , 2011 Stone & Youngberg LLC (hereinafter referred to as the "Underwriter") offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the Redevelopment Agency of the City of Temecula (herein referred to as the "Agency") and the Temecula Public Financing Authority (herein referred to as the "Authority"), which will be binding upon the Agency, the Authority and the Underwriter upon the acceptance hereof by the Agency and the Authority. This offer is made subject to the acceptance hereof by the Agency and the Authority by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. All capitalized terms used herein, but not defined herein, shall have the meanings ascribed thereto in the Indenture (as hereinafter defined). The Agency and the Authority acknowledge and agree that (i) the purchase and sale of the 2011 Bonds (as hereinafter defined) pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction among the Agency, the Authority and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the Agency or the Authority, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Agency or the Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency or the Authority on other matters) and the Underwriter has no obligation to the Agency or the Authority with respect to the offering contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement and (iv) the Agency and the Authority have consulted their own legal, financial and other advisors to the extent they have deemed appropriate. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Authority agrees to purchase from the Agency, and the Agency agrees to sell and deliver to the Authority, and the Underwriter hereby agrees to purchase from the Authority, and the Authority agrees to sell and deliver to the Underwriter, all (but not less than all) of the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"), in the aggregate principal TEMRDA BPAf.dodMC amount of $ . The purchase price of the 2011 Bonds is $ (which is the aggregate principal amount of the 2011 Bonds, less an underwriting discount of $ , and plus net original issue premium of $ ). The 2011 Bonds will be dated the date of issuance thereof and will have the maturities, bear interest at the rates and be subject to redemption as set forth on Exhibit A hereto. 2. Authorizing Instruments and Law. The 2011 Bonds will be issued pursuant to the provision of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Redevelopment Law), and Resolution No. RDA , adopted by the Agency on February 22, 2011 (the "Resolution"). The 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 proceeds of the 2011 Bonds will be used to (i) finance eligible housing activities within the City, (ii) make a deposit to the Reserve Account established under the Indenture, and (iii) pay the costs of issuing the 2011 Bonds. The 2011 Bonds will be special obligations of the Agency, payable from and secured by a pledge of the Housing Tax Increment Revenues (as defined in the Indenture) and a pledge of amounts in certain funds and accounts established under the Indenture, all as further described in the Indenture and Final Official Statement (described below). 3. Public Offering. The Agency hereby ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement, dated [February , 2011, relating to the 2011 Bonds (the "Preliminary Official Statement"), which Preliminary Official Statement the Agency has deemed final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the "Rule"), except for information permitted to be omitted therefrom by the Rule. Within seven (7) business days from the date hereof (or such earlier date so as to allow the Underwriter to meet its obligations under the Rule and Rule G-32 of the Municipal Securities Rulemaking Board), the Agency shall deliver to the Underwriter a final official statement relating to the 2011 Bonds, executed on behalf of the Agency by an authorized representative of the Agency and dated the date hereof, which shall include the information permitted to be omitted in the Preliminary Official Statement by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the Agency and by the Underwriter (the "Final Official Statement"). The Underwriter agrees that it will not confirm the sale of any 2011 Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement. The Agency further authorizes the Underwriter to use, in connection with the offer and sale of the 2011 Bonds, the Final Official Statement, that certain Continuing Disclosure Certificate, in the form attached as Appendix E to the Preliminary Official Statement (the "Continuing Disclosure Certificate"), and the Indenture (all such documents referred to in this sentence, together with this Bond Purchase Agreement are hereinafter collectively referred to as the "Financing Documents"), and all information contained herein and therein and all other documents, agreements, certificates or written statements furnished by the Agency to the Underwriter or entered into by the Agency in connection with the transactions contemplated by this Bond Purchase Agreement and the 2011 Bonds. The Agency will undertake, pursuant to the Indenture and the Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events, if material. 2 TEMRDA BPAf.doc/MC A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. The Underwriter agrees to make a bona fide offering of all the 2011 Bonds initially at the public offering prices (or yields) set forth on the inside cover page of the Final Official Statement. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the 2011 Bonds. The 2011 Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. The Closing. At 8:00 A.M., California time, on _ , 2011, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority, the Agency and the Underwriter, the Agency will release the 2011 Bonds to the Authority; and the Authority will, subject to the terms and conditions hereof, cause The Depository Trust Company in New York, New York ("DTC") to release the 2011 Bonds for the beneficial ownership of the Underwriter; and the Agency will deliver to the Underwriter the other documents hereinafter mentioned at the offices of Quint & Thimmig LLP, San Francisco, California ("Bond Counsel"), or another place to be mutually agreed upon by the Agency and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the 2011 Bonds as set forth in Section 1 hereof payable in immediately available funds to the order of the Agency on the date of Closing (as hereinafter defined). This payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing." 5. Agency Representations, Warranties and Covenants. The Agency represents, warrants and covenants to the Underwriter and the Authority that: (a) The Agency is a public body, corporate and politic, organized and existing under the Constitution (the "Constitution") and laws of the State of California (the "State"), including the Redevelopment Law, with full right, power and authority to sell, issue and deliver the 2011 Bonds to the Authority for sale to the Underwriter as provided herein, and to execute, deliver and perform its obligations under the 2011 Bonds, this Bond Purchase Agreement, the Continuing Disclosure Certificate and the Indenture. (b) This Bond Purchase Agreement, the 2011 Bonds, the Continuing Disclosure Certificate and the Indenture, when duly executed and delivered by all parties thereto, will constitute valid, legal and binding obligations of the Agency enforceable against the Agency in accordance with their respective terms, except as the enforceability thereof may be limited by the application of equitable principles, if equitable remedies are sought, or by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally. (c) The Agency has, and at the date of the Closing (the "Closing Date") will have, the full legal right, power and authority to enter into and perform its obligations under this Bond Purchase Agreement, the Continuing Disclosure Certificate and the Indenture, to issue and deliver the 2011 Bonds for sale to the Authority and resale to the Underwriter as provided herein, and will have duly authorized and approved the execution and delivery of, and the performance by the Agency of its obligations contained in, the 2011 Bonds, this Bond Purchase Agreement, the Continuing Disclosure Certificate and the Indenture. (d) As of the date thereof, the Final Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3 TEMRDA BPAf.doc/MC (e) If between the date hereof and the date which is 25 days after the End of the Underwriting Period (as defined below) for the 2011 Bonds, an event occurs of which the Agency has knowledge and which might or would cause the information contained in the Final Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter; and, if, in the opinion of the Agency, Disclosure Counsel, the Underwriter or its counsel, such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the Agency will forthwith prepare and furnish to the Underwriter (at the expense of the Agency) a reasonable number of copies of an amendment of or supplement to the Final Official Statement, in form and substance satisfactory to Bond Counsel, Disclosure Counsel and Underwriter's Counsel (as hereinafter defined), which will amend or supplement the Final Official Statement so that it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Final Official Statement is delivered to the Underwriter, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the 2011 Bonds, the Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein and for purposes of the foregoing, the term "End of the Underwriting Period" for the 2011 Bonds shall mean the earlier of (i) the Closing Date unless the Agency shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the securities for sale to the public; provided, however, that the Agency may treat as the End of the Underwriting Period for the 2011 Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period. (f) If the information contained in the Final Official Statement is amended or supplemented pursuant to paragraph (e) above, at the time of each supplement or amendment thereto, the portions of the Final Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the information therein, in the light of the circumstances under which it was presented, not misleading. (g) At the time of the Closing, there shall not have been any material adverse changes in the financial condition of the Agency or any material adverse change in the valuation of taxable property in the Project Area (as described in the Final Official Statement) since the date of the Final Official Statement. (h) As of the time of acceptance hereof and as of the time of the Closing, the Agency is not and will not be in material breach of or in material default under any applicable law or administrative regulation of the State or the United States of America, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Agency is a party or is otherwise subject which breach would have a material adverse effect on the 2011 Bonds; and, as of such times, the execution and delivery by the Agency of this Bond Purchase Agreement, the Indenture, the Continuing Disclosure Certificate and the 2011 Bonds, and compliance by the Agency with the provisions of each of such agreements or instruments, do not and will not conflict with or constitute a breach of or default under any applicable law or administrative regulation of the State or the United States of America applicable to the Agency or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Agency is a party or is otherwise subject which breach or default would have a material adverse effect on the 2011 Bonds. 4 TEMRDA BPAf.doc/MC (i) Between the time of acceptance hereof and the Closing, the Agency will not, without the prior written consent of the Underwriter, issue any bonds or securities secured by a pledge of or lien on the Housing Tax Increment Revenues. (j) As of the time of acceptance hereof and the Closing, and except as described in the Final Official Statement, no litigation is or will be pending and served upon the Agency or, to the knowledge of the Agency, threatened in any court (i) in any way challenging any member of the Agency, or the Chairperson of the Agency, to their respective offices or (ii) seeking to restrain or enjoin the issuance or delivery of any of the 2011 Bonds, or the collection of the Housing Tax Increment Revenues which are pledged to pay the principal of and interest on the 2011 Bonds, or in any way contesting or affecting the validity of the 2011 Bonds, this Bond Purchase Agreement, the Indenture, the Continuing Disclosure Certificate or the collection of the Housing Tax Increment Revenues, or the pledge of the Housing Tax Increment Revenues under the Indenture, or contesting the powers of the Agency or its authority for the issuance of the 2011 Bonds, or (iii) contesting in any way the completeness, accuracy or fairness of the Final Official Statement. (k) As of the time of acceptance hereof and as of the Closing Date, the Agency does not and will not have outstanding any indebtedness which is secured by a lien on the Housing Tax Increment Revenues of the Agency superior to or on a parity with the lien of the 2011 Bonds on the Housing Tax Increment Revenues except as described in the Final Official Statement. (1) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order to qualify the 2011 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (m) As of the Closing Date, all approvals, consents or orders required of the Agency by any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance by the Agency of its obligations under this Bond Purchase Agreement, the 2011 Bonds, the Indenture and the Continuing Disclosure Certificate will have been obtained. (n) The Agency is in compliance with its statutory reporting requirements under the Redevelopment Law, and the Agency has no "excess surplus" as defined in California Health and Safety Code Section 33334.12(g)(1). 6. Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and agrees with the Agency and the Underwriter as follows: (a) The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California. (b) The Authority has full legal right, power and authority to enter into this Bond Purchase Agreement and to perform the actions on its part contemplated hereby. (c) By all necessary official action, the Authority has duly authorized and approved the execution and delivery of and the performance by the Authority of the obligations on its part contained in this Bond Purchase Agreement. 5 TEMRDA BPAf.doc/MC (d) As of the date hereof, there is no action, suit, proceeding, inquiry or investigation, notice of which has been served on the Authority, at law or in equity before or by any court, government agency, public board or body, pending with respect to which the Authority has been served with process or to the best knowledge of the officer of the Authority executing this Bond Purchase Agreement, threatened against the Authority, affecting the existence of the Authority or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the 2011 Bonds or the execution and delivery by the Authority of this Bond Purchase Agreement, nor, to the best knowledge of the officer of the Authority executing this Bond Purchase Agreement, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the authorization, execution, delivery or performance by the Authority of this Bond Purchase Agreement. (e) Any certificate signed by any officer of the Authority and delivered to the Underwriter pursuant to this Bond Purchase Agreement or any document contemplated hereby shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. 7. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and covenants of the Authority and the Agency contained herein and the performance by the Authority and the Agency of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter's obligations under this Bond Purchase Agreement also are and shall be subject to the following conditions: (a) At the Closing Date, the 2011 Bonds, the Bond Purchase Agreement, the Indenture, the Continuing Disclosure Certificate and the Final Official Statement shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Underwriter with only such changes as shall have been agreed to by the Underwriter, and said agreements shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the 2011 Bonds and with the transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as Bond Counsel shall deem to be necessary and appropriate. (b) The representations and warranties of the Authority and the Agency contained in this Bond Purchase Agreement, the Indenture and the Continuing Disclosure Certificate shall be true and correct in all material respects on the date hereof and on the Closing Date, as if made again on the Closing Date, and the Final Official Statement (as the same may be supplemented or amended with the written approval of the Underwriter) shall be true and correct in all material respects and shall not contain any untrue statement or fact or omit to state any fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. (c) At the time of the Closing, the Authority and the Agency shall perform or have performed all of their obligations required under or specified in the Financing Documents at or prior to the Closing. (d) At the time of the Closing, no default shall have occurred or be existing under this Bond Purchase Agreement, the Indenture or the Continuing Disclosure Certificate and the Agency shall not be in default in the payment of principal or interest on any of its indebtedness which default may materially adversely impact the ability of the Agency to repay the 2011 Bonds. (e) In recognition of the desire of the Agency and the Underwriter to effect a successful public offering of the 2011 Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right to terminate this Bond Purchase 6 TEMRDA BPAf.doc/MC Agreement by written notification to the Agency and the Authority if at any time at or prior to the Closing: (i) the marketability of the 2011 Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by any event occurring which causes any statement contained in the Final Official Statement as of the date thereof to be materially misleading or results in a failure of the Final Official Statement to state a material fact necessary to make the statements in the Final Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the 2011 Bonds or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States of America or by any legislation in or by the Congress of the United States of America or by the State, or the amendment of legislation pending as of the date of this Bond Purchase Agreement in the Congress of the United States of America, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States of America, the Treasury Department of the United States of America, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States of America, or the favorable reporting for passage of legislation to either House of the Congress of the United States of America by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the 2011 Bonds; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the 2011 Bonds in the reasonable opinion of the Underwriter; or (iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the 2011 Bonds, or the issuance, offering or sale of the 2011 Bonds, including all underlying obligations, as contemplated hereby or by the Final Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (v) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 2011 Bonds, or the 2011 Bonds, are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or 7 TEMRDA BPAf.doc/MC (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to market the 2011 Bonds; or (vii) a general banking moratorium shall have been established by federal or State authorities; or (viii) the United States of America has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak or escalation of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, escalation, calamity or crisis on the financial markets of the United States of America, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the 2011 Bonds (it being agreed by the Underwriter that there is no outbreak, escalation, calamity or crisis of such character as of the date hereof); or (ix) the rating on any bonds, notes or other obligations of the Agency shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the market price of the 2011 Bonds; or (x) the commencement of any action, suit or proceeding described in paragraph 5(j) hereof, which, in the reasonable judgment of the Underwriter, materially adversely affects the market price of the 2011 Bonds. (f) At or prior to the Closing, the Underwriter shall receive with respect to the 2011 Bonds (unless the context otherwise indicates) the following documents: (i) Bond Opinion. The approving opinion of Bond Counsel to the Agency, dated the Closing Date and substantially in the form included as Appendix D to the Final Official Statement, together with a letter from such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the Agency may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (ii) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, dated the Closing Date to the following effect: (A) the 2011 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (B) this Bond Purchase Agreement has been duly executed and delivered by the Agency and the Authority and (assuming due authorization, execution and delivery by and validity against the Underwriter) is a valid and binding agreement of the Agency and the Authority, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; and (C) the statements contained in the Final Official Statement under the captions "INTRODUCTION," "THE 2011 BONDS" (except for information relating to The Depository Trust Company and the book -entry system for registration of the 2011 8 TEMRDA BPAf.doc/MC Bonds), "SECURITY FOR THE 2011 BONDS," and "TAX MATTERS," and in Appendices A and D, are accurate insofar as such statements expressly summarize certain provisions of the 2011 Bonds, the Indenture and the opinion attached as Appendix D to the Final Official Statement; provided that Bond Counsel need not express any opinion with respect to any financial or statistical information contained therein. (iii) Agency Counsel Opinion. An opinion of the City Attorney, as Counsel to the Agency, dated the Closing Date and addressed to the Underwriter, in the form of Exhibit B hereto. (iv) Agency Certificate. A certificate of the Agency, dated the Closing Date, signed on behalf of the Agency by the Executive Director or other duly authorized officer of the Agency to the effect that: (A) the representations and warranties of the Agency contained herein and in the Indenture and the Continuing Disclosure Certificate are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; and (B) no event affecting the Agency has occurred since the date of the Final Official Statement which has not been disclosed therein, or in any supplement or amendment thereto, which event should be disclosed in the Final Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (v) Authority Certificate. A certificate of the Authority, dated the Closing Date, signed on behalf of the Authority by the Executive Director or other duly authorized officer of the Authority, to the effect that: (A) the representations and warranties of the Authority contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; and (B) no event affecting the Authority has occurred since the date of the Final Official Statement which has not been disclosed therein, or in any supplement or amendment thereto, which event should be disclosed in the Final Official Statement in order to make the statements with respect to the Authority therein, in the light of the circumstances under which they were made, not misleading. (vi) Disclosure Counsel Opinion. An opinion, dated the Closing Date and addressed to the Agency and to the Underwriter, of McFarlin & Anderson LLP ("Disclosure Counsel"), stating that without having undertaken to determine independently the accuracy, fairness or completeness of the statements contained in the Final Official Statement, and based upon its participation in the preparation of the Final Official Statement, no facts came to the attention of the attorneys in its firm rendering legal services in connection with such representation which cause such firm to believe that, as of the date of the Final Official Statement, the Final Official Statement (except for any financial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about feasibility, valuation, appraisal, absorption, real estate, ownership, archaeological or environmental matters, the Appendices thereto or any information about debt service requirements, book -entry, The Depository Trust Company or tax exemption included therein, as to which no opinion need be expressed) contained any untrue statement of a material 9 TEMRDA BPAf.doc/MC fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (vii) Trustee's Certificate. A certificate of the Trustee, dated the Closing Date, addressed to the Agency and the Underwriter, to the following effect: (A) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America; and (B) the Trustee has full power, authority and legal right to comply with the terms of the Indenture and to perform its obligations stated therein. (viii) Opinion of Counsel to Trustee. An opinion of counsel to the Trustee, to the effect that: (A) the Trustee has been duly organized and is validly existing and in good standing under the laws of the United States of America, with full corporate power to undertake the trust duties and obligations of it under the Indenture and its obligations under the Continuing Disclosure Certificate; (B) the Trustee has duly authorized, executed and delivered the Indenture and accepted and acknowledged the Continuing Disclosure Certificate and by all proper corporate action has authorized the acceptance of the duties and obligations of the Trustee under the Indenture and the Continuing Disclosure Certificate and to authorize in such capacity the authentication and delivery of the 2011 Bonds; (C) assuming due authorization, execution and delivery thereof by the Agency, the Indenture and the Continuing Disclosure Certificate constitute the valid, legal and binding agreements of the Trustee, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); and (D) exclusive of federal or State securities laws and regulations, to the best of such counsel's knowledge after reasonable inquiry and investigation, other than routine filings required to be made with governmental agencies in order to preserve the Trustee's authority to perform a trust business (all of which routine filings such counsel believes, after reasonable inquiry and investigation, to have been made), no authorization, approval, consent, order or other action by any governmental or regulatory authority having jurisdiction over the Trustee is or will be required for the execution and delivery by the Trustee of the Indenture, the authentication by the Trustee of the 2011 Bonds or the acceptance or acknowledgment of the Continuing Disclosure Certificate. (ix) Certain Financing Documents. An executed copy of the Original Indenture, the First Supplement and of the Continuing Disclosure Certificate. (x) City Resolution. A copy of the Resolution adopted by the City Council and certified by the City Clerk or Assistant City Clerk of the City approving issuance by the Agency of the 2011 Bonds. 10 TEMRDA BPAf.doc/MC (xi) Agency Resolution. A copy of the Resolution adopted by the Agency and certified by the Secretary or Assistant Secretary of the Agency authorizing the execution and delivery of the Indenture, this Bond Purchase Agreement and the Continuing Disclosure Certificate. (xii) Authority Resolution. A certified copy of the Authority Resolution adopted by the Authority and certified by the Secretary or Assistant Secretary of the Authority authorizing the execution and delivery of this Bond Purchase Agreement. (xiii) Form 8038-G. Evidence that the federal tax information Form 8038-G has been prepared for filing. (xiv) Letter of Representations. A certified copy of the Letter of Representations by the Agency to DTC. (xv) Final Official Statement. An executed copy of the Final Official Statement. (xvi) Preliminary Official Statement. An executed certificate, dated the date of the Preliminary Official Statement, of the Agency in the form of Exhibit C hereto. (xvii) Tax Certificate. An Arbitrage Certificate or Arbitrage Certificates of the Agency relating to the 2011 Bonds in form satisfactory to Bond Counsel. (xviii) Certificate of Fiscal Consultant. An executed certificate of the Fiscal Consultant, dated the Closing Date, addressed to the Agency and the Underwriter in the form of Exhibit D hereto. (xix) Underwriter's Counsel Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriter's Counsel"), in form and substance acceptable to the Underwriter. (xx) Evidence of Rating. Evidence satisfactory to the Underwriter that the 2011 Bonds have been rated "A" by Standard & Poor's Ratings Services and that any such rating has not been revoked or downgraded; (xxi) Additional Documents. Such additional certificates, instruments and other documents as the Underwriter, Bond Counsel or Disclosure Counsel may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Agency herein and the due performance or satisfaction by the Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Agency hereunder. This Bond Purchase Agreement shall terminate and the Underwriter, the Authority and the Agency shall not be under further obligation hereunder except as set forth in Section 9 hereof: (i) if the Agency shall be unable to satisfy the conditions contained in this Bond Purchase Agreement; (ii) if 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; or (iii) if the obligations of the Underwriter shall be terminated for any reason permitted by this Bond Purchase Agreement. 11 TEMRDA BPAf.doc/MC 8. Certain Covenants. After the Closing: (a) the Agency will not adopt any amendment of or supplement to the Final Official Statement to which, after having been furnished a copy, the Underwriter shall reasonably object in writing; and if any event relating to or affecting the Agency or the Project Area shall occur prior to the End of the Underwriting Period as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Final Official Statement in order to make the Final Official Statement not misleading in the light of the circumstances existing at the time it is delivered to the Underwriter, the Agency shall cause to be forthwith prepared and furnished to the Underwriter (at the expense of the Agency) a reasonable number of copies of an amendment of or supplement to the Final Official Statement (in form and substance satisfactory to the Underwriter) that will amend or supplement the Final Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to the Underwriter, not misleading; and (b) the Agency shall not knowingly take or omit to take, as is appropriate, any action which would adversely affect the exclusion from gross income under federal tax law of the interest on the 2011 Bonds or which would cause the 2011 Bonds to become arbitrage bonds under Section 148 of the Code and the regulations thereunder. 9. Expenses. All expenses and costs of the Agency and the Authority incident to the performance of their obligations hereunder and in connection with the authorization, execution, sale and delivery of the 2011 Bonds to the Underwriter, including any printing costs, fees of the Trustee and the Dissemination Agent, fees and expenses of consultants, fees and expenses of Bond Counsel, fees and expenses of Disclosure Counsel and fees and expenses of counsel to the Agency, to the Authority and to the City shall be paid from the 2011 Bond proceeds or in the event that 2011 Bonds are not issued for any reason, shall be paid by the Agency. All costs and expenses of the Underwriter, including travel, "blue sky" expenses, fees and expenses assessed upon the Underwriter with respect to the 2011 Bonds by the Municipal Securities Rulemaking Board or Financial Industry Regulatory Board (FINRA), CUSIP® Service Bureau charges, CDIAC fees, advertising expenses and any fees or expenses of counsel to the Underwriter shall be paid by the Underwriter. 10. Survival of Certain Representations and Obligations. The respective agreements, covenants, representations, warranties and other statements of the Agency and the Authority and of each of their respective officials and officers set forth in or made pursuant to this Bond Purchase Agreement shall survive delivery of and payment for the 2011 Bonds, regardless of any investigation, or statements as to the results thereof, made by or on behalf of the Underwriter. 11. Notice. Any notice or other communication to be given to the Agency or the Authority under this Bond Purchase Agreement may be given by delivering the same in writing, addressed as follows: Redevelopment Agency of the City of Temecula, 41000 Main Street, Temecula, California 92589-9033, Attention: Ms. Genie Roberts, Treasurer. Any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stone & Youngberg LLC, 515 South Figueroa Street, Suite 1800, Los Angeles, California 90071-3338, Attention: Sara Brown. 12. Entire Agreement. This Bond Purchase Agreement, when accepted by the Agency and the Authority, shall constitute the entire agreement among the Agency, the Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority and the Underwriter (including the successors or assigns of the Underwriter). No other person or entity shall acquire or have any right hereunder by virtue hereof, except as expressly provided herein. 12 TEMRDA BPAf.doc/MC 13. Counterparts. This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 15. California Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State. 13 TEMRDA BPAf.doc/MC 16. No Assignment. The rights and obligations created by this Bond Purchase Agreement shall not be subject to assignment by the Underwriter, the Authority or the Agency without the prior written consent of the other parties hereto. Accepted as of the date first stated above: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Name: Shawn Nelson Title: Executive Director TEMECULA PUBLIC FINANCING AUTHORITY By Name: Shawn Nelson Title: Executive Director STONE & YOUNGBERG LLC By Authorized Representative 14 TEMRDA BPAf.doc/MC EXHIBIT A REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA TEMECULA REDEVELOPMENT PROJECT NO. 1 TAX ALLOCATION HOUSING BONDS, 2011 SERIES A MATURITY SCHEDULE Maturity Date Amount Rate Yield Price Serial Bonds: 20 20 20 20 20 A-1 TEMRDA BPAf.doc/MC REDEMPTION TERMS Optional Redemption of the 2011 Bonds. The 2011 Bonds maturing on or after August 1, 20 , shall be 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: 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, 20 , 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 A-2 20 20 2039 (maturity) A-3 EXHIBIT B OPINION OF AGENCY COUNSEL , 2011 Redevelopment Agency of the City of Temecula 41000 Main Street Temecula, California 92589-9033 Stone & Youngberg LLC 515 South Figueroa Street, Suite 1800 Los Angeles, California 90071 Re: $ Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Ladies & Gentlemen: In our capacity as counsel to the Redevelopment Agency of the City of Temecula (the "Agency") in connection with the issuance of the above -referenced bonds (the "2011 Bonds") by the Agency, we have examined the original, certified copies, or copies otherwise identified to our satisfaction as being true copies of the following documents: (1) the Agency Resolution No. RDA _, adopted by the governing board of the Agency on [February , 2011 (the "Resolution"); (2) the 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"); (3) the Bond Purchase Agreement, dated , 2011 (the "Bond Purchase Agreement"), by Stone & Youngberg LLC, as underwriter (the "Underwriter"), as accepted by the Temecula Public Financing Authority (the "Authority") and the Agency; (4) the Continuing Disclosure Certificate, dated March 1, 2011, of the Agency, as accepted and agreed to by U.S. Bank National Association, as dissemination agent; and (5) the Official Statement, dated , 2011, relating to the 2011 Bonds (the "Final Official Statement"). Documents (2), (3) and (4) shall be referred to herein as the "Agreements." All capitalized terms used but not otherwise defined in this opinion have the meanings ascribed to them in the Bond Purchase Agreement and if not defined in the Bond Purchase Agreement then as ascribed to them in the Final Official Statement. Relying on such examination and pertinent law and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that: 1. The Agency is a public body, corporate and politic, duly organized and validly existing under the laws of the State of California (the "State"). 2. The Resolution has been duly adopted at a meeting of the governing body of the Agency which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolution is in full force and effect and has not been modified, amended, or rescinded. 3. The information in the Final Official Statement with respect to the Agency and the Project Area (as referenced in the Official Statement) is fair and accurate, and nothing has come to our attention which would lead us to believe that such information (excluding therefrom the financial and B-1 TEMRDA BPAf.doc/MC statistical data and forecasts included therein, as to which we express no opinion) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4. To the best of our knowledge, except as otherwise disclosed in the Final Official Statement, there is no litigation or proceeding, pending against the Agency and notice of which has been served on the Agency, or threatened, challenging the creation, organization, or existence of the Agency, or the validity of the 2011 Bonds or the Agreements, or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the Agency's ability to pay principal of or interest on the 2011 Bonds when due, or which in any manner questions the right of the Agency to issue the 2011 Bonds or to use the Housing Tax Increment Revenues for repayment of the 2011 Bonds, or affects in any manner the right or ability of the Agency to collect or pledge the Housing Tax Increment Revenues or the lien priority thereof. 5. To the best of our knowledge, the Agency is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, trust agreement, certificate, resolution, agreement, or other instrument to which the Agency is a party, or is otherwise subject, which breach or default would materially adversely affect the Agency's ability to enter into or perform its obligations under the Agreements, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument and which would materially adversely affect the Agency's ability to enter into or perform its obligations under the Agreements. 6. Except as to any action required under State securities or "blue sky" laws in connection with the purchase or distribution of the 2011 Bonds by the Underwriter, as to which we express no opinion, no authorization, approval, consent or other order of the State, any local agency of the State or the City, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution, and delivery by the Agency of the Agreements and the authorization and distribution of the Preliminary Official Statement and the Final Official Statement; 7. Except as described in the Final Official Statement, interest on the 2011 Bonds and costs of issuance are not includable in the calculation of the limitations under the 1991 Settlement Agreement (as defined in the Final Official Statement). 8. Except as described in the Final Official Statement with respect to Pass -Through Agreements, no obligations of the Agency have a priority to or are on a parity with the Agency's pledge of Housing Tax Increment Revenues to payment of the 2011 Bonds. The opinions set forth above are subject to the following qualifications: Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based on our knowledge, it is intended to signify that during the course of our representation of the Agency as herein described, no information has come to the attention of the lawyers in our firm actively representing the Agency in the matters described herein which would give them current actual knowledge of the existence or absence of such facts and that "constructive knowledge" is not sufficient to impart a duty or obligation to a party. Except to the extent expressly set forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Agency. Any limited inquiries made by us during the preparation of this opinion letter should not be regarded as such an investigation. B-2 Bond Purchase Agreement -5 -attached to Agenda Report. doc/MC In expressing the opinions set forth above, we have assumed, without inquiry or investigation (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies or exhibits, and the authenticity of such originals of such latter documents; (ii) the due execution and delivery of the Agreements by persons duly representing the parties other than the Agency or Authority; (iii) that each party to the Agreements other than the Agency or Authority as applicable, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (iv) that each party to the Agreements, other than the Agency or Authority as applicable, has the power and authority to execute and deliver the Agreements and to perform its obligations thereunder and all such actions have been duly and validly authorized by all necessary proceedings on its part; (v) that the Agreements constitute the legal, valid, and binding obligations of each party thereto, other than the Agency or Authority as applicable, enforceable against such parties in accordance with their respective terms; and (vi) that there are no oral or written terms or conditions agreed to by the parties to the Agreements which would have an effect on the opinions rendered herein. We have made no examination of, and express no opinion as to, title to the properties within the Project Area. No opinions are expressed herein with respect to compliance with the anti -fraud provisions of applicable federal and state securities or other laws, rules or regulations. Our opinions set forth herein do not extend to, and we express no opinions herein with respect to, (a) any laws of any jurisdictions other than the laws of the State, and (b) any matters covered by the securities or income tax laws, decisions, rules, or regulations of any jurisdiction. Further, we express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained in the Agreements. Without limiting any of the foregoing, we express no opinion as to any matter other than as expressly set forth above. This letter is furnished by us as counsel to the Agency. No attorney-client relationship has existed or exists between our firm and Stone & Youngberg LLC in connection with the 2011 Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This opinion letter is rendered solely for your benefit, and may not be relied upon, quoted, or used, nor its benefit claimed, by any other person or entity, or for any other purposes, without our prior written consent, except that reference may be made to it and copies included in closing document transcripts pertaining to the 2011 Bonds. This letter is not intended to, and may not, be relied upon by owners of the 2011 Bonds. Very truly yours, B-3 Bond Purchase Agreement -5 -attached to Agenda Report. doc/MC EXHIBIT C RULE 15c2-12 CERTIFICATE , 2011 Stone & Youngberg LLC 515 South Figueroa Street, Suite 1800 Los Angeles, California 90071-3338 Re: $ Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Ladies and Gentlemen: You have been engaged by the Redevelopment Agency of the City of Temecula (the "Agency") to act as the underwriter in connection with the sale of the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). For purposes of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2- 12"), the undersigned hereby certifies on behalf of the Agency that the Preliminary Official Statement, dated , 2011, with respect to the 2011 Bonds is deemed final in accordance with Rule 15c2- 12 as of its date except for the omission of certain matters which may be omitted under Rule 15c2-12 (including interest rates, redemption prices and dates, ratings, and related information). * Preliminary, subject to change. Very truly yours, REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: C-1 Name: Shawn Nelson Title: Executive Director Bond Purchase Agreement -5 -attached to Agenda Report. doc/MC EXHIBIT D CERTIFICATE OF FISCAL CONSULTANT The undersigned, on behalf of HdL Coren & Cone, as Fiscal Consultant (the "Fiscal Consultant") to the Redevelopment Agency of the City of Temecula (the "Agency"), in connection with the issuance by the Agency of its $ aggregate principal amount of Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "Bonds"), hereby confirms, as of the date hereof, the information set forth in its Report, dated , 2011 (the "Report"), entitled "Projected Taxable Values and Anticipated Tax Increment Revenues," prepared in connection with the sale of the Bonds, and certifies the following that: 1. The undersigned is an authorized officer of the Fiscal Consultant and, as such, is familiar with the facts certified and is authorized and qualified to execute this certificate. 2. In the professional experience and opinion of the Fiscal Consultant, the assumptions made in the Report are reasonable. 3. The Fiscal Consultant is not aware of any event or act which has occurred since the date of the Report which, in the Fiscal Consultant's opinion, would materially and adversely affect the conclusions expressed therein. 4. The undersigned hereby consents to the references to the Fiscal Consultant and to the information from the Report reproduced in the Preliminary Official Statement and in the Official Statement for the Bonds. 5. The Fiscal Consultant hereby certifies that, as of the date of the Report and the date hereof, the information in Tables 1, 2, 3, 4 and 5, and the information relating to the Projected Taxable Values and Anticipated Housing Tax Increment Revenues contained in the Official Statement under the caption "COVERAGE ANALYSIS" insofar as such statements purport to summarize portions of the Report, are accurate in all material respects and do not omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading, and no events or occurrences have been ascertained by the Fiscal Consultant or have come to its attention that would substantially adversely change the opinions set forth in the Report. We note that in making the foregoing statements that the Fiscal Consultant has undertaken no additional research with respect to the Agency or the Project Area (as referenced in the Official Statement). The Agency and Stone & Youngberg LLC, as the Underwriter of the Bonds, are entitled to rely on this Certificate. Dated: , 2011 HdL COREN & C(_)NE By D-1 Bond Purchase Agreement -5 -attached to Agenda Report. doc/MC RDA DEPARTMENTAL REPORT Item No. 25 Approvals City Attorney Director of Finance City Manager TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Agency Members FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Redevelopment Department November/December Monthly Report RECOMMENDATION: Receive and file. REDEVELOPMENT Temecula Valley Convention and Visitors Bureau Lease of Commercial Space in the Old Town Parking Garage - The Agency and the Temecula Valley Convention and Visitors Bureau have executed an Office Lease for commercial space in the Old Town Parking Garage. The Convention and Visitor's Bureau is currently in the process of working with the architect of the Civic Center project to design the tenant improvements. These improvements are estimated to be complete February 1, 2011 and CONVIS is expected to move in on March 1, 2011. Town Square Market Place - As part of the Civic Center Master Plan, the City has created a development opportunity for approximately 52,000 square feet of commercial and office space surrounding the Town Square along the reconfigured Main Street. The Agency issued a Request for Interest to select a preferred development partner. On August 26, 2008, the City Council entered into an Exclusive Negotiating Agreement (ENA) with Pelican Properties to develop the project. Pelican has participated in several meetings with Old Town stakeholders and adjacent property owners. They have worked closely with Staff on site planning issues. On January 22, 2009 the Executive Director granted a three-month extension to the Exclusive Negotiating Agreement which expires on May 26, 2009. Due to the state of the economy Staff recommended the Agency extend the ENA an additional six months. On May 26, 2009 Agency Board approved a six (6) month extension to the ENA. Agency Staff met with the Agency sub- committee in February 2010 and received direction to take an extension of one year with the possibility of an additional one year administrative extension which the Agency approved on March 9, 2010. Agency Staff and Pelican Properties have been in continuous contact as we make progress towards a first draft of the Development Agreement. Auto Mall Sign - The Agency and Auto Dealers Association have entered into a Loan Agreement for a loan from the Agency to the Auto Dealers Association in the amount of $875,000 for a state of the art high definition marquee sign. Part of the agreement stipulates that the City will have 10 percent of the time between sunrise and 11:00 p.m. daily to use the sign to promote City interests. The sign will be located on the parcel south of Rancho Ford. The new sign is now nearing final completion. Per the Loan Agreement the old sign will be removed before the new sign can receive final approval from the building official. Facade Improvement Program - The Facade Improvement Program provides funding assistance to Old Town business and property owners to provide exterior improvements to their buildings and property. Funding in the amount of $80,000 is available during FY 2010-2011. As of July 1, 2010, the Agency began accepting applications for the program. Currently, funding for the following projects is in process: • The Children's Museum — New Business Sign • Temecula Stampede — Exterior Repairs and Paint • Emporium Center — Exterior Facade Renovation Additionally, in January 2011, the Agency transferred $66,802 from the Facade Improvement budget line item to fund the Agency's obligation under the Owner Participation Agreement (OPA) between the Agency and Abbott. Abbott Cardiovascular Systems OPA Payment - On February 12, 2002 the Agency Board approved an Owner Participation Agreement ("OPA") between the Agency and Abbott Cardiovascular Systems, Inc. (formerly Guidant Cardiovascular Systems). The purpose of the OPA was to provide development incentives through property tax reimbursement. In order to receive the reimbursement Abbott was required to meet certain thresholds including minimum square foot expansion to its physical plant (90,000 square feet) and to add and maintain 300 full-time jobs within its Temecula Facility. Per the OPA, the fiscal consultant of the Agency was directed to analyze and determine the amount of the reimbursement due to Abbott. The reimbursement is based on property tax increment generated as a direct result of Abbott's physical plant expansion. The Agency has verified that Abbott has met the thresholds to reimbursement as stated in the OPA. The Agency's fiscal consultant has conducted a review of the amount of reimbursement due to Abbott, and the first annual installment of the reimbursement was delivered to Abbott in January. HOUSING R.C. Hobbs Exclusive Negotiating Agreement - The R.C. Hobbs Company approached the Agency regarding the possible development of mixed income affordable housing on vacant Agency owned property located at 28640 Pujol Street. Considering Hobbs' background and recent Staff experience working with the organization, Staff felt that Hobbs would be a quality partner on an affordable housing development at the aforementioned location. Hobbs requested that the Agency and Hobbs enter into an ENA with a one-year term with a potential six month extension by written approval of the Executive Director. The Agency approved the ENA at its February 9, 2010 meeting. An appraisal for the subject property was commissioned by the Agency and completed on June 24, 2010. The Agency and R.C. Hobbs continue to negotiate potential development on the subject site. First Time Homebuyers Program - On July 22, 2008, the City Council approved an amendment to increase the loan amount for down payment assistance from $24,000 to $65,000. This down payment assistance allows qualifying households to purchase homes in the $200,000-$300,000 price range. The program budget for FY 2010/2011 is $1,000,000. As of July 1, 2010, the Agency began accepting applications. Currently, two loans for a total amount of $90,800 have been funded for this fiscal year. Additionally, in January 2011, the Agency transferred $850,000 from the First Time Homebuyers budgeted line item to ensure adequate funding of two potential affordable housing developments this fiscal year (2010-2011). Summerhouse - The Agency negotiated an Owner Participation Agreement ("OPA") with Summerhouse Housing Partners L.P for the purchase and development of the Summerhouse community. The Agency Board approved the OPA on September 22, 2009. The OPA terms require the development of 70 affordable units at very -low income, 20 units at moderate income, and 20 units at senior affordable income, for a total of 110 affordable units. The terms of this agreement place affordability restrictions on the property for 55 years. Immediately following the close of escrow, Summerhouse Housing Partners L.P. began clean- up and restoration of the site. A Development Plan has been approved by the City and construction of the 20 units is complete. The Agency is currently processing the Notice of Completion and leasing of the 20 units is expected to begin in February 2011. Residential Improvement Program - The Residential Improvement Program (RIP) provides funding assistance to low and moderate income level homeowners to do exterior improvements to their home and property. The program budget for FY 201012011 is $200,000. The Agency began taking applications for the program July 1, 2010. Currently, all $200,000 budgeted for the Program has been allocated to 32 residences approved for participation. TEMECULA PUBLIC FINANCING AUTHORITY Item No. 26 ACTION MINUTES of FEBRUARY 8, 2011 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA PUBLIC FINANCING AUTHORITY The Temecula Public Financing Authority convened at 8:21 P.M. CALL TO ORDER: Chair Person Ron Roberts ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Washington, Roberts Absent: TPFA PUBLIC COMMENTS There were no public comments. TPFA CONSENT CALENDAR Roberts 14 Action Minutes - Approved Staff Recommendation (4-0-1) Agency Member Naggar made the motion; it was seconded by Agency Member Edwards and electronic vote reflected approval with the exception of Chair Person Roberts who was absent RECOMMENDATION: 14.1 Approve the action minutes of July 27, 2010. 15 Change in location for the Temecula Public Financing Authority - Approved Staff Recommendation (4-0-1) Agency Member Naggar made the motion; it was seconded by Agency Member Edwards and electronic vote reflected approval with the exception of Chair Person Roberts who was absent RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. TPFA 11-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA, AMENDING TPFA RESOLUTION NO. 01-01, CHANGING THE LOCATION AND THE ADDRESS OF TPFA MEETINGS R:1Minutes.tpfa1020811 1 ADJOURNMENT At 8:23 P.M., the Temecula Public Financing Authority 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. Ron Roberts , Chair Person ATTEST: Susan W. Jones, MMC City Clerk/Agency Secretary [SEAL] R:1Minutes.tpfa1020811 2 COUNCIL BUSINESS Item No. 27 Approvals City Attorney Director of Finance City Manager Rief— fie, 00L CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: Establishing the Temecula Housing Authority PREPARED BY: Dale West, Associate Planner RECOMMENDATION: That the City Council: 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 BACKGROUND: On January 10, 2011, Governor Jerry Brown released his proposed budget for Fiscal Year 2011-2012. 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 proposed over $12.5 billion in program cuts and extensions of tax increases to close the budget gap. One consequence of the Governor's proposal would be to completely eliminate local Redevelopment Agencies, including the twenty (20) percent affordable housing set -a -aside tax increment funding which is designated solely for the purpose of creating affordable housing opportunities in the City. The affordable housing funding through Redevelopment is the only on- going source of funds in the State of California to produce affordable housing. The Governor's proposal, if approved, would transfer all affordable housing fund balances to a local Housing Authority. The City of Temecula does not have a City Housing Authority, therefore based on the Governor's proposed budget, the affordable housing fund balance generated locally would go to the Riverside County Housing Authority and there would be no guarantee that these funds would be spent locally in the City of Temecula. Loss of limited affordable housing dollars through the Governor's proposal would prove devastating to the City's ability to meet the significant affordable housing demands our community and requirements of the State Housing and Community Development Department (HCD). To help protect local housing funds and programs, the City of Temecula City Council is activating the local housing authority pursuant to State law Section 34240 of the California Health and Safety Code, which allows for every City to establish a housing authority to serve the public interest and promote the public safety and welfare and ensure decent, safe, sanitary and affordable housing accommodations to persons of low income. By action of the City of Temecula City Council to adopt a resolution declaring the need for a housing authority in the City of Temecula, the Temecula Housing Authority would be activated and be able to transact business and exercise its powers upon proof of the adoption of a resolution by the governing body declaring the need for the authority. FISCAL IMPACT: Not every detail of the Governor's budget proposal is as of yet completely clear. This fact makes it difficult for staff to accurately estimate what the true fiscal impact the creation of the Housing Authority would have. But, based on what information is available, the establishment of the Temecula Housing Authority will likely make it possible for the Redevelopment Agency to transfer its available 20% Housing Set -Aside funds and any affordable housing bond proceeds and real estate assets directly over to the Housing Authority, as opposed to losing those funds to the Riverside County Housing Authority. Further, the existence of the Temecula Housing Authority will provide a number of new revenue opportunities for the maintenance and/or creation of affordable housing programs such as the First Time Homebuyer program, the Residential Improvement Program, the currently County administered Section 8 Housing Program and the County administered Community Development Block Grant allocation. ATTACHMENT: Resolution 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 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBYRESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula does hereby find, determine and declare that: A. The Housing Authority Law is codified in California Health and Safety Code Sections 34200 et seq. (the "Law"); B. Section 34240 of the Law provides in every city, including the City of Temecula, there is a public body, corporate and politic, known as the housing authority of the city; C. Section 34240 of the Law additionally provides the authority shall not transact any business or exercise its powers unless the city council, as the governing body of the city in which the authority is located, declares by resolution a need for the housing authority to function within the city; D. Section 34242 of the Law provides the governing body may adopt a resolution declaring the need for a housing authority if it finds either that (1) insanitary or unsafe inhabited dwelling accommodations exist in the city, or (2) there is a shortage of safe or sanitary dwelling accommodations in such city available to persons of low income at rentals they can afford; E. Section 34290 of the Law provides the city council may declare itself to be the commissioners of the authority; and F. Section 34277 of the Law provides the mayor of the city shall designate the interim chairman from among the commissioners, and thereafter the authority shall select his or her successor among its commissioners. Section 2. Findings Concerning Housing Need. The City Council of the City of Temecula hereby finds, determines and declares that there exist in the City of Temecula insanitary and unsafe inhabited dwelling conditions and a shortage of decent, safe, sanitary and affordable dwelling accommodations in the City that are available to persons of low income. Section 3. Authorization of Housing Authority. The City Council hereby finds, determines and declares that there is a need for a housing authority to function in the City, and the Temecula Housing Authority hereby is permitted to transact any business and exercise any power conferred upon it by provisions of the Law. 1 Section 4. Legal Name of the Housing Authority. The legal name of the Authority shall be the "Temecula Housing Authority, a public body corporate and politic." Section 5. Boundaries. The jurisdictional boundaries of the Authority are concurrent with those of the City of Temecula. Section 6. Members of the City Council to Serve as Housing Authority Commissioners. The City Council finds that appointing the members of the City Council as commissioners of the Authority will serve the public interest and promote public safety and welfare in an effective and efficient manner. Therefore, pursuant to Section 34290 of the Law, the City Council declares itself to be the commissioners of the Authority ("Commissioners"), and all the rights, powers, duties, privileges and immunities vested by the Law in the commissioners of the Authority shall be vested in the Commissioners. Section 7. Designation of Interim Chairman. The Mayor of the City shall serve as the interim Chairman of the Authority until a permanent Chairman is selected. Section 8. Certification. The City Clerk shall certify to the adoption of this Resolution. -2- 11087-0001 \1324953v1.doc 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: -3- 11087-0001 \1324953v1.doc Susan W. Jones, MMC City Clerk Item No. 28 Approvals City Attorney Director of Finance City Manager Ole -r - AL, CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Roberts, Director of Finance DATE: February 22, 2011 SUBJECT: Community Service Funding Program for Fiscal Year 2010-11 PREPARED BY: Judith M. McNabb, Administrative Assistant RECOMMENDATION: That the City Council 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. BACKGROUND: Community Service Funding Program applications were mailed to approximately 80 non-profit organizations in the Temecula Valley area. Applications were sent to community-based organizations that were in the City's database from the last distribution period, as well as those organizations that called or stopped by City Hall requesting an application. In addition to the mailing, advertisements were placed in the local newspapers, and the application and guidelines were posted on the City's website. A total of 37 organizations submitted applications requesting $169,170 in grant funding. The Ad Hoc Subcommittee, along with Staff Members, reviewed the requests for funding based on criteria previously adopted by the entire City Council. After review, the Ad Hoc Subcommittee recommends 15 of the 37 organizations receive grants as outlined on the attached spreadsheet, totaling $47,000. The City Council appointed Mayor Pro Tem Chuck Washington, and Council Member Mike Naggar to the fiscal year 2010-11 Community Service Funding Ad Hoc Subcommittee to allocate grant funds up to $5,000 per non-profit organizations that provide community services to the citizens of Temecula. FISCAL IMPACT: Adequate funds of $60,000 are available in the fiscal year 2010-11 Community Service Funding line item budget to fund these grants totaling $47,000. ATTACHMENTS: FY 2010-11 Community Service Funding Program Ad Hoc Subcommittee Recommendation Spreadsheet FY 2010-11 Community Service Funding Program Applications CITY OF TEMECULA FY 2010-11 Community Service Funding Program Ad Hoc Subcommittee Recommendations Account No. 001-101-999-5267 APPL NO. NAME OF ORGANIZATION PROJECT 2009-10 AWARD 2010-11 REQUEST Ad Hoc Subcommittee Recommendation Comments ANGELS AT HEART Angels at Work - provide basic services to individuals battling cancer in Temecula Valley $ 1,000 N/A N/A 1 ARTS COUNCIL OF TEMECULA VALLEY Help sponsor the 11th Annual Youth Art Exhibition to be held at the Promenade Mall $ - $ 1,500 - 2 ASSISTANT LEAGUE OF TEMECULA VALLEY Painting exterior of Building which houses the thrift store and various programs $ 2,500 $ 5,000 5,000 3 BIRTH CHOICE OF TEMECULA, INC. Purchase of pregnancy support and educational supplies, including brochures, materials goods, referrals, maternity and baby clothing, newborn layettes, post - delivery supplies and educational materials $ 5,000 $ 5,000 5,000 4 BOYS & GIRLS CLUB OF SOUTHWEST COUNTY Power Hour and Project Learn After School Program - goal is to enable young people to become high achieving students $ 1,000 $ 5,000 5,000 Council Member Edwards Abstained 5 CAMP DEL CORAZON Purchase items necessary for campers with heart disease to attend camp $ _ $ 5,000 - CASA (Court Appointed Special Advocates) for Riverside County, Inc. Recruitment and training of new community volunteers $ 1,000 N/A N/A CHAPARRAL HIGH SCHOOL EDUCATION FOUNDATION CHS Grad Nite - 2010 Grad Nite Celebration $ 1,000 N/A N/A 6 CITIZEN'S SCHOLARSHIP FOUNDATION (Chaparral Hi 9 h School ) Provide scholarships for graduating high school seniors who have met the academic requirements $ 1,000 $ 5,000 1,000 7 CITIZEN'S SCHOLARSHIP FOUNDATION (Great Oak Hi 9 h School ) Provide scholarships for graduating high school seniors who have met the academic requirements $ 1,000 $ 5,000 $ 1,000 1 APPL NO. NAME OF ORGANIZATION PROJECT 2009-10 AWARD 2010-11 REQUEST Ad Hoc Subcommittee Recommendation Comments 8High CITIZEN'S SCHOLARSHIP FOUNDATION (Rancho Vista / Nelson School)who Provide scholarships for graduating high school seniors have met the academic requirements - $ 5,000 1,000 0 CITIZEN'S SCHOLARSHIP FOUNDATION (Temecula Valley High School) Provide scholarships for graduating high school seniors who have met the academic requirements x,000 $ 5,000 1,000 1 0 CROSSROADS CHURCH OF THE ASSEMBLIES OF GOD (Royal Family Kids Camp) A local camp for abused and neglected childen - provide necessary items that are needed the campers $ - $ 5,000 _ 1 1 EMPTY CRADLE Materials, information, and supplies for the bereavement packets provides to the families who experience infant$ loss x,000 $ 2,500 , 000 1 2 GOD'S FAN CLUB (Project Touch) Homeless Outreach and Police Reponses - provide services and resources to the homeless $ 2,500 $ 5,000 5,000 1 3 GREAT OAKS ACADEMIC LEADERSHIP SOCIETY Great Oak High School Grad Nite Celebration 2011 $ 1,000 $ 5,000 - 1 4 HABITAT FOR HUMANITY Phase II - building of an additional two homes $ - $ 5,000 - 1 5 HEALTHY MANAGEMENT DIABETES EDUCATION Winning at Work Program - provide increased community screening and initial information to 200-500 Temecula residents by June 2011 $ _ $ 5,000 - I 6 HELPING ELMININATE THROUGH EDUCATION ABUSE IN RANCHO TEMECULA INC. (H.E.A.R.T. INC. FOUNDATION) H.E.A.R.T. for Children's Child Care Tuition Program - through screening, provide child care tuition to those parents who may have a "latch key" child or children - $ 5,000 - 1 7 HOSPICE OF THE VALLEYS Children's Grief Workshop - provide counseling and supportive care to children and families during and after loss $ 3,000 $ 5,000 - 2 APPL NO. NAME OF ORGANIZATION PROJECT 2009-10 AWARD 2010-11 REQUEST Ad Hoc Subcommittee Recommendation Comments 18 JONBOYS INC. Eliminate Drunk Driving by providing a transportation service for any impaired driver, at any time, for any reason, completely free of charge $ - $ 5,000 _ 19 MUSICIANS WORKSHOP Building Better Futures for Temecula Youth through Performing Arts & Music Education - provide educational programs $ _ $ 5,000 _ 20 NEIGHBORHOOD HEALTHCARE Children's Healthcare - provide medication and medical treatment for children in Temecula area whose parents cannot afford care and have no insurance $ 1,000 $ 1,000 _ NEW VISION CHILDREN'S SERVICES New Vision Autism Center - provide additional screenings for autism and Asperger's Syndrome research $ 5,000 N/A N/A OAK GROVE INSTITUTE FOUNDATION INC. Performing and Literary Arts Program - help to ease the transition following discharge (will prioritize Temecula students) $ 1,000 N/A N/A 21 OUR NICHOLAS FOUNDATION, INC. Nick's Sidekicks Peer Buddies Program - target is to provide games, attire, technology and more at every school to children with special needs like Autism $ - 5,000$ 5,000 22 RIVERSIDE AREA RAPE CRISIS CENTER Direct Service to Rape Victims / Rape Awareness and Prevention - provide crisis intervention, counseling, prevention programs, followup appointments, etc. $ 1,500 $ 5,000 _ 23 SANTA ROSA PLATEAU FOUNDATION Third Grade Outdoor Natural History Science Program - provide a unique teaching environment $ - $ 5,000 _ 24 SENIOR CITIZENS SERVICE CENTER OF THE TEMECULA RANCHO AREA, INC. Food Bank - Provide food for over 12,000 low income seniors and families $ 5,000 $ 5,000 5,000 25 SMILES 4 KYLEE CHILDRENS FUND Smiles 4 Kylee Children's Center - provide free services including school supplies, clothing, toys, blankets, and books to families in financial difficulty $ - $ 5,000 _ 3 APPL NO. NAME OF ORGANIZATION PROJECT 2009-10 AWARD 2010-11 REQUEST Ad Hoc Subcommittee Recommendation Comments 26 SPECIAL OLYMPICS OF SOUTHERN CALIFORNIA, INC. Sports training and competition programs for athletes with intellectual disabilities within the City of Temecula $ 1,000 $ 5,0001,000 27 STUDENT OF THE MONTH PROGRAM, INC. Student of the Month Program - video production of the nine monthly lunch event for 2010-11 school year $ 3,000 $ 3,000 - 28 TEAM EVANGELICAL ASSISTANCE MINISTRIES OF RANCHO-TEMECULA- MURRIETA VALLEY Community Food Pantry - funding will be used to pay the rent on the property leased from the City $ 5,000 $ 5,000 5,000 29 TEMECULA SUNRISE ROTARY FOUNDATION Safety Town - a child -size town built to teach life-saving lessons to children in a free community program, including stranger danger, 9-1-1, fire, water, gun, poison, drug and bicycle safety - $ 5,000 30 TEMECULA VALLEY ART LEAGUE 1) Paint Temecula - purchase supplies for this event which promotes paintings and the uniqueness of Temecula; 2) Art by the Inch Challenge - purchase supplies for groups to come together and paint a mural; 3) 2nd Annual Western and Wildlife Show - purchase supplies _ $ 5,000 - 31 TEMECULA VALLEY HIGH SCHOOL BAND BOOSTERS School Bank Uniform Drive - funds will be used to replace fourteen year old uniforms $ - $ 5,000 - 32 TEMECULA VALLEY PEOPLE HELPING PEOPLE Care to Share Program - assist other organizations to raise money, gifts, toys, food, and other items for those in need for Thanksgiving and Christmas $ 5,000 $ 5,000 5,000 33 VETERANS OF FOREIGN WARS Adopt a Unit - provide food boxes and maternity baskets for needy families of those deployed $ 1,000 $ 5,0001,000 4 APPL NO. NAME OF ORGANIZATION PROJECT 2009-10 AWARD 2010-11 REQUEST Ad Hoc Subcommittee Recommendation Comments 34 VETERANS OF FOREIGN WARS Veteran Service Officer Equipment - purchase equipment such as a laptop, printer, and hardware and software so that John Daub, Veterans Service Officer, may do his job more effectively while protecting the confidentiality of the veterans $ - $ 1 250 - 35 VISITING NURSE ASSOCIATION OF THE INLAND COUNTIES Mourning Star Center-Murrieta(MSC) - any funds awarded will provide the initial funding to start one new support group for those who are grieving due to death of a family member for approximately 3 to 10 children and teens $ _ $ 5,000 _ VNW CIRCLE OF CARE, INC. Holiday Spirit Program 2010 - expenses toward providing food items, toys, and gifts for children $ 5,000 $ - N/A 36 VOLUNTEER CENTER OF RIVERSIDE COUNTY 2-1-1 Call Center - provides information and referral resources for social services $ - $ 5,000 - 37 WOMEN'S BREAST CANCER RESOURCE CENTER (Michelle's Place) Breast Health Assistance Program - provides education, information, services and awareness about breast health $ - $ 4,920 - TOTAL 5 $ 55,500 $ 169,170 $ 47,000 0 6 1 CITY OF TEMECULA SEP 1 5 2010 FISCAL YEAR 2O1O.11 kAIya 1 COMMUNITY SERVICE FUNDING PROGRAM APPLICATIONY (Please Print or Type) PROJECT INFORMATION Amount Requested: $ $1,500 Project Name: llth Annual Youth Art Exhibition (Maximum allowable $5,000) Project Start Date: October 2010 Project End Date: March 2011 ORGANIZATION INFORMATION Name of Organization: Arts Council of the Temecula Valley Contact Name: Jake Dickinson Title/Position: Secretary Mailing Address: 41911 5th St Ste 101B Temecula, CA Telephone: 951-694-9000 Year Organization Founded: 1989 Number of Paid Staff: None Number of Volunteers: Geographic Area(s) Served: Temecula Valley 20 Is this organization incorporated in California as a non-profit organization? Yes X No Effective Date: July 28, 1989 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: July 28, 1989 If "no": Federal identification number: 33-0364524 State identification number: C1465903 Name of sponsoring organization: Federal identification number: State identification number: This application has. been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large Application — Page 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. NIISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The Mission of the Arts Council of Temecula Valley is to cultivate, promote and preserve arts in education involving youth and youth at risk as well as the community by developing innovative programs and events, and by forming meaningful partnerships with other cultural, educational and business entities in the Temecula Valley. Goals and Objectives: To provide opportunities for arts education in schools and the overall community. To stimulate the growth of visual and performing arts in the community. To generate greater awareness and participation in arts and cultural programs. To create a network for coordination and sharing of resources. To preserve the historic legacy of the Temecula Valley. Application — Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Budget Income Grant 1,500 Sponsorship 2,000 Total Est Budget 'fr 3,5Ov,00 Expenses Supplies Listed 2,700 Labels Poster Board Art Supplies Adhesive Insurance 300 Advertising500 Total Est Expenses 3,500 The funds will help sponsor the llth Annual Youth Art Exhibition to be held at the Promenade Mall in Temecula. This project continues the philosophy of the Arts Council of "Growing The Arts" with the Temecula Valley Youth (K through 12). Last year there were 52 schools that entered more than 640 art pieces with more than 7000 students participating. Each school picks a maximum of 15 pieces to be displayed. The Arts Council coordinates with the various school districts, both public and private throughout Temecula, Murrieta and Lake Elsinore areas. With the assistance of various service organizations (Kiwanis and Rotary Clubs) we delivered art supplies, coordinated pickups at all of the school locations, set up the art displays throughout the Promenade and organized the return of all submissions to the schools after the show. We have developed some new strategies to encourage more participation through a more robust communication campaign. We expect this project to be even bigger this year, drawing some 8,000-10,000 participant students displaying over 800 pieces at this years event Application — Page 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Application — Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: 74 1teV�&» NAME and TITLE (Please Print or Type) PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: reeory �T Kind NAME iafid TITLE (Please Print or Type) r ORGANIZATION NAME: � J Cvu �-- f� F c( reAM,11 UTC,(�`� MAILING ADDRESS: q t\ rf 5 tb W 8 &/L47 e4 1 a$2 TELEPHONE: DATED THIS (C of &E Bre , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 • 3:48 PM RTS COUNCIL OF TEMECULA VALLEY 09/13/10 Profit & Loss Cash Basis January through December 2009 Ordinary Income/Expense Income Program Income Membership Dues Total Program Income Jan - Dec 09 100.00 100.00 Commissions 90.00 Contributions - Unrestricted 876.36 Entry Fees Received 1,680.00 Fund Raising 1,625.00 Grants Received - Restricted 22,622.63 Interest Income 1.22 Product/Poster/Picture Sales 185.00 Total Income 27,180.21 Gross Profit 27,180.21 Expense ARt Supplies Advertising/Public Relations Artists Reimbursement Awards Bank/Finance Charges Contract Services Outside Contract Services Accounting Fees Total Contract Services 2,187.89 100.00 497.35 325.00 158.70 0.00 425.00 425.00 Dues & Subscriptions 50.00 Entertainers/Judges 300.00 Equipment Lease/Rental 503.90 Food/Drinks/Refreshments 1,059.48 Insurance 731.51 Interest Expense 40.69 Management/Professional Service 1,600.00 Operations Supplies 396.42 Postage, Mailing Service 70.00 Books, Subscriptions, Reference 0.00 Total Operations 466.42 Other Types of Expenses Insurance - Liability, D and 0 819.47 Total Other Types of Expenses 819.47 Page 1 •\f 0 • 3:45 PM MRTS COUNCIL OF TEMECULA VALLEY 09/13/10 Profit & Loss Cash Basis January through December 2009 Jan - Dec 09 Payroll Expenses Outside Labor 140.00 Executive Director 5,833.35 Payroll Taxes 584.07 Workers Comp Insurance 272.56 Total Payroll Expenses 6,829.98 Postage Expense 1,136.17 Rent -Office 2,328.61 Signs/Banners 314.25 Storage Rental 1,104.00 Supplies/Office Expense 2,006.33 Taxes 50.00 Taxes, Licenses and Permits 30.00 Telephone 1,215.43 Web Services 1,890.00 Total Expense 26,170.18 Net Ordinary Income Other Income/Expense Other Expense Donated Equipment and Furniture Total Other Expense Net Other Income Net Income 1,010.03 6,078.46 6,078.46 -6,078.46 -5,068.43 3:47 PM Ar4TS COUNCIL OF TEMECULA VALLEY 09/13/10 Balance Sheet Cash Basis As of December 31, 2009 Dec 31, 09 ASSETS Current Assets Checking/Savings Checking 3,728.65 Total Checking/Savings 3,728.65 Total Current Assets 3,728.65 Fixed Assets Art Objects Office Equipment and Furniture Total Fixed Assets 1,000.00 2,000.00 3,000.00 TOTAL ASSETS 6,728.65 LIABILITIES &EQUITY Equity Fund Balance 11,797.08 Net Income -5,068.43 Total Equity 6,728.65 TOTAL LIABILITIES & EQUITY 6,728.65 • CITY OF TEMECULA- CIv OF TFMF( 2 FISCAL YEAR 201 0.1 1 SEP 1 0 2010 COMMUNITY SERVICE FUNDING PROGRAM APA' I (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5.000 on (Maximum allowable $5,000) Project Name: ASSISTANCE LEAGUE OF TEMECULA VALLEY BUILDING PAINTING Project Start Date: November 30, 2010 Project End Date: June 30, 2011 ORGANIZATION INFORMATION ASSISTANCE LEAGUE OF TEMECULA VALLEY Name of Organization: Electra Demos Contact Name: President Title/Position: 28720 Via Montezuma Avenue, Temecula, CA 92590-2510 Mailing Address: Telephone: 951.694.8018 Number of Paid Staff: none Year Organization Founded: 1989 201 Number of Volunteers: Geographic Area(s) Served: Tem ecu l a Val 1 ey Is this organization incorporated in Califomia as a non-profit organization? Yes x No Effective Date: June 15, 1989 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: June 15, 1989 Federal identification number: 33-0360419 State identification number: 1463456 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large Application — Page 1 0 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. Annlinotinn — Donn COMMUNITY SERVICE FUNDING PROGRAM Application — Page 2 CRITERIA: A. We are a California Nonprofit Public Benefit Corporation. B. Our services include: Operation School Bell°, one of Assistance League's main philanthropic programs, last year provided new school clothing to 2,023 children including school supplies, backpacks and hygiene items. We clothed 877 children enrolled in the Temecula Valley Unified School District in preschool and grades K-8. Assisteens° This is our junior auxiliary has 22 members in grades 7 through 12, seeks to instill the values of volunteerism and service to the community. Each year Assisteens provide a Fall Harvest Festival and Spring Peter Rabbit event for Temecula First Five for approximately 100 children and their families. The auxiliary also provides books for Operation Book Worm, their philanthropic program supporting Operation School Bell. Kids on the Block° This program is a special troupe of eight Assistance League members who are puppeteers using life-size puppets that provide education programs to enlighten 3`" grade Valley children on issues of disability awareness, medical differences and social concerns. Last year Kids on the Block performed its skits for 1,167 third grade students. This year, in the Temecula School District, Kids on the Block presented its programs to 980 Temecula children. This unique form of communication provides young students with an environment in which to learn and develop an attitude of smart decision-making, sensitivity, and understanding that should serve them well in the future. Project SMILE : Two of our adult members run this program that provides free emergency dental care for needy children in grades K-8 who are not insured by private, state or federally funded dental programs. Operation Non -Profit Assistance: Our meeting room is available free of charge to nonprofit organizations for their meetings and events. The room will seat up to 100 people. Calendar of room usage is included in this application. Assistance League is partnering for the first time this year with Rape Crisis Unit, Southwest Family Justice Center by providing assault survivor kits to victims of sexual assault in Southwest Riverside County. 0 C. We have been active in Temecula since 1989. Currently, we have 201 members. For our fiscal year ending May 31, 2010, our members gave 27,486 hours of service that help fund our philanthropic programs and operate the thrift store. Funds from the thrift store's proceeds support Assistance League's philanthropic programs selling gently -used items donated by the public. Donations are received from local businesses, individuals, and local governmental agencies. Thrift Store sales were $316,437, in fiscal year 2009/2010, contributing a sales tax boost of $25,320.00, to the local economy. D. Temecula Unified School District is one of four school districts served through our philanthropic programs. Recently, a letter was received from the Temecula School District Superintendent who wrote: "The many programs offered by your organization give children the extra help they need...clothes to keep them warm and in line with their peers, dental services to keep them smiling and healthy, awareness programs so they learn an attitude of smart decision-making and sensitivity to others." E. We have an all volunteer workforce. Computerized accounting procedures and an annual independent review provide checks and balances on the accuracy of our accounting information. F. We have been in Temecula for 21+ years, and we have 201 active members. Among continuing needs of this community, there is a need to provide health and hygiene kits to serve urgent needs of some students. Often times a student comes to the health office needing a clean shirt, toothbrush, comb, water, bandage, etc., and due to recent school budget cuts, these supplies are not always available. Health Clerks refer students to Assistance League for school clothing, and these staff members are the first responders for students when there is an urgent need. Operation School Bell will give each school health office the necessary items to solve health or hygiene needs immediately. G. We provide assistance to Temecula's residents in three distinct ways: Operation School Bell clothed 877 Temecula school children; Assisteens provided special events for 100 children and families enrolled in Temecula First Five preschool program, and Project SMILE served eight children andplans to expand its program in 2011. H. Assistance League is an organization free from discrimination based on race, color, creed, nationality, sex, marital status, disability, religion or political affiliation. I. Assistance League is an organization that does not require attendance or participation in any political, religious or social activity. Active members are required to volunteer a minimum of 96 hours each year. Financial support from each member is required, but attendance atsocial events is not. J. Assistance League of Temecula Valley financial statements are included with this Application. K. Board of Directors and members of Assistance League of Temecula Valley approve the annual budget. Active members vote on required financial commitments. The budget of the organization is reviewed twice a month to ensure proper management. L. Our services are directed toward needy school age children from preschool age up to 8"' grade. Children and families are referred to Operation School Bell and Project SMILE by the health staff members and teachers from the four school districts we serve. M. Assistance League of Temecula Valley programs are evaluated internally biannually and the opposite year by National Assistance League. Our next membership evaluation is November 2, 2010. MISSION STATEMENT: Assistance League® of Temecula Valley, a chapter of National Assistance League®, is a non-profit, volunteer philanthropic organization dedicated to serving the needs of families in the Temecula Valley area. GOALS: 1. Create and operate philanthropic programs to meet identified community needs. 2. Raise and administer adequate funds to support Assistance League of Temecula Valley's philanthropic programs and chapter administration. 3. Create an informed, enthusiastic, cohesive and committed membership throughout the chapter. 4. Strengthen our image to be identified as a recognized leader in addressing the needs of the community. 0 PROJECT DESCRIPTION — Application — Page 3 Since December 1996, Assistance League of Temecula Valley has been located at 28720 Via Montezuma, Temecula. This 24,400 square foot building houses our thrift store and Operation School Bell area complete with clothing area, and administrative offices, as well as a general use meeting room that is available for reservation by non-profit organizations in the community. This building in its present condition needs exterior painting. This proposal requests $5,000.00, to be applied to the cost of painting our building. We have obtained three painting estimates from local contractors. The estimates are: Paulson Painting Mike Gera Painting Kilpatrick's Painting $6,500.00 8,750.00 9,200.00 Complete exterior painting of building will include: 1. Power wash entire exterior of building 2. Remove loose and peeling paint 3. Caulk and patch as needed 4. Prime substrate as needed 5. Repaint metal canopy (metal paint) 6. Repaint all handrails and all doors with semi -gloss and metal paint. 7. All paints exterior flat, primers and enamel included are up to the sustainability code. The building is open six days a week and is used by many customers, members of Assistance League, and philanthropic programs' recipients. The integrity of the building is paramount to continuing the operation of the thrift store and its programs. Painting the building exterior would aid in its surface maintenance and stave off potential water damage. Enhancing the building's deteriorated physical appearance promotes community image and encourages economic benefits. Property values are maintained as well as further promoting business expansion. Should the City of Temecula Community Service Funding Program award Assistance League of Temecula Valley the requested amount of $5,000.00, a large portion of the actual cost would be covered. City of Temecula Community Service Funding Program's award will pay for most or all of the painting, and we can then proceed with additional projects that need to be done such as recoating and restriping our parking lot, repairing our dumpster enclosure to make it more sanitary and attractive, and to work on the interior of the building. Thank you for your consideration and support for our efforts to positively impact the families in our community. 0 PAST PROJECT BENEFITS —Application — page 4 Assistance League of Temecula Valley received funding from the City of Temecula under the Fiscal Year 2009-2010 Temecula Community Service Funding Program. Our organization was awarded $2,500 to be used for building maintenance. These funds were used to replace one set of commercial doors, overhead concealed closer, and panic push bar. We brought these doors up to Code so they will meet the City's safety requirements. SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: Ann Reese, Grants Chairman NAME and TITLE (Please Print or Type) SIGNATURE: Liv PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: Electra Demos, President /7 Nand TITLE (Please Print or Type) ORGANIZATION NAME: ASSISTANCE LEAGUE OF TEMECULA VALLEY MAILING ADDRESS: TELEPHONE: 28720 Via Montezuma Avenue, Temecula, CA 92590-2510 951.694.8018 DATED THIS 9th of September , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 ASSISTANCE LEAGUE° OF TEMECULA VALLEY BUILDING AND MEETING ROOM CALENDAR June 2009 through May 2010 6/10/2009 Temecula Film Festival 7/9/2009 Temecula Film Festival 7/21/2009 Temecula Film Festival 8/3/2009 Temecula Film Festival 8/12/2009 Temecula Film Festival 8/20/2009 Temecula Film Festival 8/27/2009 Temecula Film Festival 9/3/2009 Temecula Film Festival 9/9/2009 Temecula Film Festival 9/15/2009 Temecula PTA 10/20/2009 Temecula PTA 11/4/2009 Interagency Council 11/17/2009 Temecula PTA 1/13/2010 Interagency Council 1/28/2010 Temecula Film Festival 2/16/2010 Temecula PTA 2/18/2010 Temecula Film Festival 3/10/2010 Interagency Council 3/16/2010 Temecula PTA 3/18/2010 WIC (Riverside County Dept. of Public Health Women, Infant and Children) 3/18/2010 Temecula Film Festival 3/30/2010 Women's Club/Scholarships 4/12/2010 Census Training Classes 4/13/2010 Census Training Classes 4/14/2010 Victim Services 4/15/2010 Temecula Film Festival 4/16/2010 Census Training Classes 4/20/2010 Temecula PTA 4/21/2010 Census Training Classes 4/27/2010 Census Training Classes 4/28/2010 Census Training Classes 4/29/2010 Census Training Classes 4/29/2010 Women's Club/Scholarships 4/30/2010 Census Training Classes 5/3/2010 Census Training Classes 5/4/2010 Women's Club/Scholarships 5/5/2010 Census Training Classes 5/6/2010 Census Training Classes 5/12/2010 Interagency Council 5/12/2010 Prevent Child Abuse 10:67 AM Assistance League of Temecula Valley 08/0710 Balance Sheet Accrual Basis As of May 31, 2010 ASSETS Current Assets Checking/Savings 10100 • Cash On Hand 10125 • Checking Account Commerce Bank 10130 • Savings Account Commerce Bank 10131 • Certificate of Depot 10135 • PRO's CheckingAect Commerce BK 10145 • Asststeens Ckg Acct Commerce Bk 10150• Mission Oaks Checking Account Total Checking/Savings Other Current Assets 12000 • Inventory 12100 • Inventory - Thrift Store 12200 • Inventory -Operation School Bell May 31, 10 300.00 31262.84 87,125.38 50,000.00 15,081.00 2,234.56 90.00 186,093.78 60,841.90 45,928.24 Total 12000 • Inventory 106,770.14 Total Other Current Assets 106,770.14 Total Current Assets 292,863.92 Fixed Assets 15000 • Property and Equipment 15001 • Accumulated Depreciation 15100 • Land 15200 • Building 15201 • Building Improvements 15300 • Furniture & Equipment 15600 • Truck - Ford 1989 Total 15000 • Property and Equipment Total Fhced Assets Other Assets 13300 • Deposit Total Other Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 16000 • Accounts Payable Total Accounts Payable Credit Cards 16002 • Chase Credit Card Total Credit Cards Other Current Liabilities 17000 • Deferred Revenue 17200 • Deferred Membership Dues Total 17000 • Deferred Revenue Total Other Current Liabilities. Total Current Liabilities -523,542.00 140,196.46 560,786.34 276,417.00 45,240.20 11,002.50 510,100.50 510,100.50 800.00 800.00 803,76442 8,329.50 8,329.50 1,397.31 1,397.31 17,000.00 17,000.00 17,000.00 26,726.81 Total Liabilities 26,726.81 Equity 30000.Opening Balance Equity -9,384.96 0 C- 10:87 AM Assistance League of Temecula Valley 08/07110 Balance Sheet Accrual Basis As of May 31, 2010 .32000 • Unrestricted Net Assets Net Inane May 31, 10 738,845.24 47,477.33 Total Equity 777,037.61 TOTAL LIABILITIES & EQUITY. - 803,764.42 Page 2 'S:S5 PM 07/15/10 Accrual Basis Qistance League of Temecula Vy Budget Overview 2010 2011 June 2010 through May 2011 Ordinary Income/Expense Income 41000 • Fundraising Revenue 41100 • Minor Event Fundraising 41200 • Major Event Fundraising 41250 • Direct Mall Campaign 41400 • Assisteens Income 41500 • PRO's Income Jun '10 - May 11 4,000.00 12,000.00 7,500.00 500.00 5,000.00 Total 41000 • Fundraising Revenue 29,000.00 43000 • Direct Public Support .43410 • Corporate Contributions 43450 • Individual Contributions 43480 • Grants - Restricted 43490 • Grants - Unrestricted Total 43000 • Direct Public Support 45000 • Investments 45030 • Interest -Savings, Short-term CD 1,500.00 Total 46000 • Investments 46400.Other Types of Income 46410 • Thrift Store Sales 295,000.00 46412 • Thrift Store Sales - Assisteens 20,000.00 46415 • Thrift Store Sales - PRO's 5,000.00 6,000.00 6,000.00 20,000.00 5,000.00 37,000.00 1,500.00 Total 46400 • Other Types of Income 320,000.00 47200 •.Membership Income 47230 •. Membership Dues 47235 • Active Member 10,000.00 47241 • Community Member 1,200.00 47250 • Sustaining Member 5,000.00 47260 • PALS Member 1,400.00 47265 • Assisteens Member 975.00 47270 • PRO's Member 500.00 Total 47230 • Membership Dues Total 47200 • Membership Income Total Income 19,075.00 19,075.00 406,575.00 Gross Profit 406,575.00 Expense 60900 • Business Expenses 60915 • Bank Service Charge 300.00 60940 • Fees & Permits 300.00 Total 60900 • Business Expenses 61000 • Contract Services 61110,•Accounting Fees 12,000.00 Total 61000 • Contract Services 62000 • Facilities and Equipment 62200 • Building Repairs & Maintenance 62205 • Chapter House Improvements - - 4,000.00 62220 • Supplies 500.00 62240 • Janitorial Services 11,000.00 62700 • Landscape Maintenance 3,000.00 62850 • Alarm System - Security 3,000.00 62200 • Building Repairs & Maintenance - Other 18,000.00 Total 62200 • Building Repairs & Maintenance 39,500.00 600.00 12,000.00 62500 • Real Estate, Personal Prop Tax 12,000.00 5:65 PM 07/15/10 Accrual Basis Aistance League of Temecula Valf`y Budget Overview 2010 - 2011 June 2010 through May 2011 62600 • Utilities 62610 • Electricity 62620 • Gas 62630 • Water Total 62600 • Utilities 62750 • Trash 62800 • HOA Dues 62900 • Truck Total 62000 • Facilities and Equipment 63000 • Administration 63100 • Postage, Mailing Service 63200 • Printing and Copying 63201 • Pamphlet Printing 63200 • Printing and Copying - Other Total 63200 • Printing and Copying 63300 • Supplies 63400 • Telephone, Telecommunications 63500 • Web Site Maintenance 63600 • Copier Rental and Maintenance Total 63000 • Administration 64100• Insurance 64120 • Directors and Officers 64130 • Property Insurance 64140 • Gen Liability, Auto 64150 • Accident Insurance Total 64100 • Insurance 64200 • Membership 64201 • Newsletter 64202 • Postage Newsletter 64203 • Newsletter Design & Printing Total 64201 • Newsletter 64210 • National Organization Dues 64215 • Education/Orientation 64220 • Roster 64230 • Membership Development 64235 • Member Recognition 64240 • Pins & Badges 64250 • Hospitality 64252 • Hospitality Supplies 64250 • Hospitality - Other Total 64250 • Hospitality 64290 • Historian 64295 • Miss Sunshine Total 64200 • Membership 64500 • Community Relations 64510 • Public Relations 64515 • Presidents Expenses 64520 • Community Ambassadors Committee Total 64500 • Community Relations 64280 • Special Events Expenses 66285 • SE • Complimentary Tickets Total 64280 •Special Events Expenses Jun '10 - May 11 20,000.00 250.00 3,000.00 23,250.00 5,500.00 3,600.00 500.00 84,350.00 500.00 0.00 1,000.00 1,000.00 3,000.00 3,500.00 660.00 3,500.00 12,160.00 605.00 4,818.00 4,406.00 856.00 10,685.00 200.00 800.00 1,000.00 7,000.00 1,500.00 600.00 2,000.00 1,445.00 250.00 1,000.00 1,400.00 2,400.00 300.00 450.00 16,945.00 6,135.00 1,500.00 2,500.00 10,135.00 600.00 600.00 Page 2 I •5:65 PM 07/15/10 Accrual Basis distance League of Temecula Vy Budget Overview 2010 - 2011 June 2010 through May 2011 65200 • Fundraising Expenses 65220 • Thrift Store Supplies 65230 • Thrift Store Sales Tax Expense 65240 • Bank Card Fees 65250 • TS - Conference Expense Total 65200 • Fundraising Expenses 65300 • Resource Development Expenses 65350 • Major Fundraiser 65400 • Minor Fundraiser 65410 • Grant Writing 65450 • RD - Conference Expense 65451 • RD - Complimentary Tickets Total 65300 • Resource Development Expenses 66100 • PROGRAM SERVICE EXPENSE 66105 •Operation School Bell 66110 •OSB Clothing 66111 •OSB - Camp Pendleton 66112 • OSB - SOS Kits 66113 •OSB Supplies 66114 • OSB Shipping & Handling 66120 • OSB Conference Expense Total 66105 • Operation School Bell 66130 • Project SMILE 66140 • Scholarships 66150 • Kids On the Block 66160 • Heart and Hand 66175 • Operation Bear Hug 66190 • Phil Chair - Conference Expense Total 66100 • PROGRAM SERVICE EXPENSE 66200 • Auxiliaries/Standing Committees 66205 • PRO's Standing Committee 66206 • PRO's Program Service Expense Total 66205 • PRO's Standing Committee 66220 • Assisteens Auxiliary 66221 • Administration Expenses 66222 • Special Events Expenses 66223 • Fundraising Expenses 66224 • Membership Expenses 66226 • National Workshops 66230 • Assisteens Program Service Exp 66231 •Operation Book Worm 66232 • Harvest Festival 66233 • Senior Pen Pal 66234 • Peter Rabbit 66235 • Assisteens Outreach Total 66230 • Assisteens Program Service Exp Total 66220 • Assisteens Auxiliary Total 66200 • Auxiliaries/Standing Committees Jun '10 - May 11 7,000.00 27,000.00 5,000.00 1,000.00 40,000.00 5,000.00 3,000.00 1,000.00 1,000.00 315.00 10,315.00 120,000.00 5,000.00 5,000.00 2,000.00 4,000.00 1,000.00 137,000.00 1,300.00 26,000.00 200.00 5,000.00 3,500.00 1,000.00 174,000.00 5,00000 5,000.00 350.00 2,000.00 200.00 1,725.00 1,500.00 7,050.00 800.00 900.00 1,800.00 4,260.00 14,810.00 20,585.00 25,585.00 Page 3 5:&6 PM 07/15110 Accrual Basis Astance League of Temecula Vaf Budget Overview 2010 -2011 June 2010 through May 2011 68300• Travel and Meetings 68310 • Conference - Executive Board 68311 • Conference-Mbishp Registration 68320 • National Workshops 68330 • Chapter Circle Donation Total 68300 • Travel and Meetings Total Expense Net Ordinary Income Net Income Jun' 10 - May 11 3,000.00 4,000.00 2,000.00 200.00 9,200.00 408,575.00 0.00 0.00 Page 4 10:57 AM 08107/10 Accrual Basks 0 0 Assistance League of Temecula Valley Profit & Loss June 2009 through May 2010 Ordinary Income/Expense Income 40000 • Income 40100 • Refunds/Credits 40200 • Snack Jar Income 40300 • Donation Jar Income Total 40000 • income 41000 • Fundraising Revenue 41100 • Minor Event Fundraising 41200 • Major Event Fundraising 41201 • Tickets 41202 • Sponsors/Ads 41203 • RaMe&Auction 41204 • Centerpieces 41205• Vendors 41200 • Major Event Fundraising - Other Total 41200 • Major Event Fundraising 41400 • Asslsteens Income 41402 • Assisteens Interest Income 41403 • Asslsteens TealLuncheon Income 41404 • Asslsteens Income Miscellaneous Total 41400 • Assisteens Income 41500 • PRO's Income 41502 • PRO's Interest Income 41500 - PRO's Income - Other Total 41500 • PRO's Income Jun '09 • May 10 0.29 296.67 573.35 3,926.00 9,200.00 5,725.00 2,115.00 285.00 677.61 750.00 18,752.61 2.40 465.00 40.00 29.85 339.43 507.40 369.28 870.31 Total 41000 • Fundraising Revenue 23,555.29 43000 • Direct Public Support 43410 • Corporate Contributions - 7,997.13 43450 • Individual Contributions 3,990.00 43470 • Donations - Restricted 1,371.00 43480 • Grants - Restricted 23,710.00 43490 • Grants - Unrestricted 5,000.00 Total 43000 • Direct Public Support 42,068.13 43491 • Gifts in Kind - Goods 43496 • Gifts in Kind - OSB 11,348.60 43497 • Gifts in kind - Salvation Anny 9,010.00 43498 • Gats In Kind - Meeting Room 20,875.00 43499 • Gats In Kind -Thrift Store 58,458.35 43491 • Gifts in Kind - Goods -Other 3,570.50 Total 43491 - Gifts In Kind - Goods 103,262.45 45000• Investments 45030 • Interest -Savings, Short-term CD 397.78 Total 45000 • Investments 397.78 46400.Other Types of Income 46410 --Thrift Store Sales 316,437.21 46430 • Miscellaneous Revenue 1,249.51 Total 46400.Other Types of Income 317,686.72 Page 1 10:57 AM 08107110 Accrual Bask Assistance League of Temecula Valley Profit & Loss June 2009 through May 2010 47200 • Membership Income 47230 • Membership Dues 47235 • Active Member 47241 • Community Member 47260 • Sustaining Member 47265 • Active On Limited Service 47260 • PALS Member 47266 • Asskteens Member 47270- PRO% Member Jun 'OS - May 10 9,825.00 1200.00 4,800.00 0.00 1,220.00 915.00 381.00 Total 47230 • Membership Dues 18,341.00 Total 47200 • Membership Income 18,341.00 49000 • Special Events Income 49012 • December Luncheon 3,948.45 49013 • Xmas Party 630.00 49014 • May Luncheon 3,136.00 49020 • Luncheons/Parties/Outside Event 660.00 49100 • National Conference 515.00 Total 49000 • Special Events Income 8,889.45 Total income 515,071.13 Cost of Goods Sob 50700 • Cost of Sales - Inventory Sales 67,179.35 Total COGS 67,179.35 Gross Profit Expense 60900 • Business Expenses 60915 • Bank Service Charge 60940 • Fees & Permits Total 60800 - Business Expenses 61000 • Contract Services 61110• Accounting Fees Total 61000 • Contract Services 62000 • Facilities and Equipment 62200 • Building Repairs & Maintenance 62206 • Chapter House Improvements 62210 • Snacks - Kitchen 62220 • Supplies 62240 • Janitorial Services 62700 Landscape Maintenance 62860 • Alarm System - Security 62200 • Building Repairs & Maintenance - Other '. Total 62200 • Building Repairs & Maintenance 62600 • Real Estate, Personal Prop Tax 62600 • Utilities 62610 • Electricity 62620 • Gas 62630 • Water Total 62600 • Utilities 62750 • Trash 62800 • HOA Dues 62900 • Truck Total 62000 • Facilities and Equipment 63000 • Administration 63100 • Postage, Mailing Service 447,891.78 281.97 199.29 481.26 8,632.50 8,632.50 5,866.75 179.44 300.02 10,87223 2,543.00 Z367.00 26,140.58 48,269.02 11,979.06 18,744.82 227.18 2,645.32 21,617.32 5,519.14 3,506.44 484.49 91,375.47 488.50 Page 2 10:57 AM 08107/10 Accrual Bask Assistance League of Temecula Valley Profit & Loss June 2009 through May 2010 63200 • Printing and Copying 63201 • Pamphlet Printing 63200 • Printing and Copying - Other Total 63200 • Printing and Copying 63300 •. Supplies 63400 • Telephone, Telecommunications 63500 • Web Site Maintenance 63600 • Copier Rental and Maintenance Total 63000 • Administration 64100• Insurance 64120 • Directors and Officers 64130 • Property Insurance 64140 • Gen Liability, Auto 84150• Accident Insurance 64100 • Insurance - Other 'Total 64100 • Insurance 64200 • Membership 64201 • Newsletter 64202 • Postage Newsletter 64203 • Newsletter Design & Printing 64201• Newsletter - Other Total 64201 • Newsletter 64210 • National Organization Dues 64215 • EducationlOrlentation 64220 • Roster 64230 • Membership Development 64240 • Pins & Badges 64250 • Hospitality 64251 • Hospitality- Meetings, Etc 64252 • Hospitality Supplies 64250 • Hospitality - Other Total 64250 • Hospitality 64290 • Historian 64296 • Miss Sunshine Total 64200 • Membership 64500 • Community Relations 64510 • Public Relations 64515 • Presidents Expenses 64520 • Community Ambassadors Committee 64500 • Community Relations.- Other Total 64500 • Community Relations 64280 • Special Events Expenses 64281 • December Luncheon 64282 • Christmas Party Expense 64283 • May Luncheon 64284 • Parties andlor Luncheons 64280 • Special Events Expenses - Other Total 64280 • Special Events Expenses 65200 • Fundraising Expenses 65220 • Thrift Store Supplies 65230 • Thrift Store Sales Tait Expense 66240 • Bank Card Fees 65250 • TS - Conference Expense Total 65200 • Fundraising Expenses Jun '09 - May 10 1,576.88 911.23 2,488.11 2,841.14 3,445.04 660.00 3,495.93 13,418.72 605.00 6,259.00 3,377.40 857.00 83160 126.22 533.61 0.00 11,930.00 659.83 7,252.50 473.11 511.78 2,004.18 433.89 1,800.00 197.79 5.21 2,003.00 132.68 152.50 13,623.47 1,602.39 1,276.37 1,201.66 54.13 4,134.55 4,310.80 588.91 3,491.82 240.00 50.04 8,681.57 5,899.18 25,320.13 4,193.47 1,337.45 36,750.23 0 10:57 AM Assistance League of Temecula Valley 013/07/10 Profit & Loss Accrual Basis June 2009 through May 2010 Jun '09 - May 10 66300 • Resource Development Expenses 66350 • Major Fundraiser 65351 • Luncheon Cost 5220.00 653522 • Printing Cost 716.56 66353 • Entertainment 50.00. 66364 • Decorations - 543.75 65355 • Postage 443.40 65356.Opportunhy Baskets 436.24 65357 • Miscellaneous hens 4.81 65360 • Major Fundraiser - Other 820.00 Total 65350 • Major Fundraiser 65400 • Minor Fundraiser 65410 • Grant Wilting 65450 • RD - Conference Expense Total 66300 • Resource Development Expenses 66100 • PROGRAM SERVICE EXPENSE 66105.Operation School Bell 66110.OSB Clothing 98,997.45 66113.OSB Suppllos 3,119.06 66114.OSB Shipping S Handling 5,524.43 66120.OSB Conference Expense 980.58 8,234.76 1,240.94 318.39 940.16 10,734.25 Total 66105. Operation School Bell 108,621.52 66130 • Project SMILE - 487.87 66140 • Scholarships 18,000.00 66150 • Kids On the Block 225.88 66160 • Heart and Hand 8,588.28 66170.Operation Outreach 66171 • Gift In Kind - OSB 11,348.60 66172 • Gift In Kind - Salvation Army 9,010.00 66173 • Gift In Kind - Meeting Room 20,875.00 66170.Operation Outreach -Other 80.00 Total 66170.Operation Outreach 41,313.60 66175.Operation Bear Hug Total 66100 • PROGRAM SERVICE EXPENSE 66200 • Auxiliaries!Standing Committees 66205 • PRO's Standing Committee 66206 • PRO's Program Service Expense 66210 • PRO's Fundraising Expense 66205 - PRO's Standing Commhte - Other Total 66205 • PRO's Standing Committee - ` 66220 • Assisteens Auxiliary 66221 • Administration Expenses 66222 • Special Events Expenses .66224 • Membership Expenses 66230 • Assisteens Program Service Exp 66231 •Operation Book Worrn 66232 • Harvest Festival 66233 • Senior Pen Pal 66234• Peter Rabbit 66235 • Assisteens Outreach 36433 177,601.68 6,497.07 216.50 300.00 7,013.57 1,201.62 1,489.62 25.00 3,491.11 1,013.50 550.04 1,902.97 1,680.09 Total 66230 • Assisteens Program Service Exp 8,637.71 Total 66220 • Assisteens Auxiliary 11,353.95 Total 66200 • AuxiliadeslStanding Committees 66900 • Reconciliation Discrepancies 18,367.52 0.00 Page 4 10:67 AM 08/07110 Accrual Basis 0 0 Assistance League of Temecula Valley Profit & Loss June 2009 through May 2010 68300 • Travel and Meetings 68310 • Conference - Executive Board 68320 • National Workshops 68330 • Chapter Circle Donation Total 68300 • Travel and Meetings Total Expense Net Ordinary Income Net Income - Jun '09 - May 10 2,545.44 1,937.79 200.00 4,683.23 400,414.45 47,477.33 47,477.33 State Ca ifornia OFFICE OF THE SECRETARY OF STATE CORPORATION DIVISION x41'7175 I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this APR 2'3:1:2 Secretary of State See./47n FORM CE -107 16 400. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION LA DONNA JIMENEZ AND BETTY THOMPSON certify that: 1. They are the president and the secretary, respectively, of Assistance Guild of Temecula Valley, a California Nonprofit Public Benefit Corporation. 44171'75 intgeOlfioeoithecsw tnnia of the State ofCryState APR 131992 MARRfONCEgSecreiaryo{Stata 2. Article I NAME of the articles of incorporation of this corporation is amended to read as follows: The name of the corporation is ASSISTANCE LEAGUE OF TEMECULA VALLEY. 3. The foregoing amendment of articles of incorporation has been duly approved by the board of directors. ,. 4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of members. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: April 8, 1992 NONPROFIT D Hca ter- -.50; Sa._. LA DONNA ,JI President State Ca ifornia 1/42misk,t3. OFFICE OF THE SECRETARY OF STATE iimagaminummatt CORPORATION DIVISION I, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this Secretary of State. SLC/STATI Fptt CE -107 VALLEY. 0 1463456 ENDORSEl FILED in ow &k.i of the ire'- i of $W ARTICLES OF INCORPORATION ei th• Store a Caslemio -OF- ASSISTANCE GUILD OF TEMECULA VALLEY JUN1 5 N89 A California Nonprofit Public Benefit Corporation I. NAME MARCH FONG EU, Secretary o$ S The name of the corporation is ASSISTANCE GUILD OF TEMECULA II. PURPOSES • A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this corporation is to carry on a program of philantropic work in the community and to control and administer at least one major philanthropic project. III. INITIAL AGENT FOR SERVICE OF PROCESS The name and address in the State of California of this corporation's initial agent of the corporation for service of process is: MARJORIE B. BARNUN, 46569 El Viento Seco Drive, Temecula, CA. 92390 IV. LIMITATION ON CORPORATE ACTIVITIES A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue Law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States. Internal Revenue Law. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or 1 0 intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. V. DEDICATION AND DISSOLUTION The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law). The organization shall be National Assistance League, if it qualifies as a distributee under the provisions of this Article. IN WITNESS WHEREOF, the undersigned, being the Incorporator of ASSISTANCE GUILD OF TEMECULA VALLEY has executed these Articles of Incorporation this /1,4 day of June, 1989. I ORPORATOR THOMAS S. HUNTINGTON I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed. THOMAS S. :u INGTON 2 0 assistance league® Temecula Valley 28720 Via Montezuma Temecula, CA 92590-2510 951.694.8018 Fax No: 951.694.8298 AL assistance league® Temecula Valley September 9, 2010 81st Chapter of National Assistance League® Governing Board 2010 - 2011 Electra Demos President Rita O'Neill 1st Vice President, Membership Barbara Miller 2nd Vice President, Philanthropic Programs Georgia Reece 3rd Vice President, Resource Development Brenda Hamilton Secretary Ginny Wetzel Treasurer Elective Standing Committees Leticia Plummer Assisteens® Coordinator Sally Haserot Bylaws Margo Doski Chapter House Manager Annette Sheehy Education Kathy Laurin Finance Sumru Vance Public Relations Diana Elizondo Strategic Planning 28720 Via Montezuma Temecula, CA 92590-2510 Tel. (951) 694.8018 Fax (951) 694.8298 E-mail: altemecula@yahoo.com City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, California 92589-9033 Dear Ms. McNabb: Ciry Of TFMFCI1A SEP 1 0 2010 HNANCE L)Epr, Assistance League of Temecula Valley requests consideration and support through this submittal of our application for the Community Service Funding Program for the exterior painting of our building. Pursuant to the instructions of this funding program policy, enclosed is one original and one copy of Assistance League of Temecula Valley's application. Assistance League meets the eligibility requirements for funding as follows: • We are a California nonprofit public benefit corporation with IRS 501(c)(3) status. • We have no paid employees. • Scholarship information is not included in this funding request. • We do not have debts as part of this funding request. • We are located in the City of Temecula, and our programs benefit Temecula residents. • We are requesting the maximum allowable funding award of $5,000.00. Sin rely yours, lectra Demos President ED:ar Enclosures www.temeculavalley.assistanceleague.org Caring and Commitment in Action COMMUNITY SERVICE FUNDING PROGRAM FISCAL YEAR 2010-2011 TABLE OF CONTENTS Application — Page 1— blue flag • State of California Statement of nonprofit status, State Identification No: 1463456 Application — Page 2 — green flag Financials: • Balance Sheet dated May 31, 2010 • Budget Overview 2010-2011 • Profit & Loss dated June 2009 through May 2010 Application — Page 2 continued — yellow flag • Criteria of Community Service Funding Program • Mission Statement • Goals Application — Page 3 — orange flag Project Description • Building's Meeting Room Calendar Use Application — Page 4— red flag Past Benefits Project Application — Page 5 Signature Page 0nispo CITY OF TEMECULA city of Temecula FISCAL YEAR 2010-11 SEP 0 2 2010 COMMUNITY SERVICE FUNDING PROGRAM APPLICATIQN (Please Print or Type) Finance Deoartmen s. 3 PROJECT INFORMATION Amount Requested: $ 5.000 (Maximum allowable $5,000) Project Name: Birth Choice of Temecula Pregnancy Resource Services for Community Project Start Date: November 2010 Project End Date: June 30, 2011 application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large ORGANIZATION INFORMATION Name of Organization: BIRTH CHOICE OF TEMECt1LA Contact Name: Jennifer Cartel) Title/Position: Executive Director Mailing Address: 27488 Enterprise Circle West, #4, Temecula, CA 92590 Telephone: 951-699-9808 Ext. 105 or cellular 951-551-5428 Year Organization Founded: 1989_ Number of Paid Staff: (4) 2.5 FTE Number of Volunteers: (72) + with board; (1000 with event participants)_ Geographic Area(s) Served: All Temecula area residents Is this organization incorporated in California as a non-profit organization? Yes X No Effective Date: 1990 If "yes": Date of incorporation as a non-profit 1990 Federal identification number 33-0302353 if „no,,. Include a copy of your statement of non-prt#t status from the State of California. Name of sponsoring organization N/A Federal identification number FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION ANDFIHANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit but please submit if a:e#able. Please see attadiedfor end year 2009 and to date. Base also see budgetiar2ott MISSION STATEMENT Briefly Abe the goals and objectives of your organization and community services it provides. Describe the ways your organization rrresetb the criteria listed on page 2 of the CS Funding Pokey. 8ree#v describe 'the -goals and objec tives of yourorganization and community services it provides. Describe She ways your organization nreatb the criteria -listed on page 2 of the CS funding'kitty. -birth Choiceoof aT:emecula is a Pregnancy Resource Center that serves the community write life -saving attematives 6thuptioir referrals and pregnancy counseling and resources. . Material support as well as st fersals to other organizations such as food pantries, homeless shelters, host homes and transitionalfacilities, drug and alcohol rehab, Ai3V and Legal support am referral sources that we can link families with. Our goal is to offer education, counseling, material support and support of pregnancy and post pregnancy to 2 years et.age. We also help the entire family inducting small children with food and formula, clothing, baby furnishings, nursery ftems and donated items that are useful to them. Our counseling allows families to keep and support their babies ff they ttesire to. We offer a Mommy and Baby Boutittue,including maternity and baby clothing, nursery items, Brod and formula, diapers, wipes and S gas and food cards and hygiene teems for Moms and babies. A. Is the organization Germ* non-profit? Ves, Stith Choice of Temecula is tun'en iy a non- profit organization -ID- # 334382353 8. Does the organization provide a service to the overall community? Yes, Birth Choice of Temecula provides no -cost pregnancy counseling, material goods for Pregnant Monis and Dads and for their babies and small children. Also, referrals for all members of our community who need help. G. Is the size and make-up of the organizationequipped to provide the program/service to the overall vommunity? Yes, Birth Choice of Temecula is currently staffed by an Executive Director, Asst. Director and greater than (35) volunteers that provide no cost services to our clients. We are managed by a Board. of Directors comprised of (t2) Board Members from various backgrounds and educational levels. 0 (i ministry, having provided most of our support. Numerous individuals, churches and business supporters have been involved in thisorganization for 20 years. As seen in our newsletters, our clients are very happy that they received timely assistance that allowed them to support their baby and the other young children in their home. We have prevented homelessness on numerous occasions in the past four years. E. Does the organization have a high quality level of fiscal management? Yes, Birth Choice employs a -retired Naval Officer who holds a Master's Degree in Healthcare Administration as their Executive Director. Additionally, the Board of Directors provides monthly oversight with a Treasurer who has expertise in corporate accounting. Our part-time Accounting Secretary provides weekly oversight of the budget, tax receipts and preparation 00 financial documents for monthly Board Meetings. F. Is the group welt organized to ensure evity in the City of Temecula? Yes, Birth Choice of Temecula has been existence in Temecula for 20 years and is has recently advanced the center to include increased services with an expanded volunteer staff of receptionists, counselors, volunteer mentors, RN's and community outreach volunteers. G. Is there evidence of satisfactory service provided to the. City's citizens? Yes, Birth Choice of Temecula served 2134 clients and their families in 2009 and continues to see greater than 200 clients per month for counseling and material support and referrals. Numerous client testimonials attest to our outstanding and caring support to them. !n 2009, we helped a family of (7) to get a charity car, to avoid homelessness, find jobs and childcare and to get enrolled in Project Bliss through CAP Riverside. They were provided gas and food cards, clothing, diapers and formula for their small children when their salaries were not enough to saatdirr them. This was done when a0 other agencies contacted had no available funds. Our networking with nearly 150 churches in the area allowed us to provide via generous donations of time, materials and monies from ourcommunity. This is only one of numerous success stories at Birth Choice Temecula. 1-1. Is the organization free from discrimination based on race, color, creed, nationailty, sex, marital status, disability, religion, or political affiliation? Yes, Birth Choice of Temecula is non- and provides equal access to services regardless of race, religion, creed, nationality, sex, marital status or political affiliation. f. Does the organization anizaiitn► require attendance or pavtic ipation in any political, religious or social activity? No, Birth Choice is .1. Can the organization provide financial statements using an appropriate method of accounting) lo demonstrate sound financial management? Yes, Birth Choice maintains monthly firrarrt.iat reports by an Accounting Secrete/pier review by the tae...rrtive Director and Board of Directors. Also, end year statements using Quick Books for Nonprofits. Our 990 is filed yearly. K. Can the organization provide a budget for the fiscal year of request demonstrating cost- effectiveness? Yes, the tenter ltas established a budget for 2010tH and costtontrrris. We have been continually improving our financial standing through fundraisers, grants, -church-missions support and community outreach. L. Does the organization make its services available to all? Yes, services are provided to all who seek our help°atno costtothem. M. Does the organization possess -ongoing program evaluation tools? Yes, Birth Choice of Temecula has established Stmtegic is andMeasurr sofEffectiveness middle Executive Underreports on the achievement of those goals each month with a written report PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) If awarded this city grant funding, Birth Choice of Temecula will use the funding to purchase pregnancy support and educational supplies for community teens, women and families facing unplanned or financially difficult pregnancies. We will provide brochures, materival goods and referrals in support of pregnancy, maternity and baby clothing and newborn layettes. We will also provide post -delivery supplies and educational materials such as books, DVD's, pamphlets related to pregnancy and caring for new babies. All consumable supplies will help our pregnant clients with their pregnancy and post -pregnancy period as well as help their care for their child. Client families will benefit from our services on a daily basis. We will expand our operating hours by 25%. Obiecfive One: To be available for all teens, women and families with pregnancy resource support through a 25% increase in center operating hours and days, an after-hours hotline and website and an increased community awareness and outreach program. Ob!active Two: To increase our clients and outreach contacts by 100% in 2010-2011 Oblective Three: To ensure every baby born in this community and their mother has a safe bed, food and formula (preferably breast feeding) and proper clothing. (Collaboration with other organizations) Objective Four. To ensure all teens and women in this community are given educational resources regarding their options so they are not forced to give up their babies. Objective Five: To reduce the number of unplanned pregnancies and STD's in our community through a Community Based Abstinence Education Program, USDE Mentoring Program with (4) other organizations and RN counseling. See budget for project: BUDGET PROPOSAL FOR CITY OF TEMECULA COMMUNITY SERVICE FUNDING FOR BIRTH CHOICE OF TEMECULA PREGNANCY RESOURCE CENTER Consumable Supplies: Quantity Cost Subtotal Total Cost Pregnancy brochures 25,000 .50 5000.00 12,500.00 Pregnancy 20 18.00 360.00 360.00 Educational videos/lending Material goods pregnancy and Baby, (maternity, baby, food) 1,800 20.00 36000.00 36000.00 Newborn bassinetes 60 100.00 6000.00 6000.00 Supplies to support client visits 1800 1.00 1800.00 1800.00 Prenatal Care educational mils 1800 1.00 1800.00 1890.00 Total Cost: ..1F41. 460 - 1. Requested Amount: $5,000 2. Expected Program Expenses: $58,460 3. Other financial resources $15,000 estimated from fundraising events; $25,000 estimated from donors For more details on our services, please visit our website at www.birthchoicetemecula.com PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. PAST PROJECT BENEFITS Application Page 5 If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Birth Choice of Temecula received a $5K grant from the City last year. With the addition of these monies, Birth Choice of Temecula was able to provide expanded pregnancy support services to greater than 2134 people in 2009 and greater than 200 clients per month in 2010 to date. (59) babies have been saved in the past 3 years through counseling and material support for those who wished to keep their babies but needed help to do so. We have expanded our center days to include Monday -Friday and expanded our hours by 25% as per our goal. We have further added more volunteers such as receptionists and counselors to ensure that our expanded (4) phone lines are answered timely to support greater than 200 client visits and numerous phone calls each month, up 100% over the past year. We have added (7) volunteer RN's and a volunteer MD OB/GYN provider to provide medical counseling and referrals for earlier prenatal care and healthier pregnancies. We will continue to help all families until their babies are two years of age, while also helping them to make good choices for their lives and helping them to become self-sufficient. Additionally, parents are being given abstinence counseling for their teens to prevent unplanned pregnancy and life-threatening disease such as HIV/AIDS. Greater than 5,000 people participated in Birth Choice events providing much needed community service and volunteer support to members of our community including the Walk for Life, Race for Humanity, Baby Bottle Boomerang, Community Health Fairs, Community Expo's, Temecula Chamber events, Middle School, High School and correctional Community Service Programs, numerous church health and Missions Fairs, abstinence education to students from numerous schools, Educational Work experience for students and adults from Mount San Jacinto, University of Califomia San Marcos, Azusa Pacific, UC Riverside, Calvary Bible College Murrieta and Adult Work Programs for the Disabled including Care Right. Birth Choice has presented a loving approach to pregnancy resource support and we remain a source of help and hope for many who have none. With your support, we can help even more. SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. Prepared By:_ Jennifer Cartels, Executive Director ME AND TITL (Please Print or Type) Signature: President or Authorized Officer. Dr. Paul Simeteys, President Board of Directors NAME AND TITLE (Please Print or Type) Signature: Organization Name: BIRTH CHOICE OF TEMECULA Mailing Address of Organization: 27488 Enterprise Circle West, #4, Temecula, CA 92590 Telephone: Center: 951-699-9808 Ext 105; Cellular: 951-551-5428 DATED THIS _24th_ of August, 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 1:26 PM 01/15/10 Cash Basis Birth Choice of Temecula Balance Sheet As of December 31, 2009 ASSETS Current Assets Checking/Savings Pacific Trust Bank Checking Pacific Trust Bank Savings Petty Cash S.B.Grant Petty Cash Temecula Valley Checking Total Checking/Savings Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Equity Opening Bal Equity Unrest/1d (retained earnings) Net Income Dec 31, 09 19,889.90 593.25 200.00 300.00 33,820.24 54,803.39 54,803.39 54,803.39 41,375.33 5,490.79 7,937.27 Total Equity 54,803.39 TOTAL LIABILITIES & EQUITY 54,803.39 ):23 AM 13/10/10 :ash Basis Birth Choice of Temecula Profit & Loss January through December 2009 Jan • Dec 08 Speaker Event 0.00 Walk For Life Total Donations Grants Income City of Temecula Grant 5,000.00 Discretionary Grant 1,000.00 God's Gift 15,000.00 Matching Grant 27,100.00 Mentoring Grant 50,634.00 San Bernardo Diocese Grant 5000.00 The Living Stones Foundation 100.00 16,451.76 66,787.41 Total Grants Income 103,834.00 Interest income Miscellaneous Income Special events Wash For Life Total Income Expense A.Payroll Expenses Gross Payroll • Salaries Payroll Service Fees Payroll Taxes Total A.Payroll Expenses B.Other personnel expenses Accounting fees Legal fees Misc Fees Staff development Volunteer Expenses Volunteer/Staff Appreciation Workman's Comp Total B.Other personnel expenses 2.88 700.99 0.00 216.97 171542.25 63,918.50 1,071.18 5,694.01 70,683.69 40.00 310.00 837.45 427.67 92.40 2,430.66 646.77 4,784.95 Page 2 :23 AM 3/19/10 :ash Basis Birth Choice of Temecula Profit & Loss January through December 2009 Jan - Dec 09 C.Non-personnel expenses Client Education Material 1,800.66 Client Supplies 914.27 Computer 2,663.94 Equip rental & maintenance 2,839.45 Mailing services 889.70 Office Supplies 2,937.49 Postage, shipping, delivery 1,582.77 Printing & copying 4252.16 C.Non-personnel expenses - Other 25.40 Total C.Nompersonnel expenses 17,905.84 D.Occupancy expenses Building/Maintenance 2,286.26 Electricity 1,405.35 Gas 434.34 Rent 16,740.00 Telephone & telecommunications 3,756.99 D.Occupancy expenses - Other 330.55 Total D.Occupancy expenses 24,953.49 E. Advertising 10,525.92 F.Conenunity Outreach 6,029.25 G. Insurance 2,566.37 H. Fund Raiser Expense 2007 Golf 125.00 Baby Bottle Boomerang 1,588.51 Banquet 4,660.99 Walk for Life 4,113.36 11. Fund Raiser Expense - Other 312.00 Total H. Fund Raiser Expense 10,799.86 1. Miscellaneous Membership dues - organization 370.00 Online Expense 1,140.88 I. Miscellaneous - Other 1,790.00 Total 1. Miscellaneous . 3,300.88 J. Grant Expense Matching Grant Mentoring Grant Expense San Bernardino Grant Expense Total J. Grant Expense 1,090.00 3,720.30 1,383.47 6,193.77 Page 3 :23 AM 3/19/10 ash Basis Birth Choice of Temecula Profit & Loss January through December 2009 Jan - Dec 08 Medical' Exam Room Supplies 1,770.08 Insurance/Licenses 815.00 Medical Travel & Training 2,447.91 Total Medical 5,032.97 Reconciliation Discrepancies -0.01 Travel &meetings expenses Conference,convention,meeung 295.00 Travel " 533.00 Total Travel & meetings expenses 828.00 Total Expense 163,604.98 Net Ordinary Income 7,937.27 Net lncome 7,937.27 Page 4 23 AM IM9/10 ash Basis Birth Choice of Temecula Profit & Loss January through December 2009 Ordinary Income/Expense Income Donations Baby Bottle. Boomerang Blessed Teresa Church Canyon Lake Community Church Community Church of The Valley Community Service Girl Scouts Lamb's Fellowship Linfield School Oakstone Community Church Sandi Simon Southwest Christian Church St. Catherine Catholic Church St. Martha Catholic Church Stone Creek Church Baby Bottle Boomerang - Other Total Baby Bottle Boomerang Banquet Bargain Box Thrift Birth Choice General Online Income Birth Choice General - Other Total Birth Choice General Christmas Card Church Periodic Calvary Chapel of Menifee Community Church Lighthouse Assembly of God Oakstone Communti Church Rancho Community Cburch Southwest Christian Church St. Martha Catholic Church Stone Creek Bible Church Temecula Creek Christian Church Temecula United Methodist Women Total Church Periodic Jan - Dec 09 230.37 7.96 340.70 1,088,75 20.84 58.88 1,046.84 565.06 34.56 284.36 18,83 92.16 339.03 262.53 4,390.87 7,157.00 549.00 3,046.00 18,508.66 21,554.66 1,640.00 950.00 50.00 900.00 1,000.00 6,057.50 1,650.00 1,389.62 1,197.00 1,750.00 100.00 15,044.12 Page 1 11:37 AM Birth Choice of Temecula 08/13/16 Profit & Loss Budget vs. Actual Cash Basis January through July 2010 Ordinary Income/Expense. Income Donations Baby Bottle Boomerang Blessed Teresa Church Calvely Chapel Community Service Life ChurchMhittier Linfleld School Murrieta Valley Church Oakstone Community Church St. Catherine Catholic Church St. Jeanne's. St. Martha. Catholic Church Stone Creek Church Sunridge Church Baby Bottle Boomerang - Other Total Baby Bottle Boomerang Banquet BC General Online Income BC General -Other Total BC General Christmas Card Church Periodic Calvary Chapel of Menifee Canyon Lake Community Chuirch Crossroads Church Lighthouse Assembly of God Murrieta Knights Ladies Auxilia Oakstone Communtiy Church Rancho Community Cburch Southwest Christian Church Stone Creek Bible Church Temecula Hills Christian Church Church Periodic - Other Total Church Periodic Jan - Jul 10 Budget 26.72 35.52 1,156.04 429.98 1290.08 1,007,61 290.53 8.02 15.73 5,615.79 418.54 187.84 1,091.33 11,573.73 630.00 1,965.00 9.00 1,974.00 3,240.00 600.00 1,800.00 1,629.37 525.00 23.85 600.00 2,707.50 1,050.00 988.90 1,375.00 0.00 11,299.62 8,750.00 8,750.00 5,833.35 11,666.70 11,666.70 9,333.35 9,333.35 Page 1 Birth Choice of Temecula Profit & Loss Budget vs. Actual January through July 2010 Jan - Jul 10 - Budget Kings Koiffures Salon 115.05 Race For Humanity 26,617.17 Donations - Other 14,386.58 Total Donations_.:, 69,836.15 35,583.40 Grants Income City of Temecula Grant 0.00 Discretionary Grant 0.00 God's Gift 15,000.00 Matching Grant 1,493.40 Mentoring Grant 32,877.25 Mission Increase Foundation 20,000.00 San Bernardo Diocese Grant 0.00 Total Grants Income Interest Income Miscellaneous Income Newsletter Wash For Life Total Income Expense A.Payroll Expenses Gross Payroll -. Salaries 38,562.00 Payroll Service Fees 592.12 Payroll Taxes 3,861.61 Special W2 Invoice 76.50 A.Payroll Expenses - Other 0.00 41,416.65 69,370.65 1.31 0.00 1,195.00 0.00 140,403.11. 2,916.65 583.35 8,750.00 11,666.65 23,333.35 2,916.65 50,166.65 1.60 408.35 175.00 86,335.00 Total A.Payroll Expenses 43,092.23 41,416.65 B.Other personnel expenses Misc Fees 362.00 Staff Christmas Gifts 60.00 Staff development 88.05 Volunteer Expenses 146.00 Volunteer/Staff Appreciation 1,609.10 Workman's Comp 377.80 B.Other personnel expenses - Other 48.00 1,957.10 Total B.Other personnel expenses 2,690.95 1,957.10 Page 2 1 11:37 AM 08/13/10 Cash Basis Birth Choice of Temecula Profit & Loss Budget vs. Actual January through July 2010 Jan - Jul 10 Budget C.Non-personnel expenses Client Education Material 345.73 Client Supplies" 579.12 �/, Computer 1,064.00 ( f",' - %f'✓ Equip rental & maintenance 1,462,76 Mailing services 280.00 Office Supplies 3,905.89 e /41. 'L Postage, shipping, delivery 886.25 Printing 8 copying 1,011.44 C.Non-personnel expenses - Other 66.81 8,860.85 Total C.Non-personnel expenses 9,602.00 8,860.85 Church Outreach 54.85 4,681.85 D.Occupancy expenses Building/Maintenance 196.68 Electricity 638.88 Gas 371.49 Rent 9,765.00 Telephone & telecommunications 2,315.92 D.Occupancy expenses - Other 0.00 14,273.00 Total D.Occupancy expenses 13,287.97 14,273.00 E. Advertising 6,180.68 5,833.35 F.Community Outreach 2,835.31 2,333.35 G. Insurance 1,624.24 1,499.15 H. Fund Raiser Expense Baby Bottle Boomerang 0.00 875.00 Banquet 0.00 2,916.65 Race for Humanity Expense 2,755.00 H. Fund Raiser Expense - Other 2,474.75 Total H. Fund Raiser Expense 5,229.75 3,791.65 I. Miscellaneous Membership dues - organization 135.00 215.85 Online Expense 681.69 603.75 I. Miscellaneous - Other -1,014.80 1,044.115 Total I. Miscellaneous -198.11 1,863.75 * tc 09. 194 Page 3 11:37 AM Birth Choice of Temecula 08/13/10 Profit & Loss Budget vs. Actual Cash Basis January through July 2010 Jan -Ju110 Budget J. Grant Expense Matching Grant 1,052.00 291.65 Mentoring Grant Expense 818.06 1,586.65 San Bernardino Grant Expense 900.00 2,041.65 Total J. Grant Expense 2,770.06 3,919.95 Medical Exam Room Supplies 960.60 875.00 Insurance/Licenses 361.50 475.40 Medical Travel & Training Medical Equipment 1,591.00 Medical Travel & Training - Other 193.10 700.00 Total Medical Travel & Training 1,784.10 700.00 Total Medical 3,106.20 2,050.40 Rachel's Vineyard 920.00 875.00 Reconciliation Discrepancies 9.00 Travel & meetings expenses Conference,convention,meeting 0.00 172.10 Travel 209.37 310.90 Total Travel & meetings expenses 209.37 483.00 Total Expense 91,414.50 93,839.05 Net Ordinary Income 48,988.61 -7,504.05 Net Income 48,988.61 -7,504.05 Page 4 11:36 AM 08/13/10 Cash Basis Birth Choice of Temecula Balance Sheet As of July 31, 2010 ASSETS Current Assets Checking/Savings First Citizens Bank Pacific Trust Bank Checking Pacific Trust Bank Savings Petty Cash S.B.Grant Petty Cash Jul 31, 10 72,301.29 30,396.15 594.56 200.00 300.00 Total Checking/Savings 103,792.00 Total Current Assets 103,792.00 TOTAL ASSETS 103,792.00 LIABILITIES & EQUITY Equity Opening Bal Equity Unrestrict (retained eamings) Net Income 41,375.33 13,428.06 48,988.61 Total Equity 103,792.00 TOTAL LIABILITIES & EQUITY 103,792.00 Page 1 11:44 AM 08/13/10 Cash Basis 0 Birth Choice of Temecula Profit & Loss Year to Date January through July 2010 Medical Travel & Training Medical Equipment Medical Travel & Training - Other Total Medical Travel & Training Total Medical Rachel's Vineyard Reconciliation Discrepancies Travel & meetings expenses Travel Total Travel & meetings expenses Total Expense Net Ordinary Income Net Income Jan - Jul 10 1,591.00 193.10 1,784.10 3,106.20 920.00 9.00 209.37 209.37 91,414.50 48,988.61 46,988.61 Page • Internal Revenue S,cice P 0 BOX 2350 ROOM 5127 ATTN: E.O. LOS ANGELES, CA 900532350 Date: MAR. 20, 1989 BIRTHRIGHT OF TEMECULA p -4890-AGEMA-STRFEi- 28677 Front St TEMECULA, CA 92390 P.O. Box 2129 Temecula, CA. 92390 Dear Applicant: Date: partment of the Treasury In reply refer to: Employer Identification Number: 33-0302353 Case Number: 959030023 Contact Person: THORNTON, B. Contact Telephone Number: (213) 894-4170 Accounting Period Ending: December 31 Foundation Status Classification: see attached Advance Ruling Period Ends: Dec. 31, 1992 Caveat Applies: no Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Because you are a newly created organization, He are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that you can reasonably be expected to be a publicly supported organization described in sections 509(a)(1) and 170(b) (1) (A) (vi). Accordingly, you Hill be treated as a publicly supported organization, and not as a private foundation, during an advance ruling period. This advance ruling period begins on the date of your inception and ends on the date shown above. Within 90 days after the end of your advance ruling period, you must submit to us information needed to determine whether you have met the requirements of the applicable support test during the advance ruling period. If you establish that you have been a publicly supported organization, you will be classified ase section 509(a)(1) or 509(a)(2) organization as long as you continue to meet the requirements of the applicable support test. If you do not meet the public support requirements during the advance ruling period, you Hill be classified as a private foundation for future periods. Also, if you are classified as a private foundation, you will be treated as a private foundation from the date of your inception for purposes of sections 507(d) and 4940. Grantors and donors may rely on the determination that you are not a private foundation until 90 days after the end of your advance ruling period. If you submit the required information within the 90 days, grantors and donors I1 of for 1045(CG) BIRTHRIGHT OF TEMECULA Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. If the heading of this letter indicates that a caveat applies, the caveat below or on the enclosure is an integral part of this letter. If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, • FLS IC �, iu �l Frederick C. Nielsen District Director I Atter- 1045(CG) 111111111111111111 1111111111111 111i11111111111111 Department of the Aury Internal Revenue Service i• FRESNO, CA 93888 I II nIUlllnnlnnllllnlnul1111InIn1IlI1111n n11lnund BIRTH CHOICE OF TEMECULA INC PO BOX 2129 TEMECULA CA 92593-2129297 Date of t Taxpayer Form: Lice: JULY 25. 1994 ratifying Number 33-030€3353 Tax Period: For assistance you may call us at: 1-800-829-1040 ST. 0 WE CHANGED YOUR NAME AND/OR ADDRESS THANK YOU FOR YOUR CORRESPONDENCE. AS YOU REQUESTED, WE'VE MADE THE FOLLOWING CHARGES TO YOUR NAME AND/OR ADDRESS: NAME AND ADDRESS PREVIOUSLY NAME AND ADDRESS NOW SHOWN ON YOUR ACCOUNT SHOWN ON YOUR ACCOUNT BIRTHRIGHT OF TEMECULA BIRTH CHOICE OF TEMECULA INC PO BOX 2129 PO BOX 2129 TEMECULA CA 92593-2129297 TEMECULA CA 92593-2129297 IF YOU DON'T AGREE WITH THIS CHANGE, PLEASE LET US KNOW. eD CERTIFICATE OF AMENDMENO OF ARTICLES OF INCORPORATION A44y�S�1 UNDO 11 Ia.7 FILED In the office of Ow Socr.tory of Swa of the Swte of CoGf omio rJUL 18 1994 Arlene Siroky and Margaret A. Ustick certify that: TONY MUM Acting Seuei:ryalSUN 1. They are the Director and the Secretary, respectively of BIRTHRIGHT OF TEMECULA, INC. a California Corporation. 2. Article I of the articles of incorporation of this corporation is amended to read as follows: BIRTH CHOICE OF TEMECULA, INC. 3. The foregoing amendment of articles of incorporation has been duly approved by the Board of Directors. 4. The corporation has no members. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: %p f ' `-,�%utWC Arleen Siroky, Director Margaret. Ustick, Secretary NONPROFIT 11.4 State of California Secretary of State :Gc vF ryF Nt ek Peril74: 14 :5 I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of 1 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. Sec/State Form CE 108 (,REV 1/2007) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of JUN 17 2009 DEBRA BOWEN Secretary of State y%^ OSP 08 111444 ellial1111111111111111111C1 IIE State of California Secretary of State STATEMENT OF INFORMATION (Domestic Nonprofit, Credit Union and Consumer Cooperative Corporations) Filing Fee: $20.00. If amendment, see instructions. IMPORTANT — READ INSTRUCTIONS BEFORE COMPLETING THIS FORM de NSS 09-684685 FILED t� th*officeoftheSeoretaryooState of the State of California m JUN. 0 8 2009 This Space For Filing Use Onl 1, CORPORATE NAME (Please do not alter if name is preprinted.) L C1800935 PB NCD BIRTH CHOICE OF TEMECULA, INC. 27488 ENTERPRISE CIRCLE WEST #4 TEMECULA CA 92590 DUE DATE: 08-31-09 ®_ COMPLETE PRINCIPAL OFFICE ADDRESS (Do not abbreviate the name of the city. Item 2 cannot be a P.O. Box.) 2 ST EET ADDRESS OF PRINCIPALrOFFICE IN,�CAL,I{FORNIA. IF ANY CITY f9�K/AJ t� l Le if 279f7AILING STATE yZIP CODE �/r -,5/ STATE ZIP -CODE 3, OF THE ORPORATON,I/ IF REQUIRED //ME, NAMES AND COMPLETE ADDRESSES OF THE FOLLOWING OFFICERS (The corporation must have these three officers. A comparable til for the specific officer may be added; however, the preprinted titles on this form must not be altered.) 4. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY CNA/Litt f Ceenr. . WOAz CANES Cdu,2Z 7r,t reset, ' STATE ZIP CODE 7L57/ STATE ZIP CODE STATE ZIP CODE e -.Q 92 12-- 2—AGEit / 5. SECRETARY/ ADDRESS CITY tit 7°5E/ CW JJ9.QD C -C -,cmc c_>- \.isalp.-R.crr c->.S`��� 6. C'EF FINANCIAL OFFICER/ ADDRESS CITY /DAN 2319 ,9O' W ,(-Ahem er Art -(4-€/c771--- NT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and Item 8 must be completed with a Califc AGENT street address (a P.0 Box address is not acceptable). If the agent is another corporation, the agent must have on file with the California Secretary of Sta certificate pursuant to Corporations Code section 1505 and Item 8 must be left blank.) 7. NAME OF AGENT FOR SERVICCEJDF PROCESS aidC✓ffitt if 'CAI WckIJ- /vet a142,, eAtifiL- icil6CA 7'6 O cit_ 8. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFQRNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE 7Ef CA f -0 DAVIS-STIRLING COMMON INTEREST DEVELOPMENT ACT (California Civil Code sectio 1350, et seq.) e. ❑Check here if the corporation is an association formed to manage a common interest development Development Act and proceed to Items 10, 11 and 12. if,,, 4.__. NOTE: Corporations formed to manage a common interest development must also file a Statement by Common SI -CID) as required by California Civil Code section 1363.6. Please see instructions on the reverse side under the t! -. is -Stirling SOF 1' s;;1L'1 T•:. e ;i fc' li1- rg 1 T'L?CS:`" YGIT F'tAlff C� Common Ince Association (F • DE ZIP CODE 10. ADDRESS OF BUSINESS OR CORPORATE OFFICE OF THE ASSOCIATION. IF ANY CITY 11. FRONT STREET AND NEAREST CROSS STREET FOR THE PHYSICAL LOCATION OF THE COMMON INTEREST DEVEL:t' (Complete if the business or corporate office is not on the site of the common interest development.) 12. NAME AND ADDRESS OF ASSOCIATIONS MANAGING AGENT, IF ANY CITY STATE ZIP CODE 13. THE TAINED HEREIN IS TRUE AND CORRECT �t(\/Etfeet a- 6(,tt ereotr7& ,'TE PE/PRINT NAME OF PERSON COMPLETING FORM TITLE l £dIGNATURE- c+nn am mm ,,nnn L. APPROVED BY SECRETARY'OF ST. 0 on CITY OF TEMECULA FISCAL YEAR 2010.1 1 COMMUNITY SERVICE FUNDING PROGRAnTION (Please Print or Type) Gity of Teinecu AUG 2 7 2010 4 2010-1.1 Program Submission Deadline: Wednesday, September 15, 2010 (original, plus one) PROJECT INFORMATION Amount Requested: $ 5,000 Project Name: Power Hour & Project Learn (Maximum allowable $5,000) Project Start Date: October 2010 Project End Date: October 2011 ORGANIZATION INFORMATION Name of Organization: Boys & Girls Clubs of Southwest County Contact Name: Rhonda Guaderrama Title/Position: Director of Operations Mailing Address: P.O. Box 892349, Temecula, CA 92589 Telephone: (951) 699-1526 Number of Paid Staff: 60 Year Organization Founded: Number of Volunteers: 400 1990 Geographic Area(s) Served: Southwest Riverside County(Temecula, Murrieta, Lake Elsinore & French Valley) Is this organization incorporated in California as a non-profit organization? Yes No Effective Date: September 1990 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: September 10, 1990 If "no" Federal identification number: 33-0475756 State identification number: 91037689 Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee X Board of Directors Application — Page I Members -at -Large T ) r FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the Boys & Girls Clubs of Southwest County (BGCSWC) is to inspire and enable all youth to realize their full potential. as productive, responsible and caring citizens by providing stimulating and challenging programs through interaction with dedicated, caring people. For 20 years, the BGCSWC has been at the forefront of youth development working with young people from all economic, social and family circumstances in support of the agency's mission. The Club has become known as "The Positive Place for Kids" because it offers a variety of programs and activities that provide youth personal growth experiences in a safe and structured environment. The BGCSWC is more than just a place for youth to play; it is also a place for learning through exploration and discovery. Children from all backgrounds participate in our programs. 55% are from diverse ethnic, cultural and racial backgrounds; 44% are from economically disadvantaged families and 28% are from single parent households. The organization offers financial scholarships to those families that are unable to obtain affordable child care. In fact, more than 40% of Club families are on some type of financial assistance, most commonly in the form of transportation scholarships. The Boys and Girls Clubs of Southwest County provides an essential service for the many commuting parents that need to leave for work early in the morning and do not return until late in the day. The Boys & Girls Clubs of Southwest County provides transportation to and from the Temecula schools for grades 1st through 8th. The organization has a large fleet of school buses and vans to offer the most updated and safe transportation possible, provided by licensed, certified drivers. The Boys & Girls Club is the only organization offering these services to middle school aged children and one of only a few that provides this service to elementary aged children. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) The Boys & Girls Clubs of Southwest County is respectfully requesting a $5,000 grant to continue to support the Power Hour/Project Learn after school programs. These programs, developed by Boys & Girls Clubs of America, supports academic enhancement during out of school hours. Research has showy: that low achieving students spend most of their non -school hours involved ir activities that have little benefit to them in the classroom, whereas high achieving students participate in more activities that reinforce skills and knowledge they are learning in school. The goal of the Power Hour program is to assist students with their homework, provide them help with research for homework assignments and support them with adult tutors who can guide them and assist them with academic questions. The Club offers homework help and tutoring five to six hours weekly; Monday through Thursday. The Clubs state-of-the-art computer labs are open to provide supervised internet assistance and computer usage for Club members who need computer or Internet access to complete assignments. The combination of homework help, computer access and the encouragement of staff, the kids who participate in Power Hour/Project Learn get an academic edge. Research shows that the benefits are threefold: academic, behavioral and social. Project Learn is an educational enhancement program that incorporates academically enriching activities into the Club's daily schedule. These activities include creative writing, Web site development, plays and field trips. In the Around the World component of Project Learn, a different Country of the world is featured each month which gives youth the opportunity to explore the culture, recreation, geography and government of the selected country. This year, the Around the World component was so successful that Boys & Girls Clubs of America recognized us with the Gold Level Youth for Unity Leadership Award. CONTINUED Application - Page 3 Proiect Description - Continued Now, more than ever, our youth need academic support during after school hours. Many are failing to learn basic skills during the school day. We are living in difficult times and, as our families struggle, it is even more important for our youth to get the academic support that they need. The Boys & Girls Clubs of Southwest County provides a critical safety net for these children and their families. The Boys & Girls Clubs of Southwest County is prepared to respond to the challenges faced by our youth and help them succeed academically. The Power Hour and Project Learn programs are designed to provide academic support and enrichment early on, setting the stage for academic success and ensuring our youth become lifelong learners. Parent Involvement and School Collaboration: The BGCSWC has strong partnership relationships with the Temecula, Murrieta and Lake Elsinore School Districts. Our staff have worked hard to build strong relationships with parents, school Administrators, teachers and the PTA's to ensure educational continuity for Club members and topromote a strong partnership with the Boys & Girls Clubs. These relationships include open communication and mutual support. These partnerships help us to ensure that our members are successful in school. Incentives, Recognition and Goal -Setting: Members and staff use recognition and goal setting to recognize effort, achievement and improvement on a daily, weekly and monthly basis. As an incentive, we offer our members the opportunity to participate in special events and field trips when the complete their assignments consistently and improve their academic performance. We also chart each youth's progress so that excellence in technology, academics, the arts and world study can be recognized. Grant funds will be used to provide computer supplies and educational software programs, educational teaching supplies, school supplies, rewards and incentives, guest speakers and other program supplies. Funds will be divided among the two Temecula Club sites to support their Power Hour/Project Learn programs. t PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. The grant money we received from the City of Temecula last year was critical to the success of the Power Hour/Project Learn programs. The organization was able to purchase the supplies needed to effectively run the program. Most importantly, we were able to provide the children with much needed school supplies, as well as rewards and recognition for their participation. In these difficult economic times, the grant money went a long way to ensure that the children received the support and supplies they needed to be academically successful. The programs were run at both the Pechanga Great Oak Clubhouse and the Old Town Temecula Clubhouse, with more than 500 children participating over the course of the year. For the second year, we tracked academic progress and school attendance through report cards and continued to see improvement in both. The Around the World component remains a favorite with the children and was so successful this year, that our organization was recognized by Boys & Girls Clubs of America for our efforts. The children learned about different countries and their cultures through creative writing assignments, visual maps, Internet research and, of course, a party that incorporated the food of that country. The children truly felt like they were going "Around the World." Other components of Project Learn included a field trip to the Discovery Center, designing a Club newsletter and Web design. The Power Hour programs allows the children to complete their homework before going home, giving parents and kids the chance to spend more quality time together in the evening. The Boys & Girls Clubs of Southwest County believes that grant funding for these programs helped to give Temecula students much needed support and enrichment and also helped enhance the quality of life for those families. Application — Page 4 SIGNATURE PACE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: Rhonda Guaderrama, Director of Operations PRESIDENT or AUTHORIZED OFFICER: NAME and TITLE (Please Print or Type) Maryann Edwards, CEO NAME and TITLE (Please Pr'ht or Type) SIGNATURE: ORGANIZATION NAME: Boys & Girls Clubs of Southwest County MAILING ADDRESS: P.O. Box 892349, Temecula, CA 92589 TELEPHONE: (951) 699-1526 DATED THIS 20th of August , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application -- Page 5 August 23, 2010 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Dear Ms. McNabb, i1) CITY of TFMFCIJIA AUG 2 7 201u FINANCE DEPT. Please find enclosed our CSF application for our Power Hour/Project Leam programs. Thank you for your consideration of our application and your assistance with this process. We appreciate all that the City of Temecula does to make a difference in the lives of children. Sincerely, 7 Rhonda Guaderrama Director of Operations The Positive Place For Kids The Boys & Girls Clubs of Southwest County is a non-profit organization qualifying for tax-exempt status under Section 501(c) (3) of the Internal Revenue Code. Tax ID # 33-0475756 BOYS & GBuS CLUBS OF SOUTHWEST COUNTY P.O. Box 892349 Temecula, CA 92589 www.bgrswc.org Vol ,p WryWVle Inland amber Ayer, Old Town Temecula Clubhouse 28790 Pujol Street Temecula, CA 92590 Tel 951-699-1526 Pechanga Great Oak Clubhouse 31465 Via Cordoba Temecula, CA 92592 Tel 951-695-0181 Murrieta Clubhouse 40550 California Oaks Road Murrieta, CA 92562 Tel 951.6983838 Alberhlll Ranch Clubhouse 3711 Mewls Road Lake Elsinore, CA 92530 Tel 951-245-4499 Officers AMY MINNIEAR Board Chair TED KRISTENSEN First Vice -Chair ADRIA POINDEXTER Secretary GREG PRUDHOMME Treasuler MARYANN EDWARDS Chief Executive Officer Board of Directors NATHAN GARN TERRY GILMORE' BRUCE KESSMAN JEFF KURTZ BRENT LOWE CRYSTAL MAGON SCOTT MCINTIRE SILVIA PROVENZANO KAREN ROBERTS WIM SELDERS MIKE SHIRLEY DIANE SITAR JOAN SPARKMAN VIET TRAN TIM URE ALAN WINKELSTEIN' KIMJERA WHITTINGTON 'Past Chair BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY (A California Public Benefit Corporation) AUDIT REPORT For the Year Ended December 31, 2009 C) BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY (A CALIFORNIA PUBLIC BENEFIT CORPORATION) AUDIT REPORT For the Year Ended December 31, 2009 Table of Contents FINANCIAL SECTION Page Independent Auditors' Report I BASIC FINANCIAL STATEMENTS Statement of Financial Position 2 Statement of Activities 3 Statement of Cash Flows 4 Statement of Functional Expenses 5 Notesto Financial Statements 6 0 Board of Directors Boys and Girls Clubs of Southwest County Temecula, California INDEPENDENT AUDITORS' REPORT We have audited the accompanying statement of financial position of Boys and Girls Clubs of Southwest County (A California Public Benefit Corporation) as of December 31, 2009, and the related statements of activities, cash flows, and functional expenses for the year then ended. These financial statements are the responsibility of Boys and Girls Clubs of Southwest County's management. Our responsibility is to express an opinion on these financial statements based on our audit_ We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Club's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Boys and Girls Clubs of Southwest County as of December 31, 2009, and the change in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Murrieta, California June 22, 2010' 0 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Statement of Financial Position December 31, 2009 ASSETS Current Assets Cash Investments Pledges receivable (Net of uncollectible amounts) Grants receivable Prepaid expenses Total Current Assets $ 1,969,723 20,229 1,583,877 46,104 14,336 3,634,269 Fixed Assets (Net of accumulated depreciation) 4,671,649 Total Capital Assets 4,671,649 TOTAL ASSETS $ 8,305,918 LIABILITIES AND NET ASSETS LIABILITIES Current Liabilities Accounts payable Accrued expenses Line of credit Vehicle loans - current portion Notes payable - current portion Total Current Liabilities Long Term Liabilities Vehicle loan Notes. payable Total Long Term Liabilities NET ASSETS TOTAL LIABILITIES Unrestricted Temporarily restricted TOTAL NET ASSETS TOTAL LIABILITIES AND NET ASSETS See accompanying notes to financial statements. 104,536 70,321 407,259 12,573 25,748 620,437 3,275 46,430 49,705 670,142 3,621,067 4,014,709 7,635,776 8,305,918 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Statement of Activities For the Year Ended December 31, 2009 REVENUES, GAINS, AND OTHER SUPPORT Membership income Pledge income Donations Indirect contributions (United Way) Grant income Fundraiser income Program service fees Interest income Miscellaneous income Net assets released from restrictions: Pledge income EXPENSES Unrestricted $ 60,417 135,422 3,207 735,322 397,914 1,015,906 8,807 33,919 Temporarily Restricted 335,645 2,083,725 (2,083,725). Total 60,417 335,645 135,422 3,207 735,322 397,914 1,015,906 8,807 33,919 TOTAL REVENUES, GAINS, AND OTHER SUPPORT 4,474,639 (1,748,080) 2,726,559 Program services 1,897,601 Supporting services 1,897,601 Management and general 545,321 Fundraising - - 545,321 219,786 - 219,786 TOTAL EXPENSES 2,662,708 - 2,662,708 CHANGE IN NET ASSETS 1,811,931 (1,748,080) 63,851 NET ASSETS AT BEGINNING OF YEAR 1809 136 5,762,789 7,571,925 NET ASSETS AT END OF YEAR $ 3,621,067 $ 4,014,709 $ 7,635,776 See accompanying notes to financial statements. 0 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Statement of Cash Flows For the Year Ended December 31, 2009 CASH FLOWS FROM OPERATING ACTIVITIES Change in Net Assets $ 63,851 Adjustments to reconcile increase (decrease) in net assets to net cash provided (used) by operating activities Depreciation expense 141,692 Unrealized (gain)/loss on investments (67) Donated common. stock (10,108) (Increase) decrease in: Inventories 10,640 Pledges receivable 1,166,088 Grants receivable (46,104) Prepaid expenses 236 Increase (Decrease) in: Accounts payable (55,460) Accrued expenses 13,981 NET CASI-I PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets NET CASH USED 13Y INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from credit line. Payments on notes payable Payments on vehicle loans NET CASH PROVIDED 13Y FINANCING ACTIVITIES NET INCREASE (DECREASE) IN CASH BEGINNING CASH ENDING CASH Oil I ER REQUIRED INFORMATION: See accompanying notes to financial statements. 1,284,749 (111,580) (111,580) 107,259 (23,076) (14,494) 69,689 1,242,858 726,865 1,969,723 Interest l'aid - $ 26,560. 0 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Statement of Functional Expenses For the Year Ended December 31, 2009 EXPENSES Advertising Awards and recognition Bank charges Bad debt expense Credit card fees Community contribution Depreciation Dues and subscriptions Fundraising events Insurance Interest expense Internet services Licenses and fees Office supplies Pay rolItaxes Postage and delivery Printing Professional fees Program events Rent Repair and maintenance Retirement plan Salaries Security.... Seminars Staff uniforms Taxes Telephone Transportation Utilities Unreal ized (gai ns)/losses Program Services Supporting Services $ Management Youth and Total Services General Fundraising Expenditures, 1,000 $ 23,428 $ - $ 24,428 14,668. - 14,668 1,382 1,382 - 1,382 18,334 18,334 10,986 - - 10,986 2,159 - - 2,159 99,184 42,508 - 141,692 3,140 15,333 18,473 166,456 166,456 152,580 24,839 177,419 5,259 21,301 - 26,560 12,687 - - 12,687 1,745 1,745 13,599 12,898 1,361 27,858 88,653 8,772 - 97,425 1,447 5,334 - 6,781 10,883 21,105 - 31,988 15,938 22,570 38,508 123,072 - 123,072 43,206 19,996 - 63,202 51,043 2,573 - 53,616 1,272 13,180 14,452 1,001,421 232,619 51,969 1,286,009 4,986 - 4,986 1,768 11,139 12,907 1,581 - 1,58I 1,344 6,081 - - 7,425 22,718 28,220 - 50,938 164,008 15,158 - 179,166 45,872 - - 45,872 (67) - (67) Totals $ 1,897,601 $ 545,321 $ 219,786 $ 2,662,708 See accompanying notes to financial statements. 0 0 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 1 —NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES A. Nature of Activities The Buys and Girls Clubs of Southwest County (the "Club") was established in August 1990. The Club is a member of the I3uys and Girls Clubs of America chartering organization and provides services to youth, the objectives of which are to foster and to promote the physical, social, and educational, vocational, and character development of boys and girls in or near Southwest Riverside County, California. Major classes of programs include after school care, day camp and youth sports programs. The Club operates facilities in Temecula, Murrieta and Lake Elsinore. The Club is funded through membership dues, performance of services for the City of Temecula (the "City") and sponsorships from businesses and the general public in conjunction with its fundraising efforts. 13. Basis of Presentation The Club's policy is ty prepare its financial statements on the accrual basis of accounting. This means that revenues are recorded when earned, rather than when received, and expenses are recorded when incurred, not when they are paid. C. Recognition of Revenue Revenues are received primarily from pledge income, fundraising, before direct expenses, and program service fees. Membership dues are recorded as revenue in the year received. Management believes that recognizing membership dues pro -rata on a monthly basis would have an immaterial effect on the Club's financial statements. Program fees represent fees related to member participation in specific day camp, youth sports, before and after school and transportation programs are recorded as revenue in the year received: Fund raising revenues, which consist of the "Our Kids Rock" dinner, golf tournament and annual giving campaign are recorded when the event occurs. Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence and/or nature of any donor restrictions. The Club has not received any contributions with donor -imposed restrictions that would result in permanently restricted net assets. BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 1— NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (continued) C. Recognition of Revenue (continued) Unrestricted: These generally result from revenues generated by receiving unrestricted contributions, providing services, and receiving interest from investments less expenses incurred in providing program related services, raising contributions and performing administrative functions. Temporarily Restricted: The Club reports gifts of cash and other assets as temporarily restricted support when they are received with donor stipulations that limit the use of the donated assets. When the donor restriction expires, i.e. the stipulated time restriction ends or the purpose of the restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statement of Activities as net assets released from restrictions. D. Donated Services The Club's accounting policy for donated materials and equipment is to record these items as contributions at the estimated fair market value as stated by the donor at the date they are received. Contributions of donated services that create or enhance non financial assets or that require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at the fair values in the period received. Numerous hours of volunteer services were performed on behalf of the Club during the year ended December 31, 2009 in support of its programs. Since these services do not meet the criteria specified in Statement of Financial Accounting Standards No. 116, Accounting dbr Contributions Received and Contributions Made, for recognizing a monetary value of these services, no such value has been assigned to these services in the Club's financial statements. E. Property and Equipment Property with a cost of $1,000 or greater is capitalized and recorded as additions to property and equipment. Donated property is recorded at the estimated fair value at the date of the gift. Buildings and equipment are depreciated using the straight-line method over and estimated useful life of forty years and ten years, respectively. Maintenance and repair costs are charged to expense as incurred. F. Cash and Cash Equivalents The Club considers cash on hand and certificates of deposit with maturity dates of three months or less at the date of investment to be cash and cash equivalents. 7 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 1 — NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (continued) G. Investments Investments are recorded at fair value. Unrealized gains and losses are recorded as increases or decreases on the statement of activities. H. Concentration of Risk The Club maintains its cash in various accounts at several financial institutions. At various times during the year, the amount on deposit with a single financial institution may exceed federal depository insurance limits. Al December 31, 2009, the Club had balances on deposit approximating $1,134,000 in excess of such limits. Management does not believe that this represents a significant risk to the Club. I. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. J. Income Taxes The Club is a non-profit public benefit corporation organized under the laws of California and, as such, is exempt from federal and state income taxes under Section 501(c)(3) of the Internal Revenue Code and corresponding state statutes. The Club is classified as other than a "private foundation" by the IRS. Accordingly, no provision for income taxes has been provided for in the financial statements. K. Fair Value of Financial Instruments The following methods and assumptions were used by the Club in estimating its fair value disclosures for financial instruments: Cash and accounts payable as reported in the balance sheet approximate fair value because of the short maturities of those instruments. L. Functional Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the combining statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services based on the benefits derived. BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 2 — INVESTMENTS Investments consist of stock donated to the Club. The following discloses the aggregate carrying amount of investments by major types at December 31, 2009. Estimated Fair Value Shares Market Price December 31, 2009 Stock -Auriga Laboratories, Inc. 1,450,756 0.0007 $ 1,016 Stock- GoodrichPeteCorporatirnl 400 24.35 9,740 Stock - Biogold Fuels Corporation 1,052,632 0.0090 9,474 Total investments at fair value Investment Return: Net unrealized gain $ 435 Net unrealized loss (368) 67 NOTE 3 — CAPITAL ASSETS Land, building and 'equipment as of December 31, 2009 consisted of the following: $ 20,229 Balance, Balance, January 1, 2009 Additions Decreases December 31, 2009 Capital assets not being depreciated: Land $ 1,465,000 $ - $ - $ 1,465,000 Work in progress 473,823 81,097 - 554,920 Total capital assets not being depreciated 1,938,823 81,097 2,019,920 Capital assets being depreciated: Bui !dings 2,826,048 - - 2,826,048. Furniture, equipment & improvements 362,861 1,444 - 364,305 Vehicles 311,612 29,039 (17,594) 323,057 Total capital assets being depreciated 3,500,521 30,483 (17,594) 3,513,410 Total accumulated depreciation (737,583) (141.,692) 17,594 (861,681) Total capital assets being depreciated, net 2,762,938 (111,209) - 2,651,729 Total capital assets, net 4,7111,761 $ (30,112) $ 4,671,649 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 4 —LINE OF CREDIT The organization has a line of credit from Pacific Western Bank available for its use. The line of credit is as follows: Pacific Western I3ank December 31, 2009 Initial rate: 4.20% Credit limit: $ 500,000 Loan dale: April 13, 2009 Maturity date April 17, 2011 Balance at year end $ 407,259 NOTE 5 — NOTES PAYABLE Murrieta Building During 2002 the Club borrowed $127,780 to purchase a building. Monthly payments are $1,381, with a variable interest rate through September 2012. The note is secured by the purchased building. Total loan balance Less current portion Long-term portion December 31, 2009 $ 42,096 (15,558) 26,538 Future maturities of loan: Year ending December 31, Payment Tota I 10 2010 2011 2012 $ 15,558 15,647 10,891 42,096 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 5 — NOTES PAYABLE (continued) Puiol Land During 2007 the Club borrowed $50,258 to purchase land. Monthly payments arc $1,016, including interest at a rate of 7.75 percent through September 2012. December 31, 2009 Total loan halal -ICC $ 30,082 Less current pinion (10,190) Long-term portion $ 19,892 Future maturities of loan: Year ending December 31, Payment Total NOTE 6 — VEHICLE LOANS 2010 2011 2012 10,190 11,034 8,858 $ 30,082 • The organization has three car loans at the end of the year. These Ioans have interest rate ranging from 8.5% to 8.8%. Futttre maturities of vehicle loans: Year ending December 31, Payment 0 BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 7 - LEASES The Club beganleasing the land for its Great Oak Facility under a 40 -year lease from the City of Temecula. The term of this lease agreement extends through June 30, 2046 with an annual lease payment of $1. Statement of Financial Accounting Standards No. 116 Accounting fir Contributions Received and - Co:dribufions Made, requires recognition at fair value of such discounted lease costs. Management estimated that the fair value of such discounted lease costs .is approximately $42,000 per year. This amount is included in both revenues and expenses on the statement of activities. NOTE 8 — EMPLOYEE RETIREMENT PLAN The Club maintains a defined contribution retirement plan conforming to the provisions of Section 401(k) of the internal Revenue Code for its salaried employees. Such employees become eligible to participate in the Plan after reaching age 21 and accumulating 1,000 hours of service during the year with the Club. The Club matches employee contributions to a maximum of five percent of each employee's eligible compensation, as defined in the Plan, and may also make discretionary contributions. Employee contributions are fully vested at all tines. Employer matching and discretionary contributions vest ratably over a five-year period. If an employee terminates employment prior to age 65, the distribution from employer matching and discretionary accounts is limited to the vested portion based upon years of eligible service. The Club's matching contributions were approximately $14,500 for the year ended December 31, 2009. NOTE 9 — PLEDGE INCOME Contributions are recognized when the donor makes a promise to give to the Organization that is, in substance, unconditional. in 2005, the organization established a "Capital Campaign" which was created to fund a new facility in the City of Temecula The pledges amounted to $323,572 for the year ended December 31, 2009. in 2009, the Organization established a "Sustainability Campaign" which was created to fund another new facility in. the City of Temecula. The pledges amounted to $12,073 for the year ended December 31, 2009. NOTE 10 — PLEDGES RECEIVABLE Pledges receivable are recorded when the donor makes a promise to give to the organization. The amount of the pledges receivable at December 31, 2009 amounted to $1,633,877. The Club estimates an allowance for uncollectible pledges based on management's consideration of donors, historical activity and economic conditions. The allowance for uncollectible pledges amounted to $50,000 at December 31, 2009. 12 • BOYS AND GIRLS CLUBS OF SOUTHWEST COUNTY Notes to Financial Statements December 31, 2009 NOTE 11 — CONTINGENCIES Grant activities are subject to monitoring and review by the respective grantor. As a result of such review, costs may be questioned and subsequently disallowed. Management has not been notified of any such disallowance. NOTE 12 — TEMPORARILY RESTRICTED Temporarily restricted net assets are comprised of the following: Capital campaign — use restriction Sustainability NOTE 13 —FUNDRAISING EVENTS The Club conducted the following fundraising events: December 31,2009 $ 4,004,269 10,440 $ 4,014,709 December 31, 2009 Revenues Expenses Net Auction $ 286,471 $ 125,327 $ 161,144 Golf Tournament 27,870 7,278 20,592 Field of Dreams 44,163 6,226 37,937 Other 39,410 27,625 11,785 $ 397,914 $ 166,456 $ 231,458 NOTE 14 —SUBSEQUENT EVENTS Events subsequent to December 31, 2009 have been evaluated through June22, 2010, the date at which the Organization's audited financial statements were available to be issued. No events requiring disclosures have occurred through this date. If events requiring disclosures have occurred between the balance sheet date and the date of the financial statements were available to be issued they would be disclosed here. 13 4:28 PM 03129110 Accrual Basks Boys & Girls Clubs of Southwest County Profit & Loss Budget Overview January through December 2010 TOTAL Jan10 Feb10 Mar10 Apr10 May10 Jun10 Jul 10 Aug10 Sep10 Oct10 Nov10 Dec10 Jan - Dec 10 Income Contdbutlons Income Community Contributions Annual Giving (One Campaign) 2,500.00 5,590.00 11585.00 8,649.00 4,445.00 3,513.00 3,238.00 2,500.00 2,000.00 2,000.00 2,000.00 2,000.00 50,000.00 Community Contributions • Other 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 22,500.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 50,000.00 Total Community Contributions 5,000.00 8,090.00 14,085.00 11,149.00 6,945.00 26,013.00 5,738.00 5,000,00 4,500.00 4,500.00 4,500.00 4,500,00 100,000.00 Total Contributions Income 5,000,00 8,090.00 14,085.00 11,149.00 6,945.00 26,013,00. 5,738.00 5,000.00 4,500.00 4,500.00 4,500.00 4,500.00 100,000.00 Fundraising Auction OKR 0.00 0.00 0.00 0.00 0.00 0.00 2,000.00 5,000.00 25,000,00 55,000.00 185000.00 35,000.00 307,000.00 Concert 2009 0.00 0.00 0.00 - 0.00 3,000.00 5,000.00 12,300.00 0.00 0.00 0,00 0.00 0.00 20,300.00 CTL 500,00 1,200.00 3,100.00 1,500,00 700.00 0.00 0.00 0.00 0.00 0.00 1,910.00 18,750.00 27,680.00 Field of Drums. 0.00 000 8,000.00 12,000.00 15,000.00 26,000.00 0.00 0.00 0.00 0,00 0.00 0,00 61,000.00 Golf Tountament 0.00 25,000.00 15,000.00 15,000.00 0.00 0.00 0,00 0.00 0.00 0.00 0.00 0.00 55,000.00 Total Fundraising 500.00 26,200.00 28,100.00 28,50000 18,700.00 31,000.00 14,300.00 5,000.00 25,000.00 55,000.00 186,910.00 53,750.00 470,980.00 Grants Abbott 0.00 0.00 0.00 0.00 0.00 0.00 0.00 - 0.00 0.00 80,000.00 0.00 0.00 60,000.00 BankofAmsnu 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15,000.00 15,000.00 Bob Buster 0.00 0.00 , 0.00 0.00 0,00 0.00 25,000.00 0.00 25,000.00 0.00 0.00 0.00 50,000,00 CDBG 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10,000,00 10,000.00 20,000.00 CSF Funds 0.00 0.00 1,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0.00 0.00 1,000.00. District Attorney 0.00 0,00 0.00 0.00 0.00 15,000,00 0.00 0.00 0,00 0.00 0.00 0.00 15,000.00 Edison 0.00 0.00 0.00 0.00 0.00 0.00 25,000.00 0.00 - 0.00 0.00 0.00 0.00 25,000.00 New York Life 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5,000,00 0.00 0.00 5,000.00 QIP 0.00 0.00 5,000.00 5,000.00 5,000.00 5,000,00 2,500.00 0.00 0.00 0.00 0.00 0.00 22,500.00 Omer Oran BOCA Mission Youth Outreach 500.00 700.00 1,500,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00. 0.00 2,700.00 Total BOCA 500.00 700.00 1,500.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2,700.00 Planet Youth 0.00 0.00 1,458.33 1,458.33 1,458.33 1,458,33 1,458.33 1,458.33 1,458.33 1,458.33 1,458.35 1,458.35 14,583.34 Other Grants - Omer 5,500.00 5,500.00 5,500.00 5,500.00 6,750.00 8,750.00 6,750.00 8,750.00 6,750.00 6,750.00 6,750.00 8,750.00 76,000.00 Total Other Grants 8,000.00 6,200.00 8,458,33 6,958.33 8,208.33 8,208.33 8,208.33 8,208.33 8,208.33 8,208.33 8,208.35 8,208.35 93,283.34 PacMk Youth Foundation 0,00 40,000.00 0.00 0.00 0.00 0.00 0.00 30,000.00 0.00 30,000.00 0.00 0.00 100,000.00 RCTC 21,328.00 21,328.00 21,328.00 21,326.00 21,326.00 21,326.00 16,764.00 15,754.00 15,754,00 15,754.00 15,754,00 15,754,00 222,480.00 United Way 2,993.20 12,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 2,993.20 45,918.40 Total Grants 30,319.20 80,519.20 38,777.53 36,277.53 37,527.63 52,527.53 79,455.53 56,955.53 51,955.53 121,955.53- 38,955.55 51,955.55 675,181.74 Membership Duos - MembershlpDues- Great Oak 2,046.00 1,048.00 896.00 508.00 706.00 1,908,00 788.00 886.00 346.00 346.00 446.00 846.00 10,742.00 Membership Dues - Lake Elsinore 2,081.00 831.00 366.00 586.00 588.00 1,42800 746,00 946.00 346.00 346.00 648,00 1,146.00 10,054.00 Membership Dues• Munteta 2,086.00 1,031.00 826.00 1,008.00 586.00 2,148.00 746.00. 946.00 346.00. 346.00 646.00 1,146.00 11,857.00 Membership Dues• Sports 4,073.00 1,583,00 3,323,00 4,153.00 1,123,00 2,703.00 1,083.00 683,00 283.00 3,483.00 1,083.00 1,083.00 24,656,00 Membership Dues -Temecula 1,218,50 738.00 1,126.00 488.00 446.00 1,641.00 1,046.00 746.00 346.00 386.00 646.00 1,146,00 9,989.50 Total Membership Dues 11,504.50 5,227.00 6,537.00 6,737.00 3,447.00 9,824.00 4,387.00 4,207.00 1,667.00 4,907:00 3,467.00 5,367.00 67,278.50 4:28 PM 03/29/10 Accrual Basis Expense 401K AdminiEmployee 105.00 105.00 105.00 105.00 105.00 105.00 105.00 105.00 105.00 105.00 105.00 105.00 1,280.00 401K Employe Match 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 1,20000 1,200.00 1,200.00 1,200.00 1,200.00 1,200.00 14,400.00 Automobile Expense 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 11,000.00 132,000.00 Award; & Recognition 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750.00 750,00 750.00 9,000.00 Background Check 90,00 90.00 90.00 90.00 90,00 90.00 90.00 90.00 90.00 90.00 90.00 90.00 1,080.00 Bank SseWes Charges 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150,00 150.00. 150.00 150.00 1,800.00 Community Contributions 258.00 912.00 Credit Caro Fns 0.00 199.00 72.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,441.00 Dspnolason Expense 917.00 917.00 917.00 917.00 917.00 917.00 917.00 917.00 917.00 917.00 917.00 917.00 11,004.00 DMV Physical 12,000.00 12,000,00 12,000.00 12,000.00 12,000,00. 12,000.00 12,000.00 12,000.00 12,000.00 12,000.00 12,000.00 12,000.00 144,000.00 45,00 45.00 ental Due and Sfoes 45.00 45.00 45.00 45.00 45.00 45,00 45,00 45.00 45.00 45.00 540.00 Dun 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 150.00 1,800.00 Equipment Rental 600.00 600.00 600.00 12,200.00 800.00 800.00 800.00 600,00 600.00 600.00 800.00 600.00 18,800.00 Fund Raising Expends 750.00 750.00 760.00 750.00 750.00 750.00 750,00 750.00 750.00. 750.00 750.00 . 750.00 9,000.00 Auction 241.00 Concert 0.00 0.00 0,00 900.00 497.00 110.00 101.00 2,000.00 15,000.00 10,000.00 35,000.00 53,000.00 20,000.00 138,849.00 0,00 3,200.00 3,200.00 3,200.00 3,200.00 0.00 0.00 0.00 0.00 0.00 12,800.00 CTL 8.230.00 0.00 Fold of Dreams 0.00 0.00 0.00 1,000.00 500.00 0.00 0.00 0.00 0.00 1,000.00 350.00 3,880.00 14,780.00 608 0.00 0.00 1,000.00 2,500.00 500,00 2,000.00 0.00 0.00 0,00 0.00 0.00 6,000.00 Total Fund Raising Expenses 8,471.00 0,00 300.00 1,800.00 5,800.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7,500.00 0,00 1,200.00 7,297.00 11,910.00 3,801.00 7,200.00 15,000.00 10,000.00 36,000.00 53,350.00 23,680.00 177,909.00 Insurance Internet Expanse 15,000.00 15,000.00 15,000.00 15,000.00 15,000.00 16,000.00 15,000.00 15,000.00 15,000.00 15,000,00 15,000.00 15,000.00 180,000.00 Internet Service 2,000.00 2,000.00 2,000.00, 2,000.00 2,000.00 2,000.00 2,000,00 2,000.00 2,000.00 2,000.00 2,000.00 2,000.00 24,000.00 Mimes and Permits 00. 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000 1,000.00 12,000.0D 476.00 0.00 0.00 Marketing 0.00 27.00 0.00 0.00 0.00 300,00 50.00 150.00 0.00 1,003.00 Office Supplies 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 2,400.00 Payroll Expenses 2,334.00 2,334.00 2,334.00 2,334.00 2,334.00 2,334,00 2,334.00 2,334.00 2,334.00. 2,334.00 2,334.00 2,334.00 28,008.00 Payroll Administration Great Payroll Great oak 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110.29 37,110,29 37,110.29 445,323.48 Payroll Lake Elsinore 13,408.00 15,058.00 15,347.00 18,412.00 15,371.00 15,377.00 18,563.00 16,265.00 13,928.00 15,122.00 14,997.00 15,900.00 183,744.00 Payroll Muffles 10,638.00 13,148,00 12,947.00 12,839,00 12,353.00 11,828.00 13,000.00 13,336.00 13,891.00 14,172.00 13,809.00 13,130.00 154,889.00 Payroll Sports 9,251.00 12,978.00 12,848.00 14,088.00 12,892.00 13,436.00 12,205.00 14,208.00 13,043.00 15,820.00 14,690.00 13,872.00 159,111.00 PayrollTemecula 3,823.00 2,869.00 3,749.00 4,253.00 4,198.00 3,614.00 3,030.00 4,833.00 3,807.00 2,793.00 4,789.00 3,917.00 45,672.00 Total Payroll 13,061.00 15,786.00 15,338.00 13,793,00 18,000.00 15,705,00 16,500.00 15,563.00 15,752.00 18,443.00 16,473.00 15,000,00 185,412.00 Expense 87,291.29 98,947.29 97,334.29 98,475.29 97,724.29 97,088.29 98,408.29 101,315.29 97,529.29 101,480,29 101,668.29 98,929.29 1,174,151.48 Payroll Taxa Payroll Taxes Admin Payroll Taxes L 2,485.39 2,485.39 2,486.39 2,485.39 2,485.39 2,485.39 2,485.39 2,485.39 2,485.39 2,485.39 2,485.39 2,485.39 29,824.68 Payroll Taxes akdake Oak Elsinore 1,072.64 1,204.48 1,227.78 1,312.96 1,229.88 1,230.16 1,325.04 1,301.20 1,114.08 1,209.78 1,199.76 1,272.00 14,899.52 Payroll Taxes Murder 851.04 1,051.84 1,035.78 1,027.12 888.24 948.08 1,040.00 1,066.88 1,111.28 1,133.78 1,088.72 1,050.40 12,391.12 Payroll Tues Sports740.08 1,038.24 1,027.84 1,125.44 1,015.36 1,074.88 976.40 1,138.64 1,043.44 1,265.60 1,175.20 1,109.76 12,728.88 Payroll Taxes Temecula 305,84 229.52 299.68 340.24 335.84 289.12 242.40 386.64 304.56 223.44 383.12 313.36 3,853.76 Total Payroll Taxes 1,044.88 1,262.88 1,226.88 1,103.44 1,280.00 1,258.40 1,320.00 1,245.04 1,280.18 1,315,44 1,317.84 1,200.00 14,832.96 6,499.87 7,272.35 7,303.31 7,394.59 .7,334.51 7,282.03 7,389.23 7;621.79 7,318.91 7,633.39 7,650.03 7,430.91 88,130.92 Postage and Delivery Printing and Reproduction 650.00 650.00 650.00 850.00 850.00 850.00 850.00 850.00 650.00 650.00 650.00 650.00 7,800.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00 2,500.00. 2,500.00 2,500.00 2,500.00 2,500.00 30,000.00 Boys & Girls Clubs of Southwest County Profit & Loss Budget Overview January through December 2010 Jan10 Feb10 Mar10 Apr10 May10 Jun10 Jul 10 Aug 10 Sep10 Oct10 Nov10 Dee10 JaTOTAL n Dec10 • Internal Revenue Service Date: November 22, 2002 Boys & Girls Club of Southwest County % Donald K. Engdahl 28790 Pujol Street Temecula, CA 92590-2828 Dear Sir or Madam: Department of the Treasury P. O. Box 2508 Cincinnati, OH 45201 Person to Contact: ,. Stephanie Broach -Camp 31-04022 Customer Service Specialist Toll Free Telephone Number: 8:00 a.m. to 6:30 p.m. EST 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 33-0475756 This is in response to the amendment to your organization's Articles of Incorporation filed with the state on March 7, 2001. We have updated our records to reflect the name change as indicated above. Our records indicate that a determination letter issued in July 1996 granted your organization exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because. it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organizations operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Return of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Code. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to your organization or for its use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. C.) Goys : Gins Club of Southwest County 33-0d:75756 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization is subject to this tax, it must fife an income tax return on the Form 990-T, Exempt Organization Business Income Tax Return. in this letter. we aro not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code. The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. You are also required to make available for public inspection a copy of your organization's exemption application. any supporting documents and the exemption tetter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting there on the Internet (World Wide Web). You may be liable for a penalty of S20 a day for oath day you do not make these -docurnents available for public inspection (up to a maximum of 510,000 in the case of an annual return). Because this letter could help resolve any questions about your organrzabon's exempt status and loundaiso t status, you shou:d keep it with the organization's permanent records • it you have any questions, please call us at the telephone number shown in the heading of tins fetter This letter affirms your organization's -exempt status. Sincerely, 2 l John E_ Ricketts, Director, TE/GE Customer Account Services CITY Of TEMECII1A 5 CITY OF TEMECULA SEP 1 3 2010 FISCAL YEAR 201a11 -iNNANCEDEN'. COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print ar Type) PROJECT INFORMATION Amount RequesteL5OOO • "I) Project Name: Dc'Pa ,ffrazoi € 1. 01OL I Project End Date: %3 Wt —en/her OR D I J (Maximum allowable $5,000) Project Start Date: CIA/ ORGANIZATION INFORMATION Name of Organization:/�' 3 i1 4 $ tM Contact Name: cme _ Mailing Address: q e % A 1W Telephone: 95) 3/ 97/5 Number of Paid Staff: d Number of Volunteers: Geographic Area(s) Served: ' em1. C , fLu.rn eia azoi �`��y}r �AomA Title/Position: V_.JOvtl MUM, Year Organization Founded: 1995 5 Is this organization incorporated in Califomia as a non-profit organization? Yes No Effective Date: G 961 5 ryes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non -pr fit: Federal identification number: State identification number. a / 1 a 09 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application — Page Members -at -Large Description. and Mission of the Organization Camp del Corazon is a non-profit organization that provides a free -of -charge, medically supervised, residential summer camp for children ages 7-17 who are living with heart disease. Our main camp is located on Catalina Island, 22 miles off the California coastline, and each year has served approximately 300 children for the past 13 years. We have recently expanded to provide a second camp in the Malibu Mountains which has allowed many more children cp espetience camp, most for the first time in their lives. ?love camp! •.The friends 1 make there anderstand nee. I can't wait aid! ;rat year! " Emily, age 14 • About 40,000 children are born with Congenital Heart Disease (CHD) in the United States each year, making CHD one of the most common birth defects • at lean 8 out of every 1,000 children born each year have a heart defect. • Funding for pediatric cancer research is 5 rimes higher than for children with congenital heart disease. Resources for these children are very scarce. The overwhelming amount of funds raised by prominent charities goestoward *hilts with coronary artery disease, heart attack and stroke, and of late, obesity and diabetes. There is much attention paid to adulu with heart disease, but virtuallynothing for children born with damaged hearts. Then is no charge for those who attend our programs. The American Heart Association estimates that over SZ2 Billion are spent on medial care for heart diseaseeach year in the United States alone. The families that are affected by this disease already incur incredible financial burdens from medical bills and often have to seek private or homee schooling due to the numerous doctors' appointments and hospital stays their children require. We understand this fact, and are reaching out co you to help us continue in our mission and to continue to grow. The majority of the children served by Cupp del Corazon are not eligible for the summer camping experience offered by other member agencies of the American Camping Association due to the fact that they require round-the-clock medical supervision and care. Manyof these . children have had several open-heart surgeries, pacemakers,.and/or heart.transplants, and the majority face several more surgeries in their futures. These children and their families live every day knowing that they are at a high-risk for mortality. • We offer opportunities for these children to finally be 'normal,' to forget their ailments and connect with others who have had similar experiences and scars. For most of these children, this is the only experience they have away from home, as they are often too sick co go on vacations or to even stay overnight at a friend's house, away from their parents, who have to monitor their health on a 24-hour basis. Parents of children with heart conditions are often fearful that activities enjoyed by `normal' kids could be harmful. There are very few camps with the ability or medically trained steto provide for these special needs children, or places that their parents would tntst (1) 0 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of informaboit. (Please type. or print legibly.) (ill montes rfcmveoe u)►I [ co (M3P have_rtv�ow ve.) J gss)4 m thee. _oatvigor)) p-ee' ens( � a1 5. �^aot- Q < 5 ultrt. IeV coi h o�/6r e�.oLnot'is Io reMas cw �- v10 t ( 5t63 (I eft"). —v Q i �O,aa ) Na c�an1 VIa 05 me .�.�? &pother u ho�s P :oar, e5. O f -s h trl-57 boa ,n cry ( LSf ad run fund,lyof-f-e� med-� tvR �uat on vpu pd sn5 neyr �5u lie.S , OAC sc ,rr it ply's . Wt e Voc2es+-a s 1v ' 00'> <s e,uJ �r onAir o-ncrnms hc;5 if MVAS -Th ex' en -. ,trr s ch -f, ;f s to ntcsop, `reCoM Gtr eil Or CAM? St 551 • Application — Page 3 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: @V a eistE/,pand TITLE (Please Print or Type) hVl� 'MIL PRESIDENT or AUTHORIZED OFFICER: SIGNATUR NAME and TITLE Please Print or Type) Attu ORGANIZATION NAME: DAN ' 2 del Cllr U MAILING ADDRESS: 41 3 5 C.ai LQ T6ru,au a. I Com. qa,0 % TELEPHONE: 6151- f0 % - I I /l / DATED THIS of V t°itrn/19V, 2010. (D te) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 Camp del Corazon 2010 Proposed Budget Expenses broken Down by Program Income - PROPOSED nesaineardse Acaarl OMblbuaan Income Income ama-iODiudpna Doors 6 Memorials $ 115000.03 C ort ibu6on Income $25,00.0 Minors $ Memorials $ • 90.346.00kids rarnRevenue( Restricted 5 125,000.0. Owe $ 26.721.0 Grant') Specie/ Eve Other Monte (Refunds. Interest, $ 1 43.000.0. Prograer Revenue (Ind. Remolded Grants) 5 0 107,10100 41925.0 423.00:0 Special Events_ els) 1 17,0000: Other Income (Retards, Serest, et) 0 17,3 5.00 Tafallrieome •a'rar.-,...:' � y�{ 1 1 17.300.0' r e .. � ea iait. �,)"K:"� !�ii.t]RAt'�•�'��.'-: '+'+.; : G $ .iii • •1i� 4I`�'`..} rs-, s+. Rte: A:Espense Bakens $ Baia$ F.spenses 0 & A Ermine Program Etymon 5 105,00000 Saabs& Reksd Evptnats 102,007.0 Yalco mill1 Pmpam Funikning:Epense E 22,000.00. P...Espana a(opfeeon ey) 5 195.00000: POP= Fundraising p $ $ 20,3000 192.4710 Insurance nice ea 6orandtneionm.Fees $ 11,00000, Inmate$ .Pm $ 1000.00: Cadrad Labor end Pmlesslaes1 Few $ 10.265.00 10,516.0 0 TeEphonelFat Paeao::staging. 15,000.00 Telephone a Fax derrayS. 14,00.06 8a sr pipping, d� 1 1 15,03.0 14.809.0 Does, SrrtsalMens (ACA; Wan Mc OlherGdA - 1 7,00.00.. Pres. Subscriptions (ACA. MAIC), etc. ' $ 47,00000 OlberGlA $ 6.767.00 Total Pilgrim S 4511400 - ..-.•.1 .;.r -;714,P I :•t r `+"R:-rE ^ - i „�.'�/S+!r.�' _ <%9i 'n1'?��' l Ra'{.�^f+_�+; � y.-. K :;,�.�e 'f1M�L}�ilni's!l�.w�Y��.,, ��: .1`'?..,:.... 7... � ' 4/0.111000 ter.. .at�. ..' Cesllss CampF:oenw Catalina Camp amp Meths s Saem ant Reisted.Enpenaw $ _ 46.0006 Expanse Expellee Carp Director gmerye,d RIMSExpensesram 0 90.942.0 FacdityRenW $ 6100.00 ase and Food 1 110,000.00 F Ity arityRenW Ind Foal 1 03;090.0 Medici' Expenses 6EmeryencyPrep. Transponepon $ 5 3000.00 MealsolEapenaw$ EnsOpnry pleP• 1 2.832.0 0 57,000..7iarptrdetaon 1 raringsand Conferences $ 15,0000 Tramlines and Conferences 1 55,254.00 15.383.0 Other GM 5 $00.0 Other GIA 1 Total ' '. 1.507,00 •.- 5'-"IDr ;i% Canker Program : Expernses `-' :..••' e . :�•%-'S�ti.•_+�"�'A n d1 100 F i4ekt ( :'.011 ^...._ ..:. ,47100 Tobi Expenses .-SrWaiP-t!. 3,. ,.µy ti .. .� 'i5's :6�-..`i'iD1.SAD'ITI��MIae1';''r•'r.`",.?.':''r{'�'a°�m'.f-'�..'''i t.w•}.:u•.. .. ':•749,/17.00 v. STATE bF cauFoi*NIA PRAMCNOE TAU WANO PO SOX 1314 RANCHO CORDOVA CA 15741-1206 July 14, 2000 CAMP DEL CORAZON INC 5655 MALSRINT AVE STE 10 LOS ANGELES CA 91411 Purpose ; Code Section r Fors of Organisation . Accounting Period Endings' Organisation Number r EDUCATIONAL 2$701d Corporation Ottebet 51 21020!9 In reply refer to 758;C ;ENN You ore erupt from state frangible, or income tax under the aectien of the.Revenue ono Taxation Code indieeted above. ThSs decjsien As bead en Snferset#on you submitted and assumes that your present operations oentSnus unchensed Or Confers to these *rspesed in your application. Any change In aperetian, character, or purees* of the ergenisatian Must be rspirted immediately to this oftice se that we Tey determine the affect on your exempt statue. Any change of nose or address gust slam be reported, In the event of a aha*,* in relevant statutory, adainiatrativa, judicial case law,•o shams in federal intsfpretatien of fuderel.law in cases where aur °elitign is basad Noon sob an int*rpPetatlen, er a change in the seterial;fasts or eireuasteness relating to your application span which this aptnton is based, this Sptolon aay no longer las epplinebie. It is your reapeneibilIty to be aidri of theirs•ehaness should teay'seewr. This paragrsee cOnmtStutea written advises ether than s Chief etunaal ruling, within the meaning of **venue end Taxation Code $*gtSan 2I012(07(2i. You Pay be required to file Fors 1411 (Exempt Orgabfsation Annual Inforsitton P*turn) on or before tlis loth .der of the 5th **nth CO 1/2 months! after the class of your aadganting period. Please age annual instructions with forum fir P**uireeente. You are not rsquired to file state franchise or Simone tax returns unless you have ince** subject to .tka unrelated Oueinese teems tax under lsotien 21711 of the Cade. In this ;event, frau ere revutred to July 14, 2000 CAMs CEL CORAZDM, INC. ENTITY ID a 2192099 Page 2 file Fors 109 (ixawat Ornanizatlon business Income Tax Return) by the leen oily of the Sth pante C4 1/2 menthe) after the close of year annual attauntinp Period. Please nits that an eXemPtian from federal income for ether taxes and other state texas requires aspirate applications. A espy of this letter has been sent to the Registry of Charitable This letter supersedes the exempti.n letter issued on 07/03/00. E MALA EXEMPT ORGANIZATION SECTION PROCESSING SERVICES BUREAU TELEPHONE (Psi) 848-4186 ID ; Trusts. 0 OTV of IFAFC! 6 CITY OFTEMECULA SEP 1 4 2010 FISCAL YEAR 2014'11`NANCEDE T COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ nnn nn fnr Chaparral "Hi gh 4rhnnl (Maximum allowable $5,000) Project Name: Scholarship Funds For Seniors Project Start Date: September 2010 Project End Date: May 2011 ORGANIZATION INFORMATION Name of Organization:Citizen's Scholarship Foundation of Temecula Valley Contact Name: Marilyn Will iams Title/Position: President MailingAddress:40755 Calle Katerine, Temecula, Ca. 92591 Telephone: 951-795-4617 Year Organization Founded: 1987 Number of Paid Staff: 0 Number of Volunteers: 15 Geographic Area(s) Served:Temecula Valley Unified School District Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: July 21. 1987 If'yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: July 21, 1987 Federal identification number: 06-1209452 State identification number: If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application - Page 1 Members -at -Large 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the Citizen's Scholarship Foundation of Temecula Valley is to expand educational opportunities for resident high school students. CSF of TV is a non-profit, tax exempt (501C 3 Status ) organization charted in 1987 with the Citizen's Scholarship of America, INC. Our purpose is to provide financial aid to the students of Chaparral, Temecula Valley, Great Oak and Rancho Vista/Susan Nelson high schools,that aspire to higher education, without regard to race, creed, color, sex, or national origin. The organization's membership is open to any person, firm, corporation or organization subscribing to the purpose of the foundation and making an annual voluntary contribution of funds. The funds are managed by the board of trustees. All high school seniors with a minimum G.P.A. of 3.0 or higher are encouraged to apply for scholarships. By providing scholarships, students are encouraged to seek higher education. An educated community is something the City of Temecula should strive for to ensure its bright future. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) All of the funds requested will be used to provide scholarships for graduating high school students who have met the academic requirement. these funds are sent directly to the college, never to the individual students, upon receipt of proof of enrollment. The deadline for funding a scholarship is May 1, 2011. The City of Temecula is encouraged to have representatives review applications and choose its recipient(s). The persons served are the high school students of Chaparral High School. Application - Page 3 (-) PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Last year, the City of Temecula donated $3,000.00 to qualified Temecula Valley, Chaparral and Great Oak High School seniors. Three recipients, one per high school, were selected to receive $1,000.00 scholarships. As in the past, we wait for all recipients who have been selected for the City of Temecula Scholarships to submit proof of enrollment before sending copies of the checks disbursed to you for review. The students have until May 1, 2011 to submit proof of enrollment and request disbursement of funds. On behalf of the trustees on the board of the Citizen's Scholarship Foundation of Temecula Valley, thank you for your continued support. Application - Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: Marilyn Williams President NAME and TITLE (Please Print or Type) SIGNATURE: )a ) /We& PRESIDENT or AUTHORIZED OFFICER:Marilyn Williams President NAME and TITLE (Please Print or Type) SIGNATURE: C / I l ti I?p) ORGANIZATION NAME: Citizens Scholarship Foundation of Temecula Valley MAILING ADDRESS: 31350 Rancho Vista Rd. Temecula, Ca. 92592 TELEPHONE: 951-795-4617 DATED THIS 13th of September 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 Citizen's iolarship Foundation of Tc jecula Valley Treasurer's Report July 30, 2010 Money Market Account Balance on last statement Interest on Money Market Acct Donor Deposits this period Other Deposits this period Total Credits this period (donor + interest) Total Debits this period (transfers to other accounts) Money Market Account Balance on 7/30/10 Roripaugh Account Balance on last statement Interest on Roripaugh Account Other Credits* Total Credits Total Debits (transfers to checking) Roripaugh Account Balance on 7/30/10 Checking Account Balance on last statement Total Credits (transferred from MMA and/or Roripaugh) Total Debits (checks cleared) Checking Account Balance 7/30/10 Checking Account Balance if all checks were clear $ 118,129.55 $ 24.41 $ 2,750.00 $ 2,774.41 $ 750.00 $120,153.96 $ 13,268.20 $ 2.73 2.73 13,270.93 $ 8,009.86 $ 750.00 $ 6,239.81 $ 2,520.05 $ 200.00 respectfully submitted by Erin Simon, Treasurer Citizen's SOolarship Foundation of Tkiecula Valley Treasurer's Report on Scholarships Paid August 25, 2010 Total Amount Awarded May 2010 Money Paid to Date Amount Unclaimed to Date $ 153,228.99 $ 23,173.83 $ 130,055.16 Total Number of Recipients 2010 214 Recipients Claimed to Date 37 Recipients Unclaimed to Date 177 Roripaugh Recipients are Included In the 214 Total Roripaugh Recipients Class 07 3 Recipients Claimed to Date 0 Roripaugh Recipients Class 08 4 Recipients Claimed to Date 0 Class of 09 2 Recipients Claimed to Date 0 Class of 10 6 Claimed to Date 1 September 27, 2007 () California isiDollars for Scholars® 140 City of Temecula Finance Department Attention: Judy McNabb To Whom It May Concern: A program of Scholarship America' This letter is to provide evidence that the chapter CSF of Temecula (CA0246) is a chapter under the direction of Scholarship America. The EIN number for CSF of Temecula is 06-1209452. Vendors may be interested to know that Scholarship America, formerly Citizens' Scholarship Foundation of America, is a 501 (c) (3) organization recognized as income tax exempt by the I.R.S. and our exemption letter is attached. Yours truly, artAA- Ann Worley Executive Director California Dollars for Scholars RE: Temecula Valley High School Chaparral High School Great Oak High School 17581 Irvine Blvd., #120, Tustin, CA 92780 • Phone: 714.505.0561 or 800.335.4504 • Fax: 714.505.0562 . e-mail: moil@califormiadollarsforscholars.org • www.coliforniadollarsforscholars.org 0 Internal Revenue Service Department of the Treasury P.O. Box 2508 Cincinnati, OH 45201 Date: March 1.2003 Person to Contact: Ms. Dalton 31-07425 Customer Service Representative Scholarship America Inc Toll Free Telephone Number: Box 297 1505 Riverview RD 8:00 A.M. to 6:30 P.M. EST ST Peter, MN 56082-1556 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 04-2296967 Dear Sir: This is in response to the amendment to your organization's Articles of Incorporation filed with the state on January 23, 2003. We have updated our records to reflect the name as indicated above. In April 1962 we issued a determination letter that recognized your organization as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on the information supplied, we recognized the subordinates named on the list your organization submitted as exempt from federal income tax under section 501(c)(3) of the Code. Additionally, we have classified the subordinates your organization operates, supervises, or controls, and which are covered by written notification to us, as organizations that are not private foundations because they are organizations of the type described in sections 509(a)(2) of the Code. Donors may deduct contributions to your organization's subordinates as provided in section 170 of the Code. Bequests, legacies, devises; transfers or gifts to the subordinates or for their use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Your organization and its subordinates are required to file Form 990, Return of Organization Exempt from Income Tax, only if the gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. Your organization and its subordinates are not required to file federal income tax returns unless subject to the tax on unrelated business income under section 511 of the Code. If subject to this tax, the organization must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization or its subordinates' present or proposed activities are ,unrelated trade or business as defined in section 513 of the Code. 0 -2- Scholarship America Inc 04-2296967 Unless specifically excepted, your organization and its subordinates are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each of its employees during a calendar year. Your organization and its subordinates are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Each year, at least 90 days before the end of your organization's annual accounting period, please send the following items to the Internal Revenue Service Center at the address shown below: 1. A statement describing any changes during the year in the purposes, character, or method of operation of your organizatioh's subordinates; 2. A list showing the names, mailing addresses (including Postal ZIP Codes), actual addresses if different, and employer identification numbers of subordinates that: a. Changed names or addresses; b. Were deleted from the roster. or c. Were added to the roster. 3. For subordinatesto be added, attach: a. A statement that the information on which your organization's present group exemption letter is based applies to the new subordinates; b. A statement that each has given your organization written authorizationto add its name to the roster; c. A list of those to which the Service previously issued exemption rulings or determination letters; d A statement that none of the subordinates is a private foundation as defined in section 509(a) of the Code if the group exemption letter covers organizations described in section 501(c)(3); e. The street address of subordinates where the mailing address is a P.O. Box; and 0 -3- Scholarship America Inc 04-2296967 t) f. The information required by Revenue -Procedure 75-50, 1975-2 C.B. 587 for each subordinate that is a school claiming exemption under section 501(c)(3). Also include any other information necessary to establish that the school is complying with the requirements of Revenue Ruling 71-447, 1971-2 C.B. 230. This is the same information required by Schedule A, Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. 4. If applicable, a statement that your organization's group exemption roster did not change since the previous report. The above information should be sent to the following address: Internal Revenue Service Center Attn: Entity Control Unit Ogden, UT 84409 The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liablefor a penalty of $20 a day for each day you do not make these documents available for pubiic inspection (up to a maximum of $10,000 in the case of an annual return). Your organization's Group Exemption Number is 1546. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, -/7%7�pO"" _�1 a#nl LPC ?a E. Ricketts, Director, TE/GE CustomerAccount Services CITY OF TEMECULA CiTV of TFMrrt i 7 FISCAL YEAR 2010.1 1 SEP 1 4 2010 COMMUNITY SERVICE FUNDING PROGRAM kitetkarfON (Please Print or Type) PROJECT INFORMATION Amount Requested: $' nnn nn fnr r_roar nak u; gh grhnnl (Maximum allowable $5,000) Project Name: Scholarship Funds For Seniors Project Start Date: September 2010 Project End Date: May 2011 ORGANIZATION INFORMATION Name of Organization: Citizens Scholarship Foundation of Temecula Valley Contact Name: Marilyn Williams Title/Position: Presi dent MailingAddress:40755 Calle Katerine, Temecula, Ca. 92591 Year Organization Founded: 1987 Telephone: 951-795-4617 Number of Paid Staff: 0 Number of Volunteers: 15 Geographic Area(s) Served:Temecula Valley Unified School District Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: July 21 . 1987 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit July 21, 1987 If "no": Federal identification number: 06-1209452 State identification number: Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large Application - Page 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the Citizen's Scholarship Foundation of Temecula Valley is tc expand educational opportunities for resident high school students. CSF of TV is a non-profit, tax exempt (501C 3 Status ) organization charted in 1987 with the Citizen's Scholarship of America, INC. Our purpose is to provide financial aid to the students of Chaparral, Temecula Valley, Great Oak and Rancho Vista/Susan Nelson high schools,that aspire to higher education, without regard to race, creed, color, sex, or national origin. The organization's membership is open to any person, firm, corporation or organization subscribing to the purpose of the foundation and making an annual voluntary contribution of funds. The funds are managed by the board of trustees. All high school seniors with a minimum G.P.A. of 3.0 or higher are encouraged to apply for scholarships. By providing scholarships, students are encouraged to seek higher education. An educated community is something the City of Temecula should strive for to ensure its bright future. Applicati& -- Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) All of the funds requested will be used to provide scholarships for graduating high school students who have met the academic requirement. these funds are sent directly to the college, never to the individual students, upon receipt of proof of enrollment. The deadline for funding a scholarship is May 1, 2011. The City of Temecula is encouraged to have representatives review applications and choose its recipient(s). The persons served are the high school students of Great Oak High School. Application - Page 3 0 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Last year, the City of Temecula donated $3,000.00 to qualified Temecula Valley, Chaparral and Great Oak High School seniors. Three recipients, one per high school, were selected to receive $1,000.00 scholarships. As in the past, we wait for all recipients who have been selected for the City of Temecula Scholarships to submit proof of enrollment before sending copies of the checks disbursed to you for review. The students have until May 1, 2011 to submit proof of enrollment and request disbursement of funds. On behalf of the trustees on the board of the Citizen's Scholarship Foundation of Temecula Valley, thank you for your continued support. Application — Page 4 •r 0 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPAREDBY: Marilyn Williams President NAME and TITLE (Please Print or Type) SIGNATURE: C /7w i /j,) 4J.A° / i,G,jx, PRESIDENT or AUTHORIZED OFFICER:Mari lyn Williams President SIGNATURE: (4 (Q/ NAME and TITLE (Please Print or Type) PLectxpiu ORGANIZATION NAME: Citizen's Scholarship Foundation of Temecula Valley MAILING ADDRESS: 31350 Rancho Vista Rd. Temecula, Ca. 92592 TELEPHONE: 951-795-4617 DATED THIS 13th of September , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 Citizen's S olarship Foundation of Terpcula Valley Treasurer's Report tt July 30, 2010 Money Market Account Balance on last statement Interest on Money Market Acct Donor Deposits this period Other Deposits this period Total Credits this period (donor + interest) Total Debits this period (transfers to other accounts) Money Market Account Balance on 7/30/10 Roripaugh Account Balance on last statement Interest on Roripaugh Account Other Credits* Total Credits Total Debits (transfers to checking) Roripaugh Account Balance on 7/30/10 Checking Account Balance on last statement Total Credits (transferred from MMA and/or Roripaugh) Total Debits (checks cleared) Checking Account Balance 7/30/10 Checking Account Balance if all checks were clear $ 118,129.55 $ 24.41 $ 2,750.00 $ 2,774.41 $ 750.00 $120,153.96 $ 13,268.20 $ 2.73 2.73 13,270.93 $ 8,009.86 $ 750.00 $ 6,239.81 $ 2,520.05 200.00 respectfully submitted by Erin Simon, Treasurer Citizen's S(j larship Foundation of TerQcula Valley Treasurer's Report on Scholarships Paid August 25, 2010 Total Amount Awarded May 2010 Money Paid to Date Amount Unclaimed to Date Total Number of Recipients 2010 Recipients Claimed to Date Recipients Unclaimed to Date $ 153,228.99 $ 23,173.83 $ 130,055.16 214 37 177- Roripaugh 7T Roripaugh Recipients are Included In the 214 Total Roripaugh Recipients Class 07 3 Recipients Claimed to Date 0 Roripaugh Recipients Class 08 4 Recipients Claimed to Date 0 Class of 09 2 Recipients Claimed to Date 0 Class of 10 6 Claimed to Date 1 California Dollars for Scholars® A program of Scholarship America° September 27, 2007 City of Temecula Finance Department Attention: Judy McNabb To Whom It May Concern: This letter is to provide evidence that the chapter CSF of Temecula (CA0246) is a chapter under the direction of Scholarship America. The EIN number for CSF of Temecula is 06-1209452. Vendors may be interested to know that Scholarship America, formerly Citizens' Scholarship Foundation of America, is a 501 (c) (3) organization recognized as income tax exempt by the I.R.S. and our exemption letter is attached. Yours truly, an -vv., tC% cq Ann Worley tV! Executive Director California Dollars for Scholars RE: Temecula Valley High School Chaparral High School Great Oak High School 17581 Irvine Blvd., #120, Tustin, C4 92780 • Phone: 714.505.0561 or 800.335.4504 • Fax: 714.505.0562 e-mail: mail@califormiadollarsforscholars.org • www.californiadollarsforscholars.org 0 0 Internal Revenue Service Department of the Treasury P.O. Box 2508 Cincinnati, OH 45201 Date: March 1.2003 Person to Contact: Ms. Dalton 31-07425 Customer Service Representative _ Scholarship America Inc Toll Free Telephone Number: Box 297 1505 Riverview RD 8:00 A.M. to 6:30 P.M. EST ST Peter, MN 56082-1556 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 04-2296967 Dear Sir: This is in response to the amendment to your organization's Articles of Incorporation filed with the state on January 23, 2003. We have updated our records to reflect the name as indicated above. In April 1962 we issued a determination letter that recognized your organization as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on the information supplied, we recognized the subordinates named on the list your organization submitted as exempt from federal income tax under section 501(c)(3) of the Code. Additionally, we have classified the subordinates your organization operates, supervises, or controls, and which are covered by written notification to us, as organizations that are not private foundations because they are organizations of the type described in sections 509(a)(2) of the Code. CD Donors may deduct contributions to your organization's subordinates as provided in section 170 of the Code. Bequests, legacies, devises, transfers or gifts to the subordinates or for their use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Your organization and its subordinates are required to file Form 990, Return of Organization Exempt from Income Tax, only if the gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. Your organization and its subordinates are not required to file federal income tax retums unless subject to the tax on unrelated business income under section 511 of the Code. If subject to this tax, the organization must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization or its subordinates' present or proposed activities are unrelated trade or business as defined in section 513 of the Code. +J -2- Scholarship America Inc 04-2296967 Unless specifically excepted, your organization and its subordinates are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $1 00 or more paid to each of its employees during a calendar year. Your organization and its subordinates are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Each year, at least 90 days before the end of your organization's annual accounting period, please send the following items to the Internal Revenue Service Center at the address shown below: 1. A statement describing any changes during the year in the purposes, character, or method of operation of your organizatioh's subordinates; 2. A list showing the names, mailing addresses (including Postal ZIP Codes), actual addresses if different, and employer identification numbers of subordinates that: a. Changed names or addresses; b. Were deleted from the roster or c. Were added to the roster. 3. For subordinatesto be added, attach: A statement that the information on which your organization's present group exemption letter is based applies to the new subordinates; A statement that each has given your organization written authorizationto add its name to the roster; c. A list of those to which the Service previously issued exemption rulings or determination letters; d A statement that none cf the subordinates is a private foundation as defined in section 509(a) of the Code if the group exemption letter covers organizations described in section 501(c)(3); e. The street address of subordinates where the mailing address is a P.O. Box; and -3 - Scholarship America Inc 04-2296967 0 f. The information required by Revenue -Procedure 75-50, 1975-2 C.B. 587 for each subordinate that is a school claiming exemption under section 501(c)(3). Also include any other information necessary to establish that the school is complying with the requirements of Revenue Ruling 71-447, 1971-2 C.B. 230. This is the same information required by Schedule A, Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. 4. If applicable, a statement that your organization's group exemption roster did not change since the previous report. The above information should be sent to the following address: Internal Revenue Service Center Attn: Entity Control Unit Ogden, UT 84409 The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liable fora penalty of $20 a day for each day you do not make these documents available for pubiic inspection (up to a maximum of $10,000 in the case of an annual return). Your organization's Group Exemption Number is 1546. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, John E. Ricketts, Director, TE/GE CustomerAccount Services j Ciry of 1 8 CITY OF TEMECULA SEP 1 FISCAL YEAR 2010-1 1 I1NANCEDEM. COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ , 000 00 for p�pcho S7i sta/Neisnn u QMaximum allowable $5,000) Project Name: Scholarship Funds For Seniors Project Start Date: September 2010 Project End Date: May 2011 ORGANIZATION INFORMATION Name of Organization: Citizen's Scholarship Foundation of Temecula Valley Contact Name: Marilyn Wi 11 lams Title/Position: Presi dent Mailing Address:40755 Calle Katerine, Temecula, Ca. 92591 Telephone: 951-795-4617 Year Organization Founded: 1987 Number of Paid Staff: 0 Number of Volunteers: 15 Geographic Area(s) Served:Temecula Valley Unified School District Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: July 21. 1987 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: July 21, 1987 Federal identification number. 06-1209452 State identification number: If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application — Page 1 Members -at -Large , FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the Citizen's Scholarship Foundation of Temecula Valley is to expand educational opportunities for resident high school students. CSF' of TV is 'a non-profit, tax exempt (501C 3 Status ) organization charted in 1987 with the Citizen's Scholarship of America, INC. Our purpose is to provide financial aid to the students of Chaparral, Temecula Valley, Great Oak and Rancho vista/Susan Nelson high schools,that aspire to higher education, without regard to race, creed, color, sex, or national origin. The organization's membership is open to any person, firm, corporation or organization subscribing to the purpose of the foundation and making an annual voluntary contribution of funds. The funds are managed by the board of trustees. All high school seniors with a minimum G.P.A. of 3.0 or higher are encouraged to apply for scholarships. By providing scholarships, students are encouraged to seek higher education. An educated community is something the City of Temecula should strive for to ensure its bright future. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) All of the funds requested will be used to provide scholarships for graduating high school students who have met the academic requirement. These funds are sent directly to the college, never to the individual students, upon receipt of proof of enrollment. The deadline for funding a scholarship is May 1, 2011. The City of Temecula is encouraged to have representatives review applications and choose its recipient(s). The persons served are the high school students of Rancho Vista and Susan H. Nelson High Schools. Application - Page 3 0 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Last year, the City of Temecula donated $3,000.00 to qualified Temecula Valley, Chaparral and Great Oak High School seniors. Three recipients, one per high school, were selected to receive $1,000.00 scholarships. As in the past, we wait for all recipients who have been selected for the City of Temecula Scholarships to submit proof of enrollment before sending copies of the checks disbursed to you for review. The students have until May 1, 2011 to submit proof of enrollment and request disbursement of funds. On behalf of the trustees on the board of the Citizen's Scholarship Foundation of Temecula Valley, thank you for your continued support. Application - Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: Marilyn Williams President SIGNATURE: NAME and TITLE (Please Print or Type) at, 2/ t Ai; PRESIDENT or AUTHORIZED OFFICER: Marilyn Williams President NAME and TITLE (Please Print or Type) SIGNATURE:L-IY7a_w4 Z3.P-U ORGANIZATION NAME: Citizen's Scholarship Foundation of Temecula Valley MAILINGADDRESS: 31350 Rancho Vista Rd. Temecula, Ca. 92592 TELEPHONE: 951-795-4617 DATED THIS 13th of September , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mall Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 Citizen's S Iarship Foundation of Tecula Valley Treasurer's Report July 30, 2010 Money Market Account Balance on last statement Interest on Money Market Acct Donor Deposits this period Other Deposits this period Total Credits this period (donor + interest) $ Total Debits this period (transfers to other accounts) $ Money Market Account Balance on 7/30/10 $ 118,129.55 $ 24.41 $ 2,750.00 Roripaugh Account Balance on last statement Interest on Roripaugh Account Other Credits* Total Credits Total Debits (transfers to checking) Roripaugh Account Balance on 7/30/10 Checking Account Balance on last statement Total Credits (transferred from MMA and/or Roripaugh) Total Debits (checks cleared) Checking Account Balance 7/30/10 Checking Account Balance if all checks were clear 2,774.41 750.00 $120,153.96 $ 13,268.20 $ 2.73 $ 2.73 $ $ 13,270.93 respectfully submitted by Erin Simon, Treasurer 8,009.86 750.00 6,239.81 2,520.05 200.00 Citizen's S( )olarship Foundation of Tef cula Valley Treasurer's Report on Scholarships Paid August 25, 2010 Total Amount Awarded May 2010 Money Paid to Date Amount Unclaimed to Date $ 153,228.99 $ 23,173.83 $ 130,055.16 Total Number of Recipients 2010 214 Recipients Claimed to Date 37 Recipients Unclaimed to Date 177 Roripaugh Recipients are Included In the 214 Total Roripaugh Recipients Class 07 3 Recipients Claimed to Date 0 Roripaugh Recipients Class 08 4 Recipients Claimed to Date 0 Class of 09 2 Recipients Claimed to Date 0 Class of 10 6 Claimed to Date 1 0 California iskDollars for Scholars® September 27, 2007 City of Temecula Finance Department Attention: Judy McNabb awl To Whom It May Concern: A program of Scholarship America' This letter is to provide evidence that the chapter CSF of Temecula (CA0246) is a chapter under the direction of Scholarship America. The EIN number for CSF of Temecula is 06-1209452. Vendors may be interested to know that Scholarship America, formerly Citizens' Scholarship Foundation of America, is a 501 (c) (3) organization recognized as income tax exempt by the I.R.S. and our exemption letter is attached. Yours truly, amAn- Ann Worley Executive Director California Dollars for Scholars RE: Temecula Valley High School Chaparral High School Great Oak High School 17581 Irvine Blvd., #120, Tustin, CA 92780 • Phone: 714305.0561 or 800.335.4504 • Fax: 714.505.0562 e-mail: mail@califormiadollarsforscholars.org • www.cahforniadollarsforscholars.org Internal Revenue Service i) Department of the Treasury P.O. Box 2508 Cincinnati, OH 45201 Date: March 1.2003 Person to Contact: Ms. Dalton 31-07425 Customer Service Representative _ Scholarship America Inc Toll Free Telephone Number: Box 297 1505 Riverview RD 8:00 A.M. to 6:30 P.M. EST ST Peter, MN 56082-1556 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 04-2296967 Dear Sir: This is in response to the amendment to your organization's Articles of Incorporation filed with the state on January 23, 2003. We have updated our records to reflect the name as indicated above. In April 1962 we issued a determination letter that recognized your organization as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on the information supplied, we recognized the subordinates named on the list your organization submitted as exempt from federal income tax under section 501(c)(3) of the Code. Additionally, we have classified the subordinates your organization operates, supervises, or controls, and which are covered by written notification to us, as organizations that are not private foundations because they are organizations of the type described in sections 509(a)(2) of the Code. Donors may deduct contributions to your organization's subordinates as provided in section 170 of the Code. Bequests, legacies, devises; transfers or gifts to the subordinates or for their use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Your organization and its subordinates are required to file Form 990, Return of Organization Exempt from Income Tax, only if the gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. Your organization and its subordinates are not required to file federal income tax returns unless subject to the tax on unrelated business income under section 511 of the Code. If subject to this tax, the organization must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization or its subordinates' present or proposed activities are unrelated trade or business as defined in section 513 of the Code. -2 - Scholarship America Inc 04-2296967 Unless specifically excepted, your organization and its subordinates are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each of its employees during a calendar year. Your organization and its subordinates are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Each year, at least 90 days before the end of your organization's annual accounting period, please send the following items to the Internal Revenue Service Center at the address shown below: 1. A statement describing any changes during the year in the purposes, character, or method of operation of your organization's subordinates; 2. A list showing the names, mailing addresses (including Postal ZIP Codes), actual addresses if different, and employer identification numbers of subordinates that: a. Changed names or addresses; b. Were deleted from the roster or c. Were added to the roster. 3. For subordinates to be added, attach: a. A statement that the information on which your organization's present group exemption letter is based applies to the new subordinates; A statement that each has given your organization written authorizationto add its name to the roster; A list of those to which the Service previously issued exemption rulings or determination letters; A statement that none cf the subordinates is a private foundation as defined in section 509(a) of the Code if the group exemption letter covers organizations described in section 501(c)(3); e. The street address of subordinates where the mailing address is a P.O. Box; and -3 - Scholarship America Inc 04-2296967 f. The information required by Revenue -Procedure 75-50, 1975-2 C.B. 587 for each subordinate that is a school claiming exemption under section 501(c)(3). Also include any other information necessary to establish that the school is complying with the requirements of Revenue Ruling 71-447, 1971-2C.B. 230. This is the same information required by Schedule A, Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. 4. If applicable, a statement that your organization's group exemption roster did not change since the previous report. The above information should be sent to the following address: Internal Revenue Service Center Attn: Entity Control Unit Ogden, UT 84409 The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the retum. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liablefor a penalty of $20 a day for each day you do not make these documents available for pubiic inspection (up to a maximum of $10,000 in the case of an annual return). Your organization's Group Exemption Number is 1546. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, John E Ricketts, Director, TE/GE CustornerAccount Services [) CITY OF TEMFCULA OTV of km 9 SEP 1 4 2C FISCAL YEAR 2010.1 1 ' MANCE DEM COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ s non nn fnr Tpmprul a Val 1 ey H s (Maximum allowable $5,000) Project Name: Scholarship Funds For Seniors Project Start Date: September 2010 Project End Date: May 2011 ORGANIZATION INFORMATION Name of Organization: Citizen' s Scholarship Foundation of Temecula Valley Contact Name:Marilyn Williams Title/Position: President Mailing Address:40755 Calle Katerine, Temecula, Ca. 92591 Telephone: 951-795-4617 Year Organization Founded: 1987 Number of Paid Staff: 0 Number of Volunteers: 15 Geographic Area(s) Served:Temecula Valley Unified School District Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: July 21 . 1 987 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: July 21, 1987 Federal identification number: 06-1209452 State identification number: If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large Application - Page 1 (} FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the Citizen's Scholarship Foundation of Temecula Valley is to expand educational opportunities for resident high school students. CSF of TV is a non-profit, tax exempt (501C 3 Status ) organization charted in 1987 with the Citizen's Scholarship of America, INC. Our purpose is to provide financial aid to the students of Chaparral, Temecula Valley, Great Oak and Rancho Vista/Susan Nelson high schools,that aspire to higher education, without regard to race, creed, color, sex, or national origin. The organization's membership is open to any person, firm, corporation or organization subscribing to the purpose of the foundation and making an annual voluntary contribution of funds. The funds are managed by the board of trustees. A11 high school seniors with a minimum G.P.A. of 3.0 or higher are encouraged to apply for scholarships. By providing scholarships, students are encouraged to seek higher education. An educated community is something the City of Temecula should strive for to ensure its bright future. Application — Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) All of the funds requested will be used to provide scholarships for graduating high school students who have met the academic requirement. These funds are sent directly to the college, never to the individual students, upon receipt of proof of enrollment. The deadline for funding a scholarship is. May 1, 2011. The City of Temecula is encouraged to have representatives review applications and choose its recipient(s). The persons served are the high school students of Temecula Valley High School. Application - Page 3 PAST PROJECT BENEFITS If your organization received Cityof Temecula funding in the previous year, please explain and show how Temecula residents benefited. Last year, the City of Temecula donated $3,000.00 to qualified Temecula Valley, Chaparral and Great Oak High School seniors. Three recipients, one per high school, were selected to receive $1,000.00 scholarships. As in the past, we wait for all recipients who have been selected for the City of Temecula Scholarships to submit proof of enrollment before sending copies of the checks disbursed to you for review. The students have until May 1, 2011 to submit proof of enrollment and request disbursement of funds. On behalf of the trustees on the board of the Citizen's Scholarship Foundation of Temecula -Valley, thank you for your continued support. Application — Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPAREDBY: Marilyn Williams President SIGNATURE: CingA NAME and TITLE (Please Print or Type) , PRESIDENT or AUTHORIZED OFFICER:Marilyn Williams President NAME and TITLE (Please Print or Type) SIGNATURE: C'i112c� fr) t errrn,QJ ORGANIZATION NAME: Citizen's Scholarship Foundation of Temecula Valley MAILING ADDRESS: 31350 Rancho Vista Rd. Temecula, Ca. 92592 TELEPHONE: 951-795-4617 DATED THIS nth of September 12010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 .Citizen's Sc arship Foundation of Ternigiula Valley Treasurer's Report July 30, 2010 Money Market Account Balance on last statement Interest on Money Market Acct Donor Deposits this period Other Deposits this period Total Credits this period (donor + interest) Total Debits this period (transfers to other accounts) Money Market Account Balance on 7/30/10 Roripaugh Account Balance on last statement Interest on Roripaugh Account Other Credits* Total Credits Total Debits (transfers to checking) Roripaugh Account Balance on 7/30/10 Checking Account Balance on last statement Total Credits (transferred from MMA and/or Roripaugh) Total Debits (checks cleared) Checking Account Balance 7/30/10 Checking Account Balance if all checks were clear $ 118,129.55 $ 24.41 $ 2,750.00 $ 2,774.41 $ 750.00 $120,153.96 $ 13,268.20 $ 2.73 2.73 13,270.93 $ 8,009.86 $ 750.00 $ 6,239.81 $ 2,520.05 $ 200.00 respectfully submitted by Erin Simon, Treasurer 'Citizen's ScQlarship Foundation of Ten.ula Valley Treasurer's Report on Scholarships Paid August 25, 2010 Total Amount Awarded May 2010 Money Paid to Date Amount Unclaimed to Date $ 153,228.99 $ 23,173.83 $ 130,055.16 Total Number of Recipients 2010 214 Recipients Claimed to Date 37 Recipients Unclaimed to Date 177 Roripaugh Recipients are Included In the 214 Total Roripaugh Recipients Class 07 3 Recipients Claimed to Date 0 Roripaugh Recipients Class 08 4 Recipients Claimed to Date 0 Class of 09 2 Recipients Claimed to Date 0 Class of 10 6 Claimed to Date 1 0 0 California Dollars for Scholars® A program of Scholarship America' September 27, 2007 City of Temecula Finance Department Attention: Judy McNabb To Whom It May Concern: This letter is to provide evidence that the chapter CSF of Temecula (CA0246) is a chapter under the direction of Scholarship America. The PIN number for CSF of Temecula is 06-1209452. Vendors may be interested to knows at S) olarship America, formerly Citizens' Scholarship Foundation of America, s a 501 (c) (3) organization recognized as income tax exempt by the I.R.S. and our exemption letter is attached. Yours truly, r �� Ann Worley Executive Director Califomia Dollars for Scholars RE: Temecula Valley High School Chaparral High School Great Oak High School 17581 Irvine Blvd., # 120, Tustin, CA 92780 • Phone: 714.505.0561 or 800.335.4504 • Fax: 714.505.0562 e -moil: moil@califormiadollorsforscholors.org • www.californiadollarsforscholars.org Intemal Revenue Service €7) Department of the Treasury P.O. Box 2508 Cincinnati, OH 45201 Date: March 1.2003 Person to Contact: Ms. Dalton 31-07425 Customer Service Representative Scholarship America Inc Toll Free Telephone Number: Box 297 1505 Riverview RD 8:00 A.M. to 6:30 P.M. EST ST Peter, MN 56082-1556 877-829-5500 Fax Number: 513-263-3756 Federal Identification Number: 04-2296967 Dear Sir. This is in response to the amendment to your organization's Articles of Incorporation filed with the state on January 23, 2003. We have updated our records to reflect the name as indicated above. In April 1962 we issued a determination letter that recognized your organization as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. That letter is still in effect. Based on the information supplied, we recognized the subordinates named on the list your organization submitted as exempt from federal income tax under section 501(c)(3) of the Code. Additionally, we have classified the subordinates your organization operates, supervises, or controls, and which are covered by written notification to us, as organizations that are not private foundations because they are organizations of the type described in sections 509(a)(2) of the Code. ID Donors may deduct contributions to your organization's subordinates as provided in section 170 of the Code. Bequests, legacies, devises; transfers or gifts to the subordinates or for their use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Your organization and its subordinates are required to file Form 990, Return of Organization Exempt from Income Tax, only if the gross receipts each year are normally more than $25,000. If a return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a return is filed late, unless there is reasonable cause for the delay. Your organization and its subordinates are not required to file federal income tax returns unless subject to the tax on unrelated business income under section 511 of the Code. If subject to this tax, the organization must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter, we are not determining whether any of your organization or its subordinates' present or proposed activities are unrelated trade or business as defined in section 513 of the Code. _2_ Scholarship America Inc 04-2296967 Unless specifically excepted, your organization and its subordinates are liable for taxes under the Federal InsuranceContributionsAct (social security taxes) on remuneration of $100 or more paid to each of its employees during a calendar year. Your organization and its subordinates are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Each year, at least 90 days before the end of your organization's annual accounting period, please send the following items to the Internal Revenue Service Center at the address shown below: 1. A statement describing any changes during the year in the purposes, character, or method of operation of your organization's subordinates; 2. A list showing the names, mailing addresses (including Postal ZIP Codes), actual addresses if different, and employer identification numbers of subordinates that: a. Changed names or addresses; b. Were deleted from the roster or c. Were added to the roster. 3. For subordinates to be added, attach: a. A statement that the information on which your organization's present group exemption letter is based applies to the new subordinates; A statement that each has given your organization written authorization to add its name to the roster; c. A list of those to which the Service previously issued exemption rulings or determination letters; d A statement that none of the subordinates is a private foundation as defined in section 509(a) of the Code if the group exemption letter covers organizations described in section 501(c)(3), e. The street address of subordinates where the mailing address is a P.O: Sox; and Scholarship America Inc 042296967 f. -3- The information required by Revenue Procedure 75-50, 1975-2 C.B. 587 for each subordinate that is a school claiming exemption under section 501(c)(3). Also include any other information necessary to establish that the school is complying with the requirements of Revenue Ruling 71-447, 1971-2C.B. 230. This isthe same information required by Schedule A, Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. 4. If applicable, a statement that your organization's group exemption roster did not change since the previous report. The above information should be sent to the following address: Internal Revenue Service Center Attn: Entity Control Unit Ogden, UT 84409 The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date c( the retum. If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letterto any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for pubiic inspection (up to a maximum of $10,000 in the case of an annual retum). Your organization's Group Exemption Number is 1546. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, John E Ricketts, Director,TE/GE CustornerAccount Services • s CITYOFTEMECIIL� CITU of TFMFCU(, 10 SEP 1 3 2010 FISCAL YEAR 2010-1 1 ���� COMMUNITY SERVICE FUNDING PROGRAM A14616141/216N J (Please Print or Type) PROJECT INFORMATION Amount Requested: $ n 51000 f (Maximum allowable $5,000) Project Name: Rn 9Q9 r atm i uJ Kids' � l / et_ local camp for abused J heglecQ Project Start Date: twine aZO I 0 Project End Date: au, vie 201 1 1 t a °Wet\ eRtasc ad, ORGANIZATION INFORMA'T`ION Name of Organization: RO c Q Farm l Ki& 5 GLft f Of Cirn s''roadS /� Contact Name: Nettail KtY��I J Title/Position: Can p �1 recti(' Mailing Address: 0215,3 Via tYik9x r na:Role eat( cA. 'us90 Telephone: QS( -(AS- ci32 to Year Organization Founded: RFKC — to easr-5 CrassroactS - 2oijea.rs Number of Paid Staff: O Number of Volunteers: 00 Geographic Area(s) Served: Temecl,td q Ua Is this organization incorporated in Califomia as a non-profit organization? Yes V No Effective Date: If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date Date of incorporation as a non-profit: VY 055rot35 Cik ; &h Federal identification number: q 5- 2(o(n2S1 State identification number: If "no": Name of sponsoring organization: Federal identification number: State identification number. This application has been authorize by the organization's: Executive Committee \7 Board of Directors Application - Page 1 Members -at -Large C) PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) LDe- Imo *I I neee5a),(-9 \-)y5 --K-0+- oire pt A -nor 61AT Co-afer (Mina -41/CES cose-V_ rAnf, 13/4e nnhd .11-ent15 -44e- extmetts p , is r,13-Nts perstard tuniene: tvuS Thea S Lot r,6)t I pa-rchas-e -Ekose, 14-ewt5) 9:cLa\ Contfer rue vis • aurr:>1 r, bale; °1° vvi plztletriiqwo CO.410 Skt rtc 6010 511:CN- mmite_S) waken Spott-1ei) I ctiG0 ‘t I) cetSc plus a werjoQ_ eacinsA • 3irtinAgA) Q 2-5 pop ye -r Ccunter Ilratt5 fo;17th rw un O Oftat+eire 01 loo C) 9 ) c-raftc aSt-mij nnavvri 01).-r 10 00) Vol ukn-Ete-r- --VectAm FLadoS (5V1 -fv-VilYtoSi Campas -€O OLLX 2.0 1 ( CO 41) aunt s -tt_e;t1 Iskas $'-tdrkivul muck more, \n aA- o Ii aure, 1-?oftA a_ ,i,mt,4,1 -001 5 %vizetw) p apti 1DO) A ken1jCi4tni -IYAS rA.v5i,ns Application - Paae 3 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. % j PREPARED BY: (�C I k(hs' / C ✓ I rtC r NAME and TIT€ Phase Print or T ) SIGNATURE: PRESIDENT or /J / Snit AUTHORIZED OFFICER: ��/� e/u3.� NAME and TLE (Please Print or Type) SIGNATURE: ORGANIZATION NAME: R \CZQ M Ph1 MAILING ADDRESS: (9,-M , .3 `)10. P LWLGe Kass Ca Ctr s'crtaiS awed) �?.Une OLi.QAI CA-, 6I.25tc TELEPHONE: 61,C)"(095 - Q (ia OI% R51-1015 1( 23 DATED THIS y N , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 Department of the Treasury Internal Revenue Service FRESNO, CA 93888 TEMECULA VALLEY CHRISTIAN CENTER X TIMOTHY M BUTTREY 6468 CARTER ST CHINO CA 91723 CP 575 DATE OF THIrDTICE: 04-25-90 EMPLOYER IDft._1FICATION NUMBER: TAX PERIOD ENDING: N/A 8916606071 0 For assistance you may call us at: 1-800-424-1040 Or you may write to us at the address shown at the left. If you write, be sure to attach the bottom part of this form. TAX FORMS YOU MUST FILE: Notice of New Employer Identification Number Assigned Thank you for your Form SS -4, Application for Employer Identification Number (El N). The number assigned to you is shown above. This number will be used to identify your business account and related tax returns and documents, even if you do not have employees. 1. Keep a copy of this number in your permanent records. 2. Use this number and your name exactly as shown above, on all Federal tax forms. 3. Use this number on all tax payments and tax related correspondence or documents. Any variation used when filing tax returns, making FTD payments or subsequent payments may result in improper or delayed posting of payments to your account and/or the assignment of more than one EIN. The filing requirement(s) and tax period shown above have been established for your account based on information contained on your Form SS -4. If you are a trust, your tax year generally must be a calendar year, unless you are exempt from taxation under section 501(a) of the Internal Revenue Code or a charitable trust described in section 4947(a)(1) of the Code. To help you to determine your required tax year, you may obtain Publication 538, Accounting Periods and Methods, This publication is available at most IRS offices for more information. Please note that the assignment of this number does not grant tax-exempt status to nonprofit organizations. Any organization (other than a private foundation) having annual gross receipts normally of $5,000 or less is exempt by statute if it meets the requirements of Section 501(c)(3) of the Internal Revenue Code. These organizations are not required to file Form 1023 (Application for Recognition of Exemption) or file Form 990 (Return of Organization Exempt from Income Tax). However, if the organization wants to establish its exemption with the Internal Revenue Service and receive a ruling or determination letter recognizing its exempt status, it should file Form 1023 with the key district director. For details on how to apply for this exemption, see IRS publication 557, Tax -Exempt Status for your Organization, available at most IRS offices. Thank you for your cooperation. Keep this part for your records. CP 575 (Rev. 10-89) Run Date 9/9/2010 } CrossRoads Church L. Time 1,6:41:40 / 28753 Via Montezuma 0 Temecula A 92590 Income &pex- neeaem�ie TTO►'ecember(`) 001 GENERAL FUND Current % Y -T -D °h 5k Walk-A-Thon .00 .00 13,550.32 27.91 Camp Petty Cash .00 .00 88.65 .18 Corporate Donation - .00 .00 7,286.00 15.01 Dinner/Auction Income .00 .00 8,538.51 17.59 Golf Tournament Income .00 .00 9,718.00 20.02 Ministry Offering 1,120.00 100.00 9,362.56 19 29 Private Donations .00 .00 .00 .00 RFKC Corp. Income .00 .00 .00 .00 Sponser Income .00 .00 .00 .00 TOTAL RFKC INCOME 1,120.00 100.00 48,544.04 100.00 5k Walk-A-Thon Expense .00 .00 66.15 .14 Activity Center Expense .00 .00 670.26 1.38 Bible Story Supplies .00 .00 .00 .00 Birthday Party Expense .00 .00 2,236.85 4.61 Camp Petty Cash Expense .00 .00 1,081.20 2.23 Camp Supplies Expense 107.65 9.61 6,825.93 14.06 Dinner/Auction Expense .00 .00 1,759.41 3.62 Directors Enrichment Expense .00 .00 1,910.14 3.93 Drama Supplies .00 .00 158.08 .33 Golf Toumament Expense 200.00 17.86 5,032.94 10.37 Memory Books Expense .00 .00 -81.80 -.17 Ranch Expense .00 .00 20,000.00 41.20 Registration Supply Expense .00 .00 26.57 .05 RFKC Corp. Expense .00 .00 775.00 1.60 Staff/Counselor Development Expense .00 .00 1,713.12 3.53 Supplies 686.29 61.28 1,003.05 2.07 Welcome Home Dinner Expense .00 .00 58.43 .12 TOTAL RFKC EXP. 993.94 88.74 43,235.33 89.06 COMBINED TOTAL ROYAL FAMILY KIDS C -126.06 -11.26 -5,308.71 -10.94 18b'769 ENDORSED FILED ARTICLES OF INCORPORATION OF Temecula Valley Christian Center In lhsoeiea of 165ecrotaryof Stale of the State California DEC 3 1 1992 MARCH TONG EU, Secretary :of State L The name of this corporation is Temecula Valley Christian Center II. A This corporation is a religious corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Religious Corporation Law exclusively for religious purposes_ B. The specific purpose of this corporation is to operate a church that is affiliated with the Southern California District Council of the Assemblies of God, Inc. IR. The name and address in the State of California of this corporation's initial agent for service of process is: Leonard Nipper 2525 Newport Blvd. Costa Mesa, CA Iv. A This corporation is organized and operated exclusively for religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office_ Page Two V. The property of this corporation is irrevocably dedicated to religious or charitable purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to Southern California District Council of the Assemblies of God, Inc., which is a nonprofit corporation organized and operated exclusively for religious or charitable purposes, and which has established its tax-exempt status under section 501(c)(3) of the Internal revenue Code; provided that the Executive Presbytery of the Southern California District Council of the Assemblies of God, Inc., elects to receive such distribution. In the event the Executive Presbytery of the Southern California District Council of the Assemblies of God, Inc, does not elect to receive such distribution or in the event the Southern California District Council of the Assemblies of God, Inc., is not then exempt under section 501(c)(3) of the Internal Revenue Code, the assets shall be so distributed to another nonprofit fund, foundation or corporation which is organized and operated exclusively for religious or charitable purposes and which has established its tax-exempt status under section 501(c)(3) of the Internal Revenue Code. The written consent of the Executive Presbytery of the Southern California District Council of the Assemblies of God, Inc., is required to amend this article. VI. These articles of incorporation may not be amended without the written consent of the Southern California District Council of the Assemblies of God, Inc. Leonard Nipper, Incoipora or T CI'T'Y OF TEMECULA. FISCAL YEAR 2010-1 1 COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) CAntrateCa SEP 02 2010 PROJECT INFORMATION Amount Requested: r$ cC, 5 D d f Project Name: GYVI f�\l T Cradle, Project Start Date: 10-1 —120 D Project End Date: ID- 1 -tel 1 (Maximum allowable $5,000) ORGANIZATION INFORMATION Name of Organization: Em pi -c(3 Crc� I t✓ Contact Name: El i Z Q1 -e -1v LU&7' Title/Position: -Fre-CLS u -VC ✓' Mailing Address: S O Sap Rau - on -0 Cas./Ce (Zoe I o - Co 3 l Telephone: 5 - 350R- oi 51Orgcia'aa-tiogn )ad ed: -1 q q !, Number of Paid Staff: Number of Volunteers: 'TO Geographic Area(s) Served: ltvncc 1c<, Mww-02 LJ / j?i .,V VS C , �Aw Is this organization incorporated in Califomia as a non-profit organization?a Yes X No Effective Date: Gila/P-004 If"yes" (Must provide a copy of your statement of non-profit status from the State of California):: Date of incorporation as a non-profit: I1g/p00q Federal identification number: 3 3 - 0 (0 (0 State identification number 11 0 S 31 ;10(4(1 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorize y the organization's: Executive Committee Board of Directors Members -at -Large Application - Page 1 ent EMPTY CRADLE FINANCIAL STATEMENT Balance Sheet as of 6/30/10 ASSETS: Cash Investments Receivables Fixed Assets Other Assets Total Assets LIABILITIES: Current Payables Notes Payable Fund Balance Total Liabilities Income Statement for Year Ended 6/30/10 $ 12,460.89 10,258.17 0.00 0.00 0.00 $ 22,720.06 $ 0.00 0.00 22 720.06 $22,720.06 INCOME: Donations $ 3,059.08 09/10 City Funding 1,000.00 Walk To Remember Proceeds 6,102.79 Total Income $ 10,161.87 EXPENSES: Newsletter $ 1,955.75 Rent - Temecula 608.00 Meeting Supplies 551.66 Walk To Remember 3,947.39 Website 2,280.60 Bereavement Materials 421.40 Telephone 684.87 Training Materials 992.23 Office Supplies 285.70 Other Expenses 452.48 Total Expenses $ 12,180.08 Net Income: $ -2,018.21 INCOME: Donations Grants Walk To Remember Proceeds Interest Income TOTAL INCOME $ 4,000.00 3,000.00 5,000.00 100.00 $12,100.00 EXPENSES: Bereavement Materials $ 400.00 Meeting Supplies 300.00 Memorial Boxes 5,000.00 Miscellaneous Expenses 300.00 Newsletter Printing/Postage 2,200.00 Rent — Temecula 540.00 Speakers 600.00 Telephone 600.00 Volunteer Recognition 600.00 Walk To Remember Expenses 3,000.00 Website 2.000.00 TOTAL EXPENSES $15,540.00 EMPTY CRADLE MISSION STATEMENT Empty Cradle is apeer support group for parents who have experienced the loss of a baby due to miscarriage, stillbirth or infant death. The death ofa baby is one of life's most devastating experiences. Grieving can be lonely because -often -others. don't understand the depth of the sorrow and the length of time needed to deal with the pain. Empty Cradle Resource Parents have faced a similar sorrow and can assist families through the normal grieving process by sharing and listening and giving them a sense of: direction and hope. Because the grief process is different for each family, Empty Cradle provides a variety of options for support and healing: • Monthly group meetings with a speaker or activity and sharing circles • Telephone resource parents for one-on-one support • A no -cost lending library of resource materials • A quarterly newsletter with articles, announcements and baby memorials • A subsequent pregnancy support group • Special events such as Annual Memorial Service and Walk To Remember Empty Cradle meets all the criteria for funding because: 1 We have been designated a non-profit organization by the Internal Revenue Service, 1 We provide a service to the overall community in that any adult who is affected by the loss of a child will find solace and support at our meetings and through our library and literature. So many pregnancies end in miscarriage and many babies die at birth or shortly after. The parents of these cherished babies live and work in our community. 1 Our organization is well equipped to provide the services needed by the overall community with a very strong Resource Parent volunteer network to provide support to bereaved parents as well as support resources to our local hospitals and medical community. 1 Our group is extremely well received by medical facilities in our area and is considered a life -line for many families in the community. 1 Empty Cradle's success in San Diego County for over 25 years sets the stage for our longevity in Riverside County. Our success and growth in Temecula over the past four years is, of course, bittersweet. 1 We are fully automated in our accounting system and fiscal management with experienced volunteers managing our finances and accounts. 1 We do not discriminate in any way, nor do we require attendance in any of our events and/or activities. 1 We can provide an annual budget as well as annual financial statements. 1 Empty Cradle's services are available to anyone in the community who has a need for such support. 1 We evaluate the effectiveness of our efforts at quarterly board meetings. EMPTY CRADLE PROJECT DESCRIPTION You know, if the medical community could keep the pace with technology, perhaps there wouldn't be -a need for Empty Cradle. Perhaps, miscarriages; stillbirths, and infant death could all be prevented. In today's world we can send an electronic message to the other side of the world in an instant, but we can't save these babies. Since this is a tragic reality, the only thing we can do is be ready for these suffering families and keep pace with the world we live in. As such, Empty Cradle desperately needs to come into the 21m century to provide outreach, support and information in the electronic age. Some of the costs associated with doing this include: El Website hosting D E -Newsletter 0 Website Maintenance $200.00/year 200.00/year 600.00/year Although we're working toward reaching out electronically, we still need to provide that newsletter in the mailbox. Our members have told us they treasure it, read it over and over, and gaze at their beautiful baby's name in print. The cost of mailing the newsletter is so high we've gone from publishing 6 times a year to 4. Lel Newsletter printing $1,200.00/year • Newsletter postage 600.00/year El Newsletter handling 400.00/year Our most meaningful support, though, is face-to-face. Our meeting locations are costly. We'd like to make the environment more warm and relaxing with refreshments. And, with funding, we have so many opportunities to invite professional speakers to help our members. O Professional speakers 0 Facility costs El Meeting supplies $600.00/year $540.00/year $300.00/year Of course, we always have a need for bereavement materials for our bereavement packages going out to hospitals including books, printed materials, cameras, and other necessary items. 0 Bereavement materials 400.00/year EMPTY CRADLE _ PAST PROJECT BENEFITS Empty Cradle has continued to have a positive impact on our community in the past year. With support from the City of Temecula, Empty Cradle was able to purchase memory boxes to include in that Bereavements Packs provided to hospitals to give to parents who have suffered the Toss of their baby. These boxes are one of the most important elements of our bereavement packs because they are designed especially for the Toss of a child. The beautiful box, tied with a ribbon, opens to reveal an embedded photo frame on one side and a footprint frame on the other. The box includes a hat, shawl and small blanket, a scented heart -shaped pillow, a wisp of hair bag, a condolence card and a lovely poem. On the outside of the box, medical personnel are provided a check- off sheet to assist them in working with these families to ensure their needs are met. These beautiful boxes most often become the treasured place to put the few mementos of the baby's short life. The boxes are placed in a lovely bag with a variety of other items such as a camera, hand-knit blanket, informational materials, an unofficial birth certificate and a booklet entitled When Hello Means Goodbye. The hospitals that receive these memorial items are so grateful to have a comprehensive packet of materials to provide to their bereaved families. If not for Empty Cradle, these families would often go home — literally empty handed. SIGNATURE PAGE We hereby certify the informatioi,-ordained in this application is true to th. gest of our knowledge and belief. PREPARED BY: Et r 2_0-u i Low e'✓ NAME and TRLE (Please Print or Type) SIGNATURE: - PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: V'RStCiv�;e — R:T2��... frLE (Please Print or Type) Aegis `' ORGANIZATION NAME: Er f - 01—CCI MAILING ADDRESS: BOSao -7 0 , CMCOL— tt_et. Q- 0{. l 101—Co3 -1 G 1 ck °acs°t . TELEPHONE: NI q) S I S 3 g8} O res EjS 1 f (D LcsS (&o7 9) DATED THIS , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mall Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application -Page 5 INTERNAL REVENGE .SERVICE P. O_ BOX 2508 - - - - . -- CINCINNATI, -OH. -45201 EMPTY CRADLE.. -. PO BOX -178193 _ SAN DIEGO, CA 92177.. DEPARTMENT -OF THE TREASURY- Employer Identification Number: 33-0421466 DLN:. _ 17053178752064 Contact Person: *SHEERLY L KITCHENS - ID# 31457 Contact Telephone Number: (877) 829-5500 Public Charity Status: 170 (b) (1) (A) (vi) Dear Applicant:_ Our letter dated December 1991,-staed you would be exempt from Federal income tax under section 501(c)(3) of the internal Revenue Code, and you would be treated as a public charity, rather than as a private foundation, during an advance ruling period. Based on the information you submitted, you are classified as a public charity under the Code section listed in the heading of this letter. Since your exempt status was not under consideration, you continue to be classified as an organization exempt from Federal .income tax under section 501(c}(3) of the Code. Publication 557, Tax -Exempt Status for Your Organization, provides detailed information about your rights and responsibilities as an exempt organization. You may request a copy by calling the toll-free number for forms, -(800) 829-3676. Information is also available on our Internet Web Site -at www.irs.gov. If ypu have general questions about exempt organizations, Please call our toll-free number shown in the heading between 8:00 a.m. - 6:30 p.m. Eastern time. Please keep this letter in your permanent records. Sincerely yours, 7 " Lois G. L(rner Director, Exempt Organizations Rulings and Agreements Letter 1050 (DO/CG) CITY OF TLMLCUTA Is/ of TEMPO 1 SEP 1 5 2010'' FISCAL YEAR 2010-1 1 fININCE DEPT. COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print of Type) PROJECT INFORMATION Amount Requested: $ 6 000 ° I i /(Maximum allowable $5,000) Project Namefrb'aito. (J.C./-/ Noraek65 dtdkg(�h ond al &p» Project Start Date: QG"(lld tzr 09007 Project End Date: Ni C' ri-efl C\tab ORGANIZATION INFORMATION Name of Organization: roj c � (AUG N (TCgdher Our Um-11 �j�OTv.2r5 / loi%.mle Contact Name: Anne G0717704/ Title/Position: Pri tsi q.e/ l 1 MailingAddress:3O)'5J tel/6 Ip n-h,lop.e PoaJ D/o3� %iienl-te,CA 9�58q Telephone: 961- 6 / ) . / Year Organization Founded: c2c03 Number of Paid Staff: 01 Number of Volunteers: �00� ,^ Geographic Area(s) Served: i1�2 to la - £OLt7 i W€6' 1) v_Cr511 CoU y is this organization incorporated in California as a non-profit organization?/ Yes x' No Effective Date: 9",1tp-00.3 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: c p ern her of b, 2063 Federal identification number: 73-160 /4103 State identification number: a 5 6 3.6 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors 1 Members -at -Large Application - Page 1 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, --- area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Tht mzwh ¢dice diradirld r'ierrt i a hoth d card udk e phone num& +o our cull cam -bre LUMn Au/ €r) counter 0- hr;mulcM 3rd )6D &nJa,6 Our call cor)l p. Th' can n r &4& a li'oled "roma vaLuh r, ` Th 12i1)4 112_11M 4ha OW/ -6 ur�.��.�D 7/2J2 Ufil tilitei a"40.daA k.5 wrlh 4 to r Ge, 1.0-1c on .LL cAibi dune m )nr l uKL -emir. p9of kb/ u ` ood) 0x7 /»aj fil o/ALC o Un i Irnlion., w r7 iu i.IYYJ e)-ind r+0+k1v -to or &iet¢r or �"rr»nd rind i -an v "a IUrJ +erm _ prOgrum Tr) 604 iron �o oor f€/»2 ri-spae.e program Pro.ed L/ct) i.0 40)/12.4 h mnuingroble Calla and )I Urriei , ram -Tn athC rQ6 to i, 0 h urcht nrryan r � cniaoz on) art- A -PT cis) 5-rna e in crJd don -Po 9h9�r ()obi -h ms Mtd ctbvw, 6o1,rhfm i;)(2e th r+rrah h krxd -evolve / nim) -/156 T-ofyd a.316-12rha jn�¢rnr 0n/) (nun ccginrrhl, Wy -pine /a r� r &Iva (W k» voIir%sleac' who helps ccs 90 are' -o ua neo,M ttze Oa Thuced Lurk) or, a dn.. � 1 hmsts. Our overhead i6 kip] - VQr )dw 50 - S a )) Ftmo 4y rim�e. ono 5 e [¢clue. use) 4o -iikrnt 4orri.e. Ye rr S.evirs. g l htn-li g< Anolication — Pace 3 We -hereby -certify -the informationcontainedin this application is true to the best of our knowledge and belief. j PREPARED BY: ✓ 1 I rin) Car' Q, 4)Y)1 h ; th2 db NAME TITLE (Please Print or Type) SIGNATURE: E (T ,4) PRESIDENT or AUTHORIZED OFFICER: fl f c 0 f\ Y�f%C:Y I^ SIGNATURE: NAME and TITLE (Pleas Print or Type) e.e5 ORGANIZATION NAME: Pncj'td l )1/67' ? MAILING ADDRESS: ; )itfi Mit )/,¢)Q £O0% 4 bio? Men d , CSI 401504 TELEPHONE: 95/ -67-3-4“/ DATED THIS /Oh of SeP/EW , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annlinatinn — Pane 5 STATE OF GALIFORNIA FRANCHISE TAX BOARD POBOX1286 RANCHO CORDOVA CA 95741-1286 GOD'S FAN CLUB A NON-PROFIT ORGANIZATION 30141 ANTELOPE RD STE D-103 MENIFEE CA 92584-8066 Purpose CHARITABLE Code Section 23701d Form of Organization Corporation Accounting Period Ending: November 30 Organization Number 2553261 EXEMPT DETERMINATION LETTER This letter confirms your previous exemption from state franchise and income tax under Section 23701d, Revenue and Taxation Code. In confirming your exempt status, we have made no examination of your current activities. -If the organization has changed its operation, character, or purpose since exemption was originally granted, that change must be reported immediately to this office. To retain exempt status, organizations are required to be organized and operating for nonprofit purposes within the provisions of the above section. An inactive organization is not entitled to exemption. For filing requirements see, FTB Pub. 1068, Exempt Organizations - Requirements for Filing Returns and Paying Filing Fees is available online at www.ftb.ca.gov. Note: This exemption is for state franchise or income tax purposes only. G WALKER EXEMPT ORGANIZATIONS BUSINESS ENTITIES SECTION TELEPHONE (916) 845-6053 FAX NUMBER (916) 845-9501 RTF: _ Temecula Homeless Response 2010-2011 Budget 2010-2011 Year Emergency Motel Stays $3,200.00 Food $4,300.00 Gas $1,400.00 Clothing $500.00 Utility Assistance $1,800.00 Transportation- Bus Passes & Auto Repairs $1,000.00 Miscellaneous $700.00 Answering Service $600.00 TOTAL $13,500.00 8:00 PM 09/13/10 Accrual Basis God's .Fan Club, A Non -Profit_ Organization Balance Sheet As of November 30, 2009 ASSETS - - - - Current Assets - Checking/Savings 10000 - God's Fan Club -Wells Fargo-Ck 10001 • Men of Influence-WellsFargo-Ck 10002 • Project TOUCH- Wells Fargo- Ck 10003 • The Brook- Wells Fargo- Ck 10100 • Hotel Hope- Wells Fargo- Saving Total Checking/Savings - - Total Current .Assets - TOTAL ASSETS - LIABILITIES & EQUITY Liabilities Long Term Liabilities 27100 • Loan Payable- Ann Unmacht Total Long Term Liabilities Total Liabilities Equity - - 30000.Opening Balance Equity 32000 • Unrestricted Net Assets Net Income Nov 30, 09 1,432.52 3,009.55 2,980.00 205.00 420.00 8,047.07 8,047.07 - 8,047.07 4,500.00 4,500.00 4,500.00 -519.01 830.27 3,235.81 Total Equity - 3,547.07 TOTAL LIABILITIES & EQUITY 8,047.07 Gob's Fan Club, A Non -Profit OrganiiMion Profit & -Loss December 2008 through November 2009 Ordinary Income/Expense Income.. 43400 • Direct Public Support 43450 • Individ, Business Contributions Total 43400 • Direct Public Support 49000 • Special Events Income- Fundrais 49010 • Special Events Contributions 49020 • Special Events Sales (Nongift) Total 49000 • Special Events Income- Fundrais Total Income Expense 60300 • Specific Assist to Individuals 60310 - Motel Stays 60320 Food 60330 Gas 60340 • Clothing 60360 • Misc 60370 • Automotive Repairs 60380 • Utilities 22,437.45 22,437.45. 10,475.00 25,364.91 35,839.91 58,277.36 2,404.55 2,454.44 326.53 89.76 4,385.13 331.90 566.75 Total 60300 • Specific Assist to Individuals 10,559.06 60900 • Business Expenses 60920 - Business Registration Fees 20.00 Total 60900 • Business Expenses 20.00 62100 • Contract Services 62150 • Outside Contract Services 15,254.50 Total 62100 • Contract Services 62800 - Facilities and Equipment 62890 • Rent, Utilities Total 62800 • Facilities and Equipment 65000 • Operations 65060 Payment Processing Fee 700.05 65070 Bank Service Fees 449.60 65080 Website Hosting 697.68 65010 • Books, Subscriptions, Reference 293.59 65020 • Postage, Mailing Service 240.00 65030 - Printing and Copying 35.00 .65040 • Supplies 2,024.20 65050 • Telephone, Telecommunications - 718.78 Total 65000 - Operations 5,158.90 15,254.50 4.00 4.00 65100.Other Types of Expenses 65150 - Memberships and Dues 100.68 65160 - Other Costs 927.51 65170 • Staff Development 179.35 Total 65100.Other Types of Expenses 1,207.54 68300 • Travel and Meetings 68330 Business Meals. 1,101.11 68320 • Travel 584.41 Total 68300 - Travel and Meetings 1,685.52 Page 1 try�fT�� ai A SEP 1 5 2010 iNANOE DEAL: September 14, 2010 Project T.O.U.C.H. ...._.... ._ ... "Together Our Unity Conquers Homelessness" City of Temecula Community Service Funding ATTN: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Thank you for naming our organization as a past $2500 recipient. The funds have enabled us to assist Temecula residents in bridging the gaps left by the economic crisis that has negatively impacted our region. The call volume continues to increase with Temecula residents seeking assistance and guidance as they attempt to navigate a situation they never thought of facing. We are seeking the maximum amount of $5000. We cannot stress enough how your partnership will allow us to meet the overwhelming growing needs of the citizens of Temecula who are faced with homelessness or near homelessness due to the continuing declining economy. The funds awarded will allow us to continue to meet the very basic needs- shelter, food, and clothing. Our organization continues to provide what we can to aid those in distress. However, the needs in Temecula are increasing enormously. Recently, we have seen a large increase in homeless single women between the ages of 30-60 years old. We emplore you to grant us the maximum of $5,000. We will continue in our very best effort to meet the emergency needs of some of Temecula's most vulnerable citizens. Thank you and God Bless You, Anne Unmacht President Project T.O.U.C.H 30141 Antelope Road, Suite D-103, Menifee, CA 92584 (951) 677-9661 Fax: (951) 677-2753 E-mail: projecttouch7@aol.com web site: www.projecttouch7.org CITY OF TEMECULA Fiscal Year 2010-11 COMMUNITY SERVICE FUNDING PROGRAM APPLICATION 011 Program Submission Deadline: Wednesday, September 15 2010 at Requested: $ 5.000.00 (Maximum allowable $5,000) t Name: Great Oak High School Graduation After Party 2011 t Start Date: June 2010 Project End Date: June 2011 NIZATION INFORMATION: i.4i& Ata meG \i,mdcrctivp of Organization: GOALS - GOHS Graduation After Party Committee :t Name: Karen Martin Title/Position: GAP Co -Chair Person 3 Address: 45623 Caminito Olite, Temecula, CA 92592 tone: (951) 302-8122 Year Organization Founded: 2006 ar of Paid Staff: 0 Number of Volunteers: -150 aphic Area(s) Served: Temecula organization incorporated in California as a non-profit organization? Yes X No Effective Date: 5/19/2004 13 or TE SEP 142010 ?INANCE Date of incorporation as a non-profit: 5/19/2004 Federal identification number: 20-1127880 State identification number: Nonprofit Corporation # 2583221 'chide a copy of your statement of non-profit status from the State of California. Name of sponsoring organization: N/A Federal identification number: N/A State identification number: N/A )plication has been authorized by the organization's: itive Committee Board of Directors X Members -at -Large EIVED 2006 n of at posed se of at we B or dicial BS a in pon )le. occur. sel 1/2 ual K to January 26, 2006 GREAT OAKS ACADEMIC LEADERSHIP ENTITY ID :-2583221 Page 2 file Form 109 .(Exempt Organization Business :Income. Tax. Return). by the 15thday-of:the 5th month (4 1/2 months) after the close of your annual accounting period. Please note that an exemption from federal income or other taxes and other state taxes requires separate applications. - - A copy of this letter has been sent to the Registry of Charitable Trusts. E DIALA EXEMPT ORGANIZATIONS BUSINESS ENTITIES SECTION TELEPHONE (916) 845-4186 E0 : GAP BUDGET 2011 Item Amount Decorations $5,000.00 Entertainment $20,000.00 Food $500.00 Presents $10,000.00 Security $1,500.00 Custodial $250.00 Misc $500.00 Comp Tickets $1,750.00 Total Exp $39,500.00 Carryforward $2,820.00 Tickets 420 $29,400.00 Donations $10,000.00 Bingo $5,000.00 Fundraising $5,000.00 Total Inc $49,400.00 11:10AM 09/13/10 Cash Basis GOALS Balance Sheet As of June 30, 2010 ASSETS Current Assets Checking/Savings CA. COAST CREDIT UNION -SAVINGS CALIFORNIA COAST - BINGO CALIFORNIA COAST CREDIT UNION MISSION OAKS -Money Market Acct Total Checking/Savings Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Equity Net Income Total Equity Jun 30,10 1,770.01 25.00 124,658.95 104,806.29 231,260.25 231,260.25 231,260.25 231,260.25 231,260.25 TOTAL LIABILITIES & EQUITY 231,260.25 11:10 AM 00113110 Cash Basis. Income Dank 'Merest Carryforward Funds nonalions - Government Grants Student Donations Donations -Other Total Donations Fundraising Income Concessions Marchandba Sold Scrip Bplclsl Events -Gross Receipts Fundraising Income -Other Total Fundraising Income GOALS Profit_ $t Loss by Class July 2009 through June 2010 GAP 1,000.00 17,787.50 2,187.00 0.00 328.00 0.00 2,373.61 0.00 0.00 4,573.12 20,974.50 2,701.61 Totat G.0 a i 8. 1,611.10 237,810.87 11,275.00 280,765.12 51,455.02 323,495.14 89,815.42 52,419.72 55,810.63 98,458.52 170,745.90 445,250.19 28,24923 1,008,167.10 Total income Groes Profit 28,249.23 1,006,167.10 Expense Awards Contributions Donation expanse Entertainment Entry Foe Equipment Equipment rentele Facility coats Fess Financial Hardship Fundraising expense Adverting Concession supplies Merchandise Pdnting Scrip Purcbus Special Even-Dlrem Coals Fundraising expense - Other Total Fundraising expanse General Supplies Gifts Grad Nile Expenses Operating Expanse Bank charge Cwnputer Income tax expense Insurance Legal and prolaeslonst expense Pnslsge Supplies Total Operating Expense Outside services PBG MestingsJBanquetsMinnere Refunds Repairs and maintenance Scholarships eaminarsICamps Transfer of funds Transportation Travel Uniforms/Costumes Expanse Total Expense. Net Income 288.00 0.00 0.00 0.00 0.00 488.09 0.00 20.88 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 774.09 0.00 0.00 24,225.84 20.86 0.00 0.00 350.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 25,371.79 2,877.44 7,110.70 161,321.52 6,337.01 3,000.00 22,030.00 28,002.58 150.00 4,281.05 509.00 250.00 489.28 25,931.59 26,731.65 8,584.79 55,773.80 49,493.43 39,903.69 206,88823 4,784.11 22,360.41 24,226.84 1,804.77 311.05 75.00 1,205.00 40.00 175.08 224.26 3,835.18 25,258.59 62,205.01 2,878.68 8,629.34 4,000.00 38,28026 0.00 19,806.51 30,484.71 90,858.56 776,906.85 231,28025 MISSION STATEMENT Application Page 3 Briefly describe: the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The Great Oak High School (GOHS) Graduation After Party Committee operates under the umbrella of Great Oak Academic Leadership Society (GOALS), a non-profit public' benefit corporation. The committee's goal is to provide a safe, memorable celebration for the GOHS graduates after commencement exercises. The Graduation After Party begins at approximately 9:00 PM and continues until 5:00 AM. The evening provides a drug-, alcohol-, and tobacco -free environment for graduates to celebrate this milestone in their lives: The graduates enjoy games, dancing, food, themed environment, and many exciting activities. This night is a much anticipated and climatic event for our seniors to share a fun and memorable evening! For the class of 2011 at GOHS, this event continues the legacy of a drug-, alcohol-, and tobacco -free celebrations begun by our inaugural class in 2007. As a committee, we do not discriminate based on race, color, creed, nationality, sex, marital status, disability, religion, or political affiliation. We do not require attendance or participation in any political, religious or social activity. Donations help us provide free tickets for those students that cannot afford to attend the event. Over the years, Grad Nite celebrations at Temecula high schools have received overwhelming positive feedback from both graduates and parents. Many graduates retum to help with Graduation After Party after leaving high school. The planning for the fifth GOHS Graduation After Party has already begun. The event requires hundreds of parents, faculty/staff, and community volunteers coming together for one common goal: saving the lives our young adults. PAST PROJECT BENEFITS Application Page 5 If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Over the last four years the Great Oak High School senior students experienced a safe and enjoyable evening. They created great memories of their last night as a high school student. With over a thousand graduates participating in our Graduation After Party celebration over the last four years, we know we have had an impact on the lives of young adults in Temecula. Graduation After Party celebrations keep the graduates safe and sober by keeping them away from private parties; social drinking and potentially driving under the influence of alcohol. Local reports show no accidents or arrests of our Great Oak graduates on graduation nights. We feel this can largely be attributed to our Graduation After Party celebration. We gave them an exciting alternative that kept them safe, sober and drug-free. The City grant contributes to the payment of the deposit for Jolly Jumps, which is the majority of our entertainment for the evening. In addition, we used the funds to build reusable Graduation After Party structures (Casino, Dance Club, Check-in walls). Many of these structures are reused over the years and will continue to decrease our future costs and increase efficiency for many years to come. An additional benefit derived from the success of our first four events is the buzz" that is generated and is still evident among the retuming students at Great Oak. This year's senior class is full of excitement created by last year's success and is anxiously awaiting the event having purchased more than 100 tickets during back to school registration. The value of the City grant is apparent when we talk to these students. Along with the students, the Great Oak Graduation After Party Volunteers, who are by and large residents of Temecula, benefited from this event. Seeing young people enjoying themselves, not misbehaving, and acting like the adults they have just become encourages volunteerism and participation in events that involve Temecula youth. SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: rein thart i n Co C hal r 9e r`so n NAME and TITLE (Please Print or Type) afvtho PRESIDENT or / / / AUTHORIZED OFFICER: ,a ro ( ((-) e i Yi r / tree? su rer NAME and TITLE (Please Print orT SIGNATURE: tia 7i/1) ORGANIZATION NAME: 6-e�6 /6 kdo-6 f !° /e4,413429..Sc / e MAILING ADDRESS: (011745) — 6 R P / 9°76,ss/ , /er/ V M//an zt/, ter to(reel / ��/�7,59,0G % TELEPHONE: $7-" / y " !p D x 07')S `J DATED THIS /3 of 3e, 7/6 /at dei , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 CITY OF TEMECIJLA . city otienrio 14 AUG 16 201U FISCAL YEAR 2010-1 i COMMUNITY SERVICE FUNDING PROGRAMA . f Win$ (Please Print or Type) PROJECT INFORMATION Amount Requested: $' 0 00 . Project Name: N017;-ta Wo., - In Project Start Date: 2 on 9 Project End Date: 2 01 2 (Maximum allowable $5,000) ORGANIZATION INFORMATION Name of Organization: H a 4,;1-n } Cor Contact Name: Tam m n e, Title/Position: £ Xc r In 1- vo -bl re c/ o r Mailing Address: 27975 Yrtez 4Rot (c)Ec_ -90, c.rA4act CA 9a_991 Telephone:61S1 i 29t - ?, b 2 Year Organization Founded: 19 9 1 Number of Paid Staff: 1 , Number of Volunteers: 20oo+J (� Covert, Qrt4 bov nd et( on �-� 1\10-4-41-1-.b j fern an GI - Geographic Area(s) Served: L.GeographicArea(s)Served: _cac ore. Qnd San -b:a80 C"an%Lyn. on ¥I -a. 4nu: Is this organization incorporated in Califomia as a non-profit organization? Yes .J No Effective Date: 199 If yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 1 94 I Federal identification number: -,33-Q 4 1 a 0 4 State identification number: C 1 G 8 1 9 22 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Members -at -Large Application - Page 1 PROJECT DESCRIPTION How wiltyourorganization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this. project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Application — Page 3 SIGNATURE PAGE Weherebycertify the information contained in this application is true to the best of our knowledgeand belief. PREPARED BY: TO, SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: a TITLE (Please Print or Type) t#t ft`? L , ` J1117a--LfX t C- f tz-vos NAME and TITLE (Please Print or Type) ORGANIZATION NAME: 1-4ab pa�t' Cr 14unnnn' MAILING ADDRESS: 27 Li 75 'Jn c 7 «r( *3qQ "Tc..r,nr ci4\a CA q 2591 TELEPHONE: 1951) 2 9 - 33.h 2 DATED THIS 5 of 't t U 5 , 2010. (Date) `Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Paoe 5 MISSION STATEMENT Atmlication Page 2 (Supplemental) Habitat for Humanity Inland Valley is an affiliate of Habitat for Humanity International; a worldwide housing ministry located in Americus. Georgia Habitat's -mission -is to eliminate -substandard -housing and homelessness worldwide, and to -make -adequate . . affordable shelter a matter of conscience and action. Habitat believes that every man, women and child should have a simple, decent. affordable place to live in dignity and safety. Our local affiliate has adopted a mission statement that reads: The mission of Habitat for Humanity Inland Valley in partnership with God, is to facilitate the dream of homeownership as well as improve living conditions for those in the community. Our affiliate services Southwest Riverside County including Temecula, Murrieta, Lake Elsinore, Perris, Sun City Wildomar, and Menifee. We build or renovate simple decent, affordable houses and sell them to local low-income families at no profit with no - interest loans. This is accomplished through volunteer labor and donations of money, materials, and land. Local families are selected for Habitat houses based on three criteria: I.) Need for adequate shelter 2.) Ability to pay 3.) And willingness to partner. Habitat for Humanity does not discriminate on the basis of race, sex, color, age, handicap, religion, national origin family status or marital status or because all or part of the family income is derived from any public assistance program. Applicants for Habitat houses must demonstrate their ability to pay monthly mortgage payments and have a good credit rating. They are also required to make a $1 000 down payment for the house. In addition, they must be willing to put in sweat equity hours on their own or other Habitat houses and participate in a family support program which includes classes on budgeting, home maintenance and more. Habitat for Humanity helps people break the cycle of poverty. Habitat homes reflect pride in ownership. enhance neighborhoods and provide safe housing for families. Habitat Parhrer families continue to give back to the community long after they have completed the hours they are required to spend building their own homes. Statistics show that Habitat homeowners gain more than a house, they gain self-esteem are more likely to become regular voters their children's gradesimprove and overall, they become more active and productive members of the community. PROJECT DESCRIPTION Application Page 3 (Supplemental) This project serves Temecula low-income residents and when completed will result -in the sale of new homes to two Temecula families, some of whom are currently living in subsidized housing. Five homes have already been built and the families moved into their home in June of 2008. Phase II of the project will involve the building of two additional homes. Two families will be selected when the land development phase nears completion for Phase H on the other parcel of land provided by the City. Thanks to a partnership with the City of Temecula, Phase I of the project was made possible by a disposition and development agreement between the City and Habitat. Tentative Tract Map (TTM30990) subdivided the original three existing lots into five single lots for construction of the fust five Habitat houses. In September 2005, an additional parcel of land was added that has been subdivided into two more lots for an additional two homes (Phase II). When construction begins on the next two homes it is anticipated that, 1.088 square -foot houses will be built consistent with the house plans on Phase I of the project. The per house cost estimate for construction is approximately $150,000. Actual costs will vary on donated material. Labor will be provided by professional tradesman as well as 300 to 500 volunteers. Sponsorships for the homes in the past have included Centex Homes (to complete an entire home), Bank of America ($75,000), Thrivent Financial ($68,000) Dixieline Lumber ($100 000), Archstone-Smith ($10,000), California Bank and Trust ($10,000), the City of Temecula ($20,000 from four previously awarded grants) Guidant ($15,000), Friends of Habitat Program ($19,700) and the Realtor® Program (835.000) as well as cash on hand. Phase H of the project has an anticipated construction start date in late 2011. The project is being managed by the Habitat Construction Team whose members include personnel with extensive experience from from both Centex Homes and KB Homes as well as a paid Habitat Project Coordinator. Other volunteer teams supporting the proiect include Fundraising Family Selection Family Support, and Covenant Church relations. Members of the Board of Director act in both an oversight role as well as performing as active leaders volunteers and the various teams. Members of the local Habitat for Humanity High School Affiliates (Temecula Valley Chaparral, Great Oaks and Murrieta Vista chapters) will also be involved. PAST PROJECT BENEFITS Application Page 4 (Supplemental) Habitat for Humanity Inland Valley successfully completed construction of two Old Town Temecula houses in September 2000 and then five homes most recently in June of 2008, The seven families who bought these homes are living the American Dream of homeownership, something that would not have been possible without the band -up from Habitat and the City of Temecula. The families are contributing to Temecula as responsible tax -paying citizens and their well-maintained homes display pride in ownership. Long ago they had satisfied their original commitment to Habitat, the owners of both homes continued to give back to the community by volunteering their time to the affiliate. Building houses does more that help provide shelter for those in need. It fosters friendship, breaks down barriers and changes lives. In addition thanks to our stringent and comprehensive application process, not only do the homeowners benefit. Even applicants that are denied gain as they get a better understanding for their financial picture and what is needed to be come a homeowner. Denied applicants report life -changes as a result of the process. The benefits of the work of Habitat for Humanity Inland Valley also extend to volunteers. The program provides people -to -people partnerships that draw families and communities together. Habitat also offers opportunities for high school students to get involved while paving the foundation for lifelong community service commitment. Habitat gives the students leadership opportunities, exposes them to local socio-economic problems and provides them with a chance to be part of the solution. With over 60 applicants in the last Family Selection process, now more than ever, it is apparent that the need for affordable housing exist in Temecula. A drive down Sixth Street or Pujol Street still give the hundreds of volunteers who helped in both projects, the opportunity to see direct and tangible results of their efforts — right here in Temecula. In June of 2010, Habitat for Humanity Inland valley was selected as one of 163 affiliates nationwide to participate in the Neighborhood Stabilization Program (NSP). We have already assisted 10 families with this project. Launching this new program offers a real solutions to the foreclosure crisis. Our goal as an agency has always been to improve living conditions while providing services to as many families as possible in the Inland Valley. This program main focus is on improving housing conditions while partnering with our community organizations to provide services that enhance the overall quality of life across struggling neighborhoods. PAST PROJECT BENEFITS Application Page 5 - (Supplemental) In August of 2006 our affiliate sponsored a home in Jackson, Mississippi and completed a 5 -day Blitz Build to support a Katrina victim. Fourteen volunteers from Temecula traveled to the region and completed the home with funds raised locally. In addition, other programs have been created to assist local Temecula residents. In 2007, secondary services for denied Habitat applicants were finalized with partnerships for assistance being established. Through this effort, in the summer of 2007, a formerly denied Habitat applicant was successfully able to purchase a home as a result of these services. Our Helping Hands project, a home. repair and maintenance program continues to assist Temecula residents with over 15 proiects completed to date. Although the grant did not fund these programs, the support received has indirectly assisted with the continuation of these programs. Also, in March of 2007, a new program, the Building Futures Program, was initiated and continues to assist at -risk teens through the creation of a construction apprenticeship program held in conjunction with Safe Alternatives for Everyone (S.A.F.E.) The above programs directly benefit Temecula residents. Most recently, the organization has opened two Restores, retail outlets offering low-cost home improvement items to the public. The store provides the opportunity for those in the community to upgrade their homes at a low cost while creating a revenue stream to help support future building. Habitat for Humanity® Habitat for Humanity Inland Valley Mission Statement (new) The mission of Habitat for Humanity Inland Valley, in partnership with God, is to facilitate the dream of homeownership as well as improve living conditions for those in the community. Habitat gives a "hand -up, not a hand-out" Mission Statement (old) The mission of Habitat for Humanity Inland Valley is to provide simple, affordable housing for those in need in the community. Habitat gives "a hand -up, not a hand-out." Inland Valley_ lit Habitat for Humanity® Current Board of Directors Executive Committee: Gary Thornhill President Ron Roberts Vice -President Ramon Beltre Treasurer Tierra Verde, Inc. Temecula Councilperson Citi Bank Lorie Schulenberg California Bank and Trust Co -Treasurer Connie French Retired Secretary Board Members: Dave Blake National University Bernie Bermante Retired Retired My REO Management Founder/Temecula Methodist Church Retired Van Avery Prep DN Associates Rancon Realty Geoff Rice Bank of America Senior Management: Tammy Marine Executive Director Estella Cline Brad Eskildsen David French Luanne Jobgen Christine McCusker David Neault Vicki Puterbaugh 12:45 PM 08/04/10 Cash Basis Habitat for Humanity Inland Valley Profit & Loss July 2009 through June 2010' Income ReStore Income - Sales Tax Collected Donations/Grants Sales Revenue Resale Merchandise E -Bay Store Deposits Over/Short Sales Revenue - Other Total Sales Revenue Total Restore Income Bank Interest Donations Income Chile Relief Haiti Relief General Donations Covenant Church Donations International Donations Grants CAP Grant Grants - Other Total Grants Total Donations Income General Fundraising Income Home for the Holidays Direct Mail Campaign Other Total General Fundraising Income Total Income Expense CAP Expenses 69,144.78 NSP Expenses Contingency 35,364.89 Marketing - 6,394.51 Interim Maintenance -3,134.24 Insurance 44.00 Escrow 3,822.75 Inspections 1,456.00 Rehabilitation Costs 53,226.77 Jul'08-Jun 10 2.41 106.60 1,282.00 279,79154 -12.55 413,233.33 694,296.32 694,405.33 172.33 47.50 130.03 6,039.02 3,355.08 841.60 59,951.89 32,697.00 92,648.89 103,062.12 4,441.65 3,975.00 37,040.06 45,456.71 843,096.49 Total NSP Expenses 97,174.68 ReStore Expenses ReStore Start -Up Expenses Tenant Improvements 4,372.04 Total ReStore Start -Up Expenses 4,372.04 ReStore Operating Depreciation Expense 0.00 Truck Truck Insurance 1,336.00 Vehicle Registration 543.00 Fuel 3,139.11 Maintenance & Repairs 2,651.07 Total Truck - - 7,669.18. E -Bay Store Expenses 140,617.33 Telephone/Intemet 6,920.09 Equipment Rental 28.13 Advertising/Promotion 21,103.05 Landscape Expense 3,000.00 Merchant Account Fees 7,882.93 Page 1 12:45 PM 08/04/10 Cash Basis Habitat for Humanity Inland Valley Profit & Loss July 2009 through June 2010 Jul '09 -Jun 10 Repairs & Maintenance -... Fire Inspections&Monitoring- - - - - _ - _._. ..915.81___ Repairs -& Maintenance -Other - 2,399.05 Total Repairs & Maintenance Rent Equipment Building Total Rent Utilities Trash Water Gas Electric Total Utilities Employee Expense Training Employee Benefits 401k 279.00 Supplemental Benefits - Mac 1,518.42 Medical Benefits - POP - - - 1,726.80 Employee Benefits - Other 153.85 Total Employee Benefits 3,678.07 Workers' Comp 8,745.00 Payroll Taxes 26,736.58 Wages 105,678.31 State Payroll Taxes 252.63 Federal Payroll Taxes 1,522.75 3,314.86 418.51 153,400.56 153,819.07- 1244.43 2,114.00 215.67 7,441.49 11,015.59 450.00 Total Employee Expense Insurance Store Supplies Printing Property Owner Assn Dues Miscellaneous Total ReStore Operating Total ReStore Expenses Construction Habitat Way Construction Miscellaneous Total Habitat Way Construction Habitat Way Prebuild Miscellaneous Development Costs Miscellaneous Development Costs 147,063.34 2,754.03 5,670.17 845.00 2,658.42 48,415.76 562,776:95 567,148.99 38.41 38.41 -995.00 Total Miscellaneous Development Costs -995.00 Total Habitat Way Prebuild -995.00 Total Construction -956.59 Public Relations Newsletter 756.00 Community Relations 4,500.75 Misc. Expense - 1,275.21 Recognitions 2,987.96 Supplies 1,892.14 Total Public Relations 11,412.06 Fundraising Expense Thanksgiving Letter - 508.56 Other 21,320.46 Page 2 12:45 PM 08/04(10.:.. Cash Basis -.. Habitat for Humanity Inland Valley- Profit & Loss July 2009 through June 2010 Jul '09 - Jun 10 Total Fundraising Expense _. - - _. _. _ _ - _. - — 21,829.02 Helping Hands Outside Services Bookkeeping 4,076.62 Clerical 240.00 T Support - 2,05Z50 Tax Preparation Fee 350.00 2,051.01 Total Outside Services Other Conference & Seminars Manuals Misc. Expense Web Site Total Other Office Misc. Expense PO Box Rental Postage Printing & Copying Supplies Telephone Total Office Insurance 6,719.12 3,045.02 1,233.03 4,423.04 279.63 8,980.72 2,131.10 123.00 998.27 437.50 5,637.44 5,309.29 14,636.60 Directors and Officers 170.00 Property 809.97 General Liability - 2940 00 Volunteer Insurance 131.00 Builders Program 1,963.00 Officers & Directors - 510.00 Total Insurance Employee Expense Employee Benefits 401k 415.02 Supplemental Benefits - Afiac 201.00 Medical Benefits - POP - 4,085.73 Employee Benefits - Other 2,458.27 6,523.97 Total Employee Benefits 7,160.02 Payroll Fees Payroll Taxes Payroll Wages Federal Payroll Taxes Mileage Misc. Expense State Payroll Taxes Workers Comp. Total Employee Expense Total Expense Net Income 3 375.55 21,309.81 82,560.51 3,985.37 2,89430 359.93 576.62 1,739.00 123,961.11 928,625.47 -85,528.98 Habitat for Humanity Inland Valley Balance Sheet As of June 30, 2010 ASSETS -- - Current Assets Checking/Savings PayPai CB E -Bay Store Account CB Operating AccL CB Reserve Acct Total Checking/Savings Other Current Assets Credit Cards Receivable - ReSto Total Other Current Assets Total Current Assets Fixed Assets Vehicles Accumulated Depreciation - Truc Truck - ReStore Total Vehicles Equipment Accumulated Depreciation - Equi Equipment Purchases - Restore Total Equipment 146,223.46 -6,448.00 20,150.00 13,702.00 -150.00 613.77 463.77 Total Fixed Assets 14,165.77 Other Assets Security Deposit - ReStore 11,600.00 Silent Second Trust Deeds Van Worth 2nd Trust Deed 24,000.00 Gonzalez 2nd Trust Deed 24,000.00 Cochran 2nd Trust Deed - 12,550.00 Muro 2nd Trust Deed 121,500.00 Alcantar 2nd Trust Deed 121,500.00 Pleasant 2nd Trust Deed 121,500.00 Cabulagan 2nd Trust Deed 121500.00 Castaneda 2nd Trust Deed 121500.00 Total Silent Second Trust Deeds 668,050.00 Castaneda 1st Trust Deed. 92,675.00 Alcantar 1st Trust Deed 92,675.00 Cochran 1st Trust Deed 41,732.00 Gonzalez 1st Trust Deed 50,560.06 Van Worth 1st Trust Deed 52,540.10 Cabulagan 1st Trust Deed 92,935.00 Muro 1st Trust Deed 92,675.00 Pleasant 1st Trust Deed 92,950.00 Total Other Assets 1,288,392.16 TOTAL ASSETS 1,448,781.39 LIABILITIES 8 EQUITY Liabilities Current Liabilities Credit Cards California Bank and Trust VISA 4,063.23 Total Credit Cards Other Current Liabilities Sales Tax Payable - ReStore Escrow Funds Family Support Section 125 Plan Lake Elsinore ReStore Fund Temecula ReStore Fund 4,063.23 6,586.57 1505.00 -852.78 408.08 146.68 Page 1 • _12:41 PM 08/04/10_..... Cash Basis Habitat for Humanity Inland Valley Balance Sheet As of June 30, 2010 Alcantar Impound Castaneda Impound Mum Impound Cabulagan bnpound Pleasant Impound Vista Murrieta HS Van Worth bnpound Temecula Valley High School Kanavel Impound Great Oak High School Gonzalez Impound Cochran Impound Chaparral High School Total Escrow Funds Jun 30, 10 ._:.619.09 _. .655.40 795.88 480.70 647.16. 237.80 -330.57 1,728.51 -271.08 -26.03 333.15 -196.42 910.80 6,791.37 Total Other Current Liabilities 13,377.94 Total Current Liabilities Long Term Liabilities Habitat Way Street Maintenance 1,130.00 Total Long Tenn Liabilities 9,314.71 1,130.00 Total Liabilities 10,444.71 Equity Opening Bal Equity Retained Earnings Net Income Total Equity TOTAL LIABILITIES 8. EQUITY 1,614,584.09 -90,718.43 -85,528.98 1,438,336.68 1,448,781.39 Board of Directors Gary Thornhill President Ron Roberts Vice President Connie French - -- Secretary Ram6n Beltre Treasurer Lorie Schulenberg AssistantTreasurer Dave Blake Bernie Bramante Estella Cline Brad Eskildsen Craig Evans David French Luanne Jobgen Christine McCusker David Neault Vicki Puterbaugh Geoff Rice Tammy Marine Executive Director Federal Tax ID 33-0461804 August 5, 2010 ON OF E-mre11IA AUG1 1 2010 FINANCE L)EpT. Judy McNabb. Community Service Funding City of Temecula 43200 Business Park Drive Temecula, CA 92590 Dear Judy: Now more than ever. Help Build It! Enclosed is our application for funds from the Fiscal Year 2010-2011 Community Service Funding Program. We are sincerely appreciative of the support the City of Temecula provides and thank you for the opportunity to apply. If you have any questions or need further assistance, please contact me at (951) 296- 3362. Thank you for your consideration. e, Executi - i 'rector Encs: Application and one copy 27475 Ynez Road #390, Temecula. CA 92591 Phone: (951) 296-3363 Fax: (951) 296-3363 tnvw.habnat4inlandvaliev.ore CITY OF TEMECULA SEP 1 5 201r FISCAL YEAR 2010-11 MANCE Epr, COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) T PROJECT INFORMATION Amount Requested: $ $5 , 000 Project Name: Winning at Work Program Project Start Date: November 2010 Project End Date: June 2011 (Maximum allowable $5,000) ORGANIZATION INFORMATION Name of Organization: Healthy Management Diabetes Education (HMDE) Contact Name: Kaishawn McDuffie, RN, CDE Title/Position: President/CEO Mailing Address: 40335 Winchester Rd., E240, Temecula, CA 92591 Telephone: 951-660-5547 Year Organization Founded: 2004 Number of Paid Staff: 4 Number of Volunteers: 16 Temecula and Murrieta Geographic Area(s) Served: Is this organization incorporated in California as a non-profit organization? Yes X No Effective Date: 2004 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: November 19, 2004 Federal identification number: 43-2068059 State identification number: 2586612 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application — Page 1 x Members -at -Large FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. "Educate the entire community on diabetes awareness. Empower individuals to successfully manage diabetes on a daily basis. Provide tools and re- sources to improve their quality of life by analyzing patient data and comparing it to national standards of the American Diabetes Association (ADA) . " HMDE provides diabetes management classes, support groups, on-site screenings, health fairs and online education provided to the Temecula Valley at no cost. The current staff is equipped to maintain and grow these programs and services to the overall community. Letters and success stories from City Councilman Douglas McAllister, Dr. Thomas LoBue, health professionals and people with diabetes can attest to HMDE's impact on the lives of residents. With oversight by the Board of Directors, HMDE is very careful to manage its funds and resources wisely for services provided in the present, while keeping an alert eye on the future and prudent expansion. HMDE is not affiliated with any political, religious or social activity. HMDE uses pre- and post -class evaluations to measure increases in partici- pants' health knowledge. Client surveys provide feedback, suggestions, and qualitative data about improved health and emotional well-being. Application - Page 2 How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be. purchased -and why. Include -a-detailed budget and a schedule of significant activities related to. this project. You may attaches maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Each Winning at Work event brings vital information to a new group of residents in potential need, often people who do not even realize their risk for diabetes until provided with on-site screening results. By providing resources, information, and conducting on -the -spot diabetes screenings! HMDE can make referrals to health care providers. The cost per person is usually less than $5.00, and this community event has the real potential to increase awareness before devastating complications take effect. The Fair is staffed by a Registered Nurse/Certified Diabetes Educator and five volunteers. Objective: To provide increased community screening and initial information to 200 - 500 Temecula residents by June 2011. Supply Budget for Community Diabetes Health Fair - Total $5,000 a. Diabetes Class Handouts - 1000 x $1.00 = $1,000 b. Registered Nurse (onsite screenings/education & follow up education) 64 hours x $40 = $2,560 c. Spanish Interpreters (onsite screenings/education & follow up education) 64 hours x $16.50 = $1,056 d. Medical Supplies/Samples/Test Kits = $ 384 The 64 hours represent 8 hours for each of the four events for a total of 32 hours and a total of 32 hours for follow up education after the events. Tentative Timeline Nov. 12 - Confirm January workshop date for (Business #1) Dec. 10 - Have marketing piece to Human Resources staff Dec. 12 - Confirm February workshop date for (Business #2) Jan. 10 - Have marketing piece to Human Resources staff Jan. 2011 - Hold workshop Feb. 2011 - Hold workshop Feb. 12 - Confirm April workshop date for (Business #3) Mar. 10 - Have marketing piece to Human Resources staff Apr. 2011 - Hold workshop Apr. 12 - Confirm June workshop date for (Business #4) May 10 - Have marketing piece to Human Resources staff Jun. 2011 - Hold workshop Jul. 1 - Complete written report of grant project Application - Page 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecularesidentsbenefited. Healthy Medical Diabetes Education did not receive a grant from the City of Temecula in 2009-2010. Application - Page 4 SIGNATURE PAGE Wehereby certify the information contained in this application is true to the best of our knowledge and belief. PREPAREDBY: Renee Miller, writer - The Wright Image NAME and TITLE (Please Print or Type) SIGNATURE: ,4 -AA- PRESIDENT or 1\60 - AUTHORIZED OFFICER: Kaishawn McDuffie, RN, CDE President SIGNATURE: n . - /NAME and TITLE (Please Print or Type) itto / ✓ / ORGANIZATION NAME: Healthy Management Diabetes Education MAILING ADDRESS: 40335 Winchester Rd., E240 TELEPHONE: Temecula, CA 92591 951-660-5547 DATED THIS 14th Of September , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 City of Temecula 2010 2011 Community Service Funding Program Health Management Diabetes Education Supplemental Page Diabetes is ranked seventh for cause of death in Riverside County and is a significant contributor to heart disease and stroke. In many cases, people die of complications related to diabetes, more so than of the disease itself. HMDE currently provides free accurate diabetes education and maintenance through in-person classes and support groups, workplace events, and online resources to sufferers and their family members in the Temecula Valley. The diabetes classes (English & Spanish) provide those at risk and those with diabetes the knowledge and strategies needed to live healthfully with their disease. The Winning At Work Program promotes diabetes awareness and offers initial information about diabetes for those who are at risk, who have recently been diagnosed and are interested in learning about their disease. Working in collaboration with the ADA, HMDE will bring vendors and local services to the workplace, along with educational presentations, to create mini -health fairs and will include screening. During the 2010-11 fiscal year HMDE will coordinate four presentations with the ADA based on HMDE's referrals and inquiries from local businesses with 250 or more employees in order for these presentations to have the greatest workplace impact. Targeted businesses are Abbott Vascular, Professional Hospital Supply, International Rectifier/Hexfet, Channell Commercial Corp., Milgard Manufacturing, Millipore, Opto 22, Plant CML, Tension Envelope, Southwest Traders, Magnecomp, Temecula Valley Unified School District and The Scotts Company. 990 -EZ ..- oftteTtea%urge Return ofOc=sem iw From Income Tax Undersection503 - - ` the foundation) rnal Revenue Code organizations (eRCept tin - J� ami' asdefned in section 5120»(13) mustfle Form 990private 5. M mer 1515 w gross revery5 l� S 0 and (fit assets less than 52.500,000 at the end of the •. The organization mpy have to use a copy of this ,earn to satisfy state reporting requiremerds. For the 2008 calendar year, or tax year beginning Check if applicable:.. C .... - . . Address change use HEALTHY MANAGEMENT Name flangem 40335 WINCHESTERROADE240 Inial return -TEMECULA,- CA 92591 911 Temanation Specific - Amended return Irtstruc- Ira 12/01 mg , 2008, and ending 11/30 • Section 501(cX3) organizations and 4447(aX7) nonexempt charitable trusts must attach a completed Schedule A (Font; 990 or 990 -EZ): 2008 , 2009 O -EmploywWmnGncation nanne ... 43-2068059 E Telephone number 951-660-5547 F Group Exemption Number G Accounting method: U Cash UJ Accrual Other (specify) 11 Check ► X if the organization is not Website: • N/A required to Schedule B (Form 990, anitation txhe (check only one) — !XI 501(c) (3) • (insert la.) 1 14947(x)(1) w 1527 1WI-EZ, or 990 -PF). ,Check ► if the organization is not -a section 509(a)(3) supporting organisation and its gross receipts are normally not more than »,000. ATetum is not required, but if the organization chooses to file a return, be sure o file a complete return. .d lines 5b, 6b, and 7b, to line 9 to determine gross receipts; if $1,000,000 or more, file Form 990 instead of Form 990 -EZ Revenue, Expenses, and Changes in Net Assets or Fund Balances (See the instructions for Part 1.) 1 Contributions, gifts, grants, and similar amounts received - 1 2 Program service revenue including government fees and contracts. 3 Membership dues and assessments `.4 Investment income ":5a Gross amount from sale of assets other than inventory b Less: cost or other basis and sales expenses c Gain or (loss) from sale of assets other than inventory (Subtract In 5bfrom In 5a) (att sch) 6 Special events and activities (complete applicable parts of Schedule G). lf.any amount is from gaming, check here a Gross revenue (not including $ of contributions reported on line 1) $ 57,072. Sa 5b 24,264. 32,808. b Less: direct expenses other than fundraising expenses c Net income or (loss) from special events and activities (Subtract line 6b from fine 6a) 7a Gross sales of inventory, less returns and allowances b Less: cost of goods sold c Gross profit or (loss) from sales of inventory (Subtract line 7b from line 7a) Otter revenue (describe ► 6a 6b 7a lb Total revenue (add lines 1, 2, 3, 4, 5c, 6c, 7c, and 8) 10 Grants and similar amounts paid (attach schedule) '10 ).. 8 ► 9 •'Benefits paid to or for members Salaries, other compensation, and employee benefits Professional fees and other payments"to independent contractors Occupancy, rent, utilities, and maintenance 'Printing, publications, postage, and shipping - Other expenses (describe-► SEE STATEMENT 1 Total er menses (add lines 10 through 16) Excess or (deficit) for the year (Subtract line 17 from line 9) Net assets or fund balances at beginning of year (from line 27, column (A)) (must agree with end -of -year 19 29 figure reported on prior year's return) - Other changes in net assets or fund balances (attach explanation) I210 —7, 7.71 Net_ assets or fund balances at end ofyear. Combine lines 18 through 20 Balance Sheets. If Total assets on line 25, column (B) are $2,500,000 or mo e, file Form 990 instead o Form 990 -EZ. (See the instructions for Part 11.) (A) Beginning of year I (B) End of year 14,493. 22 57,072 )..:. 16 17 69, 032 - ash, savings, and investments id and buildings - er-assets (describe ► SEE STATEMENT 2 ) assets #iabilitaes (describe ► SEE STATEMENT 3 ) .or fund balances (line 27 of column (8) must agree with line 21) yct.and Paperwork Reduction Act Notice, see the instructions for Form 990. TEEA08031. 09/18/08 23 2,774. 72. 24 14,565- 25 10,376. 26 7. 2,781. 10,552. -7,771. Form 990 -EZ (2008) 4,189. 27 43-2068059 Paget EZ (2008) HEALTHY MANAC NT Statement of ProgramServiceA 4See the instructions.) Expenses the organization's primary exempt purpose? TO PROVIDE D • Iv ff EDUCATION (Required for 501(c)(3) be what was achieved in carrying out the organ¢ations exempt ppurposes. in a clear and concise manner, - and 4) organizations and ' flier I nt nformation for each - - 4947 a)(i) trusts; optional .ibe the services provided, the number of personsbeneTded', oero re eva �..a-:.• title.-_.___ _ - for othersJ ,:._DIABETIC COUNSELING & EDUCATION (,rants $ ) If this amount includes foreign grants, check here I 1 28a `.CRMO FOUNDATION - PROVIDED DIABETES EDUCATION � Psi :Grants $ - - - - )- If this amount. includes foreign grants, check here I 1 2Ba =,VERIZON FOUNDATION -PROVIDED DIABETES EDUCATION .j Grants $ 18,000.) If this amount inctkxks fireign grants, check here 30a - Via'.p her program services (attach schedule). SEE • •STA!EMENT- 4 amount includes foreign grants, check here n 3i a 677 . --< .: a rants $ 6, 355 .) If this = , •rogram service expenses (add lines 28a through 3iaj 32 677. List of Officers, Directors Trustees, and Key Employees. (List each one even if not compensated. See the instrs.). • - per week devoted to posdcon notCpaid, entetr -n0-.t)f emp((ldoy)e(ebbnetrniehfudhopnlasntso and(e) deterred compensation Expense account and other allowances � � (a) Name and address rrs `., "gWN MCDUFFIE PRESIDENT &CEO 20.00 2,739. 0. 0. a WINCHESTER ROAD E240 _ n9v iU.A, CA 92591 '-GIPSON s WINCHESTER ROAD E240 SECRETARY 1.00 0. 0. 0. -,d} .:H �s•' BREWER S, , WT�NCBESTER ROAD E240 _ rys, BOARD MEMBER 1.00 0. 0. 0. LEWIS _ BOARD MEMBER 1.00 0. 0. 0. EZ99__ _IITAPIP0113.k a. - C$91 MAT $$ -te 1NCI STia Z 9__ BOARD MEMBER 1.00 0. 0. 0. +. •'r x y - $ " , CA 92591 MCDUFFIE WINCHESTER ROAD E240 ,«;,.w,:,,..•. c CA 92562 BOARD MEMBEEj 0: 0. 0. # "s-'CKLUND WZNCHESTFag4AD_wag BOARD MEMBER 1.00 0. 0. 0. _: trA, CA 92591 BAYLOR IIINCH>: STER ROAD E240 nd9 , CA 92591 BOARD MEMBER 1.00 0. 0. 0. i- dF orm -EZ -(2008)- HEALTHY -MANA6hrfENT_ _ 43-2068059 Other Information (Note the a nt"f eg li ett$etsf irl.Gealerahlnstruction V.) No Did the organization engage in any activitynot previously reported to The lRS If 'Yes,' attach a detailed description of each activityWere any changes: made to the organizing or goreming.datumeitshiltnot teported to fire IRS? 1fYes; attach a -conformed copy of the changes ,If the organization had income from laciness activities, such as those reported on lines 2,6a, and 7a (among others), but not reported on Form 99O -T, .attach -a statement explaining your reason for not repedingtheincone on Fom1990-T..... idthe organization have unrelated business gross income of $1,000 or more or 6033(e) notice, reporting, and oxy tax requirements? - - - 'Yes,' has it filed a tax return on Form T for this year?. .. - ...... ................... :Was there a liquidation, dissolution, termination, or substantial contraction during the year? If 'Yes,' complete applicable parts of Schedule N ter amount of political:expendttures, direct or indirect, as described in instructions 37ai 0 id the organization file Form 1120-POL for this year? id the organization borrow from, or make any loans to, any officer, director, trustee, or key employee or were ny such loans made in a prior year and still unpaid at the start of the period covered by this return 'Yes,' complete Schedule L, Part II and enter the total cunt involved 1(c)(7) organizations. Enter: iation fees and capital contributions included on line 9 ross receipts, included on line 9, for public use of club facilities 36b 39b 1(c)(3) organizations. Enter amount of tax imposed on the organization during the year under: tion 4911 I 0 . ; section 4912. 0 - ; section 4955 ► N/A N/A N/A 0. 1(c)(3) and (4) organizations. Did the organization engage in any section 4958 exca s benefit transaction during the ar.or did it become aware of an excess benefit transaction from a prior year? >es,' complete Schedule L, Part 1 er amount of tax imposed on organization managers or disqualified persons during the under sections 4912, 4955, and 4958. - ► - 0 37 er amount of tax on line 40c reimbursed by the organization 0 '.organizations. At any time during the tax year, was the organization a party to a prohibited tax elter transaction? If 'Yes,' complete Form 8886-T e states with which a copy of this return is filed ► NONE - - 40b books are in care of ► KAISHAWN MCDLIFFIE atedat► 40335 WINCHESTER ROAD E240 TEMECULA CA ,Ay time during the calendar year, did the organization have an interest in or a signature or other authority over a aiteial account m a foreign country (such as a bank account, securities account, or other financial account)? `es,' enter the name of the foreign country:.. Telephone no. 1-951-660-5547 ZIP+41-92591 9e;instructions for exceptions and filing requirements for Form TD F90-22.1, Report of a Foreign Bank and Financial Accounts. anytime during the calendar year, did the organization maintain an office outside of the U.S.? Yea,' enter the name of the foreign country:.. ► en 4947(4)(1) nonexempt charitable trusts filing Form 990 -EZ in lieu of Form 1041 — Check here ► ❑ N/A `- anter the amount of tax-exempt interest received or accrued during the tax year N/A the organization maintain any donor advised funds? If 'Yes, Form 990 must be completed instead >fln,990-EZ related organization a controlled entity of the organization within the meaning of section 512(6)(13)? If 'Yes,' must be corn r leted instead of Form 990 -EZ TEEA081t 01/14/09 Yes No X 45 X Fo m 990 -EZ (2008) le 62 C2008) HEALTHY MANAGEne;NT _ -_-- 43-2068059 Page4 Section 501(c)(3) organizations only./.111 All ion'SO1(c)(3) organizations must answer questions 46-49 and complete the tables for lines-50rariC �; SEE STATEMENT 5 Yes No :the organization engage in direct or indirect political camparf#n.activitles on behalf of or in opposition to candidates 46 X ublic office?If'Yes,'_complete Schedule C, Pad 11 ._. the organization engage in lobbying activities? If'Yes; complete Schedule 0, Part II - :. 47 X organization operatinga school asdescribed in section 170(b)(1)(A)(i)? If Yes,' complete Schedule E ...... .... 48 X tte organization make any transfers to an exempt non -charitable related organization? ... 49a X Yes; was the related organization(s) a section 527 organization' - - 49b tmpiete this table for -the five highest compensated employees (other than officers, directors, trustees and key employees) who each ived more than $100 000 of corn ensafion from the or 'station . If there is none, enter 'None? @)T to aM average . `Cc) Compensation (d)Contributions toemployee (e) Expense ::(a) Name arM address of eadr empbyee paid hours per week deferred comet: median account and ..u..o mom„ t1f}fl devoted to posWon. other allowances s�4i:atherempl,'-- ,.idover $100,000 Tete this table for the five highest compensated independent contractors who each received more than $100,000 of compensation kte:organization. if there is none, enter 'None.' (c) Compensation 'it^ =.-r of other independent contractors receivin. over $100,000 Under penalties of penury, I declare that I have exami ed this return, including accompanying schedules and statements. and to the best of , correct, and completeDeclaration of prepare, office is based on alt inmiation of which preparer has any knowledge. Signature of officer KAISHAWN MCDUFFIE Type or print name and title. knowledge and her,et, it is lit TSm S CON Date PRESIDENT & CEO iy ureefs ® BETE 9 rcPA :p;, ims name (or MCLEAN, ROTHERHAM & CO, CPA'S ynpfs_irself. ► 38760 SKY CANYON DRIVE, SUITE C and MURRIETA, CA 92563-2562 2/11/10 Check' self- employed EIN > N/A Phone no. (951) 699-1040 . S`diiscuss this return with the preparer shown above? See instructions Form 990 -EZ (2008) 1EEA691a 01/14/09 one No. 1545-0047 Public Charity -&S#0 Public -Support 2008 - To be completed by all section 507 (b .» nr aniaations and section 4947(aX1) nonexempt.c le trusts. ma - - • Attach to Form 990 or Fonn 990 -EZ: '- See separate insbvctlons. ;,. Employeridentifuation number 4:=;AGEMENT 43-2068059 on for Public Cha Status, All ofaanizatjons must com.lete this •art: see instructions n is not a private foundation because it is: (Please check only one organization:) , convention of churches or association of churches described in section 170(bXI)(A)0). ool described in section 170(b)(fXA)0i). (Attach Schedule E:). _ - -- — - - -- - - 'Pita' or cooperative hospital service organization described in section 170(b)(1XAXiii). (Attach Schedule H.) - 1 1 research organization operated in conjunction with a hospital described in section 170(b)(1XAXiii). Enter the hospital's ity, and state: ization operated for the benefit of a college or university owned or operated by a governmental unit described in section Xiv). (Complete Part Il.) f`I, state, or local government or governmental unit described in section 170(b)(1)(AXv). [iization that normally receives a substantial part of its support from a govemmental unit or from the general public described 170(b)(1XAXvi)• (Complete Part II.) - '., nity trust described in sectioreceives: (n170(bX1XAXvi1- (Complete Part II.)ion that membership - -- - s Les related to its normally exempt functions - subject to e than 33-1/3 certain exceptions, and (2) not from b moreothan 33-1/3% of its sup, and port from grossross i ' nt income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after • J975. See section 509(aX2). (Complete Part III.) ization organized and operated exclusively to test for public safety. See section 509(aX4). (see instructions) tion organized and operated exclusively for the benefit of, to perform the functions of, or carry out the purposes of one or q,l ciy supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that ihe.type of supporting organization and complete lines Ile through 11h. b ❑Type II c ❑ Type 111 — Functionally integrated d 9 Type I11—Other ea a n this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other {ion managers and other than one or more publicly supported organizations described in section 509(a)(1) or section ization received a written determination from the IRS that is a Type I, Type II or Type III supporting organization, box st 17, 2006, has the organization accepted any gift or contribution from any of the following persons? on who directly or indirectly controls, either alone or together with persons described in (ii) and (iii) ifthe governing body of the supported organization' lily%member of a person described in (i) above' contro led entity of a person described in (1) or (ii) above' followininformation about he or.anizations the organization su•.orts. (iv) Is the (v) Did you notify organization in col. the organization in e) listed in your col. n of ggovemny your support? tlowment. Yes No Yes No 1190) 11g01) 110010 (va)Amount of support iperwork Reduction Act Notice, see the Inductions for Form 990. Schedule A (Form 990 or 990 -EZ) 2008 1EEA0401L 12/17/08 0 or 990-EZ)2008 }ft .LTHY MANAGEMENT 43-2068059 Page 2 Schedule for Organizations Described in Sections 1i0(bXIXAXiv) and.170(bX1XAXvi) only if •u checked the box on line 5, 7, orb of Part I.) fiscal year '':contributions and es received. (Do sual grants."... vied for the ;benefit and or expended (Services or isfaed to the .3 governmental tjarge. Do not tie of services or ' ;at,,lyy.furnished to ut.charge. ries 1-3 _fetal ;each person gVernmental —Supported 'dedonline 1 of the amount „1: column (0 subtract line 5 1, 560. 87 458. 75,546-. 170 944. 87,458. 75,546. 170 944 (c) 2006 -(1e4 .oin'interest, jests received rents, orne form 87,458. 75.546. 170,944. (e) 2008 (t) Total 0. 170 944. unrelated "ka, whether or 'is regularly Egg= -not include the sale of Blain in $T..IV.... Add lines 7 170, 946. from related activities, etc. (see instructions) if the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) eek this box and stop here l�tation of Public Su rt Percenta.e percentage for 2008 (line 6, column (f) divided by line 11, column (t) m ';;percentage for 2007 Schedule A, Part IV -A, line 26f ;lest -2008. If the organization did not check the box on line 13, and the line 14 is 33-1/3 % or more, check this box Theorganization qualifies as a publicly supported organization tesI - 2007. If the organization did not check a box on line 13, or 16a, and line 15 is 33-1/3% or more, check this box ❑ The -organization qualifies as a publicly supported organization cumstances test — 2008. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% e organization meets the 'facts -and -circumstances' test, check this box and stop here. Explain in Part IV how Meets the 'facts -and -circumstances' test. The organization qualifies as a publicly supported organization. L :circumstances test — 2007. If the organization did not check a box on line 13, 16a, 16b, or 17a, and tine 15 is 10% the organization meets the 'facts -and -circumstances' test, check this box and stop here. Explain in Part IV how the bets the 'facts -and -circumstances' test. The organization qualifies as a publicly supported organization - - r on. If the organization did not check a box on line, 13, 16a, 16b, 17a, or 17b, check this box and see instructions. Schedule A (Form -990 of 990 -EZ) 2008 TEEA0402L 12/17108 or -990 -EZ) 2008 -hr nLTHY MAtmczME1 Schedule for Organizations Described in Section 5a9(aX2) ou checked the box on line 9 of Part 1:.) Support tyTbeginning in)* (a) 2004 .. (b) 2005. (c) 2006 (d) 2007. . i contributions and lees usual grants ).. 43-2068059 Page3 (e) 2008 (f)Total from :merchandise sold erfgrmed, or stied in a activity tothe tax-exempt activities that are de or business levied for the benefit and or expended on ices or d by a nit to the out charge 1-5 on lines 1, m -disqualified ed on lines 2 om other than ons that erof1%of 9, loci 11, year or $5,000... d 7b ubtract line port beginning in) Y- 6 »i. interest, As received s,.rents, One form s.taxable ion 511 asses 30, 1975_. Ob business ine 10b, ess is _ not include ' -c'•1tle.sele of tamin (a) 2004 (b) 2005 (c) 2006 (d) 2007 (e) 2008 (f) Total u'9.1001, and 12.) the form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) this box and stop here ion of Public Support Percentage "tentage for 2008 (line 8, column (f) divided by line 13, column (f)) re from 2007 Schedule A. Part IV -A, line 27g n of investment Income Percenta • e percentage for 2008 (line 10c, column (t) divided by line 13, column (fp percentage from 2007 Schedule A, Part IV -A, line 27h 18 °h Mt If the organization did not check the box on line 14, and line 15 is mom than 33-1/3%, and line 17 is not %, check this box and stop here. The organization qualifies as a publicly supported organization • L -2007. If the organization did not check a box on line 14 or 19a, and line 16 is more than 33-1/3%, and line. 18 3A/3%, check this box and stop here. The organization qualifies as a publicly supported organization 1f the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions 1ffAo4o31. o1P6/o9 Schedule A (Form 990 or 990 -EZ) 2008 15 16 7 -ATEMENT 1 M 990 -EZ, PART I, LINE 16 ER EXPENSES VERTISING AND PROMOTION --- RTIZATION 0/FUEL CHARGE MEETINGS KS AND VIDEOS UTER EXPENSE BUTIONS DIT CARD PROCESSING 'An S AND MEMBERSHIP 41CATION SUPPLIES DATION 1!.TS RAFFLE URANCE REST NSE AND PERMITS S ICAL SUPPLIES ICE EXPENSES SIDE SERVICES ER OLL EXPENSE FESSIONAL FEES PLIES OSIUMS PHONE SLATOR SITE 5,188. 65. 27. -39. 612. 9,304. 189. 184. 1,365. 439. 1,847. 346. 1,092. 730. 1,288. 70. 3,957. 93. 435. 5,561. 9,558. 88. 256. 3,600. 264. 677. 3,182. 120. 7,145 TOTAL $ 57,721. ATEMENT 2 RM 990 -EZ, PART 11, LINE 24 HER ASSETS ANGIBLE ASSETS BEGINNING ENDING $ 72. $ 7. TOTAL $ 72. $ 7. ATEMENT 3 RM 990 -EZ, PART II, LINE 26 TAL LIABILITIES BEGINNING ENDING COUNTS PAYABLE AND ACCRUED EXPENSES $ 1,352. $ 1,352. REDIT CARD 9,024. 9,200. TOTAL $ 10,376. $ 10,552. = T M. LINE 31 ROGRAM SERVICE ACCOMPLISHMENTS QNVENTIONS INCLUDES CLINICAL RESEARCH INCLUDES 'IQN INCLUDES FOREIGN FOREIGN FOREIGN GRANTS: NO GRANTS: -NO GRANTS: NO TOTAL $ PROGRAM_ 0 - SERVICE GRANTS EXPENSES 1,055. 677, 300. 5,000. 6,355. $ 677. TVI ERS ASSOCIATED WITH PERSONAL BENEFIT CONTRACTS IZATION, DURING THE YEAR, RECEIVE ANY FUNDS, DIRECTLY OR PAY PREMIUMS ON A PERSONAL BENEFIT CONTRACT? NO }? ANIZATION, DURING THE YEAR, PAY PREMIUMS, DIRECTLY OR A: PERSONAL BENEFIT CONTRACT? NO Healthy Management Diabetes Education Profit& Loss December 2008 through November 2009 Dee 'OS -Nov 09 Income UncategorWd Income 366.25 Events ..6,155.00 Education Gins 26,152.71 Grants 23,300.00 Fundraiser 52,69 Symposiums 500.00 Donation 565.09: Total Income Expense insurance Liability Total Insurance Auto Pus Total Auto 67,07'.74 331.00 331.00 27.00 27,00 Bank Charges 30.00 Mambarahips & Dues 130.00 Credit Card Finance Charge 1,267.09 Taxes Stats 25,00 Portend 443.54 Total Taxes 40924 Contractors. Donee Johnson 3,031.41 Carol Farris 480,00 Ami Simon. 166,00 Rosa Espinosa 1,642.22 Patricia Hamann 46,0D Janice Mesar 855.00 Karon Moehstatter 140.00 Lancia $andoval•Translator 1,319.20 Bernardita Gipson 340.00 Joyce Beranson 1,345.00 Total Contractors 9,245.83 Reconoilatlon Discrepancies 77.19 Board Misting Meals < . 231.64 Board Muting • other 380.00 Total Board Misting 611,54 Education Books & Videos 9,304.39 Mailing 61.61 Translator 120.00 Supplies 1,847.27 Meals & Dining 3,957.16 Printing 601.26 Total Education 15,791.68 Foundation Expenses 345.57 Fundraiser Expense Supplies 284.21 Total Fundraiser Expanses 264.21 Page 1 Healthy Management Diabetes Education Profit & Loss December 2008 through November 2008 General Expenses Pager Meals Gats & Raffle Promotional Credit Card Processing Charitable Contrubltlons Miscellaneous Advertising Computer & Internet Dues and Subscriptions Licenses, Fees & Permits Medical Supplies Office Supplies Postage Printing Telephone Web Site Workers' Comp Insurance Total General Expenses Outside Services Payroll Expanses Payroll Taxes Salary•ORicer Wena Payroll Expenses • Other Total Payroll Expenses Professional Pees Bookkeeping Accounting Staff Development Legal Photography Professional Pees • Other Dec'08 • Nov 09 88.00 93.30 1,091.72 1,702.88 1,384.71 183.82 44.14 3,485.05 106.78 309.00 45.00 435.00 8,440.38 2,267.27 2,848.80 3,181.90 7,144.89 399.07 30,311.24 312.47 1,580.79 2,738.00 870,30 288:34 8,446,43 648.78 1,920.00 200.00 125,00 200.00 488.00 Total Professional Pen 3,690.76 Symposium Exponsea 676.92 Total Expense 66,960.66 Net Income 41,886.12 omit INTRRN L REVENGE SERVICE... P. O. BOX 2508 - --CINCINNATI,__ OH -.45201... Date: NOV 1 5 2005 HEALTHY MANAGEMENT DIABETES EDUCATION C/O KAISHAWN MCDUFFIE 40335 WINCHESTER RD STE E240: TEMECULA, CA 92591 uyi oyer IdentlficatlRn Numbart 43-20'68059 ,DLN:.= ' 110531120190,35 Coiitaet__ Person: TRACYAPRATER. Contact Telephone Number {877) "829-5500 xD#': 32330.. Accounting. Period Ending: Novitieber 30 `P bI-% thari!tj+ Statue, Form 990 Required Yes Effective Date o4,:14e*ptiono . November 19, 2004 Coiitribiution Deductabj.lr'ty Yes...: Advance Ruling Ending Date -: November 30, 2008 Dear Applicant: We areleased to inform p you that upon retyley). of your appli;catioxi 'for ta5c-. -. exempt status -we have determined thatyou ate -exempt from`•Federal :income tax,.. under section SOl(c).(3)of`'the Internal Revenue Code, Contrnbut one to you are:} deductible under section 170. of the Code `'.Yeu.are,'also qualified -to receive' tax deductible be. que8ts, devises, traAsfers`gr-gifts under'section ,2055:; 2806. or 2522 of the Coder;'; Because this Jetter-could help resolve any -questions. '. regarding your exempt status, you shOuid keep:.it inyour-permanent-records.. _. Organizations exempt under section 501(c)(3) -Of the Code are further claar f as either public rharities or private foundations. During. youradvance ruling; period, you will be treated as a public charity. Your advance ruliirg pexao4 begins with the effective date of .your exemption and ends with advance rung ending date . shown in theheading oia4,t e..:_Ietr Shortly before the end of your advance ruling period, we will send you. Form 8734, Support Schedule for Advance Rulings Period. You will have 90 days after' the end of your advance ruling period to r-ettrn the completed :form.. We will then notify you, in writing, about your public charity status. - - Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO/CG)' 4 IRS Deparmtent of the Treasury �i Interial Revenue Service P.O Box 2508 Cincinnati. OH 45201 E 32136 In reply t*tA Nov-. 06,`;2ff08..L 43-2068059: _:'< : 000480, HEALTHY MANAGEMENT DIABETES X-KAISHAWN MCDUFFIE 40335 WINCHESTER AID STE E240 TEMECULA CA 92591-5518 Employer Identification Number:. Person. to Cont3Gt. Toll Free Telephone Numb.* Dear Taxpayer: 433-2068059 :Jeff ,�77 82 This is in responseto your request•af Oct. tax-exempt status. Our records indicate that a determination letter :was xs:sued xn=. November 2005, that recognized;:* you as exempt from.Federal zncoine tax;.` and discloses that you are currently --exempt under section 501(c)(3)` of the Internal Revenue Code._. Our records also indicate You' .are not 'aprivate .foundation within the -: meaning of section 509(a) of the Code' because you are xiescrabed in section(s) 509(a)(1) and 170(b)C1)(A)(vi). Donors may deduct contributions to you asprovided in section. 170 of the Code.. Bequests, - legacies, devises, transfers;: or-gafts to,'you or: for your use are deductible for Federal estate and 'gift tax purposes. if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. If you have any questions, please call us at the telephone- number shown in the heading of 'this lett;er..,, Sincerely yours, Michele M. Sullivan, Oper. Mgr. Accounts Management Operations -I' HEALTHY -MANAGEMENT DIABETES,. _... . • Lois -:G. Lerner Diractor, Exempt Organizatons Rulings and Agreemeiks Enclosures: Information for.Organizatlong Exempt unti*r=4eatiji STATE OF CALIFORNIA - - - - FRANCHISE TAX BOARD PO BOX 1286 RANCHO CORDOVA CA 95741-1286 :.. In reply refer to 755:G :SIK March 11, 2005 HEALTHY MANAGEMENT DIABETES EDUCATION 23597.BRIGIN PL MURRIETA CA 92562-4810 Purpose Code Section Form of Organization Accounting Period Ending: Organization Number EDUCATIONAL 23701d Corporation November. 30 2586612 You are exempt from state franchise or income tax under th the Revenue and Taxation Code indicated above. This decision is based on information you submitted and as Your present operations continue unchanged or conform to t in your application. Any change in operation, character, the organization must be reported immediately to this offi may determine the effect on your exempt status. Any chang address must also be reported. • • section of umes that ose proposed r purpose of e so that we of name or In the event of a change in relevant statutory, administra.ive, judicial case law, a change in federal interpretation of federal la in where our opinion is based upon such aninterpretat i:on,-Or a. change in the material facts or circumstances relating to yourappli.ati.on upon �3j - trhi•ch- �h'is opinion 'i's tras'aii' rhi"s"'opini:on may 'no long-ee r be applicable. It is your responsibility to be aware of these changes sho ld they occur. This paragraph constitutes written advice,. other than a ch-ef counsel ruling, within the meaning of Revenue and Taxation Code Se•tion 21012(.a)(2). You may be required to file Form 199 (Exempt Organization Information Return) on or before the 15th day of the 5th m months) after the close of your accounting period. Please instructions with forms for requirements. • nnual nth (4 1/2 see annual You are not required to file state franchise or income tax returns March 11, 2005 HEALTHY MANAGEMENT DIABETES EDUCATION ENTITY ID : 2586612 Page 2 unless you have income subject to- :the unrelated -business in under Section 23731 of the Code. :in this'event, you are re file form 109 (Exempt Organization Business Income Tax Retu 15th day of the 5th month (4 1/2 months) after the close of accounting period. come tax quired to rn) by the your annual Please note that an exemption from federal income or other other, state taxes requires separate applications. A copy of this letter has been sent to the Registry'e M SIKICH EXEMPT ORGANIZATIONS BUSINESS ENTITIES SECTION TELEPHONE (916) 845-4092 FAX NUMBER (916) 845-0800 EO CC :KAISHAWN D. MCDUFFIE COP City of Teri 16 SEP 13'cuiu` CITY OF TEMECULA FISCAL YEAR 2010-1 1 _ I nce Depart e t COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) 2010-11 Program Submission Deadline: Wednesday, September 15, 2010 (original, plus one) PROJECT INFORMATION Amount Requested: $5000.00 (Maximum allowable $5,000) Project Name: H.E.A.R.T. for Children's Child Care Tuition Program Project Start Date: Project End Date: Ongoing Program; but any City of Temecula grant funds received will be used by June 30, 2011. ORGANIZATION INFORMATION Name of Organization: H.E.A.R.T. Inc. Foundation dba H.E.A.R.T. for Children Contact Name: Title/Position: Martha N Minkler, President Mailing Address: P.O. Box 1922, Temecula, CA 92593 Telephoner 951.506.3675, Minkler 951.696.4004 Year Organization Founded: 1984 Number of Paid Staff: 0 Number of Volunteers: 10 active; 20-25 when needed Geographic Area(s) Served: Southwest Riverside County, primarily Temecula Is this organization incorporated in Califomia as a non-profit organization? Yes Yes No Effective Date: 12-20-84 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as anon -profit: 12-20-84 Federal identification number State identification number: If "rro": 33-0078707 D1265059 This application has been authorized by the organization's: Executive Committee Board of Directors XX Members -at -Large Application — Page 1 MISSION STATEMENT The Mission of H.E.A:R.T: for Children is to provide funding for services and support to abused and neglected children and families in crisis in Southwest. Riverside County- H.E.A.R.T. for Children's goals, which translate into their four ongoing programs, are: Therapy Funding Program:- toprovide hours of criticaltherapy for abused and neglected children and families in crisis. Child Care Tuition Funding Program: to underwrite funding for quality, state licensed child care for children who would otherwise be left home or on the streets alone. Lifeline Program: to provide funding and/or services for youth who are aging out the Foster Care System Discretionary Fund: to provide specific one-time services, or fulfill a specific need, for abused and underserved children. H.E.A.R.T. for Children, a 501 (c) (3) nonprofit public benefit corporation, was founded in February 1984 as a grassroots effort to eliminate child abuse, through education, in Temecula. H.E.A.R.T. for Children is an all volunteer organization. Eighty-eight (88%) percent of all monies raised by H.E.A.R.T. go to support programs. All monies raised stay in Temecula and Southwest Riverside County. H.E.A.R.T., although not a highly visible public organization, has received consistent and ongoing support throughout the years from the local Temecula community. A few of H.E.A.R.T.'s past and present financial supporters include: City of Temecula, Third District Riverside County Supervisor Jeff Stone, Pechanga Development Corporation, Rancon Group, Temecula Associates, DCH Group, Guidant-Abbott Foundation, The Leo/Bye Foundation, Robert McCormick Tribune Foundation (Califomian Holiday Fund), The Californian, and The Press -Enterprise. However, as with many other nonprofit organizations, these past two years have been very difficult financially. This is the first year in twenty-six years of operation that H.E.A.R.T. has had to put programs on hold in order to raise funds. H.E.A.R.T. for Children is fortunate to have the services of Leslie Doherty, CPA and accountant Gloria Monchilovich, The Bookkeeper, who insure H.E.A.R.T. remains fiscally sound. H.E.A.R.T. 's leadership has included some very dedicated and well-known community philanthropists who have helped grow and sustain H.E.A.R.T. through good and bad times for the past twenty six years. During the 1980s and early 1990s, H.E.A.R.T. for Children raised money to open child care centers on Temecula elementary school sites. The first child care center opened at Vail Elementary School. H.E.A.R.T. also paid for staff salaries and supplies for that site. The second site funded by H.E.A.R.T. opened on the campus of Rancho Elementary School. The third child care center that opened at Redhawk Elementary School was a collaborative effort among Temecula Valley Unified School District, H.E.A.R.T. and the developer of Redhawk. H.E.A.R.T. has provided funding for services for thousands of Temecula's children and families in crisis over the years. Hundreds of children have benefitted from the elementary school child care centers. Over 555 abused children have received free counseling services; 191 children have benefitted from H.E.A.R.T's Child Care Tuition Funding Program; 75 Temecula high school seniors have received college scholarships, and 2 foster children have been the beneficiary's of H.E.A.R.T.'s newest Lifelines Program. H.E.A.R.T. application -Page 2, 9-10 Since its inception, H.E.A.R.T--. for Children has always been free of any type of discrimination. H.E.A:R.T. for Children does not have any political or religious affiliations. Services are available to any child and/or family in crisis in Temecula and Southwest Riverside County as long as H. E.A. R.T. has funding available and the child and/or family meets H.E:A.R.T.'s criteria 1) the child is a victim of child abuse defined within the categories of physical, emotional, sexual abuse, neglect or abandonment; 2) the child and/or family has no other financial resources available to secure the needed services; 3) the child and/or family understands that therapy funding, child care tuition funding, and Life Line services are short term...3 to 6 months...not ongoing; 4) child care tuition funding is designed to assist families defined as 'working poor" who are suffering from economic setbacks. Funding is designed to help families through times of crisis, but not intended to be long-term. H.E.A.R.T. schedules Strategic Planning workshops during which H.E.A.R.T.'s mission and goals are evaluated based on program outcomes. However, especially in terms of the Therapy Funding Program, the evaluation process is sometimes difficult due to confidentiality issues and logistical long-term tracking. Nevertheless, H.E.A.R.T. is often privileged to learn of success stories from thank you notes, therapists' reports, court or social service feedback and even newspaper articles. This feedback affirms H.E.A.R.T.'s belief that the work we support is desperately needed and very important to the health and welfare of Temecula residents. H.E.A.R.T. application — Page 3, 9-10 PROJECT DESCRIPTION H.E.A.R.T. for Children's Child Care Tuition Funding Program In 1989, deeply about the newly identified"Latch Key Child" issue, H.EAR.T. for Children, in collaboration with Riverside County Child Care Consortium (RCCCC) and the newly organized Southwest Riverside County Child Care Council (SWRCCC), established a Child Care Tuition Funding Program. Children left home alone face a multitude of potentially harmful :situations. Single parents, or parents with both partners working, who are barely making ends meet and often commuting long distances back and forth to work, are forced to place their children in harms way by leaving them home alone. H.E.A.R.T.'s Child Care Tuition Funding Program was designed to help parents in Temecula protect their children by providing short term, interim help. Initially a H.E.A.R.T. volunteer advertised the availability of funds, screened applicants, verified child care facilities were state licensed and paid child care tuition bills. As the program grew, H.E.A.R.T. contracted with a carefully screened applicant to administrate the program which she has done for the past ten or so years. In June 2010, when the last funds for the Child Care Tuition Funding Program were depleted, and lack of funding necessitated putting a hold on the program, six families remained on the waiting list. Although RCCCC & SWRCCC surprisingly recently discontinued the Child Care Tuition Funding collaborative, H.E.A.R.T. for Children is committed to continuing the program. With a committed administrator still willing to assist H.E.A.R.T., and a dedicated Board of Directors, the program will survive this temporary set -back. In addition to a carefully targeted directed mail campaign, grant requests, and two special events in the planning stages, H.E.A.R.T. would be very grateful for the City of Temecula's assistance in helping H.E:A:R.T. protect Temecula children who are in danger of being left home alone. H.E.A.R.T. Inc. Foundation dba H.E.A.R.T for Children /toco-a 0 (14 q > re 000 o 00g,q 000 0 000.o to inO 9 Q w1.6 CO § f @ § \ 0 E 0 i 27 ID- 'EtE )ƒc c us 03 <00 TOTAL REVENUE EXPENSES 2 c3 c3 7 kk� r<-- ,4 a 2 \ co 0 ƒ / c \ E % \ m § ] 2§ k\\ \ E : /a7 2 E 0 E Ea 0 CO < a -a :a7«oE7Ete_G0 \,a co0kƒo_2± :.8 0 » TOTAL EXPENSES »/(_ 0a2 5 475 §efE. 2 2 EP. %tm§ =a3c §>o @—_@c \ 2 . .0 9�a=– 7C0 Vi a0 b -(0.W« �. k�e%2. • a meq =# /�(0 o 0 — 0- C6 a) sal0 C75 0 2 •0 '- • £asa% \\e \ i\2w� §. \\\\$: PAST PROJECT BENEFITS If your organization received City of Temeculafundingin the previous year, please explain and show how Temecula residents benefited. Application - Page 5 H.E.A.R.T. for Children did not receive City of Temecula funding in 2009. H.E.A.R.T. application- Page 5, 9-10 Current Assets Cash in Bank-Rabobank :Cash In-Bank-Rabobank TCCS Prepaid Expense Total Current Assets Property and Equipment Total Property and Equipment Other Assets Total Other Assets Total Assets Current Liabilities Total Current Liabilities Long -Term Liabilities Total Long -Tenn Liabilities Total Liabilities RE.A.RT., INC. dba H.E.AR.T. for Chi Balance Sheet July 31, 2010 ASSETS 9,456.69 3,998.44 60.00 .13,515.13 0.00 0.00 $ 13,515.13 LIABILITIES AND CAPITAL 0.00 0.00 0.00 Capital Retained Earnings $ 13,287.26 Net Income 227.87 Total Capital 13,515.13 Total Liabilities & Capital $ 13,515.13 Unaudited - For Management Purposes Only HE.ART., INC. dba HEART. for Chi Income StatementFor the Seven Months Ending July 31, 2010 Revenues Income -Contributions $ 0.00 Income -Contribution TCCS 0.00 Income -Interest - 0.00 Total Revenues -: Page:1__...... Current Month Year to Date Cost of Sales Total Cost of Sales Gross Profit 0.00 $ 0.00. 0.00 0.00 0.00 0.00- - 0.00 0.00 0.00 Expenses Advertising Expense 0.00 0.00 Answering Service 60.00 0.00 Accounting Tax Preparation 0.00 0.00 Bank Service Charge 0.00 0.00 Foster Care Expense 1,001.59 0.00 Telephone Expense 0.00 0.00 Insurance 0.00 0.00 Office Expense 0.00 0.00 Permits and Fees 0.00 0.00 Taxes 0.00 0.00 Total Expenses Net Income 1,061.59 0.00 $ (1,061.59) 0.00 $ 100.00 5,000.00 3.33 1.96 97.98 0.07 0.00 5,103.33 100.00 1,803.08 35.33 380.00 7.45 100.00 1.96 30.00 0.59 1,001.59 19.63 15.79 0.31 1,410.00 27.63 44.00 0.86 81.00 1.59 10.00 0.20 4,875.46 95.53 227.87 4.47 For Management Purposes Only H.E.A.R.T Inc. Foundation dba H.E.A.R.T. for Children 2010 BUDGET Annual direct mail campaign Grants, Public Grants, Private, Corporate Interest earned Special Event Sponsorships Temecula CCS Partnership for Foster Youth, (Restricted funds) TOTAL REVENUE EXPENSES Accounting services, donated Bank charges, waived by bank Community Event participation/booth rental fees (donated) Contingency Fund Development expenses/Direct Mail Insurance, Liability, Directors and Officers Office Supplies/services (donated) Marketing/Public Relations, donated Permits/Fees Postage, donated; Post office box rental Printing/computer, donated Programs Child Care Tuition Funding Program Discretionary Fund for abused children, one-time special requests Temecula CCS Partnership for Foster Youth Lifeline Program for foster children aging out of system Therapy Funding Program Tax preparation Telephone (answering service); Minkler home office phone donated Website (donated) 7,500.00 15,000.00 10,000.00 100.00 10,000.00 5,000.00 47,600.00 100.00 3,000.00 1,410.00 100.00 44.00 15,000.00 1,676.00 5,000.00 10,000.00 10,000.00 550.00 720.00 TOTAL EXPENSES 47,600.00 INTERNAL REVENUE SERVICE DISTRICT DIRECTOR 2 CUPANIA CIRCLE MONTEREY PARK, CA 91754 Date: AUG 12 1993 HELPING ELIMINATE THROUGH EDUCATION ABUSE IN RANCHO TEMECULA INC P 0 BOX 1922 TEMECULA, CA 92593-1922 -DEPARTMENT. OF -THE TREASURY. -Employer IdentiZication Number: 33=0078707 Case Number: 953215375 Contact Person CAROLYN TSCHOPIK Contact Telephone Numberq (213)..725-.7002.. Our Letter Dated: April 30, 1985 Addendum Applies: No Dear Applicant: This modifies our letter of the above date in which we stated that you would be treated as an organization that is not private foundation until the expiration of your advance ruling period. Your exempt status under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3) is still in effect. Based on the information you submitted, we have determined that you are not a private foundation within the meaning of section 5O9(a) of the Code because you are an organization of the type described in section 509(a)(2). Grantors, and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509(a)(2) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the part of the organization that resulted in your loss of such status, or if he or she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509.(a)(2) organization. If we have indicated in the heading of this letter that an addendum applies, the addendum enclosed is an integral part of this letter. Because this letter could help resolve any questions about your private foundation status, please keep it in your permanent records. If you have any questions, please contact the person whose name and telephone number are shown above. Sinerely yours, Michael J. Quinn District Director Letter 1050 (DO/CG) v ..wf.w. I STATE OF CALIFOUNIA `ANCHISE TAX BOARD CRAMENTO. CALIFORNIA 95867 December. 20. 1984 In reply refer to 342=APP:FTS=r3s:g Helping Eliminate -Through Education Abuse in Rancho Temecula, inc. -7. O. Sox 1922 Temecula, CA 92390 Purpose Charitable and Educational Fora of Organization. : Corporation Accounting Period Ending: December ece5b r 31 'Organization -Haan On the: basis of the information submitted and provided your present operations continue unchanged or conform to those proposed in your application, you axe exempt from state franchise or income tax under Section 237018, Revenue and Taxation Coda. Any change in operation. character or purpose of the organization must be reported immediately to this office so that we may determine the effect on your exempt status. Any change of name or address also Faust be reported. you are required to fi14 Form 199 (Exempt Organization Annual aformation Return) or Form 1998 (Exempt Organization Annual Inforeation.5tetemant) on orbefore the 15th day o#.the 5th eenth.(4_ 112`ionths) aftet the close of your accounting period. tee annual instructions with forms for requirements. You are not required to file state franchise or income tax returns unless you have inoome subieot to the unrelated business inoome tax - under Section 23731 of the. Code. In this event, you ere required to file Form 109 (Exempt Organization Business Income Tax Return) by the 75th day of the 5th month (4 .1/2 months) alter the close of your annual accounting period. If.the organization is incorporating. this approval will expire unless incorporation is completed- with the Secretary of State within 60 days. Exemption from federal income or other taxes and other state taxes requires separate applications. D. Harald, Supervisor Exempt Audit Unit Telephone (800) 852-5711 co= Kathie Gray Secretary of State Registrar of Charitable Trusts FTB 4206 -ATS (REV. 10-81/8-83) CITY OF TEMECUL& CITV Of TEMrni FISCAL YEAR 2010.1'1 SEP 1 5 2010 COMMUNITY SERVICE FUNDING PROGRAM _Al IN (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5, O 0 0 Project Name: C h L&F t-Vt S &4 e_f (Maximum allowable $5,000) W e r k4--koeS Project Start Date: N 0Ver». 12., tO 10 Project End Date: 774/1.0 30, ORGANIZATION INFORMATION Name of Organization: 440 (Th‘cc, a -F -.f -kt ` t( Lec i S Contact Name: Pezfrinj z f Title/Position:K* -wtT V - Mailing Address: 2-5c>D ( ' 1. co 04 -v -e cA 9 2-51C 2— Telephone: ' 51 3-0 D- 7 K D o Number of Paid Staff: (o Year Organization Founded: 11 g Number of Volunteers: ILES tLOfl vt- n-Lu_K U -s Geographic Area(s) Served: So-u.--114w-e4-1- Sn c(r✓ Co un Is this organization incorporated in California as a non-profit organization? Yes )C No Effective Date: 19 83 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: / ' k 3 Federal identification number: q,5 - 36341e3 (Q3 / 9 State identification number 30k- 1 5- 0& 49 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Members -at -Large Application - Page 1 fpt Thal Revenue Service Department of the Treasury bistrict Director Date:. JUN $.,1983 Hospice of Sun City Incorporated 27851 Bradley Rd. Sun City, CA 92381 Dear Applicant: ployer Identification Number: Accounting riodng: December 31 Foundation Status Classification: 509(a)(1) and 170(b)(1)(A)(vi) Advance Ruling Period Ends: December 31, 1984 Person toContach I. Hill Contact Telephone Number:. (213) 688-4889 Based on information Supplied, and assuming your operations will be as Stated in your application for recognition o - ,o. we have determined you are exempt from Federal income tax under se on 501(c)(3) o the, Internal Revenue Code: Because you are a newly created organization, we are not now making a final determinationof your foundation status under section 509(a) of the Code. However; we have determined that you can reasonably be expected to be a publicly supported organization described in section 509(a)(1) and 170(b)(1)(A)(vi). Accordingly,you will be treated as a publicly supported organization, and not. ' as a private foundation, during an advance ruling period, This advance ruling period begins on the date of your inception and ends on the date shown above. Within 90 days after the end of your advance ruling period, you must submit to us information needed todetermine whether you have met the requirements of the applicable support test during the advanoe ruling period. If you establish that you have been a -publicly supported organization, you will be classified as a section 509(a)(1)or 509(a)(2) organization as long as you continue to meet the requirements of the applicable -support -test. If y-ou do not meet the public support requirements during the advance ruling period, you will be classified as a private foundation for future periods: Also, if you are classified as a private foundation, you will be treated as a private foundation from the date of your inception for purposes of sections 507(d) and 4940. Grantors and donors may rely on the determination that you are not a private foundation until 90 days after the end of your advance ruling period. If you submit the required information within the 90. days, grantors and donors may continue to rely on the advance determination until the Service makes a final determination of your foundation status. However, if notice that you will no longer be treated as a section 509(a)(1)** organization is published in the Internal Revenue Bulletin, grantors and donors may not rely on this determination after the date of such publication. Also, a grantor or donor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act that resulted in your loss of section 509(a)(1)** status, or acquired knowledge that the Internal Revenue Service had given notice that you would be removed from classification as a section 509(a)(1)** organization.. P.O. Box 2350, Los Angeles. Calif. 90053 (over) ** and section 170(b)(1)(A)(vi). Letter 1045(DO) (6-77) --- 410:23 AM 09/02/10 Accrual Basis Hospice of the: Valleys Balance Sheet As of June 30, 2010 Jun 30, 10 ASSETS .,. Current Assets Checking/Savings 1030.• Wells Fargo Relationship - - 689,876.82 1004 •.Commerce Bank Relationship ' _ 242,54923 0500 • Petty Cash _... _. ... _. - 230.00. 1018 • PayPal 6,970.02 1700-1 • Investments - 266,711.86 Total Checking/Savings . - - - -- -- 1,206,337.93 - - Other Current Assets 1303 • Bequests & Donations Receivable -137,000.00. 1300 • AR Patient Accounts ,568,605.81 .1302 • AR Room & Board - -- - 7,518.72 1330.• Other Receivable - 13,867.98- 1550 • Deposits - - 13,887.47 1501 • Prepaid Insurance 12,960.37- 1500 • Prepaid Expenses 29,398.65 Total Other Current Assets Total Current Assets Fixed Assets 1900-1 • Fixed Assets Total Fixed Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable 2000 • Accounts Payable Total Accounts Payable Credit Cards 2500 - Commerce Bank Visa Total Credit Cards Other Current Liabilities 2009 • Accounts Payable—Accrued 2110 • Accrued Payroll 2200 - Accrued Payroll Ben Liabilities 2301 - BaneLease - ESI Phone System 2400 Deferred Rent Total Other Current Liabilities 783,239.00 1,989,576.93 62,849.63 62;849.63 2,052,426.56 110,894.49 110,894.49 7,438.11 7,438.11 25,540.44 152,447.18 59,097.33 14,157.23 13,174.68 264,416.86 Total Current Liabilities 382,749.46 Total Liabilities 382,749.46 Equity 2920 • Temporarily Restricted 11,275.00 2901 • Retained Earnings --Undesignated 1,179,169.03 2902 • Opening Bal Equity 39,999.36 Net Income 439,233.71 Total Equity 1,669,677.10 TOTAL LIABILITIES & EQUITY 2,052,426.56 Page 1 10:28 AM - Hospice of the Valleys 09/02/10 _ - .... -.-- -. - Profit & Loss ..._ Accrual Basis January through June 2010 Jan - Jun 10 - Ordinary Income/Expense Income'. -- 3610 • Physician Visit Revenue 3000 • Medicare -Ben Routine --- 3010• MCD -Ben -Routine--- --- 3020 • Commercial Benefit 3060 • Charity Income Total Income Expense 4000-1 •Salaries & Benefits 5000-1 •-Patient-Related Expenses 6000-1 • Facility -Related Expenses 6500-1•Admin. Expenses 6950 • Depreciation Expense - 6999-1 • Unclassified Total Expense Net Ordinary Income Other Income/Expense Other Income - - - - - 7000-1 • Bequests, Donations & FR 7700-1 • Interest & Investment Income 45,639.58 2,500,442.90 151,748.40 4,822.24 0.00 2,702,653.12 1,735,682.49 439,194.38 72,636.24 194,160.97 9,301.73 -88.86 2,450,886.95 251,766.17 184,250.40 3,217.14 Total Other Income. 187,467.54 Net Other Income 187,467.54 Net Income - 439,233.71 Page 1 10:32 AM 09/02/10 Accrual Basis Ordinary Income/Expense Income Hospice of the Valleys Profit & Loss Budget Performance January through June 201a Jan - Jun 10 Budget - - $ Over Budget Annual Budget 3610 • Physician Visit. Revenue 45,640 -- - 34,980 10,660 - - 69,960 3000 • Medicare -Ben Routine 2,500,443 2,496,581 3,862 5,039859 3010 • MCD -Ben Routine - - - 151,748 - - 9704 142,044 - _19400 3020 • Commercial Benefit 4,822 44,100 -39,278 88,200 3060 • Charity Income - 0 : 0 0 : 0 3490 • Misc. Patient Revenue - - 0 _ 0 0 0 Total Income 2,702,653 2,585,365 117,288 5,213,419 Expense 4000-1 • Salaries & Benefits 1,735,682 1,722,147 13,535 3,508,809. 5000-1 • Patient -Related Expenses 439,194 458,710 -19,516 934,092 6000-1 • Facility -Related Expenses 72,636 72,636 0 146,187 6500-1 • Admin. Expenses 194,161 211,277 -17,116 402,841 6950 • Depreciation Expense - 9,302 9,180 122 18,360 6999-1 • Unclassified -89 Total Expense - 2,450,887 2,473,950 23,063 - 5,010,289 Net Ordinary Income 251,766 111,415 140,351 203,130 Other income/Expense Other Income 7000-1 • Bequests, Donations & FR 184,250 43,598 140,652 118,200 7700-1 • Interest & Investment Income 3,217 4,500 -1,283 9,000 Total Other Income 187,468 48,098 139,370 - 127,200 Net Other Income 187,468 48,098 139,370 127,200 Net Income 439,234 159,513 279,721 330,330 HOSPICE OF THE VALLEYS SC (A Nonprofit Corporation) AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2009 and 2008 °Ce6lie 30494 CPA INDEPENDENT AUDITOR'S REPORT To the Board of Directors of Hospice of the Valleys SC Murrieta, California 29970 Technology Drive, Suite 101. Murrieta, CA 92563 Bus: 951-698-2260 Fax: 951-698-2272 We have audited the accompanying statements of financial position of Hospice of the Valleys SC (a nonprofit corporation) as of December 31, 2009 and 2008, and the related statements of activities, and of cash flows for the years then ended. These financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles, used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hospice of the Valleys SC as of December 31, 2009 and 2008 and the changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. aD�a-e/z#, C 1 Murrieta, California May 21, 2010 HOSPICE OF THE VALLEYS SC (A. NONPROFIT CORPORATION) STATEMENTS OF FINANCIAL POSITION DECEMBER 31, 2009 AND 2008 LIABILl1ms AND NET ASSETS 2009 2008 CURRENT LIABILITIES Accounts payable $ 210,635 $ 303;536 Credit card payable 2,460 Accrued expenses 53,442 47,656 Accrued vacation payable 43,094 93,789 Current portion of obligation under capital lease 4,722 4,329 TOTAL CURRENT LIABILI'I'IES 314,353 449,310 LONG-TERM LIABILITIES Capital lease payable, net of current portion 11,745 16,468 TOTAL LONG-TERM LIABILITIES 11,745 16,468 NET ASSETS: Unrestricted net assets 1,229,998 655,110 Temporarily restricted net assets 445 15,520 TOTAL NET ASSETS 1,230,443 670,630 TOTAL Lamm '1nS AND NET ASSETS $ 1,556,541 $ 1,136,408 3 See notes to financial statements. HOSPICE OF THE VALLEYS SC (A NON-PROFIT CORPORATION) STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS YEAR ENDED DECEMBER 31, 2008 SUPPORT AND REVENUES . Net patient revenue Fundraising income Community donations Interest / dividend income Realized gains/losses on investments Unrealized gains/losses on investments Other income UNRESTRICTED. PROGRAM GENERAL AND ADMINISTRATIVE FUNDRAISING TOTAL $ ,4,487,185 $ 316,588 - $ 4,487185 - 4;487,1$5 - 57,126 57,126 57,126 316,588 - - 316,588' 16,551 16;551 4,194 4,194 - 16,551 (54,624) : 4,194 26,893 (54,624) ...(54,624) 26,893 - 26,893 TOTAL SUPPORT AND REVENUES 4,803,773 (6,986) 57,126 4,853,913 2,056,324 429,188 201,018 2,686,530 169,321 35,414. 16,600 171,573 - 22 35,884 16,821 .2244,278 ,278 18,529 - 18,529 - 25,505 - ' 25,505 278,709 13,436 - 292,145 14,238 17,171 - 31,409 21,438 - 21,438 22,807 22,807 39,467 39,467 94,503 94,503 - 1,020 16,733 17,753 663,342 . _ - 663,342 2,818 7,114 '736 10,668 3,223 22,097 1,362 26,682 6,1217,952 858 14,931 22,767 8,120 1,987 32,874 52,893 97,649 X12,206 162,749. 17,759 . _ - 17,759 39,412 19,247 _ - 58,659 127,975 3,841 8,536 .140;352 - ' 14Q352 4,623 - .4;623 21,660 - 4,623 21,660 - 21,660 3,628,265 - 922,068 299,664 4,849;998 - 4;849,998 TEMPORARILY RESTRICTED INVESTMENT INCOME TOTAL COSTS AND EXPENSES Salaries and wages Payroll taxes Employment benefits Contractual allowance expense Computer contract and supplies Contract expense Contract labor Depreciation Fundraising expenses Insurance Legal and professional Marketing and public relations Medical supplies and medications Meetings and seminars Office expense Organization dues and licenses Printing Rent Repairs and maintenance Telephone Travel and entertainment Utilities Other .TOTAL COSTS AND EXPENSES CHANGE IN NET ASSETS TRANSFERS 1,175,508 (929,054) (242,53$) 3,915 (1,175,837) 929,054 242,538 F• (4,245) 4,245 NET ASSETS, DECEMBER 31, 2007 655,440 - 655;440 '11,275 666,715 4,853,913 2,686,530 221,335 224,278 18,529 25,505 292,145 31,409 .i 21,438' 22,807 39,467 94,503 17,753 663,342 10,668 26;682 14;931 32,874 162,7491' NET ASSETS, DECEMBER 31, 2008 $ 655,111 $ $ . $ ' 655,110 - $ 15,520 $ 670,630 See notes to financial statements. 5 HOSPICE OF THEVALLEYSSC NOTES TO FINANCIAL STAt'hMENTS DECEMBER 31, 2009 AND 2008 NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business Hospice of the Valleys SC (the "Organization") is a nonprofit provider of hospice services in Southwest Riverside County, California. Through its programs, the Organization offers individualized care and support to people with life threatening illness and to their families during the illness and after death. Through their team of trained professionals and volunteers, Hospice of the Valleys SC offers hospice care, bereavement, chaplain, and volunteer support services. Approximately 84 percent of the Organization's revenue is obtained through Medicare contracts. Basis of Presentation Financial statement presentation follows the recommendation of the Financial Accounting Standards Board m its Statement of Financial Accounting Standards (SFAS) No. 117, Financial Statements of Not -for -Profit Organizations. Under SFAS No. 117, the Organization is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. The Organization has also adopted SFAS No. 116, Accounting for Contributions Received and Contributions Made. Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence or nature of any donor restrictions. Contributions of in -kind -goods and/or services are not included in the statement of activities unlessrequired by SFAS No. 116; however, significant in-kind contributions are disclosed. The Organization's temporarily restricted net assets consist of an endowment account restricted for use by the donor. The balance of this temporarily restricted account at December 31, 2009 and 2008 was $445 and $15,520 respectively. Recognition of Revenues Net patient revenue is reported at the estimated net realizable amounts from third -party payors for services rendered to patients. A substantial portion of the Organization's revenue is derived from patient charges under the Federal Medicare program from which it receives a daily rate for hospice services provided to Medicare patients. The Organization also derives a portion of its revenue from patient charges under the California Medi -Cal program and has signed contracts with health maintenance organizations and insurance companies to provideservices for less than standard rates. HOSPICE OF THE VALLEYS SC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2009 AND 2008 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Property and Equipment Property and equipment are capitalized at cost. It is the policy of the Organization to capitalize expenditures for these items in excess of $500. Lesser amounts are expensed. Property and equipment are depreciated using; the straight-line method over their estimated useful life ranging from three to ten years. Income Taxes The Organization is a not-for-profit organization that is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and did not conduct unrelated business activities. Therefore, the Organization has made no provision for federal income taxes in the accompanying financial statements. Functional Allocation of Expenses The costs of providing the various programs and activities have been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services based on specific identification. Concentrations The Organization derives significant revenues from Medicare contracts. Loss of some or all of these contracts could have a significant detrimental effect on the Organization's operations. NOTE 2 — INVESTMENTS The Organization has adopted SFAS No. 124, Accounting for Certain Investments Held by Not - for -Profit Organizations. Under SFAS No. 124, investments in marketable securities with readily determinable fair values and all investments held in debt securities are reported at their fair values in the statement of financial position. Unrealized gains and losses are included in the change in net assets. Investment income and gains restricted by a donor are reported as increases in unrestricted net assets if the restrictions are met (either by passage of time or by use) in the reporting period in which the income and gains are recognized. SPECIAL ENFORCEMENT TEAM (SET TEAM) On sight felony arrests 14 On sight misdemeanor arrests 14 Felony arrest warrants served 2 Misdemeanor arrest warrants served 5 Follow-up investigations 6 Parole/Probation Searches 16 Pedestrian Checks 25 Traffic StopsNehicle Checks 30 Crime Free Housing Checks 8 TRAFFIC Citations issued for hazardous violations 702 Grant funded D.U.I. / Traffic safety checkpoints 1 Grant funded traffic click it or ticket 0 D.U.I. Arrests 34 Non -hazardous citations 343 Stop Light Abuse/Intersection Program (S.L.A.P.) citations 131 Neighborhood Enforcement Team (N.E.T.) citations 27 Parking citations 239 School Zone 39 Seatbelts 36 Cell Phone Cites 119 Injury collisions 32 INVESTIGATIONS Beginning Caseload 122 Total Cases Assigned 59 Total Cases Closed 45 Search Warrants Served 7 Arrest 6 PROMENADE MALL TEAM Calls for service 383 Felony arrest/filings 20 Misdemeanor arrest/filings 42 Traffic Citations 120 Fingerprints/Livescans 176 Total receipts $7,382.00 SCHOOL RESOURCE OFFICERS Felony arrests 5 Misdemeanor arrests 2 Reports 182 Youth counseled 131 Meetings 76 YOUTH ACCOUNTABILITY TEAM School visits 39 Home visits 12 Presentations / Meetings 24 Drug Tests 12 Operations/Truant Sweep 0 Mission We foster reverence for life, relief of suffering, and compassion in loss for the terminally ill residents and their families of Southwest Riverside communities. Vision Recognized leader of excellence in comprehensive end -of -life care. Values We seek to embody the hospice philosophy in all we do, including: the affirmation of life, promotion of self-determination, education, understanding, and acceptance. We dedicate ourselves to the values of compassionate care, loving presence, and the sustenance of hope for those dealing with the many difficult challenges at the end of life. We believe that transformation and healing are a part of the dying process and change all who participate in this sacred experience. We advocate sensitivity, attentiveness, and respect of all persons as we honor each life entrusted to our care. We support a culture of teamwork and professional collaboration. We embrace the calling to work diligently to provide leadership as educators and advocates for the suffering and dying in our community. We hold ourselves accountable for the valuable resources which we have been given and vow to use them responsibly. We are committed to the highest standards of personal and professional ethics and integrity and maintain the highest standards of excellence in the provision of care. We continue our professional growth through advanced training and educational certification. 25240 Hancock Ave, Salle 120, Murrieta, U 92562 951-200-7800 www.hosplceohheva0eys org PROJECT DESCRIPTION,, - How will your organization use the funding awarded? Describe the project, project objectives; those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) e -e - Annliratinn — Pana Hospice of theValleys Project Description Project Objective: To provide compassionate counseling and supportive care to children: and families in our community during and after loss. Those Served: All: children and families of Southwest Riverside county Area Serviced: residents of Southwest Riverside county Number of Volunteers Involved: 25 Equipment and Services to be Purchased with Budget: • 100 hours of prep time @ $40 per hour • Continuing educational workshop on grief for 2 facilitators • Rental for facility, tables, chairs • Advertisement in local newspaper, radio, TV • Supplies for 100 individuals o Transitional objects (plant flower in loved one's memory to take home $ 500 o Journals, crayons, colored pencils/pens, scrapbook materials, balloons, name tags, beads, room decorations $1000 o Family dolls, felt board, sand tray equipment, feelings game, memory boxes, children's books on death and dying $1000 o Coping tool sets, picture collage materials, memory aprons, memory stones, picture frames, talking sticks, bean bags, butcher paper for family portrait and feelings identification $1000 o Lunch, Snacks, drinks $1000 o Relaxation/Meditation CD's $ 150 $4000 $ 360 $ 200 $1000 TOTAL $10,210 Justification - Why Are They Needed: The above items are essential components of running a specialized group for children and parents. Therapeutic activities are implemented to help children affirm their feelings and work through the grieving process. Many hours are spent preparing for the day, with professional planning, volunteer training, finding appropriate space for the size group, shopping, setting up, implementation, wrap up, and clean up. Continuing education for the facilitators assures the group is aligned with best practices grief counseling. Schedule of Significant Activities: Parents and children arrive and are split into separate groups. For the children's groups, ice breaker activities are initiated to get them talking and comfortable with each other. Therapeutic activities performed with the children are designed to be age-appropriate and can include the following: storytelling, affirming feelings associated with grief, dispelling fears and myths related to grief, activities to say goodbye, talking circles, parent/child reunion and a final activity to memorialize the loved one. Breaks, snacks and a meal are provided during the time together. Hospice of the Valleys 2009-2010 Past Project Benefits In 2009, Hospice of the Valleys held 2 Family Grief Workshop events: one on May 30 and the other on November 14. In all, 25 children and 20 parents/ guardians attended. Parents and children voiced they felt the workshops were highly valuable as they learned how to accept and talk openly about their feelings of grief. Parents voiced they learned skills to better help their children process their grief. So far in 2010, Hospice of the Valleys has held one Family Grief Workshop on May 23. 7 children and 6 parents/guardians attended. The smaller group size allowed children and parents to process their grief in a more deeply intimate way. They voiced sincere gratefulness for this opportunity and especially appreciated that the workshop was sponsored by the City of Temecula and was provided to them at no cost. Additionally, Hospice of the Valleys held an 8 week Teen Grief Support Group at Murrieta High School and an 8 week children's support group at Monte Vista Elementary School from March to May, 2010. 20 children and teens participated in these groups. As a note, we have found the Temecula Valley Unified School District is not as open to having Hospice of the Valleys involved in assisting with grief support their schools as the Murrieta Valley Unified School District. We will not stop trying to work with Temecula Valley Schools, as we know there is a great need there for this service. For all Hospice of the Valleys children and teen grief workshops, our Bereavement Coordinator provides education and emotional support on the stages of grief, children's developmental stages, normal grief response, and offered community resources for ongoing care. Children and teens are given an outlet to express their grief, are provided a safe environment to share their stories, and are professionally guided to move through their grief process. Transitional objects are provided so the participants can memorialize their deceased loved ones. The overwhelming response from participants in attendance was that it was a valuable experience and that they were grateful to have such a helpful resource available to them at no charge. They mentioned other friends and family members would benefit from the workshop as well, and because of this, Hospice of the Valleys will be offering another Family Grief Workshop in November, 2010. SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: 1 'e t A z , Ej ca sti'vc V e U NAME and TITLE (Please Print or Type) PRESIDENT or (� �I Eic-c cctil�� 1 AUTHORIZED OFFICER: �1 s N E and TITLE (Please Print or Type) SIGNATURE: 1 ORGANIZATION NAME: i`}D 5 p('�I - o F Va L L �c� S MAILING ADDRESS: 25l tf 0 n co Gk- 4-vt . I cri,ctr-f-ty , GA 7z570�- TELEPHONE: R51 -3-0o-7600 DATED THIS 1 S of S-ep f . , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 4nnliratinn — Pont. CITY OF TEMECULA SEP 1 3 2t FISCAL YEAR 201 0.1 1 FINANCE VEST. COMMUNITY SERVICE FUNDINGPROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ � 00' Project Name:ET, (nt AA -6. (Maximum allowable $5,000) 61-0..A.. of-io�INC. Project Start Date: 1 - 2.0 a o Project End Date: N.i ORGANIZATION INFORMATION Name of Organization: S 0 BO trNS Contact Name:'3ciyyi42er 4-801-6 Title/Position: 13 reek° Q -316o{.6r bcw,vc C04q Mailing Address: 1 9 ,a& 0L %i9 ?reek c,c, Telephone: /-$3, 9 6-6 -6 a& 9 Number of Paid Staff: 07582 Year Organization Founded: f — 2 is i cz Number of Volunteers: f 1 Geographic Area(s) Served:Abrth 5. b, e coAcki ; (eMrtcc,�IR) orio -41,'? -f /Ctoereici& L`ovat{.t Is this organization incorporated in California as a non-profitorganization? Yes No Effective Date: I -' 2-0 �? If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: CC, \;-hoc Federal identification number:Atte,c-C2 . State identification number: 027 -- L 8(c(j 2 a en -p 302707'0 If "no": r Name of sponsoring organization: Federal identification number. State identification number: 'pplication has been authorized by the organization's: xecutive Committee Board of Directors Application - Page 1 Members -at -Large FINANCIAL, Sl'ATF24/IFNfS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL ISTATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit; but please submit if available MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Descnbe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. Introduction and Mission My name is Edward J Varela. 1 appreciate this opportunity to introduce to you JONBOY'S INC.., a public non-profit agency that advocates a transportation service for any impaired driver, at any time. for any reason. completely free of charge. The project is designed to encourage our community to find alternatives to driving while impaired. At JONBOY'S, we believe in excellence and integrated controls to ensure the integrity of the executive mandate and mission—keeping the impaired driver off our highways is our goal. We ask ourselves, "How do we get from Point A to Point B?" With restaurants and other venues encouraging the public consumption of alcoholic beverages and a troubling rise in abuse of legal and illegal substances, combined with a Califomia demographic which relies almost exclusively on private transportation, our program is vital in the effort to prevent the needless death and destruction that occurs because of impaired drivers on our streets and highways. Comments are closed. Our Sponsors http•J/www..jonboysinc.com/?p=36 8/18/2010 -JONBOY'S 2010 Jan 'Feb' Mar -Apr - May Jun Jul Aug - - Sep - Oct Nov- Dec - TOTALS TICE RENTAL - RIZON 800 # 125 125 125 125 125 125 125 125 125 : 125 125 125 1 1,500 ERIZON-WIRELESS- 250 - 250 250--250- 250 250 - 250 --250 250- -250 250 250 8,000 TICE EXPENSE 200 200 200 200 200 200 200 200 200 200 200 200 2,400 )VERTISING 150 150 -150 150 150 150 150 150 150 150 150 150 1,800 EHICLE MAINT 150 150 150 150 150 150 150 -250 250 250 250 250 2,300 EHICLE FUEL 250 250 250 250 250 250 250 250 250 250 250 250 3,000 :GAL FEES 3600 3600 'A SERVICES 3600 3600 'SINES INSURANCE- 400 400 400 400 400 400 400 400 400 400 400 400 4,800 MINING - 150 150 150 150 150 150 - 150 150 150 150 150 150 1,800 )STAGE 50 50 50 50 50 50 50 50 50 50 50 50 600 tAVEL&EDUCATION. 350 350 350 350 350 350 350 350 350 350 350 350 4,200 )NTRACT LABOR 200 200 200 200 200 200 200 - 200 200 200 200 200 2,400 rcporate Overhead 2,275 2,275 2,275 2275 2,275 2,275 2,275 2,375 2,375 2,375 2,375 9,575 35,000 INBOY'S INC. 2010 INBOY'S INC WILL SURVIVE ON BUSINESSES AND ORGANIZATION WHICH SEE THE NEED FOR OUR LIFE SAVING SERVICE • Jk3G : £.cce% S rn i/C171. fa--& ��t6 AomiXtrp>a; 4 7, 3 t. 2 .2 5— 1' CT 1)F.SCRIPTION How will yourorganization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involvedt,130specific. Include equipment or services that would bepurchased and why. Include a detailed budget and a schedule of significant activities related to this project You may attach a maximum of one double-spaced typewritten page of info nmtion.. (Please type or•tint»ib Posted in About Vs Incentive to Comply We provide an opportunity for public and private agencies and corporations to associate their names with a program that has its finger on the pulse of the people of this state in a very positive, constructive, and proactive way. While there are isolated programs in other cities across the United Stated, there are no programs so complete and dedicated toremoving every last excuse from the person who thinks there is no choice but to get behind the wheel of vehicle while impaired. Our program is designed to grow and expand so that every person knows THERE IS A CHOICE...you do not have todrive while impaired. With your support, our program can become that agent for change and provide the necessary fleet of vehicles and cadre of passionate employees dedicated to this choice. Goals and- Objectives The factor for success for this program is to lower incidents of drinking and driving, driving while impaired, and impairment- related deaths within our County. The program requires cooperation between the program and State, County, and local city governments. Our program is supported by the Riverside County Sheriff's Department and the. District Attorney of Riverside County. Our goal is to get government and private agencies excited about the re -introduction of the program to our community. With professionalism and minimal cost as indicated by the cost-flowanalysis, we cansave lives, prevent property damage, and spare countless families needless tragedy. In Temecula, we are proud of our success and very serious about our mission to keep impaired drivers off the roads of our city, our county, and beyond. We use last week's results and yesterday's experience to make improvements and corrections in the program, continually working toward the creation ofa vital program worthy of duplication across our state and across America. Weherebycertify the informationcontained in this applicationistrue to the best of our knowledge_ and belief: abc,o _ 1/Aga€1 A- v µort (Prts fa k'-, NAME and TITLE (Please Print or Type) PRESIDENT or AUTHORIZED OFF SIGNATUR K ORGANIZATION NAME: N Or\ 0 QS r—c"")•- c c MAILING ADDRESS: 31 13 0 C 1 r \e evIf T 2�c.9b � 91 2 TELEPHONE: gre— —95R 6g6 U% / 7 (7 -3 Y39 DATED THIS A0 of k,7�2'c , 2010. (Date) 1 (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annlirafinn — Pana 5 0`r-'a-i '(?3• i5 HCVD 1 9 CrrY OF TEMECU A Ciro of Euf rr, FISCAL YEAR 2010.201 1 SEP 1 5 2010 COMMUNITY SERVICE FUNDING PROGRAM APPLIOIRM (Please Print or Type) 2010-11 Program Submission Deadline: Wednesday, September 15, 2010 (original plus one) PROJECT INFORMATION Amount Requested: $ 5,000 (Maximum allowable $5,000) Project Name: Building Better Futures for Temecula Youth through Performing Arts & Music Education Project Start Date: Jan.,10.2010 Project End Date: June. 25, 2010 ORGANIZATION INFORMATION Name of Organization: Musicians Workshop Contact Name: Jon Laskin Title/Position: Founder / CEO Mailing Address: 27315 Jefferson Ave. J-231 Temecula CA 92590 Telephone: (951) 678-2517 Number of Paid Staff: 0 Year Organization Founded: 1998 Number of Volunteers: 96 Geographic Area(s) Served: Temecula Valley Is this organization incorporated in California as a non-profit organization? Yes X No Effective Date: Sept. 10, 2001 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: Sept. 10, 2001 Federal identification number: 33-0958223 State identification number: C2359326 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee X Board of Directors X Members -at -Large Application - Page 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCESTATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. NIISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The Musicians Workshop mission is to provide a creative performance environment that will nurture and educate students from all levels of skill and abilities: to nourish and inspire individuals seeking creative musical and performing arts enrichment; to provide a fundamentally sound base for learning and performing, and experiencing all varieties of music and performing arts: and to provide the necessary means, skills, presence and experience to perform professionally, and thereby empower our Youth and strengthen our community - 95% go on to Higher Education & Careers. The specific and primary purpose of the corporation is to expose Youth and adults to Music and the Performing Arts• to encourage people of all ages to perform: and provide them with the opportunity to perform, and appreciate music. including interactive Youth, Special Needs and "At Risk" Youth programs.; Musicians Workshop utilizes contracted professional instructors for classes, Volunteers and Professional Artists in Residence are used for the implementation and development of programs including: Youth Orchestra, Youth Chorus, Jazz and Blues bands, Musical Theater, Song writing, Media Arts, Film Making, Studio Recording, Hip -Hop Dance, Beginning Strings Youth Fine Arts Class, and Fine Arts Advanced, Private Voice & Music Lessons on any instrument - we also loan instruments to students for Free of charge. Recently nominated 2008 Temecula Valley Chamber of Commerce Charitable Organization of the Year. Additionally, along with our Board of Directors, COO//secretart Steve Phelps. Tresurer open, and financial advisor David Hale - LSL CPA, providing guidance, leadership and support are the Advisory Board Alicen Wong, Martha Minkler, Jimmy & Peg Moore, "Dove" Daniels, Denny Mighell, Kirstin Vogelsang, and Joan Sparkman. - This year marks Musicians Workshop's 11th year in Temecula and the recent opening of our new community facility - the TEMECULA VALLEY CULTURAL ARTS & MUSIC CENTER. Application — Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe: the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why: Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Funds will provide education programs (Jan - June 2011) to City of Temecula Youth residence at no charge. These programs are desinged for all ages and interest who will benefit from Arts & Music Education. In cases where students do not have musical instruments, they will have the opportunity to borrow them as funds may be used to provide the necessary musical instruments and music. We offer various 10 week trimester program to typically over 1,000 students a year, with over 95% going on to higher education and/or Professional careers. We do our best to positivly affect as many in need as possible and have never tumed anyone away. It is Musicians Workshop's objective to provide a nurturing, leaminq and performing experience for any interested musical or artistic person. We are very excited to be in our new community facility - the TEMECULA VALLEY CULTURAL ARTS & MUSIC CENTER - located at 27455 Tierra Alta Way, in the same building as the Cal. State San Marcos Temeucla Campus, and working with many other groups. Our Youth groups perform regularly thourghout the community usually over 50 shows a year. Especially important in today's economic climate, with music education being cut both in schools, and at home, our programs help identify talent• provide a learning opportunity: nurture creativity; foster positive social reinforcement thru group interaction and teach skills that instill self confidence thru creative expression and performance. We strive to build better futures in the community for Youth and their families by exposing them to the arts and opportunities which would not have been possible. Our goal is to empower youth thru diverse education programs. We serve all youth including those in the underserved and "at -risk" population - particularly those youth who have been emotionally, physically or mentally abused, neglected or abandoned. With this grant we hope to serve between 60 to 100 City of Temecula Youth with education programs.: Education in Performing Arts & Music programs affords Youth the opportunity for growth, leaminq, creativity, and improving relationships, all while becoming more employable and better citizens.: Application - Page 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. WA Application — Page 4 SIGNATURE PAGE We hereby certify the information c belief ed inthisapplication is true to the best of our knowledge and PREPARED BY: _Jon Laskin - Foun AME and TITLE (Please Print or T SIGNATURE: PRESIDENT or AUTHORIZED OFFIC SIGNATURE: : /Jon Laskin - Foun NAME ... d LE (Please Print or Type) ORGANIZATION NAME: usicians Workshop MAILING ADDRESS. 27315 Jefferson Ave. J-231_Temecula, CA 92590 TELEPHO ' :_(951) 678-2517 DATED THIS 15___of ____September_ , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 SECRETARY ST TF CERTIFICATE OF STATUS DOMESTIC CORPORATION 1, SILL JONES, Secretary of State of the State of California, hereby certify.; That on tfte hitt day of September, 2001, MUSICIANS WORKSHOP became incepted under the laws of the State of California by filing its Articles of Incorporation in this office, and That no record r fists in this office of a certificate of cisso)utor of said corporation nor of a curl order tf caring diss lution thereof, nrrr rtf a merger consolidation which terrniraated its r xistence ;arid Tf t said corporation's corporatepowers, rights acrd privileges are t suspended on co the reminds of this of ice; and That according to the rem ids z f iters ofi ce, the said corporation is author}zed to exercise ali its corporate 'powers; rlgfrts and pri ilr ges anrf is in good legal standing in the State of California, and That no inform aliryn rs svailahle in oris orirce €rn the f€nancial corad;tion, bus Hess activity or practices caf this corporatirrrt: ffei+SS HERE, I exut fid and affix the Great es e StatR of California this clay etaterrsbr2;, 2It' TWO. 3iai rgcsrati tt i a ce�ttprrilt public b ut ecar zatian argil zs rs organiZed for tltu g ivat of eery p rsotr. ! gar arri ruder t ie Beer t Pub! Benefit Comoratiem i aw fl' L Car gubls lrurpos :. THREE.: Clr a tip a przrrrAr put xase o(tYt c tiArar ix to exp+asi lai#t#tt and adults to musie, t' eracr�ura ep P f ull a gars it n rausi acrd gr€rt rie tlr with the o artunity ttr perfurrtA-zrusi aaacln� rant F iE it Ar` a ern :_ w r s ID ttW state 01 (.aiifbinLi efthe e�ratir� `s s Asim. �� f ., Grz Greslsarrz aua ; No taeatl a ttue sr3ite 3£l#7 S Etemardirc ; CA 924 t- purposes wit st g �xrrtttcxt to e arrtr crit dal b . a orpuiatsrarA exec€Pt tiara5)!(c}( loftheirst rralfte rnu f cl !'t9 Crf in t�f arsj futa € trite rite in€ur al ri entre: la 3, r bbl �n A r lraret dttctiht unctui �tes'7! (c 3z+ lf: wit eiding Li°GIslAt d hart' er dated 7mtXuaty 2083, atatei Yau wcx:d he eicsmpt fznm ted axznder section SOl.to}t3}:of the SuC.easaal Rrvenue Cade, a: e an a public eYaar ty, xatt er than as a pr#vate foutidat to; ice uliog period, on the inioxmation You submitted, you ars clasaitied as a pub chax ty. to Code acotzon liseed in the heading of this latter. Since your tstatus eras not under conaiderat.on, you canttnus to be classified as ganiaatian exempt tcen Federal ineaa�e tax ixnder section 501(c)(31 of the blicatiori. 55?, Tax -H€ tt: Status o Your Organization, }arnvides detafleti. formation about your rights 8rd reapattails Cities as an exempt orgarkiaatiosi. u may request a cope hY caIlSn the tol€-ttee number €mr forms, OM 824-3676, Taft rntation Ss also aeaiiabie Pu our ttexnet ieb Bice at if you have general quastions about exempt: organizaLsons, pLeaa toil -Free eumbex shown is the heading. Luis G. LcPrn+ Director, sx' Ro..:ngs and 2359326 t 0.! • +41 4-cf- SECRETARY OF STATE 13111,JONES, Secretary of State of the State of California* hereby certify: That the attached transcript of page(s) has been compared with the record on file in this office, of which it inoports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF 1 execute this certificate and affix the Great Seal of the State of California this day of SEP 2 1 7001 Secretary oi Ct4t4, iri-E.00,0 '0-440 CESTIFJEO PUBLIC -BCC OUNTAUTS Lance Soli & Lunghard, LLP - 203 North LP203:'North Brea Blvd Suite 203 Brea, CA 92821 41185 Golden Gate Cltcle Suite 103 Murrieta, CA 92562 MUSICIANS WORKSHOP (A CALIFORNIA NON-PROFIT CORPORATION) FINANCIAL STATEMENT AND ACCOUNTANTS' REVIEW REPORT FOR THE YEAR ENDED DECEMBER 31, 2009 MUSICIANS WORKSHOP (A CALIFORNIA NON-PROFIT CORPORATION) FINANCIAL STATEMENT AND ACCOUNTANTS' REVIEW REPORT FOR THE YEAR ENDED DECEMBER 31, 2009 — MUSICIANS WORKSHOP - (A CALIFORNIA_ NON-PROFIT CORPORATION) TABLE OF CONTENTS Page Number ACCOUNTANTS' REVIEW REPORT 1 EXHIBIT A - Statement of Assets, Liabilities, and Net Assets -modified cash basis December 31, 2009 2 EXHIBIT B - Statement of Revenues, Expenses, and Other Changes in Net Assets -modified cash basis for the Year Ended December 31, 2009 3 EXHIBIT C — Schedule of Program Services Expenses -modified cash basis 4 EXHIBIT D — Schedule of Supporting Services Expenses -modified cash basis 5 NOTES TO FINANCIAL STATEMENTS 6 CERTIFIED PUBLIC ACCOUNTANTS c Brannon W. Bone+NL. CPA ... * Dodd L. Rarxr, CPA 9 Meati! K. Can, CPA -= David 'c: Nate, CPA CFP . . AP.rolxssmnra Co'pored fon Donald ;. Sate C CPA Richard K. !Okuda, CPA Shone K. dackley, CPA Jon Laskin, Executive Director Musicians Workshop Temecula, CA INDEPENDENT ACCOUNTANTS' REVIEW REPORT We have reviewed the accompanying Statement of Assets, Liabilities, and Net Assets -modified cash basis of Musicians Workshop (a California non-profit corporation) as of December 31, 2009, and the related Statement of Revenues, Expenses, and Other Changes in Net Assets-modifted cash basis, and Schedules of Program Services -modified cash basis, and Supporting Services Expenses -modified cash basis for the year then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. These financial statements have been prepared on the modified cash basis of accounting. All information included in these financial statements is the representation of the management of Musicians Workshop. A review consists principally of inquiries of Organization personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be madeto the accompanying financial statements in order for them to be in conformity with the modified cash basis of accounting. The accompanying financial statements have been prepared assuming that Musicians Workshop will continue as a going concern. As discussed in Note 8 to the financial statements, Musicians Workshop has suffered declining cash donations and was unable to meet its cash flow needs, as a result, it has incurred large loans outstanding that are due and callable by its lenders within the near term that raise substantial doubt about its ability to continue as a going concem. Management's plans in regard to these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. -est-e „, June 30, 2010 Lance, ea & Lunghsrd, UP 203 Norte Brea 9outevar:d Suite 203 Brea. CA 92821 TEL: Gordan ;1:872.0022 ax:i •72 0331 tavew.€airgas.en;nCtt80 a Circe Suite1 3 Mum to. CA 92562 TEL:"01.32 2& , Fax: 951.3042940 MUSICIANS WORKSHOP STATEMENT OF ASSETS, LIABILITIES, AND NET ASSETS -INCOME TAX BASIS DECEMBER 31, 2009 Assets: Fixed Assets: Instruments and equipment: Furniture and fixtures Leasehold improvements fess: accumulated depreciation Net Fixed Assets Other Assets Music scores and graphs Total Assets Liabilities and Net Assets: Liabilities: Current Liabilities Cash overdraft Loans payable (current) Total Current Liabilities Long -Term Liabilities Loans payable (non-current) Total Long -Term Liabilities $ 35,765 8,156 123,233 (13,882) 153,272 3;474 $ 156,746 513 63,465 63,978 22,801 22,801 Total Liabilities 86,779 Net Assets: Unrestricted Temporarily Restricted Permanently Restricted Total Net Assets 57,256 10,911 1,800 69,967 Total Liabilities and Net Assets $ 156,746 The accompanying accountants' review report and notes to the financial statements are an integral part of these financial statements. MUSICIANS WORKSHOP STATEMENT OF REVENUES; EXPENSES AND OTHER CHANGES IN NET ASSETS -INCOME TAX BASIS YEAR ENDED DECEMBER 31, 2009 Revenue, Gains and Other Support: Donations (includes general in-kind) Scholarship donations Building fund (includes in-kind) In -Home concert (includes in-kind) Jazz Festival Admission sales Sponsorships Vendor fees City funds In-kind donations Temporarily Permanently Unrestricted Restricted Restricted Total $ 5,302 $ 21,846- $ 1,800 $ 28,948 10,248 10,248 19,090 100,754 119,844 1,177 1,177 38,457 38,457 3,865 3,865 1,580 1,580 6,096 6,096 184,886 184,886 Tuition (net of refunds) 2,521 Rent 1,854 1,854 Net Assets released from restrictions: Jazz festival restriction satisfied by holding event and by use of funds for festival 196,427 (196,427) Scholarship donations restriction satisfied by use of funds for lesson scholarships 7,292 (7,292) Building fund restrictions satisfied by payments for expenses 138,461 (138,461) Total Revenue, Gains, and other support 410,581 (12,905) 1,800 399,476 2,521 Expenses: Program Services (EXHIBIT C) 257,662 Supporting Services (EXHIBIT D) 52,747 Total Expenses (cash and in-kind) 310,409 Interest income 32 - 32 Change in Net Assets 100,204 (12,905) 1,800 89,099 Net Assets at Beginning of Year (Note 3) (42,948) 23,816 (19,132) Net Assets at End of Year $ 57,256 $ 10,911 $ 1,800 $ 69,967 Scholarship Fund $ 10,911 $ Instrument Collection 1,800 Total $ 10,911 $ 1,800 257,662 52,747 310,409 The accompanying accountants' review report and notes to the financial statements are an integral part of these financial statements. 3 MUSICIANS WORKSHOP. SCHEDULE OFPROGRAMSERVICES-INCOME TAX BASIS YEAR ENDED DECEMBER 31, 2009 Program Services Jazz Festival: Entertainers $ 26,570 Executive director / production fees 6,520 Hospitality 11,585 Sound equipment rental 18,493 Advertisingandpromotion 172,286 Equipment rental 8,820 License and permits 1,076 Printing 1,615 Security 350 Miscellaneous 2,652 Total Jazz Festival 249,967 In -Home Concert: Printing and photography Total In -Home Concert Musicians Workshop Lessons: Teachers Equipment repairs Teacher tuition payment Total Musicians Workshop Total Program Services (cash and in-kind) 403 403 4,608 932 1,752 7,292 $ 257,662 The accompanying accountants' review report and notes to the financial statements are an integral part of these 4 MUSICIANS WORKSHOP SCHEDULE OF SUPPORTING SERVICES EXPENSES -MODIFIED CASH BASIS YEAR ENDED DECEMBER 31, 2009 Supporting Services Field trip expenses Management and administration: Executive director/ production fees Outside services Rent Hospitality Promotion and advertising Sound equipment rental Equipment rental Security Accounting Bank charges Dues & subscriptions Insurance Interest expense Postage and delivery Telephone Utilities Office supplies Licenses and permits Building repairs Transportation expense Printing and publication Depreciation expense Miscellaneous Total Management and Administration Total Supporting Services Expenses (cash and in-kind) 980 7,470 2,002 1,578 787 2,570 710 200 239 1,000 903 405 2,807 717 292 5,855 2,772 1,558 560 12,299 140 169 4,967 1,767 51,767 $ 52,747 The accompanying accountants' review report and notes to the financial statements are an integral part of these MUSICIANS WORKSHOP (A California Nonprofit Public Benefit Corporation) NOTES TO FINANCIAL STATEMENTS DECEMBER 31; 2009 Note 1: Organization and Business Musicians Workshop was incorporated in the State of California in 2001. The purpose of the corporation is to expose children and adults to music; to encourage people of all ages to perform music; and provide them with the opportunity to perform music, including interactive children's programs. The corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Note 2: Summary of Significant Accounting Policies Contributions Musicians Workshop does not receive pledges or promises to give. The Organization does not record donation as revenues until they are received. In-kind donations Many individuals volunteer their time performing a variety of tasks that assist Musicians Workshop, but these services do not meet the criteria for recognition as contributed services. During the year, Musicians Workshop received a substantial amount of in-kind donations relating to the Jazz Festival for production, promotion and advertising as well as donations relating to the construction of its tenant improvements. Other services that were recorded as in-kind donations include reduction in the fees charged by various performers relating to other program activities, reduction in accounting fees, and reduction in construction service fees. Contributed services recognized as revenue totaled $3,500 during the year ended December 31, 2009. Musicians Workshop received in-kind donations of furniture, equipment, and instruments. Donated fixed assets were recorded as revenue with a corresponding increase to assets. The remaining in-kind donations were recorded as revenue and expense for the period. In- kind donations recorded as revenue for the year ended December 31, 2009, was $306,030. Collections Musicians Workshop recognizes donations of collection items as revenue when the items are received. The items are capitalized as nondepreciable fixed assets. Fixed Assets Purchased instruments and equipment are capitalized at cost. Donated fixed assets are capitalized at the donor's estimated value. Musicians Workshop does not imply a time restriction on donated fixed assets if the donor does not stipulate the length of time in which the asset must be used. The cost of nondepreciable assets as of December 31, 2009, was $1,800. The cost of depreciable fixed assets is being depreciated over a range of seven to 39 years using the straight-line method. Depreciation expense for the year ended December 31, 2009, was $4,967. 6 Musicians Workshop Notes to Financial Statements (Continued) Summary of Significant Accounting Policies (Continued) Financial Statement Presentation The financial statements are presented using the modified cash method of accounting. Musicians Workshop is required to report information. according to three classes of net - assets: unrestricted, temporarily restricted and permanently restricted; Cash and Cash Equivalents For the purpose of the statements of cash flows, the company considers all highly liquid investments available for current use (i:e., money market accounts) to be cash equivalents. The Board has imposed a permanent restriction on the use of the Padberg Memorial CD principal. Due to low cash flow, Musicians Workshop used the CD principal in 2009. The CD will be replenished when the funds are available. Musicians Workshop received cash donations with donor -imposed restrictions indicating that the cash is to be used for the organization's Scholarship Fund. Due to low cash flow, the organization does not have enough cash on hand to maintain the net cash that should be available for this purpose. Income Taxes Musicians Workshop is a not-for-profit organization that is exempt from taxes under Section 501(c)(3) of the Internal Revenue Code. The organization is exempt from state taxation under Section 23701(d) of the State of California Revenue and Taxation Code. The organization has been classed as an organization that is not a private foundation under Section 509(a) of the Internal Revenue Code. Contributions to the organization qualify for deduction as charitable contributions. Income generated from activities unrelated to the organization's exempt purpose is subject to tax under Section 511 of the Internal Revenue Code. The organization did not have any unrelated business income tax liability for the year ended December 31, 2009. Accordingly, no provision has been made for income taxes in the financial statements. Financial Accounting Standards Board Accounting Standards Codification (FASB ACS) No 740, Income Taxes, formerly FASB No. 48, Accounting for Uncertainty in Income Taxes — An interpretation of FASB No. 49, was implemented by the organization as of January 1, 2009. FASB ASC 740 applies to not-for-profit organizations because their financial statements contain assertions related to the organization's tax-exempt status and determination of net earning subject to unrelated business income tax. Should the organization lose its tax- exempt status, it could be subject to income tax, interest and penalties. The organization has no unrecognized tax benefits as of December 31, 2009. No interest or penalties have been recognized for the year ended December 31, 2009. No change in net assets was required as a result of applying FASB ASC 740. The following tax years remain subject to examination by major tax jurisdictions: Federal — 2007, 2008, and 2009 California — 2006, 2007, 2008, and 2009 Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 7 Musicians Workshop Notes to Financial Statements (Continued).. Note 2: - Summary of Significant Accounting Policies (Continued) Advertising Musicians Workshop expenses advertising costs the first time the advertising takes place. Total advertising costs for the year ending December 31, 2009, was $174,856. Of this amount, $172,286 related to in-kind contributions for the Jazz Festival Note 3: Restatement of Beginning Net Assets Beginning Unrestricted and Permanently Restricted Net Assets had to be restated due to the reclassification of the Padberg Memorial CD. The restriction on the use of the CD. principal was a Board -imposed restriction, not a donor -imposed restriction. Beginning Unrestricted Net Assets has been increased by the amount of $2,105 and Beginning Unrestricted Net Assets has been reduced by the same amount. Note 4: Building Fund Campaign Musicians Workshop was engaged in the construction of its tenant improvements for use as its facilities during 2009. The organization obtained $119,844 in cash and in-kind donations for the construction of the tenant improvements during the year ended December 31, 20.09. Musicians Workshop moved into the facilities in September 2009. Note 5: Operating Lease Musicians Workshop is obligated under an operating lease for its facilities with Terra Alta, LLC. The lease is a 60 -month lease ending September 30, 2014. The lease payments due for September through December 2009, have been deferred until the remaining lease term. The organization is obligated to pay escalating monthly lease payments to start January 1, 2010. The organization paid $1,658 for rent in 2009. Future minimum expected lease payments: 2010 2011 2012 2013 2014 Note 6: Loans Payable $ 35,374 58,262 60,098 61,690 47,369 Moore loan: Personal loan from a private party in the amount of $10,000 dated November 1, 2004. Interest only payments to be made for 60 months, full note was due November 1, 2009. Interest rate is 14 percent. Balance as of December 31, 2009 was $10,000. The organization expects the lender to renew the term of the note. As part of the original loan agreement, Musicians Workshop was required to retain the lenders as officers. However, they resigned from their positions and are no longer officers of the organization as of December 31, 2009. Interest actually paid and expensed in 2009 was $233. No new loan documents have been signed as of the date of these financial statements. 8 2009 10,000 Musicians Workshop Notes to Financial Statements (Continued) Loans Payable (Continued) Laskin loan: Personal loan from a private party, executed October, 2008 in the amount of $5,000, zero percent interest, is payable on demand; and co-signed by Jane Laskin. Principal payments have been made as funds were available. Balance as of December 31, 2003, is $3,000. This lender is a related party. Garrett loan: Personal loan from a private party, executed in July, 2008 in the amount of $5,000, 5 percent interest. This is a demand loan, which is also co -signed -by Jane Laskin. Garrett loan for Tenant Improvements: Personal loan from a private party, dated September 14, 2009 in the amount of $26,500, 5 percent interest. The repayment of this loan is made with the monthly building rent payments. Monthly payments of $435.94 are due starting January, 2010. Garrett loan for Utilities: Personal loan from a private party, no loan documents were signed. Verbal agreement exists between the parties that the loan will be repaid with no interest as funds are available. Blue Wave Investment Loan: Executed August 19, 2009 in the amount of $10,000, 10 percent interest. Monthly payments of $1,000 each were due starting September 1, 2009. No payments were made in 2009. Laskin loan: Personal loan from a private party, executed with Jane Laskin in August, 2007, in the amount of $10,000, 5 percent interest. Loan is a demand loan. Interest paid on this loan in 2009 was $484. Lender is a related party to the organization. Laskin loan: Personal loan from a private party, executed July, 2008 in the amount of $20,000, zero percent interest, principal is payable on demand. Lender is a related party to Musicians Workshop. Total Long -Term Notes Payable Less: Current Portion Net Long -Term Notes Payable Total interest paid and expensed in 2009, was $717. Maturities of long-term debt: 2010 2011 2012 2013 2014 $ 63,465 4,186 4,400 4,626 9,589 9 3,000 5,000 26,500 000 26,500 2,400 10,000 9,366 20,000 $ 86,266 (63,465) $ 22,801 Musicians Workshop. Notes to Financial Statements (Continued) Note 7: Contingencies and Material Uncertainties Musicians Workshop is on the modified cash basis of accounting. Thus, it did not accrue estimated contingencies relating to accrued but unpaid interest on notes payable and payroll and sales tax liabilities. However, the liabilities have been incurred and can be reasonably estimated as of the date the financial statements are available to be issued. Estimated loss from these liabilities is around $10,000 as of December 31, 2009. For 2009,Musicians Workshop operated at a deficit and its cash flow needs for operations were not being met with adequate cash donations. The organization also has large loans outstanding that are due and callable by its lenders within the near term. In order for the organization to be able to continue as a going concern the organization will have to increase future donations and refinance loan obligations as they come due. Management attributes the decreased amount of cash donations due to the economic situation in the United States. The Jazz Festival generated lower than expected admissions revenue in 2009 because of the set up at the location. Management expects the apparent improvement in the economy to help the organization accumulate more cash donations. In addition, management has the following plans to increase its cash flow: it will increase admission sales to the Jazz Festival by the location of the festival, the Executive Director will apply for more grants in 2010, and the organization will continue renting space in its building to other non-profit organizations and music teachers. Note 8: Subsequent Events Subsequent events were evaluated through June 30, 2010, which is the date the financial statements are available to be issued. MUSICIANS WORKSHOP Profit & Loss Budget - All For2010 Ordinary Inconie/Expense - Income 4011 Donation 4012 • Donation In Kind - 4018 • Scholarship Donation - 4025•Scholarship Total 4018 • Scholarship Donation 4020 • Donation & Grants - Building - - - - 4021 - Building Fund 13,000.00 4022 - Building Fund - In Kind 106644.00 Total 4020 • Donation & Grants - Building 4036 • In -Home Concert 4036 • Admission Sales 4035 • In -Home Concert - Other Total 4036 • In -Home Concert 4050 • Jazz Festival 4051 - Jazz Festival Admission Sales 175.00. 4052 - Jazz Festival Sponsorships 3,865A0 4053 •-Jazz Festival Vendor Fees 1,580.00 4055 • Jazz Festival Income - in Kind 184,886.00 4050 • Jazz Festival - Other 45,752.75 119,844.00 41.38.-. 1,136.00 1,177.36 Total 4050 • Jazz Festival 4070 • Tuition 4075 • Rent for Space in building 4980 - Refunds 236,259.15 2,521.39 1,853.97 (1,375.00) Total. Income 399,477.20 Expense 5008 • Audio 5010 - Contract Labor 5012 - Artist In Residence 1,250.00 5018 • Executive Director 13,990.00 5020 • Entertainers 5022 - Jazz Festival Entertainers 24,145.00 5020 - Entertainers -Other 1,431.00 660.00 Total 5020 • Entertainers 5029 - Outside Labor 5030 • Teachers Total 5010 • Contract Labor 5460 • Field Trip Expense 6461 • NAMM Total 5460 - Field Trip Expense 5480 • Hospitality & Meals 5484 • Jazz Festival - Hospitality 5487 • Hopitality - General 5480 • Hospitality & Meals - Other Total 5480 • Hospitality & Meals 5680 , Piano Tuning & Intrument Repair. 5700 - Purchase T -Shirts 5730 • Security 5750 - Sound Equipment Rental 5752 • Jazz Fest 5760 Sound Equipment Rental - Other Total 5750 - Sound Equipment Rental 5800 - Teacher Tuition Payment 6010 - Accounting 25,576.00 1,800.00 4,554.00 47,170.00 980.00 980.00 11,585.16 786.43 0.00 12,371.59 917.05 648.12 589.30, 18,043.00 500.00 18,543.00 1,752.00 1.000.00 2:44 PM 09/14/10 Accrual Basis MUSICIANS_WORKSHOP Statement of Financial Income and Expense January 1 through September 14, 2010 Ordinary IncomelExpen_se Income 4011 • Donation 4036 • In -Home Concert 4036-• Admission Sales 4037 • In -Home Sponsorships 4035 • In -Home Concert - Other .. _.... TOTAL 26,190.22 830.00-- 1,680.00 -. 1,444.00 Total 4035 • In -Home Concert ;3,954.00 4050 • Jazz Festival 4051 • Jazz Festival Admission Sales - 1,917.00 - - 4052-; Jazz Festival: Sponsorships - - - -23:58020 4053 • Jazz Festival Vendor Fees - 4,800.00 4050 • Jazz Festival - Other - _ - 10,195.00 Total 4050 • Jazz Festival - 40,492.20 4070 Tuition - 802.50 4075 • Rent for Space in building 300.00 - 4980 • Refunds (40.00) 4999 • ask my accountant - income 25,5021)0 Total Income Expense 5006 • Artist In Residence 5008 • Audio 5010 • Contract Labor 5018 Executive Director 5020 • Entertainers 5022 • Jazz. Festival Entertainers 5023 • In Home Expense Entertainers Total 5020 • Entertainers 5029 •Outside Labor 5030 • Teachers 97,200.92 2,362.26 300.00 4,500.00 14,302.00 3,000.00 17,302.00 1,175.64 3,159.00 Total 5010 • Contract Labor 26,136.64 5470 • Fund Raiser Expense 5480 • Hospitality & Meals 5481 • In Home Concert - Hospitality 5484 • Jazz Festival - Hospitality 5487 • Hopitality - General Total 5480. • Hospitality & Meals 5500 - Library Expense 5680 • Piano Tuning & Intrument Repair 5700 •Purchase T -Shirts 5730 Security 5750 • Sound Equipment Rental 5800 - Teacher Tuition Payment 6010 • Accounting 6020 • Advertising & Graphics 6024 • Media 6020 • Advertising & Graphics - Other Total 6020 • Advertising & Graphics 6112 • Transportation 6120 • Bank Service Charges 6160 • Dues and Subscriptions 6170 • Equipment Rental 6180• Insurance 6200 • Interest Expense 6230 • Licenses and Permits 6240 • Miscellaneous 6245 • Moving & Storage 6250 • Postage and Delivery 979.44 439.11 7,431.97 71.75 7 942 83 618.96 324.60 414.25 1,271.90 8,025.00 5,119.00 3,16405 260.00 6,626.16 6,886.16 288.46 158.46 50.00 1,965.00 1,147.96 1,100.00 284:00 850.00 869.69 441.99 -;-2:44 PM _. 09/14/10 Accrual Basis MUSICIANS WORKSHOP Statement of financial Income and Expense January 1 through September 14,-2010 6260 • Printing and Reproduction 6261 • In -Home Concert 6262•Jazz Fest 6263 • Musicians Workshop 6260 • Printing and Reproduction- Other Total 6260 • Printing and. Reproduction -- - 6290 • Rent 6300 • Repairs 6320 •. Computer 84 Office Equip Repairs 6300 • Repairs - Other Total 6300 • Repairs 6340 • Telephone 6390 • Utilities 6400 • Gas and Electric 6410 • Water & Waste Mgmt 6390 • Utilities - Other Total 6390 • Utilities 6550.Office Supplies 6999 • ask my accountant - expenses TOTAL 75.75 _ 75.75 103.66 918.97 1,174.13 3,788.70 65.00 421.60 486.60 1,177.68 1,736.00 181.78 1,118.42 3,036.20 1,162.21 1,615.00 Total Expense 83,141.17 Net Ordinary Income 14,059.75 Other lncome/Expense Other Expense 8010.Other Expenses - 50.00 Total Other Expense 50.00 Net Other Income (50 .00) Net Income - 14,009.75 CITY OF TEMECULA Fiscal Year 2010-11 COMMUNITY SERVICE FUNDING PROGRAM APPLICATION 20 Lin PROJECT INFORMATION' P 102010 2010-11 Program Submission Deadline: Wednesday, September 15, 2010 us one) sai nab' IeIt Amount Requested $1 000 Project Name: Children's Health Care Project Start Date: January 1, 2011 Project End Date: June 30, 2011 ORGANIZATION INFORMATION Name of Organization: Neighborhood Healthcare Contact Name: Lorna Hardin Title/Position: Director of Grants Mailing Address: 425 N. Date Street, Ste 203, Escondido, CA 92025 Telephone: (760) 520-8328 Year Organization Founded: 1969 Number of Paid Staff: 440 Number of Volunteers: 35 Geographic Area(s) Served: North Inland and East San Diego County and Southwest Riverside County Is this organization incorporated in California as a non-profit organization? Yes XXXX Effective Date: 1971 If "yes" (Attached is a copy of statement of non-profit status from the State of California) Date of incorporation as a non-profit: 1971 Federal identification number: 95-2796316 State identification number 06679350 If "no": Name of sponsoring organization: N/A Federal identification number: N/A State identification number: N/A This application has been authorized by the organizations: Executive Committee: XXXX Board of Directors: XXXX Members -at -large: Application — Page 1 FINANCIAL STATEMENTS Attached iscurrent organization budget; financial statements and audited financials MISSION STATEMENT ORGANIZATION SUMMARY: Neighborhood Healthcare is a private, non-profit community health system that has offered quality health care services since 1969. Neighborhood Healthcare operates nine health care centers, located in Escondido, Temecula, Pauma Valley Lakeside and El Cajon 68,000 patients in over 270,000 visits receive a wide variety of services annually. Almost all patients are 200% below the federal poverty level. Among the clientele are individuals who are migrant workers, homeless, HIV positive persons, the uninsured, and others with health care access problems. There are over 440 full and part time staff members including physicians, nurse practitioners, dentists, medical and dental support staff, and administration. Approximately 35volunteers work in community_ programs, development, fundraising and clinical services. 85% of the staff is bilingual and/or bicultural. Services are open to all ages, ethnicities and genders. No one is denied service due to inability to pay. TEMECULA SUMMARY: There are two Neighborhood Healthcare health centers in Temecula, one focusing on women's health and one on primary care and behavioral/mental health, both located at the 41715 Winchester Road. Neighborhood Healthcare is the only community health center serving the Temecula Valley area. There are no county public health facilities offering medical care and one offering very limited mental health care (for emergencies only). Therefore, Neighborhood Healthcare is Temecula's only local option for underinsured or uninsured people. - Approximately 13,700 Temecula community members seek medical care from Neighborhood Healthcare annually. 54% of patients are Latino, 33% are white, 6% Asian/Pacific Islander, 5% Black and 2% Other. 97% of patients live under the federal poverty level. Patients receive the following care: pediatric and adult medicine, prenatal care, women's health, family planning for females and males, HIV/AIDS testing, diagnosis and treatment of chronic & acute illnesses for all ages, mental/behavioral health services, preventive services, and laboratory and pharmacy services, along with community focused services through outreach and health promotion programs. Temecula community health and outreach programs include: • Collaboration with the Healthy Children Connection project that provides referral services for pregnant moms and children aged 5 and under for preventive services in Southwest Riverside County. • Family planning outreach and information through the Title X California Family Health Council. • Healthy Families/Medi-Cal application assistance to help families apply for health care insurance. • Community linkages have been formed with Even Start, Head Start, Healthy Start and the Temecula Unified School District to assure that all community residents are given information on local resources and how to access these resources, whether medical or for social services. Neighborhood Healthcare and its health centers in Temecula meet all the criteria of importance to the Temecula City Council in its funding decision. There is strong executive leadership with a commitment to the organization as demonstrated by the length of time these staff members have been with the organization. The majority of support and provider staff at Neighborhood Healthcare in Temecula is bilingual and/or bicultural. Services are patient focused, assuring a high degree of customer service and patient satisfaction. Evaluation tools include patient satisfaction surveys, patient flow studies, and appointment access surveys. Financial statements are prepared monthly and reviewed by the 12 member volunteer Board of Directors. The Board includes clinic patients and mirrors the ethnic mix of the population seen. Expenses are monitored according to an annual budget. Application — Page 2 PROJECT -DESCRIPTION - Funds from the City of Temecula will pay for medications and medical treatment for children whose parents cannot afford care and have no health care insurance. The average cost of a medical visit for a child is $89. For approximately 500 children who are uninsured, Neighborhood Healthcare receives, on average, $65 from the child's family for these visits, leaving Neighborhood Healthcare responsible for the remaining costs of around $12,000. The most common medications needed are for treatment of asthma, ear infections, dehydration, and other bacterial infections that require antibiotics. Neighborhood. Healthcare provides many medications to families at a lower cost than retail, but the reduced cost may be beyond the parent's means, especially if the illness is sudden or unexpected or the parent has more than one child ill at the same time. From a medical point of view, it is critical that the child use the medication to avoid potentially more serious problems that could result in emergency room care or hospitalization. In infants and very young children, a relatively simple illness like the flu can become life threatening if the child became dehydrated. A funding level of $1,000 will assist at least 50 needy children with medications and basic health care. Additionally, these funds enable the health center to leverage additional funds from private donors who contribute matching funds if the City of Temecula or other funding sources show support. Not only do the families benefit from the City's support, but also it helps Temecula employers whose employees don't have health insurance and miss work if their children are sick. Early health care for children prevents more serious illness through timely diagnosis and treatment, so the parent does not miss work. For families who have inadequate or no insurance, Neighborhood Healthcare has a certified application assistant (CAA) on staff. This CAA assesses families for eligibility Medi -Cal, Healthy Families and other insurance plans and helps the family complete the initial paper work. This process is essential in reducing the number of families who come to the clinic with no payer source. This process helps conserve the money from the Temecula Community Service Funding Program to meet the needs of children who are not eligible for any insurance plan. PROJECT BUDGET Cost of care for 500 visits $ 44,500 Cost of care paid by client through a sliding fee scale $ 32,500 City of Temecula $ 1,000 Other funding sources $ 11,000 Application — Page 3 PAST PROJECT BENEFITS The City of Temecula Community Service Funding Program has supported Neighborhood Healthcare for the past 15 years through funding medications, medical treatment and other needed services for children whose families were unable to afford services In 2010, medication purchased with the. $1,000 benefited 50 children. This funding has not only benefited the children but has also served as leverage in other proposals submitted by Neighborhood Healthcare when seeking additional funding for both clinical services and outreachfcommunity services. The continuing support of the city of Temecula is very important in helping Neighborhood Healthcare offer quality health care for the underserved children living in Temecula. Final report for 2010 funding was sent to the City of Temecula Finance Department on September 3, 2010. Application — Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief: Prepared By: Doreen Gagnon, Directo - -.- -' NAME AND Signature: President or Authorized Officer: Tracy Ream, Chief Executive Officer NAME AND TITLE Information and Planning Signature: Organization Name: Neighborhood Healthcare Mailing Address of Organization: 425 N. Date Street, Suite 203 Escondido, CA 92025 Telephone: 760-520-8300 Temecula Sites: Neighborhood Healthcare - Temecula (Suite 204) and Neighborhood Healthcare -' Winchester Road (Suite 106), both located at 41715 Winchester Rod. DATED THIS 8th of September, 2010 BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Application to: Or Deliver in Person to: City of Temecula Community Service Funding Program. Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 lntemal Revenue Service Department of the Treasury: P. O. Box 2508 Cincinnati, OH 45201 Date: August a, 2002 Person to Contact - Steve Brown 31-07422 Customer Service Representative Neighborhood 1-lealthcare Toll Free Telephone Number:_ 425 N Date Si 2:00 am. to 5:30 p.m. EST Escondido, CA 92025 877-829-5500 Fax Number: Dear Sir or Madam: 513=263=3756— - - - Federal identification Number: 95-2796316 This is in response to the amendment to your organvation's Maas of Incorporation filed With the state oh March 18, 2002. We have updated our records to reflect, he name change as -indicated above. Our records indicate that a determination letter issued in July 1973 granted your organization exemption from federal income tax under section 501(c)(3) of the internal Revenue Code. That letter is still in effect. Based on information subsequently submitted, we classified your organization as one that is not a private foundation within the meaning of section 509(a) of the Code because it is an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). This classification was based on the assumption that your organization's operations would continue as stated in the application. If your organization's sources of support, or its character, method of operations, or purposes have changed, please let us know so we can consider the effect of the change on the exempt status and foundation status of your organization. Your organization is required to file Form 990, Retum of Organization Exempt from Income Tax, only if its gross receipts each year are normally more than $25,000. If a.return is required, it must be filed by the 15th day of the fifth month after the end of the organization's annual accounting period. The law imposes a penalty of $20 a day, up to a maximum of $10,000, when a retum is filed late, unless there is reasonable cause for the delay. All exempt organizations (unless specifically excluded) are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more paid to each employee during a calendar year. Your organization is not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Organizations that are not private foundations are not subject to the excise taxes under Chapter 42 of the Cooe. However, these organizations are not automatically exempt from other federal excise taxes. Donors may deduct contributions to your organization as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to. your organization or for its use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Neighborhood Healthcare 95-2796316 Your organization is not required to file federal income tax returns unless it is subject to the tax on unrelated business income under section 511 of the Code. If your organization issubject to this tax, it must file an income tax return on the Form 990-T, Exempt Organization. Business Income Tax Return. In this letter, we are not determining whether any of your organization's present or proposed activities are unrelated trade or business as defined in section 513 of the Code, The law requires you to make your organization's annual return available for public inspection without charge for three years after the due date of the return_ If your organization had a copy of its application for recognition of exemption on July 15, 1987, it is also required to make available for public inspection a copy of the exemption application, any supporting documents and the exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are widely available, such as by posting them on the Internet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return). Because this letter could help resolve any questions about your organization's exempt status and foundation status, you should keep it with the organization's permanent records. If you have any questions, please call us at the telephone number shown in the heading of this letter. This letter affirms your organization's exempt status. Sincerely, John E. Ricketts, Director, TEGE Customer Account Services Neighborhood Healthcare Fiscal Year2011Budget Summary 09/07/10 REVENUE: OPERATIONS CAPITAL COMBINED BUDGET BUDGET BUDGET PATIENT FEES (Medical and Dental) 2,246,581 2,246;581 MEDICAID 9,632,058 9,632,058 MEDICARE 2,986,985 2,986,985 PUBLIC INSURANCE 3,819,237 3,819,237 PRIVATE INSURANCE 1,678,975 1,678,975. MANAGED CARE REVENUE 6,233,249 6,233,249 GRANT & CONTRACTS 7,247,893 200,000 7,447,893 DONATIONS - 330,383 330,383 OTHER INCOME 520,453 520,453 TOTAL REVENUE EXPENSE: 34,695,814 200,000 34,895,814. SALARIES & BENEFITS 26,834,772 26,834,772 CONTRACT SERVICES --PATIENT 1,180,622 1,180,622 CONTRACT SERVICES--NON-PATIENT 622,099 622,099 SUPPLIES 2,315,080 2,315,080 COMMUNICATIONS 406,027 406,027 TRAVEL 124,048 124,048 EQUIPMENT 582,402 582,402 FACILITIES 1,381,191 1,381,191 INSURANCE 194,918 194,918 FINANCING COSTS 42,897 42,897 ADVERTISING 37,549 37,549 DEPRECIATION -& AMORTIZATION 618,748 618,748 OTHER EXPENSES 274,537 274,537 OUTREACH 0 TOTAL EXPENSE 34,614,890 0 34,614,890 REVENUE OVER (UNDER) EXPENSE 80,924 200,000 280,924 9/7/2010 1 page budget sum FY2011.XLS NEIGHBORHOOD HEALTHCARE Financial Statements for the 19 Months Ended June 30,2010 BALANCE SHEET Assets Cash & Investments Receivables Inventory Fixed Assets Other Assets Total Assets INCOME STATEMENT Income Donations Foundation Grants United Way Government Funds 2009-10 City Grants City of Temecula Riverside County --Uninsured Other sources ...9,151,457 $. 4,316,700 161,578 $ 13,234,427 $ ' 380,918 $ 27,245,080. $1,161,944 $158,520 $ 19,889,835 $ 1,000 $ 10,000 $15,200,120 Total Income $ 36,421,419 - ---Liabilities&.Fund Balance Current payables Notes Payable Fund Balance Total Lief), & Fund Balance Expenses Salaries & Benefits Operating Expenses Community Services National/Parent Org. Fees Other expenses $ 4,077,000 ._ $ 3,557,364 $ 19,610,716 $ 27,245,080 $ 25,517,402 $ 7,454,169 326,409 Total Expenses $ 33,297,980 Neighborhood Healthcare AUDITED FINANCIAL STATEMENTS For The Years Ended June 30, 2010 and 2009 Neighborhood Healthcare Table of Contents Page Independent Auditors' Report 1- 2 FINANCIAL-STATEMENTS Balance Sheets 3 Statements of Operations and Changes in Net Assets...:: 4 Statements of Cash Flows 5 Notes to the Financial Statements 6 —13 SINGLE AUDIT Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 15-16 Report on Compliance with Requirements Applicable to Each Major Programand on Internal Control Over Compliance in Accordance with OMB Circular A-133 17-18 Schedule of Expenditures of Federal Awards 19 Notes to the Schedule of Expenditures of Federal Awards 20 Schedule of Findings and Questioned Costs 21-22 Board of Directors Neighborhood Healthcare Chirauditwas performed for thepurposeof forming an opinion on thebasicfinancial statements of Neighborhood Healthcare, taken as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by U.S. Office of Management and Budget Circular A-133, Audits -of States, Local Governments and Non -Profit Organizations, and is not a required part of the basic financial statements. Such information has been subjected to the auditingprocedures applied in the audits of the basic financial statements and, in our opinion is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. 764 Pentaes4, September 30, 2010 Neighborhood. Healthcare Statements of Operations and Changes in Net Assets For the years ended June 30, 2010 and 2009 Change in Unrestricted Net Assets: Revenue and other support: Patient and third party revenue, net Grant revenue' Contributions Other Total unrestricted revenue and ott Expenses: Salaries & wages Employee benefits Contractual services Supplies Communications Travel, conferences and meetings Equipment costs Facilities Insurance Depreciation and amortization Provision for bad debts Interest Other Total expenses Excess of revenues over expenses Net unrealized gains and losses Change in unrestricted net assets Net Assets: Beginning of year End of year ersupport See accompanying Notes to the Financial Statements 4 2010 $ 26,911,614 8,351,402 1,391,703 258,644 2009 $ 26,854;327 6,771,771 297,987 152,308 . 36,913,363 34,076,393 22,287,200' 20,886,525 3,230,202 2,998,105 1,985,150 1,845,044. ,2,242,239 2;105,693 407,566 422,495 103,509 129,322 616,472 375,712. 1,261,266 1,185,299 145,623 133,018 515,049 445,245 548,785 563,645 135,583 132,884 388;870 397,875 33,867,514 31,620,862 3,045,849 360,616 3;406,465 2,455,531. 2,455,531 16,487,277 14,031,746 $ 19,893,742 $ 16,487,277 Neighborhood. Healthcare- Notes to the Financial Statements For the years ended June 30, 2010 and 2009 Note A: Organization.. and Operations Neighborhood Healthcare ("NHcare'5, a nonprofit organization operates healthcare facilities at sites in San Diego and Riverside Counties. Neighborhood Healthcare provides a variety of medical, dental, mental health and health education services providing low-cost, high quality, comprehensive primary care services to residents of San Diego and Riverside Counties. Neighborhood Healthcare derives its support through grants and contracts with the U.S. Department of Health and Human Services ("DHHS"), the State of California, the County of San Diego, and various other entities. Additionally, revenues are derived from patient fees and third party charges. Note Bt Summary of Significant Accounting Policies Presentation: The financial statements have been prepared to present the financial position, results of operations and cash flows of Neighborhood Healthcare in accordance with the American Institute of Certified Public Accountants' Accounting and Audit Guide for Health Care Organizations,. dated August 1, 2009. Cash and Cash Equivalents: For purposes of the statement of cash flows, Neighborhood Healthcare considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The savings, checking and investments are on deposit with various financial institutions. As of June 30, 2010 and 2009 the carrying amount of all the accounts, net of outstanding checks, were $8,338,302 and $5,159,978. Per the various financial institutions as of June 30, 2010 and 2009, approximately $377,325 and $250,296, respectively was covered by federal depository insurance. Accounts Receivable: Accounts receivable are recorded at .gross value along with a corresponding allowance for doubtful accounts Allowance accounts are estimated for each type of receivable based on Neighborhood Healthcare's experience in collecting those receivables_ Third -Parry Contractual Agreements: Neighborhood Healthcare has agreements with Medicare that provide payments under a cost -based reimbursement system and with Medi -Cal that provide payments under the Prospective Payment System ("PPS"). In the case of Medicare, reasonable estimates are made and reported in the period services are rendered, and differences between the estimates and actual receipts are included in the statement of operations in the period in which they are determined. In the case of Medi -Cal, payments under the new system are final, unless the number of reimbursable visits is changed as a result of an audit by the State of - California, Department of Health Services. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Management believes these estimates are reasonable. Neighborhood Healthcare Notes to the. Financial Statements For the years ended: June 30, 2010 and 2009 Note C:. Disclosures About Fair Value of Assets Neighborhood Healthcare has adopted Statement of Financial Accounting standards No. 157, Fair Value Measurements (FAS 157). FAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 defines fair value as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. FAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets; Level 2 Observable inputs other than Level I prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be. corroborated by observable market data for substantially the full term of the assets, Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Pursuant to FAS 157, NHcare's investments are classified within Level 1 and Level 2 of the fair - value hierarchy. The types of securities valued based on Level 1 inputs include money market securities. Mutual funds and debt securities are valued based on Level 2 inputs. The following table presents the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within. the FAS 157 fair value hierarchy in which the fair value measurements fall at June 30, 2010: Money market funds Mutual Funds Debt securities Fair Value. Fair Value Measurement Using Quoted Prices Significant Significant in Active Other Other Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) $ 784,005 $ 6,848,124 $ 396,900 $ 784,005 - - $ 6,848,124 $ 396,900 Note D: Board Designated Cash and Investments Board Designated Cash and Investments are designated by the board of directors. As such, these funds are unrestricted, and include checking, money market accounts and stocks and are stated at their fair market value at June 30, 2010 and 2009. Board Designated Cash and Investments at June 30, 2010 and 2009 are $711,531 and $628,595, respectively. Neighborhood Healthcare Notes to the Financial Statements For the years ended June 30, 2010 and 2009 Note I: Net Patient Revenue Neighborhood Healthcare has agreements with third -party payors that provide payments to Neighborhood Healthcare at amounts different from its established rates. A summary of the payment agreements with third party payors follows; Medicare: Medical services rendered to Medicare program beneficiaries are paid under a cost -based reimbursement system at two sites. Neighborhood Healthcare is reimbursed at a tentative ("interim") rate, with final settlement determined after submission of the annual cost report by Neighborhood Healthcare and audit thereof by the fiscal intermediary. Medi -Cal: Medical and dental services rendered to Medi -Cal beneficiaries are paid under the Prospective Payment System (PPS) using rates established by Neighborhood Healthcare's "Base Year" cost report filed under the previous cost based reimbursement system. These rates are adjusted annually according to changes in the Medicare Economic Index and any approved changes in Neighborhood Healthcare's scope of service. Note J: Concentration of Credit Risk NHcare grants credit without collateral to its patients, most of whom are local residents and are insured under third -party agreements. The mix of accounts receivables from patients and third -party payors at June 30, 2010 and 2009 was as follows: Payor Class 2010 2009 Medi -Cal 44% 46% Medicare 15% 26% Other third -party payors 31% 20% Private pay patients 10% 8% Total 100% 100% Note K: Donated Services and Facilities Donated services are those services that have been received, valued and recorded. Contributed services are those services that are received but not valued or recorded. It is the policy of Neighborhood Healthcare to encourage contributions from the residents of the greater San Diego and Riverside County areas. Donated services and facilities are valued at prevailing market rates.. Certain immaterial services and facilities contributed to Neighborhood Healthcare have not been valued or recorded. Note L: Sliding Fee Scale Discounts As described in Note B, Neighborhood Healthcare records sliding fee discounts as a contra -revenue account. The amount of sliding fee discounts for the years ended June 30, 2010 and 2009 was approximately $4,779,829 and $3,860,670, respectively. 10 Neighborhood Healthcare Notes to the Financial, Statements For the years ended June 30, 2010 and 2009 Note M: Long-term Debt (continued) Neighborhood Healthcare has a line -of -credit with a local bank in the amount of $1,000,000. The, interest rate is the bank's reference rate (prime) plus 0.50%0: NHcare has.. a line -of -credit with an investment fret at prime plus 0.75%. As of June 30, 2010 and 2009, the outstanding balances were $0. Note N: Deferred. Revenue Deferred revenue consisted of the following at June 30, 2010 and 2009: PPH Hospitalist Program Blue Shield Kaiser San Diego County - Dental S.G. Komen Foundation Other Total 2010 6,667 19,766 2009 $ 184,134 6,667 13,794 180,924 3,261 681 $ 26,433 $ 389,461 Note 0: Lease Commitments Neighborhood Healthcare has commitments under operating lease agreements that range in termination dates through 2017. Total lease expense for the years ended June 30, 2010 and 2009 was $463;545 and $437,593, respectively. Following are the lease commitments based on agreements in place at June 30, 2010: Year Ending Lease Payment 2011 $ 460,736 2012 461,297 2013 91,080 2014 12,480 2015 12,480 Total $ 1,038,073 Note P: Medical Malpractice Claims Neighborhood Healthcare is deemed an employee of the federal government and is covered for malpractice insurance under the Federal Tort Claims Act ("FTCA"). Neighborhood Healthcare also has supplemental Professional Liability coverage for individual claims up to $1,000,000 and aggregate annual claims up to $3,000,000. NHcare has on-going litigation claims as result of its normal course of operations; however, in the opinion of management, these claimswillbe fully covered by NHcare's insurance coverage and will not have a material adverse effect upon the financial statements. SINGLE AUDIT REPORTS 14 Board of Directors Neighborhood Healthcare This report is intended for the information of the board of directors, management, state and federal awarding agenciesand pass-through entities and is not intended to be and should not be used by anyone other than thesespecified parties: 7M Paneteaa, September30, 2010 BoardofDirectors- Neighborhood Healthcare A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal courseof performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. Our consideration of the internal control over compliance was for the limited purpose described in the fust paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be deficiencies, significant deficiencies, or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. This report is intended solely for the information and use of the board of directors, management, state and federal awarding agencies and pass-through entities and isnot intended and should not be used by anyone other than these specified parties. 7e4 Pastan& Lep September 30, 2010 Neighborhood Healthcare Notes to Schedule of Expenditures of Federal Awards For the year ended June 30, 2010 Note A: Basis of Presentation The accompanying Schedule of Expenditures of Federal Awards (the "Schedule") summarizes the expenditures of Neighborhood Healthcare ("NHcare") under programs of the federal government for the year ended June 30, 2010. Because the Schedule presents only a selected portion of the operations of Neighborhood Healthcare, it is not intended to, and does not, present the financial position, changes in net assets, or cash flows for Neighborhood Healthcare. For purposes of the Schedule, federal awards include all grants and contracts entered into directly between Neighborhood Healthcare, agencies, and departments of the federal government. The awards are classified into major program categories in accordance with the provisions of Office of Management and Budget (OMB) Circular A-133, Audits of States, Local Government and Non -Profit Organizations. Note B: Basis of Accounting For purposes of the Schedule, expenditures for federal programs are recognized on the accrual basis of accounting. Expenditures are determined using the cost accounting principles and procedures set forth in OMB Circular A-122, Cost Principles for Non -Profit Organizations. Note C: Relationship o Statements Consistent with management's policy, federal awards are recorded in various revenue categories. As a result, the amount of total federal awards expended on the Schedule does not agree to total grant revenue on the Statement of Operations and Changes in Net Assets as presented in Neighborhood Healthcare's Report on Audited Financial. Statements. Schedule of Expenditures of Federal Awards to Financial Neighborhood Healthcare- Schedule of Findings and Questioned Costs (continued) For the year ended June 30, 2010 II. Current Year Audit Findings and Questioned Costs, Findings Required to be Reported by Government Auditing Standards - No matters are Findings Required to be Reported by OMB Circular A-133 - No matters are reportable III. Prior Year Audit Findings and Questioned Costs - No matters are reportable eportable 01 &Tana CITY OFTEMECUL4 SEP 1 5 2010 ONCE apt COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Pnnt or Type) FISCAL` YEAR 2010-1 21 PROJECT INFORMATION Amount Requested: $ 000 (Maximum allowable $5,000) Project Name: Iv iU<S st per tccs 9e� Aiopte Pew c--en-f\ Project End Date: cc so i Project Start Date: 1,7 A ia ORGANIZATION INFORMATION Name of Organization: Dui& 1Jic.ttnl S-RN)DfrTlo,J 1 n Contact Name: Km -yr? AO Title/Position: r i an T-t€3t rccz_, Mailing Address: 3iv-V\ 3 P Ariz -Oro euosLo (24,. ,5v ere -.?os , f I.a uc4c Ra3cf Telephone: '15j -3035S -1-3-a- Year Organization Founded: aooU j Number of Paid Staff: Number of Volunteers: (90 ,t - Geographic Area(s) Served: icemeco V Ca\ Is this organization incorporated in Califomia as a non-profit organization? Yes n No Effective Date: 8/2005" If"yes"(Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 12/23 /zo 0 's Federal identification number: R0 .3 3 `(� ?''00 State identification number: If "no": Name of sponsoring organization: Federal identification number. State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Members -at -Large Application — Page 1 PROJECT DESCRIPTION How will yourorganization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved: Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) 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UJe Ac r 12--- �) snore lea s furl r �� : rS rin -;/‘ rreik e i a dAIL h I rL ara n)v c i�-rr bait S vn;-for•rn5 cAc< yeeKes, Ch.i &&PA mailer -4 (1nctrnev_ ,- iifAr\5 \aefbt CO- r2 c;Ii=i'CL 0. Aoolication - Paae 3 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: ei It -to everf�2� PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: NAME and TITLE (Please Print or Type) An t -' o NAME' nd TITLE (Please Print\or Type) ORGANIZATION NAME: 0 L ,-- '3� ,cort 5 -Go-J-0,6103-3 MAILING ADDRESS: 3 ► li3 ( f4;ka 9oG' hW AD TELEPHONE: 7`irfc.oc-A-, CA cra-Sci'a-' x-05 115► -3D3 -621 -3 -)-- ; DATED THIS I cif (Date) 4crj-✓ , 2010. (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annlinatinn — Pane 5 State of California Secretary of State 1, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify: That the attached transcript of page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. Sec/State Form CE -107 (REV 03/31/05) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of AUG 1 0 2005 BRUCE McPHERSON Secretary of State 18 676 eN.DOR SED - FILED ARTICLES OF INCORPORATION ottteStateofCalikin,af ratsAUG 1 6 2005 OF Our Nicholas Foundation, Inc: The name of the corporation is Our Nicholas Foundation, Inc. IL A. This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. B. The specific purpose of this corporation is to: a foundation built on raising funds to be donated to specific organizations related to Autism and Special Needs programs. III. The name and address in the State of California of this corporation's initial agent for service of process is: Name: Mark Anselmo Address: 32653 Hupa Drive, Temecula, CA 92592 IV. A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. The property of this corporation is irrevocably dedicated to charitable purposes and no part s. of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or windingup of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund,. foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501 (c)(3) of the Internal Revenue Code. IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on the date below. Date: August 9, 2005 LegalZoom.com, Inc., Incorporator By: 104.0 Cindy Ly, Assist t cretary INTERNAL REVENUE SERVICE P. . BOX 2508_. CINCINNATI,- OH 45201 DECry(�(� Employer Identification Number: Dated -- E 2 3 20� DLN:3348800 _._ 17053336009015 --OUR NICHOLAS- FOUNDATIONINC -- - Contact Person: 32653 BUPA DR - NANCY L HEAGNEY ID# 31306 TEMECULA; CA. 92592 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: December 31 Effective Date of Exemption: August 10, 2005 Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section.170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a private foundation within the meaning of section 509(a) of the Code. You are required to file Form 990 -PF annually. Please see enclosed Information for Private Foundations Exempt Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. You can obtain information about private foundation status by requesting Publication 578, Tax Information for Private Foundations and Foundation Managers. Sincerely, Lois G. Lerner Director, Exempt Organizations Rulings and Agreements Enclosure: Information for Private Foundations Exempt Under Section 501(c) (3) Letter 1076 (DO/CG) CITY OF TEMECIILA - City of Tetnecu h 22 FISCAL. YEAR 20 1 0.1 1 COMMUNITY SERVICE FUNDING PROGRAMPPLJCATIO (Please Print or Type) I ante epa me11 SEP • 0 0 2010 2010-11 Program Submission Deadline: Wednesday, September 15, 2010 (original, plus one) PROJECT INFORMATION _. Amount Requested: $ 5,000.00 (Maximum allowable $5,000) Project Name: Direct Services to Rape Victims/ Rape Awareness and Prevention Project Start Date: July 1, 2010 Project End Date: June 30, 2011 ORGANIZATION INFORMATION Name of Organization: Riverside Area Rape Crisis Center Contact Name: Larry McAdara Title/Position: Executive Director Mailing Address: 1845 Chicago Avenue, Suite A, Riverside, CA 92507 Telephone: (951) 686-7273 Year Organization Founded: 1973 Number of Paid Staff: 11 Number of Volunteers: 47 Geographic Area(s) Served: All of Westem Riverside County Is this organization incorporated in Califomia as a non-profit organization? Yes X No Efective Date: May 11, 1981 If "yes": (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit May 11, 1981 If "no": Federal identification number 95-3245057 State identification number 910-3448-8 Name of sponsoring organization Federal identification number State identification number This application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does notrequire a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The Riverside Area Rape Crisis Center (RARCC) has been providing high quality services to survivors of sexual assault and their families in Westem Riverside County for over37 years. The Mission Statement of the Center states that the organization "...is committed to providing support seniices to survivors of sexual assault and their families..." We provide a 24-hour crisis line• 24- hour hospital; court and law enforcement accompaniment in-person counseling; support groups; advocacy services• and information and referrals. All services are available at no charge to rape victims and their families and are available in Spanish. The Mission Statement also states that we are committed to "providing community education to achieve awareness and prevention of sexual assault." This is accomplished through our Child Abuse Prevention Program in elementary schools, middle schools and high schools. Our Latino and Senior Outreach Coordinators also provide education. We work closely with law enforcement and other community organizations to increase awareness of sexual assault. In fiscal year 2009/2010, the Riverside Area Rape Crisis Center assisted 64 victims of sexual assault and their family members in the city of Temecula. Education and awareness presentations were provided to 963 children and adults. This included presentations to elementary schools, WIC Programs, the Senior Center and Pechanga Reservation. With additional funding, the Riverside Area Rape Crisis Center could provide sexual assault prevention programs to more children and adults in the city of Temecula. Fiscal management of the Riverside Area Rape Crisis Center is excellent. In addition to an annual audit, financial statements are prepared monthly by an enrolled agent, Pat. Hartley, MBA. Programs are evaluated by the Board of Directors, Volunteer Committees and the Executive Director. The Center has a strong presence in the community and is supported by all segments of the population through volunteerism, financial contributions and in-kind donations. Additional funding will also assist with the implementation of our support group network in Western Riverside County. These groups meet for 11/2 hours for four consecutive weeks and provide the participants with expanded information and networking systems to cope with the ongoing effects of sexual assault and the commensurate toll it takes on the survivors as well as their family members. Additional funding will also help with the expansion of our self-defense programs for women and children; specifically KidPower and Women Teaching Women. With the ever-increasing population growth in the Temecula area, it has become even more essential to provide and concentrate additional resources in the area of care and prevention. We are also attempting to expand our services to include more support and resources to the significant others and family members to perhaps directly impact the 80% relationship failure rate following a sexual assault. 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significantactivities related to this project: You may attach a maximum of one double-spaced typewritten page of information. (Please type .: or print legibly:): The Riverside Area Rape Crisis Center will use funding to assist sexual assault victims and provide child abuse prevention programs in the city of Temecula. The goals for fiscalyear2010/11 .include: • To provide crisis intervention, advocacy and accompaniment to 55 rape victims and their families • To provide follow-up appointments and counseling to 40 victims and their family members: • To provide abuse prevention programs to 800 children and 300 adults through the Community Education Programs, Child Abuse Prevention Program Hispanic Outreach and Senior Outreach Programs • 30 crisis line and advocacy volunteers and 11 FTE paid employees will be utilized to assure these goals will be reached • A minimum of two Support Groups will be hosted in the Southwest county area during the grant period • Awareness and prevention programs will be presented in the City of Temecula. Accompaniment and advocacy will be provided wherever necessary e.e., Riverside County Regional Medical Center, Rancho Springs Medical Center, police stations in Temecula, Riverside County Courts, etc.) Counseling will be provided at a place convenient to the client or via telephone • A copy of the Riverside Area Rape Crisis Center's draft Budget for fiscal year 2010/11 is attached. 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited; The City of Temecula has been financially supportive of the Riverside Area Rape Crisis Center for the past five years. The financial support has been used to assist rape victims and their family members at the hospital (Riverside County Regional Medical Center) during evidence collection as well as assisting victims on the crisis hotline. The benefit to the Temecula community is that these services are provide 24 -hours a day, 7 -days a week. Temecula residents can access the services of the Riverside whenever they are needed. Other services residents have used include: In person counseling, information and referrals, support groups, and self-defense programs. Staff and volunteers from the agency travel to Temecula to assist rape victims. Last year 64 residents of Temecula were helped with direct services. Rape prevention education was also provided to Temecula residents at the senior citizen center and at elementary, middle, and high schools in the Temecula area. Last year a combination of 963 children and adults were provided with our Child Abuse prevention program and community education presentations that we conduct county -wide. SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: Larry McAdara, Executive Director SIGNATURE: NAME AND TITLE (Please Print or Type). PRESIDENT or AUTHORIZED FFICER: Tracey Vackar, President of the Board of Directors SIGNATURE: NAME AND TITLE (Please Print or Type) ORGANIZATION NAME: Riverside Area Rape Crisis Center MAILING ADDRESS: 1845 Chicago Avenue, Suite A, Riverside, CA 92507 TELEPHONE: (951) 686-7273 DATED THIS ' of S',�r/Ca:ea' , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 State of California Secretary of State STATEMENT OF INFORMATION (Domestic Nonprofit, Credit Union and Consumer Cooperative Corporations) Filing Fee: $20.00.- If amendment, see instructions. IMPORTANT—READ INSTRUCTIONS BEFORE COMPLETING THIS FORM This Space For Filing Use Only 1. CORPORATE NAME (Please do not alter if name is preprinted.) C0846615 PB NCD RIVERSIDE AREA RAPE CRISIS CENTER 1845 CHICAGO AVE., STE. A RIVERSIDE, CA 92507 �• DUE DATE: COMPLETE PRINCIPAL OFFICE ADDRESS (Do not abbreviate the name of the city. Item 2 cannot be a P.O. Box.) 2: STREET ADDRESS OOF PRINCIPAL OFFICE IN CALIFORNIA, IF ANY CITY STATE ZIP CODE 1845 Chicago Avenue,.Suite A Riverside CA 92507 3. MAILING ADDRESS OF THE CORPORATION, IF REQUIRED CITY - STATE ZIP CODE 1845 Chicago Avenue, Suite A Riverside CA - 92507 NAMES AND COMPLETE ADDRESSES OF THE FOLLOWING OFFICERS (The corporation must have these three officers.. A comparable title for the specific officer may be added; however, the preprinted titles on this form must not be altered.) 4. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE Larry. McAdara, Executive Dir RARCC, 1845 Chicago Ave., Suite A Riverside CA 92507 5. SECRETARY/ ADDRESS CITY STATE ZIP CODE Ann B. Stormes, Secretary RARCC, 1845 Chicago Ave., Suite A Riverside CA 92507 6. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE Debbie Henley, Treasurer RARCC, 1845 Chicago Ave., Suite A Riverside CA 92507 AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and Item 8 must be completed with a California street address (a P.O. Box -address is not acceptable). If the agent is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 8 must be left blank.) 7. NAME OF AGENT FOR SERVICE OF PROCESS Larry McAdara 8. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE 1845 Chicago Avenue, Suite A Riverside CA 92507 DAVIS-STIRLING COMMON INTEREST DEVELOPMENT ACT (California. Civil Code section 1350, et seq.) 9. Check here if the corporation is an association formed to managea common interest development under the Davis -Stirling Common Interest Development Act and proceed to Items 10, 11 and 12. NOTE: Corporations formed to manage a common interest development must also file a Statement by Common Interest Development Association (Form SI -CID) as required by California Civil Code section 1363 6 Please see instructions on the reverse side of this form. 10. ADDRESS OF BUSINESS OR CORPORATE OFFICE OF THE ASSOCIATION, IF ANY CITY STATE ZIP CODE 11. FRONT STREET AND NEAREST CROSS STREET FOR THE PHYSICAL LOCATION OF THE COMMON INTEREST DEVELOPMENT 9 -DIGIT ZIP CODE (Complete if the business or corporate office is not on the site of the common interest development.) 12. NAME AND ADDRESS OF ASSOCIATION'S MANAGING AGENT, IF ANY CITY - STATE ZIP CODE - �l ;7 13. THE INFORMATION CONTAINED HEREIN 15 TRUE AND CORRECT. , 2/2/2010 Larry McAdara Executive Director . VII- ,.dir DATE TYPE/PRINT NAME OF PERSON COMPLETING FORM TITLE SI 'ATURE SI -100 (REV 0112008) APPROVED BY SECRETARY OF STATE Internal Revenue Servit Riverside--Area-Rape Crisis Center 2060 University Ave., Ste. 106 Riverside, CA 92507 Department of ti Treasury P:O: Box 2350 Los Angeles, Calif. 90053 Person to Contact: _ Gilda Lewis Telephone Number: (213) 894-2336 Refer Reply to: EO(0215)95 Date: • 1994 RE: Riverside Area Rape Crisis Center EIN:. 95-3245057 . • Gentlemen: This letter is in response to your request for a copy of the determination letter for the above namedlorganization. Our records indicate that this organization was recognized to be exempt from Federal Income Tax in May 1981 as described in Internal Revenue Code Section 501(c)(3). It is further classified as an organization that is nqt a private foundation as defined in Section 509(a) of the code, because it is an organization described in Section 170(b)(1)(A)(vi). The exempt status for the determination letter issued in May 1981 continues to be in effect. If you need further assistance, please contact our office at the above address or telephone number. Sincerely, ILDA LEWIS Disclosure Assistant )Riverside Area Rape Crisis Cent Operating Budget 2010-2011 -:._ _..._. 2010-2011 Budget M.._. -.: _.. - REVENUE General Income-- - - - $ -- - -- -600 -- --`0% CaIEMA Income $ 238,857 33% CDPH Income $ 62,446 9% City. of Temecula... $ 5,000 1% City of Moreno Valley (CAP) -$ 7,500 1% City of Riverside CDBG - $ : 20,000 3% FJC Reimbursement (SARCs) - $ 15,166 2% County of Riverside (DPSS) $ 10,000 1% County of Riverside CDBG $ 8,125 1% City of Riverside Police $ 15,000 2% Soroptimist Clubs $ - 1,000 0% United Way Inland Valley . $ - 30,818 4% Crystal Vision Grant Revenue $ 25,000 3% Larry Francis Scholarship $ 494 0% Foundation Grants $ 41,630 6% Private Donation $ 10,000 1% United Way Donor Designations $ 5,500 1% Special Events $ 130,000 18% Reimbursements Received _ $ 3,500 0% DA's SASRU Grant (8 months) $ 31,645 4% Interest Income $ 100 0% Volunteer Training Income $ 2,000 0% InterDept Rent $ 19,176 . 3% Postage $ 1,700 0% TOTAL REVENUE $ 683,557 94% Valueof In -Kind Services $ 46,710 6% ADJUSTED TOTAL REVENUE $ 730,267 100% _. -_.... _....- 2010-2'11 Budget - % EXPENSES Salaries& Wages - '-$"-- 326,927 -- 45% SARCs Salaries&Wages (2 months) $ 13,346 2% DA's SASRU Grant (8 months) $ 27,848 - 4% DirectService Assistants $ _._.....15,000- . -2% Health Benefits $ 35,034 5% Payroll Taxes (10%) $ 36,812 5% Workers Comp. Ins (2%). $ - 7,362 - 1% Retirement Expense $ 100 0% Conference Fees $ 1,500 0% Travel & Mileage . $ 6,200 1% Equip. Rental & Maintenance $ 8,500 1% Office Maintenance $ 1,000 0% Office Furniture & Equip. $ 1,000 0% Accounting & Auditing $ -- 19,000 3% Consultant Fee $ 6,000 I% Advertising . $ 1,000 0% Annual Dinner $ 400 0% Direct Aid $ 3,000 0% Educational Materials $ 500 0% Auction Expenses $ 30,000 4% Liability & D&O Insurance $ 8,500 I% Memberships $ 1,600 0% Cleaning Services $ 2,400 - 0% Postage $ 1,700 0% Printing/Duplicating $ 3,500 0% Taxes and Licenses $ 500 0% Rent $ 19,176 3% Mortgage Interest $ 39,002 5% Association Fees $ 5,200 I% Meetings Expense $ 500 0% Crystal Vision/Strength/Be Strong $ 25,000 3% Alarm Service $ 450 0% Staff Development $ 1,000 0% Supplies $ 4,000 1% Telephone & Answering Svc $ 12,500 2% Volunteer Training $ 3,500 0% Utilities $ 4,500 1% Internet Service $ 1,100 - 0% Volunteer Recognition $ - 2,000 0% Water Service $ 400 0% Bank Charges/Fees $ 2,000 0% Miscellaneous $ 1,500 0% Depreciation Expense $ 33,044 5% Interest on Line of Credit $ - 3,000 0% Loan Orgination Fees $ - 0% TOTAL EXPENSES $ 716,601 98% Value of In -Kind Services $ 46,710 6% Less Depreciation $ - (33,044) -5% ADJUSTED TOTAL EXPENSES $ 730,267. 100% Change in Net Assets $ 0 0% Board Approved July 1, 2010 August 28, 2010 Board of Directors Riverside Area Rape Crisis Center 1845 Chicago #A Riverside, CA Dear Members of the Board, Enclosed are the Preliminary Financial Statements for the one month ended July 31, 2010. The Riverside Area Rape Crisis Center recorded a net loss of $9,343.84, with an operating cash balance of $304.61 I have compiled the accompanying statement of financial position of Riverside Area Rape Crisis Center as of July 31, 2010 and the related statements of activities and cash flow for the period then ended in accordance with Generally Accepted Accounting Principals (GAAP). A compilation is limited to presenting in the form of financial statements, information that is the representation of management. l have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them. Management has elected to omit substantially all of the disclosures required by GAAP. If the omitted disclosures were included in financial statements, they might influence the user's conclusions about the Company's financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters. There is a copy of the Audited Financial Statements for the Fiscal Year Ended June 30, 2009 available at Riverside Area Rape Crisis Center. Sincerely, Pat Hartley, MB.,! 28907 Baywater Dr Menifee, 0192584 Phone: 951-317-0642 Fax: 800-641-1851 Ernst?: patc)a accountingonthego. corn Current Assets. Petty Cash Cash in Checking FNB First Nati Bank Money Market Accounts Receivable OES Receivable FJC Receivable Moreno Valley Receivable City of Temecula Receivable Riverside County Receivable CDBG Receivable City CDBG Receivable DI -IS Receivable Contributions UWIV Prepaid Insurance Total Current Assets Riverside Area Rape Crisis Center Statement of Financial Position July 31, 2010 ASSETS 500.00 304.61 18,195.45 6,203.10 58,899.00 13,637.10 1,034.71 363.23 571.86 968.73 1,401.55 9,130.49 30,818.52 3,469.87 Property and Equipment Land 73,581.00 Building 883,330.30 Building Improvements - 14,705.69 Office Furniture and Equipment 44,503.21 Computers 25,585.15. Accumulated Depreciation (156,160.73). Total Property and Equipment Other Assets Total Other Assets Total Assets 145,498.22 885,544.62 0.00 1,031,042.84 See Accountants' Compilation Report Current Liabilities __... Accounts Payable. Payroll Deductions Payable -- Accrued Vacation Total Current Liabilities - Long -Term Liabilities Mortgage Payable (Building) Total Long -Term Liabilities Riverside Area Rape Crisis Center Statement of Financial Position _.-July 31,2010..._ LIABILITIES AND CAPITAL 3,350.17- 44.00 19,012.26 515,822.64 22,406.43 515,822.64 Total Liabilities 538,229.07 Net Assets Nancy Willem Fund Unrestricted Net Assets Grant Purchased Equipment Temp. Restricted Net Assets Net Income 455.53 415,000.47 37,154.20 49,547.41 (9,343.84) Total Net Assets 492,813.77 Total Liabilities & Net Assets 1,031,042.84, See Accountants' Compilation Report Revenues General Income- $ 0.00 50.00 (50.00) $ 0.00 50.00 00) OES Income 17,555.00 19,904.75 (2,349.75) 17,555.00 19,904.75 (2,349.75) DHS Income - 4,295.71 _5,203.84 (908.13) 4,295.71 5,203.84 (908.13) City of Temecula .363.23 -_... 416.67 ... (53.44) 363.23 416.67 ' ..(53.44) City of MorenoValley(CAP 585.38 625.00 (39.62) 585.38 625.00 (39.62) City of Riverside CDBG : 1,401.55 1,666.67 (265.12) 1,401.55 1,666.67 (265.12) Sheriffs VAW Grant 6,973.62 7,583.00 (609.38) 6,973.62 7,583.00 (609.38) County of Riverside (General 571.86 833.34 (261.48) 571.86 833.34 (261.48) County of Riverside CDBG - :968.73 812.50 156.23 - 968.73 812.50 - . 156.23 City of Riverside Police - 0.00 1,250.00 (1,250:00) 0.00 1,250.00 - (1,250.00) Soroptimists Club -Riverside 0.00 83.33 (83.33) 0.00 83.33 (83.33) Soroptimist International 1,000.00 0.00 1,000.00 1,000.00 0.00 1,000.00 United Way lnlandValley - 2,736.01 2,568.17 167.84 2,736.01 2,568.17 167.84 Crystal Vision Grant Revenu 0.00 2,083.33 (2,083.33) 0.00 2,083.33 (2,083.33) Larry Francis Scholarship 0.00 41.17 (41.17) 0.00 41.17 (41.17) Foundation Grants 2,250.00 3,469.17 (1,219.17) 2,250.00 3,469.17 (1,219.17) Private Donation 370.00 833.34 (463.34) 370.00 833.34 (463.34) United Way Donor Designati 61.58 458.33 (396.75) 61.58 458.33 (396.75) Special Events 3,446.00 0.00 3,446.00 3,446.00 0.00 3,446.00 Reimbursements Received 0.00 291,67 (291.67) 0.00 291.67 (291.67) DA's SASRU Grant 3,136.57 3,955.63 (819.06) 3,136.57 3,955.63 (819.06) Interest Income 11.16 8.33 2.83 11.16 8.33 2.83 Volunteer Training Income 765.00 166.67 598.33 765.00 166.67 598.33 Safe House 150.00 0.00 150.00 150.00 0.00 150.00 InterDept Rent 1,598.00 1,598.00 0.00 1,598.00 1,598.00 0.00 Riverside Area Rape CrisisCenter Consolidated Statement of Activities For the One Month Ending July 31, 2010 Current _ _._Current Variance Month Budget Variance Total Revenues 48,239.40 53,902.91. (5,663.51) 48,239.40 53,902.91 (5,663.51) Expenses Salaries & Wages 29,271.46 30,724.92 (1,453.46) 29,271.46 30,724.92 (1,453.46) SARCs 6,153.86 6,673.00 (519.14) 6,153.86 6,673.00 (519.14) Direct Service Assistants 821.30 1,250.00 (428.70) 821.30 1,250.00 (428.70) Health Benefits 2,922.60 2,919.50 3.10 2,922.60 2,919.50 3.10 Payroll Taxes 2,710.02 3,067.67 (357.65) 2,710.02 3,067.67 (357.65) Workers Comp. Ins. 0.00 613.50 (613.50) 0.00 613.50 (613.50) Retirement Expense 0.00 8.34 (8.34) 0.00 8.34 (8.34) Counseling 0.00 0.00 0.00 0.00 0.00 0.00 Conference Fees 512.23 125.00 387.23 512.23 125.00 387.23 Travel & Mileage 1,005.63 516.67 488.96 1,005.63 516.67 488.96 Equip. Rental & Maintenanc 1,367.10 708.33 658.77 1,367.10 708.33 658.77 Office Maintenance 0.00 83.34 (83.34) 0.00 83.34 (83.34) Office Furniture & Equip. 0.00 83.34 (83.34) 0.00 83.34 (83.34) Accounting & Auditing 519.69 1,583.34 (1,063.65) 519.69 1,583.34 (1,063.65) Consultant Fee 0.00 500.00 (500.00) 0.00 500.00 (500.00) Advertising 0.00 83.34 (83.34) 0.00 83.34 (83.34) Annual Dinner 0.00 33.33 (33.33) 0.00 33.33 (33.33) Direct Assistance 0.00 250.00 (250.00) 0.00 250.00 (250.00) Educational Materials 0.00 41.67 (41.67) 0.00 41.67 (41.67) Auction Expenses - 1,228.47 0.00 1,228.47 1,228.47 0.00 1,228.47 Liability Insurance 580.20 708.33 (128.13) 580.20 708.33 (128.13) Memberships ..0.00 133.34 (133.34) 0.00 133.34 (133.34) Cleaning Services 200.00 200.00 0.00 200.00 200.00 0.00 Postage - - - - -61.03 141.67 - (80.64) 61.03 - 141.67 - (80.64) Printing/Duplicating - - 0.00 - 291.67 . - (291.67) 0.00 291.67 (291.67) Taxes and Licenses 0.00 41.67 (41.67) 0.00 41.67 (41.67) Rent 1,598.00 1,598.00 0.00 1,598.00 1,598.00 0.00 Mortgage Interest 3,228.91 3,250.17 (21.26) 3,228.91 3,250.17 (21.26) Association Fees 429.45 433.33 (3.88) 429.45 433.33 (3.88) Meetings Expense 91.96 41.67 50.29 91.96 41.67 50.29 See Accountants' Compilation Report Riverside Area Rape Crisis Center Consolidated. Statement of Activities_. _.. For the One Month Ending July 31,.2010•- Current- Current Variance Year toDate YTD Budget Variance Month: Budget Strength Camp 126.09 2,08133 (1,957.24) 126.09 - 2,083.33 (1,957.24) Alarm Service __ _ . . 3695 37.50.... -(0,55) 36.95 _.. - 37.50.._. (0.55)...... Staff Development 11.99 83.33 (71.34) 11.99 83.33 (71.34) Supplies 42.78 333.33 (290.55) 42.78 333.33 (290.55) Telephone & Answering Svc -. 734.41 .. 1,041.67 _ (307.26) 734.41 _ 1,041.67 (307.26) .. Volunteer Training - - - - 325.68 291.67 - 34.01 - -- . 325.68- - - - 291.67 - 34.01- - Utilities 399.77 375.00 24.77 - 399.77 375.00 24.77 Internet Service 71.93 91.67 (19.74) 71.93 91.67 (19.74) Pagers .. - . - - - - 0.00 - 0.00 - 0.00 0.00 - 0.00 0.00 Volunteer Reeognition 0.00 166.67 (166.67) 0.00 166.67 (166.67) Water Service 32.61 33.33 (0.72) 32.61 33.33 (0.72) BankChazges/Fees 35.45 166:67 - - (131:22) - -- -35.45-- 166.67 -- (131.22) Miscellaneous 310.00. 125.00 185.00 310.00 125.00 185.00 Depreciation Expense. 2,753.67. 2,753.67 0.00 2,753.67 2,753.67 0.00 Interest 0.00 250.00 (250.00) 0.00 250.00 (250.00) Total Expenses 57,583.24 63,937.98 (6,354.74) 57,583.24 63,937.98 (6,354.74) Change in Net Assets $ (9,343.84) (10,035.07) 691.23 $ (9,343.84) (10,035.07) 691.23 See Accountants' Compilation Report Cash Flows from operating activities Net NeIncome.... Adjustments to reconcile net income to net cash provided by operating activities Accumulated Depreciation Accounts Receivable Accounts Payable Other Current Liabilities Total Adjustments - Net Cash provided by Operations Cash Flows from investing activities Used For Net cash used in investing Cash Flows from financing activities Proceeds From Used For Mortgage Payable (Building) Net cash used in financing Net increase <decrease> in cash Riverside Area Rape Crisis Center Statement of Cash Flow For the one Month Ended July 31, 2010 Current Month.. _ _.:. _ ___Year.to Date. (9,343:84) $ (9,343.84) 2,753.67 -- 2,753.67 (9,998.09) (9,998.09) (2,040.56) (2,040.56) (956.00) (956.00) (10,240.98) (19,584.82) - (10,240.98) (19,584.82) 0.00 0.00 (804.05) (804.05) (804.05) (804.05) $ (20,388.87) $ (20,388.87) Summary Cash Balance at End of Period $ 19,000.06 $ 19,000.06 Cash Balance at Beginning of P (39,388.93) - (39,388.93) Net Increase <Decrease> in Cash $ (20,388.87) $ (20,388.87) Unaudited - For Internal Use Only. Page Riverside Area Rape Crisis Center Consolidated Statement of Activities with Prior Year Comparison For the One Month Ending July 31, 2010.. Current Prior Year Revenues ... _ OES:Income : : $ 17,555:00. $ 17,314.92 : 240.08 DHS Income - _ _ 4,295.71 _ 4,659.48 (363.77) City of Temecula 363.23 --- 334.93 _ - 28.30 City of Moreno Valley (CAP) 58538 - 632.06 (46.68) City of Riverside CDBG 1,401-.55 1,613.38 (211.83) ...Sheriffs VAW Grant _ , ..6,973.62- - - 3,500.34 . - 3,473.28 County of Riverside (General) 571.86 766.79 (194.93) County of Riverside CDBG 968.73 0.00 968.73 Soroptimist International _ _1,000.00 0.00,.. 1,000.00 United Way Inland Valley 2,736.01 2,568.21 167.80 Foundation Grants 2,250.00 0.00 - 2,250.00 Private Donation- -- - - - - 370.00 - - - 0.00 - - 370.00 United Way Donor Designations 61.58 753.05 (691.47) Special Events 3,446.00 0.00 3,446.00 DA's SASRU Grant 3,136.57 0.00 3,136.57 Interest Income 11.16 5.04 6.12 Volunteer Training Income 765.00 600.00 165.00 Safe House 150.00 0.00 150.00 InterDept Rent - 1,598.00 1,598.00. 0.00 Total Revenues 48,239.40 34,346.20 13,893.20 Expenses • Salaries & Wages 36,246.62 32,863.14 3,383.48 Health Benefits - 2,922.60 3,273.84 (351.24) Payroll Taxes 2,710.02 2,478.13 231.89 Workers Comp. Ins. 0.00 445.00 (445.00) Retirement Expense 0.00 0.00 0.00 Counseling 0.00 0.00 0.00 Conference Fees 512.23 458.40 - 53.83 Travel & Mileage 1,005.63 275.83 729.80 Equip. Rental & Maintenance 1,367.10 171.31 1,195.79 Office Maintenance 0.00 0.00 0.00 Office Furniture & Equip. 0.00 0.00 0.00 Accounting & Auditing 519.69 566.16 (46.47) Advertising 0.00 140.00 (140.00) Annual Dinner 0.00 0.00 0.00 Direct Assistance - - 0.00 27.19 (27.19) Educational Materials 0.00 109.00 (109.00) Auction Expenses 1,228.47 0.00 1,228.47 Liability Insurance 580.20 640.88 (60.68) Memberships 0.00 0.00 0.00 Cleaning Services 200.00 683.50 (483.50) Postage 61.03 72.82 (11.79) Printing/Duplicating 0.00 49.49 (49.49) Rent - 1,598.00 1,598.00 0.00 Mortgage Interest - 3,228.91 3,283.56 (54.65) Association Fees 429.45 458.38 (28.93) Meetings Expense 91.96 133.68 (41.72) Strength Camp 126.09 0.00 126.09 Alarm Service 36.95 36.95 0.00 Staff Development 11.99 28.74 (16.75) Supplies 42.78 199.01 (156.23) Telephone & Answering Svc 734.41 823.23 (88.82) Volunteer Training _ 325.68 555.99. (230.31) Utilities 399.77 436.20. (36.43). Internet Service 71.93 65.95 5.98 Pagers 0.00 0.00 0.00 Volunteer Recognition 0.00 - 0.00 0.00 Water Service 32.61 32.61 0.00 See Accountants' Compilation Report Riverside Area Rape Crisis Center- Consolidated Statement of Activities with Prior Year Comparison For the One Month Ending July 31, 2010 Current Prior Year, _ Change Bank Charges/Fees 35.45 17.50 17.95 Miscellaneous - 310.00. 14/61 - 167.39 Depreciation Expense... . . -- - 2,75167- ' - - _ 2,753:67' - _ - -_-"- 0.00 My Strength Grant 2008-34 0.00 1;478.12 (1,478.12) Total Expenses _ _ _ _ 57,583.24. ::54,298.89: 3,284.35 Change in Net Assets $ (9,34184) $ - (19,952.69) 10,608.85 See Accountants' Compilation Report CRISIS C RIVER S i D E: , AR E A. Serving the Communities of Banning Beaumont, Corona, Jurupa, Lake Elsinore, Moreno Valley, Murrieta, Norco, Perris Valley, Riverside and Temecula Board of Directors Tracey Vackar, President Peter Fancy, Vice President Debbie Henley Treasurer Ann B. Stormes, Ph.D. Secretary Debbie Ards Laura M. Cueva-Miller, Ph.D. Cherie Curzon Janis Duke Luny N. Francis, M.D., FACOG Mary Anne Gill Tina D. Hambleton Valerie Hill Patty Knudson Mitchell Leverett, Esq. Mary Parks Lori Pend., graft Joey Romero Elizabeth (Betsy) Scbmechel Sandra Schnack, E&D. Kristine Thomberry Immediate Past -President Ronald J. McCaskill Advisory Committee Piya Chatterjee Donna Dahl Rod Pacheco, District Atty. Steve Secofsky, D.O.J. Stan Sniff, Sheriff Jan Tavaglione Lynda W. Warren, Ph.D. Colleen Williams, NBC 4 Staff Larry McAdara Executive Director Donna Carper Marcy Duncan Regina Goodpaster Debora Heaps Colleen Hughes Anne Johnson Yadira Lucas Mendiela Janell Reed Romer San Miguel United Way United Woof ae inland waevs September 3, 2010 Judy McNabb City of Temecula Community Service Funding Program 43200 Business Park Dr. Temecula, CA 92590 SUBJ: Fiscal Year 2010-11 Funding Request Dear Committee Members: On behalf of the Riverside Area Rape Crisis Center, attached please find a funding request in the amount of $ 5,000.00. The purpose of this request is to augment the cost of direct services delivery to sexual assault victims in and around the city of Temecula. Your ongoing support of this agency and the work we do is very much appreciated. Over the years, your funding has helped to make a positive impact on the lives of sexual survivors and their families living in your area. Our 24-hour crisis hotline, our hospital advocates, our support groups, and the accessibility of the Rancho Springs Medical Center's Sexual Assault Forensic Exam center, combined with your assistance have all contributed to a much needed and heightened awareness of the challenges met by the individuals forced to make the very difficult transition from victim to survivor. Moreover, your assistance has helped with the community education programs that attempt to address the issues of sexual assault before it happens. Thank you for your help in the past and taking the time to consider this new request for your ongoing support. Sincerely urs, G Larry McAdara Executive Director Mission Statement The Riverside Area Rape Crisis Center is committed to providing support and services to survivors of sexual assault and their families, and providing community education to achieve awareness and prevention of sexual assault. 1845 Chicago Ave., Ste. A, Riverside, CA 92507 * (951) 686-7273 *Toll Free (866) 686-7273 * Fax: (951) 686-0839 * Email: inro@rarcc.org * Visit us online at: www.rarcc.org 08-27-10 A 1-0 LI-) IN 1-53,14 CIWOFT 4 erry OF CULA AUG 3 0 2oio COMMUNITY SERVICE FUNDING PROGRAM FISCAL YEAR 20 10-1 AI t. (Please Print or Type) PROJECT INFORMATION Amount Requested: $ S, p00 (Maximum allowable $5,000) Project Name: /rf/e& £E-46 nerd T/oil/ n�Q! 1 0/ %/ fig° -�/-9 ipS �v� ,f LKEr. U ,Eti a,9 sec. .eave Project Start Date: &.or ate/ D Project End Date: 3ediS ZD// ORGANIZATION INFORMATION Name of Organization: 4,0,71- gaS44 J'LPPCG /l&,6 *iv Contact Name: £ t,y er Qrea�/eS Title/Position: Zskee c,ngexro,� Mailing Address: • 0 • S" Qcf/, , en Telephone: QJ /" 60)- .679‘7 Year Organization Founded: 02OO -5 Number of Paid Staff: / Number of Volunteers: Geographic Area(s) Served: e5&14CUP5/ A1@d''S/Ge, gOZId, Is this organization incorporated in Califomia as a non-profit organization? Yes V No Effective Date:. A/IX y 01,003 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: Federal identification number: State identification number: /t-/7� ®20 0 3 CJYziealn 0753 /PST If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee )( Board of Directors X Members -at -Large Application - Page 1 • ) FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS.. (BALANCE STATEMENT AND INCOME STATEMENT.) It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on Page 2 of the CS Funding Policy. Mission Statement -Santa Rosa Plateau Foundation (SRPF). To fund education, research and preservation programs_ and projects at the Santa Rosa Plateau Ecological Reserve. Criteria A. Is the organization currently non-profit? Yes. Since 2003 the SRPF has had, and continues to have, a 501 ( c ) 3 federal tax exemption. B. Does the organization provide a service to the overall community? Since 2003; the SRPF has focused on providing funding to help educate Southwest Riverside county 3rd graders about the natural world. The Santa Rosa Plateau Ecological Reserve (SRPER) provides an ideal outdoor classroom in an environment rich in natural and human history. To date, this education program has benefited approximately 70,000 students from eight area schools districts, including the Temecula Valley Unified School District (TVUSD). Of the 70,000 students, approximately 20,000 came from TVUSD. It is SRPF's believe that the entire community benefits when children are educated about their natural environment inspiring the next generations to ensure preservation of all natural places, including the Santa Rosa Plateau Ecological Reserve, a unique natural asset to the Temecula Valley area. In addition to funding costs associated with the classrooms coming up to the Reserve, the SRPF funds a Title 1 Outreach project taking the program to the low -to -moderate income schools as well. The funds requested in this grant will cover almost all of the costs of the TVUSD busses used to bring TVUSD students to the program. C. Is the size and make-up of the organization equipped to provide the program/service to the overall community? Approximately 30 volunteer Docents ted by the Rob Hicks, Reserve Interpreter for the Riverside County Regional Parks and Open Space District, teach the curriculum which meets the State of California Board of Education Science Content Standards. Each Docent has attended and graduated a 10 -day training course. These courses are held annually in order to prepare new Docents to serve/replace Docents due to attrition. The courses also service to re-train experienced Docents and include education regarding the flora, fauna, geology and geography of the Ecological Reserve. A significant proportion of Docents participating in the third grade education program are retired school teachers. New Docents are required to "shadow" those with experience before independently leading a third grade class. D. What is the public reaction to the group? The SRPF has established itself as a creditable, effective organization in the Temecula Valley. SRPF is a member of the Temecula Valley and Murrieta Chambers of Commerce, and the Temecula Valley Convention and Visitors Bureau. The Temecula Valley Unified and Murrieta Valley Unified school districts have honored the SRPF in 2009 and 2010. The Murrieta Unified School District agreed to enter into an MOU of cooperation to assist the SRPF promote its education and fundraising projects. Major financial supporters include the offices of Supervisor Jeff Stone and Bob Buster, Ace Hardware, Pechanga Band of Luiseno Indians, the Roripaugh Family Foundation, the Verizon Education Foundation and the Coeta & Donald Barker Foundation. E. Does the organization have a high quality of fiscal management? The accounting firm of Nottingham and Associates and their predecessor Doughtery and Nottingham of Temecula, have provided accounting services since the Foundation's inception. They prepare all tax returns and monthly P&L and balance sheets. Their records are reconciled by the Foundation's treasurer each month who is a retired real estate analyst/commercial real estate appraiser with a degree in accounting. Monies required to produce fundraising events are raised and/or committed in advance of the event with none being used from the general fund. The fundraising events include an annual art show, garden tour a Cowboy Jubilee and community education classes related to nature. F. Is the group well organized to ensure longevity in the City of Temecula? The Board of Directors is comprised of thirteen individuals. Two are charter embers and the remaining directors have served terms of one to four years. Longevity is ensured by a succession plan for key officers. G. Is there evidence of satisfactory service provided to the City's Citizens? The success of the program undergoes constant evaluation from the third grade teachers who accompany their classes to the Reserve. They rate the teaching manual, the effectiveness of the classroom experience, the knowledge of the Docents and the enthusiasm of the students. Students are also pre and posted tested to validate what they have learned. Results are tabulated and shared with the Foundation and the County Parks staff. Application — Page 2 Page 2 - continued - - H. Is the organization free from discrimination based on race, color, creed, nationality, sex, marital status, disability, religion, or political affiliation? Yes 1. Does the organization require attendance or participation in any political, religious or social activity? No L can the organization provide financial statements (prepared using an appropriate method of accounting) to demonstrate sound financial management? Yes: Current P&L and Sheet attached: K. Can the organization provide a budget for the fiscal year of request demonstrating cost-effectiveness? Yes. Attached, L. Does the organization make its services available to all? Yes. M. Does the organization possess ongoing program evaluation tools? For the third grade program,a pre and post test has been - - developed and is being implemented to evaluate what the students learn after their participation in the program and to ensure that they are achieving an increased level of knowledge about the natural sciences. Inaddition, each teacher evaluates the program in written form. All the information is recorded, tracked and provided to the Foundation, Reserve staff and the County Parks Department for ongoing review and evaluation. PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced; and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type of print legibly.) Per the Nature Conservancy,• "The Santa Rosa Plateau is a secluded refuge in the Santa Ana Mountains —a place of rare beauty:::.:.: the plateau is a treasured keepsake of untrammeled Southern Califomia. It blends the regions largest expanse of native grasslands with wetlands, coastal sage scrub, chaparral and dramatic stands of rare Engelmann oak: Additionally, vernal pools provide habitat for the Santa Rosa plateau fairy shrimp and migrating birds. Natural water holes across the Reserve sustain 50 dwindling species of plants and animals, including mountain lions, burrowing owls, and southwestem pond turtles. The original ranch's adobes are the two oldest buildings in Riverside County providing visual testament to an era of the area's natural history. Archeological locations and artifacts provide further educational opportunities regarding earliest indigenous Indian life. Using this incredible outdoor classroom for its setting, the third grade education program funded by the SRPF provides a unique teaching environment for 7,000 to 8,000 students each year. Teaching materials including sections on habitats, plants, animals, geology and human history are sent at the beginning of each school year to each participating third grade teacher to be utilized in lesson planning prior to the day trip to the Santa Rosa Plateau Ecological Reserve. A very successful outreach program to Title 1 schools has been added in 2008-09 by volunteer docents that further prepares children, many of whom have never been to an undeveloped open space. Irrational fears are allayed, anticipation is built, so that the on-site program may be optimized when the students arrive at the Reserve Once there, Rob Hicks, Park Interpreter, and his staff of approximately 20 volunteers, lead the students on a hike through various habitats. The students experience first hand their natural environment walking through time to an older, more pristine California. It allows them to team by experiencing nature's beauty and variety first-hand so that they may appreciate its wonder and fragility. The Foundation also believes that it is through education of the community, especially the children, that preservation goals can be achieved. The Temecula area has experienced one of the highest growth rates in Califomia with a Riverside County population reaching over 2 million. The subsequent results have been a loss of habitats and historical buildings. The SRPF believes that the basic needs of employment, housing and services can be met for humans while preserving our environment through educating children about the habitats that sustained the flora, fauna and native people of the area. The Santa Rosa Plateau Ecological Reserve provides a unique outdoor classroom for that education. The cost of this education program is approximately $120,000 per year. The SRPF has a funding commitment of $45000 to continue this vital program. The remaining costs are paid by the Riverside County Park and Open Space District. The current economic climate and resulting budget cuts along with rising transportation costs have had a negative impact on any off -campus school activity. The SRPF third grade program is the only "extra" educational opportunity many schools enjoy. Art, music, PE, and other portions of the normal school curriculum have become expendable in the drive by school districts to save money. Third graders from the Temecula Unified School District can continue to participate in the third grade natural history and science program with the Santa Rosa Plateau Foundation's continued financial support aided by a $2500 grant from the City of Temecula. Please see the following transportation costs for the Temecula Valley Unified Schools participating in the program during the 2008-2009 school year. (Next page.) Application -: Page 3 Temecula Valley Unified Schools Transportation Costs SCHOOL ..,. _. Alamos Elementary • Crown Hill Elementary • Helen Hunt Jackson Elementary • Joan Sparkman Elementary • Pauba Valley Elementary • Rancho Elementary • Tony Tobin Elementary • Vail Elementary • Vintage Hills Elementary • Ysabel Barrett Elementary • GRAND TOTAL NO. X.COST .OF TRIP 3X$250 1 X $250 250 1 X$250 250 1 X $250 250 3 X $250 750 3 X $250 750 3 X $250 750 2 X $250 500 2 X $250 500 3 X$250 750 TOTAL COST PER SCHOOL_._ $750 22 $5500 The $2500 grant request from the City of Temecula will assist the Santa Rosa Plateau Foundation to defray the ever-increasing costs of this vital educational program. Application — Page 3 (continued) PAST PROJECT BENEFITS If your organization has received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Not applicable. The Santa Rosa Plateau Foundation has submitted this grant request to the City of Temecula for funding as follows: FY 2006-2007 $3,500 FY 2007-2008 $4,000 FY 2008-2009 $5,000 FY 2009-2010 $2,500 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: er Crect/e- S and TITLE (Please Print or Type) SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: /rq//via,, ii ,�`7�esIola A.7`- NAMidand TITLE (PleasePrint or Type) ORGANIZATION NAME: 2,51Nn4 /65,9_rL.iv-re/q /,f /a',t/a/9-rio , 2;c. MAILING ADDRESS: ?o. 3'q 9w "2/9 9z, 5-Z TELEPHONE: 90? -732. 2. o DATED THIS 2 Co of 14uCjus/ , 2010. (Date) onth) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 SRPF OPERATING EXPENSES -2010 - (Annual Budget) Exclusive of specific projects, i.e. Concerts, Garden. Tour, Art Show, Etc, Expenditures through July 6, 2010. ADMINISTRATION 2010 BUDGET PAID 2010 YEAR TO DATE .PAID PCT. UNSPENT +/- PCT. Accounting Fees CPA - Monthly Statements $ 2,400.00 $ 1,200.00 50.00% $ 1,200.00 50.00% Tax Prep $ -- 675.00- $- 790.00 117.04% $ (115.00) -17.04% Misc Tax Filing $ 250.00 $ 38.83 15.53% $ 211.17 84.47% Annual Meeting Supplies Equip Rent $ 500.00 $ 251.11 50.2296 $ 248.89 49.78% Donor Board/Awrds $ 150.00 $ 560.55 373.7056 $ (410.55) -273.70% Insurance Genral Liability $ 285.00 $ 295.00 103.51% $ (10.00) -3.51% D & 0 $ 1,000.00 $ 1,047.00 104.7096 $ (47.00) -4.7096 Office /Utilities Supplies $ 200.00 $ 554.15 277.0896 $ (354.15) -177.08% Stationary/Bus Cds $ 500.00 $ 189.19 37.84% $ 310.81 62.16% 800# $ 300.00 $ 155.16 51.7296 $ 144.84 48.2896 P. 0, Box Rental $ 60.00 $ 56.00 93.33% $ 4.00 6.67% General Postage $ 50.00 $ 17.60 35.2096 $ 32.40 64.8096 TOTAL ADMIN. $ 6,370.00 $ 5,154.59 80.92% $ 1,215.41 19.08% MARKETING/PROMO Constant Contact $ 360.00 $ 60.00 16.67% $ 300.00 83.33% Web Site Maintenance $ 1,000.00 $ 1,000.00 100.0096 $ - 0.00% Web Hosting $ 100.00 $ 50.00 50.00% $ 50.00 50.00% Foundation Membership $ - Murrieta CofC $ 200.00 $ - 0.00% $ 200.00 100.00% Temecula CofC $ 230.00 $ 230.00 100.00% $ - 0.00% Chamber Functions $ 200.00 $ 95.00 47.50% $ 105.00 52.5096 TOTAL MKTG. PROMO $ 2,090.00 $ 1,435.00 68.6696 $ 655.00 31.3496 EDUCATION PROGRAMS 3rd Grade Program $ 45,000.00 $ 45,000.00 100.0096 $ - 0.0096 Outreach $ 855.00 $ - 0.0096 $ 855.00 100.0096 Wildlife Day $ 700.00 $ - 0.0096 $ 700.00 100.00% Mt Lion Res/Educ $ - $ - 0.00% $ - Newsletter Printing/Postage Design/Format $ 5,000.00 $ 2,392.34 47.85% $ 2,607.66 52.15% $ 1,100.00 $ 825.00 75.0096 $ 275.00 25.00% TOTAL EDUCATION PROG'S. $ 52,655.00 $ 48,217.34 91.57% $ 4,437.66 8.43% ANNUAL BUDGET $ 61,115.00 $ ' 54,806.93 89.68% $ 6,308.07 10.32% Non -Budgeted Expenses TV Convention & Visitors Bureau $ Murrieta Office Furniture $ Ginger Greaves $ Ginger Greaves $ Debbie Graffam $ Debbie Graffam $ Amount Cumulative 100.00. $ - 100.00 387.00 $ - 487.00 Dest, hutch & file cabinet 78.30 $ 565.30 Membership Banner 35.00 $ 600.30 Print Membership Cards 720.00 $ 1,320.30 Administrative Assistant 1,200.00 $ 2,520.30 Administrative Assistant SRPF-OPERATING EXPENSES -2010.- (Annual. Budget) Exclusive of specific projects, i.e. Concerts, Garden Tour, Art Show, Etc. Expenditures through July 6, 2010 ADMINISTRATION 2010 BUDGET - PAID 2010 YEAR TO DATE PAID PCT. UNSPENT 41- PCT. Accounting Fees CPA - Monthly Statements $ 2,400.00 $ 1,200.00 50.0056 $ 1,200.00 50.0056 Tax Prep $ 675.00 $ 790.00 - 117.04% $ (115-00) -17.04% Misc Tax Filing $ 250.00 $ 38.83 15.5396 $ 211.17 84.47% Annual Meeting Supplies Equip Rent $ 500.00 $ 251.11 50.2296 $ 248.89 49.78% Donor Board/Awrds $ 150.00 $ 560.55 373.7096 $ (410.55) -273.70% Insurance Genal Liability $ 285.00 $ 295.00 1035156 $ (10.00) -3.51% D & 0 $ 1,000.00 $ 1,047.00 104.70% $ (47.00) -4.70% Office /Utilities Supplies $ 200.00 $ 554.15 277.08% $ (354.15) -177.0856 Stationary/Bus Cds $ 500.00 $ 189.19 37.8496 $ 310.81 62.16% 800it $ 300.00 $ 155.16 51.72% $ 144.84 48.28% P. 0, Box Rental $ 60.00 $ 56.00 93.33% $ 4.00 6.67% General Postage $ 50.00 $ 17.60 35.20% $ 32.40 64.80% TOTAL ADMIN. $ 6,370.00 $ 5,154.59 80.9296 $ 1,215.41 19.08% MARKETING/PROMO Constant Contact $ 360.00 $ 60.00 16.67% $ 300.00 83.3396 Web Site Maintenance $ 1,000.00 $ 1,000.00 100.0096 $ - 0.00% Web Hosting $ 100.00 $ 50.00 50.00% $ 50.00 50.00% Foundation Membership $ - Murrieta CofC $ 200.00 $ - 0.00% $ 200.00 100.0056 Temecula CofC $ 230.00 $ 230.00 100.0096 $ - 0.0056 Chamber Functions $ 200.00 $ 95.00 47.5096 $ 105.00 52.5056 TOTAL MKTG. PROMO $ 2,090.00 $ 1,435.00 68.66% $ 655.00 31.34% EDUCATION PROGRAMS 3rd Grade Program $ 45,000.00 $ 45,000.00 100.00% $ - 0.00% Outreach $ 855.00 $ - 0.00% $ 855.00 100.00% Wildlife Day $ 700.00 $ - 0.0056 $ 700.00 100.0056 Mt Lion Res/Educ $ - $ - 0.00% $ - Newsletter Printing/Postage Design/Format $ 5,000.00 $ 2,392.34 47.8556 $ 2,607.66 52.1556 $ 1,100.00 $ 825.00 75.0096 $ 275.00 25.0056 TOTAL EDUCATION PROWS. $ 52,655.00 $ 48,217.34 91.57% $ 4,437.66 8.4356 ANNUAL BUDGET $ 61,115.00 $ 54,806.93 89.6896 $ 6,308.07 10.3296 Non -Budgeted Expenses N Convention & Visitors Bureau $ Murrieta Office Furniture $ Ginger Greaves $ Ginger Greaves $ Debbie Graffam $ Debbie Graffam $ Amount 100.00 387.00 78.30 35.00 720.00 1,200.00 Cumulative $ 100.00 $ 487.00 Dest, hutch &file cabinet $ 565.30 Membership Banner $ 600.30 Prb t Membership Cards $ 1,320.30 Administrative Assistant $ 2,52030 Administrative Assistant 12:36 PM 06/17/10 Accrual Basis Santa Rosa Plateau Foundation Balance Sheet As of May 21, 2010 May 31, 10 ASSETS Current Assets CheckinglSavings Commerce Bank Temecula Valley Bank -2793 TVB - Trail Maintenance - 7... TVB CD #1-1823 TVB CD #3 - 7910 TVB CD #4 - 0245 TVBCD#6-2612 Total Checking/Savings Total Current Assets Fixed Assets Machinery & Equipment Accumulated Depreciation Total Fixed Assets TOTAL ASSETS LIABILITIES & EQUITY Equity Unrestrict (retained earnings) Net Income Total Equity TOTAL LIABILITIES & EQUITY 8,017.64 33,597.63 5,052.91 23,758.22 11,656.83 63,356.95 5,360.73 150,800.91 150,800.91 4,317.70 -1,716.00 2,601.70 153,402.61 137,253.67 16,148.94 153,402.61 153,402.61 Page 1 FOR MANAGEMENT PURPOSES ONLY SANTA ROSA PLATEAU FOUNDATION PROFIT AND LOSS REPORT FOR THE MONTH ENDED Mav 1, 2010 INCOME: Plant Book Donations... Membership. Income Individual Contributions < $250 Cowboy Jubilee Sponsorships Cowboy Jubilee Tickets Cowboy Jubilee Vendor Fee Art Show - Artist's Share Art Show - Gift Portion Garden Tour Insurance refund Interest income 67.86 300.00 125.00 13,000.00 495.56 225.00 171.00 114.00 180.00 47.00 137.15 TOTAL INCOME 14,862.57 EXPENSE: Artist expense Bank charges Cowboy Jubilee Endowment Campaign Garden Tour Meeting expense Membership Office Supplies Printing Professional fees Taxes Telephone Website TOTAL EXPENSE NET INCOME 81.04 2,916.99 3.83 851.96 801.17 165.26 34.79 450.00 800.00 35.00 27.21 1,000.00 7,167.25 7,695.32 PRIOR PERIOD ADJUSTMENT 0.10 PRIOR YEAR DEPREC (863.00) BEGINNING RETAINED EARNINGS 146,570.19 ENDING RETAINED EARNINGS $ 153,402.61 FOR MANAGEMENT PURPOSES ONLY Page 2 DEPARTMENT OF THE TREASURY Date: -. APR. R 2 2054 Employer Identification Number: 71-0946697 DLN: 604077034 - Contact Berson:- -- GERALD HOLLAND Contact TelephoneNnmber:: (877) 829,5500 Accounting Period Ending: December 31, Foundation Status -Classification: - 509 (a) (1) Advance Ruling Period Begins: Nay 10, 2003 Advance Ruling Period Ends: December 31,2007 Addendum Applies: No -SANTA ROSA-PLATEAU FOUNDATION C/O VIRGINIA GREAVES 39400 CLINTON F.SITH ROAD MDRRIETA, CA 92562-0000 Dear Applicant: ID# 95031 Based on information you supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from -federal income tax under section 501(a) of the Internal Revenue Code as an organization described in. section 501(c)(3). - .Because you -are - a- amA - sated organisation,- we are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that.. you can reasonably expect to be a publicly supported organization described in sections 509(a)(1) and--110(b)(1)(A)(vi). Accordingly, during an advance ruling period you will be treated as a publicly supported organization, and not: as a private foundation. This advance ruling period begins and ends on the dates shown above. Within 90 days afterthe end of your advance ruling period, you must send us the information needed to determine whether you have met therequire- ments of the applicable support test during the advance ruling period. If you establish that youhave been a publicly supported organization, we will classi- fy yon as a -section 509(a)(1) or 509(a)(2) organization as. long as you continue to meet the requirements of the applicable support test. If you -do not meet the public support requirements during the advance ruling period, we will classify you as a private foundation for future periods. Also, if -we. classify you as a privatefoundation, we will treat you as a:private foundation from your beginning date for purposes of section 507(d) and 4940,': Grantors and contributors may rely on our determinationthat you are not a private foundation until 90 days after the end of your advance ruling period. If you send us the required information within the 90 dags.,grantors`and- contributors may continue to rely on:the advance determination until we -make Letter 1045 (DO/CG) CITY OF TEMECULA €ry of TFMFr SEP 1 3 201E FISCAL YEAR 20 I 0.1 1 FINANCE ValkCOMMUNITY SERVICE FUNDING PROGRAM APPLICA _IO�P N (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5, 000 (Maximum allowable $5,000) Project Name: Senior Citizen Service Center Food Bank Project Start Date: 2/1978 Project End Date: on Going ORGANIZATION INFORMATION Name of Organization: Senior Citizen Service Center of Temecula Rancho Area, Inc. Contact Name: Rose Vaccarino Title/Position: President/Director Mailing Address: 41538 Eastman Dr., Unit B,C, Murrieta CA 92562 Telephone: 951-600-9557 Year Organization Founded: 1978 Number of Paid Staff: 0 Number of Volunteers: 39 GeographicArea(s)Served: Southwest Riverside County: Murrieta, Temecula, Agunga, Anza, Lake Elsinore, Wildomar, Sun City, Menifee Is this organization incorporated in Califomia as a non-profit organization? Yes x No EffectiveDate:2/1978 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: Federal identification number: State identification number: 2/1978 9S_1914774 C-0838119 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors x Application - Page 1 Members -at -Large PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type orprintlegibly.) Funding ` provides for - food ,,trot`over' 1-2,009 low income-. seniors and families, refrigeration,: and maintenance/repairs for --refrigeration-as--needed. Over --the past -years, and with -the economy, the Senior Citizen Service Center has expanded 'previous efforts to encompass the entire community and areas of -Southwest Riverside County, including Temecula, Murrieta, Wildomat, Aguanga Lake Elsinore, and Anza picking upthe slack from other community centers continuing to provide food, as well as hygiene supplies, and holiday baskets, and toys. It's primary objective to feed the homeless and less fortunate families and senior citizens regardless of race, creed, nationality, sex, marital status, disability, religion, or political affiliation. The organization currently has six food programs: Bread, Commodities, Share, Brown -Bag, Emergency Food, and Holiday Baskets which provide homeless and low income families and seniors with a nutritional and reliable method of obtaining food. The food bank operates without any paid staff. The programs are facilitated,UF dedicated staff of over 35 volunteers and managed by a Board of Trustees comprised of several retirees from the community, including some who have previously taken part in the programs. Application - Page 3 SIGNATURE PAGE We hereby certify the information contained in this application is trueto the best of our knowledge and belief. PREPARED BY: Jann Hannan Secretary SIGNATURE: NAME and TITLE (Please Print or Type) ?a4,(A/D idddisr4 PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: Roselie Vaccarino President/Director NAME and TITLE (Please Print or Type) ORGANIZATION NAME: SeniorCitizen ryiCenter of the T mecnl a Rancho Area, Inc MAILING ADDRESS: P.0. Box 987 Temecula CA 92590 TELEPHONE: 951- 600-9557 DATED THIS 11 of August , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annlientinn — PanA 5 FUNDS TOTAL ACTIVITY/PROJECT BUDGET 1. Personnel A. Salaries and Wages B. Fringe Benefits C. Consultants & Contract Svcs $ N/A $ N/A $ N/A 2. Non -Personnel A. Space Costs $ B. Rental, Lease $ 30,000 C. Insurance $ 1,800 D. Office Expenses $ 3,600 E. Telephone $ 1,300 F. Emergency Food and Aid $ 23,000 SUB -TOTAL $ 59,700 3. Architectural/Engineering Design $ N/A 4. Acquisition of Real Property $ N/A 5. Construction/Rehabilitation $ N/A 6. Indirect Costs $ N/A TOTAL: $ 59,700 Winifred A. Samstag, CPA 5400 SW College Road, Suite 302, PMB 10 Ocala, FL 34474 (352) 237-6333 or (877) 797-7630 Telephone (352) 237-3333 Fax Email: winsamstaggeaol.com To the Board of Directors Senior Citizens Service Center of the Temecula Rancho Area,Inc. Murrieta, California Independent Auditor's Report I have audited the accompanying statement of assets and liabilities of the Senior Citizens Service Center of the Temecula Rancho Area, Inc. as of June 30, 2010 and the related statements of support, revenue,.... expenses and changes in fund balances and cash flows for the fiscal year then ended. These statements are the responsibility of the Organization's Board of Directors. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards required that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in .the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of Directors, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Senior Citizens Service Center of the Temecula Rancho Area, Inc. as of June 30, 2010 and the results of its operations and its cash flows for the fiscal year then ended in conformity with the cash basis method of accounting. "e--11 September 2, 2010 SENIOR CITIZENS) SERVICE: CENTER: OF THE TEMECULA •,..ANCHO AREA, INC.' -_- -- - _ - -- - STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2010. _.. ASSETS Cash in banks - Furniture and equipment Rent deposit and prepaid rent Equipment Total Assets LIABILITIES AND FUND BALANCES Total Liabilities Fund Balances Undesignated Total Fund Balances Total Liabilities and Fund Balances UNRESTRICTED RESTRICTED - TOTAL. FUND FUND FUNDS.. 32,662 3,681 2,000 32,662 3,681 2,000 38,343 $ - $ _ 38,343 38,843 38,843 38,843 - 38,843 $ 38,843 $ - $ 38,843 See accompanying notes and accountant's report Winifred A. Samstag, Certified Public Accountant Ocala, Florida SENIOR CITIZENb SERVICE CENTER OF THE TEMECULA i...NCHO AREA,.. INC... STATEMENT OF SUPPORT, REVENUE,_ EXPENSES AND CHANGES IN FUND BALANCES FOR THE FISCAL_YEAR -ENDED -JUNE -30, 2010 -,- UNRESTRICTED. RESTRICTED -FUND.. _ FUND_. TOTAL FUNDS... PUBLIC SUPPORT AND REVENUE. _. Public Support: City grants $ 20,000 $ 20,000 Riverside--CountyEDA .15,864 15,864 Gas Company grant - - - 1,000 1,000 Donations -_ 8,073 8,073 Total Public Support 29,073 15,864 44,937. Revenue: Interest income 19 19 Thrift store sales 7,254 - 7,254 Trip income (net of expenses) 531 - - 531 Total Revenue Total Support and Revenue 7,804 7,804 36,877 15,864 52,741 OPERATING. EXPENSES Emergency food and aid 11,070 11,070 Auto expense 181 - 181 Insurance 1,152 1,152 Office expense and miscellaneous 3,561 3,561 Rent and utilities 9,136 15,864 25,000 Telephone 1,230 1,230 Total Expenses 26,330 15,864 42,194 Excess of public support and revenue over expenses 10,547 - 10,547 Fund balance, beginning of year 27,796 - 27,796 Fund balance, end of year 38,343 - 38,343 See accompanying notes and accountant's report Winifred A. Samstag, Certified Public Accountant Ocala, Florida SENIOR CITIZEN5'SERVICE CENTER OP THE TEMECULA iJL CHO AREA,INC. _." STATEMENTOFCASH FLOWS - --- --- FOR TIIE FISCATJ YEAR ENDED JUNE 30, 2010 CASH FLOWS FROM OPERATING ACTIVITIES ...Excess. _of -public. support . and revenue over expenses -UNRESTRICTED RESTRICTED" TOTAL FUND FUND FUNDS 10,547 $ 10,547 Adjustments to reconcile netcash provided by operating activities Decrease in prepaid rent 2,000 - 2,000 (Decrease) in deferred income (12,000) (12,000) Net Cash Flows Provided (Used) by Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Net Increase (Decrease) in cash Cash - Beginning of Year Cash - End of Year - 547 - 547 547 - 547 32,115 32,115 $ 32,662 $ - $ 32,662 See accompanying notes and accountant's report Winifred A. Samstag, Certified Public Accountant Ocala, Florida SENIOR CITIZENS" SERVICE CENTER OF THE TEMECULA 1t„NCHO AREA, INC. NOTES TO FINANCIAL STATEMENTS.. JUNE 30; 2010 Note A - Summary of Significant Accounting Policies The Senior Citizens -Service Center of the Temecula Rancho Area, Inc. - was incorporated as a non-profit organization. under Internal. Revenue Code Section 501(c)(3). The Service Center assists area needy senior citizens with by distributing government commodities to the poor and needy in the local area. The Center also provides .social and: recreational facilities and activities for -senior citizens.-.-. Accounting Method The organization maintains its books generally on a modified cash basis of accounting. -Expenses and capital expenditures are paid as incurred. Revenues aregenerally recorded as income as received; however, for the fiscal year ended June 30, 2010, $12,000 which was intended for the current fiscal year had been received during the prior fiscal year and was recorded as "Deferred Income" at that time. Fund Accounting To insure observance of limitations and restrictions placed on the use. of certain resources available to the Service Center, the accounts of the Service Center are maintained in accordance with principles of fund accounting. This is the procedure by which resources for various purposes are classified for accounting and reporting purposes into funds established according to their nature and purpose. Separate accounts are maintained for each fund. The assets, liabilities and fund balances of the Service Center are reported in self -balancing groups as follows: Unrestricted funds represent the portion of expendable funds that is available for support of the. Service Center's operations. Restricted funds represent resources restricted for facility rent and emergency food and medical assistance to senior citizens. During the fiscal year ended June 30, 2010 restricted funds were received from Riverside County EDA to be used for facility rent. SENIOR CITIZENS SERVICE CENTER OF THE TEMECULA RANCHO AREA, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2010 Donated Services and. Materials --.A-substantial-number. of unpaidvolunteers-have-.made significant__..... contributions of their time in conjunction with the Service Center programs and services. These contributions have not been included in these financial statements, -as no objective method of valuation has been determined. In addition to volunteer time, most of the food distributed has been donated by -various: agencies. No record has been kept of the value of these donated items, therefore they are not included in these financial statements. All contributions are considered to be available for unrestricted use. unless specifically restricted by the donor. Support donations are recorded asthey are received. All items sold in the Thrift Store have been donated. NOTE B - Federal Income. Tax The Service Center is an organizationexempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code. While the Service Center is generally exempt from income taxes, it is subject to taxes on unrelated trade or business income and on excess lobbying expenses. For the year ended June. 30, 2010, the Service Center did not incur any tax liability for unrelated trade or.business, or lobbying activities. NOTE. C - Facility Lease Theorganizationis-operatingin a facility under a five year lease, with paymentsof$2,000 per month, which will expire in May, 2014. I-n<-1i-dJu( T(;4Y • b57 bbl 441? V.U2 SENIOR CITIZENS SERVICE CENTER OF THE TEMECULA RANCHO AREA INC PO BOX 987 TEMECULA CA 92593-0987 873 Dear Sir or Madam: Department of the Treasury P. O. Box 2508 Cincinnati, OH 45201 Person to Contad: • Ms. Evans 17-53655 Customer Service Representative Toll Free Telephone Number: 877-829-5500 Federal Identification Number: 95-3214774 This is in response to your request of April 13, 2007, regarding your organization's tax- exempt status. In September 1978 we issued a determination letter that recognized your organization as exempt from federal income tax: Our records indicate that your organization is currently exempt under section 501(c)(3) of the Internal Revenue Code. Our records indicate that your organization is also classified as a public charity under sections 509(a)(1) and 170(b)(1)(A)(vi) of the Internal Revenue Code. Our records indicate that contributions to your organization are deductible under section 170 of the Code, and that you are qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055,2106 or 2522 of the Internal Revenue Code. If you have any questions, please call us atthetelephone number shown in the heading of this letter. Sincerely, Michele NI 'Sullivan, Oper. Mgr. Accounts: Management Operations 1 TOTAL P.02 State of California OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF STATUS DOMESTIC CORPORATION 1, MARCH FONG EU, Secretary of State of the State of California, hereby certify: That on the 2nd day of February 19 78 SENIOR CITIZENS SERVICE CENTER OF THE TEMECULA RANCHO AREA became incorporated under the laws of the State of California by filing its Articles of In- corporation in this office; and That no record exists in this office of a certificate of dissolution of said corporation nor of a court order declaring dissolution thereof, nor of a merger or consolidation which terminated its existence; and That said corporation's corporate powers, rights and privileges are not suspended on the records of this office; and • That according to the records of this office, the said corporation is authorized to exer- cise all its corporate powers, rights and privileges and is in good legal standing in the State of California; and That no information is available in this office on the financial condition, business ac- tivity or practices of this corporation. That, said corporation is organized under the General Nonprofit Corporation Law. SEC/STATE FORM CE -112 (REV. 7-87) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this 29th day of July, 1993 lAstaA Secretary of State CITY OF TEMECUL A OW Of TFMFb25 SEP 142010 FISCAL YEAR 2010.11 COMMUNITY SERVICE FUNDING PROGRAM AP1l. (Please Print or Type) PROJECT INFORMATION Amount Requested: $ , 000 (Maximum allowable $5,000) SmilC, 4- 1,1 Chi Id0-015 CCIt12 /Project Start Date: '/ 1 ZO rD Project End Date: a , tI / 10 Project Name: ORGANIZATION INFORMATION Name of Organization: SWII I -0c2 4 Y_i-jIkr. Ch Ic��Lvn°S 'i Contact Name: V G1 n & - ,v be 0 C rls j Ql i l Title/Position: ?vc,n l dor* 4;6 \0261 Mailing Address:: Jfcnnctuict Farb WCyt. ie—rant,CL(lq Ca crld 5q7--• Telephone: °1 k °I1t • v'/ ("A% Year Organization Founded: 12.-W Number of Paid Staff: 0 Number of Volunteers: Le 0 Geographic Area(s) Served: �l e rn t&u 1 DI i i'Yi1,trt rusi•C/I Is this organization incorporated in California as a non-profit organization? Yes 4, No Effective Date: -VW?) If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: yl G i2 • JDD� Federal identification number: 2 -Ip ' 22 G -3 1 o I5 State identification number: ,b4�2 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee x Board of Directors 2< Members -at -Large Application — Page 1 Smiles 4 Kylee Children's Fund is a tax exempt, non-profit established to love on those families hurting from financial hardships by providing real relief with brand new backpacks for each of their children filled with school supplies and to carry on the legacy of one terrific young girt, Kylee Ann McCreight, who at the age of six set good examples of serving others. In addition to school accessories; gently used clothing, shoes, toys and books are available on a monthly basis to enhance. children's closet options and give relief to parents/guardians strained wallets at our Smiles Center. Since the inception of Smiles 4 Kylee over 1,250 new backpacks and school supplies have been distributed to wonderful children in the region of the Inland Valley and about 300 backpacks have been distributed to other parts of the world including the Philippines, Fiji, Ethiopia, and Texas. Since our Smiles Center opened in Temecula, April 21, 2010, the focus of distribution has been on the Inland Valley area. Board members of this Fund do not receive any compensation whatsoever for their volunteer work. We all have it in our nature to serve and want to see children have the edge they need to help them have success as they progress in school. The President, Vanessa McCreight, is very skilled and disciplined in organization and accountability of the non-profit and Treasurer, Pastor Randy Ponder, is very knowledgeable in the area of taxation, finance and has the appropriate resources for legal matters. Secretary, Pam Partch, uses her extensive secretarial skills as required. All three board members are driven by sincere desire to see this non-profit help more and more children to focus on their studies and not be concerned about the essentials. Integrity of this non-profit is acknowledged by the great corporations of this community backing Smiles 4 Kylee Children's Fund such as: Kohl's, Chick -Fit -A, Office Depot, FCP Bams and Buildings, Birth Choice of Temecula, Pacific Dental Group, Air1 Radio, Valley News and The Garrett Group. We have already shown we have the capability to handle and assist the Temecula area with our services throughout the year and even our yearly outreach and fundraiser at the Ronald Reagan Sports Park is presented in a very professional businesslike manner to encourage business and non -vendors to participate with us to give them more exposure and sales while being an inexpensive fun day for families throughout the Temecula Valley. Seeing the "Smiles" and excitement on those kiddo s faces while picking out their backpacks provides the best evidence of satisfactory service provided to your city's citizens. PROJECT DESCRIPTION This award will enable us to keep our doors open to provide ongoing free services tosmalland-large families in financial difficulty throughout the Inland Valley. (We have had the privilege to servenotonly mom and dad families,but single.. morns and even grandparents raising their grandchildren.) Our free services include thru ads and handing out flyers to invite families to our Smiles Center in Temecula to obtain new backpacks filled with school supplies (1 per school year), gently used clothing, jackets, shoes, toys, blankets and new and gently used books for infants through high school teens. We have been providing for children of Pepper Tree Trailer Park in Lake Elsinore for several years too. We provide positive encouragement, monthly craft days, "Smiles" and have brochures on hand of other local resources We also have attained a reputation for outreaches in the Temecula area parks during the Easter, Harvest and Christmas time and our Annual Family Fun Day, this year scheduled for October 16, 2010. Our first Community Back to School Outreach this year where over 80 children received new backpacks was a success and we know that amount will grow next year with additional advertising and word of mouth: Over 300 new backpacks have been given out over the last several months. To date, over 1,600 new backpacks with supplies have been given away over the past four years. To accomplish these on-going needs we must be able to pay our monthly electrical bill of our 4,000 sq. ft office/warehouse and insurance. Add more 20'+ wall hanging clothing racks and free-standing racks so we can offer more much needed clothing. (4) 6' high double -door enclosed storage cabinets for infant needs, toys, games, and hygiene products. (4) 6' high shelves for books and shoes. Sometimes it has been necessary for us to purchase out -of —pocket outreach supplies, backpacks and school supplies if our donations run low. A commercial vacuum and general sanitizing/cleaning supplies are needed. Operating and outreach activity supplies needed are foods, snacks, juices/water, craft supplies, games, (50) folding chairs, (10) E -Z ups, (4-6) six hot tables, (3) children's tables and chairs. A standard size refrigerator/freezer is needed to refrigerate foods; snacks and drinks we give away along with a heavy duty washer and dryer to clean gently used donated clothing and shoes, when applicable. A desktop computer, software and printer will enable us to track efficiently those receiving assistance and volunteers along with communicating with them via Facebook/Email. (3) Banners, Postage, P.O. Box, ink and paper for general correspondence, advertising and newsletters. Volunteers, anywhere from 2 or 3 and up to 10+ come to our Smiles Center a couple days a week to assist in time-consuming sorting of clothes, facility cleaning and stuffing the backpacks with supplies. Also, we have over 50 volunteers participate at our Family Fun Day each year. How will your organization use the funding awarded? Describe the project project objectives; those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why_ Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Annliration.— Paas 3 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief: /^ r PREPARED BY: V Otneni 1 �` eetAt i i�Yii 17Y PyJI arn+ NAME and TITLE (PI se Print or Type) SIGNATURE: \IOIlitfrill M YU, �C It - PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: M e -C rLei ch+ NAME and TITLE (Please Print or T e) \(C,1 MCOlelq fr il- ?resickh-} ORGANIZATION NAME: S bi i le s 4 11-11 Gni 1 dvicn s d MAILING ADDRESS: -171 O �Qxy)p c Ala ePrA t2 v iG t 4:11 O O 2Nnett t lu ti � TELEPHONE: 1_ ij) 49\ t i- OS \S DATED THIS g &pf , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annliratinn — Pana Smiles 4 Kylee Children's Fund Budget January 1, 2010 December 31, 2010 Tear to Date. Officeui merit Desktop Compute Total Budget Cost der Total Actual Cost or Total Difference'. Projected Cost Actual Cost Difference Printer $100 1540 Clothing Rack $100 2-4n$24166 4-6ft Double cbnils -.. $406 ▪ =t$400i 4 FokHnit Tables 5150 ▪ n41311= Folding Chairs $150 ...".,-....4$1$0';:. 5 Ez Ops $400 2zsigj0 10(F Office Supplies Cleaning Supplies $200:32041 51,700 -_, $200;; Vaamm $100,L$.-- 51,000 7,-.:4'2.-'„$100-. Bathroom Supplies - *100c«-- ,• $1001-: Postage. - $100 $2,764 ..r-40, ' - $1,300 bey, Sabi** 41,2001 , '$0 -..._,_:$0' Subtotals x`400 Subtotals 4$01 $235 .40 Subtotals _ $900 ., ''.-34 ', :44003 Palter .. $200 51,700 -_, $200;; Ink $500 51,000 .445006 Printing - $500. ,• ,:::;---.:74500:, Postage. - $100 $2,764 '51,396 s nmtot: $1,300 1: UtlliUes Electric Mos Deposit 52,400 51,700 5700,: Insurance $1,500 51,000 '5400-. 4): Buri 260 ,• E96' Subtotab .54,60'1 $2,764 '51,396 Outreach/Events Easbx 5300 $530 0) Bads to School 5300 $339 ($39) Harvest $300 Christmas 5300 Pepper Tree Outreach $300 Monthly Activites 5100 each month x 5 maths $500 Subtotals 52,000, $664 Fundraisi Walk Smiles 5100 *100 *100 Family Fun Day $1,000 5200>, Craft Fair 5100 '4100 $0, 1: Sabi** 41,2001 , '$0 1 $1,200; Food/Shadis $200 *100 *100 Drinks 5200 5200>, Candy 5100 $0; $0, Subtotals Subtotals 4$01 $235 ,5365.. -Projected Annual Income Total Annual Income. Actual Annual Income Total Annual lmxnne Projected balance (Proiected income mime expenses) DBfenome (Actual minus Ptolarled) '=m z , $3.60*.'= Resources Scrod Projected Cost Actual Cost Difference 5800 `,tr'414?: $006.': Hygiene 3300 Gift Cattfamtes 5500 1$504 Other Subtotals €1,800,'. Office Rental Dontaed by G! 40880 County Center Dr Suite Q & R Temecula Ca. 92592 - - $0; $0, Subtotals $0t Subtotals s0. Subtotal' $O • Subtotals Subtotals 50 $0i 0,.. $0? Date: _ .SMILES 4.RYLSS.CHILDRESS FUND 31805-TEMECULA PRY-STE 139 TEMECOLA, CA 92592 Employer Identification Number: 26-2237093 .. - 17053221325008 Contact Person: DEBORAH C MOMDN-TOWNSBND ID* 75070._ contact Telephone Number: (877) 829-5500" Accounting -Period Fnelog: December 31 Public Charity Status: -11-6 (14 (17 (A) (vii Form 990 Required: Yes Effective Date of Exemption: March 24-, 2008 Contribution Deductibility: Yes Addendum Applies: No Dear Applicant: - we are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal" income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. you are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code. are further classified as either public Charities or private foundations. we. determined that you are a public charity under the Code section(s) listed in the heading of this Please see enclosed Publication 4221 -PC, Compliance Guide for 501(c)(3)"Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) Smiles 4 Kylee Transactions 2010 Description of Transaction 2010; Begin g.;Balance 1225 1111/10. City of TemeculaEaster 1229 1231 1233 ! Stdp}ss/';office supplies. 2/24/10 Easter goodies Debit (-) Credit (+) 723/1 Souls 4S0e1s 3/1/10 Walmart/Easter Outreach candy etc. 3/1/10 Potur>itus Press/ Flyers Easter 3/1/10 Easter Outreach/ Goodies * $40.00 * $20.40 ;490.36 * $6000 * $103.24 *; 3/1/10 Easter, Outreach/ craft supplies, game. 25/10 Easter Pgrk i3e ros 3/24/10 Donation/ Boggs X10 �Donatioh/ Hickok; Hdmis 1235 4/6/10 Guiding Supplies i $134.60 $18,76 * $26.67 *u.Y $267.00 * 1$101.04 10/10'; Building Sitting Room * _L525 00 4/20/10 * �' . _..._ _. Building Supplies *'.$104.00 1238 4/21/10 Walmart/ Building Supplies * 1$124.59 Deposit/ The Rock,; Brown; Benson /60 walk Deposit/ City Temecula, Whan 4/26/10 Deposit/Walk and Shirt sales Balance $977.87 $937.87 $917.471 �$827.1i1�_ $767.11; S$63.87 11 663 8711 ... '.$618.44 3'51.44 $0.40 $100.40'' $50.00 $150.40 $125.00 $275.40 4140.80' '$115.80 _. $160.00 1$275,80 ;$171.80 $47.21 $420.00 1$467.21 $230.00 ;$697.21 Number Date Description of Transaction 4/26/10 School Supply" • Electric Bill Building 1272 4/24/10 .. Electric Deposit St ranee/ PdrSSS r , C Debit (-) Credit (+) 'Balance $63.99 $0.00 * $405.00 * ! $22436 $672.46 ;• !$60$ 47 5/14/10 Deposit/ Hickok, Mcfarlin, Doyle, Jen -Walk eposit/Jear1 Hickok,Maggie Takao 1274 5/16/10 Potomus Press/ Notecards for building zt on Deposit $331.00 $300:b0 5/16/10 PA System/Yard Sale 1277 5/21/10 6/4/10 6/5/10 1279 6/5/10 1280 6/11/10 1281 6/,11/10' 1282 anlily;un Day Resevation w/parks and rec Staples/ office supplies �~ Over,Drfot Tad M4creight Paid until funds are Deposit/Jean Hickok Devin Boggs * $48.67 $400.00 * $75.00 * $41.30 203.47 $20.89V J$310.1w1L; 4r 1$610 11 $561.44; $161 44 -$1.13.56 i $154.86 $225.00 $230.14; $30.62 d Mccteight Punds Avili�ile from overtlraff, Khols Deposit Ups Pobox Electric/June Debit PamlerInsurance Building Void usidess Cards/Khols clothes 41Kids Staples/ office supplies $199.52 * $69.00 * 450.00_... * $0.00 * $124.40 $500.00 $530:62 $461.62 .___— ..__.._... 1$417.62,_... • $298.79 $298 79m $174.39Y l $. * $45.68 Number Date Description of Transaction Debit (-) Credit (+) Balance 8/17/10 Deposit/Sandra Olson, Boggs 1$125.00 1242 9/2/10 Insurance/ Farmers $120.00 1241;` 9/2/10 Wolmart/ Building Supplies '$40.27 1243 9/3/10 Family Help/ Giff Mulligans $40.00 Walmart/ORN- can dy :$34.75 $1,70 $126.70;'�� i$321.70`�� $201.70' 1$161.43 $121A3 1$86.68 ..,_ 26 vi CITY OF TEMECULA •SEP 1 4 2010 FISCAL YEAR 2010.1 1 i ivANcEE To COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5,000 (Maximum allowable $5,000) Project Name: Sports training and competition programs for athletes with intellectual disabilities in the City of Temecula Project End Date: December 31, 2011 Project Start Date: January 1, 2011 ORGANIZATIONINFORMATION pecial Olympics' Southern California Temecula Valley Name of Organization: S Contact Name: Stacy Fish - Area Director Title/Position: Mailing Address: 27475 Ynez Road, Suite 174, Temecula, CA 92591 Telephone: (951)296-3624 Year Organization Founded: Number of Paid Staff: 0 Number of Volunteers: 250 Geographic Area(s) Served: Temecula Valley 1969 Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 1995 Federal identification number: 95-4538450 If "no": State identification number: 189240 Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors X Members -at -Large X Application — Page 1 How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services .that would be purchased and why. include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Monies received from the City of Temecula will be used to provide sports practices for athletes, trainings for coaches and competitions held in 2011. There are over 200 athletes in our programs who train and compete in year-round sports and we recently added the sports of softball, soccer and tennis to our fall and spring seasons. Costs associated with the project include facility rentals, sports equipment, uniforms, meals, medals, event supplies, and personnel. A handful of community organizations offer chil- dren with intellectual disabilities limited participation in mainstreamed recreation through the assistance of Aan aide or buddy. While this provides some degree of success for higher ability children with disabilities, those with severe disabilities have challenges fully participating. Special Olympics is the only organiza- tion in the City of Temecula which provides sports training and competition programs to persons with dis- abilities free of charge to all participants. Over 80% of our athlete's live at or l efow the poverty level, working part-time jobs and receiving government assistance to subsidize necessary living expenses such as food and rent. Most persons with intellectual disabilities could not afford costs associated with participation in sports programs if fees were assessed. As a result, Special Olympics covers all program related expenses for both training and competition, including facility rentals for trainings and competitions, sports equipment, uniforms, games fees, transportation, and training for coaches. Special Olympics could not exist without the energy, commitment, and enthusiasm of 200+ volunteers in Temecula. As a grass-roots organization, Special Olympics relies on volunteers to ensure that every athlete is offered a quality sports training and competition experience. Volunteers are involved with every aspect of our programming and often serve as coaches, tournament volunteers, and other key leadership roles. We are proud to boast ongoing involvement from Temecula -based volunteer groups, including Knights of Columbus, California Highway Patrol and Temecula Police Department. Application — Page 3 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and PREPARED BY: - SIGNATUR Stacy Fish NAME and TITLE (Please Print or Type) PRESIDENT or AUTHORIZED OFFICER • Stacy Fish - Area Director SIGNAT NAME and TITLE (Please Print or Type) ORGANIZATION NAME: MAfLING ADDRESS: TELEPHONE: Special Olympics Temecula Valley 27475 Ynez Road, Suite 174 Temecula, CA 92591 (951) 296-3624 DATED THIS 07 September 7 2009. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 U4/zJ(fUVB zz:z6 FAX STATE OF CALIFORNIA- - - - - - FRAMCHY9ETAX BOARD Po BOX -1286- RANCHO-.COROOVA CA 95741-1286 August 13, 1998 In reply refer to' 783..-6 :EMM _. J 002/003 SPECIAL OLYMPICS SOUTHERN CALIFORNIA INC STEVEN ZELMAN 6071 BRISTOL PKWY STE.100 _CULVER.CITY CA 90230-6601 Purpose Code Section Form of Organization Accounting Period Ending; Organization Number -----c CHARITABLE 23701d Corporation December 31 1898240 You are exempt from state franchise or income tax under the section of the Revenue and Taxation Code indicated above. This decision is based on information you submitted and assumes that your present operations continue unchanged or conform to those proposed in your application. Any change in operation, character, or purpose of the organization must be reported immediately to this office so that we may determine the effect an your exempt status. Any change of name or address must also be reported. In the event of a change in relevant statutory, administrative, judicial case law, a change in federal interpretation of federal law in cases where our opinion is based upon such an interpretation, or a change in the material facts or circumstances relating to your application upon which this opinion is based, this opinion may no longer be applicable. It is your responsibility to be aware of these changes should they occur This paragraph constitues written advice, other than a chief counsel ruling, within the meaning of Revenue and Taxation Code Section 21012(a)(2). You may be required to file Form 199 (Exempt Organization Annual Information Return) on or before the 15th day of the 5th month (4 1/2 months) after the close of your accounting period. Please see annual instructions with forms for requirements. You are not required to file state franchise or income tax returns unless you have income subject to the unrelated business income tax under Section 23731 of the Code. In this event, you are required to SPECIAL OLYMPICS SOUTHERN CALIFORNIAJNC. (A California Nonprofit Corporation) FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2009 INDEPENDENT AUDITORS' REPORT To the Board of Directors Special Olympics Southern California, Inc. We have audited the accompanying statement of financial position of Special Olympics Southern California, Inc. (SOSC), a nonprofit organization as of December 31, 2009, and the related statements of activities, functional expenses, and„cash flows for the year then ended. These financial statements are the responsibility of the management of SOSC. Our responsibility is to express an opinion on these financial statements based on our audit The prior year summarized comparative information has been derived from SOSC's 2008 financial statements and, in our report dated May 19, 2009; we expressed an unqualified opinion on those financial statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain, reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining; on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SOSC as of December 31, 2009, and the changes in its net assets and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued our report dated June , 2010 on our consideration of SOSC's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. GREEN HASSON & JANKS LLP June ,2010 Los Angeles, California SPECIAL OLYMPICS SOUTHERN CALIFORNIA (A California Nonprofit Corporation)' STATEMENT OF ACTIVITIES Year Ended December 31, 2009 With Summarized Totals for the Year Ended Decemb SPECIAL EVENTS: Special Events Less: Cost of Direct Benefits to Donors NET REVENUES FROM SPECIAL EVENTS REVENUES AND SUPPORT: Contributed Goods and Services Contributions Direct Marketing TOTAL REVENUES AND SUPPORT OTHER INCOME (LOSSES): Dividends and Interest Income Program and Other Income Realized and Unrealized Gains (Losses) on Investments. Loss on Disposal of Assets Net Assets Released from Program Restrictions TOTAL OTHER INCOME /LOSSES/ TOTAL REVENUE, GA/NS AND SUPPORT EXPENSES: Program Services Management and General Fundraising TOTAL EXPENSES CHANGE IN NET ASSETS Net Assets - Beginning of Year NET ASSETS - END OF YEAR 2009 PftEO•nAINPc Y:0.4 :?q•9$ AFweNEq •1`4 cfAFFM MpSSON: a: JANkii.LLP AND NOT to !E NEPRbD4)3ED e4 ANY PeRM Wlt99:11 : • Temporarily Unrestricted Restricted Permanently Restricted S 2,776,549. $ (741,888) 2,034,661 5,559,284 2,919,886 1,256,539 36,681 2008 Total Total $ 2,776,549 $ 3,363,055 (741,888) (999,608)` 2,034,661 2,363,447 5,559,284 2,955,567 1,256, 539 9,735,709 67,307 95,243 194,100 (37,829) 155,816 35,681 (155, 816) 9,771,390 67,307 95,243 194,100 (37,829) 5;538,057. 3,396,731 1,536,569: 10,471,347 104,456:' 85,991 (698,331) 474,637 (155,816) 12,245,007 (120,135) 10,027,492 833,580 1,540,942 12,402,014 (157,007) 2,711,792 $ 2,554,785 (120,135) 327,686 $ 207,5511, $ 318,821 (507,884) 12,124,872 12,326,910 - 10,027,492 833,680 1,540,942 12,402,014 (277,142) 32,820 3,072,298 32,820£ $ 2,795,156 11,189,871 ' 837,287 1,866,411 13,893,569 (1,566,659): 4,638,957 ' $ 3,072,298 The Accompanying Notes are an Integral Part, of These Financial Statements SPECIAL OLYMPICS SOUTHER (A California Nonprofit C STATEMENT OF CAE Year Ended Decem'e.. With Summarized Totals for the Year CASH FLOWS FROM OPERATING ACTIVITIES: Change in Net Assets Adjustments to Reconcile Change in Net Assets to Cash Used in Operating Activities: Depreciation 183,860 146,000 Reinvested Dividends and Interest (67,307) (91,038) Realized and Unrealized (Gains)/Losses on Investments (194,100) 698,331 Loss on Disposal of Assets 37,829 961 (Increase) Decrease in- Contributiongand Pledges Receivable. ,r 100,95-7- 309,343 Prepaid Expenses and Deposits 19,227 (9,957) Increase (Decrease) in: Accounts Payable (11,027) 12,000 Accrued Liabilities 62,353 ' 79,879 2009 2008 $ (277,142) $(1,566,659) NET CASH USED IN OPERATING AC77VITIES CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from Sale of Investments Purchase of Investments Purchase of Property and Equipment (145,350) (421,140) 650,000 378,456 (6,831) (204,294) (240,426) NET CASH PROVIDED BY INVESTING ACTIVITIES 445,706 131,199 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash and Cash Equivalents - Beginning of Year CASH AND CASH EQUIVALENTS - END OF YEAR 300,356 (289,941) 293,196 583,137 $ 593,552 $ 293,196 The Accompanying Notes are an Integral Part of These Financial Statements SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) NOTES TO FINANCIAL STATEME December 31, 2009 NOTE 1 - ORGANIZATION (continued) Five years ago, SOSC had one of the lowest participation rates of any Special Olympics program in the nation with just 10,000 athletes: To counter that status, SOSC implemented an ambitious 5 -Year Strategic Plan focused on restructuring the organization to serve a greater percentage of the estimated 550,000 individuals with intellectual disabilities living in SOSC's geographic territory. Significant strides have been made in accomplishing these goals, most notably: Athlete Growth and Increased Participation. More than 13,000 athletes currently participate withmorebeing served at younger age, due primarily to'SOSCt School Partnership Program. The new two -season, 12 -sport model will allow SOSC to accommodate more athletes and give them more time to train and compete, while the guide- lines created to support this change will ensure an equitable experience for all SOSC athletes. A Staff -Led, Volunteer -Driven Organization. li order to become a "staff -led, volunteer -driven" organization, SOSC is ramping up its volunteer training which will not only reduce costs but ensure community support of its programs. With 15,000 volunteers already on the SOSC roster, the current focus is not only on recruiting more, but also for leadership positions that will ensure the future strength of the organization. Sustainable Revenue. A fundraising culture has been created throughout the organization to sustain future revenues that includes a focus on successful opportunities such as individual donors, online giving, Law Enforcement Torch Run activities, major SOSC-wide events, and ` opportunities utilizing service organizations/universities. To bridge the transition from a reliance on special events, direct marketing and grants, a Dream House Raffle will be implemented in 2010, along with increased focus on the current major donors, and engaging the Board of Directors on a greater scale. Toyota's Gift of Space. The decision was made in 2009 to relocate 15 Sports & Field Operations and Regional staff members from its former head -quarters in Culver City to a new Los Angeles/San Gabriel Valley Region Office, located in Gardena. This move was made possible by Toyota, which donated` office space to help defray overhead costs, saving SOSC an estimated $200,000 over two years. Summer Games Changes. SOSC modified its Summer Games competition in 2009 by reducing the annual championship from three to two days, at a cost savings of nearly 25 percent. At a time when several chapters in North America were forced to cancel their Summer Games, SOSC staged a salute to the athletes and its 40'" Anniversary over the two days of competition. SOSC will continue to look for ways to enhance the athlete and volunteer experience while maintaining these cost savings. SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) NOTES TO FINANCIAL STATEME December 31, 2009 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (b) ACCOUNTING (continued) Restricted contributions • received and spent in the same year are treated by SOSC as unrestricted for reporting purposes. Permanently Restricted Net Assets. These net assets are received from • donors who stipulate that resources are to be maintained permanently, but permit SOSC to expend all of the income (or other economic benefits) derived from the donatedAssets. SOSC has $32,820 of permanently restricted net assets at December 31, 2009. (c) CASH AND CASH EQUIVALENTS SOSC has defined, cash and cash equivalents as cash in banks, money market -Rind; and certificates of deposits with originalmaturities less than one year. The carrying value of cash and cash equivalents at December 31, 2009 approximates its fair value. (d) INVESTMENTS Investments in marketable securities with readily determinable fair values and all investments in debt securities are reported at fair value. interest and dividend income and gains and Josses on investments are reported on the statement of activities as increases or decreases in unrestricted net assets unless their use is temporarily or permanently restricted by donor stipulations or by law. (e) CONTRIBUTIONS AND PLEDGES RECEIVABLE Unconditional contributions, including pledges recorded at estimated net realizable value, are recognized as revenues in the period received. SOSC reports unconditional contributions as restricted support if they are received with donor stipulations that limit the use of the donated assets. (f) PROPERTY AND EQUIPMENT Property and equipment are recorded at cost if purchased or at fair value at the date of donation if donated. Depreciation is computed on the straight-line basis over the estimated useful lives of the related assets. Maintenance and repair costs are charged to expense as incurred while renewals and betterments are capitalized. The estimated useful lives of property and equipment are as follows: Computer Equipment 5 Years Furniture and Equipment 5 Years Vehicles 5 Years Leasehold Improvements Term of Lease Sports Equipment 5 Years -9- SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) NOTES TO FINANCIAL STATEME December 31, 2009 PF#E 4i11lAAt .... :tune 2$ 2020 FO'e� RE'rl+RMEp7:rD:GRr:ENNA6H4N:�S�:�; :' JANKsth:ANd+Nbir REPRODUCEDJN-ANY:FaRM n uour ::PfRMI&sH:': NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 0) CONTRIBUTED GOODS AND SERVICES (continued)'` SOSC received donated services from unpaid volunteers who made significant contributions of their time providing a broad range of support at all of the competitions and fundraising events. However, the value of these services is not reflected in the financial statements because the criteria for recognition were not met. - - (Id INCOME TAXES SOSC is exempt from taxation under Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701d. (I) FUNCTIONAL ALLOCATION OF EXPENSES The costs of providing SOSC's programs and other activities have been presented in the statement of functional expenses. During the year, such costs are accumulated into separate groupings as either direct or indirect. Indirect or shared costs are allocated among program and support services by a method that best measures the relative degree of benefit. SOSC uses salary dollars to allocate indirect costs. (m) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses as of the date and for the period presented Actual results could differ from those estimates. (n) RECLASSIFICATION For comparability, certain December 31, 2008 amounts have been reclassified, where appropriate, to conform to the financial statement presentation used at December 31, 2009. (o) COMPARATIVE TOTALS The financial statements include certain prior -year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with SOSC's financial statements for the year ended December 31, 2008 from which the summarized information was derived. -11- SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) • NOTES TO -FINANCIAL STATEME December 31; 2009 NOTE 3 - FAIR VALUE MEASUREMENTS (continued) The fair values of marketable securities within Level 1 inputs are obtained based on quoted market prices at the closing of the last business day of the fiscal year. Investment income (loss) for the year ended December 31, 2009 consists of the following: Dividend and Interest Income Net Realized and Unrealized Gains on Investments 67,307 194,100 INVESTMENT INCOME S 261;407 NOTE 4 - CONTRIBUTIONS AND PLEDGES RECEIVABLE All contributions and pledges receivable are deemed to be fully, collectible at December 31, 2008;, therefore, no allowance for doubtful pledges has been recorded. The total amount of contributions and pledges receivable at December 31, 2009 is $266,551, all of which are expected to be collected within one year. NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment at December 31, 2009 consist of the following: Computer Equipment Furniture and Equipment Vehicles Leasehold Improvements Sports Equipment TOTAL S 770,947 414,445 233,591 76,942 20,193 1,516,118 Less:- Accumulated Depreciation (1,047,409) PROPERTY AND EQUIPMENT (NET7 $ 468,709 Depreciation expense for the year ended December 31, 2009 was $183,860. NOTE 6 -ACCRUED LIABILITIES Accrued liabilities at December 31, 2009 consist of the following: Accrued Vacation Accrued Payroll Accrued Unemployment Accrued Payroll Taxes $ 160,593 143,076 61,203 13,756 TOTAL ACCRUED LIABILITIES $ 378,628 -13- SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) • NOTES TO FINANCIAL STATEME December 31, 2009 NOTE 10 - CONTRIBUTED GOODSAND SERVICES June 28; 20t0 : ?; FO:eE:R�711RNED?O:GREeN;NAS64N�&: �: �:: :-:-: ilaNKs: ith dNd-Nox Ytt�E- REFRODUCEQ• JN'AM-y:FORRII.WrCHOUT;- Contributed goods, services, and use of facilities and equipment during the year ended December 31, 2009 areas -follows: Contributed: - - -- --- - Services Goods Use of Facilities and Equipment TOTAL CONTRIBUTED GOODS AND SERVICES Less: Cost of Direct Benefit to Donors CONTRIBUTED GOOD AND SERVICES (NET) Program Management Related and General S 4,836,329 456,424 75,968 $ 112,745 3,914 2,650 Fundraising Total $ 47,077 285,864 9,769 $ 4,996,151 746,202.-. a:88,387 5,368,721 119,309 $ 5,368,721.. $ 119,309 342,710 (232,896) $ 109,814 $ 5,830,740 (232,896) 5,597,844 In addition, equipment totaling 571,254 was contributed and is included in property and equipment. NOTE 11 - TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets were available for the following purposes at December 31, 2009: Games and Championships Other Program Uses Training of Athletes Volunteer Activities $ 123,302 45,353 31,070 7,826 TOTAL TEMPORARILY RESTRICTED NET ASSETS $ 207,551 NOTE 12 - BOARD DESIGNATED AND PERMANENTLY RESTRICTED NET ASSETS (ENDOWMENTS/ SOSC's endowment consists of donor restricted funds and board designated funds. The donor restricted fund is included in permanently restricted net assets and consists of the Ropolo Charitable Trust with a balance of $32,820. The investment income is restricted by the donor to be used for athlete transportation, and this activity is shown in temporarily restricted net assets. The board designated funds have been established for two purposes: (1) seed money to launch donor -restricted endowments, and (2) a reserve for possible unavoidable operating deficits. These endowments are invested in mutual funds (See Note 3). -15- SPECIAL OLYMPICS SOUTHERN CALIF (A California Nonprofit Corporation) NOTES TO FINANCIAL STATEME December 31; 2009 NOTE 13 - RELATED PARTY TRANSACTIONS As an accredited chapter of SOI (see Note 1), SOSC remits accreditation fees and shares in percentages of contributions for nationwide 501 fundraising programs. SOSC incurred accreditation fees totaling $170,045 for the year ended December 31, 2009. These fees are reported as program costs in the accompanying statement of functional expenses. In addition, SOSC received _ 4609,681 in contributions relating to direct mail and other fundraising campaigns from SOI during the year ended December 31, 2009. NOTE 14 - EMPLOYEE BENEFIT PLAN SOSC has a 403(b) defined contribution plan covering substantially all employees. After one year of service, SOSC matches 50% of the employee's contribution up to a maximum of 3% of the employee's salary annually. SOSC contributed 548,597 to the plan for the year ended December -31, 2009. _t7_ TOTAL REVENUE - -- "- See Revenue Report for Detail Program Eipenses. 1150 -AREA LEADERSHIP CONFERENCE 65 1450 - AREA COMMITTEE MEETINGS - 0 1700. -.SOI. REGIONAL MEETINGS -- - - 0 1800 - OUTREACH - 230 1850 -FAMILIES 0 1870 -RECREATION - - - 0 1900 -VOLUNTEERS 0 2000 - PUBLIC EDUCATION 0 3000- ATHLETE AREA TRAINING 1684 3010 -AQUATICS 2,450 3020- ATHLETICS 0 3030- BASKETBALL -- 1,150 3040 - BOWLING 3,360 3050 - CYCLING 0 3060 -EQUESTRIAN 0 3070 - FLOOR HOCKEY 0 3080 - GOLF --- - " - 825 3090 -GYMNASTICS 2,760 3100 - ICE SKATING - FIGURE & SPEED 0 3120- POWERLIFTING 0 3130 - ROLLERSKATING 0 3150 -SKI -CROSS COUNTRY 0 3160 -SOCCER 1,500 3170 - SOFTBALL 1,200 3190 - TENNIS 600 3200 -VOLLEYBALL 1,250 3210 - BOCCE BALL 350 3400 - UNIFIED SPORTS 0 3500 - COACHES/OFFICIALS TRAINING 400 0 4300- SOSC SUMMER GAMES 75 4500 - SOI REGIONAL BNFL. COMPETITION 0 5000 - SOSC CHAMPIONSHIPS 0 5120 - SOSC - FLOOR HOCKEY 0 5180 -EQUESTRIAN 0' 5240 ICE SKATING 0 5300 _ FALL GAMES 75 6000 - AREA COMPETTTON HOSTED 8,450 6400 - UNIFIED SPORTS COMPETITIONS 0 6500 - AREA COMPETITIONS ATTENDED 240 Total Program Expenses 26,664 Fundraising Expenses 8000 -FUNDRAISING 500 8030- GOLF TOURNAMENT 0 8300 - TORCH RUN 9,298 8350- TIP A COP 1,820 Total Fundraising Expenses 11,618 General Expenses 9000 - GENERAL ALLOCATED EXPENSES Total General Expenses 1,384 1,384 TOTAL EXPENSES 39,666 NET INCOME (LOSS) 22,646 PRINTED 9/13/2010 Special Olympics Southern California Temecula Valley Area 27475YnezRoad, -Suite 174,Temecula, CA 92591 * Phone: (951) 296-3624 * Fax: (951) 693-0016 Web Address: http://www.sosc.org * E-mail: sfish@sosc.org September 9, 2010 City of Temecula Community Services Funding Program C/O Judy McNabb PO Box.9033 Temecula, CA 92589-9033 Dear Ms. McNabb: Courtney was hesitant about joining her local Special Olympics team. She didn't have a sports background and was painfully shy. Despite her concems, a friend convinced her to join a local bowling team. After a few practices, she was hooked. At bowling, she met a group of people her age who quickly became her new friends. One of the coaches worked with her every week to teach her the skills necessary to compete. Her hard work paid off when she eamed a medal at her first bowling competition. Coaches later awarded her the nickname chatterbox because of her constant talking and few can believe that she was once shy. Today, Special Olympics is a regular part of Courtney's life which has resulted in a new found confidence that has transferred into other areas of her life. She plans on enrolling in community college where she will study art and hopes to find a part-time job after graduation. Throughout Temecula Valley, over 200 athletes with intellectual disabilities just like Courtney find opportunities for improved health, fitness and social interaction through their involvement in Special Olympics. Founded on the belief that people with intellectual disabilities can leam, enjoy and grow from participation in individual and team sports, Special Olympics provides the structure and encouragement critical to their success. Through the mastery of sport, our athletes achieve new levels of self-confidence in their physical, mental, and social abilities. We respectfully request $5,000 from the City of Temecula to support our sports training and competition and programs in the city. Your support will allow Special Olympics Temecula Valley — and athletes like Courtney — to grow and thrive. On behalf of the athletes, families and volunteers of Special Olympics Southem California - Temecula Valley we would like to thank you for making opportunities such as the one presented by the City of Temecula available to assist organizations like ours achieve our goals. Sincerely, ao Stacy Fish Area Director Created by the Joseph R Kennedy, Jr. Foundation Authorized and Accredited by Special Olympics Inc. for the Benefit of Persons with Intellectual Disabilities • Ci CITYOF TEMECULS rry Of TEIVIFC1 FISCALYEAR 201 O.1 1 SEP 1 3 2010 COMMUNITY SERVICE FUNDING PROGRAM _APiL (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 3, 000 (Maximum allowable $5,000) Project Name: 3 Ud e fl+ O IC The- tom1,onth Free rave , 1- n C• 1 en ecJ►u i+i-o eiram ) Project Start Date: Sep -crab et' 201 0 Project End Date: `.) v n e 2 31 1 ORGANIZATION INFORMATION Name of Organization: Stsc1 e n+ of The_ H onth ?rocj ra.vvi , T In G . Contact Name: $ a 11 y A• 1`11 e rs Title/Position: ft u / }7r e..s. 1A eri+ Mailing Address: L13 11 a, St1 S 1 rle3S Pci(k Dr. 3+e, 10 ► , 1 evnecu) a 9 2 s 9 O Telephone: C9 J i) 71 J- 0S 2 O Year Organization Founded: 199 a Number of Paid Staff: Number of Volunteers: 15 Geographic Area(s) Served: 1 e m to CLI 1 a - is this organization incorporated in California as a non-profit organization? Yes No Effective Date: 1 O 121 ] 200 a If "Yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 1 0/11/ 2 00 8 Federal identification number. 94 - 3 4 10 a State identification number: C 31 Cc S 9 S a If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors /\ Members -at -Large Application - Page 1 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: 3Q\\y i . mLler5 , ksyvi den J NAME and TITLE (Please Print or Type) SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: ,50.1E F. In Prs Founder Pre.slclen1 NAME nd TITLE (Plea Print or Type) vn&r ORGANIZATION NAME: 3kud&it O.1 I h ynoirth) Yroe ram, enc. MAILING ADDRESS: 1-3 511 ?, L3d3Ine.Ss Pco.(IC Dr,) S4 e_. to j �w�ecsla, C14 9),5c-10 TELEPHONE: C.fi S I ) 11 S- Os 2 0 DATED THIS //Th of 21)36/0--1-0-m kat , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Pace 5 TEMECULA.. *...-M URRIETA._ .LAKE.-ELSINORE_. *. PERRIS/M-ENIFE-E --. A 501(c)(3)i NON-PROFIT 'CORPORATION - TAX "ID#94.3448992--- Recognizing and Inspiring Academic Excellence Since 1992 Student of the Month Program,. Inc. History The Student of the Month Program (SOM) was founded in 1992 by Sally A. Myers, who has lived in Temecula since 1984. The program was endorsed by the Temecula Valley Chamber of Commerce and lends its name to the program, thus it is called the Temecula Valley Chamber of Commerce Student of the Month Program. The program is celebrating its 19th year and its goal is to recognize character, perseverance, and encourage and inspire academic excellence and scholarship to our local high school students. As the community has grown and the number of high schools have increased in Temecula, the SOM Program has actively met the growing demands. One area of growth that was imperative to the continued operation and success of the program was becoming a charitable 501 (c) 3 non-profit organization in October 2008. Financial Records The Student of the Month Program, Inc operates its recognition and scholarship program in Temecula, Murrieta, Lake Elsinore and Perris/Menifee. Each program operates independently of each other and is financially independent. We have one bank account for our General Operating Fund and one bank account for the Scholarship Fund. The Student of the Month Program, Inc. uses Quick Books, Non -Profit Edition and divides it's reporting into four classes to keep each program's income/expenses separate. For the purpose of this grant, the Temecula program is the only program under consideration. Enclosed is the Balance Sheet for the entire organization, two P&L statements: one for the entire organization and one for Temecula. The records represent the 2009-2010 program. Mission Statement The Mission of the program as stated in the Bylaws, "is to provide a local high school recognition program which will acknowledge and honor students for their character, their love of learning, commitment to academics; in addition to, their participation in athletics, school activities, or community service; or the ability to persevere and overcome difficult life circumstances in a setting that honors God, Country, Family, Community and Free Enterprise." Sally A. Myers, Founder 43172 Business Park Drive, Suite 101 * Temecula, CA 92590 sally@bmwmanagement.com TEL 951.506.8024 * FAX 951.699.3226 * CELL 951.775.0520 Operations & Services The SOM program operates year round. The Student Awards are presented September through June with the scholarships being fulfilled throughout the year. The summer is spentconfirmingsponsors, preparing budgets, -- fmancials, and organizing the program for the next school year. The SOM Program honors students from the four comprehensive high schools in Temecula, and the three altemative/small schools in Temecula. To accomplish this task we work closely with the Temecula Valley Unified School District, The Linfield Christian School and the Temecula Valley Chamber of Commerce. The schools that participate in the SOM Program are listed below: Linfield Christian High — Temecula Valley High — Chaparral High — Great Oak High — Rancho Vista High (Alternative School) -- Susan H. Nelson High (Alternative School) Temecula Preparatory (Charter School) How the Program Works Each school administration selects one boy and one girl each month who best demonstrates the mission of the Program and is invited to a special luncheon in their honor with their family. A total of ten students are selected each month and 90 students (September — May) are honored over the course of the school year. The students must be high school seniors and must be college bound or vocational/trade school bound. The Principal, nominating teacher, local, county, state and federal dignitaries and the sponsoring businesses attend to meet the students and hear why they were selected. The students and their families address the guests and share their personal stories. In the spring, the Students of the Month are asked to complete a competitive scholarship application which is administrated and judged by the Temecula Valley Chamber of Commerce. This special committee selects one boy and one girl from each school to be recognized as the Student of the Year and is awarded a generous Scholarship donated by our sponsors. The SOM program is well known and respected in the community for bringing a broad cross-section of the community together each month in a non -political, small town atmosphere to honor students and families for making a difference. The program honors students from all demographic backgrounds, physical abilities and family backgrounds. This is what makes our program unique, heartwarming and motivational. The community, the students and schools benefit from the program because it is video-taped and edited for viewing on Time Warner Cable TV, which means that the program is aired for the community-at-large to view. The program gives a breath of hope to the viewers as students share their personal story from their heart. Through the storytelling nature of the program it is easy for the community to witness tile close relationships that have developed during the high school years by the teachers and their students. It also demonstrates healthy relationships and reconciled relationships between parents and their children: It truly is an inspirational event to attend each month: Most of the guests leave. with tears streaming down their faces. The SOM Program operates with an all volunteer staff. There are no full-time or part-time positions. Our volunteers enjoy working in their area of giftedness. The SOM Program presently has 16 local volunteers who share their gifts and talents in amazing way. SOM has a thoughtful and well organized organization and it's Founder, Sally Myers has been its President/CEO for the 18 years its been serving the Valley. Meet our volunteers: Sally A. Myers, BMW Management/Sizzler — Founder and Administrator since 1992 Rita Massie, Board of Director — Treasurer Carolyn Mitchell, Board of Director, Secretary Kim Garcia, CFO Tamda Medical - Accountant Jennifer Cloud, TVCC — Communication Coordinator Jerri Selway, Pacific Western Bank — Gift Bag Coordinator Alisa Garrett, Pacific Westem Bank — Gift Bag Coordinator Lisa Cataldo, TVUSD — Master Data Base & Donation Correspondence Melanie Norton, TVUSD - Publicity Cari Zamora, BetterWorld Trust — Scholarship Administrator Andria Donahoo, BetterWorld Trust — Scholarship Administrator Geeta Gupta, Parent of the 2008 Great Oak High Student of the Year — Greeter Shareen Dombkowski, local parent - Greeter Sue Mai — Retired Secretary of CHS. Worked on the school side of SOM for 12 years — Assist with Administration Marcia McDonnell — Retired Counselor at TVHS —Assist with Administration Karen Medley, Linfield Senior — Summer Gift Organizer Anne Taylor, Former Linfield Student & freshman at Pt. Loma —Correspondence The program and its board of directors work closely with the school district, the high school principals, the Temecula Valley Chamber of Commerce, its volunteers and its sponsors to continually evaluate its procedures, and operations to meet the recognition and scholarship needs as the community changes and school sites increase. We meet annually to discuss opportunities for improvement for the upcoming year. Our main focus is to provide a non -bias, non-political venue for honoring our outstanding students in Temecula and invest in their futures with scholarships to the academic college/university or vocational school of their choice. Project Description The Community Service Funding Grant will be used 100% for the Video Production of the 9 monthly lunches for the 2010-2011 school year (September 2010 through May 2011). The event is video-taped by Group One Production that edits and produces the program for Time Warner Cable TV. Time Wamer airs the program each month through the generosity of the City of Temecula. The community benefits from the program and is inspired by hearing the stories of victory and perseverance from our local youth. I receive many letters and phone calls from local residents who watch the program on Time Warner and want to know how their son or daughter can become Student of the Month. It is satisfying to hear how the stories of victory, praise and perseverance become family talking points of "how to stand fnm, or how to make a difference" at a time when so many families and their children need hope and positive examples of real life situations. The students of the month become `living' examples and testimonies to other students in the community. The students experience individual growth as they prepare to present their story and learn how to speak in a public setting. We ask the students to dress for success and they are required to send a hand- written thank you note to each sponsor and dignitary involved in the program. In order to be awarded the scholarship they must complete a competitive application with rigorous requirements within a deadline to be considered for the generous award. The School District benefits because the community is able to witness first hand the relationships that have been nurtured and developed over the course of the high school years between the teacher/student, principal/student, and parent/student. These relationships reveal how influential these key people are in developing the character and attributes of each child. Whether the student is a high achiever or has overcome obstacles, they are appreciative for the educational team that stands behind them, encourages them to learn and accomplish to the best of their ability and strive to pursue their future goals. The school district is grateful to the parents and family members who appreciate their support above and beyond the job description. The City benefits by being part of the program through the attendance of City Council members who take time to personally welcome the students and their families. The attending members offer words of encouragement and wisdom to the students and families. It shows that the City sincerely cares about the future of its young citizens by positively acknowledging character, service, education and perseverance. The city also encourages the students to return to Temecula after they've completed their education to find employment, open a small business or participate in community organizations that serve others and better the quality of life in Temecula. Past Project Benefits Yes, the Student of the Month has received three Community Service Grants in 2007, 2008 and 2009. The award was used for the same purpose - for the Video Production of the monthly lunches which are aired on Time Warner Cable TV. The same will apply if we are fortunate to receive the grant for this school year. Please fmd attached the Grout One Production invoice for the 2010-2011 school year. Group 1 Productions 30962 Shaba Circle Temecula, CA 92592 951-676-8980 group.one®verizonmet 08/23/2010 mow° F --k' �, On Receipt 08/31/2010 Temecula Valley Chamber of Commerce Student of the Month Program Sally Myers 43172 Business Park Drive #101 Temecula, CA 92590 Please detach top portion and return with your payment, rojec+ ► nvolce 2010 2011 Temecula SOM Operating Budget Projected Donation Income Projected Expenses Meals Accounting Legal Printing & Postage SOY Student Gifts SOM Volunteer Gifts Video Non Profit Fees Total Operating Bud • et $18,000.00 $12,500.00 $200.00 $300.00 $250.00 $400.00 $400.00 $3;000.00 $30.00 $17,080.00 8:50 PM 09/11/10 Accrual Basis Studentofthe Month., Program, Inc: Profit & Loss by Class July 2009 through June 2010 Income - - 410 Income Contribution 410 -TVCC Income Contribution 15005:00- - 15,005.00 Total 410 - Income Contribution 15,005.00 15,005.00 420 -Income -Scholarship - -- -- - - 420 -.NCC Income Scholarship 6,500.00 6,500.00 -. Total 420 - Income Scholarship - 6,500.00 6,500.00 TVCC - TOTAL Total Income Expense 610 - Expense Meals _. 610 - TVCC Expense Meals 9,997.50 9,997.50 21,505.00 21,505.00 Total 610 - Expense Meals 9,997.50 9,997.50 620 - Printing 620 - NCC Printing . 191.94 191.94 Total 620 - Printing . 191.94 191.94 625 - Postage 625 - TVCC Postage 23.45 23.45 Total 625 - Postage 23.45 - - - 23.45 630 - Videography. 630- TVCC Video 3,000.00 3,000.00 Total 630 - Videography 3,000.00 3,000.00 640 - Student of Year Gifts 640 - TVCC SOY Gifts 139.95 139.95 Total 640 - Student of Year Gifts 139.95 139.95 645 - Volunteer Gifts 645 - TVCC Volunteer Gifts 251.34 251.34 Total 645 - Volunteer Gifts 251.34. 251.34 675 - Scholarship Expense 675 - TV Scholarship Expense 6,500.00 6,500.00 Total 675 - Scholarship Expense 6,500.00 6,500.00 655 Accounting 659 TVCC Accounting 48.75 48.75 Total 655 Accounting 660 - Tax Non Profit 664 • TVCC Tax Non Profit 15.00 15.00 Total 660 Tax Non Profit 48.75 48.75 Total Expense Net Income 15.00 20,167.93 15.00 20,167.93 1,337.07 1,337.07 12ef}e6-3 ("emeoola, PLi- on IN Lonly 20o9.2oi0 -school year 8:49 PM 09/11/10 -Accrual Basis Student of the Month Program, Inc./ _ Re-Fltc-}s Rii �I Qro5rams Balance Sheet Temecula., As of June 30, 2010 ASSETS Current Assets ---- Checking/Savings 110 - Income Contribution 120 - Scholarship Income Total Checking/Savings Accounts Receivable 11000 --Accounts Receivable Total Accounts Receivable 53,616.96 41,534.88 - 95,151.84 Total Current Assets TOTAL ASSETS. LIABILITIES & EQUITY Liabilities Current Liabilities Other. Current Liabilities 201 - LE 08-09 Scholarship Rese 201 - MV 08-09 Scholarship Rese 201- PM 08-09 Scholarship Rese 202 - LE 09-10 Scholarship Rese 202 - MV 09-10 Scholarship Rese 202 - PM 09-10 Scholarship Rese 202 - TV 09-10 Scholarship Rese 275 • Unredeemed Scholarships Total Other Current Liabilities Total Current Liabilities Total Liabilities Equity 32000 • Retained Earnings Net Income Total Equity TOTAL LIABILITIES & EQUITY 500.00 500.00 95,651.84 95,651.84 2,000.00 500.00 1,500.00 15,629.00 3,600.00 11,000.00:. 7,300.00 12,351.16 53,880.16 53,880.16 53,880.16. 35,060.44 6,711.24 41,771.68 95,651.84 . marrid-cc L,eLv.-t L-7 X41ndre- Perr;.s /Meni Fee. 0 v. T 0 E o cs670 T�] c j a) 0- 0 2 a V C j 2 0 0 0 0 0 O O O O O ro¢i00 10'10 010 LC) 03. 0oN 0)r NOr -0 0 0 0 0 o o 000 O O 00 o O 0 o o000 0 0 0 0 0 0 o 000 N 00000 00000 r-:0000 10 w 0 0 0 0 0 0 0 0 0 0 00000 m o-- Lc)' 0 O 00) 0 0 0 0 0 0 0 O 6 0 0 0) 1O 10 �occr O 000 0000 0000 0 O) 0 100 6 ui 0 M o L0 0 6 00 b _. (0 00 0 00 6 O O 0 O) 0 Lei 100._ S N N 00N0 0030 N O) -o - 0__.... w -: ..03 .__. M .a co .O • OI-- 0- OV� ,- 01 NI' VV .. �- r r ,- M M OJ Hl M C O) O) O). co N N N N. _. O O 0 0 0 m 0 000- 0 0 O 0 O) 0 0 N 0 0 0 r0 0 o CD oo_ o m O O ON 0 o 0 000 ni N O O'0O o ovo 0o crio N 10 N a helping HANDS CHARACTER & SCHOLARSHIP IS THE FOCUS OF VALLEY'S_ HIGHSCHOOL STUDENT OF THE MONTH PROGRAM Humble stories of character were celebrated and 27 college scholarships were awarded in June by the Valley's High School Student of the Month Program. It was founded by businesswoman, Sally Myers and Sizzler Res- taurant franchisee of 27 years. Her passion to bring together God, Country, Family, Community and Free Enterprise has en- joyed strong community support since 1992. The Student of the Month Program brings the community together to honor young people for character, love of learning, making a difference and perseverance. Over $49,500 in scholarships was raised for the 27 Student of the Year winners. Over the past 18 years, the program has blossomed and now serves the 28 high schools (comprehensive, alternative and private) within Temecula, Murrieta, Lake Elsinore, and Perris/ Menifee. The program is endorsed and named respectively after the local Chambers of Commerce and works dosely with each of the respective school districts. A total of 270 students are selected each school year between the four communities and over 4,000 students Dr: Richard Lawrence of Rancho Vi have been honored since its inception. Sally is grateful for the loyal sponsors and the dedicated volunteers who assist with the program. Every month during the school year, participating high schools select a college bound or trade school bound senior to attend a special lunch or breakfast with their family. They are honored and showered with gifts from over 250 generous sponsors. The focus is on the students and their stories. The stories are honest, heartfelt, they range from adversity to victory, and many times the students and the sponsors shed a few tears. At the end of the year, the students compete for the title of Student of the Year and 27 students between the four programs are awarded up to $2,750 in college scholarships donated by the local business and the non-profit community. The program encourages the students to return to the Valley after they have completed college, seek employment, start their own business and then get involved. Linfield student Kristy Ness shares story about Hoops for Haiti 38 I 1111u10.auutryReview August/September 2010 fi i The first student to return from college and volunteer for the Student of the Month Program is Jennifer Pham, who was the 2002 Murrieta Valley High School Student of the Year. Jennifer started her own business, Learning with Jen, and now Co -Chairs the Murrieta Student of the Month Prpgram with Margaret Jones of A-1 Tuscany Travel. She is the perfect example of what the program stands for and promotes. Sally concludes each ceremony with a quote from her favorite author, John C. Maxwell's book, Talent is Never Enough. Maxwell encourages his readers to develop their God given talents; and adds that God given talent get you noticed, but its character and integrity that earn people respect and opportunity. If you wish for additional information about the SOM Proggr�am please contact Sally at (951) 506-8024. NS ' CG 1Je.wsle9-}er-0Ly2010 Congratu ations to tnc 2010 Stuc HONORING STUDENTS SINCE 7992: cnts of t These ten outstanding students cornpeted througha rigorous application and essay process to be selected as the Temecula Valley Chamber of Commerce Students of theYear. Each student received a college scholarship valued at $1,300 from the Temecula and Munieta business. community. Thestudents and their families were treated to a formal luncheonby numerous business sponsors, awarded plaques and certificates from Local, County, State and US digni- taries,in addition to, a Promenade shopping bag fullof gifts from local merchants. The Student of the Month Program bas honored students in Temecula since 1992 and is chaired by business woman Sally A. Myers. All gifts, meals and scholarships are donated by the generosity of the business community. The Program will resume in September. For more information please call Sally Myers at (951) 506-8024. The 2010 Students of the Year are: Promenade Temecula La Masters of Fine Jewelry Chaparral Highschool 'fillips, Trophies & Treasures - Lake Elsinore Storm Baseball - Chris Piked The Chamber would also like to thank the McDonald's Meredith Ritter sponsors thank contribute to the monthly Stu- Mt. San Jacinto College dent of the Month luncheons. It is with our The Movie Experience Great Oak High School - y Mulligan Family Fun Center Kyle M. Green - generous support that the program hascontin- ued for 18 ears. Promenade Temecula Victoria J. Hargis y Promotional Products Co. Linfield Christian School The 2009/2010 Student of the Month Lunch Postural Solutions Mitchell R. Combs Sponsors were: Richie's Real American Diner Kristy L. Ness Advanced College Solutions, Inc. Robecks Smoothies & Juices Altura Credit Union Robinson Printing Rancho Vista High School Cal State University San Marcos Signature Farms Adam Lee Granite Construction Company Sizzler Restaurant Susan H. Nelson High School Hospice of the Valleys Stadium Pizza Rachel Iversen Julie Ngo—State Farm Insurance Agent Temeku Cinemas Temecula Valley High School Kuebler Prudhomme & Co. Temecula Valley Optometry Mt. San Jacinto College Visterra Credit Union Valerie Biswas - Ouch Sports Medical Center Karl M. Pruhsmeier Pacific Marine Credit Union The Student of the Year Luncheon would not Pacific Western Bank be possible without the many sponsors that - Paradise Chevrolet Cadillac contribute to the program. The Temecula Poindexter Consulting Group, Inc Valley Chamber of Commerce would like to Professional Hospital Supply thank the sponsors for seeing the importance Rancho Ford Lincoln Mercury of education and the community. Riverside County Office of Education The Student of the Year Scholarship Sponsors were: Abbott Vascular Commerce Bank of Temecula Valley First California Bank Granite Construction Kuebler Prudhomme & Co. Milgard Windows and Doors Pacific Western Bank Paradise Chevrolet Cadillac Promenade Temecula Rancho Family Medical Group Southern California Edison Toyota of Temecula Valley Up on the Roof, Inc. USA Federal Credit Union Student of the Year Gift Sponsors were: Costco Chick-Fil-A CR&R Recycling & Refuse Service Inland Valley Black Chamber of Commerce The Linfield Christian School Nash Dental Care pg2 0 July/August 2010 1 TEMECULA TODAY Rotary Club of Temecula Sizzler Square Imaging, Inc. Stadium Pizza Temecula Valley Optom- etty Toyota of Temecula Valley USA Federal Credit Union Visterra Credit Union Wells Fargo Bank— Butterfield Station Wells Fargo—Ynez 2009/2010 Student of the Month Gift Sponsors were: Brunswick Cal Oaks Bowl Carts Jr. Castle Amusement Park Chick-Fil-A Clear Blue Promotions In -N -Out Burger A special thank you to the media sponsors for assisting in promoting this event. The 2009/2010 Media Sponsors were: City of Temecula CR&R Recycling & Refuse Service Group One Production Temecula Valley Unified School District Time Warner Cable Left to Right: Dr. Carol Leighty (Superintendent TVUSD), Vikita Poindexter (SOM Develop- ment), Jackie Steed (Temecula Valley Chamber of Commerce), Victoria Hargis (GOHS), Chris Pike (CHS), Meredith Ritter (CHS), Adam Lee(Rancho Vista), Rachel Iversen (Susan H. Nelson), Karl Pmhsmeier (TVHS), Valerie Biswas (TVHS), Mitchell Combs (Linfield), Kristy Ness (Lin- field), Karen Raftery ( Superintendent Linfield Christian School) and Sally Myers (Founder SOM Program) BYLAWS OF STUDENT OF THE MONTH PROGRAM, INC., A California Public Benefit Non -Profit Corporatio ARTICLE I GENERAL INFORMATION 1.1 Name The name of this Corporation is STUDENT OF THE MONTH PROGRAM, INC. 1.2 Corporate Offices (A) The principal office for the transaction of the activities and affairs of this Corporation is located at 43172 Business Park Drive, Suite 101, Temecula, CA 92590. The Board of Directors (referred to as `Board" or "Directors") may change the location of the principal office. Any such change of location must be noted by the secretary in the corporate Minutes; alternatively, this Section of the bylaws may be amended to state the new location. (B) The Board may at any time establish branch or subordinate offices at any place or places where this Corporation is qualified to conduct its activities. 1.3 Pumose - M'%sal on The purpose of this Corporation is to provide a local high school recognition program which will acknowledge and honor students for their character, their love of learning, commitment to academics; in addition to, their participation in athletics, school activities, or community service; ox the ability to persevere and overcome difficult life circumstances in a setting that honors God, Country, Family, Community and Free Enterprise. Also in the context of these purposes, notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (1) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a Corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Additionally, no substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall notparticipate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. 1.4 Context Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Page 1 of l8 STATE OFCALIFORNIA - - - FRANCHISE TAX BOARD ... . PO.BOX .1286 RANCHO CORDOVA CA 95741-1286" July 30,-2009 STUDENT,OF THE MONTH PROGRAM INC SALLY A MYERS 43172 BUSINESS PARK DR STE 101 .TEMECU.LA.CA 92590-3626 Purpose Code Section Form of Organization Accounting Period Ending: Organization Number CHARITABLE 23701d Corporation December 31 3165952 In reply refer to 755:AFF:ARJ RECEIVE® l.f fl 31 /1109 BMW MANAGEMENT EXEMPT ACKNOWLEDGEMENT LETTER This letter acknowledges that the Franchise Tax Board (FTB) has received your federal determination letter that shows exemption under Internal Revenue Code (IRC) Section 501(c)(3). Under California law, Revenue and Taxation Code (R&TC) Section 23701d(c)(1) provides that an organization is exempt from taxes imposed under Part 11 upon submission of the federal determination letter approving the organization's tax-exempt status pursuant to Section 501(c)(3) of the IRC. The effective date of your organization's California tax-exempt status is 10/21/2008. R&TC Section 23701d(c)(1) organization's California federal tax-exempt status further provides that the effective date of an tax-exempt status is the same date as the under IRC Section 501(c)(3). Under R&TC Section 23701d(c), any change to your organization's operation, character, or purpose that has occurred since the federal exemption was originally granted must be reported immediately to this office. Additionally, organizations are required to be organized and operating for INTERNAL REVENUE SERVICE E.L.- O. BOX 2508 CINCINNATI, OH '45201 1 DatMAY l 9 2009 STUDENT OF THE MONTH PROGRAM INC C/O SALLY A MYERS• - - 43172 BUSINESS PARK DR STE TEMECULA, CA.;92590 101 Dear Applicant: Employer.Identification _Number: 94-3448962 17053104032019 Contact Person: _. JOAN C KISER Contact Telephone Number: (877) 82975500 Accounting Period Ending: December 31 Public Charity Status: 170 (b) (1) (A) (vi) $.5-1m 990 Required: Yes Effective Date of Exemption: October 21, 2008 R Contribution Deductibility: EC E WE Yes Addendum Applies: MAY 18 .NO. BMW MANAGEMEN ID#. 31217. We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c) (3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 591(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter-. - Please see enclosed Publication 4221 -PC, Compliance Guide for 501(c). (3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) CITY OF TEMECrw-a criv. of TEME 2 AUG 3-0 20 FISCAL YEAR 201041 HNANCE BERT. COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or Type) PROJECT INFORMATION Amount Requested: $ p o or & a (Maximum allowable $5,000) Project Name:. ,4 / Cl0.rjto2,--c// %/ f� Project Start Date: �iael' / .'6 /20 Project End Date: 2>x) . 4r i 7 a // ORGANIZATION INFORMATION Name of Organization: T's •%-.i!: c2ri,y>rs-7r/-o'>'T'cf .7,40-;2c� Contact Name i� d,r ,. .,Psf'P /Position: DC7/.,o , . �/ Mailing Address: oZ rr7e-, >774.7 0 / .lJ- %eryie ,' Telephone:9,57 6 74 - Q a Z Year Organization Founded: /fin Number of Paid Staff: / /Number of Volunteers: 0 Geographic Area(s) Served: j.,enec r//, A �/l,/ �/e l4. -4/a_ t,/,9x-,W---A../ � Is this organization incorporated in Califomia as a non-profit organization? Yes No Effective Date: If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: c,2 l 9 - / P" 7 Federal identification number. a 3 - U /it, % c5 State identification number: / <5 g'/y re) If "no": Name of sponsoring organization: Federal identification number. State identification number. This application has been authorized by the organization's: Executive Committee Board of Directors Members -at -Large Application — Page 1 MISSION STATEMENT TEAM Community Pantry is a non-profit organization located in Old Town Temecula since 1987. We provide assistance to the homeless and low-income families of the Temecula Valley. We are open Monday, Wednesday and Friday for the distribution of donated food from food drives, surplus foods from local markets, donated clothing and household goods and furniture. Our goal is to help our clients with their immediate needs in all areas. We refer to community and medical services, as well as state agencies. When funds are available, we assist with temporary housing, bus passes, gas cards, etc. The Pantry welcomes all who come to our door, regardless of race, sex, marital status, disability, religion or political affiliation. Clients are asked for contact information and need requirements only. The Pantry is operated by dedicated volunteers and all expenses are kept to a minimum. The day-to-day management is provided by Margie Hammersley who had been the Director since the Pantrys inception. She is the only person who receives a salary. A Board of Directors, many long acquainted with the pantry, meet Quarterly to evaluate the needs of the Pantry. A member of the Board is on the premises, or on call, every day the Pantry is open. 10:54 AM. 07/07/10 Accrual Basis TEAM EVANGELICAL ASSISTANCE MINISTRY Balance Sheet As of June 30, 2010 ASSETS Current Assets Checking/Savings Bank of America Total Checking/Savings Total Current Assets - - 21,501.61 TOTAL ASSETS - 21,501.61 LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities 2112 - Accrued Payroll -State 80.53 2130 • Accrued payroll taxes 749.35 2132 • Accrued FIT 427.48 Total Other Current Liabilities 1,25726 Total Current liabilities 1,257.36 Total Liabilities Equity 3001 - Opening Bal Equity 3010 • Unrestrict (retained earnings) Net Income Total Equity 1,257.36 6.701.28 8,499.81 5,043.16 20,244.25 TOTAL LIABILITIES & EQUITY 21,501.61 TEAM COMMUNITY PANTRY: 2010/2010 BUDGET DONATIONS: CHURCHES CITY OF TEMECULA BUSINESSES/INDIVIDUAL. GRANTS TRUSTS DESIGNATED FUNDS EXPENSES: ADMINIS I RATION: $ 20,000.00 5,000.00 18,000.00 25,000.00 10,000.00 20,000.00 SALARY 20,500.00 PAYROLL TAXES 1,500.00 INSURANCE 4,500.00 FACILITY: INSURANCE 2,000.00 RENT @ $1100.00 MO. 13,200.00 TELEPHONE & UTILITY 6,000.00 MAINTENANCE 1,500.00 OFFICE EXPENSES 2,500.00 SPECIAL PURCHASE 20,000.00 (FREEZER/REFRIG) MINISTRY: FOOD PURCHASES 20,000.00 LODGING 2,000.00 TRANSPORTATION 3,300.00 SPECIAL NEEDS 1,000.00 $ 26,500.00 $ 45,200.00 $ 26,300.00 TOTAL ALL EXPENSES $ 98,000.00 10:06 AM 07/23/10 Accrual Basis TEAM EVANGELICAL ASSISTANCE MINISTRY Profit & Loss July 2009 through June 2010 Ordinary Income/Expense income.. _.... _ _.. 4• Contributed support 4010 • Indiv/business contribution -4210 • Corporate/business grants . -. 4230- Foundation/trust grants.. _.- 4420 • Donation from Churches Total 4 • Contributed support 5 • Earned revenues 5310 • Interest-savings/short-term Inv _ - Total 5 • Earned revenues 5800 • Special events 5820 • Special events - gift revenue 5800 • Special events - Other Total 5800 • Special events 12,299.94 28,890.00 6,820.15- -- 18210.51 66,220.60 2.12 2.12 350.00 0.00 -35000 Total Income 65,872.72 Expense 7000 • Grant & contract expense 7050 • Specific assistance - ind 291.00 Total 7000 • Grant & contract expense 291.00 7200 • Salaries & related expenses 7210.Officers & directors salaries 20,350.00 7250 • Payroll taxes 1,548.74 Total 7200 - Salaries & related expenses 21,898.74 7500.Other personnel expenses 7530 - Legal fees 75.00 7540 • Professional fees - other 21.30 7580 • Insurance -Workman's Comp 437.00 Total 7500.Other personnel expenses 533.30 7582 • Insurance -Medical 7584 • Insurance -Auto 8100 • Non -personnel expenses 8110.Office Supplies 8120 • Groceries 8130 - Telephone & telecommunication 8140 - Postage, shipping, delivery 8150 - Supplies 8160 • Equip rental & maintenance 8170 • Backpack Ministry 8100 • Non -personnel expenses - Other Total 8100• Non -personnel expenses 8200.Occupancy expenses 8210 • Rent, parking, other occupancy 8220 • Utilities 8230 - Real estate taxes Total 8200.Occupancy expenses 8300 • Travel & meetings expenses 8310 • Gasoline 8320 • Conference,convention,meeting Total 8300 • Travel & meetings expenses 8330 - Auto Repairs 1,110.00 400.00 539.07 8,989.59 3,224.30 72.00 1,53143 170.00 250.00 1.09 14,777.58 13,200.00 2,923.21 18922 16,312.43 2,400.00 95.00 2,495.00 361.00 Page 1 10:06 AM 07/23/10 Accrual Basis TEAM EVANGELICAL ASSISTANCE MINISTRY Profit & Loss July 2009 through June 2010 8500. -.Mise expenses_. 8510 • Interest expense - general -- - 8520 - Insurance ..... 8530 • Auto Repairs_.. _ 8500 - Mise expenses - Other - - Total 8500 - Miss expenses 8600 • Business expenses 6650 - Taxes - other Total 8600 - Business -expenses Total Expense Net Ordinary Income Net Income Jul '09 - Jun 10 - - 14:50 5,329.24 26.00 0.00 5,369.74 521.16 52116 64,069.95 1,802.77 1,802.77 PROJECT DESCRIPTION How will yourorganization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. a detailed budget and a schedule ofsignificant- activities -related to this.. project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Annliratinn — Pana i PROJECT DESCRIPTION This funding will be used to pay the rent on the property we are currently leasing from the City of Temecula. We expect to move into the new City owned Escobar home and barn around January 1, 2011. We anticipate some expenses when we make this move as we will need to purchase a walk-in freezer and refrigeration. Some other expenses will be new shelving and packing tables. When we make this move we will be able to serve more clients. We currently service 50 plus families a month with food boxes. These boxes contain enough complete meals to feed a family for 7 days. In the first 6 months of 2010 we have distributed 15,435 meals. We also distributed 149 Easter Boxes that fed 273 individuals a full meal and left -overs! These clients are referred by the Department of Social Services, other Government agencies, churches and other organizations who work with the poor and needy. Three days a week we distribute bakery goods, surplus food, fresh fruit and vegetables from local markets and growers. We average 50 families each day, and estimate that we distributed over 100,000 partial meals to 3,186 families in the first 6 months of this year. Some of these families are return clients, and over 90% live in Temecula. The average size of each family is 4 persons. We have 25 volunteers each day that service these clients. According to the City of Temecula website, in the Pujol neighborhood there are over 300 very -low and low-income apartment units. These are the families we help daily. PAST PROJECT BENEFITS We used the funding_ from 2009 toward rent on the City owned property on Pujol St We served, in the last year, over 1,400 families and individuals, with food boxes containing groceries sufficient to feed their family for 7 days. We distributed over $400,000.00 worth of food and non-perishable items. We receive the food we distribute from food drives but we need to purchase some items. We also need to purchase items such as ...canned meat, peanut butter, jelly, soup, crackers, pasta, rice, beans and water. We are committed to providing nutritious and balanced meals. With our new walk-in freezer and refrigerator we will be able to add fresh meat, milk, eggs, butter, etc. to our clients. We provide 50/60 families each day with surplus food and bakery goods from local markets and local growers. Anyone in need can get in line for these items. For the homeless we provided bus tickets for them to rejoin their families. We provide them with food boxes, personal items, referrals for dental and medical care. Some of the homeless choose to go into rehab for their drug and alcohol addictions. We are working with Victory Outreach in Aguanga. We can refer those desiring help to their facilities where they can stay a year, and then, hopefully, be ready to rejoin society. We are providing Food Boxes to Victory Outreach to help feed these men. They have an average of 30 men there at any one time. At Thanksgiving and Christmas and Easter we distribute food boxes to local families and last Christmas we distributed 6,000 toys to our neighborhood children.. We keep track of our clients by computer. Food boxes are limited to three times a year, however no one is turned away hungry. Our purpose is to help them through a time of need until they are able to - become self-sufficient. The food boxes are allocated based on family size and range in value from $55.00 to $135.00. We are the recipient of food drives by many local businesses, organizations, churches, schools and individuals. We receive funds from Grants, churches, businesses and individuals. SIGNATURE PAGE - .- We..hereby certify theinformation contained in this application is true to the best of our knowledge and belief. PREPARED BY: (2.bio%. /We,,,e, 7 NAME and/tITLE SIGNATURE: rt. -C PRESIDENT or AUTHORIZED OFFICER: se Print or Type) SIGNATURE: 2.4 ORGANIZATION NAME: MAILING ADDRESS.. "rL S /9 iLE (Please Pit or Type) DieZec 10 Pt TELEPHONE: 9,5—/ r DATED THIS 027 rA of i/ T- , 2010. (Date) 7(Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 8379 -EO Department of the Treasury - - - Internal Revenue Service For calendar year 2009. )RS e -file Signature Authorizattr for an Exempt Organization orfiscS yearleginning.. _ .. . and ending _ ► Do not send to the IRS. Keep for your. records_ . See instructions:._ OMB No. 1545-1878 2009 Name of exempt organization - - - - TEAM- EVANGELICAL ASSIST MINISTRIES Name and title of officer - - MARGE HAMMERSLEY,.EXECUTIVE DIRECTOR PartI: Employnnoontricanunnurnner 33-0210704 Type of Return and Return Information (Whole Dollars Only) Check the box for theteturn for which you are using this Form 8879 -EO andenterthe applicable amount, if any, from the - - - return. !f you check the box on line la, 2a, 3a, 4a, or 5a, below, and the amount on that line for the return for which you - - - - - are filing this form was blank, then leaveline lb, 2b, 3b, 4b, or sb, whichever is applicable, blank (do not enter -0-). But. if you entered -0- on the return, then enter -0- on the applicable line below. Do not complete more than 1 line in Part 1. - la Form 990 check here ►'X b Total revenue, if any (Form 990, Part VIII, column (A), line 12) lb 530,722 2a Form 990 -EZ check here ►_j b Total revenue, if any (Form 990 -EZ, line 9) 2b 3a Form 1120-POL check here '- b Total tax (Form 1120-POL, line 22) - - _ - - 3b 4a Form 990 -PF check here ►:` b Tax based on investment income (Form 990 -PF, Part VI, line 5) 4b 5a Form 8868 check here ►. b Balance Due (Fom18868, line 3c) Sb Part II Declaration and Signature Authorization of Officer Under penalties of perjury, I declare that I am an officer of the above organization and that I have examined a copy of the organization's 2009 electronic retum and accompanying schedules and statements and to the best of my knowledge and belief, they are true, correct. and complete. 1 further declare that the amount in Part I above is the amount shown on the copy of the organization's electronic return. I consent to allow my intermediate service provider. transmitter, or electronic return originator (ERO) to send the organization's return to the IRS and to receive from the IRS (a) an acknowledgement of receipt or reason for rejection of the transmission. (b) an indication of any refund offset, (c) the reason for any delay in processing the return or refund, and (d) the date of any refund. If applicable. I authorize the U.S. Treasury and its designated Financial Agent to initiate an electronic funds withdrawal (direct debit) entry to the financial institution account indicated in the tax preparation software for payment of the organization's federal taxes owed on this return, and the financial institution to debit the entry to this account. To revoke a payment, l must contact the U.S. Treasury Financial Agent at 1-888-353-4537 no later than 2 business days prior to the payment (settlement) data I also authorize the financial institutions involved in the processing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related to the payment I have selected a personal identification number (PIN) as my signature for the organizations electronic return and, if applicable, the organization's consent to electronic funds withdrawal Officer's PIN: check one box only X 1authorize EASY TAX SERVICE 44010 as my signature to Miler MOAN Eon name = s- emery m bes.w domiraderall ram on the organization's tax year 2009 electronically filed retum. Itthave tndjcatadwithin this return that a copy of the return is being filed with a state agency(ies) regulating chadties_ps p of the IIS Ferf ztate program. I also authorize the afarementicned ERO to enter my PIN on the return disclosurecpnseff`$creen If As an officer of the organization, I will enter my PIN as my signgture on the organization's tax year 2009 electronically filed return. If I have indicated within this return that ,,copy ofthe return is being fited witn a state agency(ies) regulating charities as part of the IRS Fed/State program. I will erifemniyPIN on the retum's disclosure consent screen. Omcers signmurr- ► Date ► 04-28—.2010 `Part 111 Certification and Ark thetiff ation ERD's EFINIPIN. Enter your six -digit EEfN followed by yourfive-dlgit self-selected PIN. 335923 59651 natcntaoB xcma I certify that the above numeric entry is my PIN, which is my signature on the 2009 electronically filed return for the organization indicated abovei`t-conhrm (hata, am ubmitting this return in accordance with the requirements of Pub. 4163, Modernized a -File (MeF) Information for Authorizer IRS e -file Providers for Business Returns EROz.undw,a la! MICHAEL B MACDONALD - - nate ► 04-28-2010 ERO Must Retain This Form - See Instructions Do Not Submit This Form To the IRS Unless Requested To DO So For Paperwork Reduction Act Notice, see instructions. LLA Form 8879 -El (2009) Form 99A - - Returf ,f Organization.Exempt From: Inc�-me_ Tax s _ _ Under section 501(c),527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) Department of tire Treasury Internal Revenue service - - 04The organization mayhave to use a copy of this retum to satisfy state reportingrequirements. A For the 2009 calendar year, or tax year beginning- , 2009, and ending OMB No. 1545-004 2009- . A)7ertto Pubtio-�7= 2 -inspection, 20 8 Check if applicable: Address change Name change Initial return Terminated Amended retern .._. Application pending Please ineai5- tffiel or Pinta tYPe See SpenTre hsb tiwca C Name of organization TEAM EVANGELICAL ASSIST -MINISTRIES..._. Doing Business As OF RANCHO TEMECULA MURRIETA VA..... D_.E plokeridmMlradonno. .:. ..-. 33-0210704 Number andsh et(orP.O.box-k mak is not delivered to sheet address) 28870PUJOL ST - - - Room(srite E_ Telephone number, (951) 676 8022. Cty or lam, state or country. and 2IP+4 .Temecula, CA 92590. G - Gross receipts s - 530,722 F Name and address of principal officer: MARGE HA484ERSLEY 3185 DANIEL DR, HEMET, CA 92545 J K Tax-exempt status: X 501(c)( 3 ) 1 (insert noj Website: ► Niel .i4947(a)(i) or 527 Form of organa ahon: X Corporation . - - Trust . - Association folher ►- L Year of fomtaknn H(a) Is this a aifikates?row retain for —,Yes }{N... 804 Are all afftiates induded>.. .Yes No If -No." attach a list. (see instr ons) H(c) Group exemption number 1987 M state Of I09310omirba_ CA Part:tI Summary A e G t a i y v e 1 r7 t n e s c & e6 1 Briefly describe the organizations mission or most significant activities: PROVIDE ASSISTANCE TO NEEDY IN THE AREAS OF - FOOD, CLOTHING, TEMPORARY SHELTER,. ETC 2 Check this box IF: if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 Number of voting members of the governing body (Part VI, line 1 a) 4 Number of independent voting members of the governing body (Part VI, line 1 b) 5 Total number of employees (Part V, line 2a) Total number of volunteers (estimate if necessary) 7a Total gross unrelated business revenue from Part VIII. column (G). line 12 b Net unrelated business taxable income from Form 990-T, line 34 3 4 7 5 1 6 12 7a 0 74 _ 0 e v e n e 8 Contributions and grants (Part VIII, line 1h) 9 Program service revenue (Part VIII, line 2g) -< 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) - - - - • • • •..t..- •:. • • • • 11 Other revenue (Part VIII, column (A), lines5, 6d. 6c. 9c. 10c. and 11e) _- 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A) Dine 14} _• - - relorYenr 422 Cannel Year 272, • 530, 716 0 4 6 _ 0 272 , 426 530, 722 E e n e ' 13 Grants and similar amounts paid (Part IX, column (A). lines 1-3)- - -- = -_• _-•- • • 14 Benefits paid to or for members (Part IX, colurnn (A), line 4) - - -"' 15 Salaries. other compensation- employee benefits (Part IX, colurnn (A), lines 5-10) 16a Professional fundraising fees (Part IX, column (A). arse-T1e) ry --_- 6 Total fundraising expenses (Part IX, column (D) line 25) ► - 3,181`, 202 , 925 465, 595 0 26 , 635 21, 315 0 17 Other expenses (Pad IX. column (A), hoes rias 11x-f91f-24f).: 16 Total expenses. Add lines 13-17 (must equal Part i)( cpiumrr{A), line 25) 19 Revenue less expenses. Subtract line. a. from line 12'''74*( ' 32,076 43,165 261, 636 531, 076 10, 790 (354 Net Anti' or F Fund 20 Total assets (Part X. line 16) - - - - - ..� 21 Total liabilities (Part X- line 26) 22 Nel assets or fund balances Subtract line Z1 from line 20 UeglutngorOxrrau Yen End el Year 16,907 16, 460 - 1,330 1, 230ea 15,577 15,222 ) Partat 1 Sianature Block Sign {fere tinder petallres of perjury -1 dedarei6ai 1 Have examined this retrun- including accompanying schedules and statements. on to me WSr m Ivry trwvaanga met lion(. it if, Ire. correct. anC-cVmpletert}oenrneon or dreamer (ocher than officer) is based on all inlormohon of which prepare( has Orly xnoWleage. Dale Paid Prcparcr's Use Only 1110' -tonal M off FMARGE HAMMERSLEY, EXECUTIVE DIRECTOR llypa or print name and Oa Prepares.- - annotate MICHAEL B MACDONALD 04-28-2010 Date COadr it sear employed ► Preparers tdmnl(ylin9 ,turner (see inslrudksr4 EASY TAX SERVICE Firms name (Or yours if self --employed). So. 39844 MOUNT BLANC AVE address, and ZIP +4 Murrieta, CA 92562 El I phone no ►951-970-0935 May the IRS discuss this return with the preparer shown above? (see instructions) For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions FEK yes X No Form 990 (2009r Form-b90 (2009)- - - TEAM .EVANGE ,)lir. ASSIST MINISTRIES..__ '� 33-021 0764 Page 3- PartiV 1 Checklist of Required Schedules - .1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)" If 'Yes;' complete Schedule A - • - - - . _- •. • -. - - .. _ .... - - ' - - - • - . - • . r:-• - - -. •. •.:. 1.... X 2 - Is the organization required to complete Schedule-B,-Schedule.of Contributors?_. - - • • •• • • - • - - --- --- ' • • 2 X 3 Did the organization engage in direct or indirect political campaign activities onbehalf of or in opposition to _.3. ---candidates for public office? 1f "Yes;"complete-Schedule C,.Partl _ -_rr -• - -- • --- ---. --_.. --. __ .. 4' Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If "Yes, complete _ Schedule C. Part II - - 5 Section 501(c)(4), 501(c)(5), and 501(c)(6) organ-nations- Is the organization subject to the section 6033(e) - -- - - - -. 5_. notice and reporting requirement and proxy tax? If'Yes," Complete Schedule C. Part 111 - - - _- - • .------ ••_- 6 Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,' s complete Schedule D, Part1 - 7 - Did the organization receive or hold a conservation easement,-including easements to preserve open space, _ the environment. historic land areas, or historic structures? If "Yes," complete Schedule D. Part II - - • - • - - 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If 'Yes," 8 complete Schedule D. Part 111 - 9 Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X: or provide credit counseling, debt management, credit repair, or debt negotiation services? If 'Yes;' 9 complete Schedule D. Part IV 10 Did the organization, directly or through a related organization, hold assets in term, permanent, or quasi-endowments? If "Yes." complete Schedule D, Part V 10 11 Is the organizations answer to any of the following questions "Yes'"? If so, complete Schedule D; Parts VI, - - - VII, VIII. IX, or X as applicable 11 s Did the organization report an amount for land, buildings. and equipment in Part X, line 10? If "Yes,' complete Schedule D, Part VI. • Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes," complete Schedule D, Part VII. • Did the organization report an amount for investments - program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If 'Yes," complete Schedule D, Part VIII • Did the organization report an amount for other assets in Part X, line 15 that is 59' oc more'gf its-total assets reported in Part X. line 16? If "Yes," complete Schedule D, Part IX. s Did the organization report an amount for other liabilities in Part X, line 25? 1 Yes oflmplete`$chedule 0, Part X. Did the organizations separate or consolidated financial statements for the kyear tflclude afoornate that addresses the organization's liability for uncertain tax positions under FIN 46".1.1fatcoibtlplESchedule D. Part X. 12 Did the organization obtain separate. independent audited fmancia)statements forlhe tax year? If'Yes " complete 12 Schedule D. Parts XL XII. and XIII 12A Was the organization included in consolidated, independent audited ffnanc al statements for the tax year? If "Yes;' completing Schedule D. Parts XI, XII, and XIII rs optional 12A 13 Is the organization a school described in section 170(b)($,j(A)(I)? fF'Yes," complete Schedule E 14a DId the organization maintain an office. employees. or agents¢ouiside of the United States? 14a b Did the organization have aggregate revenup#,,expenSes of more than $10,000 from grantmaking. fundraising, business, and program service activities; Dutsidelhe- Vrdled States? Ir "Yes," complete Schedule F, Part I 14b 15 Did the organization report on Pad IX, cniunir4 ),. I143. more than 65.000 of grants or assistance to any organization or entity located outside lfie.United S'fates? If "Yes," complete Schedule F, Part II 15 16 Did the organization report on Pari 1X4 coturXtn (A), line 3, more than $5,000 of aggregate grants_ or assistance to Individuals located-tJutside(he UndedStates? It "Yes," complete Schedule F. Part 111 17 Did the organization report:a total of ni ?e than $15.000 of expenses for professional fundraising services on Part IX. column (A) I.nea Band f e? If "Yes," complete Schedule G, Part 1 18 Did the orgenizalion reportmotelhan 515.000 total of fundraising event gross Income and contributions on Part VIII.lines is and At? If 1Yes," complete Schedule G, Part 11 - - 1 19 Did the organization report more than $16000 of gross income from gaming activities an Part VIII, lino 90? Yes No Yes No 1 13 16 17 X II "Yes," complete Schedule 6, Part 111 20 Did the organization operate one or more hospitals? If 'Yes," complete Schedule H FLA 19 20 Form 000 (20001 -,. — Sthedule.B(Form 990,990.51 or 990 -PF) (2009).-... _. Name of organization TEAM- EVANGELICALS ASSIST- MINISTRIES -- Page 1 of 1 of Part Employer identification number 33-0210704 Part t Contributors (see instmdions) (a) No. (b) Name address and ZIP + 4 (c) A••r-•ate contributions (.d) T • e of contribution 1- CITY OF TEMECIILA - - _ - $ - 5,000. - Person _ . X Payroll Noncash — - -(Complete Part 11 if there is a noncash contribution.) 43200 BUSINESS PARD DRIVE.. - _. - Temecula, CA 92589 - (a) No. (b) Name address and ZIP +4 (c) A• • r r • ate contributions (d) T .e of contribution 2 GRACE PRESBYTERIAN CHURCH $ 6,563Noncash - Person. N. Payroll . (Complete Part II if there is a noncash contribution_) 31143. NICHOLAS ROAD Temecula, CA 92591 (a) No. (b) Name address and ZIP + 4 (c) A• . re • ate contributions (d) T le of contribution 3 PECHANGA RESORT AND CASION $ 8,750 Person Payroll _ Noncash (Complete Pert II if there is -a noncash contributOn.) PECHANGA PARKWAY Temecula, CA 92592 s (a) No_ (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Tyne of contribution Person Payroll Noncash (Complete Part IIifthere is a noncash contribution.) $ (a) _No_ (b= Name, address and ZIP +4 (c) Aggregate contributions $ (d) Type of contribution Person Payroll _ Noncash (Complete Part H a there is a noncash contribution.) -- - -' - - (a) No. = (b) Name, address, and ZIP + 4 (c) Aggregate contributions (d) Type of contribution_ $ Person Payroll _.. Noncash (Complete Pan 11 tt mere is a noncash contribution.) rrA Sdwbt a (r mn sOn.000-rt m Schedule] (Form mot 2000 TEAM EVANGELICAL ASSIST MINISTRIES. ,Part 110 Grants, and Other Assistance to Individuals In the United States. comple:eifl a organization answered "Yes laFcan 990.Part PJ,hre22 Use Pert IV and Schedule 1.1 (Form 990) it additional space is needed. 33-027D704 %92 (is) Type of grain or assIsthnce ' (b) Number of recIpielts (c) Amount of cash grant (d) Amount of 1ian•rash as is ron (e) rdcrod of valuaon Noot to r]esmpl; of of meastf ass a lncce fl 1.1'a appraisal, ahai) FOOD CLOTHING SHELTER 1,837 966,595. FAIR MARKET VAL FOOD CLOTHING TRANSPDRTAT mf part,' Vic Supplemental Information, Complete this part to provide lh e. information required in Part 1, line 2, and any other add0Ional ormatlon. Schedule I (Form aa0) 20119 Schedcle A(Form990 or99e-EZ)2009- .-. TEAM: .'tANGELICAL ASSIST MINISTRIES. Peril 33-0210704 - - Page 2 Support Schedule for Organizations Described in Sections 170(b)01(A)(iv) and 170(b)(1)(A)(vi) - (Complete only if you checked the box on line 5, 7, or 8 of Part I.) 3alendar year (or fiscal year beginning in) ► 1 - Gifts. grants, contributions, and - -- membership fees received. (Do not -: include any ''unusual grants:') - - - - - 2 . Tax revenues levied for the organization's benefit and either paid to or expended on its behalf 3 The value of services or facilities- --- furnishedby a governmental unit to the organization without charge 4 Total Add-linesl through 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) 6 Public support. Subtract line 5 from In o.,>; (a) 2005 (a) 2005 .., (b) 2006 (c) 2007 (d) 2008 (e) 2009 - - - (f) Total - - --- 238,936 - 238, 986 - -- -- 248,582 -- - 272,422 - - --- 530,716 - ------- 1,529,642 - - - - - 28 --- -- -- - - ---- - - --- - - - 238,936 -- 238,986 -249,582 272,422 ...530,716 1,529,642. "� 3 -t ,:. r : ��. - - ,.. a-- - r " ':;= -' - _ +w - s , 5);k 1,529,692 Section B. Tot Calendar year (or fi 7 Amounts fro 8 Gross incom payments rec rents. royaltie sources • • 9 Net income fr activities. wh( regularly carr 10 Other income loss from the (Explain in P 11 Total suppo ;cal year beginning in) ► I line4 e from interest, dividends, eived on securities loans, s and income from similar am unrelated business ether or not the business is ed on . Do not include gain or sale of capital assets art IV.) rt_ Add lines 7 through 10 (a) 2005 (b) 2006 (c) 2007 (d) 2008 (e) 2009 (f) Total 238,936 238,986 298,582 272,422 530,716 1,529,642 - 11 - - 11 - E - - - - 28 --- - , -- 1,529,670 12 Gross receipts from related activities, etc. (see instructions) 13 First five years. If the Form 990 is for the organization's first, second, third, food)), or nip tax year as a section 501(c)(3) organization, check this box and stop here �' y 12 Section C. Computation of Public Support Percentage ;a. 5 Public support percentage from 2008 Schedule A Park, -f€` line 14 14 Public support percentage for 2009 (line 6, column (0 dlymedby Ime -1- column (f)) 14 115 16a 33 1/3% support test - 2009. If the organization did not e$eck the born line 13, and line 14 is 33 1/3% or more, check this box and stop here. The organization qualifies as a publicly supported orifinization b 33 113% support test - 2008. If the organizatiart iC not check a°boa on line 13 or 16a, and line 15 is 33 1/3% or more. check this box and stop here. The organization qualifies 44,,Rubliely supported organization 17a 10% -teas -and -circumstances test - 2009.9t;he organization did not check a box on tine 13,16a, or 16b, and line 14 is 10% or more, and if the organization meets the"facts-artr(-,pircarnstances" test, check this box and stop hero. Explain in Part IV how the organization meets the "tads -and -circumstances' test. The organization qualifies as a publicly supported organization b 10%4acts-and-circumstances tes-Cz2008. Ale organization did not check a box on line 13, 16a, 16b, or 17a, and incI15 !s10% or more. and if the organization meets OlePk ts-andcircumstances" test, check this box and stop hero. Expiain in Part IV how the organization meets the "faefrand-circuit35iances" test. The organization qualifies as a publicly suppottetl organization 100.00 76 18 Private foundation. If tfii3-orgafiization did not check a box On line 13, 16a, 16b,17a, or 77b, check this box and sec Instructions .y. is X $HaluWALEcsm e90 a S ..7)2009 =orm 990 (2009) - - -- - -- TEAM EVANQe )AL ASSIST MINISTRIES _ 1St N Checklist of Required Schedules (continued) 21 Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United. States on Part IX. column (A), line 1? If "Yes," complete Schedule 1, Parts 1 and 11 - • • • • - -.- • - -- • - -22 Did the organization report more than $5,000 of grantsand other assistance to IndNIdualS in the - -United States on Part IX, column (A), line 2? If "Yes,' complete. Schedule!, Parts 1 and. 111 -. • - - • - - - • - - - • .. - '.. -23 - Did the organization answer "Yes' -to Part VII, Section A fine 3.4, or 5 about compensation of the organization's current and former officers, directors; trustees, key employee,,, and highest compensated employees? If "Yes," complete Schedule J - 24a Did the organization have atax-exempt bond issue with an outstanding principal amount of more than - - - _ $100.000 as of the last day of the year, that was issued after December 31, 2002? If "Yes," answer lines 24b through 24d and complete Schedule K. If "No go to line 25 b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? - c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax-exempt. bonds? - -_ •. - • - • • - ' ' - - • " " " ' - - - - - - - - ` - - - - d Did the organization act as an "on behalf of issuer for bonds outstanding at any time during the year? 25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes." complete Schedule L Part I b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year. and that the transaction has not been reported on any of the organization's prior Forms 990 or 990 -EZ? If "Yes:' complete Schedule L, Part I 26 Was a loan to or by a current or former officer, director, trustee, key employee; highly compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L. Part II 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If "Yes." complete Schedule L, Part 111 2E Was the organization a party to a business transaction with one of the following parties (see Schedule L. Part IV instructions for applicable filing thresholda conditions. and exceptions): a A current or former officer. director, trustee, or key employee? If "Yes," complete Schedule L. Part IV b A family member of a current or former officer, director. trustee, or key employee? If "Yes." complete Schedule L, Part IV _ c An entity of which a current or former officer, director, trustee, or key employee of theorgaglzatien (or a family member) was an officer. director. trustee, or direct or indirect owner? If Yes,_ cdmpig1e Schedule L, Part IV 29 Did the organization receive more than 525,000 in non-cash contribudonsrlf ,tYes," complete%chedule M 30 Did the orgamzabon receive contributions of art, historical treasures, r=ather slmlar-assets, or qualified conservation contributions? If "Yes," complete Schedule M - • 31 Did the organization liquidate. terminate. or dissolve andtease opotations°-if'Yes." complete Schedule N, Parti - 32 Did the organization sell, exchange, dispose of, or tra`fiafer more then 25% of its net assets? If "Yes," complete 22 X 23 Schedule N, Part 23 Did the organization own 100% of an entity41srp.gamed as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yapmplete Schedule R, Part t - 34 Was the organization related to any tax-exempt o�taxatle entity? If "Yes," complete Schedule R, Parts II, 24a 24b 240 III. IV. and V. line 1 35 Is any rolaied organization a controlleckentlty within the meaning of Section 512(b)(13)? If "Yes," complete Schedule R Part V. line 2 36 Section 501{c)(3) organizatioris.„pit the organization make any transfers.to an exempt non -charitable related organization? If "Yee," cofnpleteSchedule R. Part V, line 2 37 Did the organization egrduetanore'fhan 5% of its activities through an entity that is not a related organization and that is treated as a pagnership for federal income tax purposes? If'Yes." complete Schedule R, Part Vi • -• -• 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI. lines 11 and 19? Note All -Form 990 fliers are required to complete Schedule 0 EEA 24d 25a 25b 26 27 28a 2811 28c X X 29 30 31 32 33 34 35 36 37 X Fnrnl 990 (20131.0 38 Forrn 990 (2009) TEAM EVANGI' _ 7AL ASSIST MINISTRIES ... _ _.. a _- Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees and Independent Contractors Section A Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this table for all persons required to be listed: Report compensationfor the calendaryear ending with or within the - - - organization'stax year. Use Schedule J-2 if additional space is needed. • List all of the organization's current officers, directors, trustees (whether individuals or organizations, regardless of amount - - — - of compensation. Enter- incolumns(D); (E); and (F) if no compensation was paid: - - - - - -. • List all of the organization's current key employees. See instructions -for definition of "key employee." - - - • List the organization's five current highest compensated employees (other than an officer, director, trustee, or key employee) who received reportable compensation (Box 5 of Form W-2 andfar Box 7 of Form 1099-MISC) of more than $100,000 from the - organization and any related .organizations. _._ -- ---: • List all of the organization's former officers, key employees, and highest compensated employees who received more than 5100.000 of reportable compensation from the organization and any related organizations. - • List all of the organization's former directors or trustees that received, in the capacity as a -former director or trustee of - - - the organization. more than $10,000 of reportable compensation from the organization and any related organizations_ List persons in the following order: individual: trustees or directors; institutional trustees; officers: key employees' highest-- -- - compensated employees; and former such persons. Check this box if the organization did not compensate any current officer, director, or trustee. "SW- (A) ail Vll -. 33-0210704 ...Pagel. (a) Name and Title (8) Average lours per week (C) Posihon (check all that appy) I t d n r i dur i s e ✓ c i et deo O r ao I r I t 0 n r f s u f i 1 i t o t e e u e r i 0 MARGE HAMMERSLEY ADMINISTRATOR TJ MERCER VICE CHAIRMAN DOUG BLOIS BOARD MEMBER JENNY LOVELL SECRETARY CAROL MURPHY TREASURER RANDY TAYLOR CHAIRMAN IGEN NORSTROM BOARD MEMBER 40.00 'rums 11111111.1111 111 min Slam .11 Alta (D) Reportable compensation from the organization (W-2:1099-MISC) 25,604 (E) Reportable compensation from rotated Organizations (W-2/1099-MISC) 0 (F) hsumated amount of other compensation hum 0he nrgeruratnn and mimed drynmm�lous EEA Farm 990 (20(n) TEAM.EVANC „CAL- ASSIST_ MINISTRIES,_ 33-0210704 Page 10 Feral 990 (2009) --- -- - - - Part IX ' Statement of Functional Expenses -'- -- -- - _ Section 501(c)(3) and 501(c)(4) organizations -must complete all-cotumns. -"-. All other organizations must complete column but are not required to comptete columns (B), (C), and (D). (A) Do not include amounts reported on lines 6b, -. 7b, 8b, 9b, and 10b of Part VIII. -- - -: -_ ' - (A) - Total expenses --__ -__ __- - - - 03) Program service _..... expenses _ . (C) - Management and - general expenses (9) Fundraising expenses 1 - ' Grants and other assistance to governments and - organizations in the -U.S. SeePart IV, line 21 - iii - • - -- - - - - , 2 Grants and other assistance to individuals in the U.S. See Part IV. line 22 466, 595 466,595 _ a 3-- Grants and other assistance to governments,_ . - - organizations, and individuals outside the U.S. See Part IV, lines 15 and 16 "- - `n _-. 4 Benefits paid to or for members - - - -- • •---•-• - • 5 Compensation of current officers, directors, --- trustees. and key employees 6 Compensation not included above, to disqualified - persons (as defined under section 49580)(1)) and - persons described in section 4958(c)(3)(8) 7 Other salaries and wages 8 Pension plan contributions (include section 401(k) and section 403(b) employer contributions) 9 Other employee benefits 10 Payroll taxes 11 Fees for services (non -employees): a Management b Legal c Accounting d Lobbying e Professional fundraising services. See Part IV, line 17 - f Investment management fees g Other 12 Advertising and promotion 13 Office expenses 14 Information technology 15 Royalties 16 Occupancy 17 Travel - 18 Payments of travel or entertainment expenses for any federal. state, or local public officials - 19 Conferences. conventions and meetings z0 Interest - - - - -- - - "- '--- -. - 19,800 19, 800 1,515 1,515 - - 75 75 61 61 3,181 - 3,181 - _ 5, 8Z -, 5,825 bg6i ... 15,481 _ 3,3157":`_ 3,357 1 r -- t'> 15 15 21 Payments to affiliates A-•-- 22 Depreciation, depletion, and amortization 23 Insurance j+: - 24 Other expenses. Itemize expenses r)e�'� covered above. (Expenses grouped together and labeled miscellaneous magnntexceed;.._ 5% of total expenses shown oii Ilne251relow.) a FOOD eORCHAS$S ; - 6,279 6,279 _ _ - 8,637 8,637 b TIVZS - -- 255 255 d e f AU other expenses - 25 Total functional expenses. Add lines 1 through 24f - - - - - 531,076 466, 595 61,300 3,181 26. Joint Costs. Check here ) -: if following SOP 98-2. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation — --- CEA _.Fofm 990e-(2009) TEAM EVAN. CAL ASSIST MINISTRIES 33-0210704-- - - ..Page 11. f{42rt.X) - Balance Sheet (A) Beginning of year (8) ,End of year -- _ _ s s a s 1 2. 3 4 5 - 6 - 7 8 9 10a b 11 12 13 14 15 16 Cash - non-interest-beanng:. .: - - - - ... • ... r - Savingsand temporary cash investments Pledges and grants receivable. net - _ • - - - - - • Accounts receivable, net - Receivables from current and former officers, directors- employees, and highest compensated employees. Complete Schedule L - - Receivables from other disqualified persons (as defined 4958(0(10 and persons described in section 4958(c)(3)(B). Part II of Schedule L Notes and loans receivable, net Inventories for sale Or use Prepaid expenses and deferred charges Land buildings, and equipment cost or ._ . - - - • trustees, Part under Complete- 10a -..- . -. • • - - • • - - - - ' ' key. 11 of section ., _ - 16,907 2 :16,460:, " ' ' ' _ 3 4 5 : r 6 7 8 9 10c -. - - other basis- Complete Part VI of Schedule 0 Less: accumulated depreciation Investments - publicly traded securities Investments - other securities. See Part IV, line 11 Investments - program -related. See Part IV, line 11 Intangible assets Other assets. See Part IV, line 11 - - Total assets. Add lines 1 through 15 (must equal line 34) 10b 11 12 13 14 15 16, 907 16 16, 460 L 120 a21 b i 1 i t r e s 17 18 19 21 22 23 24 I 25 26 Accounts payable and accrued expenses Grants payable .. Deferred revenue Tax-exempt bond liabilities Escrow or custodial account liability. Complete Part IV of Schedule D Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons. Complete Part II of Scheiiule L;,, Secured mortgages and notes payable to unrelated third parties _ - _ _ Unsecured notes and loans payable to unrelated third parties -fir Other liabilities. Complete Part X of Schedule 025 Total liabilities. Add lines 17 through 25 - - • - - - - • -•-- r r- - = - - - 1, 330 17 1, 238 18 19 20 - _- 22 23 24 1,330 26 1,238 N E 6 a t a d A 4 By17, e t t a ad31 c a e s 27 28 29 30 31 32 33 34 Organizations that follow SFAS 117, check Si complete lines 27 through 29, and lines 33 Ott 34- _ Unrestricted net assets - 4 Temporarily restricted net assets • - - - - • • • - - • • ' Permanently restricted net assets Organizations that do not fvpow $FAS'( check here i -X and complete linos 30 through gT Capital stock or trust principa(pr current tura- Paidan or capital surplus, or land building, or equipment fund Retained earnings_ endowM'ent ac Omulated income, or other funds Total net assets or fund balances Total liabilities aria fie-teasels/hind balances - • - • - - - . 27 26 26 - 30 15, 577 32 15 , 222 15,577 33 15,212 16, 907 34 16,460 -- - Fnrm aev (NOG} EFA P . r P.O. Box 2830szinthwupukte. ar u �n Sacremxato,CA95812 `�T� PhonB: (916)445-2020 tTATEMENT BY DOMESTIC NONPROFIT CORPORATION tate ni Ql4ifnrnin THIS STATEMENT MUST BE FILED WITH CALIFORNIA SECRETARY OF STATE (SECTIONS 6210. 8210. 9660 CORPORATIO((N��S. CODE) 1391980 DUE DATE: 2-19-87 TEAM EVANGELICAL ASSISTANCE MINISTRIES OF RANCHO-TEMECULA-MURRIETA VALLEYS DQ. _NOT ALTER PREPRINTED NAME IF IEI13 INANE. PLEASE ENTER CORPORATE NAME PLEASE READ INSTRUCTIONS ON BACK OF FORM. PL -ASE TYPE OR USE BLACK INK WHICH WOULD BE SUITABLE FOR MICROFILMING. FEE FOR FILING THIS STATEMENT - S2.50. DO. NOT WRITE RI TNIS�SPACE_ THE CORPORATION NAMED HEREIN; ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA. MAKES THE FOLLOWING STATEMENT: x. STREET ADDRESS OP PRINCIPAL OPTICS OF NONE,. COMPLETE 3-38) 41945 Fifth St. 00 NOT USE P.O. BOX N0.1 BWTE 0R ROOM - 21.. Temecula, CA CRY AND STATE 2B. 92390 21P CODE 3. MAIDRD- ADDRESS -iDPTANAL3 41945 Fifth St. - - SUITE OR ROOM - 3A. Temecula, CA CRY AND STATE 34 92390 ZIP CODE NAMES OF THE FOLLOWING OFFICERS fine t. John H. Stanley CHIEF EXECUTIVE OFFICER 27895-L Diaz Rd. BUSINESS OR RESIDENCE ADDRESS m0 NOT USE PA. 50X) 4e Temecula, CA CITY AND STATE 4c 9239C ZIP CODE L T.J. Mercer SECRETARY 5A. 28030 Del Rio Rd. 8USINE$S OR RESIDENCE ADDRESS (DO NOT USE P.O. ODA 5B. - Temecula, CA CITY AND STATE SC. 9239C ZIP CODE L8A Roger Brewer CNTEF FINANCIAL OFFICER 29141 Vallejo Ave_ BUSINESS OR RESIDENCE ADDRESS IDD NOT USE P.O. BOX) 6B Temecula, CA CRT AND STATE 6C. 9239C VP CODE AGENT FOR SERVICE OF PROCESS: John H. Stanley • SORNIA BUSINESS OR RESIDENCE ADDRESS IF AN INDIVIDUAL. (00 NOT USE P.O. BOX) ONLY ONE AGENT CAN BE NAMED. DO NOT INCLUDE ADDRESS IP AGENT A CORPORATION. 27895-L Diaz Rd. Temecula, CA 92390 - I DECLARE THAT I HAVE EXAMINED TRIS STATEMENT AND TO THE BEST OF NT KNOWLEDGE AND DEIJER. IT IS TRUE. CORRECTnANy COMPLKIS. CITY OF TEMECULA SEP -14 2010FI`', FISCAL YEAR 2010-11(VA(�G ikpm COMMUNITY SERVICE FUNDING PROGRAM APPLICATION 2010-11 Program. Submission Deadline Wednesday, September 15, 2010 (original, plus one) PROJECT INFORMATION Amount Requested: $5,000 Project Name: SAFETY TOWN Project Start Date: Mid-to-late July, 2011 (Maximum allowable $5,000) Project End Date: Late July to early August ORGANIZATION INFORMATION Name of Organization. Temecula Sunrise Rotary C(b Foundation Contact Name: Marti Treckman Title: Club Secretary Mailing Address: P.O. Box 2203, Temecula, CA 92593 Telephone: 951-698-6116 Year Organization Founded: Club 1987; Foundation 1991 Number of Paid Staff: None Number of Volunteers: More than 40 in 2010, including Rotary members, JROTC, Interact, and other volunteers) Geographic Areas Served: Temecula, Murrieta, and surrounding areas Is this organization incorporated in California as a non-profit organization? Yes Date of incorporation as a non-profit: September 16, 1991 Fed ID: 33-0484340, CA ID: C1694701 This application has been authorized by the organization's Board of Directors. FINANCIAL STATEMENTS ATTACHED ARE COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT) MISSION STATEMENT The mission of Rotary International is to provide service to others, promote integrity, and advance world understanding, goodwill, and peace through its fellowship of business, professional, and community leaders. Temecula Sunrise Rotary follows all these edicts, and its special interest is providing opportunities and encouragement to the youth in our community. The club foundation is a non-profit which is free from discrimination and makes its services available to all. We believe that we provide a strong benefit to: the City of Temecula in bringing visitors to Temecula to participate in its projects, and especially giving recognition and help to the children of Temecula. In addition to the Safety Town proiect for which this application is made, Temecula Sunrise Rotary, primarily through its foundation, gives the following opportunities to Temecula youth: Literacy Program - We team up each year with third grade teachers at Temecula Elementary School, a Title 1 school, to create an incentive program for third graders to get excited about reading and to improve their reading comprehension skills. We created a contest wherechildren compete to accumulate the most points on their reading comprehension quizzes. Top point earners are recognized at an end -of -the -year party, and each child receives a beautiful trophy and certificates from our Rotary club and the school. Scholarships - Over the years, our club has given between $5,000 and $15,000 every year to graduating seniors in Temecula. During the club's relatively short existence, over $200,000 in scholarships has been presented to worthy students. Interact - This high school service club sponsored by local Rotary clubs is a very important way to develop youth leaders in the community. Our club sponsors and supports the Interact club at Chaparral High School. RYLA - Rotary Youth Leadership camp in our District 5330 is the biggest in the world! Our club has been sending five students each year to participate in this wonderful opportunity to develop leadership skills. The young people always come to visit our club and report on their experiences. The program makes leaders of our young people, and they return to tell us the great difference it has made in their lives. Four Way Test Speech Contest - Each speech is crafted by the high school student on various subjects, but the speech must include the Rotary Four Way Test. Every week the Temecula Sunrise Rotary club members recite the Four Way Test, of the things we think, say or do: 1 - Is it the truth? 2"a - Is it fair to all concerned? 3`a - Will it build goodwill and better friendships? 4th - Will it be beneficial to all concerned? Rotarian believe these are goals that all good citizens should strive to attain. The winners of the club contest go on to compete in the Rotary District 5330, then speak at the District Conference. Music Competition - In 2011, Rotary District 5330 will hold its 12th year of high school music competitions. Our club has sent a number of outstanding musicians to the finals, and several have been the grand prize winners of $1,000. Competitors are local serious high school musicians who must play or sing classical music, or as an option for vocalists, Broadway music. Temecula Sunrise Rotary rewards its winners with $400, $250, and $100 prizes. Teacher of the Month - Each month the club invites a teacher and his or her principal to share breakfast with us, and we recognize the teacher with a plaque, a gift, and our thanks for all they do for our children. Rotary Park - In 1992, the Temecula Sunrise Rotary Club began plans for a Rotary Park to be built in a particularly needy area of Temecula, on Pujol Street. It was a huge project which was not completed for several years. After a period of time, the Rotary Club of Temecula joined with our club, and the City of Temecula also came on board to accomplish the building of the park. When it was completed, then -District Governor Fred Ford made his visitation, and as our gift to him, we planted a tree at the park in his honor. This park is near the Boys and Girls Club and serves many poor children in Temecula. 10K Run through the Vineyards - This is our main fund-raiser, held each May for 23 years, and now run at Maurice Car'rie Vineyards. Runners come from all over southern California to compete. PROJECT DESCRIPTION Temecula Sunrise Rotary plans to use the funding awarded to enhance its annual Safety: Town project, which was begun by the club in Temecula in 2003, but was originally founded in 1937 in Mansfield, Ohio by a traffic commissioner and a kindergarten 'teacher. It was designed to teach various areas of traffic safety to pre- kindergarten children in a free community program, and the program has been carried to communities all over the country. Designed for 5-8-year-olds, the program teaches life-saving Lessons on stranger danger, 9-1-1, fire, water, gun, poison, drug and bicycle safety, and much more. Our club members built a child-sized town which includes working traffic lights, miniature street signs, railroad crossing signs, crosswalks, and colorful little houses. Students not only walk around the Safety Town, they also use miniature pedal cars (with seat belts, of course) to learn pedestrian crossing and other safety lessons. The 8th annual Temecula Sunrise Safety Town was held from July 19-30, 2010 at Helen Hunt Jackson Elementary School in Temecula. It was supported by the Temecula Unified School District, and had one major sponsor this year, State Farm Insurance Company. Two-hour classes were held for one week, ending with a graduation ceremony and cake and lemonade. Highly-qualified and credentialed teachers are paid to be in charge of carrying out the curriculum at Safety Town, and experts in many fields visit and volunteer their time to share their knowledge with the children. Included this year were the Temecula Fire Department and its beautiful trailer, Temecula paramedics, Officer John Thomas, Crime Prevention and Plans Officer for the City of Temecula, as well as experts in swimming and water safety, self-protection, dog safety, and others. The lead teacher is also a music teacher, who taught the children safety songs, which they performed at the graduation. Many handouts were provided to the children and to the parents for their education and follow-up. Some of these were free, while others had to be duplicated. Parents were admonished at the graduation to listen to their children when they say, "Mom, you shouldn't do that. We learned in Safety Town that it isn't safe!" The Temecula Police Department was especially impressed with the results of this year's Safety Town, when in exit interviews it was discovered that one child had already saved the life of her friend in a pool in French Valley, using what she learned at Safety Town about water safety. The story was published in several area newspapers. We were privileged to have many teen volunteers from Temecula Valley High School's Interact and JROTC. These teens served as mentors to the children and were available to help the Rotary volunteers and teachers where necessary. They are wonderful young people who don't really need the extra service hours, but love to volunteer. Because our little town is eight years old, we need funds to upgrade the traffic lights, repaint the houses, and do some repairs. We would also like to consider building our own house with the equipment like that in the fire department trailer, so the children can spend more time learning about fire safety. As we critiqued this year's program, the Lead teacher said that she would recommend adding a half hour to the classes, expanding to 2-1/2 hours a day. This would give the teachers and presenters more time to do what they would like to accomplish. It is also anticipated that we will add some parent classes to be held during the children's Safety Town sessions. Subjects might include bullying, gangs, drugs and alcohol, Internet safety, and many subjects that Officer Thomas is willing to present. The lead teacher last year presented a nutrition class for parents, and we would like to bring her back. These additional features would require more funding. We need to have more publicity about the program, perhaps providing more advertising and signage, and we would like to be featured in Temecula Today and other lists of programs available in Temecula. We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: A gE M6FIJ SECRaY,tQ NAME an. TITLE (Please Print or Typo) fLty d PRESIDENT or TA ck Cr.UTHORIZED OFFICER: T ScHu iE NAME and TITLE (Please Print `I or Type) SIGNATURE: ORGANIZATION NAME: 1 7M Eat FLA 21 thi rel CC TO TA ray M UAJDA- % �, . MAILING ADDRESS: 7P D. `PCO r� MEr.UL ) CA q„,3--.9:3 TELEPHONE: 'f51- 61S - (o 11(7 (sccrJ rit) DATED THIS t4) of S2.40; -em t er , 2010. (Date) 1 (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annlication — Pane 5 SIGNATURE PAGE We hereby certify the information: containedinthis application is.true -to. the best of ourknowledge and belief. PREPARED BY: NAME an. TITLE (Please Print or Typ SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: 3Sc,—Ack lT, Jf{ (J a--- NAME and T TLE (Please Print or Type) SIGNATURE: ORGANIZATION NAME:1EN1£CUL_A c.UfJRIsC TA lay UAJJ7AT11i,J MAILING ADDRESS P 0, box ,g,,03 TELEPHONE: /A-MEruLAj (`,A Ra_S 5 51– 6 IS – 1 I ti (Secrd-a.ry) DATED THIS I' -F 1-' of gP }-em (Date) 1 (Month) , 2010. BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Paae 5 • That the annex e the corporate recce purports to be a c correct. n, compared with cez.f .*high it is full, true and fS W3 OF, I execute cecafe ,and affix the Great of the "State of California this The nave -0 FOUNDATSON. A. Thi: corporation- Person. It; is or; Corporation Law f© 3. The s�°ecj funds to be ,used `_ scientific,siiteit as .exempt organizat Revenue Coda., C. N0:04. % the corporat cn spial,;!,,. permitted to he oarrL. Federal income ta;:underr Revenue Code`. of 19'54 future United States Th corporation,. contrihj' ,70(c) (2) of the r.3.14-!„ corresponding provision, cid Revenue Law). San, -is ',to :raise;. ant/Sch.qualify of :the Internal : o hese articles, ='activjt2.es not, ..ions ex,Pot from )ro'ns19n of. any OF -Mt 'by. a ab .ct2,e. under Section 54 Ear "the statesInternal The name and address in, corporation's initial. agent'for s. tt;,of California of this ice . of process is: 17:a 7: s f A Ffay?5 r LDcnaxd Nc Overland F1nancial'renter 23710 ;:Jefferson. ,Aver.iue Tenecizla, Caii ornia 92390 for Purposes- w: Internal Ravi B No subs corporation sha;l co attempting to inf1 ' not partici ate or t± the publishing -or dist candidate for public o +14.90"..: The pr charitable-1,, this nor/Jorat' officer or me person. Upci,. its assets renals all debts and distributed to a 2# is organized and o which has establ:s 501(c)(3) of the Ii DATED: September;16,,; OBZR0191/1 7306.1001/091691 Temecula Sunrise Rotary Foundation - Safety Town 2010 Budaet/Actuat 2010 Estimated Item Budget Actual Expenses 8/10/2010 Rent Space $0 School Distr 0 Maintain Space 50 0 Head Teacher 3,000 2,004 2nd Teacher 1,000 800 Third Teacher 1,000 800 T -Shirts 800 156 Books and supplies 600 94 Beverages and Ice 50 66 Lunch for Volunteers 100 375 Baloons for Graduation 20 0 Graduation Certificates 30 0 Graduation Snacks 100 68 Fliers, Printing 1,000 1,082 Signs and Banners 200 429 Equipment (Car and Belts) 0 100 Gifts 50 440 Misc 500 Q Total 8,500 6,410 Revenue Registrations Primary Students 4,750 95@50 3,450 70@$50 1check bounce Primary Students -late registr. 325 5@$65 -105 Adjustmts 1 Regis. refund Siblings 17 @ 45 900 20@45 900 20@$45 Total Paid 5,975 4,245 Sponsors- State Farm 0 2 500 Total Revenue 5,975 6,745 Total Program Gain/(Loss) ($2,525) 335 9/5/2010 DHS 7/12/2010 10:17 AM. _........ 07/15/10 Cash Basis Temecula Sunrise Rotary Profit & Loss July 2009 through June 2010 Jul '09 30: Ordinary Income/Expense Income Dues 3,426.50 Fines - 2,006.35 50-50_ ... _.. _.. _. _ __.... - 867.10. Interest Inc 4.35 Meals - 8,276.35 Socials 205.00 Total Income 14,785.65 Expense Club Expenses Accounting Support and Tax 570.00 Bereavement 139.14 Board Meetings - 65.68 Bus Bench Supplies 76.73 Gift Expense - 50.00 Meals Expense 10,040.25 Misc expense - 30.00 Postage & Supplies 125.13 Supplies 8.69 Total Club Expenses 11,105.62 Club Socials Demotion Party 289.65 Foundation Gala 52.91 Total Club Socials Club Training District Seminars 72.00 GSE Dinner 125.00 PETS 695.00 342.56 Total Club Training 892.00 Membership Dues District 800.00 International 1,085.75 Total Membership Dues 1,885.75 Secretary of State 25.00 Tax Filing 25.00 Website -- 215.40 Total Expense 14,491.33 Net Ordinary Income 294.32. Net Income 294.32 Page 1 ' 10:21 AM ....07/15/10 Cash Basis Temecula Sunrise Rotary Balance. Sheet As of June 30, 2010 -Jun 30, 10... ASSETS _-.. ... _..._ __... --. Current Assets.. Checking/Savings-, - -- - - General 4,635.19 Total Checking/Savings-- -.---4,635.19- - Accounts Receivable - Accounts Receivable - -237.50 Total Accounts Receivable - -- —237.50 Total Current Assets TOTAL ASSETS LIABILITIES.& EQUITY Equity Retained Earnings.. Net Income Total Equity 4,397.69 4,397.69 4,103.37 294.32 4,397.69 TOTAL LIABILITIES & EQUITY 4,397.69 11:03 PM Temecula Sunrise Foundation ......-_.-._.._ _. _ ._..... _. ......... _. __.... 05110/10 Profit & Loss July 2009 through March 2010 Jul'09- Mar 10- Ordinary Incom&Expense Income -- - Guard AKld Polio Plus Bus Bench — Interest Inc Safety Town Tuition (Net) 10K(Net) Race Registration _ Sponsor Total 10K (Net) Other Income —D AT'C^1 Total income Expense Foundation Polio Plus Giving Total Foundation Foundation Expenses Bank Service Charge 12.00 Corp Tax - 10.00 Total Foundation Expenses 10K expenses Design 175.00 Highway Patrol -7.00 Management 1,800.00 Supplies 316.34 46.00. 555.00 6,000.00 - --14.49-- 6,407.00 3,580.00 250.00 3,830.00 _..5,000.00 21,852.49 100.00 100.00 22.00 Total 1OK expenses 2.284.34 Community Service Choir 200.00 Guard A Kid. 1,186.00. Literacy project 600.00 Safety Town 6,934.30 Spring Fling Silver Sponsor 25000 Teacher Of The Month 108.67 Weight Program 385.00 Total Community Service 9,663.97 International Service Eye Doctor - Van 200.00 E Village - 2.300.00 Total International Service 2.500.00 Youth Service Interact Club - 86.57 PRYDE 860.00 RYLA 1,060.00 Total Youth Service 2,006.57 Vocational Service Music Competition Church Gratuity 200.00 District Semi -Finals Regist 300.00. Local Competition - Prizes 750.00 Total Music Competition 1,250.00 Scholarships 10.000.00 Speech Contest - Prizes 400.00 Total Vocational Service 11,650.00 11:03 PM - Temecula Sunrise Foundation 05n0i10 Profit & Loss Cash Basis July 2009 through March 2010 Jul. '09 Mar. 10. Admin Printing for Grant Application_._ .. _.. __.. ..,10.44 Accounting 260,00 Taxes - 25.00 .. Total Admin _ _ .. 285.44 Total Expense 28,512.32 Net Ordinary Income -6,659.83 Net Income -6,869.83 Temecula Sunrise Rotary Foundation Balance Sheet As of June 30, 2010 --- _- June 30.:2010: ASSETS Current Assets Checking/Savings 27,357.43 147.00 Accounts Receivable Total Current Assets TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Foundation Pass-through Total Current Liabilities Total Liabilities Equity Retained Earnings Net Income Total Equity TOTAL LIABILITIES & EQUITY 27,504.43 27.504.43 69.25 69.25 69.25 18,426.44 9 008 74 27,435.18 27,504.43 a8 8-.10 P34:32 11 CITY OF TE ECULA Cury of Te v FISCAL YEAR 20104 1 AUG 1 9 2010 COMMUNITY SERVICE FUNDING PROGRAM APIttiftWinis (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5,000 Project Name: '"Art in Temecula" - Art - Art Events (Maximum allowable $5,000) Project Start Date: December 2010 Project End Date: June 30, 2011 ORGANIZATION INFORMATION Name of Organization: Temecula Valley Art League Contact Name:Sandra Williams Title/Position: President Mailing Address: Box 631, Temecula, CA 92593 web page : temeculavalleyart league .org Telephone: 951-662-3973 Year Organization Founded: 1977 Number of Paid Staff: 0 Number of Volunteers: 100 Geographic Area(s) Served: Temecula Valley and the surrounding areas Is this organization incorporated in California as a non-profit organization? Yes x No Effective Date: 1977 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit 1977 Federal identification number. 33-0603418 State identification number: cT123824 Tem Non -Profit C1881942 If "no" Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee X Board of Directors X Application - Page 1 Members -at -Large PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE. STATEMENT AND INCOME STATEMENT). It doesnotrequire a CPA's audit, but please submit if available. NIISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding policy. Our purpose is to create interest and encouragement for the artist through * Instruction by demonstration • Furnishing exhibit locations * Giving sources of information * Providing a meeting place for artist * Prn:ri ding vonneq fnr gelling art We are well regarded non-profit organization that provides a service in the visual arts to the community of Temecula. We are growing and aggressively working to expand our reach by staging art events to promote the city of Temecula along with our artist and gallery. We have people with extensive experience in marketing and advertising, a gallery, and contacts with multiple art groups in S. California that share their knowledge and experience to help us develop community events. We have been a part of the community for the past 23 years and expect to endure and flourish in the future. TVAL is fiscally responsible. Our growth in the last few years has provided us with more manpower, money and experience all which will enable us to put on major art events. We want to promote Temecula as a destination for artist and art lovers around S. California and to expose our town by creating energy in the art industry. The results we aspire to is -more awareness of the arts, exposure for the community and a solid venue for artist and art lovers alike. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project_ project objectives, those served, area serviced, and number ofVolunteersinvolved- Bespecific. lndude equipment or services that - would be purchased and why; Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) We would like•to do three events. 1. "Paint Temecula" - $1650 - -- - This is a event that highlights the city of Temecula. We are basing this on a successful event that the city of San Clemente has beenhosting for13years. They have people come from as tar as Germany and. ]ingland to pant in this event and they attract lots of tourist. We feel that Temecula has many paintable venues, wineries, horse farms, Duck Pond, Old Town and the new City Ball. This is an -area tnat is perfect to promote pasnfings and Lne uniqueness of iemecuia. Jurors -$300 Prizes/ribbons $600 Reieptzau---'$z56 Advertising/promotion/posters/marketing - $500 2. "Art by, the Inch Challenge" - $1650 Art by- tk,_ Inch ., diff,.,.e,.t greases ..asking t.. crtat,.. a eelerful mural. This involves two 30 feet lengths of heavy weight Art Paper. Groups like the Boys and Girls Club, Rose Society, the Garden Club, school groups, company groups are interesting mural. At the reception each visitor is given their choice of different, sizes of mats. They check out all of the unique painting that make up the mural. When that' finA a aartinn thay wnnl,i like to pnrrhaaa it is anlA fnr nna Anllar a arpiarea inch ---5x7 would by $35 and 8x10 would by $80. This is a fun inclusive event! 1. Supplies - $850 2 Larger Reception to include groups that painted - S400 3. Advertising/promotion/posters/marketing - $400 3. "2nd Annual Western and Wildlife Show" - $1650 This is run in conjunction with Western Days in Old Town Temecula. Last year was the first year of this event_ We are interested in attracting a stronger showing of western and waaalate painters all tnrougn out so Calltornaa by starting our maxls_ng and promotions earlier, we think this is possible. Last year, we took a 1osson the event but we will be able to use this as a learning experience to put on a much .s_ vuyes_ sliuw Llus yeas__ 1. Juror - $300 2.Prizes/Rihbons - $600 • 4. Advertising/promotion/posters/marketing- $550 Application — Page 3 SIGNATURE PAGE. We hereby_ certify the information contained in this application istrue to the best of our knowledge and belief: PREPARED BY: Ann S Rogers awards chairperson. NAME and TITLE (Please Print or Type) SIGNATURE: //�—� PRESIDENT or AUTHORIZED OFFICER: Sandy Williams President. SIGNATURE: NAME and TITLE (Please Print or Type) ORGANIZATION NAME: MAILING ADDRESS: Temecula Valley Art League PO Box 631 Temecula, California 92593 TELEPHONE: (951) 695-0698 Cell (951) 662:3973 DATED THIS /7 of (Date) , 2009. BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Cornpleted Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 State of California Secretary of State - STATEMENT OF INFORMATION (Domestic Nonprofit; Credit Union and Consumer Cooperative Corporations) Filing Fee: $20.00. If amendment, see instructions. IMPORTANT-- READ INSTRUCTIONS BEFORE COMPLETING THIS FORM This Space For Filing Use Only 1. CORPORATE NAME (Please do not alter if name is preprinted.) ' Temecula Valley Art League N DUE DATE: COMPLETE PRINCIPAL OFFICE ADDRESS (Do not abbreviate the name of the. city. Item 2 cannot be a P.O. Box) 2. STREET ADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA, IF ANY CITY STATE ZIP CODE CA 3. MAILING ADDRESS OF THE CORPORATION, IF REQUIRED CITY STATE ZIP CODE PS). Box 631 Temecula CA 92593 NAMES AND COMPLETE ADDRESSES OF THE FOLLOWING OFFICERS (The corporation must have thesethreeofficers. A comparable ties for the specific officer may be added: however, the preprinted titles on this form must not be altered.) 4. CHIEF EXECUTIVE OFFICER/ - ADDRESS. CITY STATE ZIP CODE Carol Landry 31495 Cala Carrasco - Temecula CA 92592 5. SECRETARY/ ADDRESS CITY STATE ZIP CODE Mary I< Stradley 30198 Via Norte Temecula CA 92591 0. CHIEF FINANCIAL OFFICER/ ADDRESS - cm, STATE ZIP CODE Melody Brunsting 21705 Como Street Wildomar CA 92595 AGENT FOR SERVICE OF PROCESS (lithe agent Is an indlvldual, the agent must reside in California and Item 8 must be completed with a California street address (a P.O. Box address is not acceptable). If the agent is another corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 8 must be left blank.) 7. NAME OF AGENT FOR SERVICE OF PROCESS Carol Landry 8. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA. IF AN INDIVIDUAL. CITY STATE ZIP CODE 31495 Cala Carrasco Temecula CA. 92592 DAVIS-STIRLING COMMON INTEREST DEVELOPMENT ACT (California Civil Code section 1350, et seq.) 9. ■ Check here if the corporation is ani association formed to manage a common interest development under the Davis -Stirling Common Interest Development Act and proceed to Items 10,11 and 12. NOTE: 'Corporations formed to manage a common interest development must also file a Statement by Common Interest Development Association (Form SI -CID) as required by Califomla CMI Code section 1363.6. Please see Instructions on the reverse side of this form. 10. ADDRESS OF BUSINESS OR CORPORATE OFFICE OF THE ASSOCIATION, IF ANY CITY STATE ZIP CODE 11. FRONT STREET AND NEAREST CROSS STREET FOR THE PHYSICAL LOCATION OF THE COMMON INTEREST DEVELOPMENT 9 -DIGIT ZIP CODE (Complete if the business or corporate office is not on the site of the common interest development.) 12. NAME AND ADDRESS OF ASSOCIATION'S MANAGING AGENT, IF ANY , CITY STATE ZIP CODE 13. THE INFORMATION CONTAINED HEREIN 15 TRUE AND CORRECT. I 8-19-2009 Mary K Stradley Secretary A 44 A . _1 / i1 DATE .TYPE/PRINT NAME OF PERSON COMPLETING FORM . TITLE SIGNATURE / SI -400 (REV 01/2008) APPROVED BY SECRETARY OF Si Budget 2010-2011 Income Membership Wall Space Rental Monthly Drawings Donations Book Sales Class Room Rental Juried Show Entry Fee Expenses Electric Trash/Water Insurance Chamber of Commerce Gallery Supplies Advertising/Signs/Cards Constant Contact Mailings Entertainment Juried Show -4 Community Art Projects Emergency Fund 100 members @ $30 ea $20/$10 members special show tickets for chance drawing ex -members - 3,000 2,000 400 350 members donate book/fordonation 480 $10 Hr/2 teachers/6 hrs week 2,400 $25.00 each x 40 5 shows at $1,000 ea 5,000 Total 14,350 $88.00 monthly 1,056 $43.00 monthly 516 Yearly 750 3 payments of $86 258 340 posters/postcards 480 email mailing eprogram 80 80 Members Xmas Party/Installment 400 Juror/Prize Money/Ribbon/Reception 6,000 Art by the Inch, Gift to City Hall 2,000 Total This fund is money set aside to cover the cost associated with rectifying any unexpected situations that may arise that impacts the organization and its programs Working Capital This fund is money kept in the Leagues general account to carry on the general day to day financial activities of the League 14,020 $6,000 $3,600 Budget 2010-2011 Income Membership Wall Space Rental Monthly Drawings Donations Book Sales Class Room Rental Juried Show Entry Fee Expenses Electric Trash/Water Insurance Chamber of Commerce Gallery Supplies Advertising/Signs/Cards Constant Contact Mailings Entertainment Juried Show -5 Community Art Projects Long Term Savings 100 members @ $30 ea $20/$10 members special show tickets for chance drawing ex -members members donate book/for donation • 510 Hr/2 teachers/6 hrs week $25.00 each x 40 5 shows at $1,000 ea Total 588.00 monthly 543.00 monthly Yearly 3 payments of $86 papers to log in/ signs in/pic labels email mailing eprogram 3,000 2,000 400 350 480 2,400 5,000 14,350 1,056 516 750 258 • 180 480 80 80 Members Xmas Party/Installment 400 Juror/Prize Money/Ribbon/Reception 6,000 Art by the Inch, Gift to City Hall 2,000 Total 14,020 56,000 Income Membership Wail Space Rental Monthly Drawings Donations Book Sales Class Room Rental Juried Show Entry Fee Expenses Electric Trash/Water Insurance Chamber of Commerce Gallery Supplies Advertising/Signs/Cards Constant Contact Mailings Entertainment Juried Show -5 Community Art Projects 100 members @ $30 ea $20/$10 members special show 2,000 tickets for chance drawing 400 ex -members 350 members donate book/for donation 480 $10 Hr/2 teachers/6 hrs week 2,400 $25.00 each x 40 5 shows at $1,000 ea 5 000 Total 14,350 $88.00 monthly 1,056 $43.00 monthly 516 Yearly 750 3 payments of $86 258 papers to log in/ signs in/pic labels 180 480 80 80 Members Xmas Party/Installment 400 Juror/Prize Money/Ribbon/Reception 6,000 Art by the Inch, Gift to City Hall 20 Total 14,020 email mailing eprogram' Temecula Valley Art League Trial Balance As ofMay 31 2010 May 31, 10 Debit Credit First Citizens Bank Checking 3,614.90 First Citizens Bank COD 3,564.49 First Citizens Bank Unactive 2,271.66 :. Gallery Cash Box 103.50 Petty Cash Undeposited Funds Security Deposits Accounts Payable Sales Tax Payable 13 93 Opening Bal Equity Retained Earnings Advertising (NAL)" Gallery Class Room Gallery Commission on Sales Gallery Sales Gallery Wall Space Interest Earned Membership Dues Miscellaneous Income Raffles Shows Advertising 338.40 Awards 900.00 Bank Expense Checks 19.25 Gallery Expenses 467.57 Guest Speakers 900.00 Holiday Party 365.98 Licenses and Permits 50.00 Newsletter 94.47 Office Supplies 218.11 Postage and Delivery 45.75 Printing and Reproduction 20.21 Special Events 445.12 Supplies:Marketing 120.00 Supplies:Offlce 12.50 Trash Utilities:Electric 626.59 Utilities:Trash 392.94 Other Expenses 7.52 1,083.93 635.00 531.64 6,736.11 211.23 60.00 1,710.00 127.20 270.23 2,725.00 18.48 1,870.00 619.18 457.75 975.00 TOTAL 16,311.82 16,311.82 Page 1 Temecula Valley Art League Balance Sheet As of May 31; 2010 May 31, 10 ASSETS Current Assets Checking/Savings First Citizens Bank Checking - - - 3,614.90 First Citizens Bank COD 3,564.49 First Citizens Bank Unactive 2,271.66 Gallery Cash Box 103.50 Total Checking/Savings - 9,554.55 . Other Current Assets Undeposited Funds 1,083.93 Total Other Current Assets - 1,083.93 Total Current Assets Other Assets Security Deposits Total Other Assets TOTAL. ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable Accounts Payable 531.64 Total Accounts Payable 531.64 , Other Current Liabilities Sales Tax Payable -13.93 Total Other Current Liabilities -13.93. 10,638.48 635.00 635.00 11,273.48 Total Current Liabilities 517.71 Total Liabilities 517.71 Equity, Opening Bal Equity 6,736,11 Retained Earnings 211.23 Net Income 3,808.43 Total Equity 10,755.77 TOTAL LIABILITIES & EQUITY 11,273.48 FISCAL YEAR 2O'I O.1 Ii9AN COMMUNITY SERVICE FUNDING PROGRAM APPL1 N (Please Print or Type) PROJECT INFORMATION \ able • Amount Requested: $ %----..... 0iw. CO O( NV-){ `hlltrit 1.4155 (Maximum allowable $5,000) Project Name: t c elft 0 4,A\e k.�L cSeJAoi�\Rf'() l �� rut. t �v2; Project Start Date: /U o L.J Project End Date: a •a. ki-Xee , ORGANIZATION INFORMATION Name of Organization-Ven.ec e%UM. ac- %G._ orX 6".te tanailtsc Contact Name:Z--...retser-OPYVLn Title/Position: L).-� -s VY\e,ontCS Mailing Address .O . 51(-- `e k22 )_ ` a t _co`A Telephone: c21.5\'3ln c\2, Z to Year Organization Founded: z 5 --ces / 5o Number of Paid Staff: _ d — Number of Volunteers: '8 o,n7oess`i-d-S Geographic Area(s) Served Is this organization incorporated in California as a non-profit organization? Yes ✓ No Effective Date: If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 4271\02. If "no": Federal identification number: 2.0 _t t0 -t' 2.9 State identification number: 24 Go 4'Z oU Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application - Page 1 Members -at -Large FINANCIAL STATEMENTS' PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. �1 Ai\A e0 PI. err MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. ee �eJ� Plc rbG Application - Page 2 PROJECT. DESCRIPTION. How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) r � a Application — Page 3 PAST PROJECT BENEFITS• If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Application — Page 4 SIGNATURE PAGE. We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: vGAlk�� {at VO ' �0 NAME and TITLE (Please Print or ype) SIGNATU - : h PRESIDE T o AUTHORIZED OFFICER: ORGANIZATION NAME: \ ( .a� Uq1� � S evnl `t om MAILING ADDRESS: l .0 - i )616- 3S2-3iN , ( -, 01/4 92s -v9 TELEPHONE: DATED THIS Mp 1d4trof a ‘0e -r , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 Financial Statements : We don't, per se, have a budget. I have attached our profit and loss statement from our last fiscal year. We have a profit of "x" amount which in part is going towards some new instruments this year that we desperately have to replace and part to our Uniform. Drive. "A" We are the Temecula Valley High School Band & Color Guard. We represent our school and City at Tournaments, parades, football games, and other organizations throughout the City of Temecula. Our goal is to continue to grow and progress with our current Program. Our members are exemplary students and their commitment to the Program is unconditional in that they practice six days out of the week, travel to Competitions (we have made it to finals the last two years), and work hard to keep this Program running by being actively involved in the many fundraisers that we must do to keep running. We must raise, on our own, approximately $100,000 a year to maintain our current level, that is to travel to competitions, repair and replace equipment, pay for coaches (we need 6 to 8 per season), music, etc. $40,000 of that amount is needed strictly through fundraising. This is a huge task for us to do on a yearly basis. Rising above that amount is overwhelming and we cannot do it alone. "B" We will use the funds to replace our fourteen year old uniforms. The estimated cost is $55,000.00. It has become very difficult to fit the many students we have with our current inventory. Our students perform in a variety of situations, grass, mud, heat, etc. As a result, we have unremovable stains and smell, even after cleaning. We have taken extreme care with our current uniforms, but like most things that are used over and over again they have worn out and need to be replaced. The students have studies, twenty+ hours a week in practices, competitions and we have fundraising functions at least two times a month for the first four months of school. Our most challenging time comes in the fall as that is when we need the most funds. Music, coaches, travel, etc. is very expensive. We believe that as the oldest high school and oldest band of our District we are ambassadors of our community. At all times, our students are stellar examples of our City when we travel to competitions, City and other school functions, football games, etc. We think our appearance is our first impression and when we have worn out, soiled and "smelly" uniforms, that may not always be portrayed. Thank you so much for your consideration. 9/15/2010 Income/Expense by Category THS Band Boosters - 2010' 7/1/2009 through 6/30/2010 (Cash Basis) Category Description Page 1 — 7/1/2009- 6/30/2010 Fundraising Tournament Income GVC Toumament Income SCPA Uniform Cost Reimbursment TOTAL INCOME Uncategorized Fundraising Expense GVR Overhead Spring Programs Tournament Host GVC Tournament Host SCPA Winter Programs 24,097.13 17,796.08 12,383.87 290.00 54,567.08 0.00_ 11,967.70 1,587.88 2,053.66 0.00 12,215.67 6,759.99 2,365.00 TOTAL EXPENSES 36,949.90 OVERALL TOTAL 17,617.18 9/15/2010 Balance Sheet TVHS Band Boosters - As. of 6/30/2010 As of6/30/2010 (Cash Basis) Account 6/30/2010 Balance - Cash and Bank Accounts TVHS Band Booster- Checking 24,591.71 TOTAL Cash and Bank Accounts 24,591.71.. -. TOTAL ASSETS LIABILITIES Other Liabilities - *Sales Tax* 24,591.71 0.00 TOTAL Other Liabilities 0.00 TOTAL LIABILITIES EQUITY 0.00 24,591.71 TOTAL LIABILITIES & EQUITY 24,591.71 Page f Net Worth - As of 6/30/2010 As Abf.6/30/2010 9/15/2010 Account 6/30/2010 Balance Page.1 Cash and Bank Accounts NHS Band Booster - Checking 24,591.71 TOTAL Cash and Bank Accounts . 24,591.71 TOTAL ASSETS 24,591.71 Other Liabilities *Sales Tax* 0.00 TOTAL Other Liabilities 0.00 TOTAL LIABILITIES 0.00 OVERALL TOTAL 24,591.71 STATE OFCALIFORMA - - - FRANCHISE TAX.BOARD' PO SOX %1286 RANC�HO.-CORDOVI CA 45241,128b:: In reply refer: April,.8: 2009 TEMECULA VALLEY HIGH SCHOOL 31555., RANCHO VISTA, RD TEMECULA CA 92592-3516 Purpose Code -''Section _Form of Drganiaation Accounting Period Ending Organ zation'Number &ANDBDOSTERS CHARITABLE 23701d '.Corporation =June 30 `2469700' EXEMPT DETERMINATION LETTER we determinedt.you.are vexedimp•t from. -California franchise -or income tax, the' Ca33fornia Reenue an Taxation e otl*T.section shown above., he - tax -exempt status as ef.'fective as of -:'0912712002. _ etas❑ exempt stafUs, nrganjza t`sotts are required ta'be organized acing far.nanppofit purposesrwithin`the provasions:.of the above=- _s ect10 . An inaCtivs organ1zatjon _'is not. -entitled to eXempti0P. undo; an a nas decision"_=is based op Snformation you submitted and assumes that: your present nperataons con tanueT_unchanged or conform to 't hose proposed in your• applicaa ion. :'Arty chahg e_in'operatfan, character.,, or Rtirpose a.f the organ2zatlon must tre reported immediately to this off"ice so that we`may determine the -af c .on your exempt's acus. ""?tny chane. ' ' name or"=address• :- :must a;Iso be reported - = - case law, a change in federal interpretation of federal law in. cases= -:where our opinion is based:. -upon such an anterpretatl on, or a'change-�ln the: material facts or circumstances relating to your application Upon which this opinion is based, this.:opanion may no longer be apploicable. hIt is your responsibilitytoto be aware heanges o -u ld eyi . Tis -- paragraph constitutes writteof tn advlcsee chother than. a chief caunsccurel ruling, within the meaning of Revenue and Taxation Code Section 21012(a)(2).- April 8, 2009 TENECU.LA VALLEY NIGH SCH0O ENTITY:'. ID 2469700 ''Page 2 For the organization's filing requirements, read enclosed Pub. 1068,• Exempt Organizations- Requirements for Filing Returns and .:Paying Filing Fees. You may download the publication at www.ftb.ca.gvv. • Note: This ezempton.is forestate franchise or income tax purposes only For information regarding sales tax exemption, contact the Board of Equalization at (800) 400-7115 or website www.boe.ca.gov. A copy of this letter has been sent to the Registry of Charitable Trusts:' J AMAYA EXEMPT ORGANIZATIONS. At) SINESS ENTITIES SECTION TELEPHONE (916) 845-6644___ -'FAX NUMBER (916) 843-2071 CC :SHERI RYAN' �flfl R ThL REVENU SERVICE- . P- O. 8082508 ;CINCINNA"I'I,. OH 45201 -• TEM:6034 : VALLEY BIGH BOOSTERS ' --C/O;.SHER2 RYAN PO-BO%:892381 :TEMECOLA,- CA 92592-3516 Employer iientifzcati_ob.Numbe. 20 1637297=` - _ 1705309631600fl Contact Person.: JOHN J ROSTER--- .. -- Contact Telephone Number: (877)'8295500 Accounting Pernod Ending: Ib# -313.64 Public Charity Status: 170:(b) (1) (A): tui) Rola- -:936--Regiiired. Yes Effective Date. -of Exemption: September: 27, 2002 -- Contribution Ded fatibility:, -- - Addendum Applies: No We°are pleased to:inform you that ujon review of your applicatmn for tax exemptstatus we haave deternnined that you are exe¢pt from 'Federal ancome under section 5O1(c;) ($) cf _thy Snternal Aev`enue Code; Contribw.ons'r to yo z a deductible under section.17:0 of the code. You are also qal ukfied to_receiv. taxi deduatTb1e bequests, devises transfers -or gxfts_under•sectiou 205S-2106; o`r.-2522 of ::the Code. Because this let ter could help. -resolve any questions? regarding your exempt status, you should keep it in your pernanent records org_anizatzons exempt under section 501(c)(3) o£ the Code -are farther classify as.etther public charities or private`foundatinns 'We deternrnned that you ai4 a public charity' unde'rthe Code beatlons} listed n theT.eadti`ng of this letter. - -- - - _ Please see enclosed Publication 4221 -PC,' Compliance Guide for 501(c) L(3) Public C2iar.sties, for helpful 'informa€±oei about your responsibilitiesFsac an. exempt ereig„ '-'-Robert- Choi - Director, tempt Organizations Rulings and Agreements ;Enclosure:. Publication 4221 -PC MEMBER CERTIFICATE OF INSURANCE 6/27/10 Thank you for purchasing your insurance from AIM. This is your Member Certificate and should be kept with your permanent records. Insured#: CA254313 NAMED INSURED MEMBER: Temecula Valley HS Band BC Attn: Jeff Gardner 31555 Rancho Vista Road Temecula, CA 92592 Named Insured & Mailing Address Education Support Purchasing Group clo AIM P.O. Box 742946 Dallas TX, 75374 -2946 - PRODUCER NAME Elgin 6 Allen PO Box 742946 Dallas TX, 75374-2946 Company / Coverage Policy # Homeland Ins Co of New York / BW09359 Commercial General Liability Effective Dates Deductible Limits of lnsurance 1/18/10 -1/18/11 NONE Each Occurrence $1,000,000 Homeland Ins Co of New York / BW09359 Medical (Accident Medical)* General Aggregate Products - COMP/OPS Aggregate Personal & Advertising Injury Fire Damage (any one fire) NONE Any One Person $2,000,000 $2,000,000 $1,000,000 $50,000 $50,000 Homeland Ins Co of New York / BV07556 Property (Bus. Personal Prop/Comp Sys) Homeland Ins Co of New York / BX07379 Non-profit Prof Liability (Officers Liability) Aggregate $ 250 Each Occurrence $ 1,500 Aggregate Annual Aggregate applies to all member certificate holders combined. $50,000 $10,000 $1000,000 $20,000,000 Retro -active Effective Date: 1/18/08 Certificate Holder: Thismember certificate, together with the common policy conditions, coverage part(s), coverage-form(s), and endorsements, if any, complete the above numbered - policy. Copies of the Master Policies are available upon request or may be printed at www.ainFcompanles.com - AUTHORIZED REPRESENTATIVE een_co Fhich '=W.ItVISS", FREOF-=I execute the certificate and -affix. the. Great: o the State of Californiathis day of OCT 0 9,2002 Form CE -107- (rev. 9'9 ENDORSED FtkEDa 7n the office of rho Secretary of Stale : tithe State of Calitamla SER. 2' 7 2002 - sut.SONEs Sseretary of Stale ARTICLES OF-DNCORPORATIQN OF EMECULA VALLEY H70H SCHOOL'BANO BOOS*ERS A.GALIFORr4IA PUBLIC BENEFIT CORPORATION ONE: The nameof this eopora#ron„is Temecula Valfay High School BandBoosters. TWO This coitporetrorr is a not i-ofift publre benefit co poraUon an rs not organized for the pr vote goal ofany person It is-organrzed under the Nonprofit Pub)Ic Benefi4—y oratioll..Law for charrtablepurposes_ The specific purposesfoJ which ttbar: eorpor h,:t orgair zetl"are to aid,: assist, and support the BAND PROG=RAM ofTemecula. e + High School with funs raisrng?and otheracthir€reSas may ,. ,,,_# bytha Director o instrumanfal IVlusic#pr Temecula Vaflt High SchCoC TI -TREE Thename and arldressun the State of Cal ti.forttia oT �h s corporat on s inti l agent•for servrae of process is W lfffam A ECa v, 35fi05 Schuber En. Te necula, Eaftfor na Q25g2 R.,..„., (a T`h s cotpom ton r� organized and op rted excursively for char table purposes }b within the meaning of Secfcont 501(c)(3) ofthe Internal Revenue Code. ((i Notwtfhstehdtngarlyotherprovtsioi of tt?ese cles J-r&corporatia. shall not carry: on anyatherac riiti ,not permitted torE e care r� off 1)by'a corporation;exempt train federall income tax under Section 501(c)(3) of the Internal Revenue Code vor (2) by a corpo ation confribudons to which are deductible antler Section 170(c)g)-:of the Internal Revenue Gode. = — :, (c) No sub tapt al part of the act vlHes`of this eo poration shall consist of carrying on propaganda,"or otherwise attempting to influence legislation, and the corporation shall no participate or intervene in any pot tical campaign (including the publishing or distribution of statements) on-behaff of, or in opposition fo, any:candidate for public office. - •�. •o,puranon-are Name Address Jerry Lynn Randah 3075e Sk 7e X rrace Dr: Temecula, Ca 92592 Vaf•Gallaher 4549 Corte Narebon ne Temecula, Ca. 92592 '"'" aF'F+u'rr[eo3o aat as the rnitfal Dirt tors o, this teabef Sofia •32390 Gaileano Ave Winchester, Ca. 92596 Anne Wagner 33047•daroii Pass Temecula, - Ca. 92592 Ann Dawk ns 36261 Pechainga Dr .Temecula, Ca. 92592 Sfx The Property of this corpora# on is irrevocably dedicated to e of fhe net Income or assefs of the'orgeniietfon shall ewer inure to fhe . afficer.•or rriember thereof -60o , r table purposes and no pa { • the be�efif of anY Private person bene'rt oferr/director,. • On the diaatittitienilliAlridirt up of the corporation itsassefs remaining after provision for payment of, altdeots and liabilities of this corporation, shay be distnbuted to a- nonprofrt fund foundatran arcarporation which rs or Fa/vefy of or chanttle purposes and which has `estabifsheci its ganized and operate e ff the Infemat Revenue Code, xoihon sy for tax exemp# s#atus under Section 50f c 3 of �)r) Date:_z Val Gallaher Director Isabel Sofiz, Drrecfor y �A--ntie Wagner D:kector Ann Dawkins Direciors We the above-m'enfaned rntfial directo s offhis co persons who execufed ore Ing Arf cies of (memo rporation, hereby declare Oat we the fare fhe deed. ;ratwhich execubon rs our act and / J ri+tynn Ra .all, Director Val Gallaher, -Director • ' `_ -rte Anne:Wagner; Dr? Or Ann Dawkins, Director THVif CITY OFTEMECULA AUG 2-7 20', FISCAL YEAR 2010 11 l- MANGE 'Apt COMMUNITY SERVICE FUNDING PROGRAM APPLICATION- (Please Print or Type) PROJECT INFORMATION Amount Requested: $ 5,000.00 Project Name: 2010 Care to Share Holiday Programs (Maximum allowable $5,000) Project Start Date: Oct . 1st, 2010 Project End Date: Jan 30, 2 011 ORGANIZATION INFORMATION Name of Organization: TVPHP Group - Temecula Valley People Helping People Contact Name: Denny Mighell Title/Position: President/CEO Mailing Address- 37887 Spur Drive, Murrieta, CA 92563 Telephone: 951-757-5212 Year Organization Founded: 1992 Number of Paid Staff: None Number of Volunteers: 100 plus Geographic Area(s) Served: Temecula & Southwest Riverside County Is this organization incorporated in California as a non-profit organization? Yes X No Effective Date: 1997 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 9-6-1996 Federal identification number: 33-0754195 State identification number: 1978608 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee x Board of Directors Application - Page 1 Members -at -Large FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listedonpage 2 of the CS Funding Policy. Our mission, as a nonprofit charity and information service, is to actively serve the people of our local community and Riverside County by building permanent charitable capital, and providing services that contribute to the health and vitality of the community. Through collaboration with other service organizations, city and government officials, and caring individuals, TVPHP will continue to unite resources, experience, and other effort to work towards a mutual goal in assisting those in need in our community. Vision TVPHP will be Riverside County's premier knowledge resource; and a recognized leader in assisting individuals, families, children and seniors in need. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why.- include -a detailed budget and aschedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information: (Please type or print legibly) TVPHP - 2010 Care to Share Holiday Program if awarded the grant would use the funds to help those in needin City of Temecula. We provide Thanksgiving and Christmas Diners and food. We provide for Christmas gifts and other needs for the needed children, seniors and families in the community. In 2009 we handle around 10,000 plus needed children, seniors and families in our communities (Temecula and Southwest Riverside County). TVPHP works and partner up with approximately 40 organizations and groups to provide food , gifts and information to those in need. TVPHP volunteers base is well 100 plus. TVPHP works with The City of Temecula Fire Department program "Spark of Love Toy Drive and all the donations go to TVPHP and we handle all the families that come through the City's programs. TVPHP will not finish or closed its door until Christmas Eve around Spm and still will handle last minute calls for those in need. There is never enough money, we could always use more, do to the over amount of people needed help each year and it keeps growing each year. Application - Page 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. 2009 and other years as well, TVPHP received a grant from City of Temecula in the amount of $5,000.00 these fund were used to help those in need To - .. purchase turkeys, food and gifts. We have provide receipts to the City for 2009 grant fund. We all provided holiday happiness to those who were not going to have it. Thousand's of children, seniors and families were given an opportunity to have save and a beautiful holiday season. This can only happen when people, organizations, businesses and groups partner together to help those in need. Application - Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPAREDBY: Denny Mighell - President/CEO SIGNATURE: NAME and TITLE (Please Print or Type) PRESIDENT or AUTHORIZED OFFICER: Denny Mighell - President/CEO NAME and TITLE (Please Print or Type) ORGANIZATION NAME: TVPHP Group - Temecula Valley People Helping People MAILING ADDRESS: 37887 Spur Drive, Murrieta, CA 92563 TELEPHONE: 951-757-5212 DATED THIS 25 of Augst , 2010. (Date) - (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 TVPHP Group - Temecula Valley People Helping People Estimated Annual Budget 2010 Inflows Cash donations 70,000 In kind contributions (clothing, toys, etc.) 1,000,000 Note * below - information Office/Warehouse:donation/sponsor 135,000 Note' below- information Riverside County - grant 5,000 City of Temecula - grant 5,000 Total Inflows 1,188,000 Outflows In kind contributions (gifts for children & elderly) 1,000,000 Gifts (not received through inkind contributions) 135,000 Office/Warehouse donation/sponsership Riverside County - grant - Food, turkeys & gif 5,000 City of Temecula - grant - Food, turkeys & gif 5,000 Gifts (not received through inkind contributior 10,000 Insurance: auto, medical, building & Etc 15,976 Telephone 3,000 Supplies 4,024 Bank fees 250 Licenses & permits 500 Travel: Fuel & Etc 750 Professional services 4,000 Miscellaneous bills & fees 3,500 Postage & Etc 1,000 Total Outflows 1,188,000 Note the businesses below are sponsorship of TVPHP Group - for Inkind Goods for all year round programs Zumiea Foundation / Head to Toe / All new Clothing, Hats, Gloves, Shirts, Blankets & Etc Note* Inkind donations/sponsorships of Office/Warehouse space for TVPHP Group / price value $S0 cent per sq ft x 50,000 sq ft © Estimated of $135,000.00 - inkind Prepared by Denny Mighell 012340 IRSDeparhnent olthe Treasury internal Revenue Service P.O. Box 2508 Cincinnati OH 45201 - TEMECULA VALLEY PEOPLE HELPING PEOPLE PEOPLE HELPING PEOPLE 26201 YNEZ RD STE 102 TEMECULA CA 92591-6048 In reply refer to: 0248667585 -- Sep. -15, 2009 LTR 4168C E0 33-0754195 000000 00 00014400 BODC: TE . . Employer Identification. Number: 33-0754195.... Person to Contact: Mrs.Pam Skiles Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your request of Sep. 03,2009, regarding your tax-exempt status - Our records indicate that a determination letter was issued in May 1997, that recognized you as exempt from Federal income tax, and discloses that you are currently exempt under section 501(c)(3) of the Internal Revenue Code. Our records also indicate you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) and 170(b)(1)(A)(vi). Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federalestate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely yours, pCx/itPe 7 Michele M. Sullivan, Oper. Mgr. Accounts Management Operations I Y�j� IRS Department of the Treasury V Infemnt Revenue Jenice P.O. Box -2508. _. .. Cincinnati et ':45201- .. 012340 Q Q,..... The IRS address must appear in the window. 0248667585. 012340.605154.0051.002 1 AT 0.357-532 i►,„1►►,►.►;hmllin,►,i,IIfii..yy►t►i,.,yIiiIII .►!lr►P TEMECULA VALLEY PEOPLE HELPING PEOPLE PEOPLE HELPING PEOPLE 26201 YNEZ RD STE 102 TEMECULA CA. 92591-.6048 _. CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF -THIS -PAGE IF -YOU -ARE MAKING A PAYMENT, EVEN IF YOU ALSO HAVE AN INQUIRY. BODCD-TE Use for payments Letter Number: LTR4168C Letter Date . 2009-09-15 Tax Period 000000 Iflll�fll�fl 111 IIII *330754195* 11 TEMECULA VALLEY PEOPLE HELPING INTERNAL REVENUE SERVICE... _. . PEOPLE... P.O. Box 2508 PEOPLE HELPING PEOPLE Cincinnati OH 45201 26201 YNEZ RD STE 102 I.l.1.I.I..J.III IIh,h t TEMECULA CA 92591-6048 330754195 RL TEME 00 2 000000 L70 00000000000 Results Detail Page 1 of 1 Results Detail Last statement filed on: 8/19/2010 Corporation TVPI3P GROUP Number: C1978608 - Incorporation Date:9/6/1996 "' Status:Active Jurisdiction: CA I Type: Domestic Nonprofit Address 37887 SPUR DRIVE, MURRIETA, CA 92563 Agent For Service Of Process DENNY JETT MIGHELL +37887 SPUR DRIVE, MURRIETA, CA 92563 Please review this information to determine if you have located the correct corporation. Statements of Information amendment filings are not eligible for electronic filing at this time. The corporation is not yet due to file the required statement; therefore, this filing is considered an amendment and must be filed either by mail or at our public counter in Sacramento. Forms and instructions can be downloaded from our website at htto://www.sos.ca.gov/business/corp/corp soinfo.htm. STATE OF CALIFORNIA FRANCHISE TAX BOARD . PO BOX 1286 RANCHO CORDOVA, CA 95741-1286 ENTITY STATUS TVPHP GROUP 40147 HOLDEN CIRCLE TEMECULA CA 92591 Entity Name : TVPHP GROUP Entity Number : 1978608 In Reply Refer -To: 755:cam Date .... .. : 09/04/2008_ .. Note: This letter does not reflect the entity's status with any other agency. El 1. The above entity is in good standing with this agency. �. 2. The above entity is currently exempt from tax under Revenue and Taxation Code Section 23701d. ❑ 3. Our records indicate the above entity is not incorporated. qualified, organized, or registered through the Secretary of State to transact business in California. El 4. The above entity was incorporated, qualified, organized, or registered through the Secretary of State on 09/06/1996 ❑ 5. The above entity has an unpaid liability of $ for account period(s) ending • O 6. Our records do not show that the above entity filed retums for account period(s) ending ® 7. The above entity was revived effective 09/03/2008 [] 8. The above entity's current address on record with this agency is: ❑ 9. We do not have current information about the above entity. Comments: ASSISTANCE Telephone assistance is available year-round from 7 a.m. unbl 8 p.m. Monday through Friday. Frorn January through June, assistance is also available from 8 a.m. until 5 p.m. on Saturdays. We may modify these hours without notice to meet operational needs. From within the United States, cab (800) 852-5711 From outside the United States. call (not toll-free) (916) 845-6500 Website at www.ftb.ca.gov Assistance for person with disabilities: We comply with the Americans with Disabilities Act. Persons with hearing or speech impairments please call TTY/TDD (800) 822-6268. State of California Bill Jones P° 942442300 Secretary of State tee: (916) f87 -353T ��QIFOPN'' ' STATEMENT BY DOMESTIC_ NONPROFIT CORPORATION THIS STATEMENT MUST BE FILED WITH CALIFORNIA SECRETARY OF STATE (SECTIONS 6210. 8210, 9660 CORPORATIONS CODE) ENDORSED FILED In the MIS of the -.Secretary 0 01 the State of CaOfornla THE $10 FILING FEE MUST ACCOMPANY THIS STATEMENT. DUE DATE: DECEMBER 6, 1996 p�+[�Q TEMECULA VALLEY PEOPLE HELPING PEOPLE 19ry8608 DO NOT ALTER PREPRINTED NAME. W ITEM 1 IS BLANK, PLEASE ENTER CORPORATE NAME LE, SES' P) $ Y ° 1ta.° Pc LASE`TYPE, OR USE BLACKINK WHICH WOULD BE?SU1T4SiE'<., Nov 17 1997 BILL JOBES; S81'1" of 8181 DO NW WRITE )N THIS SP/ THE CALIFORNIA CORPORATION NAMED HEREIN, MAKES THE FOLLOWING STATEMENT I0B. NAME AND ADDRE55 OF THE MANAGING AGENT DENNY MIGTITI ADDRESS SAME. AS ABOVE 2. STREET ADDRESS OF PRINCIPAL OFFICE - ((F NONE. COMPLETE 3.30) 40].47 HOLDEN CIRCLEJ (00 NOT USE P.O. BOX MO.) SURE OR ROOM 2A. TEMECULA, CA CITY AND STATE 2 _ F, 3. MAILING ADDRESS SAME AS ABOVE SORE OR ROOM _ 3A. CITY AND STATE F THE NAMES OF THE FOLLOWING OFFICERS ARE: 4. CHIEF EXECUTIVE OFFICER DENNY MIGHELI. 4A. STREET ADDRESS (SEE REVERSE SIDE) 40147 HOLDEN CIRCLE 45. CITY AND STICTE ' TEMECULA, CA c S. SECRETARY - JANNETTE HALE 5A.STREET ADDRESS (SEE REVERSE.. SIDE) 40147 HOLDEN CIRCLE 56. CITY AND STATE TEMECULA, CA 6. CHIEF FINANCIAL OFFICER DENNY MIGBELL• 5A. STREET ADDRESS (SEE REVERSE SIDE) SAME AS ABOVE S0. CITY AND STATE DESIGNATED AGENT FOR SERVICE OF PROCESS p, BH°REAP( MS 7RAANNO B OI FORERSE *105 OT rOaRIAO 1SIOON. T. NAME ... - DENN-Y MICHELL% B. CALIFORNIA STREET ADDRESS IF AGENT 15 AN INDIVIDUAL (00 NOT USE P.O. BOX) DO NOT INCLUDE ADDRESS -IF AGENT 15 A CORP( SAME AS ABOVE COMMON INTEREST DEVELOPMENT ASSOCIATION SEDDoN 1a50. ET PEO-. CIVIL CODE S• ❑THIS CORPORATION IS NOT AN ASSOCIATION FORMED TO MANAGE A COMMON INTEREST DEVELOPMENT (IF THIS BOX t5 CHECKEI PROCEED TO NUMBER 11.) 10. .THIS CORPORATION 15 AN ASSOCIATION FORMED TO MANAGE A COMMON INTEREST DEVELOPMENT UNDER THE DAVIS-ST1RLIN COMMON INTEREST DEVELOPMENT ACT. (IF THIS BOX IS CHECKED. COMPLETE 10A AND (OB.) 10A. BUSINESS OR CORPORATE OFFICE SAME AS ABOVE I0B. NAME AND ADDRE55 OF THE MANAGING AGENT DENNY MIGTITI ADDRESS SAME. AS ABOVE City of Temecula 43200 Business Park Drive•PO Box 9033•Temecuta•California 92569-903.3 (951) 694-6430•FAX (951) 694-6479 FISCAL. YEAR 20 i 0.20 1 COMMUNITY SERVICE FUNDING PROGRAM POLICY The City of Temecula, in its fiscal year 2010-11 budget, has allocated funds for community service programs within the City of Temecula. PURPOSE The purpose of this policy is to establish processing and evaluation criteria for funding requests received from community-based organizations that provide community service programs to Temecula residents throughout this fiscal year. GENERAL POLICY The City receives requests throughout the year for financial assistance from various organizations that provide a variety of services within the community. It is the City's policy to channel all requests through an annual review, thereby ensuring that all requests are evaluated equitably and consistently to enter into agreements for specific measurable services and to ensure that recipients are held accountable for providing the agreed upon services within the specified time frame. FUNDING PHILOSOPHY Requests for funding received from organizations will be considered during a specified period. Due to limited resources, not all requests can be funded It is not the City's intention to fund each request received but rather to evaluate each proposal and provide funding to those organizations which most effectively serve the needs and improves the well-being of the residents of Temecula. The City will give special consideration to proposals that replace or enhance services the City is responsible for providing. The City also puts a higher priority on projects that have a broad community appeal. The City Council encourages a goal of self-sufficiency for all local organizations. The City Council supports providing grants to organizations that have demonstrated their effectiveness in raising funds and volunteer services for their programs within the community. The Council discourages an over -reliance on City financial assistance to maintain such programs on an ongoing basis. Therefore, all organizations requesting funds from the City should continue efforts to develop stable To be eligible for funding, organizations: • Must be tax exempt; • Must be non-profit; • Cannot include salaries as part of their funding request; • Cannot include scholarships to high school students as part of theirfunding request; • Cannot include debts as part of their funding request; • Eligible individuals must be Temecula residents. GUIDELINES The program or service should benefit the general community of Temecula residents: The maximum allowable funding award is $5,000. COMPLIANCE Funds received from the City should be expended prior to June 30, 2011. Proper documentation to substantiate the funds received and expended should be provided to the City by September 1, 2011. If the funds are not expended in accordance with the approved purpose, the organization will be required to refund the amount of funds. Failure to provide proper documentation may jeopardize any future funding. TIMELINES • Thursday, July 15, 2010 Applications are available at City Hall and on the City's website at: http://www.cityoftemecula.org/Temecula/GovernmentlFinance/Comm unityFunding • Wednesday, September 15, 2010 - Deadline for submitting applications. November 2010 - Award recipients will be announced. CRITERIA In making funding determinations, the City's Community Service Funding Ad Hoc Committee will consider the following criteria: A. Is the organization currently non-profit? B. Does the organization provide a service to the overall community? C. Is the size and make-up of the organization equipped to provide the program/service to the overall community? D. What is the public reaction to the group? E. Does the organization have a high quality level of fiscal management? F. Is the group well organized to ensure longevity in the City of Temecula? G. Is there evidence of satisfactory service provided to the City's citizens? 2 Is the organization free from discrimination based on race, color, creed, nationality,.. sex, marital status, disability, religion, or political affiliation? Does the organization require attendance or participation in any political; religious or social activity? Can the:: organization provide: financial statements (prepared using an appropriate method of accounting)to demonstrate sound financial management? Can the organization provide a budget for the fiscal year of request demonstrating cost-effectiveness? Does the organization make its services available to ail? M. Does the organization possess ongoing program evaluation tools? DIRECTIONS A. Detach the Application from the Policy. B. Complete the application, filling in all of the blanks. Secure any attachments with staples. C. Do not attach more than is requested. D. Submit the original, plus one copy of the Application to: Mail to: Deliver to: City of Temecula Community Service Funding Attn: Judy McNabb P.O. Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Due to the large volume of applications submitted for this funding program, the City is unable to accept applications via fax or e-mail. If you have any questions please contact Judy McNabb at (951) 694-6432. 3 CITY OF TEMECUL . FISCAL YEAR 2010-1 1 COMMUNITY SERVICE FUNDING PROGRAM P1ease Print Amount Requested: $_5 G' 0 0 (Maximum allowable $5,000) Project Name: / G Project Start Date: p q Project End Date:_ean / / CC Name of Organization: Contact Name:-7JL F}N° / • Ki��, Mailing Address: ACV/ r9?/ f Isintneketi Year Organization Founded: Number of Paid Staff:_ /OjVg Number of Volunteers: Geographic Area(s)Served: r, yE/sig L=v Is this organization incorporated in California as a non-profit organization? Yes No Effective Date: 7 q t$ If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: ti Lt.c_y Federal identification number: State identification number: If "no": ------ Name of sponsoring organization: Federal identification number. State identification number. This application has been authorized by the organization's: Executive Committee Board of Directors Application — Page 1 Members -at -Large Internal Revenue Seni District.. Director --- -Veterans'-of -Foreign-Wars 4089 Temecula -.42820-Tierra Robles_ Temecula. CA 92390 Department of Treasury P.O. Box 2350 Los Angeles, Calif. 90053 Person to Contact: E. Knight Telephone Number: (213) 688 4553 Refer Reply to: EP/E0:E0G-2 Date: JUL- 2-5 1984 . Dear Applicant: Your application for exemption from Federal income tax as an organization described in section 501(c)(3) of the Internal Revenue Code has been considered. Information submitted discloses that you are affiliated with the Veterans of Foreign Wars Department of California. Our -records indicate that in June of 1958, a group exemption was issued to that organization, holding it and its subordinates to be exempt. You should contact the above organization to establish your exemption from Federal income tax under their group exemption. Very truly yours, 1 District Director QUARTERMASTER'S' DETAIL OFRECEIPTS AND DISBURSEMENTS - -" VFW P05T.4IOD FOR RE PERIOD 0F: JULY (-312010... MEETING OF: AUG 10, 2010` - - -- - '- -- 7/7/2010 8-30/7-12/3/4 - -.......,.., - 58/.25 vMO,,a. CC3219 _ ut0 UN0tMtNTS. CANTEEN SUPPLIES AMOUNT' 175.05 7/152010__.. _._ - 758/7/8/9/10... _... _.468.00 --.. 3/80.. JUN PH &I -NE/ - - - 7/152010 - HAI' DONATIONS - - 32.50 CC3219 BBQ SUPPLIES -132.83 - 25.34 7/152010- _-- STATE CONVENNUN PH BILL PAY BACK -- 6.02 0 440 CK MISSING FROM/// DEPOSIT 40.00 7212010 7-1211&14/15/16/1/ /48.50 CC3219 PRINTER PAPEH 8.47 7/21/2010 - - - - NATL HOME-JUL MIS - 28.00 3//B INV 726399 FOR JULY 255.00 7212010 - MISC - -- -- - - - 0.02 _. 3718 INV /26399 FOR JUNE- - - _ 16.00 7/262010 7-192021/2223/24 921.50 3779 JUL IV 74.98 728/2010 FOOD 13.60 CC0984 JOSE MART INEZMBRSHIP 21.50 -' - - 7292010-. . . LIFE MBRSHIP PAYBACK - - - - 900 - CC3219 - CANTEEN SUPPLIES- - . - 20,84 PHONE -. JUN-JUL WATER ME TER MAIN - 802.18 PHONE JUN-JUL WATER MEI ER IN BACK 118.69 CC3219 BBQ SUPPLIES 36.78 CC3219 CANTEEN SUPPLIES 24.75 CC3219 CANTEEN SUPPLIES - 22.82 CC3219 CANTEEN SUPPLIES 21.50 3781 JUL PH al -NET 132.25 -. - - - - CC3219 CANTEEN SUPPLIES . 118.09 -. - _.... CC3219 'CANTEEN: SUPPLIES 33.69. 083219 _ . CANTEEN SUPPLIES _ 14.25 CC3219 890 SUPPLIES 7.00 3/82 81-000 BOXES RORIPAUGH GRANT 252.00 CC0984 20 QTR SALES TAX 627.00 CC0984 2D OR SALES TAX PH PMT CHARGE 15.68 Total beposRs 2,812.29 Statement of Funds Distribution of Receipts/ Disbursements & Cash Bal. National & Department Dues Application Fees Post General Fund Post Relief Fund Post Dues Reserve National Home Fund Post Canteen or Club Fund -Building Ac aunt-Rodpau9NCty Grant TOTALS... Check Book Balance Bank Statement Balance VARIANCE This is t0 certify that this report has been audded & found correct Trustee 1 Trustee2 Trustee 3 Cash Balance Receipts For Disbursements Cash Last Report This Pedal for the Balance Period This Period 327.70 90.50 - 289.23 46.02 1,953.53 - 9876 15.02 194.00 28.00 1012.45 2,723.25 1,695.11 - 288.80 21.50 2,718.17 252.00 6,561.28 2,812.29 3,276.47 6,097.10 6,097.10 327.70 90.50 48.45 1,953.53 92.28 222 00 1,919.53 1.443.11 6,097.10 DATE 2010 JULY 0 7/1b12010 7/15/2010 7/15/2010 • 72112010 7/21/2010 7/21/2010 7/26/2010 7/26/2010 7/29/2010 FROM/TO AN CANTEEN SALES DONATIONS. DEAN KLOCKENTEGER CANTEEN SALES MEMBERSHIP DONATIONS CANTEEN SALES DONATIONS VFW NAT'L'HOS REASON Si -1/2/ /4 75/6/7/8/9/10 HAT. DONATIONS STATE CONVENTION PH BILL PAY BAC /-12/13/14/15/18117 NAT'L HOME-JUL MTG MISC 1-19/20/21/22/23/24 FOOD LIFE MBRSHIP PAYBACK 010 7/6/2010 • 7/6/2010 7/72010 7/92010 7/12/2010 7/12/2010 7/12/2010 7/122010 1/122010 7/13/2010 • 7/132010 7/19/2010 7/19/2010 7/19/2010 7/21/2010 7/23/2010 723/2010 • 7/262010 7262010 7/262010 • 7/27/2010 7/29/2010 7/29/2010 •.W • VERIZON VONS - DEPOSIT CORREC PION OFFICE DEPOT 'CATE CITY BEVERAGE GA I E CITY. BEVERAGE DISH VFW NArt. :HOS CVS RANCHO CA WATER DISI RIC f RANCHO CA WATER DISTRICT HOME DEPOT ALBERTSONS CVS VONS VERIZON CVS STALER BROS AAFES EN SUPP JUN PH 81 -NET BBQ SUPPLIES CHECK NO. K amity 1329 BANK STMT CASH 8 BANK RECEIVED EXPENDED 6,561.28 468.00 32.60 6.02 746.50 28.00 0.02 921.50 13.50 9.00 bwezeirgeaa 5r917115,5,05re 1J/5.05 132.83 NATLLDEPT DUES RECEIVED EXPENDED 327.70 0.00 APPLICATION FEES EOEIVED EXPENDED 90.50 )v.va582:fl'stf>!8{`#i<titQ'w`fi°v„e!".�ns`ip54»a. 817171777417487 POST GENERAL FUNb RECEIVED ' EXPENDED 289.23 32.50 0.02 13.50 migareng 840 CK MISSING FROM 7/7 DEPOSIT PRIN ER PAPER INV 726399 FOR JULY INV 726399 FOR JUNE JUL TV JOSE MAR TINE2 MBRSHIP CANTEEN SUPPLIES JUN-JUL WATER METER MAIN JUN-JUL WATER METER IN BACK 880 SUPPLIES 'CANTEEN SUPPLIES 'CANTEEN SUPPLIES CAN TEEN SUPPLIES. JUL PH 81 -NET • EEN SUPPLIES CANTEEN SUPPLIES LOPEZ MKT WESTERN EAGLE FOUND 'CA BD OF EQUALIZATION CA BD OF EQUALIZA DON CANTEEN SUPPLIES BBQ SUPPLIES 003219 003219 3778 3/16 37 /9 000984 003219 PHONE PHONE 003219 003219 003219 0C3219 3781 003219 003219 CC3219 25.34 40.00 8.47 255.00 189.Oo 74.98 21.50 20.64 909.18 116.69 38.76 24.75 22.82 21.50 132.25 118.09 33.69 14.25 8.4-/ 74.98 38.78 13225 8FOOD BOXES RORIPAUGH GRANT 2D Q TR SALES I AX 2D QTR SALES TAX PH PMT CHARGE 003219 3782 C00984 000984 8097.10 I 2812.29 9373.57 609/10 7.00 252.00 627.00 15.68 3276.4/ 0:00 327.70 327.70 0.00 0.00 0.00 90.50 90.50 0.00 46.02 335.25 48.45 7.00 288.80 RECEIVED EXPENDED RECEIVED EXPENDED RECEIVED EXPENDED • 194.00 • RECEIVED EXPENDED 1,912.45 587.25 468.00 746.60 921.50 RECEIVED EXPENDED 1,695.11 132,83 255.00 180.00 909.18 116.69 118.09 627.00 0.00 1953,53 113.78 222.00 4635.70 1695.11 1953.53 92.28.. 222.00 1919.53 1443.11 TATEMENT To actively assist Temecula Valley Veterans, their families and families of POW/MIA's to obtain essential services, rehabilitations, education, and work placement as well as any eligible compensation. d gratitude for their sacrifices is e image an attitude reflecting contributes to the prosperity Adopt -A -Unit econ Camp Pendleton & Alpha ompany 250 MI Bn, March ARB Provide Food Boxes for Needy Families of those Deployed through Camp Pendleton Family Readiness Services and Alpha Company 250 MI Bn, March ARB. Cost $28. per month/per family i.e. 20 families/year = $6,720. Provide Maternity Baskets for New Moms of those Deployed. $30. per family including donations. We have filled -10 baskets todate for the current need. We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: 2,E/v'E AzoeicEiv--rs /2` VP/A) toos r 0hal3 inff-.Vo10.CRi NAME and TITLE (Please Print or Type) pit s--PKsg%/ N0-- 2oog_'Sd©ry D /.6:5 .-R'D/ L 3' »WYI L/A-R/ SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: DE -,4-"I XLOc kc=N-r-fGS2 C�Ori'YJ woEn-, e07—ac/Z� NAME and TITLE (Please Print or Type) C/A_ex 4-//t.' A 0 f L➢ _. rA0 f� SIGNATURE: ,c J,efl %! ORGANIZATION NAME: 7: V. VtTER /VS D /= r=0 AE/ C /V WAIS POSE" 411)27 MAILING ADDRESS: . d"Pl 7C 7)/47_ /i D, rich Eta C 4 / (1- gaslc) TELEPHONE: 757, I.76, /5-1-// DATED THIS / /) e v)5z-/2. , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Annliratinn - Pane 5 September 10,2010 City of Temecula Finance Department 43200 Business Park Drive Temecula, CA 92590 VFW VETERANS OF FOREIGN WARS POST 4089 28075 DIAZ ROAD TEMECULA, CA 92590 CIIV of TRVIFCIIIA SEP 1 0 2010 FINANCE DEpli Attention: Judy McNabb Dear Ms. McNabb: Enclosed please find our 2010-2011 Community Service Funding Program Applications which have been properly executed by the VFW Post Commander, Dean L. Klockenteger. Please do not hesitate to call if you need additional information or have questions. Sincerely, Sik/tX 01Wtai, fa) Dean L. Klockenteger (./ • Commander 2007-2010 DLK/ik Encl CITY of TE1VICIRCULA. Chy of Tr4 34 0)-110VU2 z zyv� FISCAL YEAR 2010.1 1 SEP 1 5 2010 COMMUNITY SERVICE FUNDING PROGRAM API! (Please Print or Type) PROJECT INFORMATION Amount Requested: $ I/ ago • O (Maximum allowable $5,000) Project Name: ikeeet J cGt'r e+ tigkkiC- ornizat Project Start Date: /02 d./ 0201D Project End Date: I- 30- a.o// V C UvN5 o -h7ce;3n (,OGrs ORGANIZATION INFORMATION Name of Organization:�// V�P[ln/ V � 4"Z t % (� t Contact Name: c 1 e/fatw Title/Position: VA/4. YJG'd/d Mailing Address: po yS' si »a R44 Telephone: Ca (qs) y/9' D.i? Year Organization Founded: /9n Number of Paid Staff: O Number of Volunteers: 9C� 'flein Geographic Area(s) Served: �8rt7Y° e a°., 1/�77 Is this organization incorporated ininCalifomia as a non-profit organization? Yes L No Effective Date: 1 z sem . 71 If "yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: Federal identification number: .2.2 —DOa.?o& Sat. £� - 79SfrF' State identification number: If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee X Board of Directors Members -at -Large Application — Page 1 PB � Departrrent of the ;ream. Internal Revenue Servia 1V1� FRESNO, CB 93888-- VETERRMS_OF FOREIGN WARS DEPARTMENT OF CALIFORNIA 29000_ PUJOL TEMECULA to 92390 In r�piy refer to: 8902SS'... Sep- 26, -1989 - LTR 147C - ... 33-0028024 0000-00 000. 032= Employer:Identi-ication-Humber= 33-0028024 Dear Taxpayers Your employer identification number is 33-0028024_ Please keep this number in your permanent records_ You should enter your name and your identification number, exactly as shown, on all Federal tax fors that require its use, and on any related correspondence or documents. SI you have any questions about this letter, please write to us at the address shown on tbta letter. If you prefer, you may call the II telephone number listed in your local directory_ An IRS employee there may be able to help you. but the office at the address shown on this letter is most familiar with your case. If you write to us with questions about this letter, please provide your telephone number and the most convenient time for us to call so we can contact you if we need additional information_ Please attach this letter to any correspondence to help us identify your case_ Kee the copy for your records_ Thank you for your cooperation. Enclosure(s): Copy of this letter sr) Sincerely yours, G. t. Joly Chief, Inquiry and Support Section Internal Revery _ ;Se Depat ;eni of Treasury District Directs P_O_ Box 2350 Los Angeles, Calif. 90053 Veterans !Foreign Wars Post 4089 Temecula 42820 -Tierra -Robles Temecula, CA 92390 Person to Contact: E_ - Knight Telephone Number: (213) 688--4553 . -- ReferReptyto: EP/ED:BOO-2 Date: JUL 2 5 1984 . Dear Applicant_' Your application for exemption from Federal income tax as 'an organization described in section 501(c)(3) of the Internal Revenue Code has been considered Information submitted discloses that you are affiliated with the Veterans of Foreign Wars Department of California_ Our -records indicate that in June of 1958, a group exemption was issued to that organization, holding it and its subordinates to be exempt. You should contact the above organization to establish your exemption from Federal income tax under their group exemption_ Very truly yours, District Director QUARTERMASTER'S DETM GFRCEIPTS Al URSEMENTS FORT4088 FOR THE PERIOD OF: DECEMBER 1312000 RECEIPTS AMOUNT Cheeks MEETING OF: JANUAR2010 DISBURSEMENTS AMOUNT 12/312009 PER CAPITA REFUND 40.60 003219 CHAIR PARTS 12.79 12/9/2009. 12/9/2009 11-30 12412/3/4/5 WEF biffST BURRITOS 506.00 003219 DINNER SUPPLIES 100,39 138.00 003219 CAN iEbN SUPPLIES 190,09 1259/2009.. Bea 150.00 003219 DINNER SUPPLIES 44.12 1211712009 RORIPAUDH FOUNDAI ION 7 600.00 12172009 1217/2009. 12-7/8/9/10111/12 ERIC RUDD 534.00 3712 CAN raN SUPPLIES 204.86 3/15 001 OBERPES1 FOOD 170.58 20.00 3713 CANTEEN SUPPLIES 204.00 12/17)2009 QUINTON LEMORRIS REEDP 20.00 3718 12/17/2009. MISC 20.00 3711 CANTEEN SUPPLIES DEery 199.60 72,98 12/1712009. . 1228/2009. NATL HOME 12.14/16/18/17/1BN9 2100 003219 PROPANE 43.48 714.00 003219 12,31/2009 12-22123724/28127 323.50 003219 CANTEEN SUPPUES/WINE DINNER SUPPLIES 88.78 144.05 12/31/2009 WILLIAM MEYbR 35.00 C03219 DINNER SUPPLIES 89.01 • 121312009:• 12.28/29/30 112./6 000984 bRIC RUDD 21.50 371/ SEMI ANNUAL PAYMENT 323.28 3/18 5GRAN1 BOXIS 140.00 3709 DEC LEASE MINUS NOV PEST -CONTROL 775.00 3720 DJ FOR CHRISTMAS PARTY 50.00 3710 3719 289 MGRS a 5.50 PER MEMBER AWARDS OWNERS FOR ATTENDtS 144.50 144.00 003219 CANTEEN SUPPLIES 107.85 003219 CAN (BEN SUPPLIbS 26.97 total Deposita Statement of Funds Dietibution of Receipts/, Disbursements &,Cash Bel. National & Deperlment Dues Application Fees: Poet General Fund Post Relief Fund.. Poet Dues Reserve Netlor "ome Fund Poet ( - n or Club Fund Sulldln-:'.:haunt/ T•T LS. Check Book Balance Bank Statement Balance VARIANCE 9,936.76- Statement ,93&7r This Is to thatthis be'/J� has been audited . andtound conact Cash Disbursements Balance Receipts For for the Last Report This Period Period 1,327.70 90.60 345.99 3,332.08 431.70 29&28 1,270.82 444.40 • 7,848.60 1,770.90 140.00 75.00 21.60 25.00 323.28 1,989.25 1,021.92 Cash Balance This Period 1,327.70 80.50 8,421.59 3,192.08 485,20 2,238.46 444.40 ,641 .. . . . ,2 : 14, ...0 14,199.00 14,199.90 3277,20 d 1 V TRUSTEES' REPORT OF AUDIT OF The Bods and Ramada tithe QuartemunteradAt$uternot 23/Riverside .14o$9 Depdb neof- California for me F;xat Quarteras �9mER�7...:_ CouNy/PostNo.) FISCAL QUARTERS- _..-Jan 1 to fAar .:.ANr76a.hm 30•- ...AY1to Sep 30 .bo=th Dec FIRI0S _.... _.. Net Cash Balances. at Beginning of 10. Quarte.._._ -._Receipts `.. During Quarter 11._ __ _. Expenditures During Quarles,et 12. _ Net Cash Balances End amber ff _. 1. Hama' and DeparbnendDues ('erCagle Tax) _ .. _ _ _ $ _._ _ 1,327.70 $ __ 0.00 ..__ 0.00 $ _._..1,327:70 2. Admteston orApp6cabon Fees (Depwtmen9 S 9050 S 0.00 0.00 $ 90.50 & Post General Fund S 3,157.47 $ 9560.02 6295.90 - $ 6,421.59 4. Post Relief Fund (Poppy Profits, Donations, et) . S 3,673.65 S ..606.82 1,088.41 S 3,192.06 5. POet Dues Reserve Fwid (See Sec. 210, Ma,w dofProcedure) $ 490.70 $ 145.00 15050 $ 485.20 8. Post Home or.Building Fund (ung Sarongs butNotReal Estate $ ..444.40 $ 0.00 0.00 S 444.41) T. Post Canteen orClub Fred -......... S -- 1,45955 S 6,299.50 5,520.60 $ 2,238.45 8. National Home S 241.26 $ 82.00 " 323.26 $ 0.00 9.Accruais I S 406.00 S 0.00 406.00 $ $ $ .0.00 $ $ S 1 9. Bonds and Invesbnets Not Credited to Funds S $ _ $ 14. TOTALS. $ 16,093.35 13,784.67 $ 14,199.90 S 11,29123 18. OPERATIONS Have remand payroll deductions b Have payments been made tome proper State and Federal agencies It : Have sales taxes been collected ar : Are dub employees bonded Amount of outstanding nus g Value of Real Estate - g int 01Iabiity insurance 3 Owed on mortgages and bans S Value ofpersaulproperty S Amount of properly insurance rance - S NIA 15 X N/A 1,000,000.00 N/A 20.000.00 N/A RECONCILIATION 0F FUND BALANCES Checking Account Balance Less Odstandrg Chad's Actual Balance Savings Account Balance Cash on Hard Total Bonds and inveskrients (cost value) Total S 14,189.90 S 14,199.90 14,199.90 14.199.90 to TRUSTEES' ANDCOwIAN08t's CERTIFICATE OF Date lids Is to cagy tanwe for awaited aaaaaaas) have waged the boob am meads of 4e Aerie and Ountetmaster. for tepee" Quartrendaq 31 DEC 09 In accordance alba Nana 9y-taasandtheta* .. aaua the beater our knowledge ad beget Al sachem and ducks have been s : arced =Mend countelsItMet Post Quartermaster LAX_lesltta u Signet vcd ZOOM Thee Road Temecula. CA 92590 (Maass) This is to malty that the Office ofMe Quartermaster is boded with the amount WS 19,000. until August ,2010 ,ad and belief. l3, 20F0 Signet ! /fig":' ! Trustee Traveler's.,.-.: t' Suety co. of America in ' 4j�/_•,�;.. lomat best of my km:Sedge , r. P7 'a -0A -c- -24 To actively assist veterans and families, families of POW/MIA's in obtaining essential services, rehabilitations, education and work placement as well as any eligible medical or disability compensation. To ensure that our support and gratitude for their sacrifices is ongoing by fostering a positive image and attitude reflected well within the community. Goal: The goal of the VFW Post 4089 for the purposes of this grant is to support our Veterans Service Officer, John Daub, by purchasing equipment needed so that he can carry out his job effectively. John Daub works out of the Temecula Vet Center on a weekly basis. The computers at the Temecula Vet Center are open to the public and not appropriate for working with veterans (information must remain confidential). He has to leave the room where he interviews the veterans and go to a separate room, where the computers are placed close together and enter the information. It is difficult to keep the veteran's information confidential when sitting so close to other service officers and computers. John Daub works with over (30) thirty veterans a month, preparing and filing claims on their behalf. Objectives: At this time we are requesting the funds to purchase a laptop and related equipment so that Service Officer John Daub may (1) meet and greet veterans at any convenient location for both John Daub and veteran (some are disabled and/or in hospital and unable to make it to Temecula Vet Center; (2) interview the veteran; (3) look up records of the veteran while sitting there with the veteran; (4) prepare and file the claim with the veteran's information, approval and signature. John Daub has served over 3 years as the VFW 4089 Post Service Officer and has been promoted to VFW Field Service Officer. Ile isa-Vietnam Veteran (two tours/Army/Captain), graduated from Hastings College in Nebraska with a BA in History. He has helped and assisted many returning troops and veterans in claiming benefits for their medical and physical ailments and/or disabilities. He has proven to be a valuable resource, both to the veterans and Temecula. If awarded the funds requested, the monies will be spent as follows to purchase equipment so that John Daub, Veterans Service Officer, may do his job more effectively, conveniently, while also protecting the confidentiality of the veteranS. 1 Dell-Inspiron Laptop/Intel Pentium Processor/15.6 Display/2GB Memory/250 GB Hard Drive -Obsidian Black (selling price: 499.99) 1 Brother-MFC-J630W Wireless All -in -One Printer (SP 149.99) 1 Microsoft Office Home&Business 2010 (SP $199.00) 2 Brother -Ink Cartridge- Black 2 Brother -Ink Cartridge -Color 2 Multipurpose Paper- Case 1 NETGEAR-RangeMax Wirelss-N 150 Router (SP $49.99) 1 Cables, etc Taxes Total request of funds= $1,250.00 PAST -PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. nfr- k,,..)/./ Application — Page 4 We hereby certify the information contained in this application is true to -the -best of our knowledge and belief. PREPARED BY: C Aery I 2. ..0 t 1v // jje..I/��+u�-t"+ / NAME and TITLE (PleaserPrint or Type) Ya SIGNATURE: CQ#A-4-1- AUTHORIZED OFFICER: fi%7 PRESIDENT or AUTHORIZED /t /,/ 2. . � / � /D4 vri✓.o otiozg es, NAME and TITLE (Please Print or Type) SIGNATURE: ORGANIZATION NAME: MAILING ADDRESS: fan 2.5" a / /4 -) 9439V' TELEPHONE: (9;?) e76 - le5-9/ DATED THIS /5 t of �"l , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 tf16� CITYOF TEMECULA SEP 1:5 2010 FISCAL YEAR 2010.1 1 iNANCE DEPT COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (P/ease Print or Type) PROJECT INFORMATION Amount Requested:$ 5,000' Project Name: Mourning Star Center - Murrieta (MSC) Project Start Date: January 1, 2011 Project End Date: June 30, 2 011 (Maximum allowable $5,000) Ss Name of Organization: VNA of the Inland Counties (VNAIC) Contact Name: Doug Morin Title/Position: Director of Development Mailing Address: 39815 Alta Murrieta Dr., Ste C-4, Murrieta. Ca 92S6'1 Telephone: (760) 773-6261 Year Organization Founded: 1931 Number of Paid Staff: 1 Part time Number of Volunteers: 4 plus 3 awaiting training Geographic Area(s) Served: South Riverside County including the City of Temecula Is this organization incorporated in Califomia as a non-profit organization? Yes X No Effective Date: 09/1960 ryes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: September 1960 Federal identification number. 95-1641973 State identification number. 910-2503-1 If "no": Name of sponsoring organization: Federal identification number. State identification number This application has been authorized by the organization's: Executive Committee Board of Directors X Application — Page 1 Members -at -Large FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. - - MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. The mission of the VNAIC is to provide home health and hospice care to everyone in need, regardless of their ability to pay. From July 1, 2009 through June 30, 2010 we provided these services to 389 home health patients and an additional 113 hospice patients who resided in the. City of Temecula.. Additionally, the VNAIC provides a multitude of health related community service programs, such as community education, bereavement care and the Mourning Star Center, a free program that provides grief support to children and teens, aged 3 to 18 years, who are grieving the death of a parent or sibling. Now in our 79th year of continuous service, (7 years in the Temecula/ Murrieta area) the Mourning Star Center is available to anyone in the community regardless of any prior affiliation with the VNAIC. We provide Mourning Star services in other areas of our Agency's service area, including Palm Desert, Victorville, Riverside and Banning, and have recently recognized the .need for these special and unique services in the southern Riverside County area. As has occur- red in these other areas, our Agency's Development Department works to develop relationships with current and potential donors in the area, as wellas businesses and foundations to ensure sustainability of the program. Special events are also planned for, and the Agency commits to long term, sustaining funds while donor relations develop. Application - Pace 2 How will your organization use the funding awarded? Describe the project, projectobjeclives,thoseserved, area serviced, and number of volunteersinvolved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Funds awarded from the City of Temecula would provide the initial funding to start one newsupport group for between 1 to 10 rhiiAron/ teens. Initial costs include costs related to volunteer trMning and support, and, program materials and supplies. The VNATr aggnmos unfunded costs for administrative expenses such as occupancy phnnas and the majority of salary related expenses. Funding from thiq request would create a new group to begin in January of 2011 and run through the remainder of the program year, or May/June of 2011 Children participating in this group will be identified this fa11 through outreach conducted to Temecula schools and community organ- izations. All of the children will be grieving the death of a parent, sibling -.or other close loved one such as a grandparent. While in the group, children will be encouraged to share their emotions and iden- tify appropriate and healthy coping skills to deal with them Phi occurs through play and art projects and guided discussions Research clearly demonstrates the need for such services and we include one attachment - "Why Centers For Grieving Children Matter" - for your information and consideration. In the 2009/2010 program year the Temecula/Murrieta Mourning Star Center served a total of 15 children and has interest from as many children again for the coming program year. The Development office of the VNAIC is actively soliciting individual and community donations, requesting grant fund- ing and planning fund raising activities to benefit this program. Application - Page 3 PAST PROJECT BENEFITS If your organization received City of Temecula funding in the previous year, please explain and show how Temecula residents benefited. Not applicable. Application —Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief_ PREPARED BY: Doug J. Morin, Director of Develonment NAME and TITLE (Please Print or Type) SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: Lynn M. Campbell, President and CPO NAME and TITLE (Please PNM wry,* SIGNATURE ORGANIZATION NAME: Visiting Nurse Association of the inland Cn„nriee MAILINGADDRESS: Attn: Development Department 6235 River Crest Dr. Ste L Riverside ria TELEPHONE: (760) 773-6261 Q.7507 DATED THIS 13th (Date) (Month) of September ,2010. BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mal Completed Applications to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 Why Centers for Grieving Children Matter Attachment 1: City of ;amecula Grant Application. Why Centers for Grieving Children Matter Families can encounter physical, emotional, psychological, spiritual, financial and geographic upheaval after a loved one's death. Children need nurturing, attention, love and stability during the grieving process, but unfortunately; often: their parents and other family members are dealing with their owngrief and cannot always be emotionally present for their young ones. When support services for the bereaved are present in the community, families can gain strength by learning to grieve well together. But some children, who do not have the language skills to express their anger and frustration, may become introverted, depressed, act out, start fights, refuse to leave the presence of a surviving parent, or struggle to attend classes and complete schoolwork. For teens and young adults, unresolved grief can lead to addictions to alcohol and drugs, criminal behavior such as gang violence, self-mutilation, dropping out of school, and sexual activity that may result in untimely and sometimes unwanted pregnancies. Frequently, these young survivors run households, pay bills, comfort one or both parents, and often put their own grief on hold while the parent or parents are grieving. Then, some time later, when the parents are feeling stronger, the roles reverse and the teen will begin to experience their own personal grief. But peers, teachers and even their own family are now asking "shouldn't you be over this by now?" If you speak with an adult who experienced the death of a parent, sibling or someone with whom they had a significant connection to as a child, they will tell you how devastated they were and how it changed their life. Studies have shown that when grief is unaddressed or intentionally suppressed because of cultural or religious reasons, these hurts are carried into adulthood only to arise in depression, poor relationships, self-esteem problems, or some form of unconstructive behavior. We cannot change the death individuals have experienced, but we can make a difference by providing an opportunity to be with other bereaved children and teens, as well as trained adults who truly understand their pain. Source: FoundationtorGrieving Children. The Mourning Star Center of the VNAIC For more information, contact: Doug J. Morin, Director of Development (760) 773-6261 doug.morin@vna-ic.org Financial Information 2010 Agency Summary Budget Balance Sheet ending 6/30/10 Statement of Financial. Activity ending 6/30/10 2010 Estimated Program Budget 501 (c)3 Tax Determination Letter 2009 Audited Financial Statement - Vistirg Nurse Association of the Inland Counties -. VNASummary For the Twelve Months Ending December 31, 2010 YTD Revenue - - - - - - Medicare - - - $46,438,909 - -Medical.. ._. . _ _.:. -_. _ 1,837,696 Managed Care 12,078,483 Facility & Seine - 773,706 Less Doubtful Accounts (330,735) Total Revenue - - - Other Income Charity Care Funding Grants Mourning Star Donations Net. Revenue from. Operations Direct Expenses: Salaries. Benefits Payroll Taxes Workers Comp Contractors 00 798,059 120,000. 56,850 61,050 237,900 61,035,959. 23,235,426 1,883,119 1,795,567 1,994,466 80.004 Total Direct Salaries & Benefits 28,988,582 Other Direct Cost Transportation 2,120191 Medical Supplies 2,433,150 Hospice Contracts 2,256,392 Physician Visits Net 18 Room and Board Net 151.132 Total Other Direct. Cost 6,960,883 Total Direct Expense 35,949,466 Net Income before Indirect Expenses 25,086,494 Indirect Expenses Salaries 14,009,290 Benefits 1,584,614 Payroll Taxes 1,149,413 Workers Cornp 206,352 Total Indirect Salaries 8 Benefits 16,949,669 Other Indirect Cost Transportation 232,737 Recruitment 84,500 Occupancy Cost 2,341,034 Dues and Membership 117,100 Equipment Maintenance 313,918 Insurance. 396,000 Consulting Purchase Services 120,100 Legal 48,000 Accounting 74,000 Office Supplies, 263,010 Postage... 93,150 Printing 162,400 Software Support 1,078,831 Telephone 984,235 Depreciation 375,000 Education, Conf, Trips 135,900 Comm Ed & NonAllow/Allow B/D 84,000 .Equip Rental & Minor 458,370 Interest Expense 137,850 Organizational Meeting 69,630 Other Admin & General Expense 203,710 Total Other Indirect Cost 7,773,475 Total Indirect Expenses 24,723,144 Total Expenses 60,672,609 Net Income From Operations 363,350 Other Income United Way Interest Donations- General - Misc Income Charity Care 36,000 12,000 27Q000 12,000 (120,000) Total Other Income 210,000 BR_TrendTree Statement of Acitivity Income Statement YTD only 01/14/10 • Visiting Nurse Association of the -Inland Counties Balance he lnlandCountiesBalance Sheet As of June 30, 2010 Current Assets Cash and Cash Equivalents .. - - $4,750,780. $4,233,538 _.. $3,900,39,.. _ - Accounts Receivables from Operations --- - -- - - 7467,863 -8,280,221- - "8,262,01 AllowanceforpoubtfulAccounts - - (591,336) (537,040) (494,74 Net Accounts Receivables from Operations - 6,876,527 7,743,181 - - 7,767,27. Assets 06/30/10 --05/31/10 04130110 Other Receivables - Current 4,097 2,106 2,25 Total Current Receivables - - _- - - : 6,880,624. 7,745,287 - - 7,769,53 Inventory Prepaid Expenses. Deposits Total Current Assets 29,816 29,816 29,81. 649,071 542,645... - 474,85_ 217,758 220,758 186,00 12,528,048 12,772,044 12,360,60 Long Term Asset and Investments Restricted Cash - Wells Fargo 1,700,950 1,700,811 1,700,65 457 Retirement Plan 68,357 74,373 73,52: River Springs LP Investments 357,209 357,209 357,20 Total Investments and Long Tenn Assets 2,126,516 2,132,392 2,131,39 Property and Equipment 6,217,302 6,217,302 6,217,30 Less Accumulated Depreciation (5,524,288) (5,496,054). (5,467,48 Total Property and Equipment 693,014 721,248 749,82 Total Assets 15,347,578 15,625,684 15,241,82 Liabilities Current Liabilities Accounts Payable Payroll and Benefits Payable Deferred Revenue - Medicare Accrued Liabilities Workers Compensation - Current Equipment Loans & Leases - Current 1,024,574 1,001,822 963,33 4,140,162 4,542,425 4,562,00 1,283,669 1,277,484 1,325,23: 474,718 452,786 491,38 666,283 563,701 549,84 198,784 210,107 221;33• Total Current Liabilities 7,788,190 8,048,324 8,113,14 Long Term Liabilities Workers Compensation - Non-current 970,473 970,473 970,47: Equipment Loans & Leases - Non-current 136,319 145,925 155,44 457 Retirement Pian 68,357 74,373 73,52: Total long Tenn Liabilities 1,175,149 1,190,771 1,199,44 Total Liabilities 8,963,339 General Fund Beginning Balance Current Surplus \(Deficit) Total General Fund Balance Fund Balance • 5,868,360 201,608 6,069,968 Temporarily Restricted Funds 116,167 Endowment Fund 25,000 Board Designated Funds 145,770 Nightingale Society Funds. 27,334 Total Ogler Fund Balances 314,271 Total Fund Balances _. 6,384,239 Total Liabilities and Fund Balance 15,347,578 BaLsM_YID Balance Sheet 9,239,095 9,312,59 5,868,360 5,868,36 205965 (242,35 6,075,325 5,625,95 123,282 25,000 136,038 26,943 311,263 6,386,588 126,76 25,00 125,09 26,39: 303,24 5,929,23 .. 15,625,684 15,241,82 Murrieta. Mourning Star Center .. Estimated Budget For 2010 Avg YTD as of lune Monthly Annualized` 30, 2010 Cost Cost Salary (only) 24,402. 4;067 48,805 Employee benefits 2,732 455 5,464 Payroll Taxes 353 59 706 Mileage 1,042 174 2,084 Office Supplies 511 85 1,022 Phones 249 42 499 Postage (PD cost) 186 31 372 Rent 6,426 1,071 12,852 Training/Education (RIVMSC Budget) 750 Total 35,902 5,984 72,554 Labor Cost and Mileage is base on Murrieta Hospice Bereavement Coordinator as of 6/30/10 Office Supplies is based on actual sent for Murrieta MSC as of 6/30/10 Phones is based on Murrieta Hospice cost (See calculation below) Postage is based on PD Cost as of 6/30/10 Rent based on per contract, Per Mark N. MSC uses about 50% of unit 6 (See Below) training/Education used Riv MSC Budget amount for 2010. Rent Calculation Monthly Rent for unit 6 % of Use 2,142.00 50.00% Monthly Cost 1,071.00 Months 6.00 6,426.00 Phones Calculation Total Phone as ofJune 30,10 4,985.45 % usage 5% Total Telephone cost 249.27 r IRS Department of the Treasury Internal Revenue Service P..O. Box.2508 Cincinnati:: OH 45201 012935 VISITING NURSE ASSOCIATION INLAND COUNTIES 6235 RIVER CREST DR STE L RIVERSIDE CA 92507-0758 OF THE In reply refer to: 0248114008 Jan.::15, 2010 LTR 4168C E0 95-1641973 000000 00 -000-12851 BODC: TE Employer Identification Number; 95-1641973 Person to Contact; Mrs Lutes Toll Free Telephone Number: 1-877-829-5500 Dear Taxpayer: This is in response to your Jan. 06, 2010, request for information regarding your tax-exempt status. Our records indicate that your organization was recognized as exempt under section 501(c)(3) of the Internal Revenue Code in a determination letter issued in September 1960. Our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) and 170(b)(1)(A)(vi). Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Beginning with the organization's sixth taxable year and all succeeding years, it must meet one of the public support tests under section 170(b)(1)(A)(vi) or section 509(a)(2) as reported on Schedule A of the Form 990. If your organization does not meet the public support test for two consecutive years, it is required to file .Form 990 -PF, Return of Private Foundation, for the second tax year that the organization failed to meet the support test and will be reclassified as a private foundation. If you have any questions, please call us at the telephone number shown in the heading of this letter. Visiting Nurse Association of the Inland Counties and Subsidiary Consolidated Financial Statements with Independent Auditors' Report For the Years Ended December 31, 2009 and 2008 Table of Contents Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Operations and Changes in Net Assets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Page 1 2 5 6 Soren McAdam Christenson LLP Certified Public Accountants and Business Advisors ....Gary L. Christenson, Kenneth N. Goddard, pl, eau.. Douglas R. McAdam, c.P.t:.... Lucia A. Powell, CP -e: - -.. James L. Soren,cp.*. Kirk G. Sun,cPA. David P. 'Nola, C.M. _ .. Roger E. Wadell, vn: - _.... Cindy R. Watts, CPA Independent Auditors' Report To the Board of Directors Visiting Nurse Association of the Inland Counties We have audited the accompanying consolidated balance sheets ofthe Visiting Nurse Association ofthe Inland Counties and subsidiary (the Organization) as of December 31, 2009 and 2008, and the related consolidated statements of operations and changes in net assets and cash flows for the years then ended. These consolidated financial statements am the responsibility of the Organization's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidateditnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe our audits provide a reasonable basis for our opinion. 1n our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Visiting Nurse Association of the Inland Counties and subsidiary as of December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. June 7, 2010 Ant )ncg.da m. aixaos-ae 1 2068 Orange Tree Lane, Suite 100 P.O. Box 8010 Redlands, CA 92375-1210 (909) 798-2222 (909) 798-9772 fax sme(a)sme-cpas.com Members of PKF North American Network and of PKF International, an association of legally independent fines and American Institute of Certified Public Accountants This page intentionally left blank Visiting Nurse Association of the Inland Counties and Subsidiary Consolidated Balance Sheets December 31, 2009 2008 ASSETS Current assets Cash and cash equivalents (Note I) $ 4,167,737 $ 2,793,242 Trade accounts receivable, net of allowance for uncollectible accounts of $325,349 and $354,729, respectively (Notes 1, 2) 7,568,871 8,974,889 Other receivables 16,057 8,473 Prepaid expenses and other assets 820,481 609,269 Total current assets Property and equipment, net (Notes 1, 3) 12,573,146 12,385,873 864,971 946,429 Other assets Restricted cash (Note 8) 1,725,000 25,000 Investment in unconsolidated affiliate (Note 4) 357,209 372,425 Funds designated to pay deferred executive compensation (Note 6) 65,998 39,400 Total other assets 2,148,207 - 436,825 Total assets $ 15,586,324 $ 13,769,127 See accompanying notes to financial statements. 2 LIABILTIIES.AND NET ASSETS Current liabilities.. _..._ Accounts payable Accrued salaries and benefits Notes payable Current portion of capital lease. obligations (Note 5) Overpayments from third parties on patient accounts Accrued worker's compensation claims Deferred revenue (Note 1) Total current liabilities Noncurrent liabilities Capital lease obligations, long-term (Note 5) Long-term portion of accrued worker's compensation claims Deferred executive compensation (Note 6) Total liabilities Net assets (Note 1) Unrestricted Board -designated Undesignated Total unrestricted net assets Temporarily restricted Permanently restricted Total net assets $ 1,679,822 4,174,410 252,334 189,415 564,044 1,330,623 8,190,648 205,718 970,473 65,998 $ 1,641,863 3,907,556 32,172 290,513. 264,840 646,410 1,046,731 7,830,085 332,902 1,003,405 39,400 9,432,837 9,205,792 93,706 426,844 5,868,365 3,905,955 5,962,071 166,416 25,000 4,332,799 205,536 25,000 6,153,487 4,563,335 Total liabilities and net assets $ 15,586,324 $ 13,769,127 3 Visiting Nurse Association of the Inland Counties -_ and Subsidiary Consolidated Statements of Operations and Changes in Net Assets Revenue and support Net patient service revenue (Note I) Contributions Other revenue Income from investment in unconsolidated affiliate (Note 4) Net assets released from restrictions Total revenue and support Expenses Program Home health Hospice services Caregivers Supporting services General and administrative Fundraising Total expenses Income from operations Other income (Note 6) Increase in unrestricted net assets Changes in temporarily restricted net assets Contributions Investment earnings Net assets released from restrictions (Decrease) increase in temporarily restricted net assets Changes in permanently restricted net assets Funds released from restrictions Decrease in permanently restricted net assets Change in net assets Net Assets Balance, beginning of year Balance, end of year Years Ended December 31, 2009 2008 $ 62,473,535 -8- 61,077,959 485,059 528,237 (65,936) 64;301 97,779 88,658 62,990,437 61,759,155 89,836 300,244 63,080,273 62,059,399 25,712,203 25,047,000 23,794 25,443,201 25,847,472 (4,189) 10,309,020 10,121,209 358,984 282,341 61,451,001 61,690,034 1,629,272 369,365 614,579 1,629,272 983,944 50,689 27 (89,836) (39,120) 1,590,152 224,564 1,060 (198,723) 26,901 (101,521) (101,521) 909,324 4,563,335 3,654,011 $ 6,153,487 $ 4,563,335 See accompanying notes to financial statements. 4 Visiting Nurse Association of the Inland Counties and Subsidiary Consolidated Statements of Cash Flows Cash flows from operating activities Change in net assets Adjustments to reconcile changes in net assets to net cash provided by operating activities Depreciation and amortization Decrease in restricted assets Provision for uncollectible accounts Loss on disposal of equipment Decrease (increase) in Accounts receivable Other receivables. Other assets Increase (decrease) in Accounts payable Accrued salaries and benefits Overpayments from third parties on patient accounts Deferred revenue Accrued worker's compensation claims Net cash provided by operating activities Cash flows from investing activities Purchases of property and equipment Distributions from investment Net cash (used in) provided by investing activities Cash flows from financing activities Principal payments on long-term debt Borrowings under capital lease obligations Principal payments on capital leases Restrictedcash to secure letter of credit Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents (Note I) Balance, beginning of year. Balance, end of year Cash paid during the year for interest Non-cash investing and financing transactions Equipment financed with capital lease obligations Years Ended December 31, 2009 2008 $ 1,590,152 $ 909,324 391,989 578,973 108,744 827,045 (7,584) (308,991) 37,959 266,854 (75,425) 283,892 (115,298) 650,564 101,521 766,534 647,818 337,929 245,847, (815,443) 275,501 (275,163) (93,728) 27,272 3,578,310 2,777,976 (432,889) 112,995 (319,894) 98,415 98,415 (32,172) 169,985 (321,734) (1,700,000) (31,133) (441,068) (1,883,921) 1,374,495 2,793,242 (472,201) 2,404,190 389,052 $ 4,167,737 $ 2,793,242 $ 300,162. $ 222,100 $ 13,614 $ - 16,605 See accompanying notes to financial statements. 5 Visiting Nurse Association of the Inland Counties and Subsidiary Notes to Consolidated Financial Statements 1. Summary of Operations and Significant Accounting Policies The Visiting Nurse Association of the Inland Counties and subsidiary (the Organization) is licensed by the State of California to provide home health and hospice services to patients, under the direction of licensed physicians in San Bernardino and - -- Riverside Counties. Revenues are derived predominantly from home health and hospice. services. VNA Caregivers, Inc., a wholly owned subsidiary, ceased operations during July 2004. The Organization dissolved VNA Caregivers, Inc. effective March I, 2010 after all worker's compensation claims against it were settled. The preparation of these financial statements requires management to make estimates and assumptions. Those estimates and assumptions affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Management has considered events occurring through June 7, -2010 -in its evaluation of the conditions on which estimates were based or for changes in conditions subsequent to the balance sheet date which should be disclosed. The financial statements were available to be issued at this date. Management also determines the accounting principles to be used in the preparation of financial statements. A description of the significant accounting policies employed in the preparation of these financial statements follows: Consolidation The accompanying consolidated financialstatements include the accounts of Visiting Nurse Association of the Inland Counties and its wholly owned subsidiary, VNA Caregivers, Inc. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompany notes to the consolidated financial statements. While management. believes these estimates are adequate, actual results could differ from these estimates. Concentration of Credit Risk The cash which the Organization has in financial institutions is insured by the Federal Deposit Insurance Corporation (FDIC): up to $250,000 at each institution. At various times throughout the year, the Organization may have cash balances at financial institutions which exceed the FDIC insurance limit. Management reviews the financial condition of these financial institutions on a periodic basis and believes thisconcentration of cash does not result in a high level of risk for the Organization. Financial Statement Presentation The Organization reportsinformation regarding its financial position and activities according to three classes of net assets. Temporarily restricted net assets include those resources whose use is restricted by donor -imposed criteria that either expire due to the passageof time or because of actions of the Organization. Permanently restricted net assets include resources whose use is permanently restricted by donor -imposed criteria that neither expire by the passage of time nor can be fulfilled or otherwise removed by actions of the Organization. Unrestricted net assets include resources that are not temporarily or permanently restricted by donor and are available for operations of the Organization without limitation. 6 Visiting Nurse Association of the Inland Counties and Subsidiary, Notes to Consolidated Financial Statements 1. Summary of Operations and Significant Accounting Policies (Continued) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or lesswhen purchased to be cash equivalents. Cash and equivalents limited for long-term purposes by donor -imposed restrictions are presented as restricted cash. Trade Accounts Receivable Trade accounts receivable are presented net of the allowance for uncollectible accounts. The Organization provides an allowance for doubtful collections based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Collection efforts are pursued on all valid receivables until appeals are exhausted or the account is deemed uncollectible. At that point, the account is written off and sent to a collection agency, if appropriate. Property and Equipment Purchased property, equipment, and leasehold improvements are recoded at cost and depreciated over their estimated useful lives using the straight-line method of depreciation in compliance with Medicare guidelines. Estimated useful lives are as follows: Furniture and fixtures 3-10 years Office equipment 3-10 years Software 3 years Medical and therapeutic equipment 3-5 years Leasehold improvements Lesser of asset life or remaining life Equipment under capital lease obligations are amortized over their useful lives. The Organization adheres to Medicare guidelines by making it a policy to capitalize any asset with a useful life of more than two years that is purchased at a cost of $5,000 or more. Federal and State Income Taxes Visiting Nurse Association of the Inland Counties and VNA Caregivers, Inc. are exempt from federal and California income taxes under Internal Revenue Code Section 501(c)(3) and California Revenue and Taxation Code Section 23701(d). 7 Visiting Nurse Association of the' Inland Counties and Subsidiary Notes to Consolidated Financial Statements 1. Summary of Operations and Significant Accounting Policies (Continued) Board -Designated Funds .. The Organization's board of directors has designated $93,706 and $426,844 of unrestricted net assets to be retained for special projects to be determined at a later time as of December 31, 2009 and 2008, respectively. Temporarily Restricted Net Assets The Organization reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or a purpose restriction is accomplished, net assets classified as "temporarily restricted" are reclassified to "net assets released from restriction" in the statement of operations and changes in net assets. Supportthat is restricted bythe donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which the support is recognized. Temporarily restricted net assets at December 31, 2009 and 2008 are restricted for the following purposes: December 31, 2009 2008 Patients with nonmedical needs $ 26,377 $ 27,127 Medical equipment — 1,781 Community education and services 140,039 176,628 $ 166,416 $ 205,536 Permanently Restricted Net Assets Permanently restricted net assets consist of endowment funds to be held indefinitely, the income from which is restricted to the Camp Erin grief counseling program for children. During 2008, a donor of permanently restricted funds in the amount of $100,000 changed the conditions for the use of the funds such that they are to be used in specified annual increments for the support of Camp Erin. Net Patient Service Revenue Net patient service revenues from patients and third -party payors are reported at the estimated net realizable amounts, including estimated retroactive adjustments under reimbursement agreements with third -party payors. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered, and adjusted in future periods as final settlements are determined. For the years ended December 31, 2009 and 2008, approximately 75 percent of the Organization's revenue was derived from patient charges under the federal Medicare program. As a result of the Balanced Budget Act of 1997, the Medicare Prospective Program Payment System (PPS) for home health agencies became effective October 1, 2000. Consequently, the Organization is reimbursed for home health services provided to Medicare patients on a per -episode, rather than a per -visit, basis, and there is no settlement process as a result of submitting cost reports. The Organization continues to receive a daily rate for hospice services provided to Medicare. patients. The Organization also derived approximately 3 percent of its revenue from patient charges under the California Medi -Cal program for the years ended December 31, 2009 and 2008. Reimbursement is based on a standard fee schedule established by Medi -Cal for each type of service. Contracts have been signed with health maintenance organizations and insurance companies to provide services for less -than -standard rates. Visiting Nurse Association of the Inland Counties and Subsidiary Notes to Consolidated Financial Statements 2. Trade Accounts Receivable Trade accounts receivable, net of associated contractual allowances, are due from third -party payors as follows: December 31, 2009 December 31, 2008 Amount Percentage Amount Percentage Medicare $ 2,926,696 38.7% $ 3,962,025 44.2% Medi-Cal 1,201,840 15.9% 1,327,378 14.8% Private insurance 3,765,684 49.7% 4,040,215 45.0% Less allowance for uncollectible accounts 3. Property and Equipment Leasehold improvements Furniture and fixtures Office equipment Software Medical and therapeutic equipment Construction in progress Less accumulated deprecation 4. Investment in Unconsolidated Affiliate. 7,894,220 104.3% 9,329,618 104.0% 325,349 4.3% 354,729 4.0% $ 7 568 871 100.0% $ 8 974 889 100.0% December 31, 2009 2008 $ 448,668 289,233 2,803,922 2,184,940 490,539 6,217,302 5,352,331 $ , 864,971 $ 408,865 289,233 2,821,917 2,062,553 490,539 34,351 6,107,458 5,161,029 $ 946,429 In August 1993, the Organization entered into a limited partnership agreement with The Betty L. Hutton Company to form River Springs, L.P. The partnership was formed to acquire, develop, improve, and invest in certain real property in Riverside, California. Currently, the Organization leases administrative space from this partnership in a 15 -year lease that expires in the year 2014. Rental expense for December 31, 2009 and 2008 was $434,061 and $413,660, respectively. The Organization accounts for its investment in River Springs, L.P. using the equity method. Investment income of$97,779 and $88,658 was recognized for the years ended December 31, 2009 and 2008, respectively. The Organization has a 24.3 percent limited partnership interest in River Springs, L.P. 10 Visiting Nurse Association of the Inland Counties and Subsidiary Notes to Consolidated Financial Statements 7. Professional Liability Insurance The Organization is insured for professional liability claims under an occurrence -based policy. The insurance provides $1,000,000 maximum coverage per incident, with a $3,000,000 aggregate limit. Premium expense was .$342,753..and . $298,956 in 2009 and 2008, respectively. Letter of Credit The Organization has an unused letter of credit in the amount of$2,750,000 for the benefit of Zurich American Insurance Company to fmance the Organization's worker's compensation insurance plan. The letter of credit matures on December 1, 2010 and is secured by all accounts receivable, inventory, equipment, and a restricted bank account in the amount of $1,700,000. 9. Contingencies Amounts received or receivable from third -party payors are subject to review by the third -party payors. Any disallowed claims, including amounts already collected, may constitute a liability of the Organization. The amount, if any, which may be disallowed by third -party payors is not determinable. Various claims and litigation involving the Organization are currently outstanding. The outcome of these matters is not determinable at this time. 12 �too&h the decd N _. Visiting Nurse Association of the Inland Counties anninj Home Hearth: (951) 769-14 Hospice: (951) 848439,` Ci of TEMFellk SEP 1 5.2010 HH'NANCE JJEpTo sunstaw Home&Hospice: .(76A)256,2(11,5 :" 'urriela�'"- Home"Hea)th (951)8945300 Hospice- (951) 89455336" 1?aim Desert Home Health 7--0:60):.140982, Riverside'`'„ Jiome Health: (051)413.1270 Hospice: (951) 65&3153 J ictorville Mme Health:'(760),962-1966 Hospice: (760) 24113564 Yucca Valley Home Health: (7601:3652-81314 Hospice: (760) 365-4271 olunteer �. onrd of-/hrectgrs ecutive L' r mm ittet. arriss.- JanetDeVries- 'Wtlham Fisher" " Dionne Mills United Way City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, Ca 92589-9033 Dear Ms. McNabb: Please extend our appreciation to the Council Members of The City of Temecula for the opportunity to request funding from the City for a community service program provided by our organization, specifically, the Mourning Star Center. As you will see from the enclosed application, the Mourning Star Center provides grief support to children and teens who are grieving the death of a parent, sibling or other close loved one. Please contact me directly if you have any questions or need any additional information. Thank you in advance for your consideration of this request. Sincerely, Doug J. Morin Director of Development The Mourning Star Center Direct: (760) 773-6261 Email: doug.morin@vna-ic.org A 36 ORIGINN CITY OF TEMECIILA FISCAL, YEAR 2010.1 1 SEP 1 5 2010 COMMUNITY SERVICE FUNDING PROGRAM 9N (Please Print or Type) - PROJECT INFORMATION Amount Requested: $ 5,000 (Maximum allowable $5,000) Project Name: 211 Riverside Project Start Date: Ongoing Project End Date: Ongoing ORGANIZATION INFORMATION Name of Organization: Volunteer Center of Riverside County Contact Name: Bobbie Neff Title/Position: CEO Mailing Address: 2060 University Avenue, Suite 212 Riverside, Ca. 92507 Telephone: 951 329-4706 Year Organization Founded: 1966 Number of Paid Staff: 50 Number of Volunteers: 100 Geographic Area(s) Served: All of Riverside County Is this organization incorporated in California as a non-profit organization? Yes X No . Effective Date: December 1966 ryes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: December 14, 1966 Federal identification number: 95-2287250 State identification number: 519207 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors Application - Page 1 X Members -at -Large FINANCIAL STATEMENTS PLEASE ATTACH COPIES. OF. THE_ CURRENT BUDGET OF THE ORGANIZATION AND FINANCIAL STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. Please see attached audit,financial statements, and budget. MISSION STATEMENT _ Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy: Since 1966, The Volunteer Center of Riverside County (VCRC) has been serving the residents of Riverside County through it's mission, "linking people in need with those who can help". A sound management system and team administers over a $2 million budget annually, comprised of diverse funding including foundations,Federal,State,and local funding sources including 3 United Ways. With 50 employees and hundreds of volunteers, VCRC services residents through 8 unique social service programs ranging from housing to suicide prevention. One of the programs is 211 Riverside which is the program these funds will benefit. All residents may use 211 to locate health and human services. There are no eligibility requirements. 211 has over 898 agencies and 2700 programs listed in the data base that provide help to Temecula residents for a broad range of services including such things as housing, food stamps, legal assistance, utility assistance, employment, counseling. VCRC and 211 does not discriminate against any person and does not require attendance in any political, religious, or social activity. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific. Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly.) Funding from the City of Temecula would be used for the 211 Riverside Program. 211 is a 3 digit phone number that any Temecula resident can call 24 hours a day, 7 days a week to find help for any health and human services needs. 211 serves all of Riverside County. Last year, calls increased to 211 by 20% to a total of 76,911 calls. Temecula residents made 2026 of those calls for help. The 211 data base has over 898 agencies with over 2700 programs in it. The information about each agency, including eligibility criteria is included. When.a person calls 211, they are asked their zip code and other demographic information. They are referred to an agency closest to their home and one that most fits their needs. A caller can get help for a wide variety of needs including mortgage and rental assistance, utility assistance, emergency food, food stamps, counseling, legal assistance, employment, and many other things. 211 Riverside operators are crisis trained so they are sensitive and capable to handle calls from people in crisis. Over 85% of the staff are bilingual in English and Spanish and 211 has access to a language bank for other languages 211 is ADA complaint and can be accessed by the deaf and hard of hearing. 211 also serves as a critical tool for City staff and other professionals in Temecula who need resources for citizens and clients. In addition to paid staff, 211 regularly uses volunteer student interns from local colleges. Currently, there are 5 fully trained student interns volunteering at 211. 211 is an ongoing program that has been serving the families of Temecula for the past 4 years. No implementation time is required for this project as it is ongoing. A detailed budget is attached. Funding from the City of Temecula would be used for contracted services, telecommunications, and misc. Based on the 2026 calls to 211 by Temecula residents last year, the cost .per call to the City of Temecula would only be $2.47 to help each family greatly improve their quality of life. Application - Page 3 i_. VOLUNTEER CENTER OF RIVERSIDE COUNTY 211 Riverside Program Budget Fiscal 2010-2011 FY2011 Budget Income" __ Grants _ County General -211 12,500 City. of Riverside- 26,500 Foundation Awards 54,000 State 211 37,350 First 5 1,500 Food Bank 42,000 Housing Authority 16,200 United Way Inland Valley 34,150 United Way Desert 17,500 United Way Corona/Norco 8,000 Support from other cities 85,000 DPSS 70,000 Total Grants 404,700 Public. Support Contributions / Donations Total Public Support Miscellaneous Income Misc. Income - Other Total Misc. Income Total Income 2400 2400 50 50 407150 Expenses Contracted services 79,000 Payroll Processing 950 Accounting & audit 2700 Supplies 1700 Telecommunications 10200 Postage 1000 Office lease 3900 Equipment maint/lease 1800 Insurance volunteers 200 Insurance general 2600 Staff business/meeting expense 150 Staff mileage/travel 800 Dues and fees 400 Salary 73,000 Sick 8000 Vacation 10000 Holiday 6000 Hourly Rate 160900 Taxes payroll 19000 Taxes unemployment 5000 Insurance work comp 4800 EE benefit Delta Dental ins 50 EE benefit Health Net ins 15000 Total Expense 407150 PAST PROJECT BENEFITS If your organization received City of Temecula funding intheprevious year, please explain and show how Temecula residents benefited._ The Volunteer Center of Riverside County did not receive funding from the City of -Temecula -in the previous year. Application - Page 4 SIGNATURE PAGE We hereby certify the information contained in this application is true to the best of our knowledge and belief. PREPARED BY: SIGNATURE: Bobbie Neff, CEO PRESIDENT or AUTHORIZED OFFICER: NAME and TITLE (Please Print or Type) Bobbie Neff, CEO NAME and TITLE (Please Print or Type) ORGANIZATION NAME: Volunteer Center of Riverside County MAILING ADDRESS: 2060 University Avenue, Suite 212 TELEPHONE: Riverside, Ca. 92507 951 329-4706 DATED THIS ) 3 t4-yx,h2 , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application — Page 5 P R VOLUNTEER CENTER OF RIVERSIDE COUNTY Budget �a ncome Alternative Sentencing Program___ - - r - _. -_.. "". o _.-_ _. _._. __. _.-_.._.. 4000• Community Service - Riverside County _ -ASP -- - 267 897.00 745 .00.0 ...., 36 063, 0*'3,. 42609x,• -428000.00. 4005, Community Service- Outside County _._ASP _..._. -..45,566.00- �0 ,., ,»,68;90 e0 y': 81 fa ei ---62000.00 4010 • Juvenile Community Service - -ASP 23,514.00 �.1: 00.00 `+ x F,}, e a s : Yee - 33 000.00 4015 - Dom. Violence - Anger Management ASP 189,067.48 ' is "r 5: ;x+ 4021 -Interlock ASP�"- �- �-z..,.�t .144,000.00 a^: ...1,100.00 -- 4020•VIP - Victim Impact Panel - ---ASP - 3,080.00" 4.8(.0 00. . ?x-: 00 at -- 1,000.00 4025 • Parole - ASP 1,120.00 ;a a a11e r .; ' �g� -� x5.0 500.00 4030 • TEMPO- Teen Drunk Driving - ASP 76,038.00 ` ,700.0$2 �'49,i0e'v 50,000.00 4035' Probation Formal ASP. 54,975.00 50,500.' c 5`1,9 ,000^ w45.5 `0 ' - 46,000.00 4050' HAM - Hospital Morgue Mentoring ASP 8,005.00 9: %17 72.06 iS?95`00 15,300.00 4055 • AWARE - TEMPO ASP 96,661.41: �„9.�200,�0 87 200.00 , - 6, 18.00 �' - 45,000.00 - -. 4070 Victim Awareness . _... _ - - -ASP. 400.00 4060 • Boating DUI ASP 200.00 w '101.0,4' -�- =~ -` ' s 0 z`�'- '400,01; 400.00 4150 • ASP Agency Fees ASP Total Alternative Sentencing Program 766,123.89,t -'47e-74400171013:1 < ;. s 837,900.00 , "`;32 t .95 826,700.00 :rants 4200 -County General-Info/Referral 211 12,000.00 e '1200000 a 'l t 10,000.00 4210• Mental Health - HELPIine- Helpline 50,000.00 50105¢10% .60 ;150000,00 ' `50:000 50,000.00 4215 • Probation - Alt Sentencing ASP 802100 i ,00000 ;7,334tl0 6,000.0 8,000.00 4225•Aging -Facility Visits Ombudsman 27079900 11'2x411,00 61,226.00 ` 61,000.00 4226- Aging- Ombudsman Initiative - Ombudsman - .'s6Q402. 51`9 4,00a `: `509 3 51,000.00 4231 • Aging - Volunteer Recruitment Ombudsman 52,005.00?-" 52,5`860. 38 1.00' 53,600.00 4240. Aging - One Time Only Grant Ombudsman - °5- 00,00 00`' 0-86,353,28 87,600.00 4246' CDBG - Corona- Shared Housing Shared Housing 15,000.00: 0000 %£4,95400 iv 14^50:0 -15,000.00 4248. Corona Rent Guarantee Program Shared Housing 54,147 00 ; '55,00000 80,00 .00 z 79' ifi 80,000.00 4250 • CDBG - Hemet Ombudsman 25,00000 [ 70000.00 �' . ,000.00 , 11.80 - 4251 CDBG- City of Riverside/211 211 - 19000,0$;. - 94Ze :2 9,000.00 4252 • CDBG- County of Riverside Ombudsman - 000.00` '-;i 500 0 4261 , Mon Valley Initiative Shared Housing 28,24817 : 2900000 :220,01106;,, . : 70,5= 28,000.00 4276- EFSP - Emergency Food 8 Shelter Shared Housing 43,401135000040 52x.858,00"~ 1it;S0Y 20,495.00 4320• TAP - Transportation Access TAP/Admin 183,607.00 ." 199,487.00 R})`6,65 .0 )95,052,8% 140,000.00 4330 • Foundation Awards Various 68400 02 =; i�45, z-` 110,1 900, x "= 45.0 30,000.00 4372. First Five of Riverside- Resource Ctr Resource Center 164,815.78 177,212. � 00 ? (86,560,6 q 84,135.00 4374 California Wellness Resource Center -1100 0000 ; 94,167.42x 50,000.00 4375 First Five of Riverside -211- 211 1,500.00 4377 • DPSS - 211 Grant 211 70,000.00 0' 70 0000 '-,2.0,06000 -` 700'6800= 70,000.00 4376- DPSS- Helpline Helpline - ' flA0000 1199700 10,000.00 4391 -California Volunteers Volunteer Connection 3,500.00 ,4,000.00 , .>4`,00000;. 4392- Amerlcorps Volunteer Connection 00 !:57.908,2:- 4393- City of Moreno Valley Shared Housing 0,41 D0 89.29'7= 1 - 72000.00 4394- Food Bank (Stamps) 211 Y 84'7'06 41,100.00 4395 -State 211 211 Fa 24,400.00 4396-HPRP 2I1 - 211 a 14,400.00 Total Grants 1,048,944.10 ., 1,023;841.00. 1,238,42800 1-,064/732.40, 1,013,505.00 abllc Support 4400 - Contributions / Donations Various 23 588.13 1160,00 510100 ': ; 3,467.83 3,500.00 4410 • Designated Donations - Program Various 2290.00 ` 1,54000 . 3300.00:.. -_-20.055,821 1,000.00 4417' Annual Appeal Admin. 3,78500 410000 „ 2,000'00 2595-0(1` 4,000.00 4420' United Way Inland Valleys Various 102,006.51 10:1,984.00 -ilia. ;71815.00:. 72,445.00 4421 - United Way Payroll Contribution Admin. 650.66 .. 376'03_= 35000 4422 ' United Way Support/PVG N/A 13,636.00 -. 11,363,00-� - 4423 - United Way of the Desert 211 - 17 56000 1750090 17,500.00 4425 • Corona/Norco United Way Various 4,186.80 T-,-50000. 6;000.00 l 8,35500-t 8,000.00 4435- Gaelic Gala N/A 35,050.01 -_ 40,000,00, .- e - 4440 • Grandparents Day Flowers Admin. 5,575.50 1,7.5.090. X50.00: " `:.,,1,050.010? 1,50000 4450 - Special Events Various 2,065.60 2,001.00 8,900.06:' 1 740097 1,000.00 4457 -Coverlet Income Admin. ...0,30 I&550."04'. 8,500.00 4480 • City/County Support, 2-1-1 Services 211 11785613 125000,00 89,500.00 ,21,4f4:.08 71,600.00 Total Public Support 310,690.34 296.097.00 209,369.00' �227,117.75; 189,395.00 source Center 4500 ' Resource Center Resource Center 350.00 -- - 4505' Workshops Resource Center 17,810.96 17800:00 la ono On. 19 snn nn - 1o Ann nn VOLUNTEER. CENTER OF RIVERSIDE COUNTY - Budget I'iN` tvkstt°^SAX .zrv2-", saw o'i''?a F ...'.'u;'�t`w"m #. �' .ms..,LGf y,c+n h�,i^T :"�' Y, „^N. _r ✓ .'+ 4i_. ' y�'1 �yy �� ��t Y3M �Yile Ate. r'r` 4510 Consultants _. __ -.Resource Center - 2257935 a ' 5 80 �"'�Oa ¢a F 4i +5. ,_ .�,�,.., >t ' z 30—. .:� 07011 el 0,500.00 15,500.00 5,500.00 4515 ' Non -Profit Day Resource Center. 4520. MembershipDues Resource Center 14,970.00 :< zt{Ne aa3 4525. Sponsorships _ - Resource Center 2,500.00- ,50' 0¢'9 „,;,s ; e,e's a, . k.. 6° a a �C„'. .-...."t-' ..�, 3,500.00_ 1,00000 - 34,400.00 4530. Miscellaneous- Resource Center 5275.58 -V *n- 4500 -Other Income - Resource Center - Total Resource Center erincome._- 63,485.89 liscellaneous Income - , - - - - 4115' Directory Sales Admin. 2,570.68 `j`m�.4i' ; A¢ a g,. d2ra a° ^^” n $ a - s -0 1 300.00 ' �'' °'"%:: 100"& 5100. Interest Income Admin. 1,383.63 5205' Volunteer Recogntion Event Volunteer Connection 4718.00 '^ ++ aq : ggggg�q ,3 538.09 4,700.00 5200 . Misc. Income - Other - _Various 420.77 ,`�a ;`� '00-•n15'om 200.00 Total Misc. Income 9,093.08 si' - -" ' . t w -. '10 00 ' x - 6,200.00 Total Income - - 2,198,337.30. 2, 6 00-, - X54,00 ,,; ;qS¢ ¢ 2,070 200.00 x senses Payroll Expenses - - 6305'.Salaries and Wages 1,369,981 14 '.. i.% x`1,345,600.00` ' 1,300x,112;00a r 1 297..577 g.7tti 1,181,298.00 6330' Payroll Taxes 102,246.03 r%:r 03.00000- s .xz� .03:0.0 u rA6�� 87,810.00 � .-aftre,T,,,,z7rioxiint25,000.00 9"5 2.00; <-' - 19,320 36 19,000.00 6332' Insurance -Unemployment 23424.151 ` orte 6335 - Worker's Compensation 20 496.38 '� 18,-8, g'QO 6340 .. Employee Insurance Benefits - 84,689.27 °[ 400616.--..62.590.00 ; 610.1433•:. 56,500.00 Total Payroll Expenses 1,600,836.97 .6 ; 1.559.68 0fi;. 150, 31`4.00• ;4497,26 4 1,369 608.00 peratinq Expenses 6010 - Contracted Services 110,923.7315,......;,,f,..4"1.09,600.00 120,090.00 ?131,49 , 129,100.00 6011 . Consultant Fee - Resource Center 47,607.47 e, 7.025 0 „vm` z; pm00 ;; } 1661' .98 16,500.00 6019 • Payroll Processing 8,697.99 _ £: ., ,700.11 a .;8,450.00 .,, ; Mara W107616!,.2n�h9� € 19�s�e x• -�2iC0 000.00 l'?" -5,00,00x-; 626,829 6,100.00 20,000.00 30,000.00 6020 ' Accounting/Audit 17,992.40 6025 'Supplies 2897526:.42 6035 • Telecommunication - 5486647.-X64570 OIr '„„i 70. 4 70,000.0D 6036 - Fingerprinting 752.00 v; ,��6,05 � `'$80 '36`O 500.00 6037' MADD meetings/TEMPO 990.00 ;. 1,0'O.00 :1.500,00 1$ b 1,500.00 6038 - Debriefing - Tempo/ASP 1,850.00 z; a+ ate s. 00 .T 0. 2,700.00 6045' Postage 13,60832 ' ,13,500000 .0.00 1 72,75 9,500.00 6050 • Office Lease - VCRC 32,757.48 .-;, '33,732,00 : -3 x §g00 -; 32.7,57:48 32,788.00 6051 - Office Lease - Other - 4,488.00 ...,5.400,00 400.00. '`. 5 02 5,400.00 6053 - Office Maintenance & Repairs - "s 10,000.00 6060 • Equipment Maint/Lease 7,5877914.50600'; ;.17745.3-i.+_- 18,000.00 6075 - Insurance - Volunteers 960.00 `= -96000, _061}0'' ,_; 966_•663 960.00 6080' Insurance -General 13,911 03 "_ ,14;000.00 , 1460000 [� 14,881:72 14,900.00 6090. Printing - Other' 2,935.80 3,000.00 _ 4,5DaA0 , _ 1,914,88 4,000.00 6091 . Printing - RedBooks 4.170,00 6095 - Advertising/Classifieds 5,608 59 -, ,500” 00 _3 000.00.: - 389;65= 3,000.00 6100' Staff Business/Meeting Expense 6,981 41 =_; ',2,000 00 _ ,000.710_ -; 6,60498 3,000.00 6105' Staff Mileage & Travel - 33,57642 `N;. 30,0000 ,2000000.'-S' ,-19,48600;: 20,000.00 6115 - Volunteer Travel/Mileage 8,985.74 -- x8,000,00 ^7,50000 '-% 67188 9,000.00 6130 - Staff Training 4,498 25 = .2,50;(700 =500 A0 2,300.00 6132-Reference/Training Materials - =_ 50,00 6135 - Dues, Fees, Subscriptions 3,294.70 ., 2,20000 ..500 00 - , 5-97030:-` 7,000.00 6136 - Bank Charges 2,341.84; 1,00000 :406000- =:`3028205 3,050.00 6138 -Taxes and Fees - - 94,43 100.00 6140- Interest Expense - 3,285.35 .,:z 3,50000= �2.500D0.. f 4 2533,79 2,550.00 6145 -Miscellaneous 556.60 -. 50I000 ,.00.00, 91,46:0 500.00 6161 . Volunteer Recoq - Vol Connection 6,540.07 ; 4;(X00 r 4. 601100 .3822,42 4,200.00 6162. Volunteer Recoq - Ombudsman ,2,1,00,00 1,10000 ; ! z;0j`12' 3,000.00 6163. Volunteer Recoq - Other - - - .100 00� 6175 Fundraising -Other - - 10,886.93 _ 11,000.00 ` ,4,36300.' ,390:54;} 5;400.00 6176 . Fundraising - Non Profit Day 0.00 10,92200: 5; 860 00- _° 4,71777 a 4,800.00 6177 . Fundraising - Grandparents Day 1,047:00 1880.00 '882.53= 900.00 6185' Bus Tickets 118,500.50 12442800 13004800 w85,28400 86,000.00 6400. Rental Assistance- EFSP 28,758.50 30,000.00 51,801,00. :26,79385 20,093.00 6405 . Rental Assistance - Corona Rent Guarantee 39,893.82 40,050:00” 7000000 69,999,54: 70,000.00 6407- Rental Assistance -city of Moreno valley - 37;18.400 61,686,47_ 62,000.00 7000 - Capital Expenditures 97044 , 0,521;162 21,751.00 Total Operating Expenses 623,582.90 809,98E00. .695,502.00 673,959.46; 700 592.00 2/ VOLUNTEER CENTEROFRIVERSIDE COUNTY _. ..._. Budget... _. ._. -- 2 224,419.87 Net Surplus (Deficit) .6139 . Depreciation Expense Net Surplus (Deficit) After Depreciation (26 082.57 0.00 53,403.81. kf. 30,000.00 (79,486.38) (130,403.81) 83,234.28 (39,651.31) (30,000.00) Volunteer Center of Riverside County Financial Statements For the First Month Ending July 31, 2010 Unaudited Financial Statements prepared by: Volunteer Center of Riverside County June 0, 2010 Income_ _... _. . Alternative Sentencing Program - 4000 - Community Service - Riverside Coun 4005 • Communi Service- Outside Coun 4010 • Juvenile CommonService 4015 ' Dom. Violence -Amer Manor, ement 4020• VIP- Victim Impact Panel 4021- Intedock 4025 • Parole 4030 • TEMPO - Teen Drank Drlvi 4035 • Probation Formal 4050 - HAM - Hospital Morgue Mentodng VOLUNTEER CENTER OF RIVERSIDE COUNTY Income Statement 4055- AWARE -TEMPO 4060 • Boat' ni DUI 4070- Victim Awareness 4150 -ASP '.en Fees - Total Alternative Sentencing Program Grants 4200' County General-Imo/Refenal 4210 • Mental Health - HELPline 4215 • Probation - All. Sentencing 4225 • Aging- Facility Visits 4226- Aging- Ombudsman Initiative 4231 • Aging - Volunteer Recruitment 4240. Aging - One Time Only Grant 4246 • CDBG - Corona Shared Housing 4248. Corona Rent Guarantee Program 4250 • CDBG - Hemel 4251 - CDBG - City of Riverside/21 4252 - CDBG - County of Riverside 4261. Mon Valley Initiative 75 (7.50 4276 EFSP - Emergency Food & Shelter 4320 • TAP -Transportation Acce 4330• Foundation Awards 1a 0i 66'67 3 6 4372. First Five of Riverside Resource Ctr 4374 California Wellness 4375- First Five of Riverside -211 4377 • DPSS - 211 Grant 4378- DPSS- Helpline 4391 - California Volunteers 4392- Americorps 4393- City of Moreno Valley 4394- Food Bank (Stamps) 4395 -State of Cala-211 4396-HPRP-211 Total Grants .. _ _. 740 0 f0t (2: .06 (01 09I T81 0,267 AO.: 66:59: 1.7071921 13 0 4166.67=. SB: 6 118�1'.i79 4i AO. 5060;' Public Support 4400 •Conhibutions/Donations 4410 - Designated Donations - Program 4417 - Annual Appeal 4420 - United Way Inland Valleys 4421 • United Way Payroll Contribution 4423- United Way of the Desert 4425 - Corona/Norco United Way 4440 - Grandparent's Day Flowers 4450 Special Events 4457 -Coverlet Income 4480 - City/County Support, 2-1-1 Services o Public Support 9 38958 00 F7! 425100) 720 i9U 7 6,037012 3( 03 14 3 04 5297 ;458.33) 1,622'1'8- `59� 25:0 -(709:3: 1.63331 333'. 8103712 0.037M1 82 000.0 4. 1:.622!16 (33333 2917' 458; 666.67- 25001 83:3311 708,33 5966.67+.. (f 58. TJ (125; (3 (70 5,6. ,0 6 3,956511t 19,741:42 15;782.92 3,958.50 :i 189395.00"','. VOLUNTEER CENTER OF RIVERSIDE COUNTY Income Statement Re ource Center 4505 -Workshops 4510 ' Consultants 4515 - Nan -Profit D 4520. Membership Dues 4525. Sponsorships 4530. Miscellanelous 4500- Omer Income Total Resource Center Income Miscellaneous Income 4115 • Directory Sales 5100 • Interest Income SE 5205 Volunteer Recogntion Event 5200 - Misc. Income - Omer Total Misc. Income Total Income Ex Senses Payroll Expenses 6305 • Salaries and Wages 6 6330 • Payroll Taxes 186.78= 1723:111(671)>-'5.5.5133 6332 • Insurance- Unemployment 6335 - Workefs.Compensation 6340 • Employee Insurance Benefits Total Payroll Expenses Operating Expenses 6010 • Contracted Services 6011 . Consultant Fee - Resource Center 6019 - Payroll Processing 6020 - Accounting/Audit 6025 • Supplies 6035 • Telecommunications 6036 • Fingerprinting 6037 • MADD meetings/TEMPO 6038 - Debriefing - Tempo/ASP 6045 • Postage .6050. Office Lease - VCRC 6051 • Office Lease - Other 6053 -Office Maintenance & Repair 6060 • Equipment MainvLease 6075 • Insurance- Volunteers 261 332 IOWA \mK'.3 66 41 13' U£ ?0; 6302:: 7,7 orn 73 9:a 45660: 150:00' ` t .15004)87-`. i. 8 ;06 6080 • Insurance - General 6090 . Printing - Omer ': ;00) 6095 Advertising/Cts 6100 - Stag Business/Meeting Expense 0j7 (250:0'0"7 2254 36 0) ;9 14I 6105 • Stag Mileage & Travel ;BE 3'6 6115 • Volunteer Travel /Mileage 9i 65 365'E 000.00: 6130 Staff Training 300:Oft t1 0' 135 b1 6132-Reference/Training Materials 14s9.S :97 44°9 6135 -Dues, Fees, Subscriptions 6136 • Bank Charges 563(33 58933 ,. 74.44':. 179.73) 7i 74 P73 0 6138 -Taxes and Fees 6140 • Interest Expense 6145 Miscellaneous 6161 . Volunteer Recog - Vol Connection 6162 . Volunteer Recog - Ombudsman 244,745 ,086,50 350:00 250801 . 4.38460ft5555 (251-9`6) 25 :64 6163. Volunteer Recog - Other zE Yd .54430-084,.. 6175 Fundraising -Other .45030ti . -P 450130 `' 5,? 6176. Fundraising - Non Profit Day 6177. Fundraising - Grandparents Day 6185 • Bus Tickets 6400 . Rental Assistance- EFSP (40030} ; 400880'? 75.00 883.27 95827 : 7500, 8632? ,900.00; 7,166.67 (7.16667) - ff'166 400.00- 7 106-67' 67) '864o0.00- 6405. Rental Assistance -Corona Rent cuaramee 705.00 1 .674.42 (98942) 6407/6408- Rental Assistance -coy or No ovens 13926.50' 7000 - Capital Expenditures Total Operating Expenses 533333 (5.8333 70500 1,67442; (96942) , 20,093,00,, 3) 5,16667] 875983+ 1392640 4,16867 ", 875983 1.812.58' - 181}258' i fi (1,812'56) 58,382,67E 45,426.43) 70,00080: east 21> IAO; 2;95824 .58,382.67.E (5,426.43) ..... 85921? VOLUNTEER CENTER OF RIVERSIDE COUNTY _... Income Statement June 30.2010 2. .. ... • s :, ff� a 2.y10E' L . R S� p ',$y-` e' Total Expenses .. 4•. IF 44" -rt afto5.6r,8 Net Surplus (Deficit) _.... 8139- Deprecation Expense Net Surplus (Deficit) After Depreciation - { k „} 2 j E 25,080.22 0=1� 2,,500.00 (2,500.00) 57..8 -' 322.42) 27,580.22 � „? 8 .2.177 25,080.22 M'�- -. ,''s -(2,500.00). g ``".r: 27,580.22 (30,000.00) Volunteer Center of 2?'.,ivers.ide _County tact Note ;s Ae6gel Thee k& 000 {fele (A Non Profit Corporation) FINANCIAL STATEMENTS AND AUDITORS' REPORT FOR THE YEAR ENDED JUNE 30, 2009 Red SMITH MARION & CO. CERTIFIED PUBLIC ACCOUNTANTS VOLUNTEER CENTER OF RIVERSIDE COUNTY FINANCIAL STATEMENTS AND AUDITORS' REPORT FOR THE YEAR ENDED JUNE 30, 2009 FINANCIAL INFORMATION Independent Auditors' Report Statement of Financial Position Statement of Activities Statement of Cash Flows Statement of Functional Expenses Notes to Financial Statements REPORT ON INTERNAL CONTROLS TABLE OF CONTENTS Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Govenunent Auditing Standards Schedule of Finding and Questioned Costs Page 2 3 4 5-6 7-10 11-12 13 Summary of Prior Finding and Questioned Costs 14 SMITH MARION. & CO. AN ACCOUNTANCY CORPORATION Pleaserespondto: Gcaad Terrace Office: 22365 Barton Road, Suite 108 .... Grand Terme; CA 92313 Telephone (909) 825-6600. Facsimile (909) 825-9900 To the Board of Directors Volunteer Center of Riverside County Riverside, CA INDEPENDENT AUDITORS' REPORT We have audited the accompanying statement of financial position of Volunteer Center of Riverside County as of June 30, 2009, and the related statements of activities, cash flows, and functional expenses for the year then ended. These financial statements are the responsibility of the Agency's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in. the United States of America and the standards applicable to financial audits contained in Government AuditingStandards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Volunteer Center of Riverside County as of June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.. In accordance with Government Auditing Standards, we have also issued our report dated December 03, 2009, on our consideration of the Volunteer Center of Riverside County's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of this report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the result of our audit. December 03 Murrieta Office 38605 Calistoga Drive, Suite 120 Murrieta, CA 92563 Telephone (951) 461-2045 Facsimile (951) 461-2095 www.smcocpa.com Lebanon Office 303 Antietam Court Lebanon, TN 37087 Telephone (615) 453-7855 Facsimile (615) 453-7855 VOLUNTEER CENTER OF RIVERSIDE COUNTY STATEMENT OF FINANCIAL POSITION JUNE 30,2009. ASSLr1 S Current Assets Cash Cash - Restricted Subtotal - Cash 104,193 14,970 119,163 Grants and contributions receivable 155,675 United Way pledge receivable 71,581 Prepaid expenses and deposits - - 4,691 Total Current Assets 351,110 Noncurrent Assets Fixed assets (net) 94,661 Total Noncurrent Assets 94,661 Total Assets $ 445,771 LIABILITIES AND NET ASSETS Current Liabilities Accounts payable Accrued expenses Line of credit Accrued payroll costs Lease payable - current Deferred revenue Accrued compensated absences Total Current Liabilities Noncurrent Liabilities Lease payable Total Noncurrent Liabilities Total Liabilities Net Assets Temporarily restricted Unrestricted Total Net Assets TOTAL LIABILIPIBS AND NET ASSETS See notes to the financial statements 2 $ 91,286 12,588 9,200 28,953 79,813 38,286 260,126 260,126 165,888 19,757 185,645 $ 445,771 VOLUNTEER CENTER OF RIVERSIDE COUNTY STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2009 Temporarily Unrestricted Restricted Total SUPPORT AND REVENUES Govemment grants $ 1,064,070 $ 65,101 $ 1,129,171 Private foundations and indirect support 168,880 168,880 Contributions 114,662 - 114,662 Program fees 496,010 254,811 750,821 Special events (net) 23,814 - 23,814 Investment income 911 583 1,494 Other income 71,866 71,866 Gain (Loss) on disposal of equipment (31,788) (31,788) Net assets released from restrictions 474,769 (474,769) - TOTAL SUPPORT AND REVENUES 2,214,314 14,606 2,228,920 EXPENSES Program Services: ASP 538,189 538,189 HELPline 82,441 - 82,441 Resource center 252,538 252,538 Ombudsman 297,570 297,570 Shared Housing 208,012 - 208,012 TAP 190,046 190,046 Volunteer 82,284 - 82,284 Tempo 105,014 - 105,014 Information and Referral 412,305 412,305 Total Program Services 2,168,399 2,168,399 Supporting Services Management and general 150,722 150,722 ...Fundraising.. .... ... .. ..... .. .. .......... ......_. Total Supporting Services 150,722 150,722 TOTAL EXPENSES 2,319,121 2,319,121 Change in Net Assets (104,807) 14,606 (90,201) Beginning Net Assets 124,564 151,282 275,846 Ending Net Assets $ 19,757 $ 165,888 $ 185,645 See notes to the financial statements VOLUNTEER CENTER OF RIVERSIDE COUNTY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2009-- Cash Flows from Operating Activities Change in Net Assets $ (90,201) Adjustments to reconcile change in net assets to net cash used for operating activities: Non-cash item: Depreciation Loss of disposal (Increase) Decrease in: Grants and contributions receivable Increase (Decrease) in: Accounts payable and accrued expenses Deferred Revenue Accrued payroll Accrued compensated absences Net Cash Provided (Used) from Operating Activities Cash Flows from Investing Activities Purchases of equipment (50,426) Net Cash Provided (Used) from Investing Activities (50,426) Cash Flows from Financing Activities Net increase (decrease) in line of credit Principal payments on leases payable Net Cash Provided (Used) from Financing Activities (36,777) Net Increase (Decrease) in Cash 46,244 51,115 (42,984) 58,739 71,067 (3,456) 774 91,298 (14,464) (22,313) Begining Cash Ending Cash Supplemental Data: Interest expense paid during the year See notes to the financial statements 4 4,095 115,068 $ 119,163 $ 2,378 VOLUNTEER CENTER OF RIVERSIDE COUNTY STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED RUNE 30, 2009 Program Services Shared ASP HELPline Resource Center Osbudsman Housing TAP Salaries and wages : $ 393,816 $ 47,724 -$ 147,881 $ 176,433 $ 57,289 $. 46,560 Payroll taxes 35,728 3,604 12,997 15,809 5,239 X4,094 Fringe benefits 30,520 3,711 8,722 13,676 4,100 4,243 Contracted services - 11,001 11,361 39,192 8,035 1,233 1,533 Bus tickets - 1 - - - 127,549 Rent 9,508 1,046 4,740 11,528 975 1,282 Depreciation and amortization - - - - - Insurance 4,537 489 2,223 2,758 510 603 Professional services- 5,810 600 2,734 3,080 509 751 Mileage and travel 11,659 70 1,920 11,282 1,520 12 Office supplies and expense 13,889 898 8,993 25,513 827 973 Postage 3,470 412 1,757 2,458 362 468 Printing and publications 1,784 4 935 10,518 4 5 Meeting and conferences 372 103 12,537 2,312 6 4 Telephone 12,892 12,050 6,423 11,706 1,242 1,571 Client incentives and rental assistance - - - - 133,883 Other expenses _ 3,067 355 1,416 2,371 304 380 Fundraising supplies - - - - - Interest expense 136 14 68 91 9 18 Total Functional Expenses See notes to the financial statements 538,189 $ 82,441 $ 252,538 $ 297,570 $ 208,012 $ 190,046 5 VOLUNTEER CENTER OF RIVERSIDE COUNTY STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JUNE 30, 2009 Program Services Information & Volunteer Tempo Referral Total Mgt and General Support Services Fund Raising Total Salaries and wages $ :.55,741 1 73,991 $ 247,628 $ 1,247,063 $ 76,154 $ $ 76,154 Payroll taxes 4,523 6,685 21,929 110,608 6,333 - 6,333 Fringe benefits - 1,838 4,911 23,018 94,739 2,960 - 2,960 Contracted services 1,199 1,819 73,137 148,510 901 901 Bus tickets - - - 127,549. - Rent 925 1,514 5,767 37,285 872 872. Depreciation and amortization - - - 46,244 - 46,244.. Insurance 437 637 2,750 14,944 (317) ' - (317) Professional services 548 850 3,568 18,450 644 - 644 Mileage and travel 560 3,506 1,253 31,782 461 - .461 Office supplies and expense 1,743 2,604 5,980 61,420 7,815 - 7;815.. Postage 436. 606 2,165 12,134 178 - '.178 Printing and publications : 3,814 12 13,869 30,945 768 - :768 Meeting and conferences 6,057 1 1,744 23,136 1,643 - 1,643 Telephone 1,126 3,527 7,345 57,882 1,458 - 1,458 Client incentives and rental assistance - - - 133,883 - - - Other expenses 3,323 4346 2,070 17,632 2,667 - 2,667 Fundraising supplies - - - - - - Interest expense 14 5 82 437 1,941 - 1,941 Total Functional Expenses $ 82,284 $ 105,014 $ 412,305 $ 2,168,399 $ 150,722 $ $ 150,722 6 See notes to the financial statements VOLUNTEER CENTER OF RIVERSIDE COUNTY - _ NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2009 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History of the Organization and Nature of Activities The Volunteer Center of Riverside County (the Center) is a public benefit corporation incorporated in 1966 under the laws of the State of California. The Center Coordinates the services of all agencies in Riverside County, maintaining information and referral services, 24-hour crisis help -line and other volunteer programs. In 2005, the Volunteer Center was approved by the California Public Utilities Commission (CPUC) to build, and be the designated service provider for, the 2-1-1 call system in Riverside County. The 2-1-1 call system instantly connects callers to a comprehensive database of social service providers through professionally trained call center staff, including bilingual staff. The Center is a member of a network of volunteer centers in the state and is supported primarily from government grants, private foundations, program fees and indirect contributions through United Way. Basis of Presentation The financial statements of Volunteer. Center of Riverside County have been prepared inaccordancewith the. AICPA Audit and Accounting Guide for Not -for -Profit Organizations, issued June 1, 1999. The Center reports information regarding its financial position and activities in three classes of net assets: Unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. The Center has never received permanently restricted contributions. Unrestricted net assets include resources that are not temporarily or permanently restricted by the donor and are available for operations of the Center without limitation. Temporarily restricted net assets include those resources restricted by donor imposed criteria and which either expire with the passage of time or by actions of the Center. Cash and Cash Equivalents For purposes of the statements of cash flows, the Center considers all highly liquid investments available for current use with an initial maturity of three months or less to be cash. Equipment and Leasehold Improvements Equipment and leasehold improvements are stated at cost or fair market value at date of contribution. Depreciation is being recorded using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures in excess of $2,500, which materially increase the life or enhance the usefulness of equipment or leasehold improvements are capitalized. The cost of maintenance and repair is expensed as incurred. Upon sale or retirement of any -equipment, the cost and the related accumulated depreciation are removed from their respective accounts and the resulting gain or loss is inclined in revenue.Equipment purchased with federal grout funds reverts . back to the federal agency upon retirement, if required by the granting agency. The Center also receives grant funds to purchase assets for the program. Those assets are fully expensed at the time of purchase to comply with grantor reporting requirements. These assets are also recorded as fixed assets and off set against Government Owned Assets to comply with general accepted accounting principles. 7 NOTES TO FINANCIAL STATEMENTS (CONTINUED) Contributions All contributions including promises to give are considered to be available for unrestricted use unless specifically restricted by the donor. Contributions received that are designated for future periodsor restricted by the donor for... specific purposes are reported as temporarily restricted or permanently restricted support. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. During the year ended June 30, 2009, the value of contributed services meeting the requirements for recognition in the financial statements was not material and has not been recorded. However, many individuals volunteer their time and perform a variety of tasks that assist the Center. This contributed time is not reflected in the accompanying financial statements since the services do not meet the requirement of specialized skills. Accounts Receivable and Allowance for Uncollectible Accounts Accounts receivable consist primarily of grants receivable at the end of the fiscal year. The Center uses the allowance method of accounting for receivables determined to be potentially uncollectible. In management's opinion, all receivables were collectible at year end; therefore no allowance has been established. Expense Allocation The costs of providing various programs and other activities have been summarized on a functional basis in the statement of activities and the statement of functional expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Method of Accounting The financial statements have been prepared utilizing the accrual basis of accounting in accordance with generally accepted accounting principles. Revenues The majority of revenues consist of government and private grants (59%) and fees for service from the alternative sentencing program (34%), while direct public support make up approximately (6%). Income Taxes The Center is exempt from federal and state income tax under provisions of Section 501(c)(3) of the Internal Revenue Code, and Section 23701(d) of the California Revenue and Taxation Code. The Center has been determined by the Internal Revenue Service not to be a "private foundation" within the meaning of Section 509 (a) of the internal Revenue Code. Estimated . ... . The preparation of financial statements in conformity with generally accepted accounting principles requires. management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Compensated Absences The Center accrues compensated absences (vacation and sick leave) and classifies them as a current liability. Accrued compensated absences totaled $38,286 on June 30, 2009. 8 NOTES TO FINANCIAL STATEMENTS (CONTINUED) GRANTS AND CONTRIBUTIONS RECEIVABLE At June 30, 2009, grants and contributions receivable, due within one year, consisted of the following: Government Grants Dept of Public Social Services First 5 Riverside County of Mental Health Mon Valley Initiative Probation Alternative Sentencing Community Development Block Grant Rent Guarantee Program Miscellaneous Private Foundation and Other Contributions United Way of Inland Valleys 71,581 Ending balance - $ 227,256 75,446 49,990 4,167 20,803 667 946- 206 3,450 155,675 Management believes all receivables are fully collectible, and has not set an allowance for doubtful accounts. 3. EQUIPMENT AND LEASEHOLD IMPROVEMENTS As of year end, the costs, depreciation, and lives of these assets were: Balance Balance at at Assets 6/30/2008 Additions Deletions 6/30/2009 Office Furniture, computers and Equipment $ 327,952 $ 50,426 $ (187,475) $ 190,903 Leacehold Improvements 11,321 - - 11,321 Total Assets 339,273 50,426 (187,475) 202,224 Accumulated Depreciation (197,679) (46,244) 136,360 (107,563) Net Book Value $ 141,594 $ 4,182 $ (51,115) $ 94,661 Depreciation expense for the period ended amounted to $ 46,244 4. LINES OF CREDIT The Center had a line of credit with Provident Bank in the amount of $50,000, which expired on June 21, 2008. The line had interest at 2.00% over prime and was secured by the assets of the Center. There was no outstanding balance as of June 30, 2009. The Center also has a line of credit with Altura Credit Union in the amount of $100,000, which expires on February 14, 2011. The line has an interest rate of 3.00% over prime and is secured by the assets of the Center. The balance as of June 30, 2009was $9,200. 5. TEMPORARILY RESTRICTED NET ASSETS 9 NOTES TO FINANCIAL STATEMENTS -(CONTINUED).. Net assets released from restrictions, due to time restrictions expiring, amounted to $474,769 for the year endedJune 30, 2008. Prior year ending balance - $ 151,282 Add: Revenue 489,375 Less: Satisfaction of program restrictions (474,769) Temporarily restricted net assets as of year end $ 165,888 Temporarily restricted net assets in the amount of $489,375 to be expended during the year ending June 30, 2009, consisted of the following: United Way of Inland Valleys Emergency Food And Shelter Program TAP Program City of La Quinta - 211 Program City of Banning - 211 Program City of Corona - Rent Guarantee City of Indian Wells - 211 Program California Wellness $ 71,581 62,459 192,935 1,700 5,500 55,000 200 100,000 $ 489,375 6. FUNDRAISING ACTIVITY Gaelic Grandparent's Other Gala Day Flowers Events Total Revenue $ 35,624 $ 1,750 $ 844 $ 38,218 Expenses (12,781) (1,047) (576) (14,404) Net $ 22,843 $ 703 $ 268 $ 23,814 7. CONTINGENCIES AND CONCENTRATIONS OF CREDIT RISK The Center has participated in various federal and state assisted grant programs, which are subject to financial and compliance audits by the grantor or their representatives the purpose of which is to ensure compliance with conditions precedent to the granting of funds. Management believes that any liability for reimbursement which may arise as a result of these audits is not material. The Center's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Center places its cash and temporary cash investments with highly creditworthy institutions. At times, such investments may be in excess of the FDIC insurance limit. The amount of cash subject to risk was $0 at June 30, 2009. 8. SUBSEQUENT EVENTS Accounting standards require that Volunteer Center of Riverside County assess and disclose the date and the basis for that date through which potential subsequent events have been evaluated. The date represents the date the financial statements were issued or were available to be issued. The Organization evaluated all potential subsequent events as of December 03, 2009 when the financial statements were authorized and available to be issued. No subsequent events or transactions were identified after the balance sheet date or as of December 03, 2009 that require disclosure in the financial statements. 10 SMITH MARION & CO. AN ACCOUNTANCY CORPORATION Please respond for Grand Terrace Office 22365 Barton Road, Suite 108 Grand Terrace, CA 92313 Telephone (909)825.6600 . Facsimile (909) 825-9900 Board of Directors Volunteer Center of Riverside County Riverside, CA REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHI!,R MATTERS BASF ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS We have audited the financial statements of Volunteer Center of Riverside County as of and for the year ended June 30, 2009, and have issued our report thereon dated December 03, 2009. We were engaged to and conducted our audit in accordance with generally accepted auditing standards and the standards applicable to financial audits contained in GovernmentAuditing Standards, issued by the Comptroller General of the United States. Internal Controls Over Financial Reporting In planning and performing our audit, we considered Volunteer Center of Riverside County's internal control over financial reporting to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and not to provide assurance on the internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Organization's internal control over financial reporting. Our consideration of the intemal control over financial reporting was for the limited purpose described in the preceding paragraph and would not necessarily identify all deficiencies in internal control over financial reporting that might be significant deficiencies or material weaknesses. However, as discussed below, we identified certain deficiencies in internal controls over financial reporting that we consider to be significant deficiencies. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing the assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the organization's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles, such that there is more than a remote likelihood that a misstatement of the organization's financial statements that is more than inconsequential will not be prevented or detected by the organization's intemal control. We consider the deficiencies described in the accompanying schedule of findings and questioned costs to be significant deficiencies in internal control over financial reporting 09-1. A material weakness is a significant deficiency, or combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement • of the financialstatements will not prevented or detected the organization's internal control. Our consideration of the intemal control over financial reporting was for the limited purpose described in the first paragraph of this section and would not necessarily identify all deficiencies in the internal control that might be considered to be material weaknesses. However, we believe that none of the significant deficiencies described above is a material weakness. Murrieta Office 38605 Calistoga Drive, Suite 120 Murrieta, CA 92563 Telephone (951) 461-2045 Facsimile (951) 461-2095 www.smcocpa.c m 11 Lebanon Office 303 Antietam Court Lebanon, TN 37087 Telephone (615) 453-7855 Facsimile (615) 453-7855 REPORT ON INTERNAL CONTROL (Continued) Compliance and Other Matters As part of obtaining reasonable assurance about whether Volunteer Center of Riverside County's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grants, noncompliance with which could have a direct and material effect on the determination of financial statements amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion; The results of our test disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Volunteer Center of Riverside County's response to the findings identified in our audit is described in the accompanying schedule of findings and questioned costs. We did not audit Volunteer Center of Riverside County's response and, accordingly, we express no opinion on it: This report is intended solely for the information of management, The Board of Directors, and federal awarding agencies and pass-through entities and is not intended to be used and should not be used by anyone other than these specified parties. S December 03, 2109 G VOLUNTEER CENTER OF RIVERSIDE COUNTY SCHEDULE OF FINDINGS AND QUESTIONED COSTS JUNE 30, 2009 09-1 Allocation of Payroll Costs. Finding: Payroll costs are not allocated to grants based on actual time spent, in instances where employees are charged to more than one grant, but are based on the annual budget for the grant or other allocation method. Although the Center uses time sheets, the allocation of time among multiple grants is based upon estimates in most cases. OMB Circular A-122 requires that payroll costs charged to a grant be based on actual time or periodic sampling of actual time spent. Context. Reviewed system to determine allocation of payroll costs to grants was appropriate. Effect Certain payroll and benefits charged to grants could be subject to disallowance by granting agency. - - Cause: System design did not allow for actual posting of time. Recommendation: We recommend that the Center perform periodic time studies to support charges to multiple grants. Center's Response: We have conducted a time study that will be completed by April 2010. 13 VOLUNTEER CENTER OF RIVERSIDE COUNTY SUMMARY OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS JUNE 30, 2009 00-1 Allocation of Payroll Costs Finding: Payroll costs are notallocated to grants based on actual time spent, in instances where employees are charged to more than one grant, but are based on the annual budget for the grant or other allocation method. Although the Center uses time sheets, the allocation of time among multiple grants is based upon estimates in most cases. OMB Circular A -I 22 requires that payroll costs charged to a grant be based on actual time or periodic sampling of actual time spent. Context. Reviewed system to determine allocation of payroll costs to grants was appropriate. Effect. Certain payroll and benefits charged to grants could be subject to disallowance by granting agency. Cause: System design did not allow for actual posting of time: Recommendation: We recommend that the Center perform periodic time studies to support charges to multiple grants. Center's Response: The Center plans to conduct a time study to determine if an adjustment to the current estimated time allocations is necessary. Current Stakes: Still present as of June 30, 2009. SECRETARY OF STATE CERTIFICATE OF STATUS DOMESTIC CORPORATION 1, KEVIN SHELLEY, Secretary of State of the State of California, hereby certify: That on the 14th day of December, 1966, VOLUNTEER CENTER OF RIVERSIDE COUNTY became incorporated under the laws of the State of California by filing its Articles of Incorporation in this office; and That no record exists in this office of a certificate of dissolution of said corporation nor of a court order declaring dissolution thereof, nor of a merger or consolidation which terminated its existence; and That said corporation's corporate powers, rights and privileges are not suspended on the records of this office; and That accordingto the records of this office, the said corporation is authorized to exercise all its corporate powers, rights and privileges and is in good legal standing in the State of California; and That no information is available in this office on the financial condition, business activity or practices of this corporation. 14P-24 A (REV. 1-03) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of February 2, 2005. (21-A' KEVIN SHELLEY Secretary of State RECEIVED FEB 0 7 op OSP 03 74700 if"you have any questions; ptease:call us'at-ttaofie e fefephnumh'ershown:m the. hdineag 441s letet.: CITY OF TEMECUL r.. - SEP 1 5 20101 FISCAL YEAR 2010.11 1'e C COMMUNITY SERVICE FUNDING PROGRAM APPLICATION (Please Print or T. PROJECT INFORMATION Amount Requested: $ 4, 920 Project Name: Breast Health Assistance Program 12/1/10 Project Start Date: (Maximum allowable $5,000) Project End Date:/1/11 9 S Bre,+ c2- ne,a0 Resource C'an-fir~ ORGANIZATION INFORMATION Name of Organization: Michelle's Place, Breast Cancer Resource Center Contact Name: Kim Goodnough Title/Position: Executive Director Mailing Address: 41785 Elm St. #405, Murrieta, CA 92562 Telephone: 951-304-1280 Year Organization Founded: 2001 Number of Paid Staff: 3 Number of Volunteers: 65 GeographicArea(s)Served: Riverside County, CA Is this organization incorporated in California as a non-profit organization? Yes x No Effective Date: 2001 If"yes" (Must provide a copy of your statement of non-profit status from the State of California): Date of incorporation as a non-profit: 08/3/2001 Federal identification number: 33-0951216 State identification number: 2267780 If "no": Name of sponsoring organization: Federal identification number: State identification number: This application has been authorized by the organization's: Executive Committee Board of Directors x Members -at -Large Application - Page 1 FINANCIAL STATEMENTS PLEASE ATTACH COPIES OF THE CURRENT BUDGET OF THE ORGANIZATIONANDFINANCIAL' STATEMENTS (BALANCE STATEMENT AND INCOME STATEMENT). It does not require a CPA's audit, but please submit if available. MISSION STATEMENT Briefly describe the goals and objectives of your organization and community services it provides. Describe the ways your organization meets the criteria listed on page 2 of the CS Funding Policy. Mission Statement: To provide emotional and educational support to those living with breast cancer and facilitates services for breast health. Michelle's Place is a local resource center for women and their families dealing with breast cancer. Michelle's Place was created as a dying wish of Michelle Watson. Michelle was a 26 year old victim of breast cancer. As a Temecula resident, Michelle was frustrated with the lack of resources available to her while facing the challenges of cancer treatment. She wanted a place to go where she would find comfort, resources and information. Through the Breast Health Assistance Program, Michelle's Place is providing uninsured women in Riverside County with free and low cost mammograms and other diagnostic breast health services. Because of recent State funding cuts to the "Every Woman Counts" program, there is currently no State or local funding to provide uninsured women with breast health care. Michelle's Place is filling that need. Michelle's Place offers all of our services free to the community. We provide free wigs, prosthesis, and support groups. We also have a lending library and a survivor telephone support system. The survivor network provides newly diagnosed women and their families with a source to answer their questions, find comfort and provide insight into their new diagnosis. We offer free educational seminars and weekly exercise programs that are open to the public. These seminars offer information on nutrition, breast health, breast cancer prevention, exercise, stress relief and methods to help in the healing process. The Pink Ribbon Assistance program offers basic needs assistance to women going through treatment. Since it's inception in 2001, Michelle's Place has provided over 26,900 services to women and their families dealing with breast cancer. There are currently no other resources in the City of Temecula providing free resources to women and their families dealing with breast cancer. Michelle's Place is the only resource in Riverside County. Application - Page 2 PROJECT DESCRIPTION How will your organization use the funding awarded? Describe the project, project objectives, those served, area serviced, and number of volunteers involved. Be specific._ Include equipment or services that would be purchased and why. Include a detailed budget and a schedule of significant activities related to this project. You may attach a maximum of one double-spaced typewritten page of information. (Please type or print legibly) Please see attached Application - Page 3 Breast Health Assistance Program The Breast Health Assistance program began in April of 2004, when Michelle's Place, The Breast Cancer Resource Center received grant funding from the Inland Empire. Affiliate of the Susan G. Komen Foundation. Almost six years later, more than 2,800 women have been accepted into the Breast Health Assistance program. We have facilitated in the diagnosis of -32 cases of breast cancer. 19 of these women were less than 40 years old. More than 26,900 free services have been provided to women in the Inland Empire. And in 2009, Michelle's Place provided 265 Temecula residents with free resources. The Breast Health Assistance program provides breast health resources, navigation, financial assistance andsupport to women and their families in Riverside County. One component of the Breast Health Assistance program is free and low-cost mammograms, ultrasounds and other diagnostic breast health services. The process begins with a referral from a clinic or a call into the Resource Center requesting a breast health service. An intake form is immediately completed by the volunteer operator to determine the best resource for the woman. After determining her needs, she is either sent a Michelle's Place application for services or directed to a resource that would better meet her needs. Once a woman is accepted into the program through a Michelle's Place application she is referred to an imaging facility. Our Patient Navigator ensures she receives timely appointments. Upon receiving the results of the imaging, she will be referred for additional tests, referred to a surgeon for further tests or be released from the program and prescribed follow-up treatment. Since breast cancer is generally treated on an outpatient basis, clients are often in need of direction during the treatment process and benefit greatly from outpatient care coordinating. The Breast Health Assistance program provides a patient navigator to each client enrolled in the program. The Breast Health Assistance program services include: • Complete initial clinical and needs assessment at time of enrollment. • Individualized plan of care. • Education regarding disease process, treatment modalities and psycho -social issues. Materials are mailed as needed. • Provider liaison to ensure timeliness of appointments and care. • Referrals to community resources. • Facilitates free diagnostic services. • Insurance/claims assistance. • Basic needs resources including transportation, financial assistance, in home services, meals and other support services upon diagnosis. • Lymphedema support services including free fittings, gloves, sleeves and resources. As Michelle's Place continues to be one of the Inland Empire's sole providers for diagnostic services to uninsured women less than 40 years old, it is important for Michelle's Place to continue in administering this program. The American Cancer Society estimates that at least 1,055 women will be diagnosed with breast cancer in 2009 in Riverside County and at least 230 residents will die. Now, with the recent funding cuts in the "Every Women Counts" breast cancer screening program, the need for services will increase dramatically. No longer is the gap in service limited to uninsured women less than 40 years old. The need now includes all uninsured women who have a symptom of breast cancer. A primary objective of the Breast Health Assistance program is to be available to all clients of any age who need breast health services. The diagnostic program targets women who would otherwise fall through the cracks. These women include uninsured, underinsured women who are less than 40 years old and have a symptom of breast cancer. Although breast cancer is a disease affecting women primarily over the age 40, a significant number of women under age 40 are affected in this region. This has been well documented by the success of the `Every Women Counts" program. Unfortunately, effective January 1, 2010 the "Every Women Counts" program lost its funding. There are currently no resources for breast health services in the State of Califomia for any women of any age. This poses a huge problem for uninsured women who have a symptom of breast cancer. At least 60 women will receive diagnostic services directly related to breast health. An additional 3,000 women will receive support resources by directly visiting the Center or calling the 800# for resources. The Breast Health Assistance program goal is to provide outpatient navigating and breast health care services to any qualified individual seeking assistance. Budget: 60 women x screening mammogram ($82) = $4,920.00. Funding from the City of Temecula will directly benefit the residents of Temecula. A minimum of 60 women will receive free screening mammograms and all navigation and support of the Breast Health Assistance program through our Patient Navigator. There is currently no resource available to uninsured, low-income women of Temecula Valley to receive breast health services. Michelle's Place is meeting that need. Through the generous support of our local practitioners and imaging facilities, Michelle's Place receives a significant discount on all services provided to the participants of the Breast Health Assistance Program. All fees are reimbursable at Medi -Cal rates or a 40% discount, whichever is lower. If any of the participants who receive a screening are in need of additional tests, surgeon consult or biopsy, they will receive these services free through the Breast Health Assistance program. SIGNATURE PAGE We hereby certify he information contained in this application is true to the best of our knowledge and belief. PREPARED BY: -Kimberly flnndnough ExecutivP Director - - NAME and TITLE (Please Print or Type) - -- - - - SIGNATURE: PRESIDENT or AUTHORIZED OFFICER: SIGNATURE: Marilyn Watson, President NAME and TITLE (Please Print or Type) curdiveC -11-4344) ORGANIZATION NAME: Michelle's Place, Breast Cancer Resource Center MAILING ADDRESS: 41785 Elm St. #405, Murrieta, CA 92562 TELEPHONE: 951-304-1280 DATED THIS 14 of September , 2010. (Date) (Month) BE SURE TO INCLUDE THE ORIGINAL PLUS ONE COPY AND SUBMIT TO: Mail Completed Applications to: Or Deliver in Person to: City of Temecula Community Service Funding Program Attn: Judy McNabb Post Office Box 9033 Temecula, CA 92589-9033 City of Temecula Community Service Funding Program Attn: Judy McNabb 43200 Business Park Drive Temecula, CA 92590 Application - Page 5 • WOMENS BREAST CANCER RESOURCE. CENTER % MARILYN R WATSON_ 41538 EASTMAN DR • MURRIETA CA 92562 Department of the Treasury P. O. Box 2508 Cincinnati, 011 45201 Person to Cont.act Steve Brown 31-07422 Customer Service Specialist Toll Free Telephone Number: 877-829-5500 Federal Identification Number: 33-0951216 Dear Sir or Madam: This is in response to your request of November 8, 2005, regarding your organization's tax-exempt status. In December 2001 we issued a determination letter that recognized your exempt from federal income tax. Our records indicate that your organization currently exempt under section 501(c)(3) of the Internal Revenue Code. Our records indicate that your organization is also classified as a public charity under section 509(a)(2) of the internal Revenue Code. Our records indicate that contributions to your organization are deductible under section 170 of the Code, and that you are qualttIed to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Internal Revenue Code. If you have any questions, please call us at the telephone number shown in the heading of this letter. Sincerely, r _ Janna K. Skufca, Director, TE/GE Customer Account Services Michelle's Place 2010 Budget Final 9/15/2010 Page 1 of 3 - - Komen 09/10 - Komen 10/11 Riverside County CBDG Weingart Foundation Verizon 2009- 2010 Community Foundation 2010/11 Bank of America Kaiser Foundation CVS, Race 4 Humanity, Administrative Fundraising (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Mist. Grants) TOTAL Income , Donations- General Donation- Wings. of Hope 20,000.00 20,000.00 Donations' -.General - Other , 60,000.00 60,000:00 Total Donations: General'. 80,000.00 80,000.00 Donations- Giving Tree 1,500.00 1,500.00 Golf Tournament Event Day Income ', , 12,000.00 12,000.00 Golf -Sponsorships 20,000.00 20,000.00 i , 1., 'loiters and Banquet Guests - 8,000.00 8,000.00 al Golf Tournament 40,000.00 40,000.00 Grant Income Komen 09/10. 7,914.00 7,914.00 Kamen 10/11 - 74,420.00 74,420.00 Riverside Country CDBG 12200.00 - 12,200.00 Verizon Foundation 24,000.00 24,000.00 Weingart Foundation 10,000.00 10,000.00 Ralphs - - _ 5,000.00 5,000.00 Community Foundation : - 10000 Bank of America' 10000 CVS Caremark 1,000.00 1,000.00 Sam's Club 1,000.00 Race 4 Humanity 2,500.00 2,500.00 Kaiser FoJndation . 10000 10,000.00 Total Grant Income: ... 7,914.00 74,420.00 12,200.00 10,000.00 24,000.00 10,000.00 10,000.00 10,000.00 9,500.00 168,034.00 Interest Income' ' 6,000.00 6,000.00 Newsletter Envelope 3,000.00 3,000.00 Other Events - Income', 50,000.00 50,000.00 .Pl 'ink �IPink Ribbon Assistance Program Ribbon Gift Cards 3,000.00. 3,000.00 Ribbon Assistance Program - Other 5,000.00 5,000.00 Total Pink Ribbon Assistance Program 8,000.00 8,000.00 Spring Fundraiser. EventDay.Income 10,000.00 10,000.00 MammograMUltrasound.Auctlon - 6,000.00 6,000.00 Tickets/Tables : 15,000.00 15,000.00 Vendors/Sponsors 5,000.00 5,000.00 Total Spring Fundraiser 36,000.00 : . 38,000.00 Total income - 6,000.00 218,600.00 7,914.00 74,420.00 12,200.00 10,000.00 24,000.00 10,000.00 10,000.00 10,000.00 9,500.00 392,534.00 Expense 111 9/15/2010 Page 1 of 3 Michelle's Place 2010 Budget Final 9/15/2010 Page 2 of 3 Komen 09/10 Komen10111 Riverside County CBDG Weingart Foundation Verizon 2009- 2010 Community Foundation 2010111 Bank of America Kaiser Foundation CVS, Race 4 Humanity, Administrative Fundraising (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Misc. Grants) TOTAL Golf Toumament Expense Advertising & Promotions 1,500.00 1,500.00 Golf Banquet; 4,000.00 . - 4,000.00 Golf Course .. 6,000.00 6,000.00 Misc, - 1,000.00 1,000.00 Total GolfToumantent Expense 12,500:00 12,500.00 Office Expenses Auto Insurance (Commercial) 1,079.00 - 1,079.00 Cellular Phones 1,500.00 1,500.00 'om�rulers/Software/Intemet 15,000.00 15,000.00 Dues & Subscriptions 1,500.00 1,500.00 Executive Budget . 500.00 500.00 Insurance - Directors&Officer . .1,450.00 1,450.00 Insurance -Liability 1,332.00 1,332.00 Mileage/Travel 2,500.00 1,127.00 3,627.00 Office Printing '.. 5,000.00. . . 500.00 5,500.00 Office Supplies 4,000.00. 4,000.00 Other Miscellaneous Expense 3,000.00 - -, 8,766.00 1,000.00 1000 10,786.00 Postage 1,500.00 . . 1,500.00 Rent 17,400.00 - 17,400.00 Staff Development 500.00 500.00 Telephone 4,500.00 4,500.00 Utilities ' - 3,000.00 3,000.00 Web Development l' . 3,000.00 - 3;000.00 Total Office Expenses 48,761.00 0.00 0.00 7,893.00 0.00 0.00 19,500.00 1,000.00 76,154.00 Other. Events 5,000:00 0.00 5,000.00 Pr fessional Fees [Bookkeeping - 1,800.00 - 1,800.00 —l--dication Coordinator -Michele - 580.00 1,800.00 2,380.00 atient Navigator Asst - Cathy. - 3,200.00. 500.00 1,700.00 5,400.00 Fundraising Cbord.- Janiie 5,000.00 - . . -- . . 5,000.00 Program Coordinator-Jatnle. - 9,236.00 1,684.00. 5,600.00 4,000.00 4,500.00 . 25,000.00 Total Professional Fees : - 19,236.00 .2,244.00. 7,900.00 5,700.00 . 4,500.00 39,580.00 Resource. Center .. Community/Patient Education — Educational Seminars/Wellness 1,770.00 1,770.00 Community/Patient Education - r 2,000,00 2,300.00 3,002.00 7,302.00 Total Community/Patient Educ. 2,000.00 4,070.00 3,002.00 9,072.00 ebed ,. 4,800.00 4800 4,800.00 Lymphedema-Sleeves 3,300.00 400 3,300.00 Meditation 4,800.00 4800 - 4,800.00 9/15/2010 Page 2 of 3 Michelle's Place 2010 Budget Final 9/15/2010 Page 3 of 3 Komen 09110 Komen 10111 Riverside County CBDG Weingart Foundation Verizon 2009- 2010 Community Foundation 2010/11 Bank of America Kaiser Foundation CVS, Race 4 Humanity, Administrative Fundraising (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Grants) (Misc. Grants) TOTAL Patient Care-Mammogram/Test - :35,000.00 -45,000.00 25,000.00 10000 105,000.00 Pink Ribbon Assistance Program 15,000.00 10000 8,500.00 33,500.00 Total Resource Center ,46,600.00. 45,000.00 4,070.00 46,302.00 0.00 0.00 0.00 10,000.00 10,000.00 10,000.00 8,500.00 180,472.00 Salaries AdminMlspanlc Coord -Carrie 19,624.00 1,600.00 7,950.00 29,174.00 Executive Director -Kim 43,569.00 10,000.00 53569.00 Insurance Benefit Allocation ' - -. 10,800.00 10,800.00 Payroll. Tax Expense. . 8,481.31 . . - 8,481.31 s . rotal Patient Navigator - Cheryl : -30,243,00: 4,375.00 6,500.00 41,118.00 Vorkers' Comp Insurance 2,450.07 2,450.07 Salaries 115,167.38 : 0.00 1,600.00 12,325.00 6,500.00 10,000.00 0.00 0.00 0.00 0.00 0.00 145,592.38 Spring Event Advertising 8Promotion 1,500.00 1,500.00 Entertainment 6,000.00 0,000.00 Food 8 Venue : 10,000,00 10,000.00 Misc. ,. .. 1,000.00 1,000.00 Total Spring Event 18,500.00 18,500.00 Volunteer Ekpeaso :3,000,00 . -. 3,000.00 Total Expense 232,764.38 81,000.00 7,914.00 74,420.00 12,200.00 10,000.00 24,000.00 10,000.00 10,000.00 10,000.00 9,500.00 480,798.38 -226,764.38 137,500.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0.00 -88,264 9/15/2010 Page 3 of 3 990 -EZ Short Form Return of Organization Exempt From Income Tax -. Under section 501(c).527, or 4947(a)(1) of the Internal Revenue Code (except LW ksrg benefit bust or pivate foundation) P. Sponsoring organizations of donor advised funs and controlling organizations as defined In section 512(b)(13) must file Form 990. All other organizations with gross receipts less than $500.000 and total 'anent of the Treasury assets less than $1,250,000 at the end of the year may use this form nal Revenue Service The organization may have to use a copy of this retum to satisfy state reporting requirements. or the 2009 calends year, or tax year beginning : , 2009, and ending heck if applicable: --C Name of organization.-.-_.. ddress change Womens Breast Cancer Resource Cente ame Mange Number and street (or PO. boxd mail is not delivered to street address) - _. 1 Ropnysuite--tial return _- _mJnated37877 Glen Oaks Road mended return City or Imm, state or country, and ZIP + 4 oprationpendingTemecula, CA 92592 • Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitabletrusts must attach - a completed Schedule A (Form 990 or 990 -EZ). - G lebsite: ► michellesplace. org H OMB No. 1545-1150 2009 Open to Public Inspectioi 20 D Employe identification. number - 33-0951216 E Telephone number- - F Group Exemption Number ► Accounting Method: nCash - EAccrual Other (specify) ► - - - -- - - Check ► EXi if the organization is not ..;,required to attach Schedule 8 (Form 990, ax -exempt status (check only one) - p 501(c) ( 3 ) A (insert no.) El4947(a)(1) or Jj 527 99ly=EZi:-or 990 -PF). heck 10 ❑ if the organization is not a section 509(a)(3) supporting organization anditsgross receipts are normally not more than $25,000. A nrm 990 -EZ or Form 990 return is not required, but if the organization chooses to file a return, be sure to file a complete,return. td lines 5b, 6b, and 7b, to line 9 to determine gross receipts; if $500,000 or more file Form 990 instead of For 990 EZ m - $ ESI Revenue. Expenses, and Changes in Net Assets or Fund Balances (See the instructions fo Part 1) 381,675 1 Contributions, gifts, grants, and similar amounts received 1 2 Program service revenue including government fees and contracts 2467769 3 Membership dues and assessments 4 Investment income 5a Gross amount from sale of assets other than inventory 5a 4 ,562 b Less: cost or other basis and sales expenses 15b c Gain or (loss) from sale of assets other than inventory (Subtract line 5b from line 5a) ---- 5 Special events and activities (complete applicable parts of Schedule G). If any amount is from IHjFIg, check here a Gross revenue (not including $ of contributions '' . --- I. reported on line 1) 6q 130, 349 b Less: direct expenses other than fundraising expenses 6f 33,2 61 c Net income or (loss) from special events and activities (Subtract hne16t) from"! a �) Y' 97 , 088 7a Gross sales of inventory, less returns and allowances • • • • ..� _ b Less: cost of goods sold , • �;. c Gross profit or (loss) from sales of inventory (Subtract line 7b,from tine 7a)` 8 Other revenue (describe $- *` :;` "e` itYr- 9 Total revenue. Add lines 1 2 3 4, 5c, 6c, 7c, end 8*"' 10 Grants and similar amounts paid (attach schedule) - . 11 Benefits paid to or for members 12 Salaries, other compensation, and employee benefits 13 Professional fees and other payments iri dependent contractors 159, 117 14 Occupancy, rent, utilities, and maintggance 42 , 868 15 Printing, publications, postage,.and shipping20, 917 16 Other expenses (describe PI.§TAt1"- '30 7 , 474 17 Total expenses. Add lines101through.16 ) 184 ,168 18 Excess or (deficit) for the year (Subtract line 17 from line 9) _ 419 , 564 )) (must agree with 19 Net assets or fund'pelan0es at)7yginning of year (from line 27, column (A)) (66,150) end -of -year figure reported ori prior years return) 20 Olhetehanges in net assets or fund balances (attach explanation) STM104 20 274, 503 21 Net assets or fund bF nces at end of year. Combine lines 18 through 20 - - - • 21 (16, 492) 191, 861 II 1 Bajance Sheets. If Total assets on line 25, column (8) are $1,250,000 or more, file Form 990 instead of Form 990 -EZ. " (See the instructions for Part IL) - ash, savings, and investments (B) End of year and and buildings140, 778 liter assets (describe ► STM131 otal assets otal liabilities (describe 2 3 4 5c 7b 6c 7 8 11 348,414 12 13 14 15 16 17 18 (A) Beginning or year et assets or fund balances (line 27 of column (B) must agree with line 21) 'acy Act and Paperwork Reduction Act Notice, see the separate instructions. FFL 212,741 61,762 274,503 274,503 22 23 24 25 26 27 51,083 191,861 191,861 ;EZ (2E09) ,- Womens Breast Cancer _resource Cente 33-0951216 g -:Statement of Program Service Accomplishments (See the instructions for Part lil.) _. . _..Expenses-- -. .. . for section. and 501(c)(4) and section trusts; optional hers) e organization's primary exempt purpose?. Supportfor.. victims of breast.. cancer - - - (Required vhat was achieved in carrying out the organization's exempt purposes. Ina: clear and concise escribe the services provided, the number of persons benefited, or other relevant information for ram title __ _ -. _ _. 501(c)(3) organizations 4947(x)(1) for o idedfacility for support meetings and counseling for -- - 0 - -28a - - ._. -156, 599 n with breast cancer available for the entire community 0 C s $ - ).-If this amount includes foreigngrants, chectc here -• • • • • •... _. ► . Lding medical examinations for women with or at risk for - --- -- - _- 29a -- 83, 818 it cancer tson erdale Dr Yorba Linda CA, 92886 Director 6 0 s-$ ) If this amount includes foreign grants, check here ► fl .ding information relating to breast cancertopatients - -- Director ^.w §ASSW... - - 30a 29 , 851 :o the community- atlarge 0 onrad arra de Ronda Murrieta CA, 92562 Director 10 =" $ - ) If this amount includes foreign grants, check here • • • • .. ►lit grogram services (attach schedule) t $ ) If this amount includes foreign grants, check here 0 ► 31a See SERVICES 16, 983 rogram service expenses (add lines 28a through 31a) 0 No; 32 282 , 251 Directors, Trustees, and Key Employees. List each one even if not compensated (See the ins (a) Name and address (b) Ttte and average hours per week devoted to positioner (c) Compensation Of not Paid. -139 en0 (d) Contributions to employee come plans 8 deemed compensation (e) Expense amount and other albwances -R Watson .en Oaks Road Temecula CA, 92592 President 8 0 C 0 Watson en Oaks Road Temecula CA, 92592 Vice President 8 0 C 0 er dical Center Dr 103 Murrieta, 92562 Director 5 0 0 0 tson erdale Dr Yorba Linda CA, 92886 Director 6 0 0 0 oontz lle Azucar Murrieta CA, 92562 Director ^.w §ASSW... '�'�+,, 0 0 0 onrad arra de Ronda Murrieta CA, 92562 Director 10 =" 0 0 0 lmacio m St., Ste 305 Murrieta, 92562 Directoµ�v'+'f -` 3 0 0 0 Goodnough n St. Ste 305 Murrieta CA, 925624 l;xecutDirec �_ 50 55,606 0 0 d<= EEA Form 990 -EZ (2009) Short Form Return of Organization Exempt From- Income Tax Undersemen5M(c), 527, a-4947(agl) of the Menial Revenue Code. (except black lug bereft trustor private foundation) -► Sponsoring organizations- of donor advised funds and controlling organizations as definedin section - 512(b)(13)must file Form 990. All other organizations with gross receipts less than $500,000 and total - assets less than $1,250,000 at the end of the year may use this toren - ► The organization may have to use a copy of this return to satisfy state reporting requirements - -- year, or tax year beginning _- - - , 2009, and ending Department of the Treasury Internal Revenue Service A For the 2009 calenda BCheck if applicable: " Address change ❑ Name Mange initial return - - ❑Terminated ❑ Amended return ❑ Appication pending 2009 entoPublic' lnspectlao: , 20 Please- use IRS label or palter - See Specific heua ten. C- Name of - Womens Breast Cancer Resource Cente Number and street (or P.O. box, if mail is not delivered to street address) 37877. Glen Oaks Road RooMsute -D Employe identification number 33-0951216 - - - E Telephone number City or town, state Cf country, and ZIP + 4 Temecula, CA 92592-- F Group Exemption Number ► - - • Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitable trusts must attach _ -- -- -- a completed Schedule A (Form 990 or 990 -EZ).---- - - -- Website: ► michellesplace.org J Tax-exempt status (check only one) - 501(c) ( 3 ) 4 (insert no.) ❑ 4947(a)(1) or ❑ 527 K Check ► ❑ if the organization is not a section 509(a)(3) supporting organization and its gross receipts are normally not more than $25,000. A Form 990 -EZ or Form 990 return is not required, but if the organization chooses to file a return, be sure to file a complete return. - L Add lines 5b, 6b, and 713, to line 9 to determine gross receipts; if $500,000 or more, file Form 990 instead of Form 990 -EZ ► $ I Revenue Expenses and Changes in Net Assets or Fund Balances 1 Contributions, gifts,. grants, and similar amounts. received 2 Program service revenue including government fees and contracts 3 Membership dues and assessments 4 Investment income 5a Gross amount from sale of assets other than inventory b Less: cost or other basis and sales expenses c Gain or (loss) from sale of assets other than inventory (Subtract line 5b from line 5a) 6 Special events and activities (complete applicable parts of Schedule G). If any amount is from gang, check here a Gross revenue (not including $ of contributions Ba b Less. direct expenses other than fundraising expenses 8I c Net income or (loss) from special events and activities (Subtract line from fi 6a) 7a Gross sales of inventory, less returns and allowances b Less- cost of goods sold c Gross profit or (loss) from sales of inventory (Subtract fine 7b` -from linea 8 Other revenue (describe le G _ A counting Method: ❑Cash. ❑Accrual. - 0 her (specify) Ile - -. - - - H C eck ► ® if the organization is not required to attach Schedule B (Form 990, 990 -EZ, or 990 -PF). Part R e v e n u e E z p e n s e $ A Ns es to t 381,675 (See the instructions fo Part I.) 5a 7 246,764 2 3 4 4,562 513 reported on line 1) ► ❑ 130,349 5c 33,261 9 Total revenue. Add lines 1, 2, 3, 4, 5c, 6c, 7c, And 8 Grants and similar amounts paid (attach schedutg)' Benefits paid to or for members � Salaries, other compensation, and enj,p ee benefits` 13 Professional fees and other payments& dependent contractors 14 Occupancy, rent, utilities, and maintenance - pj ,. 15 Printing, publications, postage,(�nd shlpp(ng 16 Other expenses describe P' �S 130 "5wr P ( �S1 17 Total expenses. Add fines"f0jhrough.16 10 11 12 18 Excess or (deficit) for the ytar(S tract line 17 from line 9) c 97,088 7c 8 9 348,419 ► 10 11 12 13 14 15 16 17 19 Net assets or fund*glarl at beginning of year (from line 27, column (A)) (must agree with end -of -year figure repol)ed oprior year's return) 20 Other changes in net assets or fund balances (attach explanation) 21 Nar`sssets or funs) bafences at end of year. Combine lines 18 through 20 Part 11 8Tt9104 18 159,117 42,868 20,917 7,474 184,188 414 ,564 (66,150) 19 20 21 274,503 (16,492) 191, 861 Balance Sleets, If Total assets on line 25, column (Blare $1,250,000 or more, file Form 990 instead of Form 990 -EZ. ``, Ti: - (See the instructions for Part IL) 22 Cash, savings and investments 23 Land and buildings 24 Other assets (describe ► STM131 25 Total assets 26 Total liabilities (describe ► ) 27 Net assets or fund balances (line 27 of column (8) must agree with line 21) For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions. (A) Beginning of year (B) End of year 212,741 22 140,778 23 61,762 24 51,083 274,503 25 191,861 26 274,503 27 191,861 EEA Form 990 -EZ (20091 Form 990 -EZ (2009) Womens Breast Cancer Resource Cente (b) Title and average - hours per week • devoted to position _... 33-0951216 _. Page Part Ill Statement of Program -Service Accomplishments (See the instructions for Pad IIL) (c) Compensation (snot paid, enierA..) -- --Expenses - (Required for section 501(c)(3) and 501(c)(4) organizations and section -4949(a)(1)-trusts; optional for others.). _.. What is the organization's primary exempt purpose? Support for victims of 'breast cancer Marilyn R Watson 37877 Glen Oaks Road Temecula CA, 92592 President 8 - Describe what was achieved in carrying out the organization's exempt purposes. In a-clearand concise - - manner, describe the services provided, the number_of persons benefited, or other relevantinformation for - each program title. ... ... _. _ - - - - - .. _ - 28. Provided facility for support meetings and counseling for_. 0 William Watson 37877 Glen Oaks Road Temecula CA, 92592 Vice President 8 _ 28a -- _ 1.56,599 women with breast cancer available for the -entire -community - 0 -- -..-- 0 Jan Geller 25460 Medical Center Dr 103 Murrieta, 92562 Director 5 (Grants $ _. - ) Ifthis amount includes foreign grants; check here • --• • •: • 1 f 29 Providing medical examinations for women with or at risk for 0 Wayne Watson 6082 Amberdale Dr Yorba Linda CA, 92886 Director - 6 29a 83, 818 breast cancer 0 C 0 Ginger Koontz 39577 Calle Azucar Murrieta CA, 92562 Director 5;;t (Grants $ ) If this amount includes foreign grants, check here ";a y 0 ► 9,. 30 Providing information relating to breast cancer to patients. 0 Carole Conrad 40199 Sierra de Ronda Murrieta CA, 92562 Director %'' Ak 30a 29,851 and to the community at large Maria Dalmacio 41765 Elm St-, Ste 305 Murrieta, 92562 Directot" °i 4 ° -' (Grants $ - ) If this amount includes foreign grants, check here 0 ► 9 31 Other program services (attach schedule) (Grants $ ) If this amount includes foreign grants, check here 0 Kimberly GoodnoughE 41785 Elm St. Ste 305 Murrieta CA, 92562 ► 9 31a See SERVICES 16, 983 32 Total program service expenses (add lines 28a through 31a) 55,606 C • • ► 32 282,251 Directors, Trustees, an... _ ey mployees. List each one even if not compensated (See the instructions for Part IV.) (a) Name and address (b) Title and average - hours per week • devoted to position - (c) Compensation (snot paid, enierA..) (d) Contributions to employee benefit plans & deferred compensation (e) Expense account and ether alto ances Marilyn R Watson 37877 Glen Oaks Road Temecula CA, 92592 President 8 - 0 0 0 William Watson 37877 Glen Oaks Road Temecula CA, 92592 Vice President 8 0 0 0 Jan Geller 25460 Medical Center Dr 103 Murrieta, 92562 Director 5 0 C 0 Wayne Watson 6082 Amberdale Dr Yorba Linda CA, 92886 Director - 6 0 C 0 Ginger Koontz 39577 Calle Azucar Murrieta CA, 92562 Director 5;;t ;. ";a y 0 0 0 Carole Conrad 40199 Sierra de Ronda Murrieta CA, 92562 Director %'' Ak `' Maria Dalmacio 41765 Elm St-, Ste 305 Murrieta, 92562 Directot" °i 4 ° -' 0 0 0 Kimberly GoodnoughE 41785 Elm St. Ste 305 Murrieta CA, 92562 ecuto.ye Ditto '0 55,606 C 0 s z° Y 4j. y EEA Form 990 -EZ (2009) Form. 990 -EZ -(2009) .. Womens-Breast Cancer Resource Cente Other Information (Note the statement requirements in the instructions for Part V) 33. Did the organization engage in any activity not previously reported to the IRS? If "Yes," attach a detailed _ -description of eachactivity- .--- - -..-., _ ..... .. .. ......... ... ........... • 34 Were any changes made to the organizing or governing documents? If "Yes," attach a conformed copy of - - 35 If the organization had income from business activities, such as those reported on lines 2, 6a, and 7a (among others), but not reported on Form 990-T, attach a statement explaining why the organization did not report the income on Form 990-T. a .Did the organization have unrelated business gross incomeof$1;000 or more or was it subject to section 6033(e) notice, reporting, and proxy tax requirements? Part V:: b If "Yes," has it filed a tax return on Form 990-T for this year? • 36 Did the organization undergo a liquidation, dissolution, termination, or significant disposition of net assets during the year? If "Yes," complete applicable parts of Schedule:N 37 a .Enter amount of political expenditures, direct or indirect, as described in the instructions ► 1 37 1 b Did the organization file Form 1120-POL for this year? Nes 33 34 35a 35b 36 38 a Did the organization borrow from, or make any loans to, any officer, director, trustee, or key employee or were any such loans made in a prior year and still outstanding at the end of the period covered by this return? b If "Yes," complete Schedule L, Part II and enter the total amount involved 38b 39 Section 501(c)(7) organizations. Enter. a Initiation fees and capital contributions included on line 9 b Gross receipts, included on line 9, for public use of club facilities 39a 39b 37b 38a 40 a Section 501(c)(3) organizations. Enter amount of tax imposed on the organization during the year under: section 4911 ► ; section 4912 ►. ; section 4955 ► b Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in any section 4958 excess benefit transaction during the year or is it aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990 -EZ? If "Yes," complete Schedule L, Part I c Section 501(c)(3) and 501(c)(4) organizations. Enter amount of tax imposed on organization managers or disqualified persons during the year under sections 4912, 4955, and 4958 ``e`;_ ► d Section 501(c)(3) and 501(c)(4) organizations. Enter amount of tax on line 40c reimbursed by the organization °':+,,„*..,r ► e All organizations. At any time during the tax year, was the organization a pgfjy-to aprohibitedax shelter transaction? If "Yes," complete Form 8886-T et -1. .,, 41 List the states with which a copy of this return is filed. ► C 42 a The organization's books are in care of ► Marilyn R Watso41 Telephone no. O.951-302-0739 Located at $ e 37877 Glen Oaks Road Tmecu2 elka ZIP + 4 ► 92592 b At any time during the calendar year, did the organizaffbn have ansate est in or a signature or other authority n count it over a financial account in a foreign country (such as�ank accodll, securities account, or other financial account)? k Iysx If "Yes," enter the name of the foreign coupO.See the instructions for exceptions and filingggirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. c At any time during the calendar yeardYd the organization maintain an office outside of the U.S'? If "Yes," enter the name of the foreigiicquntry.' :'►. 43 Section 4947(a)(1) nonexemplcharl(Wbte inots filing Form 990 -EZ in lieu of Form 1041 -Check here and enter the amountgf tax-exempt interest received or accrued during the tax year ► I 43 1 40b 40e X Yes No X 42b 42c X 44 Did the organization maintain any donor advised funds? If "Yes," Form 990 must be completed instead of Form 9904EZ `"- - --- - 45 Is any related orgamz4ion a controlled entity of the organization within the meaning of section 512(b)(13)? If Yes," Form; 990 must tie completed instead. of Form. 990 -EZ Yes 44 45 X. EEA Form 990 -EZ (2009) Fornl990-EZ (2009) Womens Breast Cancer Resource. Cente ... _ 33-0951216 Page 4 Section 501(c)(3) organizations and section 4947(a)(1) nonexempt charitable trusts only. Allsection --: 501(c)(3) organizations and section 4947(2)(1) nonexempt charitable trusts must answer questions. 46-49b -- - - and complete the tables for lines 50 and 51. - - 46 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes,' complete Schedule C, Part I • • • • • • • • • • • • . • - • . • • . • .... . 47 Did the organization engage in lobbying activities? If "Yes," complete. Schedule C, _Part II • • • • _.- • .. • • ... • •..... . 48 Is the organization a school as describedin section 170(b)(1)(A)(ii)? If "Yes;' complete Schedule E 49 a Did the organization make any transfers to an exempt non -charitable related organization? - • • • • • • b If 'Yes," was the related organization a section 527 organization? -.• • • • • • • • • - - - .... • . • • • • • • • • . 50 Complete this table for the organization's five highest compensated employees (other than officers, directors, trustees and key employees) who each received more than $100,000 of compensation from the organization. If there is none, enter "None." Rart Vi Yes No X_ X X X X 46 47 48 49a 49b (a) Name and address of each employee paid more than $100,000 (b) Title and average hours per week devoted to position (c) Compensation (d) Contributions to employee benefit plans A deferred compensation (e)Expense account and other allowances_ NONE NONE Type or print name an 4ite Paid Paid Preparers' signature - Dale 05-11-2010 Check A � self - employed ► I^ fit Preparers P - "ti7inifred A SamstagCPA Flgee-emme(or yoyrS EIN ► Use Only d¢ress.adZI :;-) 26204 Ridgemoor Road address and ZIP+4 use" •`:".. s": Sun City, CA 92586 a."a. ':"_ �_____.. Phone no. No' 951-679-4500 f Total number of other employees paid over $100,000 ► Si Complete this table for the organization's five highest compensated independent contractors who each received more than 5100,000 of compensation from the organization. If there is none, enter "None.' al number of other mdepentlent contractors each receiving over $100,000 • • • se* Sign (a) Name and address of each independent contractor paid more than $100,000 Under penalties of perjury, I declare that] ayg examined Nis reium, including accompanying schedules and statements, and to the best of my knowledge and belief, it is tate, correct, and cornplet ftb claration of preparer (other than officer) is based on all information of which preparer has any knowledge. ; .:.. Here (b) Type of service (c) Compensation NONE Type or print name an 4ite Paid Paid Preparers' signature - Dale 05-11-2010 Check A � self - employed ► I^ fit Preparers P - "ti7inifred A SamstagCPA Flgee-emme(or yoyrS EIN ► Use Only d¢ress.adZI :;-) 26204 Ridgemoor Road address and ZIP+4 use" •`:".. s": Sun City, CA 92586 a."a. ':"_ �_____.. Phone no. No' 951-679-4500 N rcS a+. al number of other mdepentlent contractors each receiving over $100,000 • • • se* Sign Under penalties of perjury, I declare that] ayg examined Nis reium, including accompanying schedules and statements, and to the best of my knowledge and belief, it is tate, correct, and cornplet ftb claration of preparer (other than officer) is based on all information of which preparer has any knowledge. ; .:.. Here Signature of officer" Date Type or print name an 4ite Paid Paid Preparers' signature - Dale 05-11-2010 Check A � self - employed ► I^ Preparets Identifying No. (See insq Preparers P - "ti7inifred A SamstagCPA Flgee-emme(or yoyrS EIN ► Use Only d¢ress.adZI :;-) 26204 Ridgemoor Road address and ZIP+4 Maem lac s": Sun City, CA 92586 a."a. ':"_ �_____.. Phone no. No' 951-679-4500 se_ n above? See instructions EEA �. Yes !j No Form 990 -EZ (2009) SCHEDULE A. (Form 990 or 990 -EZ) Department of the Treasury Internal Revenue Service i ublic Charity Status and Public oupport OMB No. 1545-0047 Complete if the organization is asection 501(c)(3) organization ora section - — 4947(a)(1) nonexempt charitable trust. ► Attach to Form 990 or Fonn990-EZ. - - ► See separate instructions. - - Open to Public:`. Inspection N3ne ante enaniradm Womens creast Cancer Resource Cente. FnSlo/erida ic0ian number... . 33-0951216 -Patti'- --Reason: for. Public Charity Status (All organizations must complete this part.) See instructions. The organization, isnota private foundation because it is: (For lines 1 through 11, check only one box.) - - - i r] A • church, conventionof churches,or association of churches described in section 170(b)(1)(A)(i). 2 9 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.) - - - - 3 u A • hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 Q. A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city,and state: 5 r] An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.) 6 9 A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v). 7 -9 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.) 8 fl_ A • community trust described in section 170(b)(1)(A)(vi). (Complete Part ll.) 9 5 An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions - subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.) 10 9 An organization organized and operated exclusively to test for public safety. See section 509(a)(4). 11 Li An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines Ile through 11h. a 9 Type I b 9 Type II c 9 Type III -Functionally integrated d 9 Type III -Other e 9 By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly suppoged organizations described in section 509(a)(1) or section 509(a)(2). - f If the organization received a written determination from the IRS that it is a T T `fi81, or Type Yl'� yp YP III supporting organization, check this box car;. dti g Since August 17, 2006, has the organization accepted any gift or conirjpGbon frQfn any oP3he following persons? '414,1 (i) A person who directly or indirectly controls, either alone or„togelIier wuu er`Sons described in (ii) yes No and (iii) below, the governing body of the supported�organization? ::�: 1 11g(1 q (ii) A family member of a person described in (I) abet?' "' 11g(0 (iii) A 35% controlled entity of a person describadY (1) or (ii)..... 11g(7 h Provide the following information about the supported organiza en(s). O Name of supported organization (e) EIN (i9 Type ofag° zatlon - >.; (deribed on iihee`" -g — 9 sc Xu.,;;„rifiave or IRC section -OBVeiree instructions) ) 'Pit .y* „4a, YL (hr) Is the organization in col. (i) listed in your goveming document? (v) Did you notify the organization in col (i) of your support? (v) Js the organization in col. O organized in the U.S.? (vi) Amount of support Yes No Yes No Yes No Total Form 990 or 990-EZ. rceoucIIon ACL Notice, see the Instructions for EEA Schedule A (Rem900ar 990 -EZ) 2009 Schedule A(Foen 990 or 990-Fz)20o9 W. ins Breast Cancer Resource Cente - - - 33-0951216 Page2` IP l' Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) - - (Completeonly ifyou checked the box on line 5, 7,. or 8. of Part I.) .. - )alendar year (or fiscal year beginning in) 1110. 1 Gifts, grants, contributions, .and. membership fees received. (Do not - include any "unusual • - • ' - 2 Tax revenues levied for the organization's -- benefit and either paid to or expended on its behalf- . - - .:..._.. _.•. .. 3 The value of services or facilities furnished by a governmental unit to the organization without charge 4 Total. Add lines 1 through 3 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) (a) 2005 (b) 2006 - (c) 2007 (d) 2008 (e) 2009 (0 Total - - - - - 3'n°' o 5 °'•`"'- :^�+ - n •'"s ;-•{ s - 5 Public support. Subtract line 5 from In 4 :artinn D 1"..+..1 C..... ---a --:.• "a�-r„1J 93r �.?? �a' -v '4� ...... . . • uMHV1l Calendar year (or fiscal year beginning in) 7 Amountsfromline • - • ........ - 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources 9 Net income from unrelated business activities, whether or not the business is regularly carried on 10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) 11 Total support. Add lines 7 through 10 12 Gross receipts from related activities, etc. ( di 13 First five years. If the Form 990 is for the organization's first, second third fooi{ht or fifth tax year as a section 501(c)(3) organization, check this box and stop here es,• ., R.ry. .� +` 10.F7 r Section C. Computation of Public Support Percenttne & 11 " 14 Public support percentage for 2009 (line 6, column (f) divldediby line 11 column (0) 15 Public support percentage from 2008 Schedule A, Part4line 14 v 16a 33 1/3 % support test - 2009. If the organization did not a Peck the bo>(on line 13, and line 14 is 33 1/3% or more, check this box • and stop here. The organization qualifies as a publicly stIkerted erganization I b 33 1/3% su �.�- test - 2008. If the organlzabo0;d)Q,not check aeon line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here. The organization qualifies.a ublicly supported organization 17a 10% -facts -and -circumstances test - 2009 If the o g nigajion did not check a box on line 13, 16a, or 16b, and line 14 is 10% or , tws;.' more, and if the organization meets the,(acts andzcircrYmstances"test, check this box and stop here. Explain in Part IV how the organization meets the "facts and circumjences" fest. The organization qualifies as a publicly supported organization b 10% -facts -and -circumstances test - 2Q08. lithe organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or - more, and if the organization meetethe "facts -and -circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts and cucumsiances" test. The organization qualifies as a publicly supported. organization 18 1-1 Private foundation If the.orgamzat n lid not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions o. (a) 2005 (b) 2006. (c) 2007 (d) 2008 (e) 2009 (f) Total 12 14 15 EEA ScheduleA (Farm 990 or 990 -EZ) 2009 Srhedure A(Fano 990 or 990 -EZ) 2009 ' Woruens -Breast-. Cancer --Resource -Cente p`artur Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I.) Calendar year (or fiscal yearbeginningin) ► 1 .. Gifts, grants, contributions, and membership fees received. (Do not include •"• any -unusual grants.") ---• • • --• •-• •-• • 2 Gross receipts from admissions, merchan- dise sold or services performed, or fac- -. lities furnished in anyactivity thatis related to -the -organization's tax-exempt purpose- 3. Gross receipts from activities that are. not "an unrelated trade or bus. under sec513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf......... ......_.. - ..•. •..•._ 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6" Total. Add lines through 5 7a Amounts included on lines 1, 2, and 3 received from disqualified persons • • • • b Amounts included on lines 2 and 3 receiv- ed from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year • • • c Add lines 7a and 7b 8 Public support (Subtract line 7c from Zine B. (a) 2005 (b) 2006 - (c) 2007. (d) 2008 - (e) 2009 (f) Total -- _--263,940 - -398,327 — 415,437 `--- 240,137 - - --246,764 --1,564,605- - - - - - - - - - - 125,547 - 107,311 127,012 165,759 130,349 655,978 - _. - -. -. - - - _ _ - - _ -: - 884 -* 7,819 6,547 389,487 505,638 542,449 405,896 377,113 2,220,583 v fi't=" - - e Y w -•. , rte ' ' T ?"sti ` ,�„ -., 2,220,583 ection B. Total Support Calendar year (or fiscal year beginning in) 9 Amounts from line 6 10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 c Add lines 10a and 10b 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on 12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) 13 Total support. (Add lines 9, 10c, 11 and 12.) • (a) 2005 (b) 2006 (c) 20 7 (d) 2008 (e) 2009 (f) Total 389,487 505,638 54,449 405,896 377,113 2,220,583 • 884 3,4,9'6 awn 7,829 6,547 4,562 23,308 Y k A t • 884 -* a3 • 4.96 7,819 6,547 4,562 23,308 rti v fi't=" e Y w 2,243,891 14 First five years. If the Form 9904 for the orgzfllzation's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this Uqx andstop.bereY, Section C. Computatiomof Ptib('c=Support Percentage 15 Public support percentage for 2009 (Ifne'8, column (f) divided by line 13, column (9) 16 Public support-percentage'ftt 2008 Schedule A, Part III, line 15 Section D. Computation of'tnvestment Income Percentage 17 Investment income percentage for 2009 (line 10c, column. (f) divided by line 13, column (0) 17 1.09 18 Investment income. percentage from 2008 Schedule A, Part 111, line 17 18 % 19a 33 1/3% support tests - 2009. If the organization did not check the box on line 14, and line 15 is more than 33 113%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization Lx b 33113% support tests - 2008. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 113%, and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization 0" LI 20 Private Foundation: If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ► U 15 98.96 16 EEA Schedule A (Form 999a 990 -EZ) 2009 Federal Supporting Statements 2009 Name(s)as shown on return - - .. _ _ FEIN .. - Description Form 990EZ, Part I, Line 16 Other Expenses Schedule 2 - Amount Administrative- Depreciation Insurance Other Program Total Description expenses - - -- -26,508" 10,679 3,102 expenses 143,899 184,188 Form 990EZ, Part II, Line 24 Other Assets Schedule 3 Year Beginning of Year End of Furniture & Total - Description equipment net 61,762 51,083 61,762 51,083 Form 990F,Z14 Part I, tine 20 Other Changg#i' in Ndt,_Assets Schedule Or Amount Unrealized Total investment los(16,492) (16,492) Yr- b x'. 990 - Overflow Statement P2009: age 1 .. Narne(s)asshoMa onrelum_ . - _ _ _ Womens Breast Cancer Resource Cente -.. . FEIN.. -. Program Service Accomplishments Amount Description Utility biliassistance ' $ 16,983 Y "Vijly-. .T� s 4 zn= ws Total: i $ 16,983 OVERFLOW.LD TAWABLTE•YEAR California Exempt Organization 2009 Annual Information Return Calendar Year 2009 or fiscal year beginning month..._ day A First Return Filed? I❑Yes I�1 - - -.-IA). No B Type of organization Exempt under Section23701 IRC Section 4947(a)(1)trust FORM - 199 year _.. .:and ending month day _ _...... year - D (insert letter) CORP # 2267780 Corporation/Organization Name Womens Breast Cancer Resource:Cente Address 37877 Glen Oaks Road FEIN 33-0951216_ City .. Temecula, CA 92592 State Zip Code C Amended Return?. • • • • • •_ • • • • • -• 'IF ❑ Yes ISI No D Are you a subordinate/athllate in a group exemption? ❑ Yes ® No 11 (a) Is this a group filing for affiliates? See General Inst L •• ❑ Yes ❑ No 1 (b) If "Yes,' enter the number of affiliates (c) Are all affiliates included? ❑ Yes ❑ No (If"No," attach a list. See instructions.) (d) Is Ibis a separate return filed by an organization covered by a group ruling? ❑Yes ®No J (e) Federal Group Exemption Number (f) Is a roster of subordinates attached? ❑ Yes ® No E Final return? K • LJ Dissolved • ❑ Surrendered (Withdrawn) • ❑ Merged/Reorganaed (attach explanation) If a box is checked, enter date • F Check the box if the organization filed the following federal fomes a schedule: M (1) • ❑ 9907 (2) • LI990PF (3) • t_I (Schedule H) 990 N G 11 organization is exempt under R&TC Section 23701d and is exclusively religious, educational, or charitable, and is supported primarily (50% or more) by public Part 1 Compete PM l unless not regi led to file this form. See General lnstmdims B a id C L contributions, check box. See General Instruction F. No filing fee is required _ . • '0 ,J - _. Accounting method used (1) ' lel Cash (2) ❑ Accrual (3) ❑ Other If exempt under R&TC Section 237014 has the organization during the year (1) participated in any political campaign or (2) attempted to influence legislation or any ballot measure, a (3) made an election under R&TC Section 23704.5 (relating to bbbying by public charities)? If 'Yes," complete and attach from FTB 3509, Political or Legislative Activities by -Section 23701d Organizations • ❑ Yes (� No Did the organization have any changes in its activities, governing instrument, articles of incorporation, or bylaws that have not been reported to the Franchise Tax Board? If 'flees," complete an explanation and attach copies of revised documents •• i 1 Yes j( No Is the organization exempt under R&TC Section 23701g? • ❑ Yes -11 No If "Yes." enter amount of gross receipts from nonmember sources $ Is the organization under audit by the IRS or has the IRS audited in aprioryear? •• Yes 2No Is the organization a Limited Liability Company? • ❑ Yes LAS No DId the organization file Form 100 or Form 109 to report taxable income? • • •,s • ;_I yes Id No Rea ,ss Revenues 1 Gross sales or receipts from other sources. From Side 2, Part II, line 8 • • • • 2 Gross dues and assessments from members and affiliates ?, ;€r. • 3 Gross contributions, gifts, grants, and similar amounts received • • • • • • • • • • • • 4 Total gross receipts for filing requirement test. Add line 1 through line 3 ; r, t R This lice must be completed. If the result is less than $25 OQQ see General InsUUGtlon CII 1 134,911 00 2 00 3 246,764 00 -.-, 4 381,675 00 a b.• 5 Cost of goods sold Vii'` `L.ap t •' 5 00 6 Cost or other basis, and sales expenses of assets sold ' • • • • 6 00 7 Total costs. Add line 5 and line 6 8 Total gross income. Subtract line 7 from line 4 •r`�• • 7 00 e 381, 675 00 Expenses 9 Total expenses and disbursements. From Side i!,_.PM II, line 18 " • 10 Excess of receipts over expenses and disbunlergents. Subtract line 9 from line 8 • 9 447,825 00 10 (66,150 00 Fee 11 Filing tee $10 or $25. See General I F`',m:; 12 Total payments" 13 Penalties and Interest. See General InslJuction J"` 14 Use tax. See General In civ SkudionK'r r... • 15 Balance due - Atla Ilne 11 line13. and line 14. Then subtract line 12 from the result • • 11 1 0 00 12 00 13 00 14 00 15 1 0 00 F1ae Under penalties of perjury I declare thaLt:have examined this return, including accompanying it is uue, correct, and cornplele: OectaJption of preparer (other than taxpayer) is b Signalum of officer ► - schedules and statem sed on all information of which pr I Title - ins, and to the best of my parer has any knowledge. Date knowledge and belief, • Telephone Paid ltseueys Prpparers Signature ► Date 05-11-201 Check if sett employed ► IXi • Preparers SSN/PTIN P00547393 Finn's nam9(or yours, if self-employed) ► Winifred A Samstaq CPA • FEIN 33-0320167 and address 26204. Ridgemoor Road Sun City, CA 92586 •Telephone 951-679-4500 May the FTB discuss this return with the preparer shown above? See instructions For Privacy Notice, get form FTB 1131, 0731 3651094 OYes ❑No Form 199 Cl 2009 Side 1 Organizations with gross receipts of more than.$25,000 and private foundafions regardless of amount of gross receipts - complete PartII or furnish substitute information. See Specific Line Instructions. Receipts hen Ober Suites Expenses and Disbdrse. maids_ 1 Gross sales or receipts from all business activities. See instructions • -• - • • • • • • • • - • • 2 Interest • • • • • .• • • • • ........ • • . . • .-... ..- .... • . ... • 3 --Dividends_ • • • • •_...... • . •.:.-.. • •... •.• • • • •_. •...._.. •. • • .•.. • •• 4 Gross rents . • - •._ ........ _.. .. .... •. • ...:.:..... , • 5- Grossroyalties•-...._• • . _•. •...... • ..._ • ._.... • ........... • • • •..-• • • • • • ...• 6 - Gross amount received from sale of assets (See .....•••••••••••••••••• • • • • • • 7 Other income. Attach schedule - • 8 Total gross salesor receipts from other sources. Add line 1 through line 7. Enter here and on Side 1, Part I, line 1 9 Contributions, gifts, grants, and similar amounts paid. Attach schedule • 10 Disbursements to or for members • • • • • 11 Compensation of officers, directors, and trustees. Attach schedule • 12 Other salaries and wages.. ....._. • .....- ..... , .. • • • • • • •._• • • • •. _.... 13 Interest - 14 Taxes 15 Rents 16 Depreciation and depletion (See instructions) 17 Other. Attach schedule 18 Total expenses and disbursements. Add line 9 through line 17. Enter here and on Side 1, Part I, line 9 • • • • • • 2 130,349 4,5-62 00 00. 3 4 5 6 00 00 _ _ 00 7 00 H134,91:00 9 00 10 11 12 13 14 15 16 17 18 Schedule L Assets 1 Cash 2 Net accounts receivable 3 Net notes receivable. Attach schedule 4 Inventories 5 Federal and state government obligations • • • • Balance Sheets Beginning of taxable year 00 55, 60600 74,7750o 00 j00 20, 91 00 10, 67000 285, 9. 00 447, 82 00 End of taxable year (d) • 140,778 • • • • 6 Investments in other bonds. Attach schedule • • 7 Investments in stock. Attach schedule 8 Mortgage loans (number of loans 9 Other investments. Attach schedule 10 a Depreciable assets b Less accumulated depreciation 11 Land 12 Other assets. Attach schedule 13 Total assets Liabilities and net worth 14 Accounts payable 15 Contributions, gifts, or grants payable 16 Bonds and notes payable. Attach schedule • 17 Mortgages payable 18 Other liabilities. Attach schedule 19 Capital stock or principle fund • - • 20 Paid -in or capital surplus. Attach recpnlliatioi 21 Retained earnings or income fund • • ' 22 Total liabilities and net worth 5. •`,• - • Schedule M-1 Reconciliatioriof ipcomq„per books with income per return Do ngt complet4 is sr ledule if the amount on Schedule L, line 13, column (d), is less than $25,000 (a) (b) (c) 212,74_ • • • 83,98. 83,98L- 22021' 3,984 220221' 61-1762 ( 32,90L =.274,503 51 083 • • 191 861 274,502 • • • • • 191 861 • • 191 861 274,502 1 Net income per bookscr. • • • • • • - 2 Federal income tax • 3 Excess of capital losses ove€'capital gains • • - 4 Income Rpt recorded on books this year. Attach schedule 5 Expenses recorded on books this year not deducted in this return. Attach schedule • - 6 Total. Add line 1 through line 5 • • • • • 7 Income recorded on books this year not included in this return. Attach schedule 8 Deductions in this return not charged against book income this year. Attach schedule 9 Total. Add line 7 and line 8 10 Net income per return. Subtract line 9 from line 6 • Side 2 Form 199 C1 2009 743 3652094 r- STOVFLOW.LD State Supporting Statements 2009 Page 1 - Name(s) as shown on return - - - Womens Breast Cancer Resource - - - Cente -- - - Your Social. Security Number- 33-095121.6__. Description Other Expenses Amount Special events $ 33,261 Professional fees 42,868 3,102 _I-nsurance Administrative expenses 26,508 Program expenses _ 143,899 Independent contractors 28,736 Printing and publications 7,474 ,w $i x x� 4 t t Total: $ 285,848 STOVFLOW.LD DEPARTMENTAL REPORTS Item No. 29 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 22, 2011 SUBJECT: January Monthly Report The following are the recent highlights for the Planning Division of the Community Development Department for the month of January, 2011. CURRENT PLANNING ACTIVITIES New Cases The Division received 66 new applications for administrative, other minor cases, and home occupations including 4 applications for public hearings during the month of January. Special Projects & Lona Rance Planning Activities The Long Range Planning Division commits work efforts toward larger scale and longer time frame projects for both private and public purposes. These activities can range from a relatively simple ordinance or environmental review to a new specific plan or a general plan amendment. Some of the major special projects and long range planning activities currently in progress are described in the paragraphs below: • Temecula Regional Hospital — This project was approved by the City Council on January 22, 2008. On December 30, 2009 the applicant submitted an application for a one year extension of time and Council approved this extension on January 26, 2010, extending the approval until January 22, 2011. The applicant submitted a Major Modification application on June 18, 2010, to reduce the number of hospital beds in the first phase from 178 beds to 140 beds and to change the construction of the building from concrete to framed construction. A draft addendum to the EIR was received from our consultant, ESA, on August 13, 2010. Comments on the addendum to the EIR were provided to ESA on August 31, 2010. A technical review of traffic was completed on November 12, 2010 and a technical review of MTBE was completed on December 1, 2010. ESA provided a revised EIR Addendum on December 3, 2010. The Planning Commission reviewed and recommended that the City Council approve the Major Modification application on December 15, 2010. Staff will present the Modification application to the City Council at the February 8, 2011 hearing. (FISK) • The Green House Gas (GHG) Emissions Inventory— The Green TAC selected 2007 as the base year for GHG emissions inventory analysis. Two inventories were prepared: 1) a municipal operations inventory and, 2) a communitywide inventory. The next steps are to select a target emission reduction and identify implementation measures that will achieve the selected target. The Green TAC established a test target of 15 percent below the 2007 base year. Staff is currently reviewing potential reduction measures to see if a 15 percent reduction in GHG emissions below baseline is feasible. (WEST) • Residential Energy Efficiency Loan Program — The Residential Energy Efficiency Loan Program will make low interest loans available to low and moderate income homeowners to make energy efficient improvements. The Program allows for specific types of energy efficiency improvements based on the year of construction, which coincides with the changes to Energy Codes of the California Building Standards. The type of improvements allowed include but are not limited to: HVAC replacements, window replacements, additional attic insulation, and attic fans. The Residential Energy Efficiency Program will work in conjunction with the Redevelopment Agency Residential Improvement Program, which offers forgivable loans for qualifying interior and exterior home improvements. The program was approved by the City Council on September 14, 2010 and staff has begun accepting applications to fund residential Energy Efficiency loans. (WEST) • Santa Margarita Area Annexation —The Santa Margarita Area (Annexation No. 2) was officially annexed into the City of Temecula jurisdiction on November 10, 2010. As a condition of approval of the Santa Margarita Area Annexation No. 2, a separate LAFCO application to reduce the City's existing Sphere of Influence was required by LAFCO to accommodate Granite Construction's request that their proposed Surface Mine Liberty Quarry application not be within the City's existing Sphere of Influence. LAFCO approved that application on January 27, 2011. (RICHARDSON/LOWREY) • Liberty Quarry Draft Environmental Impact Report — The County of Riverside released the Draft Environmental Impact Report for Granite Construction's Liberty Quarry Surface Mining Permit, Change of Zone, and Noise Ordinance Exception. The project is a 75 -year land use permit for a rock quarry and associated aggregate processing facilities, hot mix asphalt plant, ready mix concrete plant, concrete and asphalt recycling facility, administration and employee buildings, a maintenance facility with diesel, gas and propane tanks, water tanks, natural gas fuel engines for electric power generation, water and gas lines, settling ponds, truck scales, and truck and equipment parking areas within a 414 acre -site located adjacent to the City's southwest boundary within the County of Riverside. The City reviewed the Draft Environmental Impact Report and provided comments to the County of Riverside on November 23, 2009. Despite voluminous comments on the DEIR received by the County on the project, the Riverside County Planning staff has determined that redrafting/recirculation of the Liberty Quarry Surface Mining Permit Draft Environmental Impact Report is not required and, as a result, the County has alternatively prepared responses to comments. County staff anticipates they will release its responses to comments at least ten days prior to the County's Planning Commission hearing, which is currently scheduled for Wednesday, April 27, 2011 at the Rancho Community Church in Temecula (the venue was changed from Riverside to Temecula as determined by the County to be closer to the project site). The City has since requested that, in the event responses are finalized prior to ten days before the hearing date, they be released to the City upon completion; or if not all of the comments are finalized, those sections that are complete be released for our review. (RICHARDSON/LOWREY) • Jefferson Corridor Specific Plan — Staff is studying the Jefferson Avenue Corridor to create a Specific Plan for the area. The boundaries of the Jefferson Avenue Corridor are preliminarily defined to include all properties north of Rancho California Road, east of Diaz, south of the Murrieta City boundary and west of Interstate 1-15. In June, approximately 15 representatives of the Urban Land Institute (ULI) together with City Staff conducted a tour of the Jefferson Corridor. The ULI Technical Advisory Panel consists of design, architectural, engineering, retail, and planning experts and provided the City with an outside expert review of the Jefferson Avenue Corridor with land use recommendations. The ULI Technical Advisory Panel (TAP) held a one day planning summit in the Council Chambers on June 23, 2010, and shared their findings and recommendations with City staff. On September 23`d the recommendations from the ULI Technical Advisory Panel were presented at a ULI Transit Oriented Development conference in Anaheim. This conference was intended to highlight the planning efforts being made throughout California in relation to the future high speed rail that will eventually connect San Diego to San Francisco. The City of Temecula was recognized, along with two other cities (San Diego and San Jose), for its future transportation planning efforts and ULI TAP process. Since the future high speed rail station will be located to the north of the Temecula boundary in Murrieta, the ULI TAP process provided a case study for a "station adjacent" community and focused on how future land use planning efforts within the Jefferson Avenue Corridor will take advantage of the proximity to the future high speed rail station. The ULI TAP recommendations have provided valuable information from a group of outstanding and diverse professionals. The recommendations from the study will set the foundation as the City embarks on our own planning effort for the Jefferson Avenue Corridor. Staff is currently drafting an existing conditions summary for the project study area. This report will outline baseline information for the corridor. Staff is also preparing for the first meeting with the Jefferson Corridor Ad Hoc Committee to obtain plan direction before starting the public outreach and visioning process. (RICHARDSON/WEST/LOWREY/INNES) • SCAG 2012 Regional Transportation Plan — The update to the Southern California Association of Governments (SCAG) 2012 Regional Transportation Plan (RTP) is underway. The RTP includes a Sustainable Communities Strategy (SCS), which is a new component to the RTP as a result of the passage of SB 375. Staff will be working with the abovementioned agencies throughout the update process and has provided land use, employment and population data to SCAG and the County of Riverside Center for Demographic Research to establish Base Year Conditions and General Plan Based Growth Forecast/Distribution and land use for years 2020 and 2035. Staff is awaiting a response from SCAG staff regarding the land use data provided. SCAG and WRCOG will use this data to develop the Sustainable Community Strategy (SCS) that achieves the greenhouse gas reductions targets envisioned by AB 32. The Regional Transportation Plan, including the SCS, is scheduled to be adopted by SCAG by November 2012. (WEST) • WRCOG Non -Motorized Transportation Plan — Staff is working with Western Riverside Council of Governments on a multi -jurisdictional backbone network of bike and pedestrian routes which will link transit and regional points of interest to local bicycle and multi -use trails. A draft plan was completed and presented to the WROCG Planning Directors on July 8, 2010. WRCOG is developing a model resolution for its member agencies to adopt the WRCOG Non -Motorized Transportation Plan. (WEST) • Caltrans Community Based Transportation Planning Grant — The City of Temecula was awarded $248,200 from Caltrans for a Community Based Transportation Planning grant. This grant will fund a multi-jurisdictional transportation corridor planning effort for the Jefferson Avenue Corridor. The Jefferson Avenue Corridor is a 16-mile central north/south arterial that parallels the west side of Interstate 15. The City of Temecula is the lead agency and primary recipient of the grant funding. WRCOG is a sub-recipient for the purposes of administering the grant. The City of Murrieta, City of Wildomar and City of Lake Elsinore are grant participants. The Jefferson Avenue Corridor planning effort will promote public engagement, livable communities, and will address mobility, access and safety along the Jefferson Avenue Corridor. As a part of this effort, the City of Temecula will analyze affordable housing opportunities, and the opportunities and impacts of increased intensity and density, mixed-use development and impacts and opportunities related to the transportation network. The final product emerging as a result of this grant will be a "Multi- Jurisdictional Corridor Planning for the Jefferson Corridor" which is a 20-year transportation plan for the Jefferson Corridor. The Caltrans Community Based Transportation Planning grant is anticipated to complement the ULI Technical Advisory Panel study completed for the Jefferson Avenue Corridor which focuses on future land use and transportation planning efforts related to the high speed rail alignment through the City of Temecula. (WEST/INNES/LOWREY) Planning Agenda Report 1/1/2011 through 1/31/2011 4. New Submittals Pending DRC Meeting APN # • PA10-0213 Simms TTM 945120001 ERIC JONES A Tentative Tract Map application to create 15 residential lots located approximately 1,500 feet east of Santiago and Ynez Submitted Date Anticipated DRC Meeting Date Hearing Planned Jul 14 2010 8/12/2010 TBD APN # • PA10-0214 Simms Zoning & GPA 945120001 ERIC JONES A Zoning Map and Land Use Map Amendment application. Current zoning and General Plan designation is Very Low Submitted Date Anticipated DRC Meeting Date Hearing Planned Jul 14 2010 8/12/2010 TBD APN # • PA10-0297 Cycling Event 909370002 CHRISTINE DAMKO A Special Event Permit for a cycling event on March 6, 2011 from 7:00 a.m. to 4:30 p.m. located on a 1.3 mile circle around Submitted Date Anticipated DRC Meeting Date Hearing Planned Oct 13 2010 TBD APN # • PA10-0309 Highgate Dev. Plan 944290025 ERIC JONES A two phase Development Plan Application for a three story 98,970 square foot senior congregate care facility generally Submitted Date Anticipated DRC Meeting Date Hearing Planned Oct 21 2010 11/18/2010 TBD APN # • PA10-0317 Mtn. View Community Church CUP 910281001 MATTHEW PETERS A Minor Conditional Use Permit for Mountain View Community Church to operate in a Service Commercial (SC) zone and Submitted Date Anticipated DRC Meeting Date Hearing Planned Oct 29 2010 TBD • PA10-0322 7-11 PCN for Type 21 A Finding of Public Convenience or Necessity application for a Type 21 (off -sale beer, wine and distilled spirits) at the 7-11 APN # 910281003 MATTHEW PETERS Submitted Date Anticipated DRC Meeting Date Hearing Planned Nov 22010 TBD APN # • PA10-0335 Golds Gym Minor CUP 954030002 ERIC JONES A Minor Conditional Use Permit to allow a gym to be located within an existing commercial center (Meadows Village) at Submitted Date Anticipated DRC Meeting Date Hearing Planned Nov 22 2010 TBD APN # • PA10-0347 Linfield P00 Amd 955020006 ERIC JONES A Land Use Amendment application to amend PDO -7 for Linfield Christian School. Revisions will include the addition of Submitted Date Anticipated DRC Meeting Date Hearing Planned Dec 15 2010 TBD APN # • PA10-0348 Linfield TTM 36098 955020006 ERIC JONES A Tentative Map application (for conveyance purposes) to allow Linfield Christian School to create four additional parcels. Submitted Date Anticipated DRC Meeting Date Hearing Planned Dec 15 2010 TBD APN # • PA10-0349 Linfield Major Mod 955020002 ERIC JONES A Major Modification to a previously approved CUP for Linfield Christian School. Modifications include revisions to the 1 of 2 Planning Agenda Report 1/1/2011 through 1/31/2011 Submitted Date Dec 15 2010 Anticipated DRC Meeting Date Hearing Planned TBD • PA10-0352 SJVC Minor CUP APN # 910272005 ERIC JONES A Minor Conditional Use Permit application to allow San Joaquin Valley College to operate in an existing structure within an Submitted Date Dec 23 2010 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0001 Promenade Carnival Feb MTUP 910420030 MATTHEW PETERS A Major Temporary Use Permit to conduct a carnival at the Promenade Mall west parking lot from February 17 through Submitted Date Jan 3 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0006 Spirit Run For the Arts 962020009 CHRISTINE DAMKO A Major Temporary Use Permit for Spirit Run For The Arts a local 5K and 10K foot race beginning and ending at Great Submitted Date Jan 5 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0009 Hanieston TPM 916560006 ERIC JONES A Tentative Parcel Map to allow one existing parcel to be divided into three separate parcels. Project is located on the Submitted Date Jan 18 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0017 Promenade Strawberry Stand TUP 910420005 ERIC JONES A Major Temporary Use Permit to allow a strawberry stand to be located within the mall ring road in the JC Penny parking Submitted Date Jan 26 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0022 Home show Major TUP 910420005 ERIC JONES A Major Temporary Use Permit to allow the Tri County Home and Garden Show to operate a home show from February 25 - Submitted Date Jan 27 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0023 Rod Run 922026008 CHRISTINE DAMKO Spring Rod Run to take place in Old Town on Friday, March 12 and Saturday, March 13 with Front Sreet street closure Submitted Date Jan 27 2011 Anticipated DRC Meeting Date I Administrators Hearing Mar 10 2010 • PA11-0024 Killarneys St. Patty Major TUP A Major Temporary Use Permit for a St. Patrick's Day Celebration to be held March 17th, 2011 between the hours of 10 APN # 960020059 ERIC JONES Submitted Date Jan 28 2011 Anticipated DRC Meeting Date I Hearing Planned TBD APN # • PA11-0028 RCC Strawberry Major TUP 959070012 ERIC JONES A Major Temporary Use Permit to allow for a seasonal strawberry stand to operate between the hours of 10 am - 6 pm daily Submitted Date Jan 31 2011 Anticipated DRC Meeting Date I Hearing Planned TBD 2 of 2 litIFF;!;:iitas 1�; 011 Ot3 ss0i PrISTS\ dv•P:1 Milp.soirm 61\rar Av *..1 spembpiko • 11410VIUIPawA Mrammlatibr in."4 a ''''''''' pO Niq O ��Ii.�� �I��►�i j u►���114 �',o �I�'/11111V uv �`���►q �QOaulp��� 1. Recently Approved 2. Scheduled for Hearing 3. New Submittals Pending DRC Meeting Item No. 30 Approvals City Attorney Director of Finance City ManagerOOL ffile-r. fie. CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Shawn D. Nelson, City Manager DATE: February 22, 2010 SUBJECT: City Council Travel/Conference Report - January 2011 PREPARED BY: Sue Steffen, Executive Assistant RECOMMENDATION: Receive and file On January 5, 2011 Mayor Pro Tem Ron Roberts traveled to Los Angeles, California to attend the Southern California Association of Governments Regional Council, Executive/Administration Committee, Transportation Committee, and Joint Meeting of the Regional Council, Community, Economic & Human Development, Energy & Environment and Transportation Policy Committees. Attachment: Meeting Agendas SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 t(213) 236.1800 f(213}2361825 wsyn'scag.ca.9ov Officers President Larry McCallon, Highland First Vice President Pam 'Connor, Santa Monica Second Vice President Glen Become, Simi Valley Executive/Administration Committee Chair Larry McCa lion, Highland Policy Committee Chairs Community, Economic and Human Development Bill Jahn, Big Bear Lake Energy & Environment Margaret Clark Rosemead Transportation Greg Pettis, Cathedral City No. 525 MEETING OF THE Thursday, January 6, 2011 12:15 p.m. - 2:00 p.m. SCAG Offices 818 W. 7th Street, 12th Floor Board Room Los Angeles, CA 90017 (213) 236-1993 If members of the public wish to review the attachments or have any questions on any of the agenda items, please contact Deby Salcido at (213) 236-1993 or via email at salcido@scag.ca.gov. In addition, regular meetings of the Regional Council may be viewed live or on demand at www.scag.ca.gov/scagty Agendas & Minutes for the Regional Council are also available at: www.scaq.ca.gov/committees/rc.htm SCAG, in accordance with the Americans with Disabilities Act (ADA), will accommodate persons who require a modification of accommodation in order to participate in this meeting. If you require such assistance please contact SCAG at (213) 236-1928 at least 72 hours in advance of the meeting to enable SCAG to make reasonable arrangements. To request documents related to this document in an alternative format, please contact (213) 236- 1928. The Regional Council is comprised of 84 elected officials representing 190 cities, six counties, six County transportation Commissions and a Tribal Government representative within Southern California 10.4.10 REGIONAL COUNCIL AGENDA JANUARY 6, 2011 The Regional Council may consider and act upon any of the items listed on the agenda regardless of whether they are listed as information or action items. CALL TO ORDER & PLEDGE OF ALLEGIANCE (Hon. Larry McCallon, President) PUBLIC COMMENT PERIOD — Members of the public desiring to speak on items on the agenda, or items not on the agenda, but within the purview of the Council, must fill out and present a speaker's card to the Assistant prior to speaking. Comments will be limited to three minutes. The President may limit the total time for all comments to twenty minutes. REVIEW AND PRIORITIZE AGENDA ITEMS PRESIDENT'S REPORT Page No. 1. New Committee Appointments 2. Acknowledgement of Departing Regional Council Members COMMITTEE REPORTS/ACTION ITEMS Executive/Administration Committee (EAC) Report (Hon. Larry McGallon, Chair) 3. Support of State Legislative Principles for Regional Job Growth and Attachment Economic Recovery (Sharon Neely, Deputy Executive Director, Strategy, Policy & Public Affairs) Recommended Action: The Legislative/Communications and Membership Committee met on December 21' and recommends that the Regional Council approve the principles regarding regional job growth and economic recovery for consideration in the next state legislative session and transmit support letters to state leaders. SOUTHERN CALIFORNIA ASSOCIATION Of GOVERNMENTS RC --JAN 2011 trc- 12/253/10 REGIONAL COUNCIL AGENDA JANUARY 6, 2011 COMMITTEE REPORTS/ACTION ITEMS - Continued Page No. 4. Proposed Memorandum of Understanding (MOU) with Korea Attachment 4 Transport Institute (KOTI) to Promote Joint Research and Exchange Technical Information (Doug Williford, Deputy Executive Director, Planning & Programs) Recommended Action: Approve the attached Memorandum of Understanding (MOU) between SCAG and the Korea Transport Institute (KOTI) to promote joint research and exchange technical information and authorize the SCAG Executive Director or his designee to execute the MOU. 5. Revision to SCAG Regional Council District 4 (Joann Africa, Chief Counsel) Recommended Action: Approve proposed revision to the composition of Regional Council District 4 which is part of the Western Riverside Council of Governments (WRCOG) subregion to accommodate the recent incorporation of the City of Eastvale. Attachment 8 6. Center for Climate Strategies (CCS) Contract Amendment - Climate Attachment 15 and Economic Development Project (CEDP) Doug Williford, Deputy Executive Director, Planning & Programs) Recommended Action: Approve and authorize SCAG staff and project consultant, Center for Climate Strategies, to begin work on the remaining tasks of the "Climate & Economic Development Project" ("CEDP" or "Project"), conditioned upon the receipt of funding commitments from outside sources. The remaining tasks of the Project include completion of tasks #1 through #4, in addition to tasks #5 through #10, which staff deemed as necessary to assist with tasks #1. to #4, as part of the previously approved amount of $450,000. Staff also seeks approval to pay for some initial work performed on tasks. Joint Regional Council Policy Committee Meeting Report (Hon. Larry McCallon, SCAG President, Chair) Community Economic and Human Development Committee (CEHD) Report (Hon. Bill Jahn, Chair) ii SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS RC -JAN 2011 ❑'c- 12/283/10 REGIONAL COUNCIL AGENDA .JANUARY 6, 2011 COMMITTEE REPORTS/ACTION ITEMS — Cont'd Energy and Environment Committee (EEC) Report (Hon. Margaret Clark, Chair) Transportation Committee (TC) Report (Hon. Greg Pettis, Chair) Legislation/Communications and Membership Committee (LCMQ Report (Hon. Glen Becerra, Chair) 7. Propositions 22 and 26 Update — Support Principles for Comprehensive Attachment 43 Transportation Tax Swap Package (Sharon Neely, Deputy Executive Director, Strategy, Policy & Public Affairs) Recommended Action: The Legislative/Communications and Membership Committee recommends support of the Comprehensive Transportation Tax Swap Package principles as noted below in concept that are currently under negotiation between a coalition of statewide transportation and local government stakeholders and the State of California to establish agreement on how the fuel tax swap funding mechanism will be implemented after passage of Propositions 22 and 26. 8. State & Federal Monthly Legislative Update (Sharon Neely, Deputy Executive Director, Strategy, Policy & Public Affairs) CONSENT CALENDAR Approval Items 9. Minutes of the November 4, 2010 Meeting Attachment 49 10. SCAG Sponsorship of Cal Poly Pomona "Greener Valleys" Conference Attachment 58 ($2,000) (Sharon Neely, Deputy Executive Director, Strategy, Policy & Public Affairs) SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS RC- JAN 20]1 trc- 12/283/10 REGIONAL COUNCIL AGENDA JANUARY 6, 2011 CONSENT CALENDAR— Cont'd Receive & File 11. FY 11 12 Caltrans Trans$ortation Plannin• Grants Announcement and Attachment 60 orkshop (Debbie Dillon, Deputy Executive Director, Administration) 12. Contracts/Purchase Orders and/or Amendments between $5,000 - $200,000 (Wayne Moore, Chief Financial Officer) EXECUTIVE DIRECTOR'S REPORT (Hasan Ikhrata, Executive Director) 13. Monthly Report INFORMATION ITEMS 14. CFO Monthly Report (Wayne Moore, Chief Financial Officer) 15. Environmental Protection Agency's (EPA) Action Update of the South Coast PM2.5 State Implementation Plan (Doug Williford, Deputy Executive Director, Planning & Programs) 16. FY10 External Financial Audit (Jennifer Farr, Mayer Hoffman McCann, PC) To view full document, please visit the web at: httpLUwww.scag.ca.gov/publications/pd/2010/FinancialReport063010.pf FUTURE AGENDA ITEMS CLOSED SESSION Conference with Legal Counsel — Existing Litigation One case (Govt. Code Section 54956.9 (a)) Natural Resources Defense Council, et al. v. U.S. Environmental Protection Agency Case No. 08-72288 (U.S. Court of Appeals, Ninth Circuit) iv SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Attachment 66 Attachment 81 Attachment 91 Attachment 96 RC -JAN 2011 trc- 12/283/10 REGIONAL COUNCIL AGENDA JANUARY 6, 2011 ADJOURNMENT The next Regional Council meeting will be held on Thursday, February 3, 2011 at the SCAG Los Angeles Office. v SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS RC -JAN 2011 tit- 12/283/10 SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 1(213)2364800 1(213)236-1825 wwva.scag.ca.gov Officers President Larry McCailon, Highland First Vice President Pam O'Connor, Santa Monica Second Vice President Glen Becerra, Simi Valley Executive/Administration Committee Chair Larry McCallon, Highland Policy Committee Chairs Community, Economic and Human Development Bill Jahn, Big Bear Lake Energy&Environment Margaret Clark, Rosemead Transportation Greg Pettis, Cathedral City MEETING OF THE EXECUTIVE/A©MI COMMITTEE Thursday, January 6, 2011 9:00 a.m. — 10:00 a.m. SCAG Offices 818 W 7th Street, 12th Floor Board Room Los Angeles, CA 90017 (213) 236-1800 If members of the public wish to review the attachments or have any questions on any of the agenda items, please contact Deby Salcido at (213) 236-1993 or via email salcidoescaq.ca.gov Agendas & Minutes for the Executive/Administration Committee are also available at: www.scag.cagovicommittees/eac.htm SCAG, in accordance with the Americans with Disabilities Act (ADA), will accommodate persons who require a modification of accommodation in order to participate in this meeting. If you require such assistance, pl se contact SCAG at (213) 236-1928 at least 72 hours in advance of the meeting to enable SCAG to make reasonable arrangements. To request documents related to this document in an alternative format, please contact (213) 236-1928. The Regional Council is comprised of 84 elected officials representing 190 cities, six counties, six County Transportation Commissions and a Tribal Government representative within Southern California. 104.10 EXECUTIVE/ADMINISTRATION COMMITTEE AGENDA JANUARY 6, 2011 The Executive/Administration Committee may consider and act upon any of the items listed on the agenda regardless of whether they are listed as information or action items. CALL TO ORDER & PLEDGE OF ALLEGIANCE (Hon. Larry McCallon, Chair) PUBLIC COMMENT PERIOD — Members of the public desiring to speak on items on the agenda, or items not on the agenda, but within the purview of the Executive/Administration Committee, must fill out and present a speaker's card to the Assistant prior to speaking. Comments will be limited to three minutes. The Chair may limit the total time for all comments to twenty minutes. REVIEW AND PRIORITIZE AGENDA ITEMS CONSENT CALENDAR Approval Items 1. Minutes of November 4, 2010 Meeting Time Page No. Attachment 1 2. FY 11/12 Caltrans Transportation Planning Grants Announcement Attachment 6 and Workshop (Debbie Dillon, Deputy Executive Director, Administration) 3. SCAG Sponsorship of Cal Poly Pomona "Greener Valleys" Attachment 12 Conference ($2,000) (Sharon Neely, Deputy Executive Director, Policy, Strategy & Public Affairs) Receive & File 4. Contracts/Purchase Orders and/or Amendments Between $5 000 - Attachment 14 $200,000 (Debbie Dillon, Deputy Executive Director, Administration) SOUTHERN CALIFORNIA ASSOCIATION ofGOVERNMENTS EAC- 2011 Ire- 12/28/10 EXECUTIVE/ADMINISTRATION COMMITTEE AGENDA JANUARY 6, 2011 ACTION ITEMS Time Page No. 5. Support of State Legislative Principles for Regional Job Growth Attachment 10 mins 29 and Economic Recovery (Sharon Neely, Deputy Executive Director, Strategy, Policy & Public Affairs) Recommended Action: The Legislative/Communications and Membership Committee met on December 21" and recommends that the Regional Council approve the principles regarding regional job growth and economic recovery for consideration in the next state legislative session and transmit support letters to state leaders. 6. Proposed Memorandum of Understanding (MOU) with Korea Attachment 10 mins 32 Transport Institute (KOTI) to Promote Joint Research and Exchange Technical Information (Doug Williford, Deputy Executive Director, Planning & Programs) Recommended Action: Approve the attached Memorandum of Understanding (MOU) between SCAG and the Korea Transport Institute (KOTI) to promote joint research and exchange technical information and authorize the SCAG Executive Director or his designee to execute the MOU 7. Center for Climate Strategies (CCS) Contract Amendment — Attachment 5 mins 36 Climate & Economic Development Project (CEDP) (Doug Williford, Deputy Executive Director, Planning & Programs) Recommended Action: Approve and authorize SCAG staff and project consultant, Center for Climate Strategies, to begin work on the remaining tasks of the "Climate & Economic Development Project" ("CEDP" or "Project"), conditioned upon the receipt of funding commitments from outside sources. The remaining tasks of the Project include completion of tasks #1 through #4, in addition to tasks #5 through #10. Staff also seeks approval to pay for some initial work performed on tasks #5 and #10, which staff deemed as necessary to assist with tasks #1 to #4, as part of the previously approved amount of $450,000. ii SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS EAC -IAN 2011 Irc -- 12/28/10 EXECUTIVE/ADMINISTRATION COMMITTEE AGENDA JANUARY 6, 2011 CFO MONTHLY FINANCIAL REPORT Attachment 5 mins 64 (Wayne Moore, Chief Financial Officer) FUTURE AGENDA ITEMS Any Committee member or staff desiring to place items on a future agenda may make such a request. ANNOUNCEMENTS ADJOURNMENT The next Executive/Administration Committee meeting will be held on Thursday, February 3, 2011 at the SCAG Los Angeles Office. SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS EAC. -IAN 2011 Ire- 12/28/10 SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 1(213)236-1800 ((213)236-1825 www.scag.ca.gov Officers President Larry Mccailon, Highland First Vice President Pam O'Connor, Santa Monica Second Vice President Glen Becerra, Simi Valley ExecutivelAdministration Committee Chair Larry McCallon, Highland Policy Committee Chairs Community, Economic and Human Development Bill Jahn, Big Bear Lake Energy & Environment Margaret Clark, Rosemead Transportation Greg Pettis, Cathedral City MEETING OF THE PLEASE NOTE NEW TIME Thursday, January 6, 2011 10:00 a.m. - 11:00 a.m. SCAG Offices 818 W. 7th Street, 12th Floor Board Room Los Angeles, CA 90017 (213) 236-1800 If members of the public wish to review the attachments or have any questions on any of the agenda items, please contact Deby Salcido at (213) 236-1993 or via email at salcido@scag.ca.gov Agendas & Minutes for the Transportation Committee are also available at: www.scag.ca.govicommittees/tc.htm SCAG, in accordance with the Americans with Disabilities Act (ADA), will accommodate persons who require a modification of accommodation in order to participate in this meeting. If you require such assistance, please contact SCAG at (213) 236-1928 at least 72 hours in advance of the meeting to enable SCAG to make reasonable arrangements. To request documents related to this document in an alternative format, please contact (213) 236-1928. The Regional Council is comprised of 84 elected officials representing 190 cities, six counties, six County Transportation Commissions and a Tribal Government representative within Southern California. 104.10 TRANSPORTATION COMMITTEE AGENDA JANUARY 6, 2011 The Transportation Committee may consider and act upon any of the items listed on the agenda regardless of whether they are listed as information or action items. CALL TO ORDER & PLEDGE OF ALLEGIANCE (Hon. Greg Pettis, Chair) PUBLIC COMMENT PERIOD — Members of the public desiring to speak on items on the agenda, or items not on the agenda, but within the purview of the Transportation Committee, must fill out and present a speaker's card to the Assistant prior to speaking. Comments will be limited to three minutes. The Chair may limit the total time for all comments to twenty minutes. REVIEW AND PRIORITIZE AGENDA ITEMS CONSENT CALENDAR Time Page No. Approval Item 1. Minutes of the November 4, 2010 Meeting Attachment 1 INFORMATION ITEMS 2. SCAG's Environmental Justice Program Background Attachment 10 mins 9 (Huasha Liu, Director of Land Use and Environmental Planning / Diana Gould, SCAG Staff) 3. Comprehensive Regional Goods Movement Plan and Attachment 15 mins 12 Implementation Strategy (Annie Nam, SCAG Staff) An update on the status of the Comprehensive Regional Goods Movement Study and Implementation Plan. 4. 2012 Regional Transportation Plan/Sustainable Communities Attachment 20 mins 20 Strategy (RTP/SCS) Approach (Naresh Amatya, SCAG Staff) CHAIR'S REPORT SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS TC -JAN 2011 Ire- 12/28/10 TRANSPORTATION COMMITTEE AGENDA JANUARY 6, 2011 STAFF REPORT (Naresh Amatya, SCAG Staff) FUTURE AGENDA ITEMS Any Committee member or staff desiring to place items on a future agenda may make such a request. ANNOUNCEMENTS ADJOURNMENT The Transportation Committee will adjourn to the Joint Policy Committee meeting at 11:00 a.m. in the SCAG Board Room. The next regular meeting of the Transportation Corriuee will be held on Thursday, February 3, 2011 at the SCAG Los Angeles Office. ii SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS TC -IAN 2011 Ire- 12/28/10 SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 t (213) 236-1800 ((213)236-1825 www.scag.ca.gov Officers President Larry McCallon, Highland First Vice President Pam O'Connor, Santa Monica Second Vke President Glen Becerra, Simi Valley Executive/Administration Committee Chair Larry McCallon, Highland Policy Committee Chairs Community, Economic and Human Development Bill Jahn, Big Bear Lake Energy & Environment Margaret Clark, Rosemead Transportation Greg Pettis, Cathedral City JOINT MEETING OF THE REGIONAL COUNCIL, COMMUNITY, ECONOMIC & HUMAN DEVELOPMENT ENERGY & ENVIRONMENT AND TRANSPORTATION POLICY COMMITTEES PLEASE NOTE TIME Thursday, January 6, 2011 11:00 a.m.-12:00 p.m. SCAG Offices 818 W. 7th Street, 12th Floor Board Room Los Angeles, CA 90017 (213) 236-1800 If members of the public wish to review the attachments or have any questions on any of the agenda items, please contact Deby Salcido at (213) 236-1993 or via email at salcidoPscag.ca.gov SCAG, in accordance with the Americans with Disabilities Act (ADA), will accommodate persons who require a modification of accommodation in order to participate in this meeting. If you require such assistance please contact SCAG at (213) 236-1928 at least 72 hours in advance of the meeting to enable SCAG to make reasonable arrangements. To request documents related to this document in an alternative format, please contact (213) 236-1928. The Regional Council is comprised of 84 elected officials representing 190 cities, six counties, six County Transportation Commissions and a'1ribal Government representative within Southern California. 101.10 JOINT MEETING OF THE REGIONAL COUNCIL, COMMUNITY, ECONOMIC & HUMAN DEVELOPMENT ENERGY & ENVIRONMENT AND TRANSPORTATION POLICY COMMITTEES AGENDA CALL TO ORDER & PLEDGE OF ALLEGIANCE (Hon. Larry McCallon, SCAG President) PUBLIC COMMENT PERIOD — Members of the public desiring to speak on items on the agenda, or items not on the agenda, but within the purview of the Committee, must fill out and present a speaker's card to the Assistant prior to speaking. Comments will be limited to three minutes. The Chair may limit the total time for all comments to twenty minutes. INFORMATION ITEMS Page No. 1. Introduction (Hasan Ikhrata, Executive Director) 2. Presentation by Peter Calthorpe Principal, Calthorpe Associates — Vision California Mr. Calthorpe will provide an overview of "Vision California," and discuss two new modeling tools which can be used to compare scenarios on how California can accommodate future growth. 3. Questions and Answers 4. Discussion ADJOURNMENT SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS Attachment Attachment 1 2 Join Meeting uc-12127/l0 Item No. 31 Approvals City Attorney Director of Finance City ManagerOOL CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 22, 2011 SUBJECT: Public Works Department Monthly Report RECOMMENDATION: Receive and file the attached Department of Public Works Monthly Activity Reports for the month of January, 2011. MEMORANDUM TO: Greg Butler, Director of Public Works FROM: Rodney Tidwell, Maintenance Supervisor DATE: February 7, 2011 SUBJECT: Monthly Activity Report - January, 2011 The following activities were performed by Public Works Department, Street Maintenance Division in-house personnel for the month of January, 2011: SIGNS A. Total signs replaced 180 B. Total signs installed 7 C. Total signs repaired 51 D. Banners Replaced 90 II. TREES A. Total trees trimmed for sight distance and street sweeping concerns III. ASPHALT REPAIRS A. Total square feet of A. C. repairs 20 4.310 B. Total Tons 113.75 IV. CATCH BASINS A. Total catch basins cleaned B. Down Spouts C. Under sidewalks V. RIGHT-OF-WAY WEED ABATEMENT A. Total square footage for right-of-way abatement 115 6 2 0 VI. GRAFFITI REMOVAL A. Total locations 113 B. Total S.F. 7.298 VII. STENCILING A. 0 New and repainted legends B. 300 L.F. of new and repainted red curb and striping C. 0 Bull Nose D. 0 Thermal Plastic E. 32 RPMs Installed R \MAIN !AIN MOACTRPP Also, City Maintenance staff responded to 76 service order requests ranging from weed abatement, tree trimming, sign repair, A . C. failures, litter removal, and catch basin cleanings. This is compared to service order requests for the month of December , 2010. The Maintenance Crew has also put in 64 hours of overtime which includes standby time, special events and response to street emergencies. The total cost for Street Maintenance performed by Contractors for the month of, january,2011 was 888,123.00compared to $111,620.00 for the month of December, 2010. Account No. 5402 Account No. 5401 Account No. 999-5402 $ 23,131.00 $ 58,815.00 $ 6,177.00 Electronic Copies: Amer Attar, Principal Engineer - Capital Improvemennts Mayra De La Torre, Senior Engineer - Land Development Jerry Gonzalez, Associate Engineer - Traffic Division R: \ M A I NTA I N\ MOACTR PT DEPARTMENT OF PUBLIC WORKS MONTHLY ACTIVITY REPORT STREET MAINTENANCE FISCAL YEAR 2010 - 2011 3rd QUARTER Date Submitted: Submitted By: Prepared By: February 7, 2011 Greg Butler Rodney Tidwell SCOPE OF WORK WORK COMPLETED COST FOR JAN. JAN. '11 JAN. '11 WORK WORK TOTAL COST FOR COMPLETED COST FOR FEB. COMPLETED COST FOR THIS FISCAL FEB. '11 FEB. '11 MARCH '11 MARCH '11 YEAR TOTAL COST FOR LAST FISCAL YEAR ASPHALT AC Square Footage: Tons: 4,310 $12,800.70 114 $46,885.90 $0.00 $220,978.22 $0.00 SIDEWALK CURB & GUTTER REPAIR Square Footage: PCC Yards: 0 $0.00 0 $0.00 $0.00 $0.00 $0.00 $23,765.00 STRIPING LINEAR FEET: 300 821.00 5221.41 5131,385.09 IN-HOUSE PAINTING LEGENDS: 0 $0.00 817,728.00 528,408.00 SIGNS REPLACED Material: Labor: 180 $9,000.00 $4,750.20 $23,950.00 $12,640.48 $32,500.00 $17,153.50 SIGNS INSTALLED Material: Labor: 7 $350.00 $184.73 $3,250.00 51,715.35 $4,750.00 $2,506.66 SIGNS REPAIRED Material: Labor: 51 $2,550.00 $1,345.89 $196,386.50 $5,357.17 GRAFFITI Square Footage: 7,298 DRAINAGE CHANNELS CLEANED Basins: Channels: 115 53,034.85 4 $58,815.00 $46,789.47 $177,505.50 $109,070.57 $103,237.78 IN-HOUSE TREES TRIMMED: 20 5527.80 814,408.94 511,453.26 SERVICE ORDER REQUESTS: 76 AFTER HOURS CALL OUTS: 64 52,533.76 $33,869.24 548,438.36 R.O.W. WEED ABATEMENT: 0 $0.00 550.32 52,939.96 TOTALS 595,913.93 5403,757.28 5736,586.40 R:\MAINTAINIMOACTRPT\STR EETMAI NT\JAN. FE B. MAR.\07-08 DEPARTMENT OF PUBLIC WORKS MAINTENANCE WORK COMPLETED FISCAL YEAR 2010-2011 Date Submitted: Submitted By: Prepared By: 07 -Feb• 1 Greg Butler Rodney Tidwell CONTRACTORS JANUARY FEBRUARY MARCH APRIL MAY JUNE 2ND HALF TOTALS YEAR-TO-DATE Asphalt Square Feet 0 0 18,000 Concrete Square Feet 0 0 0 Drainage Channels 4 4 22 TOTAL COSTS $58,815.00 858,815.00 S88.668.00 CONTRACT STRIPING Striping Linear Feet 0 0 0 Sandblasting Linear Feet 0 0 0 TOTAL COSTS $0.00 $0.00 $0.00 TREE CONTRACTORS I rees I rimmed 40 40 313 Trees Removed 1 1 33 TOTAL COSTS $3,156.00 $3.156.00 $20:964.00 R.O.W. SPRAYING Square Feet 355 355 355 TOTAL COSTS $19.975.00 $19.975.00 $30.430.00 CITY MAINTENANCE CREW Banners 0 0 535 Signs Replaced 180 180 479 Signs Installed 7 7 65 Signs Repaired 51 51 553 Catch Basins Cleaned 115 115 1,683 Trees Trimmed 20 20 546 R.O.W. Weed Abatement 0 0 1,480 New & Repainted Legends 0 0 2,160 After Hours CaII Outs 64 64 784 Service Order Requests 76 76 519 Graffiti Removal - Sq Ft 7,298 7,298 28,361 TOTAL COSTS 520,381.34 $20,381.34 $276.550.43 STREET MAINTENANCE CONTRACTORS The following contractors have performed the following projects for the month of January, 2011 DATE ACCOUNT STREET/CHANNEL/BRIDGE DESCRIPTION TOTAL COST OF WORK SIZE CONTRACTOR: RYAN MONTELEONE EXCAVATION, INC. Date: 12.30.10 # 5401 VIA LOBO CHANNEL. REMOVAL OF SAND, SILT AND DEBRIS CAUSED BY STORM TOTAI. COST $ 44,540.00 Date: 12.30.10 # 5402 LIEFER ROAD REPAIR DAMAGED ROADWAY TOTAL COST S 4,342.00 Date: 01.07.1 1 54-02 LIEFER ROAD RE -GRADE ROADWAY TOTAL COST $ 1,835.00 Date: 01.27.11 #5401 LONG CANYON DETENTION BASIN REPAIR SLOPE, RE -GRADE DRAINAGE AREA TOTAL COST $ 10,510.00 CONTRACTOR: RENE'S COMMERCIAL MANAGEMENT Date: 0I.06.11 # 5402 CITYWIDE APPLICATION OF PRE -EMERGENT TO OPEN (TTY R.O.W.'s TOTAL COST $ 8,500.00 Date: 01.14.11 # 5402 CITYWIDE APPLICATION OF PRE -EMERGENT TO OPEN CITY R.O.W.'s TOTAL COST $ 11,475.00 CONTRACTOR: BECKER ENGINEERING Date: 01.11 # 5401 JOHN WARNER RETENTION BASIN REMOVE SAND, SILT ANI) DEBRIS TOTAL COST $ 3,765.00 CONTRACTOR: WEST COAST ARBORISTS, INC. Date: 12.31.10 # 5402 CITYWIDE TREE TRIMMING IN CTTY R.O.W. TOTAL COST $ 3,156.00 TOTAL COST ACCOUNT #5401 TOTAL COST ACCOUNT #5402 TOTAL COST ACCOUNT #99-5402 $ 58,813.00 $ 23,131.00 S 6,177.00 R:'• MAINTAIN \MUACtRI' f CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION ASPHALT (POTHOLES) REPAIRS MONTH OF JANUARY, 2011 DATE LOCATION SCOPE OF WORK - S.F. TOTAL "PONS 01/05/10 YNEZ AT COUNTY CENTER DRIVE R & R 730 18 01/06/11 NICOLAS ROAD POTHOLES 30 TEMP JEDEDIAH SMITH ROAD R & R 240 6 01/10/11 41822 HUMBER R & R 361 11 01/11/11 YNEZ AT COUNTY CENTER R & R 380 10.5 PUJOL AT FIRST POTHOLE 4 TEMP 01/12/11 CITYWIDE POTHOLES 98 3 01/18/11 HUMBER R & R 300 8.25 COMMERCE CENTER AT OVERLAND POTHOLE 22 TEMP 27420 JEFFERSON POTHOLE 10 TEMP 01/19/11 OVERLAND TRAIL POTHOLE 12 TEMP YNEZ AT COUNTY CENTER R & R 370 10 01/20/11 MARGARITA AT STONEWOOD POTHOLE 2 TEMP 01/24/11 N/B MARGARITA AT SANTIAGO R & R 475 12 01/25/11 N/B MARGARITA AT SANTIAGO R & R 400 12 01/26/11 32118 CORTE SOLEDAD R & R 400 11 01/27/11 N/B JEFFERSON AT WINCHESTER R & R 230 6 29701 DEL REY POTHOLES 6 01/31/11 S/B YNEZ AT RANCHO VISTA R & R 215 6 DE PORTOLA AT JEDEDIAH SMITH E.P. 5 RAINBOW CANYON E.P. 20 TOTAL S.F. TOTAL TONS OF REPAIRS 4,310 113.75 R:\MA[NIA [NIWKCMPLTD',ASPI JALT.RPR CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION CATCH BASIN MAINTENANCE MONTH OF JANUARY, 2011 DATE LOCATION WORK COMPLETED 01/03/11 CITYWIDE HOT SPOTS CLEANED & CHECKED 23 CATCH BASINS CITYWIDE HOT SPOTS CLEANED & CHECKED 11 CATCH BASINS 01/05/11 AREA #4 CLEANED & CHECKED 5 CATCH BASINS MEADOWVIEW AREA CLEANED & CHECKED 3 DOWN SPOUTS CITYWIDE "HOT SPOTS" CLEANED & CHECKED 6 CATCH BASINS 01/10/11 HOT SPOTS CLEANED & CHECKED 14 CATCH BASINS 01/12/11 VALLEJO AT YNEZ CLEANED & CHECKED 1 BOWL 01/18/11 CITYWIDE HOT SPOTS CLEANED & CHECKED 20 CATCH BASINS 01/21/11 CITYWIDE HOT SPOTS CLEANED & CHECKED 19 CATCH BASINS 01/26/11 AREA #1 CLEANED & CHECKED 2 UNDER SIDEWALKS AREA #1 CLEANED & CHECKED 3 DOWN SPOUTS 01/31/11 CITYWIDE HOT SPOTS CLEANED & CHECKED 17 CATCH BASINS TOTAL CATCH BASINS CLEANED & CHECKED TOTAL BOWLS CLEANED AND CHECKED TOTAL UNDER SIDEWALKS CLEANED AND CHECKED TOTAL DOWN SPOUTS CLEANED AND CHECKED 115 1 2 6 R:\MAINTAINIW KCMPLETD\CATCHBAS1 CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION GRAFFITI REMOVAL MONTH OF JANUARY, 2011 DATE LOCATION WORK COMPLETED 01/03/11 HICKORY PLACE AT ASPEN REMOVED 4 S.F. OF GRAFFITI MARGARITA AT AVENIDA SONOMA REMOVED 3 S.F. OF GRAFFITI VIA NORTE AT SOLANA REMOVED 4 S.F. OF GRAFFITI DEL REY AT CALLE PINA COLADA REMOVED 4 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT WINCHESTER REMOVED 2 S.F. OF GRAFFITI NO. GENERAL KEARNY AT SALERNO ROAD REMOVED 9 S.F. OF GRAFFITI MARGARITA AT RUSTIC GLEN REMOVED 8 S.F. OF GRAFFITI TEMECULA PARKWAY AT LA PAZ REMOVED 4 S.F. OF GRAFFITI WABASH LANE AT PECHANGA REMOVED 4 S.F. OF GRAFFITI 45337 PECHANGA REMOVED 70 S.F. OF GRAFFITI PEACH TREE AT VINE STREET REMOVED 1 S.F. OF GRAFFITI AVENIDA DE MISSIONS AT VIA RIO TEMECULA REMOVED 4 S.F. OF GRAFFITI REDHAWK AT VAIL RANCH REMOVED 6 S.F. OF GRAFFITI CAMINO PIEDRA ROJO AT VAIL RANCH REMOVED 4 S.F. OF GRAFFITI LA SERENA AT TEMEKU PARK REMOVED 44 S.F. OF GRAFFITI 30975 LA SERENA REMOVED 3 S.F. OF GRAFFITI RANCHO VISTA AT MARGARITA REMOVED 5 S.F. OF GRAFFITI 01/04/11 LA SERENA AT YUKON REMOVED 60 S.F. OF GRAFFITI REDHAWK PARKWAY AT OVERLAND TRAIL REMOVED 45 S.F. OF GRAFFITI SUNNY MEADOWS AT FERMO REMOVED 1 S.F. OF GRAFFITI 01/05/11 SANTIAGO AT TEMECULA COMMUNITY CHURCH REMOVED 4 S.F. OF GRAFFITI 30051 RANCHO VISTA REMOVED 2 S.F. OF GRAFFITI 01/07/11 MARGARITA AT AVENIDA CIMA DEL SOL REMOVED 6 S.F. OF GRAFFITI RANCHO VISTA AT SOUTHERN CROSS REMOVED 4 S.F. OF GRAFFITI RANCHO VISTA AT VIA EL GRECO REMOVED 2 S.F. OF GRAFFITI JEFFERSON AT DEL RIO REMOVED 3 S.F. OF GRAFFITI DEL RIO AT LAS HACIENDAS REMOVED 4 S.F. OF GRAFFITI R:\MA W TAIM\VKCML L rn\GRAFFITI DATE LOCATION WORK COMPLETED 01/10/11 6Tii AT FELIX VALDEZ REMOVED 125 S.F. OF GRAFFITI 28450 FELIX VALDEZ REMOVED 515 S.F. OF GRAFFITI 28566 PUJOL REMOVED 800 S.F. OF GRAFFITI MARGARITA AT W INCO REMOVED 2 S.F. OF GRAFFITI 1-15 AT RANCHO CALIFORNIA ROAD REMOVED 40 S.F. OF GRAFFITI WOLF CREEK AT LYON REMOVED 1 S.F. OF GRAFFITI WOLF CREEK DRIVE AT MURDOCK REMOVED 1 S.F. OF GRAFFITI 01/11/11 SANTIAGO AT YNEZ REMOVED 4 S.F. OF GRAFFITI MARGARITA AT STONEWOOD REMOVED 6 S.F. OF GRAFFITI 42101 MORAGA REMOVED 100 S.F. OF GRAFFITI 01/12/11 MARGARITA BRIDGE AT SANTA GERTRUDIS CREEK REMOVED 5 S.F. OF GRAFFITI WINCHESTER BRIDGE AT SANTA GERTRUDIS CREEK REMOVED 45 S.F. OF GRAFFITI 01/14/11 PECHANGA AT MURFIELD REMOVED 150 S.F. OF GRAFFITI WINCHESTER AT RORIPAUGH REMOVED 64 S.F. OF GRAFFITI MARGARITA AT HARVESTON REMOVED 8 S.F. OF GRAFFITI YNEZ AT COUNTY CENTER REMOVED 1 S.F. OF GRAFFITI 01/19/11 RANCHO CALIFORNIA ROAD BRIDGE REMOVED 25 S.F. OF GRAFFITI RANCHO CALIFORNIA ROAD BRIDGE REMOVED 15 S.F. OF GRAFFITI 1-15 AT OVERLAND BRIDGE REMOVED 420 S.F. OF GRAFFITI RANCHO CALIFORNIA ROAD AT VINTAGE HILLS REMOVED 40 S.F. OF GRAFFITI 25000 PUJOL REMOVED 85 S.F. OF GRAFFITI MARGARITA AT SONOMA REMOVED 1 S.F. OF GRAFFITI RANCHO CALIFORNIA ROAD AT MORAGA REMOVED 1 S.F. OF GRAFFITI MARGARITA AT STONEWOOD REMOVED 1 S.F. OF GRAFFITI MARGARITA AT OVERLAND REMOVED 3 S.F. OF GRAFFITI MARGARITA AT NICOLE REMOVED 1 S.F. OF GRAFFITI MARGARITA AT SOLANA REMOVED 2 S.F. OF GRAFFITI TARGET CENTER REMOVED 330 S.F. OF GRAFFITI TOWER PLAZA REMOVED 75 S.F. OF GRAFFITI MIRA LOMA WALL REMOVED 255 S.F. OF GRAFFITI EDISON PLANT ON MIRA LOMA REMOVED 80 S.F. OF GRAFFITI R:\MAI NTADA WKCMPLTD\G RAFFITI\ DATE LOCATION WORK COMPLETED 01/19/11 YNEZ AT SOLANA REMOVED 5 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT MARGARITA REMOVED 5 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT WINCHESTER REMOVED 375 S.F. OF GRAFFITI WINCHESTER AT NICOLAS REMOVED 11 S.F. OF GRAFFITI 01/20/11 BUTTERFIELD AT TEMECULA PARKWAY REMOVED 2 S.F. OF GRAFFITI PROMENADE CHARDONNAY HILLS AT LA SERENA REMOVED 2 S.F. OF GRAFFITI WALCOTT AT KLARER REMOVED 30 S.F. OF GRAFFITI 01/21/11 MARGARITA AT VERDES LANE REMOVED 33 S.F. OF GRAFFITI TEMECULA PARKWAY AT MURFIELD REMOVED 6 S.F. OF GRAFFITI YNEZ N/B 100' PAST TOWN CENTER REMOVED 18 S.F. OF GRAFFITI JOLLE COURT AT HUSSAR COURT REMOVED 12 S.F. OF GRAFFITI WINCHESTER ATI -15 BRIDGE REMOVED 2 S.F. OF GRAFFITI 01/24/11 WOLF CREEK DRIVE REMOVED 22 S.F. OF GRAFFITI PECHANGA PARKWAY AT MURFIELD REMOVED 200 S.F. OF GRAFFITI REDHAWK BRIDGE AT TEMECULA CREEK REMOVED 400 S.F. OF GRAFFITI II 01/25/11 29712 TEMECULA PARKWAY REMOVED 8 S.F. OF GRAFFITI LONG VALLEY AT HUMBER REMOVED 2 S.F. OF GRAFFITI TARGET CENTER / EMPIRE CREEK REMOVED 65 S.F. OF GRAFFITI TARGET CENTER / EMPIRE CREEK REMOVED 20 S.F. OF GRAFFITI TARGET CENTER / EMPIRE CREEK REMOVED 180 S.F. OF GRAFFITI YNEZ AT YNEZ COURT REMOVED 50 S.F. OF GRAFFITI YNEZ AT YNEZ COURT REMOVED 250 S.F. OF GRAFFITI YNEZ AT YNEZ COURT REMOVED 200 S.F. OF GRAFFITI YNEZ AT YNEZ COURT REMOVED 200 S.F. OF GRAFFITI DLR DRIVE AT YNEZ REMOVED 4 S.F. OF GRAFFITI YNEZ AT YNEZ COURT REMOVED 250 S.F. OF GRAFFITI 01/27/11 LA SERENA AT WILLOW REMOVED 8 S.F. OF GRAFFITI LAKE VILLAGE SPILLWAY REMOVED 300 S.F. OF GRAFFITI VAIL RANCH AT OVERLAND TRAIL REMOVED 25 S.F. OF GRAFFITI MARGARITA AT AVENIDA SONOMA REMOVED 1 S.F. OF GRAFFITI 01/31/11 MORENO AT FRONT REMOVED 10 S.F. OF GRAFFITI R:\MAINTAIN\WKCMPLTD\GR FFITI\ DATE LOCATION WORK COMPLETED 01/31/11 TEMECULA PARKWAY AT LA PAZ REMOVED 4 S.F. OF GRAFFITI WOLF CREEK AT ALTO VISTA REMOVED 5 S.F. OF GRAFFITI WOLF CREEK AT CEDAR WAY REMOVED 3 S.F. OF GRAFFITI BUTTERFIELD AT CROWNE HILL REMOVED 3 S.F. OF GRAFFITI EDISON PLANT / MIRA LOMA REMOVED 865 S.F. OF GRAFFITI DE PORTOLA AT CAMPANULA REMOVED 3 S.F. OF GRAFFITI ' OVERLAND AT JEFFERSON REMOVED 1 S.F. OF GRAFFITI LONG VALLEY AT ROANOAKE REMOVED 6 S.F. OF GRAFFITI LONG VALLEY AT YUKON REMOVED 4 S.F. OF GRAFFITI TARGET CENTER REMOVED 10 S.F. OF GRAFFITI S/B 1-15 FREEWAY AT RANCHO CALIFORNIA ROAD REMOVED 2 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT MARGARITA REMOVED 40 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT MARGARITA REMOVED 25 S.F. OF GRAFFITI SANTA GERTRUDIS CREEK AT MARGARITA REMOVED 12 S.F. OF GRAFFITI SANTA GERTRUDIS AT GENERAL KEARNY REMOVED 90 S.F. OF GRAFFITI SANTA GERTRUDIS AT GENERAL KEARNY REMOVED 30 S.F. OF GRAFFITI BRIDGE WALLS AT GENERAL KEARNY REMOVED 90 S.F. OF GRAFFITI VERDES LANE AT MANCERA REMOVED 6 S.F. OF GRAFFITI NICOLAS AT CALLE MEDUSA REMOVED 18 S.F. OF GRAFFITI VERDES LANE AT MARGARITA REMOVED 2 S.F. OF GRAFFITI OVERLAND AT MARGARITA REMOVED 1 S.F. OF GRAFFITI HUMBER AT RANCHO CALIFORNIA ROAD REMOVED 1 S.F. OF GRAFFITI LA SERENA AT CALLE PINA COLADA REMOVED 12 S.F. OF GRAFFITI TOTAL S.F. GRAFFITI REMOVED TOTAL LOCATIONS 7,298 113 R:\MAINTA I N\ W KCMPLTD\GRAF FITI\ SOUARE FOOTAGE January February March April May June July August September October November December 7,298 CITY OF TEMECULA 2011 GRAFFITI REMOVAL TOTAL CALLS January February March April May June July August September October November December 113 51000 49000 47000 45000 43000 41000 39000 37000 35000 33000 31000 29000 27000 25000 23000 21000 19000 17000 15000 13000 11000 9000 7000 5000 3000 1000 a DEC JAN FEB MAR APRIL MAY JUNE JULY AUG SEPT OCT NOV Totals for the Year To Date: Feb. 1, 2011 Sq. Foot 7,298 Calls 113 -R- SQ FT Ri IALNTE"UNCEGRAFFTTFLral6u Chain 1.do CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION RIGHT-OF-WAY TREE TRIMMING MONTH OF JANUARY, 2011 DATE LOCATION WORK COMPLETED 01/19/11 W/B RANCHO VISTA AT MIRA LOMA TRIMMED 2 R.O.W. TREES 01/21/11 TEMECULA PARKWAY 300' WEST OF PECHANGA TRIMMED 1 R.O.W. TREES VIA NORTE AT SOLANA TRIMMED 1 R.O.W. TREES 01/25/11 PARK -N -RIDE / OLD TOWN FRONT STREET TRIMMED 14 R.O.W. TREES 01/26/11 28809 EDENTON WAY TRIMMED 2 R.O.W. TREES TOTAL R.O.W. TREES TRIMMED 20 RAMAINTAIN`.W RKCOMPCPDITREES CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION SIGNS MONTH OF JANUARY, 2011 1)ATF LOCATION L WORK COMPLETED 01/10/11 DIAZ AT RANCHO WAY REPLACED W1-7 & OM1 -3, 2 TYPE I & R-26 MARGARITA AT WINCO REPAIR R4-7 01/11/11 SANTIAGO AT YNEZ NEW INSTALL 3-R-26 OLD CITY HALL REPAIR FACILITY SIGN MAIN MERCEDES REPLACED 3 R1-1 01/12/11 MARGARITA AT WINCHESTER REPLACED SNS YNEZ AT MOUNTAIN VIEW REPLACED R26-81 VIA MONDO AT PREECE REPAIR SNS 30370 DE PORTOLA REPAIR R26-81 01/13/11 FELIX VALDEZ AT VINCENT MORAGA REPAIR W1-2 2ND STREET AT MERCEDES REPAIR D-11 43057 MARGARITA REPLACED R6-1 MERCEDES AT MAIN NEW INSTALL (2) W11-2, R3-2, R5-1 MERCEDES AT MAIN REPAIRED R3-2, R1 -5A TEMECULA PARKWAY AT JEDEDIAH SMITH REPLACED R9 -3A TEMECULA PARKWAY AT PECHANGA REPAIRED W1-7 & OM1 -3 40440 MARGARITA REPLACED R4-7 BRANDEIS CIRCLE AT GEORGETOWN REPAIR SNS WAYNEWOOD AT MARWOOD REPAIR SNS CITYWIDE REPLACED 16 DELINEATORS CITYWIDE REPAIRED 10 DELINEATORS 01/14/11 JEFFERSON AT WINCHESTER REPAIR R6-1 JEFFERSON AT WINCHESTER REPAIR R4-7 & TYPE K WINCHESTER AT YNEZ REPAIR R4-7 OVERLAND AT YNEZ REPAIR R4-7 WINCHESTER AT NICOLAS REPAIR R4-7 DATE LOCATION WORK COMPLETED 01/14/11 NICOLAS AT WINCHESTER REPLACED 2 DELINEATORS 01/18/11 RANCHO CALIFORNIA ROAD REPLACED 45 BANNERS 01/19/11 WINCHESTER ROAD REPLACED 45 BANNERS 01/20/11 PECHANGA PARKWAY AT DEER HOLLOW REPLACED R4-1 VAIL RANCH PARKWAY AT CAMINO PIEDRA ROJO REPLACED R26 / 81 BUTTERFIELD AT TEMECULA PARKWAY REPAIR R4-7 PEPPERCORN AT DEER HOLLOW REPLACED S1-1 01/21/11 PEPPERCORN AT CORTE ZARAGOZA REPLACED R96B 01/25/11 LOW FLOW REPLACED 4 DELINEATORS 01/26/11 VIA PUESTA DEL SOL AT VIA CUESTA DEL SOL REPLACED SNS RIVERTON AT CALLE MEDUSA REPAIR R1-1 CHALDON AT CALLE MEDUSA REPAIR R1-1 27368 VIA INDUSTRIA REPAIR R26-1 MERCEDES AT 6TH REPAIR R2-25 PASEO GOLETA AT CORTE POSITAS REPAIR R1-7 PASTO GOLETA AT RANCHO VISTA REPAIR R1-7 01/27/11 28069 DIAZ REPLACED DELINEATORS (3) 28069 DIAZ REPAIRED 10 DELINEATORS 01/28/11 REDHAWK PARKWAY AT DOG PARK REPLACED 7 DELINEATORS 01/31/11 WINCHESTER AT JEFFERSON REPLACED R4-7 VERDES LANE AT MANCERA REPAIR R1-1 MARGARITA AT VERDES LANE REPLACED 3 DELINEATORS MARGARITA AT AVENIDA BARCA REPLACED 2 DELINEATORS HUMBER AT AVENIDA BARCA REPAIR SNS TOTAL SIGNS REPLACED TOTAL SIGNS INSTALLED TOTAL SIGNS REPAIRED 180 7 51 R:\MAINIA[N' WKCMP1:1 D' SIGNS\ CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS ROADS DIVISION STENCILS / STRIPING MONTH OF JANUARY, 2011 DAT E LOCATION WORK COMPLETED 01/27/11 DEER HOLLOW AT PEPPERCORN INSTALLED 300 LF. YELLOW DOUBLE DEER HOLLOW AT PEPPERCORN INSTALLED 14 RPMS MERCEDES AT MAIN STREET INSTALLED 18 RPMS TOTAL NEW & REPAINTED LEGENDS 0 NEW & REPAINTED RED CURB & STRIPING L.F. 300 TOTAL RPMS INSTALLED 32 R:\MAINTA IN\WRKCOMPLTD'STR1PING CAPITAL IMPROVEMENT PROJECTS Monthly Activity Report January / February 2011 Prepared by: Amer Attar Submitted by: Greg Butler Date: 2/22/2011 PROJECTS UNDER CONSTRUCTION Roripaugh Ranch Fire Station The majority of work was completed by April of 2006. The remaining work will be completed when the mainline utilities are installed, which the City is undertaking - estimated start in March of 2010. A fire engine/truck venting system (requested/added on 2/06) will be installed when the Contractor re- mobilizes, this cost is also included in the approved change order total. Temporary power, initially established in 2003 by the developer, had to re-established in May of 2010. City Property at Diaz Road and Dendy Parkway (Northwest RDA Property) - Rough Grading This project provided for the rough grading of the vacant City property at Diaz Road and Dendy Parkway. All work was completed on March 28, 2007. Site restoration, including hydroseeding, was completed in December of 2008. A notice of completion was approved by the City Council at the 1/13/09 meeting. Ongoing maintenance expenses will be incurred for NPDES measures until such time the property is developed. Minor BMP improvements were completed in April of 2010. Old Town Infrastructure Project -Town Square and Mercedes & Main Street This project involves construction of the Town Square and street improvements on Mercedes & Main Streets. The project was awarded on March 18, 2008. Final work items involve completion of the show power which is in design and set to be constructed in spring of 2011. Old Town Infrastructure Projects - Parking Structure & Office/Retail Frontage The structure was opened to the public on March 1, 2010. Punch list and close out work will be ongoing for two to three months. In addition a long term (5 year) maintenance contract for landscaping in the Caltrans right of way was awarded at the 10/26/10 City Council meeting. Ronald Reagan Sports Park Channel Silt Removal & Desiltation Pond This project includes restoring the Best Management Practices (BMP) of the Stormwater Pollution Prevention Plan (SWPPP), the Water Quality Management Plan (WQMP) and the requirements of RWQCB by desilting the basin located near the Sports Park. 401 Certification, Streambed Alteration Agreement, and Nationwide Permits have been acquired. The City has reached an agreement with the contractor and the contract is being closed out. Old Town Civic Center 1 This project will construct the Old Town Civic Center. City Council awarded the contract to Edge Development, Inc. on 09/09/08. Edge began work on 4/8/09. Dedication ceremony was held on 12/9/10 and the City started operations from the new structure on 12/20/2010. Work on Parking Structure Tenant Improvements will be ongoing through February of 2011. Temecula Community Center Expansion - Phase 2, Renovation of Historical Buildings Phase 2 of this project will renovate the Escallier House and Barn. Bids were opened on March 4, 2010. A recommendation to award a contract was approved at the City Council at the 03/23/10 meeting. Notice to proceed is effective 05/03/10 for Phase 2. The Food Pantry has relocated to the new building. The old trailers has been removed, site work has begun and is on-going. Redhawk Park Improvements This project will add amenities, which include ADA accessible parking, a restroom, a half -court basketball court, and permanent dog park at Redhawk Community Park. As part of this project, a seatwall will be installed at Sunset Park. The Notice To Proceed was issued on 12/21/09. Construction activities began in January 2010. Completion is anticipated in January 2011. Winchester Road / State Route 79 North - North Corridor Beautification This federally funded project will design and construct landscaping and irrigation enhancements to the existing raised medians along Winchester Road between Ynez Road and the easterly City limits. Construction is substantially complete. There are punchlist items and the 90 -days maintenance to be done. The Contractor filed for Bankruptcy in late November. The City compiled the list of outstanding items and costs and sent them to the City Attorney for presentation to the bonding company. Citywide Slurry Seal Project FY 2009-2010 This project will slurry seal local streets within the Roripaugh Hills Estates, Campos Verdes tract and Nicolas Valley Areas. Proposition 1B funds will be used to fund this project. The project is complete. The Notice of Completion is scheduled for the 02/22/2011 City Council meeting. Traffic Signal Installation - Citywide This project will install traffic signals on Rancho California Road at Yukon Road. Authorization to solicit construction bids was received from City Council on 08/10/10. The project was advertised and bids were opened on 10/21/10. The City Council awarded this project at the 11/09/10 meeting. Pre -construction meeting was held on 12/01/10. Citywide Storm Drain Improvements - Rancho California Rd at Vincent Moraga Dr Project consists of installing two catch basins and approx. 100' of RCP drainage pipe across Rancho California Road at Vincent Moraga Drive, as well as relocation of an existing RCWD waterline. Storm drain installation work is complete and the system is fully functional. Landscape restoration has been completed; the project is complete. Construction staging area still needs to be cleared and restored to pre -construction state. Road Reconstruction at Jedediah Smith Road 2 Project will rehabilitate roadway surface using the Asphalt Rubberized Aggregate Membrane (ARAM) method on Jedediah Smith Road between Temecula Parkway and Cabrillo Ave; on Cabrillo Ave between Jedediah Smith Road and Vallejo Ave; and on Vallejo Ave between Cabrillo Ave and Ynez Road. Scope of work was expanded to include Santiago Rd between Ynez Rd and the 1-15 freeway. This project is now complete. Notice of Completion to went to City Council 2/8/11. Citywide Slurry Seal Project FY 2009-2010 This Project is the annual slurry seal project that will slurry seal local streets in Temeku Hills and a portion of Chardonnay Hills. The project is complete. The Notice of Completion is scheduled for the 02/22/2011 City Council meeting. Citywide Concrete Repairs FY 2009-2010 This project will consist of various concrete repairs throughout the City. The project is complete. The Notice of Completion is scheduled for the 02/22/2011 City Council meeting. Closed Circuit Television (CCTV) Installation on Temecula Parkway This Project will install fiber optic cable in existing conduits and 4 television cameras at four intersections to monitor traffic flow on Temecula Parkway between Pechanga Parkway and Butterfield Stage Road. The project is in it's fifth week. The project is scheduled to be completed on February 15, 2011. Ronald Reagan Sports Park Desilting Basin Environmental Mitigation This project involves the installation of landscape and irrigation improvements on a .26 acre Habitat Creation Area and maintaining it for five (5) years in accordance with a Habitat Mitigation and Monitoring Program. Bid opening was held on 11/16/10, Pacific Restoration Group is the apparent low bidder. Work began on 12/9/10, but was interrupted by heavy rains that began on 12/16/10. Due to partial inundation of the site, as well as saturated site conditions, work was suspended as of 12/16/10. An extension of the original completion deadline of 12/26/10 was received from the USACE - new completion deadline (for permitting purposes) is 3/1/11. Work resumed on 1/18/11, and was completed effective 1/20/11 - the plant establishment period is now in process. 3 PROJECTS BEING ADVERTISED FOR BIDS Pavement Rehabilitation - Nicolas Road This project will rehabilitate Nicolas Road from Joseph Road to Calle Girasol. The project is scheduled for a February 15, 2011 bid opening date. 4 PROJECTS IN DESIGN Pechanga Parkway Storm Drain Improvements - Environmental Mitigation This project includes construction of new wetlands for the Wolf Valley Creek Channel Improvements - Stage I. A site visit with the DFG took place on 03/16/10. Another site visit, this time with Army Corps and Regional Water Board was conducted on April 23rd. Water table level tests showed no sign of water within 18' depth. Resource agencies are being consulted about an alternate mitigation strategy. Murrieta Creek Bridge and Overland Drive Extension from Commerce Center to Diaz Rd The project includes the extension of Overland Drive from Commerce Center Drive to Diaz Road with a bridge over Murrieta Creek. The design is complete and the City has the mylars for signature. Main Street Bridge Over Murrieta Creek (Replacement) This project will replace the existing Main Street Bridge over Murrieta Creek. Design consultant Simon Wong Engineering (SWE) and the City are continuing to pursue environmental permitting and coordination issues associated with pursuing the bridge replacement as a project separate from the Army Corps of Engineer's Murrieta Creek Improvement project. Caltrans is in the process of completing the final review of the environmental technical reports, and issuance of a signed CE was anticipated in mid-January. However, a last-minute notice was received from Caltrans that the Native American consultation with the Pechangas was incorrectly handled by Caltrans, and further work is needed in this area. This issue is expected to be resolved by mid-February. Fish & Game has issued a 'No Streambed Alteration Agreement Required' determination - permitting efforts through CDFG are complete. The ACOE and RWQCB permit applications are still being processed. Pedestrian/Bicycle Bridge Over Santa Gertrudis Creek This project includes the construction of an approx. 150' long ped/bike bridge over Santa Gertrudis Creek near Chaparral H.S. This is a federally funded project, which will involve a NEPA document. Environmental clearance (Categorical Exclusion) was obtained from Caltrans on 5/20/10. Request for Authorization (RFA) to Proceed with Construction package was submitted to Caltrans on 06/24/10; approval is contingent on obtaining resource agency permits. A "No Streambed Alteration Agreement Required" determination received from CDFG on 11/16/10. USACE and the RWQCB have provided notification (as of 1/6/11) that no permits will be required from either agency - re -submittal to Caltrans for the RFA is anticipated early February. Western Bypass Bridge Over Murrieta Creek This project involves the design, environmental clearance, and construction of a new bridge over Murrieta Creek at the westerly terminus of Western Bypass and an extension of Pujol Street to the new structure. Once constructed, this will serve as the southerly connection of the Western Bypass Corridor. The Mitigated Negative Declaration was adopted. Applications to the various environmental agencies have been submitted. Review of the 100% Plans and Specs is on-going. Temecula Park and Ride (79 South) This project will design and construct a park and ride facility on Temecula Parkway (formerly 79 South) at La Paz. The consultant submitted 90% Plans and Specifications. City completed its review and provided comments to the consultant. Consultant continue to work on the 100% plans. Submittal of 100% plans is anticipated in late February. 5 French Valley Parkway / Interstate 15 Over -Crossing and Interchange Improvements - Phase 1 (PS&E) A southbound off -Ramp to Jefferson, an auxiliary lane, and widening the bridge over Santa Gertrudis Creek at the Winchester southbound off -ramp are the components of Phase 1. City continued the design work. Status is as follows: > 100% PS&E - Target submittal 02/21/2011. > Right of Way - Establishing and securing limits of dedication. > Declaration of Units - Caltrans Approved Metric Exception for this phase. > Utilities - Pothole of existing utilities within APE are complete. Relocation Claim Letter was sent to all utility companies and discussions regarding relocations have begun. Old Town Gymnasium This projects involves the design of the approximately 9,000 square foot gymnasium adjacent the Boys & Girls Club on Pujol Street. The land is to be utilized as staging area for the Murrieta Creek Improvements project and it will need to be acquired from Riverside County Flood Control (RCFC) for the current design. A time line was established by TCSD for the design and environmental work. The TCSD Board of Directors approved the Conceptual Master Plan on May 11, 2010. Consultant is working on design and environmental work. Santa Gertrudis Creek Pedestrian/Bicycle Trail Extension and Interconnect The project will provide a Class I bicycle trail that connects the existing Santa Gertrudis Creek Pedestrian/Bicycle Trail at Ynez Road to the Murrieta Creek Multi -Purpose Trail at Diaz Road. The alignment study has been completed. Extension of time for the Bicycle Transportation Account funds was approved on 05/01/09. The consultant is working on 90% plans, specifications and estimate. Nicolas Valley - Assessment District (Liefer Road) This project will study assessment district feasibility and formation, including completing the street and minor storm drain improvements on the unimproved portions of certain streets within Nicolas Valley (Liefer Road) area. Consultant is finalizing 100% plans for signature. Roripaugh Ranch Street Improvements - Phase! Ph I includes the design & construction of Butterfield Stage Road (BSR) from Murrieta Hot Springs Road (MHSR) to CaIIe Chapos, a portion of MHSR, CaIIe Chapos, South Loop Rd and making the Fire Station functional. David Evans and Associates' (DEA) and Hirsh & Associates, Inc. (HAI) were awarded contracts to complete the design. Final (100%) plans were returned to DEA for corrections. Staff is working on the Bid Docs. Staff is also coordinating with all the utilities. The City Attorney is to review the impacts of the FDIC's new involvement. 1-15 / SR -79S Ultimate Interchange 95% PS&E (2nd Submittal) - Preparing to submit to Caltrans February 2011. Pavement Rehabilitation This project will rehabilitate portions of Winchester, Rancho California, Ynez and Margarita Roads. Currently the City is getting additional Right -of -Way documents for the design consultant. Harris & Associates will be submitting the complete 30% plan the week of 02-07-11 for project PW10-05A, Rancho California, Winchester & Ynez. 6 French Valley Parkway / Interstate -15 OverCrossing and Interchange Improvements - Phase 11 RFP171 for Engr Svcs: Aug - Sep 2010. Evaluation/Interview: Oct - Nov 2010. City is currently under negotiations with the most qualified candidate. PROJECTS IN THE PLANNING STAGE French Valley Parkway / Interstate 15 Over -Crossing and Interchange Improvements (PA & ED) Project Report - Approved January 2010. Environmental Document - Approved January 2010. New Connection Report - Approved April 2010. Freeway Agreements - Approved/signed by City of Temecula 07/13/2010. Submitted to Caltrans for final execution. 8 Item No. 32 Approvals City Attorney Director of Finance City Manager fie, (10L CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Andre O'Harra, Chief of Police DATE: February 22, 2011 SUBJECT: Police Department Monthly Report The following report reflects the activity of the Temecula Police Department for the month of January 2011. PATROL SERVICES Overall calls for police service 2,358 "Priority One" calls for service 41 Average response time for "Priority One" calls 5.34 Minutes VOLUNTEERS Volunteer administration hours 257 Special Events 54 Community Action Patrol (CAP) hours 906 Reserve officer hours (patrol) 25 Training hours 81 Total Volunteer hours 1273 CRIME PREVENTION Crime prevention workshops /Neighborhood watch meetings conducted 9 Residential/Business security surveys conducted 1 Businesses visited 9 Residences/Businesses visited for past crime follow-up 15 Station Tour 2 Planning Review Projects/Temp Outdoor Use Permits 11 OLD TOWN STOREFRONT Total customers served 321 Sets of fingerprints taken 37 Police reports filed 7 Citations signed off 62 Car Seat Inspections 2 Total receipts $3,857.00 SPECIAL ENFORCEMENT TEAM (SET TEAM) On sight felony arrests 14 On sight misdemeanor arrests 14 Felony arrest warrants served 2 Misdemeanor arrest warrants served 5 Follow-up investigations 6 Parole/Probation Searches 16 Pedestrian Checks 25 Traffic StopsNehicle Checks 30 Crime Free Housing Checks 8 TRAFFIC Citations issued for hazardous violations 702 Grant funded D.U.I. / Traffic safety checkpoints 1 Grant funded traffic click it or ticket 0 D.U.I. Arrests 34 Non -hazardous citations 343 Stop Light Abuse/Intersection Program (S.L.A.P.) citations 131 Neighborhood Enforcement Team (N.E.T.) citations 27 Parking citations 239 School Zone 39 Seatbelts 36 Cell Phone Cites 119 Injury collisions 32 INVESTIGATIONS Beginning Caseload 122 Total Cases Assigned 59 Total Cases Closed 45 Search Warrants Served 7 Arrest 6 PROMENADE MALL TEAM Calls for service 383 Felony arrest/filings 20 Misdemeanor arrest/filings 42 Traffic Citations 120 Fingerprints/Livescans 176 Total receipts $7,382.00 SCHOOL RESOURCE OFFICERS Felony arrests 5 Misdemeanor arrests 2 Reports 182 Youth counseled 131 Meetings 76 YOUTH ACCOUNTABILITY TEAM School visits 39 Home visits 12 Presentations / Meetings 24 Drug Tests 12 Operations/Truant Sweep 0