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AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
41000 MAIN STREET
JULY 10, 2012 – 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.
5:30 P.M. – The City Council will convene in Closed Session in the Canyons Conference
Room on the third floor of the Temecula City Hall concerning the following matters:
1) Public Employee performance evaluation for the incumbent position of City
Manager pursuant to Government Code Section 54957.
2) Conference with real property negotiators pursuant to Government Code Section
54956.8 regarding two parcel of real property on the Temecula Escarpment. The
first parcel is owned by John and Maria B. Barth, Samuel and Theresa G.
Barragan, R. Anthony and Kathleen L. Henrich, Thomas M. and Christine C.
Horan, Thomas M and Judy R. Henrich in various undivided interests and
capacities as described in the title report for the property, and consists of
approximately 19.91 acres (APN 940-030-003) located near Rancho California
Road on the escarpment west of the City limits in unincorporated Riverside
County. The second parcel is owned by Anthony T. Carr and consists of
approximately 4.46 acres (APN 940-140-011) located on Via Horca on the
escarpment west of the City limits in unincorporated Riverside County. The
parties to the negotiations for the purchase of the property are the
Barth/Barragan, Anthony T. Carr, Riverside County Regional Conservation
Authority and the City of Temecula. Negotiators for the City of Temecula are: Bob
Johnson, Patrick Richardson, and Luke Watson. Under negotiation are price
and the terms of the City and Authority's purchase of the property.
3) Conference with real property negotiators pursuant to Government Code Section
54956.8 regarding the acquisition of the City of the YMCA building located at
29119 Margarita Road, Temecula 92591 on a portion of Margarita Park. The parties
to the negotiations for the acquisition of this building are: YMCA of Riverside City
and County and the City of Temecula. Negotiators for the City of
Temecula are: Bob Johnson, Aaron Adams, and Tamra Irwin. Under negotiation
are the price and terms for the acquisition of the building.
4) Conference with legal counsel—Potential litigation. The City Council will meet in
closed session with the City Attorney pursuant to Government Code Section
54956.9(c) with respect to one matter of pending potential litigation and will
1
discuss whether to initiate litigation against the County of Riverside relating to its
certification of the Final Environmental Impact Report for the Liberty Quarry
Project.
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: 12-06
Resolution: 12-54
CALL TO ORDER: Mayor Chuck Washington
Prelude Music: Jamie Rector
Invocation: Reverend Robert A. Nagy, Oblatte OSB of Saint Thomas of
Canterbury Episcopal Church
Council Member Comerchero
Comerchero, Edwards, Naggar, Roberts, Washington
Flag Salute:
ROLL CALL:
PUBLIC COMMENTS
A total of 30 minutes is provided so members of the public may address the City Council
on items that appear within the Consent Calendar or a matter not listed on the agenda.
Each speaker is limited to three minutes. If the speaker chooses to address the City
Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a
Request to Speak form must be filled out and filed with the City Clerk prior to the City
Council addressing Public Comments and the Consent Calendar. Once the speaker is
called to speak, please come forward and state your name for the record.
For all Public Hearing or Council Business items on the agenda, a Request to Speak form
must be filed with the City Clerk prior to the City Council addressing that item. Each
speaker is limited to five minutes.
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, 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.
2
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 June 26, 2012.
3 List of Demands
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 12-
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 May 31, 2012
RECOMMENDATION:
4.1 Approve and file the City Treasurer's Report as of May 31, 2012.
5 Agreement with Temecula Sunrise Rotary for Placement and Maintenance of Bus
Benches
RECOMMENDATION:
5.1 Approve a three-year agreement with the Temecula Sunrise Rotary Club, a non-
profit corporation, for the placement and maintenance of 36 bus benches located
throughout the City, in an annual amount of $10,050.
6 Acceptance of Certain Public Streets within Tract Map No. 35181 into the City -
Maintained System (located at the northwest corner of Winchester Road and Dendy
Parkway)
RECOMMENDATION:
6.1 Adopt a resolution entitled:
RESOLUTION NO. 12-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY -MAINTAINED
SYSTEM (WITHIN TRACT MAP NO. 35181)
3
7 First Amendment to the License Agreement with the Friends of the Temecula Public
Library
RECOMMENDATION:
7.1 Approve the First Amendment with the Friends of the Temecula Library for the
support of the Temecula Public Library and operation of the Friends of the
Temecula Library Bookstore.
8 Purchase Agreement for the Traffic Safety and Bridge Light Retrofit, PW12-08
RECOMMENDATION:
8.1 Approve the agreement with Tanko Lighting to purchase 470 Induction Luminaire
Cobra Head Lights for a total cost of $141,799 for the Traffic Safety and Bridge
Light Retrofit Program, PW12-08.
********************
RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF
THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE
TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND
THE TEMECULA PUBLIC FINANCING AUTHORITY
********************
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TEMECULA COMMUNITY SERVICES DISTRICT MEETING
Next in Order:
Ordinance: No. CSD 12-01
Resolution: No. CSD 12-07
CALL TO ORDER: President Jeff Comerchero
ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero
CSD PUBLIC COMMENTS
A total of 30 minutes is provided so members of the public may address the Board of
Directors on items that appear within the Consent Calendar or a matter not listed on the
agenda. Each speaker is limited to three minutes. If the speaker chooses to address the
Board of Directors on an item listed on the Consent Calendar or a matter not listed on the
agenda, a Request to Speak form must be filled out and filed with the City Clerk prior to
the Board of Directors addressing Public Comments and the Consent Calendar. Once the
speaker is called to speak, please come forward and state your name for the record.
For all Public Hearing or District Business items on the agenda, a Request to Speak form
must be filed with the City Clerk prior to the Board of Directors addressing that item.
Each speaker is limited to five minutes.
CSD 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 Temecula Community Services District request specific items be removed from the
Consent Calendar for separate action.
9 Action Minutes
RECOMMENDATION:
9.1 Approve the action minutes of June 26, 2012.
10 Agreement with The Shortstop for Concession Services at the Patricia H. Birdsall Sports
Park
RECOMMENDATION:
10.1 Approve an Agreement with The Shortstop for concession services at the
Patricia H. Birdsall Sports Park.
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGER REPORT
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CSD BOARD OF DIRECTORS REPORTS
CSD ADJOURNMENT
Next regular meeting: Tuesday, July 24, 2012, at 5:30 PM, for a Closed Session, with regular
session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula,
California.
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TEMECULA PUBLIC FINANCING AUTHORITY MEETING
Next in Order:
Ordinance: No. TPFA 12-01
Resolution: No. TPFA 12-01
CALL TO ORDER: Chairperson Chuck Washington
ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Roberts, Washington
TPFA PUBLIC COMMENTS
A total of 15 minutes is provided so members of the public may address the Board of
Directors on items that appear within the Consent Calendar or a matter not listed on the
agenda. Each speaker is limited to three minutes. If the speaker chooses to address the
Board of Directors on an item listed on the Consent Calendar or a matter not listed on
the agenda, a Request to Speak form must be filled out and filed with the City Clerk prior
to the Board of Directors addressing Public Comments and the Consent Calendar. Once
the speaker is called to speak, please come forward and state your name for the record.
For all Public Hearing or Authority Business items on the agenda, a Request to Speak
form must be filed with the City Clerk prior to the Board of Directors addressing that
item. Each speaker is limited to five minutes.
TPFA 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 Temecula Public Financing Authority request specific items be removed from the
Consent Calendar for separate action.
11 Action Minutes
RECOMMENDATION:
11.1 Approve the action minutes of November 22, 2011.
TPFA BUSINESS
12 Approval of Issuance of Special Tax Refunding Bonds for Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crowne Hill), Community Facilities
District No. 03-03 (Wolf Creek), and Community Facilities District No. 03-06 (Harveston
in
RECOMMENDATION:
12.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
7
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF
SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL), APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
12.2 Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF
SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK), APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
12.3 Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF
SPECIAL TAX REFUNDING BONDS RELATED TO THE TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-06
(HARVESTON II), APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
TPFA EXECUTIVE DIRECTOR REPORT
TPFA BOARD OF DIRECTORS REPORTS
TPFA ADJOURNMENT
Next regular meeting: Tuesday, July 24, 2012, 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.
8
SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY — no meeting
TEMECULA HOUSING AUTHORITY — no meeting
9
RECONVENE TEMECULA CITY COUNCIL
CITY MANAGER REPORT
CITY ATTORNEY REPORT
ADJOURNMENT
Next regular meeting: Tuesday, July 24, 2012, 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 in the Main Reception area at the Temecula Civic Center
(41000 Main Street, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time, the packet may also be
accessed on the City's website — www.cityoftemecula.org
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 in the Main Reception area at the Temecula Civic Center (41000 Main Street, Temecula,
8:00 AM — 5:00 PM). In addition, such material will be made available on the City's website — www.cityoftemecula.org — 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 the City Clerk's
Department, (951) 694-6444.
10
CONSENT CALENDAR
Item No. 1
Item No. 2
ACTION MINUTES
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
41000 MAIN STREET
JUNE 26, 2012 – 7:00 PM
6:00 P.M. – The City Council will convene in Closed Session in the Canyons Conference
Room on the third floor of the Temecula City Hall concerning the following matters:
1) Conference with real property negotiators pursuant to Government Code Section
54956.8 regarding the acquisition of the City of the YMCA building located at
29119 Margarita Road, Temecula 92591 on a portion of Margarita Park. The parties
to the negotiations for the acquisition of this building are: YMCA of Riverside City
and County and the City of Temecula. Negotiators for the City of Temecula are:
Bob Johnson, Aaron Adams, and Tamra Irwin. Under negotiation are the price and
terms for the acquisition of the building.
2) Conference with legal counsel—Potential litigation. The City Council will meet in
closed session with the City Attorney pursuant to Government Code Section
54956.9(c) with respect to one matter of pending potential litigation and will
discuss whether to initiate litigation against the County of Riverside relating to its
certification of the Final Environmental Impact Report for the Liberty Quarry
Project.
3) Conference with real property negotiators pursuant to Government Code Section
54956.8 regarding one parcel of real property owned by the City of Temecula
consisting of approximately 30.2 acres (APN 909-370-002) located northwesterly
of Diaz Road and Dendy Parkway. The parties to the negotiations for an
amendment to the terms of sale of this property are: Wild Rivers Temecula LLC
and the City of Temecula. Negotiators for the City of Temecula are: Bob Johnson,
Patrick Richardson, and Luke Watson. Under negotiation are the price and terms
of the sale of the property to Wild Rivers Temecula LLC.
Public Information concerning existing litigation between the City and various parties
may be acquired by reviewing the public documents held by the City Clerk.
At 6:00 P.M. the City Council called the Closed Session meeting to order.
The City Council meeting convened at 7:01 P.M.
CALL TO ORDER: Mayor Chuck Washington
Prelude Music: To Be Announced
Invocation: Reverend Al of Unity Church of Temecula Valley
Flag Salute: Council Member Roberts
1
ROLL CALL: Comerchero, Edwards, Naggar, Roberts, Washington
PRESENTATIONS/PROCLAMATIONS
Certificates of Achievement to Jacob Adams, William Baker, Jason Geminert, Spencer
Golledge, Troy Golledge, Austin Larsen, and Taylor May for attaining the rank of Eagle
Scout
PUBLIC COMMENTS
The following individuals addressed the City Council:
• Elaine Castillo
• Ann Crutchley
• Kimberly Sheehy
• Carol Monroe
• Adrian McGregor
• Carlos (Chai) Notarte
• Richard Kencht
• Ann Pica
• Stephen Eldred
• Garry Grant
• Dustin Lundle
• Bret Kelley
• Paul Jacobs
• Patrice Lynes
• Fred Bartz
• Haley Seino
• Tom Vining
• Kathy Vining
CITY COUNCIL REPORTS
CONSENT CALENDAR
1 Standard Ordinance and Resolution Adoption Procedure - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards 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 (4-0-1, Council Member Edwards
absent) Council Member Comerchero made the motion; it was seconded by
Council Member Naggar; and electronic vote reflected approval, with Council
Member Edwards absent.
2
RECOMMENDATION:
2.1 Approve the action minutes of June 12, 2012.
3 List of Demands - Approved Staff Recommendation (4-0-1, Council Member
Edwards absent) Council Member Comerchero made the motion; it was seconded
by Council Member Naggar; and electronic vote reflected approval, with Council
Member Edwards absent.
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 12-50
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A
4 Agreement for Phlebotomy Services - Approved Staff Recommendation (4-0-1,
Council Member Edwards absent) Council Member Comerchero made the motion;
it was seconded by Council Member Naggar; and electronic vote reflected
approval, with Council Member Edwards absent.
RECOMMENDATION:
4.1 Approve the Agreement with American Forensic Nurses, DBA: AFN for
phlebotomy services in Fiscal Year 2012-13 for an annual contract amount of
$45,000.
5 California Department of Justice — Fingerprinting Agreement - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
5.1 Approve a five-year Agreement with the California Department of Justice in the
amount of $75,000 annually for a total term of $375,000 for fingerprinting
services.
6 Trustee/Fiscal Agent Services for Fiscal Year 2012-13 - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
6.1 Approve the expenditure of $32,160 for Fiscal Year 2012-13 trustee/fiscal agent
services, provided by U.S. Bank, for the City's Community Facilities Districts
(CFD), Assessment District (AD), and Tax Allocation Bonds (TABs).
3
7 Fourth Amendment to the Agreement with Proactive Fire Design, Inc. - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
7.1 Approve the Fourth Amendment with Proactive Fire Design, Inc. in the amount of
$60,000 for Fiscal Year 2012-13 Fire Department plan review service.
8 Fiscal Year 2012-13 Solid Waste and Recycling Fees - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
8.1 Adopt a resolution entitled:
RESOLUTION NO. 12-51
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING SOLID WASTE AND RECYCLING FEES FOR FISCALYEAR
2012-13
9 Purchase & Sale Agreement with the Gurrola Family Trust for Murrieta Creek Bridge
and Overland Drive Extension to Diaz Road, PVV00-26 - Approved Staff
Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
9.1 Adopt a resolution entitled:
RESOLUTION NO. 12-52
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND
SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE
CITY OF TEMECULA AND RICHARD B. GURROLA AND VALERIE
GURROLA, TRUSTEES OF THE GURROLA FAMILY TRUST UNDER
DECLARATION DATED DEC. 27, 2001, ROBERT A. GURROLA, GARY S.
GURROLA, AND RICHARD B. GURROLA IN CONNECTION WITH THE
MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION TO DIAZ
ROAD — PW00-26
9.2 Authorize the City Manager to approve and execute any necessary documents
and to take all necessary actions to complete this acquisition, including without
limitation, the approval and execution of all documents referenced in the
Purchase and Sale Agreement and all escrow instructions;
4
9.3 Authorize the Finance Director to issue a warrant for the sum of $1,242,000 plus
escrow fees for deposit with the Escrow Holder, First American Title Insurance
Company, to complete the transaction. Escrow fees are estimated not to exceed
$15,000.
10 Plans and Specifications, and Authorization to Solicit Construction Bids for
Environmental Mitigation for the French Valley Parkway Interchange Project - Approved
Staff Recommendation (4-0-1, Council Member Edwards absent) Council Member
Comerchero made the motion; it was seconded by Council Member Naggar; and
electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
10.1 Approve the plans and specifications, and authorize the Department of Public
Works to solicit construction bids for the Environmental Mitigation for the French
Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements.
11 Notice of Completion for the Citywide Storm Drain Improvements — Calle Fiesta, PW10-07
- Approved Staff Recommendation (4-0-1, Council Member Edwards absent) Council
Member Comerchero made the motion; it was seconded by Council Member Naggar;
and electronic vote reflected approval, with Council Member Edwards absent.
RECOMMENDATION:
11.1 Accept the construction of the Citywide Storm Drain Improvements — Calle
Fiesta, PW10-07, as complete;
11.2 Direct the City Clerk to file and record the Notice of Completion, release the
Performance Bond, and accept a one-year Maintenance Bond in the amount of
10% of the contract amount;
11.3 Release the Labor and Materials Bond seven months after filing of the Notice of
Completion if no liens have been filed.
12 Construction Contract for the Pavement Rehabilitation Program — Ynez Road, PW10-14
- Approved Staff Recommendation (4-0-1, Council Member Edwards absent)
Council Member Comerchero made the motion; it was seconded by Council
Member Naggar; and electronic vote reflected approval, with Council Member
Edwards absent.
RECOMMENDATION:
12.1 Approve a Mutual Rescission and Compensation Agreement of the Construction
Contract with EBS General Engineering, Inc. for the Pavement Rehabilitation
Program — Ynez Road, PW10-14, and accept a payment of $95,067 from EBS
General Engineering, Inc.;
12.2 Award a construction contract for the Pavement Rehabilitation Program — Ynez
Road, PW10-14, to All American Asphalt in the amount of $2,177,177;
5
12.3 Authorize the City Manager to approve change orders up to 10% of the contract
amount, $217,717.70.
13 Specifications and Authorization to Solicit Bids for the Traffic Safety and Bridge Light
Retrofit, PW12-08 - Approved Staff Recommendation (4-0-1, Council Member
Edwards absent) Council Member Comerchero made the motion; it was seconded
by Council Member Naggar; and electronic vote reflected approval, with Council
Member Edwards absent.
RECOMMENDATION:
13.1 Approve the specifications and authorize the Department of Public Works to
solicit bids for the Traffic Safety and Bridge Light Retrofit, PW12-08.
14 Approval of Parcel Map 36358 (located at the southwest corner of Landings Road and
Village Road) - Approved Staff Recommendation (4-0-1, Council Member Edwards
absent) Council Member Comerchero made the motion; it was seconded by
Council Member Naggar; and electronic vote reflected approval, with Council
Member Edwards absent.
RECOMMENDATION:
14.1 Approve Parcel Map 36358 in conformance with the Conditions of Approval.
15 Approval of a Subdivision Improvement Agreement and its securities for Tract Map
23992 (located south of Rancho California Road and west of Ynez Road at Tierra Vista
Road) - Approved Staff Recommendation (4-0-1, Council Member Edwards absent)
Council Member Comerchero made the motion; it was seconded by Council
Member Naggar; and electronic vote reflected approval, with Council Member
Edwards absent.
RECOMMENDATION:
15.1 Approve the Subdivision Improvement Agreement and accept the Faithful
Performance Bond and the Labor and Material Bond as security for the
Agreement.
16 Agreement with TWM Roofing, Inc. for Preventive Roof Maintenance Services at
various City locations - Approved Staff Recommendation (4-0-1, Council Member
Edwards absent) Council Member Comerchero made the motion; it was seconded
by Council Member Naggar; and electronic vote reflected approval, with Council
Member Edwards absent.
RECOMMENDATIONS:
16.1 Approve an Agreement for minor maintenance services for preventive roof
maintenance services at various City locations with TWM Roofing, Inc., in the
amount of $62,740 for Fiscal Year 2012-13.
6
17 Second Reading of Ordinance No. 12-05 - Approved Staff Recommendation (4-0-1,
Council Member Edwards absent) Council Member Comerchero made the motion;
it was seconded by Council Member Naggar; and electronic vote reflected
approval, with Council Member Edwards absent.
RECOMMENDATION:
17.1 Adopt an ordinance entitled:
ORDINANCE NO. 12-05
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AMENDING CHAPTER 8.28 OF THE TEMECULA MUNICIPAL CODE
RELATING TO STORM WATER AND URBAN RUNOFF MANAGEMENT AND
DISCHARGE CONTROL, AND AUTHORIZING THE DIRECTOR OF PUBLIC
WORKS/CITY ENGINEER TO PREPARE A MANUAL SETTING FORTH THE
ADMINISTRATIVE RULES, PROCEDURES, AND REQUIREMENTS
NECESSARY TO IMPLEMENT THIS ORDINANCE
Mayor Washington recessed the City Council Meeting to the scheduled meeting of the
Temecula Community Services District meeting at 8:20 P.M.
Mayor Washington adjourned the Temecula Community Services District meeting and reconvened
the regular City Council Meeting at 8:35 P.M.
PUBLIC HEARING
25 Amendment to the Citywide User Fee Schedule - Approved Staff Recommendation
(4-0-1, Council Member Edwards absent) Council Member Comerchero made the
motion; it was seconded by Council Member Naggar; and electronic vote reflected
approval, with Council Member Edwards absent.
RECOMMENDATION:
25.1 Adopt a resolution entitled:
RESOLUTION NO. 12-53
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ADDING CURRENT HOURLY RATE CHARGES TO THE CONSOLIDATED
SCHEDULE OF FEES FOR LAND USE AND RELATED FUNCTIONS USER
FEE SCHEDULE FOR THOSE SERVICES PROVIDED THAT ARE NOT
SUBJECT TO A SPECIFIC FEE
CITY COUNCIL BUSINESS
26 Planning Commission Appointments — Reappointed Commissioners Guerriero and
Kight for a full three-year term. (4-0-1, Council Member Edwards absent) Council
Member Roberts made the motion; it was seconded by Council Member
Comerchero; electronic vote showed approval, with Council Member Edwards
absent.
7
RECOMMENDATION:
26.1 Appoint two applicants to serve full three-year terms on the Planning
Commission through June 15, 2015.
DEPARTMENTAL REPORTS
27 Public Works Department Monthly Report
28 Planning Department Monthly Report
29 Economic Development Department Monthly Report
30 Police Department Monthly Report
CITY MANAGER REPORT
CITY ATTORNEY REPORT
With respect to the Closed Session items, City Attorney Thorson advised that there was no
action to report.
ADJOURNMENT
At 8:49 P.M., the City Council meeting was formally adjourned to Tuesday, July 10, 2012, at
5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council
Chambers, 41000 Main Street, Temecula, California.
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
8
Chuck Washington, Mayor
Item No. 3
Approvals
City Attorney
Chief Financial Officer
City Manager
M -r -
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Genie Wilson, Chief Financial Officer
DATE: July 10, 2012
SUBJECT: List of Demands
PREPARED BY: Pascale Brown, Accounting Manager
Jada Shafe, Accounting Specialist
RECOMMENDATION: Adopt a resolution entitled:
RESOLUTION NO. 12-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS
AS SET FORTH IN EXHIBIT A
BACKGROUND: All claims and demands are reported and summarized for review
and approval by the City Council on a routine basis at each City Council meeting. The attached
claims represent the paid claims and demands since the last City Council meeting.
FISCAL IMPACT: All claims and demands were paid from appropriated funds or
authorized resources of the City and have been recorded in accordance with the City's policies
and procedures.
ATTACHMENTS: 1. Resolution
2. List of Demands
RESOLUTION NO. 12-
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 $7,284,338.89.
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 10th day of July 2012.
Chuck Washington, 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. 12- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 10th day of July 2012, 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
06/14/2012 TOTAL CHECK RUN $ 5,590,003.65
06/21/2012 TOTAL CHECK RUN 926,170.64
06/14/2012 TOTAL PAYROLL RUN: 333,491.62
06/21/2012 TOTAL PAYROLL RUN: 434,672.98
TOTAL LIST OF DEMANDS FOR 07/10/2012 COUNCIL MEETING: $ 7,284,338.89
DISBURSEMENTS BY FUND:
CHECKS:
CITY OF TEMECULA
LIST OF DEMANDS
001 GENERAL FUND $ 797,377.64
130 RECOVERY ACT JAG FUNDING 200.89
165 SARDA AFFORDABLE HOUSING 18,303.23
170 MEASURE A FUND 2,785.17
190 TEMECULA COMMUNITY SERVICES DISTRICT 324,759.97
192 TCSD SERVICE LEVEL B 76,763.42
194 TCSD SERVICE LEVEL D 1,002.88
195 TCSD SERVICE LEVEL R 316.98
196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 9,607.26
197 TEMECULA LIBRARY FUND 11,447.69
210 CAPITAL IMPROVEMENT PROJECTS FUND 584,316.23
300 INSURANCE FUND 3,382.46
320 INFORMATION TECHNOLOGY 43,037.86
330 SUPPORT SERVICES 7,260.52
340 FACILITIES 16,356.63
380 SARDA DEBT SERVICE FUND 475,429.74
472 CFD 01-2 HARVESTON A&B DEBT SERVICE 564,078.05
473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 596,334.04
474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 48,209.53
475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 1,068,900.59
476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 313,554.87
477 CFD- RORIPAUGH 1,524,300.66
501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 971.47
502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 326.77
503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 969.90
504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 232.19
505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 2,326.60
506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 520.76
507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 533.88
508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 239.81
509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 68.49
510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 110.66
511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 83.91
512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 160.00
513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,668.24
514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 625.05
515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 17.23
516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 39.91
517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 46.32
518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 3,444.10
519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 620.13
520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 214.70
521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 7,044.30
522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 96.81
523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 153.87
524 SERVICE LEVEL"C"ZONE 24 HARVESTON 2,217.33
525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 619.42
526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 2.89
527 SERVICE LEVEL"C"ZONE 27 AVONDALE 9.53
528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 5,053.46
529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 30.25
$ 6,516,174.29
CITY OF TEMECULA
LIST OF DEMANDS
001 GENERAL FUND $ 468,556.15
165 SARDA AFFORDABLE HOUSING 19,692.18
190 TEMECULA COMMUNITY SERVICES DISTRICT 198,914.27
192 TCSD SERVICE LEVEL B 903.65
194 TCSD SERVICE LEVEL D 1,637.62
196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 1,757.17
197 TEMECULA LIBRARY FUND 1,717.86
300 INSURANCE FUND 3,761.22
320 INFORMATION TECHNOLOGY 34,775.62
330 SUPPORT SERVICES 7,430.87
340 FACILITIES 24,838.90
501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 153.61
502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 103.15
503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 122.35
504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 22.15
505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 247.83
506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 44.95
507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 63.72
508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 420.96
509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 3.13
510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 19.01
511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 11.50
512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 280.99
513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 59.68
514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 34.28
515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 30.32
516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 70.02
517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 5.54
518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 260.37
519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 139.09
520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 377.28
521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 639.23
522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 15.84
523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 16.71
524 SERVICE LEVEL"C"ZONE 24 HARVESTON 359.40
525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 116.17
526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 5.26
527 SERVICE LEVEL"C"ZONE 27 AVONDALE 16.71
528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 529.61
529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 10.23
768,164.60
TOTAL BY FUND: $ 7,284,338.89
apChkLst Final Check List Page: 1
06/14/2012 3:01:16PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
Description
Amount Paid Check Total
1940 06/14/2012 005460 U S BANK Secured Settlement #2 CFD/AD pmt 3,957,560.12 3,957,560.12
1941 06/12/2012 005460 U S BANK Secured Prior Year Tax #1 payment 157,817.62 157,817.62
1942 06/14/2012 000444 INSTATAX (EDD) State Income Taxes Payment 28,321.20 28,321.20
1943 06/14/2012 000283 INSTATAX (IRS) Federal Income Taxes Payment 89,121.23 89,121.23
1944 06/14/2012 005460 U S BANK RDA '07 tax bonds debt srvcs pmt 403,682.82 403,682.82
1945 06/14/2012 005460 U S BANK RDA '06 B tax bonds debt srvc pmt 71,746.92 71,746.92
99939 06/08/2012 014919 ARBINI, MAGDALINE refund:TVFEE Health 9600.207 155.00 155.00
99940 06/08/2012 014920 BAILEY, BRIDGOT refund:Lost library materials 32.99 32.99
99941 06/08/2012 014921 BEDOLLA, MARCIA refund:The bodies left behind book 133.75 133.75
99942 06/08/2012 014922 BOVEE, KEIKO refund:sec dep:rm rental:Harveston 200.00 200.00
99943 06/08/2012 014923 BROCK, NOAH refund:picnic rental:Meadows Park 48.00 48.00
99944 06/08/2012 014924 CLARK, CAROLE refund:TVFEE Geometry 9600.205 311.00 311.00
99945 06/08/2012 014925 DAVILA, GEMAINE refund:Tiny tots basketball 2300.106 20.00 20.00
99946 06/08/2012 014926 ELLIS, WENDY refund:bal on acct:CPR/AED 8250.201 40.00 40.00
99947 06/08/2012 014927 GILL, GREGORY refund:credit:rm rental:Library 105.00 105.00
99948 06/08/2012 014928 LI, WEI refund:Please try to rernember...bk 8.99 8.99
99949 06/08/2012 014929 LOWE, ROBIN refund:TVFEE Pre AP Chemistry 165.00 165.00
9600.208
99950 06/08/2012 014930 MCGAUGH, SARAH refund:Soccer skills 2202.201 84.00 84.00
Page:1
apChkLst Final Check List Page: 2
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CAUFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
99951 06/08/2012 014931 SALGADO, SANDY refund:TVFEE Geography 9600.204 155.00 155.00
99952 06/08/2012 014932 TRANG, MAVICTORIA refund:Bear cub univ 4005.201 442.00 442.00
99953 06/08/2012 014933 WALSH, JEANNE refund:TVFee Health 9600.207 310.00 310.00
99954 06/08/2012 014934 WIGGINS, JOSHUA refund:TVFEE Health 9600.207 155.00 155.00
99955 06/08/2012 014935 YZERNANS, BRAD refund:picnic rental:Meadows Park 48.00 48.00
99956 06/08/2012 014936 ZIMMERMANN, DAWNA refund:TVFEE Spanish 19600.211 311.00 311.00
152440 06/14/2012 014939 1ST FORSS REALTY refund:sec dep:rm rental:Conf Ctr 150.00 150.00
152441 06/14/2012 004973 ABACHERLI, LINDI TCSD instructor eamings 630.00 630.00
152442 06/14/2012 014937 ACOSTA, MANUEL refund:sec dep:kitchen rental:TCC 400.00 400.00
152443 06/14/2012 008552 ADKINS DESIGN CONSULTING MAY GRAPHIC DESIGN 6,112.51 6,112.51
SVCS:THEATER
152444 06/14/2012 014531 ALLEN EMBROIDERY SERVICE uniforms: B&S 52.80 52.80
152445 06/14/2012 011961 AT&T MOBILITY May Trip wire:Graffitti:Police 130.40 130.40
152446 06/14/2012 014946 BECERRA, STEPHANIE refund:picnic rental:Meadows Park 43.00 43.00
152447 06/14/2012 011028 BENTLEY, DOUG OR AMY refund:Basketball skills interm 2500.201 30.00 30.00
152448 06/14/2012 004040 BIG FOOT GRAPHICS TCSD instructor earnings 420.00 420.00
152449 06/14/2012 014825 BREWER, ELSA performance:Mayor's event 6/9 500.00 500.00
152450 06/14/2012 012214 BROSCHE, STEPHEN relmb:SC gang cf SD 5/29-31 193.68 193.68
152451 06/14/2012 014947 BUTTERICK, JANET refund:overpmt:prkg cite #82554 45.00 45.00
Page2
apChkLst Final Check List Page: 3
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
152452 06/14/2012 004073 CALIF DEPT OF HIGHWAY COZEEP June '12:F Vlly Pkwy 11 6,580.56 6,580.56
PATROL
152453 06/14/2012 014941 CARDENAS, JOSE refund:sec dep:kitchen rental:TCC 400.00 400.00
152454 06/14/2012 014726 CHAPTER 13 STANDING Support Pmt Case # 6:10-bk51657-MJ 182.77 182.77
TRUSTEE
152455 06/14/2012 000137 CHEVRON AND TEXACO City vehicles fuel: Police 240.83 240.83
152456 06/14/2012 014943 CLARK, MEREDITH refund:sec dep:rm rental:Harveston 200.00 200.00
152457 06/14/2012 014917 CLARKE, ROBERT A refund: service level R 316.98 316.98
152458 06/14/2012 014824 CLINE, MICHELLE LORRAINE petting zoo:western days 5/19-20 920.00 920.00
BYLER
152459 06/14/2012 000442 COMPUTER ALERT SYSTEMS emerg alarm repair svcs:harveston 75.00
alarm repair: children's museum 75.00
fire alarm emerg repair: civic ctr 75.00
emerg alarm repair svcs: crc 75.00
emerg alarm repair svc: TV Chapel 75.00
emerg alarm repair svcs: TV Chapel 155.81
emerg alarm repair svcs: city hall 161.09 691.90
152460 06/14/2012 013286 CONNEXON TELECOM INC May Enterprise 911 Svc:IT 250.00 250.00
152461 06/14/2012 012353 CONSTRUCTION TESTING May soil insp/testing: crc rehab 1,020.00 1,020.00
152462 06/14/2012 001264 COSTCO WHOLESALE misc supplies: tcc classes/pgrms 355.93 355.93
152463 06/14/2012 010650 CRAFTSMEN PLUMBING & countertop install: Civic Center 13,990.15 13,990,15
HVAC INC
152464 06/14/2012 014364 CUNNINGHAM, GRISEI DA TCSD Instructor Eamings 315.00
CLEMENTINA
TCSD Instructor Earnings 273.00 588.00
152465 06/14/2012 001233 DANS FEED & SEED INC propane gas: patio heaters civic ctr 62.82 62.82
152466 06/14/2012 012600 DAVID EVANS & ASSOCIATES APR CNSLT SVCS: BUTTERFIELD RD
INC EXT
1,398.50 1,398.50
Page3
apChkLst Final Check List Page: 4
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor
Description
152467 06/14/2012 014940 DOGS FOR THE DEAF, INC refund:sec dep:picnic rental:RRSP
152468 06/14/2012 004192 DOWNS COMMERCIAL
FUELING INC
Amount Paid Check Total
150.00 150.00
Fuel for City vehicles: BSS 476.87
Fuel for City vehicles' Code EnF
Fuel for City vehicles: Police
Fuel for City vehicles: PW Maint
Fuel for City vehicles: PW Traffic
Fuel for City vehicles: PW Id/cip/npdes
Fuel for City vehicles: PW Id/npdes
Fuel for City vehicles: TCSD
152469 06/14/2012 002528 EAGLE GRAPHIC CREATIONS Plaques: Youth Court Police pgrm
INC
152470 06/14/2012 014419 ELLIOTT, MICHAEL G. May Idscp inspection: roripaugh
152471 06/14/2012 003665 EXCEL COMMERCIAL May long distance phone svcs
152472 06/14/2012 000478 FAST SIGNS vehicle vinyl lettering: code enf
152473 06/14/2012 014865 FEIZE UHLER. KIMBERLY PROMO ITEMS: ECO DEV
promo items: eco dev
marketing supplies: Econ Dev
PROMO ITEMS:ECO DEV
PERSONALIZED RIBBONS: ECO DE\
PROMO ITEMS:ECO DEV
497.79
115.61
1,605.19
577.91
479.72
173.16
2,561.83 6,488.08
430.89 430.89
1,050.00 1,050.00
55.04
163.26
564.61
611.30
1,767.77
539.70
287.35
624.94
55.04
163.26
4,395.67
Page:4
apChkLst
06/14/2012 3:01:15PM
Final Check List
CITY OF TEMECULA
Page: 5
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
152474 06/14/2012 003347 FIRST BANKCARD CENTER
004462 C D W GOVERNMENT INC
007282 AMAZON.COM, INC
007028 AMERICAN AIRLINES
014949 WESTERN CITY MAGAZINE
006937 SOUTHWEST AIRLINES
006937 SOUTHWEST AIRLINES
008326 AVIS RENT -A -CAR
(Continued)
Description
Amount Paid
Check Total
AA 10 keyboards: info tech
AA DVDS: LIBRARY COLLECTION
JC airfare: NLC steering mtg July '12
GY recruitment ad: HR
GY airfare:refund Scanlon, Terry
GY airfare:JAG grant tm Woods, A
GY car rental refund:JAG grant tm TS/CB
014950 CALIFORNIA CITY NEWS.ORG GY recruitment ad: FIR
003698 RIVERSIDE CO ECONOMIC
GY refund: 3rd district meeting
014583 PAI_UMBO'S RISTORANTE, LLC GW lunch:budget review mtg 4/25
014821 CPE STORE INC, THE
006952 PAYPAL
011368 MCGRAW-HILL COMPANIES,
THE
013338 APPLE STORE
006952 PAYPAL
006952 PAYPAL
014750 INFOGROUP
013338 APPLE STORE
152475 06/14/2012 014851 FOREMAN PRODUCTS, LLC
GW books/tests: acctg best practices
GW Verisign Payflow Pro Transaction
GW subscr: enr.com Graciano, Rudy
GW iPad: serial # dmphn906dgr
AA Verisign Payflow Pro Transaction
AA paypal transacation set up:tcsd
AA online subscr: Econ Dev
AA iPad: serial # dmphn94ydngr
install lockers & benches: crc
152476 06/14/2012 008016 G & M CUSTOM UPHOLSTERY upholstery repair: pd motors
152477 06/14/2012 014942 GARZA, PATRICIA
152478 06/14/2012 013076 GAUDET, YVONNE M.
152479 06/14/2012 012066 GEOCON WEST, INC
152480 06/14/2012 005405 011 LILAND, ROBIN
refund:sec dep:rm rental:Harveston
TCSD instructor earnings
4/16-5/13 geotech svc:roripaugh
employee computer loan program
1,062.48
2,089.86
473.70
250.00
-1,031.20
1,061.20
-260.00
150.00
-35.00
76.62
197.00
59.95
9.95
782.75
179.40
25.00
183.34
782.75
2,400.00
100.00
200.00
423.50
7,987.00
2,000.00
6,057.80
2,400.00
100.00
200.00
423.50
7,987.00
2,000.00
Page:5
apChkLst Final Check List Page: 6
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check* Date Vendor
(Continued)
Description
Amount Paid Check Total
152481 06/14/2012 014436 GOLDEN ARROW May const: crc energy retrofit 206,797.50 206,797.50
ENGINEERING, INC
152482 06/14/2012 014945 GONZALEZ, SALVADOR reimb:sc gang cf SD 5/29-31 203/2 203.72
152483 06/14/2012 013942 GRAY, JODIE reimb: repair parts dishwasher Stn 84 104.32 104.32
152484 06/14/2012 014402 GROEPPER, BROOKE TCSD instructor earnings 1,164.80
TCSD instructor earnings 1,164.80
TCSD instructor earnings 1,747.20
TCSD instructor earnings 1,747.20 5,824.00
152485 06/14/2012 004188 HARRIS & ASSOCIATES Apr const mgmt: french vly intrchg 51,238.41 51,238.41
152486 06/14/2012 010032 HILGARD HOUSE htl:sust cf LA 6/25-29 Weaver, Dana 702.20 702.20
152487 06/14/2012 014948 HOFFMAN, BRIAN refund:overpmt:prkg cite #82295 73.00 73.00
152488 06/14/2012 002701 HUB INT'L INSURANCE May special events premiums 1,358.22 1,358.22
SERVCS INC
152489 06/14/2012 005201 HUDSON, MICHAEL employee computer loan program 1,457.43 1,457.43
152490 06/14/2012 000194 I C M A RETIREMENT -PLAN ICMA Retirement Health Saving Payment 4,134.62 4,134.62
303355
152491 06/14/2012 003046 K F R 0 G 95.1 FM RADIO advertising: Westem Days 850.00 850.00
152492 06/14/2012 012462 KIMCO PALM PLAZA CFD 88-12 Reimbursement FY 09/10 16,238.12 16,238.12
152493 06/14/2012 012065 LANCE, SOLL & LUNGHARD city/rda audit svcs:FY 11/12 19,572.00 19,572.00
LLC
152494 06/14/2012 004412 LEANDER, KERRY D.
TCSD instructor earnings
TCSD instructor earnings
TCSD instructor earnings
TCSD instructor earnings
152495 06/14/2012 009260 LEONHARDI, RYAN A. cfd 88-12 reimb 09/10
152496 06/14/2012 014228 LSK, LLC Jun '12 rent: Harveston Center
189.00
1,050.00
315.00
728.00 2,282.00
252.54 252.54
4,714.00 4,714.00
Pages
apChkLst Final Check List Page: 7
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
(Continued)
Description
Amount Pald Check Total
152497 06/14/2012 004813 M & J PAUL ENTERPRISES INC Inflatable party jumps:Expo 700.00 700.00
152498 06/14/2012 014014 MAGICAL ADVENTURE National League of Cities event 6/8 2,345.00 2,345.00
BALLOON RIDE (Sponsored by Lennar)
152499 06/14/2012 003782 MAIN STREET SIGNS MISC SIGNS:PW MAINT 7,789.03 7,789.03
152500 06/14/2012 014536 MARKEN, KERI E. May cataloging srvcs: History Museum 2,520.00 2,520.00
152501 06/14/2012 014918 MARTINEZ, CHELSEA refund:ins prem pd:spec event 6/9 187.16 187.16
152502 06/14/2012 014756 MEDIMEDIA USA, INC. Training manuals:aquatics pgrm 232.73 232.73
152503 06/14/2012 012962 MILLER, MISTY TCSD Instructor Earnings 710.50
TCSD Instructor Earnings 73.50
TCSD Instructor Earnings 112.00 896.00
152504 06/14/2012 014582 MIRAMONTES, SHEILA Reimb:theatersupplies 141.97 141.97
152505 06/14/2012 012264 MIRANDA, JULIO C. TCSD Instructor Earnings 1,225.00
TCSD Instructor Earnings 833.00
TCSD Instructor Earnings 392.00 2,450.00
152506 06/14/2012 013985 MONOPRICE, INC. MISC HARDWARE SUPPLIES:INFO 300.32 300.32
TECH
152507 06/14/2012 002925 NAPA AUTO PARTS Auto parts & supplies: Citizen Corps 527.96 527.96
152508 06/14/2012 000727 NATIONAL FIRE PROTECTION renew mbrshp:S.Gallegos 1075752
ASSN
152509 06/14/2012 008820 NEIGHBORS NEWSPAPER Jun advertising: Street Painting
152510 06/14/2012 002139 NORTH COUNTY TIMES
May advertising:western days
May ads:NIB concrete repairs/Planning
May advertising:city clerk
May advertising:theater
165.00 165.00
250.00 250.00
712.52
268.56
236.25
1,075.76
2,293.09
Page:7
apChkLst Final Check List Page: 8
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
(Continued)
Description
Amount Paid Check Total
152511 06/14/2012 003964 OFFICE DEPOT BUSINESS SVS Misc office supplies:pd old town office 181.61
DIV
MISC OFFICE SUPPLIES:FINANCE
Credit:office supplies -Finance
Credit:office supplies -Finance
MISC OFFICE SUPPLIES:FINANCE
MISC OFFICE SUPPLIES:FINANCE
MISC OFFICE SUPPLIES:FINANCE
Misc office supplies:sister cities pgrm
MISC OFFICE SUPPLIES:CENTRAL
152512 06/14/2012 014894 OLD TOWN SWEET SI IOP Promo item:natl league of cities conf
152513 06/14/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs: Parks
City Vehicle Maint Svcs: Parks
City Vehicle Maint Svcs: Parks
152514 06/14/2012 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE MAINT SVCS: PW .
MAINT
CITY VEHICLE MAINT SVCS: PW MA
CITY VEHICLE MAINT SVCS: PW MA
City Vehicle Maint Svcs: PW L.D.
City Vehicle Maint Svcs: PW CIP
City Vehicle Maint Svcs: PW CIP
704.79
-20.39
-6.24
14.13
122.16
148.12
104.40
83.25
1,331.83
313.13 313.13
208.07
220.67
931.46
308.67
75.00
208.34
90.20
36.27
38.00
1,360.20
756.48
152515 06/14/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs: Fire Prev 19.34
City Vehicle Maint Svcs: Fire Prev 5.33 24.67
152516 06/14/2012 014051 PACE, ALTON N. & WANDA J. refund:eng grad dep:LD04-093GR 995.00 995.00
152517 06/14/2012 014938 PATTERSON, SHARON refund:sec dep:rm rental:Conf Ctr 150.00 150.00
152518 06/14/2012 002331 PEP BOYS INC Vehicle repair & maint:pw maint 614.98 614.98
152519 06/14/2012 013381 PERE/, AARON TROY TCSD Instructor Earnings 189.00
TCSD Instructor Earnings 472.50 661.50
152520 06/14/2012 000249 PETTY CASH Petty Cash Reimbursement 254.69 254.69
152521 06/14/2012 002579 POTAMUS PRESS Misc supplies:natl league of cities conf 64.33 64.33
152522 06/14/2012 011549 POWER SPORTS UNLIMITED Veh repair & maint:police 1,730.73 1,730.73
152523 06/14/2012 012904 PRO ACTIVE FIRE DESIGN May fire plancheck srvcs: Prev 6,329.66 6,329.66
Page:8
apChkLst Final Check List Page: 9
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor
152524 06/14/2012 005075 PRUDENTIAL OVERALL
SUPPLY
152525 06/14/2012 000262 RANCHO CALIF WATER
DISTRICT
Description
Amount Paid Check Total
May uniform supply srvcs:csd maint 594.68
May uniform/fir mat/twl rentals:city 881.48
May var water meters:TCSD & PW 1,676.89
May Floating meter- comm:PW
May Reclaimed-Lscp:Wolf Crk Dr N
May var water meters:TCSD
May var water meters:TCSD svc lev C
May water meter-comm:28640 Pujol Si
May var water meters: Fire Stns
165.66
354.22
3,148.73
35,862.30
7.93
603.66
1,476.16
41,819.39
152526 06/14/2012 000271 RBF CONSULTING Feb EIR: temecula creek inn 23,400.66
Mar EIR: temecula creek inn 15,970.93
Apr EIR: temecula creek inn 3,469.71
APR ENG SRVCS: 115/79S ULT. INTR 4,100.68 46,941.98
152527 06/14/2012 013632 RELIANCE CHURCH refund:sec dep:kitchen rental:Conf Ctr 150.00 150.00
152528 06/14/2012 003591 RENES COMMERCIAL Weed abatement:city right of way 9,500.00 9,500.00
MANAGEMENT
152529 06/14/2012 002110 RENTAL SERVICE EQUIP RENTAL & MAINT:PW MAINT 27.83 27.83
CORPORATION
152530 06/14/2012 014944 RIDGE VIEW BUSINESS refund:eng grad dep:LD05-006GR 995.00 995.00
152531 06/14/2012 014693 RILEY, MARY ELIZABETH TCSD Instructor Earnings 189.00 189.00
152532 06/14/2012 000411 RIVERSIDE CO FLOOD Apr encroachment permit:Ped Bridge 2,452.56 2,452.56
CONTROL
152533 06/14/2012 000406 RIVERSIDE CO SHERIFFS FY 11/12 RMS Services:Police 158,208.00 158,208.00
DEPT
152534 06/14/2012 001365 RIVERSIDE COUNTY OF health permit:4th of July vendor fair 505.00 505.00
152535 06/14/2012 008818 ROTARY CLUB OF TEMECULA Event proceeds:Rotary Club military prjt 1,606.00 1,606.00
152536 06/14/2012 013582 SAN DIEGUITO PUBLISHERS PRINTING SRVCS: CSD RECREATION 1,230.77
INC GUIDE
PRINTING SRVCS: CSD RECREATIO 16,697.55 17,928.32
Page:9
apChkLst Final Check List Page: 10
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check* Date Vendor
152537 06/14/2012 000537 SO CALIF EDISON
(Continued)
Description
June 2-33-777-1950:40135 Village Rd
May 2-31-031-2616:27991 Diaz Rd PE
May 2-02-351-5281: CRC
May 2-10-331-2153:28816 Pujol St
May 2-20-798-3248:42081 Main St
May 2-30-066-2889:30051 Rancho vlst
May 2-26-887-0789:40233 Village rd PI
May 2-33-237-4818:30499 Rancho Cal
May 2-30-608-9384:28582 Harveston
June 2-01-202-7330:var LS -1 Allntie
May 2-01-202-7603:Arterial STLT
May 2-31-419-2659:26706 Ynez TC1
May 2-05-791-8807:31587 Tem pkwy L
May 2-28-171-2620:40820 Winchester
152538 06/14/2012 012652 SOUTHERN CALIFORNIA June gen usage:0141,0839,2593,9306
152539 06/14/2012 003840 STRONGS PAINTING exterior painting srvcs: crc rehab
152540 06/14/2012 007696 SWANK MOTIONS PICTURES, Rental: Movies in the Park prgrm 6/8
INC.
Amount Paid Check Total
457.90
22.54
3,630.74
783.00
998.99
24.55
1,687.89
89.69
510.85
76,279.15
26,925.14
59.94
9,320.14
854.54 121,645.06
478.84 478.84
18,000.00 18,000.00
446.00 446.00
152541 06/14/2012 011090 TEMECULA VALLEY Transportation srvcs:NLC Conf 6/7-10 3,823.20 3,82120
TRANSPORTATION
152542 06/14/2012 008379 THEATRE FOUNDATION, THE Gala Dinners & Auctions 5/27-28/12 1,023.70 1,023.70
152543 06/14/2012 010276 TIME WARNER CABLE June high speed internet:32364 Overland 44.95 44.95
152544 06/14/2012 007766 UNDERGROUND SERVICE May undrgmd svcs alert tickets:PW 201.00 201.00
ALERT
152545 06/14/2012 004789 VERIZON June SW DSL:PD:Jones, C.
June Internet svcs: Theater
152546 06/14/2012 004848 VERIZON SEI ECT SERVICES May long distance phone svcs
INC
152547 06/14/2012 009101 VISION ONE INC
152548 06/14/2012 006248 WALKER, JESSICA
39.95
134.99
10.19
174.94
May long distance phone svcs 5.54 15.73
FACEBOOK SOCIAL MEDIA 1,000.00 1,000.00
CONNECT:THTR
TCSD Instructor Earnings 385.00 385.00
152549 06/14/2012 001881 WATER SAFETY PRODUCTS Misc pool supplies:aquatics pgrm
INC
Mlsc pool supplies:aquatics pgrm
1,141.80
327.42 1,469.22
Page.10
apChklst Final Check List Page: 11
06/14/2012 3:01:15PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
(Continued)
Description
Amount Paid Check Total
152550 06/14/2012 001342 WAXIE SANITARY SUPPLY INC custodial supplies:TCSD park sites 36.89
CLEANING SUPPLIES:CITYWIDE 1,407.57
custodial supplies:TCSD park sites 230.59
custodial supplies:TCSD park sites 73.79
custodial supplies:TCSD park sites 18.45
custodial supplies:TCSD park sites 43,64 1,810.93
152551 06/14/2012 006612 WEATHERPROOFING TECH, roof inspection srvcs: ymca 560.00 560.00
INC
152552 06/14/2012 003730 WEST COAST ARBORISTS INC 5/1-15/12 TREE TRIMMING SRVCS:PW 1,372.00 1,372.00
MAINT
152553 06/14/2012 000339 WEST PUBLISHING CORP 4/5-5/4 judicial updates: City Clerk 176.72 176.72
152554 06/14/2012 014687 WESTBROOK FENCE, INC. Release retention:Duck Pond fence 5,009.10 5,009.10
152555 06/14/2012 000621 WESTERN RIVERSIDE Jan -Mar srvcs:Corridor pin/Jefferson 16,342.07 16,342.07
COUNCIL OF
152556 06/14/2012 000341 WILLDAN ASSOCIATES INC Apr feasibility study: GOHS ped access 720.00 720.00
152557 06/14/2012 001624 WILSON, GENIE Reimb:renew CPA license 120.00 120.00
152558 06/14/2012 006290 WOODCREST VEHICLE install radio switch:Police 90.00 90.00
CENTER
152559 06/14/2012 000348 ZIGLER, GAIL Reimb:heater parts/conf. center 86.96
Reimb:NLC Conf/Artists Gallery 801.15
Reimb:NLC Conference 6/8 & 6/9 460.52 1,348.63
(Reimbursed by NLC)
152560 06/14/2012 003776 ZOLL MEDICAL CORPORATION Medical supplles: Medics 1,978.07 1,978.07
Grand total for UNION BANK OF CALIFORNIA:
5,590,003.65
Page:11
apChkLst Final Chock List Page: 12
06/14/2012 3:01:15PM CITY OF TEMECULA
145 checks In thin report.
Grand Total All Checks.
5,590,003.85
Page.i2
apChkLst Final Check List Page: 1
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
Description
Amount Paid Check Total
1946 06/21/2012 010349 CALIF DEPT OF CHILD Support Payment 1,176.34 1,176.34
SUPPORT
1947 06/21/2012 000444 INSTATAX (EDD) State Disability Ins Payment 22,450.40 22,450.40
1948 06/21/2012 000283 INSTATAX (IRS) Federal Income Taxes Payment 80,191.14 80,191.14
1949 06/21/2012 000389 NATIONWIDE RETIREMENT OBRA - Project Retirement Payment 5,341.90 5,341.90
SOLUTION
1950 06/21/2012 001065 NATIONWIDE RETIREMENT Nationwide Retirement Payment 11,341.28 11,341.28
SOLUTION
1951 06/21/2012 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 131,471.63 131,471.63
RETIREMENT)
99957 06/14/2012 014919 ARBINI, MAGDALINE refund:TVFEE Geography 9600.203 155.00 155.00
99958 06/14/2012 014964 BODDEN, ANJIE refund:bal on acct:Doghouse prgrm 15,00 15.00
99959 06/14/2012 014965 BUDD, KATHRYN refund:TVFEE Pre AP Chemistry 165.00 165.00
99960 06/14/2012 014966 CRAIG, LINDA refund:sec dep:rm rental:Harveston 200.00 200.00
99961 06/14/2012 008577 GUZMAN, BALBINA refund:sec dep:rm rental:Harveston 200.00 200.00
99962 06/14/2012 014967 HARTMAN, SARAH refund:TVFEE Pre AP Chemistry 165.00 165.00
99963 06/14/2012 014968 HODGKINSON, ODETTE refund:bal on acct:contracted classes 75.00 75.00
99964 06/14/2012 014969 MCWILLIAMS, TRISTA refund:Kids cooking mini camp 160.00 160.00
99965 06/14/2012 014970 MIRANDA, BEATRIZ refund:Exploring the world of bks 40.00 40.00
99966 06/14/2012 014971 NICHOLS, KAELA refund:TVFEE Health 9600.207 155.00 155.00
99967 06/14/2012 014972 NUSSBAUM, JULIANNE refund:TVFEE Health 9600.206 155.00 155.00
Pagel
apChkLst Final Check List
06/21/2012 3:20:32PM CITY OF TEMECULA
Page: 2
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
99968 06/14/2012 014973 RODRIGUEZ, LINDA
99969 06/14/2012 014974 ROTHERMUND, ALECIA
99970 06/14/2012 014975 T.V.G.A.
99971 06/14/2012 014976 WINDLER, MIKE
99972 06/14/2012 014977 WILSON, DENISE
99973 06/14/2012 014978 YAM, HEI
152561 06/21/2012 014695 ALL AMERICAN
MOTORSPORTS, INC
152562 06/21/2012 006915 ALLIE'S PARTY EQUIPMENT
(Continued)
152563 06/21/2012 012943 ALPHA MECHANICAL SERVICE
INC
152564 06/21/2012 004240 AMERICAN FORENSIC NURSES
(AFN)
152565 06/21/2012 000936 AMERICAN RED CROSS
152566 06/21/2012 014235 AND ALL THAT JAZZ
152567 06/21/2012 004623 AQUA SOURCE INC
152568 06/21/2012 013671 ATHENS TECHNICAL
SPECIALISTS
152569 06/21/2012 005709 BAMM PROMOTIONAL
PRODUCTS
152570 06/21/2012 014782 BARRY, GEORGE
Description
refund:TVFEE Health 9600.207
refund:Bear club univ 4015.202
refund:sec dep:rm rental:Harveston
refund:bal an acct:contracted classes
refund:sec dep:rm rental:TCC
refund:Music for Toddlers 1125.201
bicycle repair/malnt: Police
bicycle repair/malnt: Police
bicycle repair/maint: Police
equip rental: Mayor's event 6/9
HVAC repair: harveston park
hvac repair: mpsc
HVAC repair: Harveston
DUI & drug screenings: Police
DUI & drug screenings: Police
misc lifeguard supplies:aquatics
misc lifeguard supplies: aquatics
mist supplies: aquatics
lifeguard re -cert cards:aquatics
TCSD Instructor Earnings
TCSD Instructor Earnings
TCSD Instructor Earnings
chlorine tablets: tes pool
equip repair/maint: pw traffic
adult softball awards:sports pgrm
staff & camper shirts: day camp
performance:summer concert 6/21
Amount Paid
Check Total
155.00
280.80
200.00
20.00
150.00
54.00
383.00
130.36
374.75
1,801.23
338.19
260.81
221.57
241.90
199.52
171.00
70.00
247.00
756.00
273.00
227.50
136.50
3,376.78
585.00
5,387.50
2,133.45
1,500.00
155.00
280.80
200.00
20.00
150.00
54.00
888.11
1,801.23
820.57
441.42
1,244.00
637.00
3,376.78
585.00
7,520.95
1.500.00
Page2
apChkLst
06/21/2012 3:20:32PM
Final Check List
CITY OF TEMECULA
Page: 3
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
152571 06/21/2012 013356 BATES INDUSTRIES INC
152572 06/21/2012 004040 BIG FOOT GRAPHICS
152573 06/21/2012 014284 BLAKELY'S TRUCK SERVICE
152574 06/21/2012 014329 BOOK WHOLESALERS, INC
152575 06/21/2012 014299 BOOKS ON TAPE
152576 06/21/2012 014433 BOWCON COMPANY, INC
152577 06/21/2012 006437 BRANDEL MASONRY
SUPPLIES
152578 06/21/2012 004126 BROOKS, JIM
(Continued)
Description
uniforms: police
TCSD instructor earnings
VEHICLE REPAIR/MAINT: PW MAINT
VEHICLE REPAIR/MAINT: PW MAINT
VEHICLE REPAIR/MAINT: PW MAI NT
VEHICI E REPAIR/MAINT: PW MAINT
VEHICLE REPAIR/MAINT: PW MAINT
credit: shipping charge inv 124106E
credit: shipping charge inv 121953E
(22) BOOKS: LIBRARY
(5) BOOKS: LIBRARY
(4) BOOKS: LIBRARY
(11) BOOKS: LIBRARY
(9) BOOKS: LIBRARY
(4) BOOKS: LIBRARY
(6) BOOKS: LIBRARY
(7) BOOKS: LIBRARY
(7) BOOKS: LIBRARY
(1) BOOK: LIBRARY
credit: shipping charge inv 121067E
credit: shipping charge inv 120918E
(8) BOOKS: LIBRARY
(14) BOOKS: LIBRARY
(7) BOOKS: LIBRARY
(56) BOOKS: LIBRARY
(3) BOOKS: LIBRARY
(72) BOOKS: LIBRARY
(2) BOOKS: LIBRARY
(4) BOOKS: LIBRARY
(2) BOOKS ON TAPE: LIBRARY
(2) BOOKS ON TAPE: LIBRARY
release retention: PW05-11
refund:overpmt prkg cite:83240
Entertainment: Western Days 5/19-20
152579 06/21/2012 000128 BROWN & BROWN INSURANCE ins 6304168X28A prop:harveston
Amount Pald
Check Total
947.65
1,137.50
88.00
417.67
128.00
694.33
563.55
-4.95
-4.95
328,44
69.01
69.59
135.88
92.22
63.41
63.24
74.18
87.20
17.47
-4.95
-4.95
120.06
221,72
126.08
952.38
60.92
807.96
23.90
64.38
60.61
56.57
63,237.96
30.00
650.00
947.65
1,137.50
1,691.55
3,358.24
117.18
63,237.96
30.00
650.00
470.00 470.00
Page:3
apChkLst Final Check List
06/21/2012 3:20:32PM CITY OF TEMECULA
Page: 4
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
152580 06/21/2012 014961 BRYANT, ODISE
152581 06/21/2012 006908 C C & COMPANY INC
152582 06/21/2012 004462 C D W GOVERNMENT INC
152583 06/21/2012 003138 CAL MAT
152584 06/21/2012 004248 CALIF DEPT OF
JUSTICE-ACCTING
152585 06/21/2012 004566 CALIF DEPT -TOXIC SUB
CONTROL
(Continued)
152586 06/21/2012 004566 CALIF DEPT -TOXIC SUB
CONTROL
152587 06/21/2012 007146 CALIFORNIA SENSOR CORP
152588 06/21/2012 004228 CAMERON WELDING SUPPLY
152589 06/21/2012 004971 CANON FINANCIAL SERVICES,
INC
152590 06/21/2012 009640 CERTIFION CORPORATION
152591 06/21/2012 014726 CHAPTER 13 STANDING
TRUSTEE
152592 06/21/2012 000137 CHEVRON AND TEXACO
152593 06/21/2012 005417 CINTAS FIRST AID & SAFETY
Description ,
refund:sec dep:rm rental:TCC
performance:Mayor's event 6/9
COMPUTER EQUIP: INFO TECH
credit: (2) fortinet fortlgate
misc supplies: info tech
misc supplies: info tech
misc supplies: info tech
misc supplies: info tech
PW PATCH TRUCK MATERIALS
PW PATCH TRUCK MATERIALS
PW PATCH TRUCK MATERIALS
PW PATCH TRUCK MATERIALS
PW PATCH TRUCK MATERIALS
PW PATCH TRUCK MATERIALS
DUI & drug screenings: Police
DUI & drug screenings: Police
mb: REA 1-06495 Licitra, Aldo
epa verification id: CAL000212813
retrofit kits: calsense local radios
helium tank refills: recreation events
Jun copier lease: civic center
May copier lease: Fire Dept
May database subscr: police
Amount Paid
Check Total
150.00
700.00
2,755.13
-2,201.88
248.99
634.85
620.26
104.27
1,174.44
151.18
453.04
41.10
74.35
120.44
2,275.00
70.00
100.00
22.50
10,667.25
58.15
3,004.54
182.55
150.00
150.00
700.00
2,161.62
2,014.55
2,345.00
100.00
22.50
10,667.25
58.15
3,187.09
150.00
SUPPORT PMT 182.77 182.77
City vehicles fuel: Police 2,419.60 2,419.60
first aid supplies: Fld Op Ctr/PW 330.40 330.40
Page;4
apChkLst Final Check List Page: 5
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor
Description
152594 06/21/2012 003997 COAST RECREATION INC playground equip parts: tcsd parks
152595 06/21/2012 004405 COMMUNITY HEALTH Community Health Charities Payment
CHARITIES
152596 06/21/2012 000442 COMPUTER ALERT SYSTEMS Alarm Repair: Stn 95
Amount Paid Check Total
1,530.48 1,530.48
51.00 51.00
75.00 75.00
152597 06/21/2012 002945 CONSOLIDATED ELECTRICAL misc electrical supplies: clvic ctr 162.97
DIST.
misc electrical supplies: old town 48.49
misc electrical supplies: clvic ctr 109.91
misc electrical supplies: Theater 243.78
misc electrical supplies: parking str 291.46 856.61
152598 06/21/2012 014521 COSTAR GROUP JUNE WEBSITE SUBSCR: ECO DEV 348.00 348.00
INFORMATION, INC
152599 06/21/2012 001264 COSTCO WHOLESALE misc supplies: human services
shelving: Library
152600 06/21/2012 013379 COUSSOU, CELINE TCSD Instructor Earnings
TCSD Instructor Earnings
152601 06/21/2012 013560 CROWN BUILDING MAINT CO MAY JANITORIAL SVCS: HARVESTON
INC
291.05
888.72 1,179.77
560.00
518.00 1,078.00
233.96
MAY JANITORIAL SVCS: FLD OP CTI 763,80
MAY JANITORIAL SVCS: HARVESTC 131.84
MAY JANITORIAL SVCS: CITY FACIL 4,077.02 5,206.62
152602 06/21/2012 003272 DAISY WHEEL RIBBON plotter ink/paper supplies: info tech 773.27 773.27
COMPANY INC
152603 06/21/2012 011027 DEL RIO ENTERPRISE INC. hardscape improvements:duck pond 29,695.98 29,695.98
152604 06/21/2012 010461 DEMCO INC misc holder/display stands: Library 1,338.64 1,338.64
152605 06/21/2012 007057 DERNBACH, ESTHER MARIE TCSD instructor earnings 731.50 731.50
152606 06/21/2012 003945 DIAMOND ENVIRONMENTAL Jun portable restrooms: veterans pk 52.78
SRVCS
152607 06/21/2012 004222 DIAMONDBACK FIRE &
RESCUE, INC
Jun portable restrooms: Ing cyn pk 52.78
portable restrooms: st painting 6/21 356.99
Jun portable restrooms: vail ranch 52.78
Jun portable restrooms: riverton pk 52.78
Jun portable restrooms: GOHS 52.78 620.89
Fire equip maint: Stn 84 440.00 440.00
Page:5
apChkLst Final Check List Page: 8
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor
Description
152608 06/21/2012 014301 DUNAMIX DANCE PROJECT sttlmnt: Praise Him w/Dancing 6/9-10
152609 06/21/2012 001669 DUNN EDWARDS graffiti removal supplies: pw maint
CORPORATION
Amount Paid Check Total
1,049.52 1,049.52
399.27 399.27
152610 06/21/2012 007319 EAGLE ROAD SERVICE & TIRE VEHICLE REPAIR/MAINT: PW MAINT 228.41
INC
VEHICLE REPAIR/MAINT: PW MAINT 243.44
VEHICLE REPAIR/MAINT: PW MAINT 1,984.33
VEHICLE REPAIR/MAINT: PW MAINT 456.82 2,913.00
152611 06/21/2012 005880 EDGE DEVELOPMENT INC.- C/0 release stop notice: AAA Roofing 75,527.06 75,527.06
152612 06/21/2012 004829 ELLISON WILSON ADVOCACY Jun legislative cnslt svcs: CM 3,500.00 3,500.00
LLC
152613 06/21/2012 009618 ENNIS PAINT INC Traffic Paint: PW Maint 5 656.88
traffic paint: tcsd parks 1,899.09 7,555.97
152614 06/21/2012 011203 ENVIRONMENTAL CLEANING May restroom svc: tcsd parks 5,265.00 5,265.00
152615 06/21/2012 010804 FEHR & PEERS ASSOCIATES FEB CNSLT SVC: JEFFERSON 14,904.97
CORRIDOR
MAR CNSLT SVC: JEFFERSON COR 38,148.47 53,053.44
152616 06/21/2012 003747 FINE ARTS NETWORK rent/foh: les sylphide ballet 175.00 175.00
Page
apChkLst
06/21/2012 3:20:32PM
Final Check List
CITY OF TEMECULA
Page: 7
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
(Continued)
152617 06/21/2012 003347 FIRST BANKCARD CENTER
013338 APPLE STORE
013338 APPLE STORE
008956 PANERA BREAD
014583 PALUMBO'S RISTORANTE, LLC
004822 RIVERSIDE TRANSIT AGENCY
003395 TEMECULA, CITY OF
013338 APPLE STORE
014979 PALOMAR VILLAGE CLEANERS
013338 APPLE STORE
012820 ROCK OLA
014980 UNIVERSITY OF CALIFORNIA
014564 NATIONAL BUSINESS
INCUBATION
014564 NATIONAL BUSINESS
INCUBATION
004200 VERIZON WIRELESS LLC
014564 NATIONAL BUSINESS
INCUBATION
000747 AMERICAN PLANNING
ASSOCIATION
013338 APPLE STORE
013338 APPLE STORE
013338 APPLE STORE
012915 LUCILLE'S BBQ
014981 SQUARETRADE.COM
014981 SQUARETRADE.COM
004910 GLOBAL EQUIPMENT
COMPANY INC
004811 HEWLETT PACKARD
010865 CONSTANT CONTACT INC
012915 LUCILLE'S BBQ
Description
MH iPad: serial # dmphlfjpdfhw
MH applecare for iPads:info tech
RJ lunch: cm mtg 5/16
RJ lunch:csusm/uhs/tvhs mtg 5/31
RJ rta tickets: NLC mtgs
RJ tickets:NLC Jazz alt Merc 6/7
(Sponsored by Lennar)
MH apps for autism: info tech
GB drapery cleaning:Harveston
GB iPad: serial # dmphn869dnqr
GB parts: juke box Ch Museum
PR regist:enviro hlth/sfty Weaver,Dana
PR mb: CK/LW/CD
PR refund: mb CK/LW/CD
PR verizon iPad: comm dev
PR nbia manual: econ dev
PR APA publication: Planning
PR iPad: serial # dmphn5cddngr
PR applecare for iPad: planning
PR sync cable iPad: planning
PR meal:pin comm/council 6/6
MH warranty: 2 yr ADH phone/pda
MH warranty: 2 yr ADH phone/pda
MH 36" mat: info tech
MH 10 power cords: Info Tech
MH domain name: temeculagov
MH Apr bank transaction fees
SJ meal: closed council mtg 5/22
Amount Paid
Check Total
1,281.97
267.30
88.28
96.71
345.60
720.00
300.00
150.00
782.75
85.39
245.00
525.00
-525.00
792.56
73.00
68.00
782.75
99.00
32.27
122.00
99.99
94.99
48.63
235.16
200.00
77.31
291.38 7,380.04
Page:7
apChkLst Final Check List Page: 8
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
152618 06/21/2012 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 50.00 50.00
152619 06/21/2012 003946 G T ENTERTAINMENT dj/mc svcs: FAM pool party 6/11 250.00
emcee svc:street painting 6/24 300.00 550.00
152620 06/21/2012 013552 GANDS PRODUCTIONS LLC sttlmnt: Country at the Merc 6/16 785.25 785.25
152621 06/21/2012 013076 GAUDET, YVONNE M. TCSD instructor earnings 864.50 864.50
152622 06/21/2012 000177 GLENNIES OFFICE PRODUCTS Office Supplies: Finance 248.04 248.04
INC
152623 06/21/2012 003299 HAYES, BARNEY entertalnment:Western Days 5/19 400,00 400.00
152624 06/21/2012 000194 ICMA RETIREMENT -PLAN ICMA Retirement Trust 457 Payment 6,494.51 6,494.51
303355
152625 06/21/2012 006750 KB HOME COASTAL, INC. refund:eng grad dep:LD03-065GR 995.00 995.00
152626 06/21/2012 003975 LAWRENCE, JEFF employee computer loan program 582.84 582.84
152627 06/21/2012 010427 LILLI, LYDIA A sttlmnt: Comedy at the Merc 6/9 804.30 804.30
152628 06/21/2012 013188 LINFIELD CHRISTIAN SCHOOL refund:sec dep:picnic rental:RRSP 150.00 150.00
152629 06/21/2012 004141 MAINTEX INC Misc cleaning supplies:citywide 2,542.79 2,542.79
152630 06/21/2012 014184 MALCOLM SMITH Veh repair & maint:police 678.04
MOTORCYCLES, INC
Veh repair & maint:pollce 1,433.31
Veh repair & maint:police 425.78
Veh repair & maint:police 544.72
Veh repair & malnt:police 516.89
Veh repair & maint:police 344.44 3,943.18
152631 06/21/2012 011179 MC MILLIN REDHAWK LLC TCSD Instructor Earnings 630.00 630.00
152632 06/21/2012 009835 MIRACLE PLAYGROUND playground equip:winchester crk park 1,481.91 1,481,91
SALES INC
152633 06/21/2012 014719 MK PRESTIGE BUILDERS, INC. May prgs pmt:crc roof replace 10,134.84 10,134.84
Page:8
apChkLst
06/21/2012 3:20:32PM
Final Check List
CITY OF TEMECULA
Page: 9
Bank : union UNION BANK OF CALIFORNIA
Check # Date
Vendor
152634 06/21/2012 010168 MYERS & SONS HI -WAY
SAFETY INC
(Continued)
152635 06/21/2012 003964 OFFICE DEPOT BUSINESS SVS
DIV
152636 06/21/2012 001171 ORIENTAL TRADING COMPANY
INC
152637 06/21/2012 002800 PACIFIC STRIPING INC
152638 06/21/2012 012833 PC MALL GOV, INC.
152639 06/21/2012 014048 PERREAULT, MIKE P.
152640 06/21/2012 010338 POOL & ELECTRICAL
PRODUCTS INC
152641 06/21/2012 000254 PRESS ENTERPRISE
COMPANY INC
152642 06/21/2012 003155 PRICE CHOPPER INC
Description
TRAFFIC CONTROL SUPPLIES:PW
MAINT
Misc office supplies:public works
MISC OFFICE SUPPLIES:CENTRAL
MISC OFFICE SUPPLIES:PD MALL 0
MISC OFFICE SUPPLIES:PD MALL 0
Misc office supplies:public works
Printing srvcs: csd
Misc supplies:crc
Misc supplies:recreation pgrm
Street striping: Roripaugh Rd
Amount Paid
Check Total
(6) Printers:info tech
Performance:summer concert series 6/28
pool supplies & chemicals: citywide
credit:pool supplies & chemicals/ctywic
pool supplies & chemicals: citywide
Advertising:Mayor's Block Party
Wristbands:aquatics pgrm
152643 06/21/2012 010491 PRIORITY MAILING SYSTEMS Postage meter ink cartridges:Cntrl Srvcs
INC.
152644 06/21/2012 004457 R J NOBLE COMPANY
152645 06/21/2012 000262 RANCHO CALIF WATER
DISTRICT
152646 06/21/2012 003591 RENES COMMERCIAL
MANAGEMENT
credit:billing adj/pvmnt rehab-wnchstr
Apr prgs pmt:pvmnt rehab-wnchstr rd
no ret. prjt complete:pvmnt
Jun var water meters:TCSD svc lev C
May Lndscp water meter:40135 Village
May D.C. meter:Landings Rd
May Lndscp water meter:41951 Morag;
May water meter:Calle Elenita
Mow 33 city owned acres
152647 06/21/2012 005807 RESOURCE STRATEGIES INC Digital aerial imagery:info tech GIS
1,978.29
360.46
34.58
29.37
133.38
31.38
363.04
59.00
808.50
16,711.00
1,803.74
1,500.00
236.41
-236.41
188.57
795.00
319.40
732.80
-6,522.20
83,865.07
4,413.97
19,868.29
348.79
18.59
1,331.24
75.33
2,800.00
8,404.50
1,978.29
952.21
867.50
16,711.00
1,803.74
1,500.00
188.57
795.00
319.40
732.80
81,756.84
21,642.24
2,800.00
8,404.50
Page
apChkLst Final Check List Page: 10
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
152648 06/21/2012 000353 RIVERSIDE CO AUDITOR May '12 prkg citation assessments 4,533.50 4,533.50
152649 06/21/2012 000815 ROWLEY, CATHY TCSD Instructor Earnings 966.00 966.00
152650 06/21/2012 000277 S & S ARTS & CRAFTS INC Misc supplies:recreation pgrm 779.01 779.01
152651 06/21/2012 009196 SACRAMENTO THEATRICAL MISC LIGHTING SUPPLIES: THEATER 1,046.56 1,046.56
LIGHTING
152652 06/21/2012 011511 SCUBA CENTER TEMECULA TCSD Instructor Earnings 28.00
TCSD Instructor Earnings 504.00 532.00
152653 06/21/2012 014962 SEEDSOWERS MONTESSORI refund:picnic rental:Harveston Comm 60.00 60.00
152654 06/21/2012 006554 SHAFFER, FRED Performance:street painting festival 500.00 500.00
152655 06/21/2012 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 100.00 100.00
CENTRAL
152656 06/21/2012 009213 SHERRY BERRY MUSIC Jazz @ the Merc 06/07/12 521.00
Jazz @, the Merc 06/14/12 325.50 846.50
152657 06/21/2012 009746 SIGNS BY TOMORROW PUBLIC NOTICE POSTING XX -0059: 296.20
PLANNING
PUBLIC NOTICE POSTING XX -0032: 54.65 350.85
152658 06/21/2012 000645 SMART & FINAL INC
Misc supplies:day camp pgrm 812.85
MISC SUPPLIES:HIGH HOPES PGR 263.61
MISC SUPPLIES:SUMMER MOVIES/( 703.06
misc supplies:NLC Conf 6/8 293.24 2,072.76
152659 06/21/2012 000537 SO CALIF EDISON May 2-27-560-0625:32380 Deerhollow 2,328.14
May 2-30-296-9522:31035 Rancho vist 235.71
May 2-00-397-5059:Comm Svc UTL 7,673.75
May 2-31-693-9784:26036 Ynez TC1 364.74
May 2-29-974-7568:26953 Ynez TC1 119.34 10,721.68
152660 06/21/2012 000519 SOUTH COUNTY PEST Pest control srvcs:crc 94.00
CONTROL INC
Pest control srvcs:citywide fac's
Pest control srvcs:flre station 73
Pest control srvcs:fire stn 73
PEST CONTROL SRVCS:PBSP
Pest control srvcs:la serena park
152661 06/21/2012 005786 SPRINT Apr 26 -May 25 cellular usage/equip
816.00
48.00
90.00
70.00
94.00 1,212.00
5,453.10 5,453.10
Page:10
apChkLst Final Check List Page: 11
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank : union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor
152662 06/21/2012 000293 STADIUM PIZZA INC
Description
Refreshments:csd expo 5/30
REFRESHMENTS:CSD EXPO 5/12
Refreshments:staff trng 6/12
Rfrshmnts:mayors beach ball blck part
Amount Paid Check Total
150.56
91.47
34.86
250.51
152663 06/21/2012 002015 STAR WAY PRODUCTIONS sound system:mayor's beach ball party 2,700.00
audio services:light parade 12/2 915.00
audio services:santa's arrival 11/25 240.00
152664 06/21/2012 000305 TARGET BANK BUS CARD Mlsc.rec supplies:sports pgrm 86.45
SRVCS
527.40
Misc supplies:crc 4.27
Misc suppiies:recreation pgrm 67.66
Misc suppiies:recreation pgrm 137.51
Misc supplies:aquatics pgrm 486.42
Misc suppiies:recreation pgrm 86.29
Misc supplles:recreation pgrm 445.47
Misc suppiies:chiidrens museum 183.80
MISC SUPPLIES:CHILDRENS MUSEI 21.47
MISC SUPPLIES:MPSC 78.53 1,597.87
152665 06/21/2012 012265 TEMECULA ACE HARDWARE MISC HARDWARE SUPPLIES:CSD 5.95
C/O MAINT
152666 06/21/2012 010679 TEMECULA AUTO Vehicle maint: Prevention 894.09 894.09
REPAIR/RADIATOR
152667 06/21/2012 000168 TEMECULA FLOWER CORRAL Sunshine Fund 203.45 203.45
152668 06/21/2012 000515 TEMECULA VALLEY CHAMBER Apr -Jun Sponsorship FY 11/12 34,065.00 34,065.00
OF
152669 06/21/2012 010046 TEMECULA VALLEY Apr'12 Bus. Impry DistrictAsmnts 90,755.08
CONVENTION &
promo items:NLC Conf 6/8 174.75 90,929.83
152670 06/21/2012 009194 TEMECULA VALLEY NEWS MAY ADVERTISING:THEATER 143.20 143.20
152671 06/21/2012 005970 TEMECULA VALLEY PLAYERS Ticket sales advance:Oliver Jun '12 4,189.82 4,189.82
152672 06/21/2012 004274 TEMECULA VALLEY SECURITY Locksmith srvcs: Aquatics 70.04 70.04
CENTR
152673 06/21/2012 014963 TEMECULA VALLEY UNIFIED refund:sec dep:picnic rental:RRSP 200.00 200.00
152674 06/21/2012 010276 TIME WARNER CABLE Jun high speed Internet:32211 Wolf vly 102.17 102.17
Page:11
apChkLst Final Check List Page: 12
06/21/2012 3:20:32PM CITY OF TEMECULA
Bank • union UNION BANK OF CALIFORNIA
Check # Date Vendor
(Continued)
152675 06/21/2012 000668 TIMMY D PRODUCTIONS INC
152676 06/21/2012 013084 TRI STATE PUMP INC
152677 06/21/2012 000325 UNITED WAY
152678 06/21/2012 014265 VAN GONKA, JEFF
152679 06/21/2012 004261 VERIZON
152680 06/21/2012 004789 VERIZON
152681 06/21/2012 009101 VISION ONE INC
152682 06/21/2012 014480 WARREN, DALE
152683 06/21/2012 014960 WENDT ENTERPRISES INC.
152684 06/21/2012 003730 WEST COAST ARBORISTS INC
Description
Equip rental:Mayor's Beach Ball Party
lake pump: harveston lake park
United Way Charities Payment
exhibits & display maint:child museum
Jun xxx-0073 general usage
Jun Internet svcs:Civic Center
Jun Internet svcs:Library
MAY SHOWARE TICKETING
SRVCS:THEATER
Amount Paid Check Total
REFUND:OVERPMT OF EVENT:PICNIC
SHELTER
refund:permit not needed:F12-0374
5/1-15 tree maint srvcs: parks & medians
emerg tree trim & removal:vintage hills
EMERG TREE TRIM & REMOVAL:LA
725.00 725.00
3,549.97 3,549.97
5 C 51.00
8,400.00 8,400.00
91.95 91.95
269.99
0.08 270.07
1,452.00 1,452.00
10.00 10.00
846.00 846.00
478.00
1,176.00
1,848.00 3,502.00
926,170.64
Grand total for UNION BANK OF CALIFORNIA:
Page:12
ajChkLst Final Check List Page: 13
O6/2112012 3:20:32PM CITY OF TEMECULA
147 checks in this report. Grand Total All Checks:
:�%'i i7?
Item No. 4
Approvals
City Attorney
Chief Financial Officer
City Manager
Mr -
go
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Genie Wilson, Chief Financial Officer
DATE: July 10, 2012
SUBJECT: City Treasurer's Report as of May 31, 2012
PREPARED BY: Rudy Graciano, Revenue Manager
RECOMMENDATION: Approve and file the City Treasurer's Report as of May 31, 2012.
BACKGROUND: Government Code Sections 53646 and 41004 require reports to
the City Council regarding the City's investment portfolio, receipts, and disbursements
respectively. Adequate funds will be available to meet budgeted and actual expenditures of the
City for the next six months. Current market values are derived from the Local Agency
Investment Fund (LAIF) reports, Union Bank of California trust and custody statements, and
from US Bank trust statements. Attached is the City Treasurer's Report that provides this
information.
The City's investment portfolio is in compliance with the statement of investment policy and
Government Code Sections 53601 and 53635 as of May 31, 2012.
FISCAL IMPACT: None.
ATTACHMENTS: City Treasurer's Report as of May 31, 2012
Investments
City of Temecula, California
Portfolio Management
Portfolio Summary
May 31, 2012
City of Temecula
41000 Main Street
P.O. Box 9033
Temecula, CA, 92590
(951)694-6430
Par Market Book %of Days to YTM YTM
Value Value Value Portfolio Term Maturity 360 Equiv. 365 Equiv.
Managed Pool Accounts 57,754,456.55 57,754,456.55 57,754,456.55 41.26 1 1 0.233 0.236
Retention Escrow Account 6,976,298.44 6,976,298.44 6,976,208.44 4.34 1 1 9.909 0.000
Letter of Credit 1.00 1.09 1.00 0.00 1 1 9.999 9.999
Local Agency Investment Funds 41,158,853.79 41,202,449.53 41,158,853.79 29.49 1 1 9.358 9.363
Federal Agency Callable Securities 15,999,999.99 15,150,530.00 15,999,999.99 10.72 1,516 983 1.784 1.808
Federal Agency Bullet Securities 20,999,999.99 20,168,749.99 19,988,759.99 14.28 1,234 774 1.198 1.215
Investments
139,989,519.69 140,352,385.52 139,978,269.69 100.00% 339 217 0.564 0.571
Cash
Passbook/Checking
(not included in yield calculations)
Total Cash and Investments
6,930,554.55
146,920,074.24
6,930,554.55 h,931E,554.55 1 1 9.999 9.999
147,282,940.07 146,908,824.24 339 217 0.564 0.571
Total Earnings
May31 Month Ending Fiscal Year To Date
Current Year 63,050.95 871,982.92
Average Daily Balance 132,075,802.27 140,111,248.10
Effective Rate of Return 0.56% 0.68%
Reporting period 05/01/2012-05/31/2012
Run Date: 08/20/2012 -10:44
Portfolio TEME
CP
PM (PRF_PM1) SymRept8.42
Report Ver. 5.00
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
May 31, 2012
Page 2
Average Purchase Stated YTM YTM Days to Maturity
Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Managed Pool Accounts
1 2221 6003-2 CITY COP RE2 ASSURED GUARANTY 0.00 0.00 0.00 1.000 0.986 1.000 1
104348008-1 01-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
104348006-4 01-2 RESA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
104348016-3 01-2 RESB2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
104348000-4 01-2 SPTAX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94669911-2 03-1 ACQA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94669921-3 03-1 ACQB3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94669902-3 03-1 BON D3 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
94669906-3 03-1 RES A3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94669916-2 03-1 RES B2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94669900-4 03-1 SPTAX1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593011-2 03-2 ACQ 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593009-2 03-2 EMW D 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593007-2 03-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593016-4 03-2 LOC 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593010-2 03-2 PWADM2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593006-2 03-2 RES 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
793593000-3 03-2 SPTX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
744727011-2 03-3 ACQ2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
744727002-2 03-3 BOND 2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
744727007-2 03-3 CITY2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
744727009 03-3 EMW D 1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
744727006-3 03-3 RES3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
744727000-4 03-3 SP TX 4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94686001-2 03-4 ADMIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94686005-1 03-4 PREP1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94686000-1 03-4 RED1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94686006-2 03-4 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
786776002-2 03-6 BON D2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
786776007-2 03-6 IMP2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
786776006-2 03-6 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
786776000-3 03-6 SP TX3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
95453510-2 88-12 BON D2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
95453518-4 88-12 GI4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
1 2221 6003-4 CITY COP RE4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
122216008-3 CITY COPCIP2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
1 2221 600 0-2 CITY COPLPF2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94434160-1 RDA 02 INTI First American Treasury 0.00 0.00 0.00 0.000 0.000 1
94 43 41 61-2 RDA 02 PRIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
Run Date: 06120!2012 - 10:44
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
Report Ver. 5.00
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
May 31, 2012
Page 3
Average Purchase Stated YTM YTM Days to Maturity
Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Managed Pool Accounts
107886008-2 RDA 06 CIPA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
107886001 RDA 06 PRIN First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
107886000-2 RDA O6A INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
107886018-3 RDA 06B CIP3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
107886010-2 RDA O6B INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
107886016-2 RDA 06B RES2 First American Treasury 202,121.21 202,121.21 202,121.21 0.020 0.020 0.020 1
107886030-2 RDA 07 CAPI2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
107886027-2 RDA 07 ESC2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
107886020-2 RDA 07 INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1
107886028-2 RDA 07 PROJ2 First American Treasury 209,286.04 209,286.04 209,286.04 0.020 0.020 0.020 1
107886026-2 RDA 07RES2 First American Treasury 1,111,066.56 1,111,066.56 1,111,066.56 0.020 0.020 0.020 1
136343006 RDA 10 DS 1 First American Treasury 1,269,739.20 1,269,739.20 1269,739.20 0.020 0.020 0.020 1
136343008 RDA 1 OA CIP2 First American Treasury 07/01/2011 19,945.89 19,945.89 19,945.89 0.020 0.020 0.020 1
136343001-2 RDA 10A -INTI First American Treasury 07/28/2011 0.00 0.00 0.00 0.000 0.000 1
136343018-2 RDA 10B CIP2 First American Treasury 07/01/2011 1,184,398.40 1,184,398.40 1,184,398.40 0.020 0.020 0.020 1
136343000-1 RDA 106 -INTI First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
94432360-2 TCSD COP INT First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
104348006-5 01-2 RESA11 Federated Tax Free Obligations 440,442.48 440,442.48 440,442.48 0.090 0.089 0.090 1
104348016-5 01-2 RESB11 Federated Tax Free Obligations 202,754.06 202,754.06 202,754.06 0.090 0.089 0.090 1
104348000-5 01-2 SPTAX11 Federated Tax Free Obligations 256,864.62 256,864.62 256,864.62 0.090 0.089 0.090 1
94669921-5 03-01 ACQ11 Federated Tax Free Obligations 15,126.31 15,126.31 15,126.31 0.090 0.089 0.090 1
94669911-5 03-01 ACQA11 Federated Tax Free Obligations 388.89 388.89 388.89 0.090 0.089 0.090 1
94669906-5 03-01 RESA11 Federated Tax Free Obligations 864,118.18 864,118.18 864,118.18 0.090 0.089 0.090 1
94669916-5 03-01 RESB11 Federated Tax Free Obligations 222,867.50 222,867.50 222,867.50 0.090 0.089 0.090 1
94669000-5 03-01SPTAX11 Federated Tax Free Obligations 221,401.24 221,401.24 221,401.24 0.090 0.089 0.090 1
786776006-5 03-06 RES11 Federated Tax Free Obligations 337,917.18 337,917.18 337,917.18 0.090 0.089 0.090 1
786776000-5 03-06SPTAX11 Federated Tax Free Obligations 214,438.90 214,438.90 214,438.90 0.090 0.089 0.090 1
793593011-5 03-2 ACQ11 Federated Tax Free Obligations 820,753.14 820,753.14 820,753.14 0.090 0.089 0.090 1
793593009-5 03-2 EMW D11 Federated Tax Free Obligations 5,191.09 5,191.09 5,191.09 0.090 0.089 0.090 1
793593016-5 03-2 LOC1 1 Federated Tax Free Obligations 141,940.41 141,940.41 141,940.41 0.090 0.089 0.090 1
793593010-5 03-2 PWADM11 Federated Tax Free Obligations 397.95 397.95 397.95 0.080 0.079 0.080 1
793593006-5 03-2 RES11 Federated Tax Free Obligations 368.12 368.12 368.12 0.090 0.089 0.090 1
793593000-5 03-2 SPTX Federated Tax Free Obligations 724,876.12 724,876.12 724,876.12 0.090 0.089 0.090 1
793593007-5 03-2-IMPR11 Federated Tax Free Obligations 1,143.91 1,143.91 1,143.91 0.090 0.089 0.090 1
744727006-5 03-3 RES11 Federated Tax Free Obligations 2,171,391.01 2,171,391.01 2,171,391.01 0.090 0.089 0.090 1
744727011-5 03-3ACQ11 Federated Tax Free Obligations 1,397.11 1,397.11 1,397.11 0.090 0.089 0.090 1
94686001-5 03-4 ADMIN11 Federated Tax Free Obligations 5,517.07 5,517.07 5,517.07 0.090 0.089 0.090 1
94686005-5 03-4 PREP11 Federated Tax Free Obligations 0.02 0.02 0.02 0.001 0.001 0.001 1
94686000-5 03-4 RED11 Federated Tax Free Obligations 47,211.55 47,211.55 47,211.55 0.090 0.089 0.090 1
Run Date: 06/20/2012 - 1 0:44
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
May 31, 2012
Page 4
Average Purchase Stated YTM YTM Days to Maturity
Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Managed Pool Accounts
94686006-5 03-4 RES11 Federated Tax Free Obligations
744727000-5 03-SSPTAX11 Federated Tax Free Obligations
146161000-5 146161000-5 Federated Tax Free Obligations
1 461 61 006-5 RDA 11 DS11 Federated Tax Free Obligations
146161008-5 RDA 11ACIP11 Federated Tax Free Obligations
1 461 61 009-5 RDA 11ACO111 Federated Tax Free Obligations
94432363 02001 Financial Security Assurance
793593011-1 03-2-1 ACQUI CA Local Agency Investment Fun
793593009-1 03-2-1 EMWD CA Local Agency Investment Fun
793593007-1 03-2-1 IMPRO CA Local Agency Investment Fun
793593010-1 03-2-1 PW AD CA Local Agency Investment Fun
793593006-3 03-2-3 RESER CA Local Agency Investment Fun
1 2221 600 8 CITY COP CIP CA Local Agency Investment Fun
122216003-1 CITY COP RE1 CA Local Agency Investment Fun
107886008-1 RDA 06 CIP-1 CA Local Agency Investment Fun
107886018-2 RDA 06 CIP-2 CA Local Agency Investment Fun
107886030-1 RDA 07 CAP -1 CA Local Agency Investment Fun
107886027-1 RDA 07 ESC -1 CA Local Agency Investment Fun
107886028-1 RDA 07 PRO -1 CA Local Agency Investment Fun
107886026-1 RDA 07 RES -1 CA Local Agency Investment Fun
107886006 RDA 06 RES A MBIA Surety Bond
94434166 RDA TABS RES MBIA Surety Bond
SYS95453516-1 95453516-1 USBANK
Subtotal and Average 58,110,055.00
73,009.12 73,009.12 73,009.12 0.090 0.089 0.090 1
589,235.71 589,235.71 589,235.71 0.090 0.089 0.090 1
07/27/2011 0.65 0.65 0.65 0.001 0.001 0.001 1
1,308,637.61 1,308,637.61 1,308,637.61 0.090 0.089 0.090 1
13,125,234.92 13,125,234.92 13,125,234.92 0.090 0.089 0.090 1
0.00 0.00 0.00 0.020 0.020 0.020 1
07/01/2011 0.00 0.00 0.00 0.000 0.000 1
26,469,638.45 26,469,638.45 26,469,638.45 0.363 0.358 0.363 1
1,572,526.02 1,572,526.02 1,572,526.02 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
290,438.02 290,438.02 290,438.02 0.363 0.358 0.363 1
3,632,327.32 3,632,327.32 3,632,327.32 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
342.57 342.57 342.57 0.363 0.358 0.363 1
0.00 0.00 0.00 0.363 0.358 0.363 1
1.00 1.00 1.00 0.000 0.000 1
1.00 1.00 1.00 0.000 0.000 1
07/01/2011 0.00 0.00 0.00 0.000 0.000 1
57,754,456.55
57,754,456.55 57,754,456.55
0.233 0.236 1
Retention Escrow Account
194012308-16 RJ NOBLE Bank of Sacramento 12/01/2011 216,508.16 216,508.16 216,508.16 0.000 0.000 1
SYSPI aza Pitnr PI aza Pitnr Wells Fargo Bank 01/01/2012 4,000,032.88 4,000,032.88 4,000,032.88 0.000 0.000 1
PORTOLA TRRC Portola Trrc Wells Fargo Bank 01/01/2012 1,859,667.40 1,859,667.40 1,859,667.40 0.000 0.000 1
Subtotal and Average 6,038,611.30
6,076,208.44
6,076,208.44 6,076,208.44 0.000 0.000 1
Letter of Credit
104348006-1 02008 ASSURANCE CO BOND INSURANCE 07/01/2011
Subtotal and Average
1.00 1.00 1.00
1.00 1.00
1.00 1.00
0.000 0.000 1
0.000 0.000 1
Local Agency Investment Funds
94669911-1 03-1 ACQ A2
94669921-1 03-1 ACQ B2
Run Date: 06/20/2012 - 10:44
CA Local Agency Investment Fun
CA Local Agency Investment Fun
315,746.98 315,746.98 315,746.96 0.363 0.358 0.363 1
3,910,890.03 3,910,890.03 3,910,890.03 0.363 0.358 0.363 1
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
May 31, 2012
Page 5
Average Purchase Stated YTM YTM Days to Maturity
Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Local Agency Investment Funds
744727011-1 03-3 ACQ 2 CA Local Agency Investment Fun 933,823.23 933,823.23 933,823.23 0.363 0.358 0.363 1
744727007-1 03-3 CITY 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.363 0.358 0.363 1
786776007-1 03-6 IMP 1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.363 0.358 0.363 1
SYSCITY CITY CA Local Agency Investment Fun 15,192,456.54 15,210,856.32 15,192,456.54 0.363 0.358 0.363 1
SYSRDA RDA CA Local Agency Investment Fun 1,737.22 1,739.32 1,737.22 0.363 0.358 0.363 1
SYSRDA 10 DS 2 RDA 10 DS 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.363 0.358 0.363 1
SYSRDA 10A CIP1 RDA 10A CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.363 0.358 0.363 1
136343018-1 RDA 10B CIP1 CA Local Agency Investment Fun 1,891.90 1,891.90 1,891.90 0.363 0.358 0.363 1
SYSTCSD TCSD CA Local Agency Investment Fun 20,802,307.80 20,827,501.75 20,802,307.80 0.363 0.358 0.363 1
Subtotal and Average 31,510,466.60
41,158,853.70 41,202,449.53
41,158,853.70 0.358 0.363 1
Federal Agency Callable Securities
31331KPN4 01169 Federal Farm Credit Bank 06/27/2011 1,000,000.00 1,000,400.00 1,000,000.00 1.050 1.036 1.050 756 06/27/2014
3134G1Y65 01162 Federal Home Loan Mtg Corp 01/25/2011 1,000,000.00 1,001,970.00 1,000,000.00 1.500 1.479 1.500 784 07/25/2014
3134G2NK4 01170 Federal Horne Loan Mtg Corp 07/11/2011 1,000,000.00 1,000,820.00 1,000,000.00 1.125 1.110 1.125 770 07/11/2014
3134G2RX2 01173 Federal Home Loan Mtg Corp 07/25/2011 1,000,000.00 1,001,090.00 1,000,000.00 1.200 1.184 1.200 784 07/25/2014
3134G3BV1 01179 Federal Horne Loan Mtg Corp 12/09/2011 1,000,000.00 1,011,960.00 1,000,000.00 1.400 1.381 1.400 1,652 12/09/2016
3134G3CL2 01181 Federal Home Loan Mtg Corp 12/16/2011 1,000,000.00 1,004,940.00 1,000,000.00 1.000 0.986 1.000 1,110 06/16/2015
3134G3PH7 01186 Federal Horne Loan Mtg Corp 02/24/2012 1,000,000.00 999,950.00 1,000,000.00 1.000 0.986 1.000 1545 08/24/2016
3136F9CB7 01088 Federal National Mtg Assn 03/11/2008 2,000,000.00 2,058,240.00 2,000,000.00 4.000 3.945 4.000 283 03/11/2013
3136F9DP5 01090 Federal National Mtg Assn 03/27/2008 1,000,000.00 1,030,780.00 1,000,000.00 4.000 3.945 4.000 299 03/27/2013
3136FPZD2 01157 Federal National Mtg Assn 12/03/2010 1,000,000.00 1,003,910.00 1,000,000.00 1.125 1.110 1.125 915 12/03/2014
3136FRZQ9 01171 Federal National Mtg Assn 07/20/2011 1,000,000.00 1,001,240.00 1,000,000.00 1.250 1.233 1.250 871 10/20/2014
3136FRB44 01172 Federal National Mtg Assn 07/22/2011 1,000,000.00 1,017,960.00 1,000,000.00 2.125 2.096 2.125 1,512 07/22/2016
3136FTBQ1 01176 Federal National Mtg Assn 10/24/2011 1,000,000.00 1,011,680.00 1,000,000.00 1.350 1.332 1.350 1,606 10/24/2016
3136FT4R7 01188 Federal National Mtg Assn 03/27/2012 1,000,000.00 1,005,590.00 1,000,000.00 1.000 0.986 1.000 1,579 09/27/2016
Subtotal and Average 15,000,000.00
15,000,000.00 15,150,530.00 15,000,000.00 1.784 1.808 983
Federal Agency Bullet Securities
31331GE47 01135 Federal Farm Credit Bank 07/29/2009 1,000,000.00 1,022,840.00 997,500.00 2.250 2.284 2.316 423 07/29/2013
31331GG37 01137 Federal Farm Credit Bank 08/04/2009 1,000,000.00 1,013,010.00 1,000,000.00 2.150 2.121 2.150 248 02/04/2013
31331GZ44 01144 Federal Farm Credit Bank 10/15/2009 1,000,000.00 1,005,210.00 1,000,000.00 1.550 1.529 1.550 136 10/15/2012
31331KCA6 01164 Federal Farm Credit Bank 02/10/2011 1,000,000.00 1,016,500.00 1,000,000.00 1.375 1.356 1.375 619 02/10/2014
31331KTK6 01174 Federal Farm Credit Bank 08/01/2011 1,000,000.00 1,008,350.00 1,000,000.00 0.875 0.863 0.875 791 08/01/2014
31331KE55 01175 Federal Farm Credit Bank 10/06/2011 1,000,000.00 1,020,000.00 1,000,000.00 1.300 1.282 1.300 1,588 10/06/2016
31331KK58 01177 Federal Farm Credit Bank 10/26/2011 1,000,000.00 1,011,930.00 1,000,000.00 1.050 1.036 1.050 1,242 10/26/2015
31331KV98 01178 Federal Farm Credit Bank 11/23/2011 1,000,000.00 1,009,030.00 1,000,000.00 0.970 0.957 0.970 1,270 11/23/2015
31331KY79 01180 Federal Farm Credit Bank 11/29/2011 1,000,000.00 999,860.00 1,000,000.00 0.500 0.493 0.500 546 11/29/2013
Run Date: 06/20/2012 - 10:44
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
May 31, 2012
Page 6
Average Purchase Stated YTM YTM Days to Maturity
Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Federal Agency Bullet Securities
31331K2P4 01182 Federal Farm Credit Bank 12/09/2011 1,000,000.00 1,010,000.00 1,000,000.00 1.000 0.986 1.000 1,286 12/09/2015
31331K6P0 01183 Federal Farm Credit Bank 01/19/2012 1,000,000.00 1,004,620.00 1,000,000.00 0.850 0.838 0.850 1,327 01/19/2016
3133XTXC5 01130 Federal Horne Loan Bank 06/11/2009 1,000,000.00 1,000,580.00 1,000,000.00 2.250 2.219 2.250 10 06/11/2012
3133XVEM9 01150 Federal Home Loan Bank 11/04/2009 1,000,000.00 1,006,930.00 1,000,000.00 1.625 1.603 1.625 173 11/21/2012
313372UH5 01166 Federal Horne Loan Bank 03/15/2011 1,000,000.00 1,010,890.00 1,000,000.00 1.125 1.110 1.125 469 09/13/2013
313374CZ1 01168 Federal Home Loan Bank 06/22/2011 1,000,000.00 1,012,970.00 1,000,000.00 1.000 0.986 1.000 843 09/22/2014
313376V77 01184 Federal Horne Loan Bank 01/23/2012 1,000,000.00 1,000,510.00 1,000,000.00 0.520 0.513 0.520 966 01/23/2015
313376YQ2 01185 Federal Home Loan Bank 02/13/2012 1,000,000.00 997,090.00 1,000,000.00 0.400 0.395 0.400 987 02/13/2015
313378AC5 01187 Federal Horne Loan Bank 02/22/2012 1,000,000.00 998,640.00 1,000,000.00 0.500 0.493 0.500 1,085 05/22/2015
313378QH7 01189 Federal Home Loan Bank 03/28/2012 1,000,000.00 1,016,720.00 1,000,000.00 0.900 0.888 0.900 1,396 03/28/2016
31398AYM8 01139 Federal National Mtg Assn 08/10/2009 1,000,000.00 1,003,060.00 991,250.00 1.750 2.024 2.052 70 08/10/2012
Subtotal and Average 19,988,750.00 20,000,000.00 20,168,740.00 19,988,750.00
1.198 1.215 774
Total and Average 132,075,802.27
Run Date: 06/20/2012 - 1 0:44
139,989, 519.69 140, 352,385.52
139,978,269.69 0.564 0.571 217
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
CUSIP
City of Temecula, California
Portfolio Management
Portfolio Details - Cash
May 31, 2012
Average Purchase Stated YTM YTM Days to
Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity
Page 7
Retention Escrow Account
SYSAAA#1202 AAA#1202 COMMUNITY BANK 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
4110170281 EDGEDEV TORRY PINES BANK 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
23303800 PCL CONST Wells Fargo Bank 07/01/2011 0.00 0.00 0.00 0.000 0.000 1
Passbook/Checking Accounts
SYSPetty Cash Petty Cash City of Temecula 07/01/2011 2,910.00 2,910.00 2,910.00 0.000 0.000 1
SYSFIex Ck Acct Flex Ck Acct Union Bank of California 07/01/2011 23,018.57 23,018.57 23,018.57 0.000 0.000 1
SYSGen CkAcct Gen CkAcct Union Bank of California 6,890,905.98 6,890,905.98 6,890,905.98 0.000 0.000 1
SYSParking Ck PARKING CITA Union Bank of California 07/01/2011 13,720.00 13,720.00 13,720.00 0.000 0.000 1
Average Balance 0.00
1
Total Cash and Investments 132,075,802.27
Run Date: 06/20/2012 - 10:44
146, 920,074.24 147, 282, 940.07
146,908,824.24 0.564 0.571 217
Portfolio TEME
CP
PM (PRF_PM2) SymRept 6.42
Fund
CITY OF TEMECULA
CASH BALANCES
THROUGH MAY 31, 2012
Fund Name Fund Total
001 GENERAL FUND $ 32,152,590.46
100 STATE GAS TAX FUND 1,530,177.94
120 DEVELOPMENT IMPACT FUND 5,503,652.03
150 AB 2766 FUND 246,316.90
165 SARDA AFFORDABLE HOUSING 24,224,306.65
170 MEASURE A FUND 5,231,042.13
190 TEMECULA COMMUNITY SERVICES DISTRICT 1,651,95941
192 TCSD SERVICE LEVEL "B" STREET LIGHTS 222,966.26
194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 3,056,545.23
195 TCSD SERVICE LEVEL "R" STREET/ROAD MAINT 10,06241
196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 299,935.90
197 TEMECULA LIBRARY FUND 221,535.36
210 CAPITAL IMPROVEMENT PROJECT FUND 16,496,503.63
273 CFD 03-1 CROWNE HILL IMPROVEMENT FUND 4,242,152.21
275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 935,220.34
277 CFD-RORIPAUGH 26,669,252.61
260 REDEVELOPMENT AGENCY -CIP PROJECT 166,135.94
300 INSURANCE FUND 377,749.11
310 VEHICLES AND EQUIPMENT FUND 1,152,627.79
320 INFORMATION TECHNOLOGY 415,926.53
330 CENTRAL SERVICES 346,423.62
340 FACILITIES 192,911.09
375 SUMMER YOUTH EMPLOYMENT PROGRAM 17,997.62
360 SARDA DEBT SERVICE FUND 1,593,767.10
460 CFD 66-12 DEBT SERVICE FUND 65,056.52
472 CFD 01-2 HARVESTON A&B DEBT SERVICE 1,510,074.61
473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,957,610.66
474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 176,927.66
475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 4,166,774.53
476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 921,647.06
477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 7,660,066.02
501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 29,942.01
502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 57,657.37
503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 37,696.01
504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 5,07547
505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 26,369.62
506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 17,226.60
507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 9,056.62
506 SERVICE LEVEL"C"ZONE 6 VILLAGE GROVE 94,464.75
509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 15,393.60
510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 9,907.22
511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 1,691.60
512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 61,016.57
513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 22,347.45
514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 10,131.03
515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 6,626.60
516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 74,701.60
517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 1,437.34
516 SERVICE LEVEL"C"ZONE 16 TEMEKU HILLS 65,995.29
519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 64,166.75
520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 169,024.52
521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 172,694.34
522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 2,903.29
523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 13,109.74
524 SERVICE LEVEL"C"ZONE 24 HARVESTON 194,551.52
525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 42,720.06
526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 995.97
527 SERVICE LEVEL"C"ZONE 27 AVONDALE 10,427.66
526 SERVICE LEVEL"C"ZONE 26 WOLF CREEK 299,660.35
529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 5,693.59
530 SERVICE LEVEL"C"ZONE 30 FUTURE ZONES 33,022.56
Grand Total: $ 147,282,940.07
Item No. 5
Approvals
City Attorney
Chief Financial Officer
City Manager
07 -e -r -
go
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works/City Engineer
DATE: July 10, 2012
SUBJECT: Agreement with Temecula Sunrise Rotary for Placement and Maintenance of
Bus Benches
PREPARED BY: Beryl Yasinosky, Management Analyst
RECOMMENDATION: Approve a three-year agreement with the Temecula Sunrise
Rotary Club, a non-profit corporation, for the placement and maintenance of 36 bus benches
located throughout the City, in an annual amount of $10,050.
BACKGROUND: The Temecula Sunrise Rotary Club (Rotary Club) has installed
and maintained bus benches at various locations throughout the City since 1994. Beginning in
June 2000, the City Council desired to lease 43 bus benches at various designated bus stop
locations throughout the City and to have Rotary Club maintain the bus benches for an annual
amount of $12,000. In return, the Rotary Club agreed to maintain, repair, clean, keep neat, safe
and in sanitary condition, all benches placed pursuant to the agreement.
The current agreement expires on June 30, 2012. The Rotary Club has faithfully performed all
services identified in the Agreement and staff recommends that the City Council consider
entering into an agreement for continued services for an additional three years. The terms and
conditions are the same as the previous agreement, with the exception that the current number
of benches maintained by the Rotary Club has been reduced from 43 to 36 as a result of route
changes or conflicts with other improvements. Therefore, the original agreement amount has
been prorated and adjusted accordingly to reflect the reduction in annual bench maintenance
services provided.
Pursuant to the terms and conditions of the agreement, the Rotary Club will maintain, repair and
service 36 bus benches depicted on Exhibit B of the agreement. The City will pay $10,050
annually for the maintenance of the bus benches and $75.00 per quarter for each additional bus
bench installed within the public right-of-way in accordance with the agreement. The agreement
also includes provisions for the frequency and maintenance, placement and installation criteria,
as well as general liability, automobile and workers' compensation insurance requirements. The
agreement does not preclude the City from installing other bus benches or shelters within the
public right-of-way or on private property.
FISCAL IMPACT: The costs associated with the terms of the lease agreement with
the Temecula Sunrise Rotary Club for Fiscal Year 2012-13 is $10,050. Adequate funds will be
appropriated through the Public Works Department operating budget for Fiscal Year 2012-13.
ATTACHMENTS: Agreement for Placement and Maintenance of Bus Benches
AGREEMENT BETWEEN THE CITY OF TEMECULA
AND TEMECULA SUNRISE ROTARY FOUNDATION
FOR
BUS BENCHES PLACEMENT AND MAINTENANCE
THIS AGREEMENT is made and entered into as of July 1, 2012 by and between the
City of Temecula, a municipal corporation ("City") and Temecula Sunrise Rotary Foundation,
a California non-profit corporation ("Rotary"). In consideration of the respective covenants and
promises herein contained and subject to all of the terms and conditions hereof, the parties
hereby agree as follows:
1. Recitals. Rotary has installed and maintained bus benches within the City of
Temecula since 1994. City desires to enter into this Agreement in order to lease bus benches
at various designated bus stop locations throughout the City and to have Rotary maintain the
bus benches.
2. Placement of Bus Benches within City. Rotary hereby agrees to provide and
maintain thirty six (36) bus benches ("Bus Benches") within the City. The Bus Benches shall be
of the style depicted on Exhibit "A" and shall be placed by Rotary at the locations within the
public right-of-way designated on Exhibit "B". The Bus Benches shall contain no advertising or
logos, other than City provided City Seals, and shall be painted in color designated by the
Director of Public Works and finished with an anti -graffiti finish coat. City reserves the right to
allow, install or place other bus benches or transit shelters on public or private property. No
additional Bus Benches shall be placed in the public right-of-way without the approval of the
Director of Public Works.
a. Rotary must maintain an active City Encroachment Permit issued by
the Public Works Department.
3. Rotary's Maintenance Services. Rotary agrees, at its own cost and expense to
maintain, repair, clean, keep neat and safe and in a sanitary condition, all benches placed
pursuant to this agreement. All such work shall be performed at the sole expense of Rotary.
Each Bus Bench shall be cleaned not less than one time a month as required to provide safe
and clean benches. In the event the Director of Public Works determines that a Bus Bench fails
to comply with the requirements of this Agreement or is otherwise in a state of disrepair or
deferred maintenance, the Rotary shall remove such Bus Bench within three (3) days of notice
from the Director of Public Works and shall replace the Bus Bench in accordance with the
requirements of this Agreement within the time set by the Director. As an exception to the
foregoing removal requirement, the Director of Public Works may demand that the Bus Benches
may be removed within one (1) day of notice if he determines that the problem constitutes a
safety problem.
4. Lease Payments. City shall pay to Rotary the annual sum of Ten Thousand
Fifty Dollars and No Cents ($10,050.00) for the initial thirty six (36) Bus Benches described in
this agreement. Said annual payment shall be made in quarterly installments with the exception
of the first payment identified in paragraph "a", below. The City shall pay an additional Seventy -
Five Dollars and No Cents ($75.00) per quarter for each additional Bus Bench request that is
placed and maintained by Rotary within the public right-of-way in accordance with this
Agreement. City shall pay such fee to Rotary within 30 days of receipt of an invoice the first
business day of each quarter, beginning July 1, 2012.
1
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a. All lease payments shall be invoiced on a quarterly basis by Rotary, as
identified in Section 4.
5. Term. The term of this Agreement shall commence as of July 1, 2012, and shall
continue for a term of three (3) years unless earlier terminated as hereafter provided. In no
event shall this Agreement be extended beyond June 30, 2015.
6. Termination
a. This Agreement may be terminated by City upon fifteen (15) days' notice
to Rotary if: (1) Rotary fails to provide satisfactory evidence of renewal or replacement of
comprehensive general liability insurance in accordance with this Agreement at least twenty
(20) days before the expiration date of the previous policy; or (2) if Rotary is in breach of any
material provision of this Agreement and fails to cure said breach within twenty (20) days of
written notice to Rotary of the breach.
b. City Manager may suspend this Agreement at any time upon finding that:
(1) the Rotary is in breach of a material term of this Agreement: and (2) said breach could cause
an immediate adverse affect upon the health or safety of members of the public.
c. If Rotary fails to maintain the Bus Benches as required by this
Agreement, City may take such action as is required to maintain the Bus Benches in the
condition required by this Agreement. In such event City shall deduct all costs incurred by the
City to provide such maintenance from the lease payment described in Section 3 of this
Agreement.
d. In addition to the above, the City may terminate this agreement without
cause with one year's notice. In the event the City is not able to provide one year's notice, the
City will pay Rotary the prorated portion of the remaining year.
7. Bus Bench Removal. Upon expiration or termination of this Agreement, Rotary
shall immediately remove all Bus Benches. If Rotary does not remove all Bus Benches within
thirty (30) days after notice to remove they shall be deemed abandoned and City shall have the
right to remove the remaining Bus Benches and dispose of them, in which event Rotary shall
pay all costs of removal and site restoration.
8. INDEMNIFICATION
The Consultant agrees to defend, indemnify, protect and hold harmless the City of
Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula
Redevelopment Agency, its officers, officials, employees and volunteers from and against any
and all claims, demands, losses, defense costs or expenses, including attorney fees and expert
witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community
Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its
officers, agents, employees or volunteers may sustain or incur or which may be imposed upon
them for injury to or death of persons, or damage to property arising out of Consultant's
negligent or wrongful acts or omissions arising out of or in any way related to the performance
or non-performance of this Agreement, excepting only liability arising out of the negligence of
the City of Temecula, Temecula Community Services District, and/or Successor Agency to the
Temecula Redevelopment Agency.
2
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9. INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in connection
with the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability form No.
CG 00 01 11 85 or 88.
2) Insurance Services Office Business Auto Coverage form CA 00 01
06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles,
a non -owned auto endorsement to the General Liability policy described above is acceptable.
3) Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance. If the Consultant has no employees while
performing under this Agreement, worker's compensation insurance is not required, but
Consultant shall execute a declaration that it has no employees.
b. Minimum Limits of Insurance. Consultant shall maintain limits no less
than:
1) General Liability: One million ($1,000,000) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
2) Automobile Liability: One million ($1,000,000) per accident for
bodily injury and property damage.
3) Worker's Compensation as required by the State of California;
Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
Worker's Compensation insurance is required only if Consultant employs any employees.
Consultant warrants and represents to the City of Temecula, Temecula Community Services
District, and/or Successor Agency to the Temecula Redevelopment Agency that it has no
employees and that it will obtain the required Worker's Compensation Insurance upon the hiring
of any employees.
c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000).
d. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
1) The City of Temecula, the Temecula Community Services District,
the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their
officers, officials, employees and volunteers are to be covered as insured's, as respects: liability
arising out of activities performed by or on behalf of the Consultant; products and completed
operations of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain
no special limitations on the scope of protection afforded to the City of Temecula, the Temecula
Community Services District, the Successor Agency to the Temecula Redevelopment Agency,
their officers, officials, employees or volunteers.
2) For any claims related to this project, the Consultant's insurance
coverage shall be primary insurance as respects the City of Temecula, the Temecula
Community Services District, the Successor Agency to the Temecula Redevelopment Agency,
3
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their officers, officials, employees and volunteers. Any insurance or self-insured maintained by
the City of Temecula, Temecula Community Services District, and/or Successor Agency to the
Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be
excess of the Consultant's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City of
Temecula, the Temecula Community Services District, and the Successor Agency to the
Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees
or volunteers.
4) The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
5) Each insurance policy required by this agreement shall be
endorsed to state: should the policy be canceled before the expiration date the issuing insurer
will endeavor to mail thirty (30) days' prior written notice to the City.
6) If insurance coverage is canceled or, reduced in coverage or in
limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or
notify the City via certified mail, return receipt requested of the changes to or cancellation of the
policy.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self-
insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coverage. Consultant shall furnish the City with original
endorsements effecting coverage required by this clause. The endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to
be on forms provided by the City. All endorsements are to be received and approved by the
City before work commences. As an alternative to the City's forms, the Consultant's insurer
may provide complete, certified copies of all required insurance policies, including
endorsements affecting the coverage required by these specifications.
10. Legal Responsibilities. Rotary shall keep fully informed of all Federal, State
and local laws, regulations and ordinances that in any manner affect those employed by or in
any way affect or govern the performance of services pursuant to this Agreement. Rotary shall
at all times observe and comply with all such laws, regulations and ordinances.
11. Representatives and Notices. City's Director of Public Works shall be the
representative of City for purposes of this Agreement and may issue all consents, approvals,
directives, or agreements on behalf of the City called for by this Agreement except as
otherwise expressly provided in this Agreement. The President of Rotary shall designate in
writing the representative of Rotary for purposes of coordinating Rotary's work under this
Agreement and to serve as Rotary's agent for obtaining compliance with the terms of this
Agreement and to serve as Rotary's agent for obtaining compliance with the terms of this
Agreement. Notices and written communications sent by one party to the other shall be
personally delivered or sent by certified or registered U.S. Mail, return receipt requested,
postage prepaid, or a reliable overnight delivery service, such as but not limited to Federal
Express, to the following address (or such other addresses as may be designated by notice
given in accordance with this paragraph):
4
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If to City, to:
City of Temecula
Post Office Box 9033
41000 Main Street
Temecula, CA 92589-9033
Attn: Director of Public Works
If to Rotary:
Temecula Sunrise Rotary Foundation
Attn: David Skinner
P. O. Box 2203
Temecula, CA 92593
Phone: (951) 695-3877
Notice shall be deemed received upon actual receipt of the notice or three (3) business days
following deposit in one of the approved transmission methods.
12. Independent Contractor. Rotary is an independent contractor and riot an
employee of the City.
13. Assignability. Rotary shall riot assign or transfer any interest in this Agreement
whether by assignment or novation, without prior written consent of the City Council. Any
purported assignment without such consent shall be void and without effect.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
15. Entire Agreement. This Agreement supersedes any and all other agreements,
permits or City approvals, either oral or in writing, between the parties hereto with respect to the
subject matter hereof and contains all of the covenants and agreements between the parties
hereto with respect to the subject matter hereof and contains all of the covenants and
agreements between the parties with respect to said matter, and each party this Agreement
acknowledges that no representation, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that any other agreement shall be effective only if executed in writing and
signed by both City and Rotary.
16. Third Party Rights. No third party shall be deemed to have any rights
hereunder against any of the parties as a result of this Agreement.
17. Waiver of Breach. No breach of any provision of this Agreement can be waived
unless the waiver is in writing. Waiver of any one breach of a provision shall not be deemed to
be a waiver of any other breach of the same or any other provision of this Agreement.
18. Attorney's Fees. Should any dispute under this Agreement lead to litigation, the
prevailing party in litigation shall be entitled to reasonable attorney's fees and litigation
expenses incurred with respect to the dispute and prosecution of the action.
a \Program Files (x86)\Needia.Corn\Document Corwerter temp\1752.tloc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
TEMECULA SUNRISE ROTARY FOUNDATION,
A California non-profit corporation
(Two Signatures of corporate officers required unless corporate
documents authorize only one person to sign the agreement on
behalf of the corporation.)
By: By:
Chuck Washington, Mayor Leonard Bustin, President
ATTEST:
By: By:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney CONSULTANT
David H. Skinner, Treasurer
Temecula Sunrise Rotary Foundation
Attn: David Skinner
PO Box 2203
Temecula, CA 92593
(951) 695-3877
C:\Program Files (x86)\Neevia.Com\Document Converter \temp\1759.doc
PM Initials: D Q
Date: !/
6
EXHIBIT A
APPROVED STYLE OF BUS BENCHES
7
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EXHIBIT B
LOCATION OF BUS BENCHES
TEMECULA SUNRISE ROTARY - BUS BENCH LOCATIONS
No. I Location Traffic Direction
1 Winchester West
2 Winchester West
3 Diaz South
4 Diaz South
5 Front South
6 Main West
7 Front North
8 I 6th East
9 6th East
10 Front North
11 Ynez South
12 Ynez South
13 Ynez South
14 Ynez South
15 Margarita South
16 Margarita South
17 Margarita North
18 j Rancho California West
19 Rancho California West
20 j Rancho California West
21 Rancho California West
22 Rancho California West
23 Ynez North
24 Ynez North
25 Ynez North
26 Winchester West
27 County Center East
28 Jefferson South
29 Jefferson South
30 Jefferson North
31 Jefferson South
32 i Rancho California East
33 Rancho California East
34 Rancho California East
35 Rancho California East
36 Rancho Vista Rd. East
6/12/2012
Cross St./ Reference_
Jefferson Medical
Enterprise Circle North
Avenida Alvarado
Via Dos Picos
Ahmed Medical Center
Pujol
28860
Front
Front
Post Office
Palm Plaza/Union Bank
Palm Plaza/Union Bank
PallmPlaza Restaurant
Palm Plaza/Restaurant
Solana
Avenida Barca
Just North of Rancho California
Margarita -Jiffy Lube
Margarita -Jiffy Lube
Lyndie Lane
Mobil Gas Station
Mobil Gas Station
Wells Fargo
Solana Way
Abbott
MacDonalds
Library
Del Taco
Adobe Plaza
Via Montezuma
Bianchi Intl. (former)
Duck Pond
Duck Pond
Church
Church
Sports Park
8
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Item No. 6
Approvals
City Attorney
Chief Financial Officer
City Manager
Mr -
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works/City Engineer
DATE: July 10, 2012
SUBJECT: Acceptance of Certain Public Streets within Tract Map No. 35181 into the City -
Maintained System (located at the northwest corner of Winchester Road and
Dendy Parkway)
PREPARED BY: Mayra De La Torre, Senior Engineer
Steve Charette, Associate Engineer
RECOMMENDATION: Adopt a resolution entitled:
RESOLUTION NO. 12-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE
CITY -MAINTAINED SYSTEM (WITHIN TRACT MAP NO. 35181)
BACKGROUND: Tract Map No. 35181 was recorded by the County Recorder on April 9,
2002 The owner dedicated to public use for street and public utility purposes certain streets
designated as lettered lots on the map. The City Clerk accepted the offers of dedication.
Public Works staff has since reviewed and inspected the public improvements and determined that
all required repairs and replacements were satisfactorily completed. The Performance Bond for the
Tract has therefore been released; however, the one-year Warranty Bond has not been released.
The Warranty Bond will be considered for release at the end of the one-year period in June 2013.
The public streets now being accepted by this action are as follows:
Portions of: Dendy Parkway, Winchester Road and Remington Avenue
(Portions of the Western Bypass and Cherry Street will be constructed at a later date)
The storm drain improvements within the public right-of-way shall remain privately owned and
maintained facilities in accordance with the recorded Development Agreement for Tract Map No.
35181 and as indicated on the storm drain improvement plans LD07-017C0.
FISCAL IMPACT:
five to eight years.
Periodic surface and/or structural maintenance will be required every
ATTACHMENTS: Resolution No. 12- with Exhibits "A — B" inclusive.
RESOLUTION NO. 12-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ACCEPTING CERTAIN PUBLIC
STREETS INTO THE CITY -MAINTAINED SYSTEM
(WITHIN TRACT MAP NO. 35181)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, Tract Map No. 35181 was recorded by the County Recorder on April
9th2002 in which offers of dedication for street and public utility purposes were
accepted by the City of Temecula from Temecula Properties, LLC, a California Limited
Liability Company; and,
WHEREAS, City Public Works Staff reviewed and inspected the public
improvements and all repairs and replacements were satisfactorily completed; and,
WHEREAS, Only the Warranty Bond pertaining to this tract has not been
released; and,
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of
Temecula hereby accepts into the City -Maintained Street System the streets and
portions of streets offered to and accepted by the City of Temecula described in Exhibits
"A" and "B" attached hereto. Storm drain improvements constructed within the public
right-of-way shall remain privately owned and maintained facilities in accordance with
the recorded Development Agreement for Tract Map No. 35181 and as indicated on the
approved storm drain improvement plans.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 10th day of July, 2012.
Chuck Washington, 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. 12- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 10th day of July, 2012, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
EXHIBIT "A" TO RESOLUTION NO. 2012 -
Accepting certain public streets offered to and accepted by the
City of Temecula as indicated on Tract Map 35181 into the
City -Maintained Street System as described as follows:
1. Lot "A" (portion of Dendy Parkway) of said Tract Map No. 35181
2. Lot "B" (portion of Winchester Road) of said Tract Map No. 35181
3. Lot "C" (portion of Remington Avenue) of said Tract Map No. 35181
4. Lot "D" (portion of Winchester Road) of said Tract Map No. 35181
EXHIBIT "B" TO RESOLUTION NO. 2012 -
TRACT MAP NO. 35181
-- CHERRY STREET
LOT•?
III h\A
i,6 J
25' � l
- -3
DENDY
50
50'l 1
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/ be
- PS/4VA7'
S ITE
VICINITY MAP
NTS
Item No. 7
Approvals
City Attorney
Chief Financial Officer
City Manager
07 -e -r-
74-0
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Aaron Adams, Executive Director of Community Services
DATE: July 10, 2012
SUBJECT: First Amendment to the License Agreement with the Friends of the Temecula
Public Library
PREPARED BY: Barbara Smith, Senior Management Analyst
RECOMMENDATION: Approve the First Amendment with the Friends of the Temecula
Library for the support of the Temecula Public Library and operation of the Friends of the Temecula
Library Bookstore.
BACKGROUND: On December 12, 2006 the City Council approved the License
Agreement between the City of Temecula and the Friends of the Temecula Library (Friends) which
outlined the operations of the bookstore and the support provided to the Temecula Public Library.
The license agreement expired on June 30, 2012 with the ability to extend the term for two five-year
terms.
Grace Mellman, President of the Friends, has provided outstanding leadership to create an
organization that has proven to be an exceptional partner to the Temecula Public Library. The
Friends raised $500,000 toward the construction of Temecula Public Library. The Friends oversee
all bookstore operations, scheduling of bookstore volunteers (about 400 hours per month) along with
planning and implementing various fundraisers.
In addition, the Friends continue to support current operations with proceeds from fundraisers and
bookstore sales in the amount of $50,000 annually. Their funding provides programming as well as
contributions for the purchase of new collection and resource materials.
Recently, the Friends have raised funds for two new special needs programs called SNAPL and
LEAP. SNAPL (Special Needs Access at your Public Library) offers free special needs resources
and a Play and Learn Island for children. LEAP (Learning Enriched Autism Program) provides the
opportunity for social interaction of special needs middle and high school aged youths.
If approved, this amendment will extend the term of the agreement for an additional five years to
June 30, 2017. Other changes include the updating of the Liability Insurance terminology and the
Notice sections. Also, all references to the "Director of Community Services" and the "Director of
Finance" will be deleted and replaced with "City Manager or his or her designee" in order to
accommodate the City's organizational changes.
FISCAL IMPACT: The Friends of the Library anticipate generating approximately
$50,000 annually from the bookstore and other fundraising activities.
ATTACHMENTS: First Amendment to License Agreement
FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN
CITY OF TEMECULA AND FRIENDS OF THE TEMECULA LIBRARY FOR THE SUPPORT
OF THE TEMECULA PUBLIC LIBRARY AND OPERATION OF THE FRIENDS OF THE
TEMECULA LIBRARY BOOKSTORE
THIS FIRST AMENDMENT is made and entered into as of July 10, 2012 by and
between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and
Friends of the Temecula Library, a California Non -Profit Corporation (hereinafter referred to as
"Association"). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
1. This Amendment is made with the respect to the following facts and purposes:
A. On December 12, 2006, the City and Association entered into that certain
Agreement entitled "License Agreement for between the City of Temecula and Friends of the
Temecula Library for the Support of the Temecula Public Library and operation of the Friends of
the Temecula Library Bookstore.
b. The parties now desire to update City positions, insurance, notice and
term sections and to amend the Agreement as set forth in this Amendment.
follows:
2. Section 3 of the Agreement entitled "Term" is hereby amended to read as
"Association may utilize the Premises from the date the City issues a
certificate of occupancy for the Temecula Public Library until June 30,
2017 unless sooner terminated pursuant to this Agreement. City may
extend the term for one (1) additional five (5) year term. Association
shall not be entitled to continue use of the Premises until all insurance
documents required by Section 16 of this License Agreement have been
duly completed and are on file with the City Manager or his or her
designee."
3. Section 16 of the Agreement entitled "Liability Insurance" is hereby amended
to read as follows:
a. Subsection c shall be amended to read as follows:
"Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000)."
b. Subsection d.(1) shall be amended to read as follows:
"Other Insurance Provision. The general liability policy is to contain or be
endorsed to contain the following provisions:
(1) The City of Temecula, the Temecula Community Services District,
the Successor Agency to the Temecula Redevelopment Agency, their officers,
officials employees and volunteers are to be covered as insured's, as respects:
liability arising out of activities performed by or on behalf of the Association;
products and completed operations of the Association; premises owned,
occupied or used by the Association; or automobiles owned, leased, hired or
borrowed by the Association. The coverage shall contain no special limitations
1
follows:
on the scope of protection afforded to the City of Temecula, the Temecula
Community Services District, the Successor Agency to the Temecula
Redevelopment Agency, their officers, officials, employees or volunteers."
c. Subsection d shall be amended and subsection e shall be added and shall read
as follows:
"d. Each insurance policy required by this agreement shall be endorsed to state
in substantial conformance to the following: If the policy will be canceled before
the expiration date the insurer will notify in writing to the City of such cancellation
not less than thirty (30) days' prior to the cancellation effective date."
"e. If insurance coverage is canceled or, reduced in coverage or in limits the
Association shall within two (2) business days of notice from insurer phone, fax
and/or notify the City via certified mail, return receipt requested of the changes to
or cancellation of the policy."
4. Section 24 of the Agreement entitled "Notice" is hereby amended to read as
"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 Notice. Notice shall be effective upon
delivery to the addresses specified below or on the third business day
following deposit with the document delivery service or United States
Mail as provided above.
Mailing Address: City of Temecula
Attn: City Manager
P.O. Box 9033
Temecula, CA 92589-9033
Use this Address for a Delivery Service: City of Temecula
or Hand -Deliveries ONLY Attn: City Manager
41000 Main Street
Temecula, CA 92590
5. Throughout the license agreement all references to the Director of Community
Services and Director of Finance shall be deleted and replaced with the City Manager or his or
her designee.
6. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement shall remain in full force and effect.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA Friends of the Temecula Library, a California
Non -Profit Corporation
By: By:
Chuck Washington, Mayor Grace Mel!man, President
ATTEST:
By: By:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney Association
Stanley Williams, Vice President
Friends of the Temecula Library
Attn: President
P.O. Box 817
Temecula, CA 92593
3
PM Initials:
Date:
Item No. 8
Approvals
City Attorney
Chief Financial Officer
City Manager
Pif-e-r-
r,
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works/City Engineer
DATE: July 10, 2012
SUBJECT: Purchase Agreement for the Traffic Safety and Bridge Light Retrofit, PW12-08
PREPARED BY: Amer Attar, Principal Engineer
Chris White, Assistant Engineer - CIP
RECOMMENDATION: Approve the agreement with Tanko Lighting to purchase 470
Induction Luminaire Cobra Head Lights for a total cost of $141,799 for the Traffic Safety and
Bridge Light Retrofit Program, PW12-08.
BACKGROUND: The Traffic Safety and Bridge Light Retrofit Project will replace
lower efficiency high pressure sodium lighting technology with more energy efficient induction
lighting technology at 113 traffic intersections and atop three bridges within the City of
Temecula. The vast majority of the intersections have four high pressure sodium lamps that
operate approximately 12 hours per day and 365 days a year. The annual electricity usage for
the existing high pressure sodium street lights is estimated at 492,750 kWh.
The proposed induction lamps use 85 watts compared to the existing high pressure sodium
lamps, which use 200, 250 and 450 watt lamps. The City considered both LED and induction
lighting technologies; however staff determined that the light dispersion quality, energy
efficiencies, and reliability of the induction lamps are preferable over the LED lamps. The
annual electricity usage with the induction lamps is estimated at 179,580 kWh.
Replacing the high pressure sodium lights with higher efficient induction lighting technology
would reduce energy use and save the City operational and maintenance costs. The Traffic
Safety and Bridge Lighting Retrofit Program will use EECBG funds for the retrofit project. The
annual savings as a result of the implementation of this project are estimated to be 313,170
kWh in electricity useage and $66,000 in costs.
On Tuesday, July 3, 2012, six proposals were publicly opened and electronically posted on the
City's on-line bidding service, PlanetBids. The results were as follows:
1. Tanko Lighting
2. Crystal Lighting Corp.
3. Mendocino
$141,799
$171,550
$174,150
4. Control Tech West Inc. $190,665
5. PowerLux $212,667.95
6. Vining Wholesale Lighting Supply Inc. $296,258.63
Staff has reviewed the proposals and found Tanko Lighting to be the lowest proposal. The
company has the ability to provide the necessary Luminair fixtures by the August 15, 2012
deadline.
FISCAL IMPACT: The total cost to pourchase the lights is $141,799. All funding for
the Traffic Safety and Bridge Lighting Retrofit Program will come from the Energy Efficiency and
Conservation Block Grant funds. No General Fund revenues will be used for this project.
ATTACHMENTS: Purchase Agreement
AGREEMENT FOR PURCHASE OF EQUIPMENT
BETWEEN CITY OF TEMECULA AND TANKO STREETLIGHTING, INC. (DBA
TANKO LIGHTING)
TRAFFIC SAFETY AND BRIDGE LIGHTING RETROFIT PROGRAM — PW 12-08
THIS AGREEMENT is made and effective as of July 10, 2012, between the City of
Temecula , a municipal corporation (hereinafter referred to as "City"), and Tanko Streetlighting,
Inc. dba Tanko Lighting (hereinafter referred to as "Vendor"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on July 10, 2012, and shall remain and continue in
effect until tasks described herein are completed, but in no event later than December 31,
2012, unless sooner terminated pursuant to the provisions of this Agreement.
2. PURCHASE AND SALE OF EQUIPMENT
On and subject to the terms and conditions set forth in this Agreement and the
Agreement Documents, Vendor agrees to sell and deliver to City a 285 — 120 VOLT/85 WATT
INDUCTION LUMINAIRE (Cobra Head) and 185 — 240 VOLT/85 WATT INDUCTION
LUMINAIRE (Cobra Head), as more particularly described in Exhibit A, Description of
Equipment / Scope of Work (hereafter "Equipment"), attached hereto and incorporated herein
as though set forth in full.
3. PURCHASE PRICE
The Purchase Price which City agrees to pay to Vendor for the Equipment is One
Hundred Forty One Thousand Seven Hundred Ninety Nine Dollars ($141,799).
4. REPRESENTATION AND WARRANTIES OF VENDOR
Vendor makes the following representations and warranties to City:
a. Authority and Consents. Vendor has the right, power, legal capacity and
authority to enter into and perform its obligations under this Agreement. No approvals or
consents of any persons are necessary in connection with Vendor's execution, delivery and
performance of this Agreement, except for such as have been obtained on or prior to the date
hereof. The execution, delivery and performance of this Agreement by Vendor have been duly
authorized by all necessary action on the part of Vendor and constitute the legal, valid and
binding obligations of Vendor, enforceable against Vendor in accordance with their respective
terms.
b. Title, License and Operating Condition. Vendor has good and marketable
title to all of the Equipment. All of the Equipment is free and clear of any restrictions on or
conditions to transfer or assignment, and City will acquire absolute title to all of the Equipment
free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims,
covenants, conditions and restrictions except for such as may be created or granted by City. All
of the Equipment is in good operating condition, is free of any defects, and is in conformity with
1
the specifications, descriptions, representations and warranties set forth in the Agreement
Documents. Vendor is aware that City is purchasing the Equipment for use as Traffic Safety
and Bridge Lighting, and that City is relying on the warranties of the Vendor that the
Equipment is fit for this purpose and the ordinary purposes for which the Equipment is normally
used.
c. Full Disclosure. None of the representations and warranties made by
Vendor in this Agreement contains or will contain any untrue statements of a material fact, or
omits to state a material fact necessary to make the statements made, in light of the
circumstances under which they were made, riot misleading.
5. TIME OF DELIVERY
The date and time of delivery of the Equipment shall be on or before August 15, 2012.
6. PLACE OF DELIVERY
The Equipment shall be delivered to the following location: City of Temecula
Maintenance Facility, 43200 Business Park Drive, Temecula, CA.
7. TITLE AND RISK OF LOSS
Title to and the risk of loss, damage and destruction of the Equipment shall remain with
the Vendor until after inspection and acceptance of the Equipment by City.
8. INSPECTION AND ACCEPTANCE
City shall inspect the Equipment at the time and place of delivery. Such inspection may
include reasonable tests and use of the Equipment by City. If, in the determination of City, the
Equipment fails to conform to the Agreement IN ANY MANNER OR RESPECT, City shall so
notify Vendor within ten (10) days of delivery of the Equipment to City. Failing such notice, the
Equipment shall be deemed accepted by City as of the date of receipt.
9. REJECTION
In the event of such notice of non -conformity by City pursuant to the section entitled
"Acceptance" above, City may, at its option, (1) reject the whole of the Equipment, (2) accept
the whole of the Equipment, or (3) accept any commercial unit or units of the Equipment and
reject the remainder. The exercise of any of the above options shall be "without prejudice" and
with full reservation of any rights and remedies of City attendant upon a breach. In the event of
such notice and election by City, City agrees to comply with all reasonable instructions of
Vendor and, in the event that expenses are incurred by City in following such instructions,
Vendor shall indemnify City in full for such expenses.
10. NO REPLACEMENTS OF CURE
This Agreement calls for strict compliance. Vendor expressly agrees that both the
Software tendered and the tender itself will conform fully to the terms and conditions of the
Agreement on the original tender. In the event of rejection by City of the whole of the Software
or any part thereof pursuant to the section entitled "Rejection" above, City may, but is riot
required to, accept any substitute performance from Vendor or engage in subsequent efforts to
affect a cure of the original tender by Vendor.
2
11. MAINTENANCE
Vendor shall maintain the Equipment in accordance with the terms of the maintenance
schedule attached hereto as Exhibit D, and incorporated herein by this reference as though set
forth in full. In performing the maintenance of the Equipment, Vendor shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in providing
similar services as are required of Vendor hereunder in meeting its maintenance obligations
under this Agreement.
12. INDEMNIFICATION
Vendor agrees to defend, indemnify, protect, and hold harmless, the City of Temecula,
Temecula Community Services District, and/or the Successor Agency to the Temecula
Redevelopment Agency, and its officers, officials, employees, agents, and volunteers, from and
against any and all claims, demands, losses, defense costs or expenses, actions, liability or
damages of any kind and nature which the City of Temecula, Temecula Community Services
District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers,
agents, employees, and volunteers may sustain or incur or which may be imposed upon them
for injury to or death of persons, or damage to property arising out of Vendor's negligent or
wrongful acts or omissions arising out of or in any way related to the Work or the Vendor's
performance or non-performance of this Agreement, excepting only liability out of the sole
negligence of the City of Temecula, Temecula Community Services District, and/or the
Successor Agency to the Temecula Redevelopment Agency.
13. AGREEMENT DOCUMENTS
a. This Agreement includes the following documents, which are by this
reference incorporated herein and made a part hereof:
• Description of Equipment 1 Scope of Work (from the Request for
Proposal (RFP)), attached hereto as Exhibit A
• Response/Quotation to the Request for Proposal (RFP), attached
hereto as Exhibit B
• Copy of RFP, attached hereto as Exhibit C
b. In the event any term or condition of the Agreement Documents conflicts
with or is contradictory to any term or condition of the Agreement, the terms and conditions of
this Agreement are controlling.
c. In the event of a conflict in terms between this Agreement, the Request
for Proposal (RFP) and/or the Vendor's response to the RFP, this Agreement shall prevail over
the RFP and the Vendor's response to the RFP.
14. REMEDIES
The remedies and rights conferred on the City by this Agreement are in addition to and
cumulative with all other remedies and rights accorded the City under law or equity.
15. SURVIVAL OF RERESENTATIONS AND WARRANTIES
All representations, warranties, covenants and agreements of the parties contained in
this Agreement shall survive the execution, delivery and performance of this Agreement.
3
16. LEGAL RESPONSIBILITIES
The Vendor shall keep itself informed of State and Federal laws and regulations which in
any manner affect those employed by it or in any way affect the performance of its service
pursuant to this Agreement. The Vendor shall at all times observe and comply with all such
laws and regulations. The City, and its officers and employees, shall not be liable at law or in
equity occasioned by failure of the Vendor to comply with this section.
17. ASSIGNMENT
The Vendor shall not assign the performance of this Agreement, nor any part thereof,
nor any monies due hereunder, without prior written consent of the City. This Agreement shall
be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal
representatives, successors and assigns. Upon termination of the Agreement, Vendor's sole
compensation shall be payment for actual equipment received.
18. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by any court of final
jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed
to remain fully valid, enforceable, and binding on the parties.
19. PROHIBITED INTEREST
No officer, or employee of the City of Temecula that has participated in the development
of this agreement or its approval shall have any financial interest, direct or indirect, in this
Agreement, the proceeds thereof, the Vendor, or Vendor's sub -Contractors for this project,
during his/her tenure or for one year thereafter. The Vendor hereby warrants and represents to
the City that no officer or employee of the City of Temecula that has participated in the
development of this agreement or its approval has any interest, whether contractual, non -
contractual, financial or otherwise, in this transaction, the proceeds thereof or in the business of
the Vendor or Vendor's sub -Contractors on this project. Vendor further agrees to notify the City
in the event any such interest is discovered whether or not such interest is prohibited by law or
this Agreement.
20. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the
subject matter hereof and thereof and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties, whether oral or written. No supplement,
modification or amendment of this Agreement or the Agreement Documents shall be binding
unless executed in writing by all the parties. No waiver of any of the provisions of this
Agreement or the Agreement Documents shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making the waiver.
21. NOTICES
Any notices which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a
reputable document delivery service, such as but not limited to, Federal Express, that provides
4
a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified
mail, postage prepaid, return receipt requested, addressed to the address of the party as set
forth below or at any other address as that party may later designate by Notice. Notice shall be
effective upon delivery to the addresses specified below or on the third business day following
deposit with the document delivery service or United States Mail as provided above.
Mailing Address: City of Temecula
Attn: City Manager
P.O. Box 9033
Temecula, CA 92589-9033
Use this Address for a Delivery Service: City of Temecula
or Hand -Deliveries ONLY Attn: City Manager
41000 Main Street
Temecula, CA 92590
To Consultant:
22. EFFECTS OF HEADINGS
Tanko Lighting
Jason Tanko
903 Palou Avenue
San Francisco, CA 94124
The subject headings of the sections and subsections of this Agreement are included for
convenience only and shall not affect or be considered in the construction or interpretation of
any of its provisions.
23. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed by, the laws of the
State of California as applied to contracts that are executed and performed entirely in California.
The City and Vendor understand and agree that the laws of the State of California shall govern
the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the
interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the
municipal, superior, or federal district court with geographic jurisdiction over the City of
Temecula. In the event such litigation is filed by one party against the other to enforce its rights
under this Agreement, the prevailing party, as determined by the court's judgment, shall be
entitled to reasonable attorney fees and litigation expenses for the relief granted.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of the Vendor warrants and
represents that he or she has the authority to execute this Agreement on behalf of the Vendor
and has the authority to bind the Vendor to the performance of its obligation hereunder. The
City Manager is authorized to enter into an amendment on behalf of the City to make the
following non -substantive modifications to the agreement: (a) name changes; (b) extension of
time; (c) non -monetary changes in scope of work; (d) agreement termination.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
5
Jim Terry, National Sales Director
CITY OF TEMECULA
TANKO STREETLIGHTING, DBA TANKO
LIGHTING
(Two Signatures of corporate officers required unless corporate
documents authorize only one person to sign the agreement on
behalf of the corporation.)
By: By:
Chuck Washington, Mayor
ATTEST:
By: By:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney VENDOR
Jason Tanko, President
Tanko Streetlighting Inc. dba Tanko Lighting
Jason Tanko
903 Palou Avenue
San Francisco, CA 94124
(415) 254-7966
(415) 822-3626
Jason@tankolighting.com
PM Initials:
Date:
6
EXHIBIT A
DESCRIPTION OF EQUIPMENT and/or SCOPE OF WORK (from RFP)
7
EXHIBIT B
RESPONSE/QUOTATION TO THE REQUEST FOR PROPOSAL (RFP)
8
EXHIBIT C
COPY OF RFP
9
4000K Roadway Induction Luminaire
With Cutoff Optics
GUIDE SPECIFICATIONS
Roadways and Parking Lots
B
A
1. The luminaire shall be PowerLux Model PP85/840/120/PEC/TEM and PP85 /840/277/PEC/TEM
using QL 85W 4000K QL Induction System for 120V or 200-277V operation or a City approved
equal.
2. The induction QL system shall have a proven 100,000 hours rated life and with a CRI>80 and being
in the market since 1992.
3. The luminaire shall have IP65 quality and consist of a heavy duty corrosion resistant powder coated
die-cast aluminum top part housing which can be open from the luminaire housing for easy
maintenance.
4. The optical system shall include secured safety tempered lens. The optical assembly shall include an
inner reflector which provides an IES full cut-off distribution.
5. The luminaire shall be pre -wired and shall contain a thermally shielded induction generator with
plug-in connectors for easy replacement and sustainable operation.
6. The housing must include a safety power switch to shut off power automatically when the door is
open. All latches exposed to exterior shall be stainless steel.
7. The luminaire shall have a Power Coupler mounted on the inner reflector with an independent
thermal shield for sustainable operation.
8. The Luminaire shall be suitable for maximum 2.375 inch diameter pipe entry for horizontal
luminaire mounting with angle adjustment and post top mount positions with stainless steel fixing
accessories.
9. The luminaire shall have tapped holes available for installing photocell receptacle (photocell
receptacle and control are optional).
10. The luminaire shall be made in the U.S. by a U.S. manufacturer with no less than 13 years of
successful and proven installed induction lighting projects experience in the U.S. with successful
records. The manufacturer is not in any legal law suits and using unlawful patent infringement
components.
11. The luminaire shall be listed by UL.
12. The luminaire shall be certified by induction lighting system manufacturer, QL Company and
qualified for a Ten Year Limited Warranty.
13. The above information must be presented at the same time as the price quotation: otherwise the
quotation cannot be accepted.
14. Proposed substitutions of products will not be reviewed or approved prior to awarding of the
contract. The contractor shall pay all costs incurred.
r
;' TankoLighting
7/3/2012
Proposal In Response to RFP No. 182
Traffic Safety and Bridge Lighting Retrofit Program, Project No. PW12-08
Tanko Lighting
Jason Tanko
903 Palou Ave.,
San Francisco, CA
(415) 254-7579
Jason@tankolighting.com
1
Description
Quantity
Cost per unit
Cost of Total
85W, 120V Tanko Lighting Induction Cobra Head
Street Light Fixture with cut-off optics, flat glass
lens, 4000K color Temp., and gray finish
Part 14 EW-3870-250im-85-1-T3-FL1-1-4-BG *
285
$ 280.00
$ 79 800.00
85W, 240V Tanko Lighting Induction Cobra Head
Street Light Fixture with cut-off optics, flat glass
lens, 4000K color Temp., and gray finish
Part# EW-3870-250im-85-3-T3-FL1-1-4-BG *
185
$ 280.00
$ 51,800.00
Subtotal
$ 131,600.00
*Also available in Multi -tap (120V-
277VAC) for the same price, $280.00
per unit.
Delivery Cost
$ 0.00
Applicable Tax (7.75%)
$ 10,199.00
Grand Total
$ 141,799.00
Tanko Lighting will provide all equipment specified in this RFP # 182 by August 15,
2012.
Also included in this bid (separate attachment):
Page 2:
Page 3 & 4:
Page 5:
Tanko Lighting's certificate of compliance to section 6-1.07
Tanko Lighting's Cut Sheet for submitted equal (EW -3870...).
Tanko Lighting's response to Exhibit A, Guide Specifications
r
747 TankoLighting
•
'r TankoLighting
Buy American Act Compliance
* ' RECOVERY GOV
Tanko Streetlighting Services' products are made in the USA and meet the guidelines
established under the Buy American Act.
Tanko Streetlighting Services currently operates a 12,000 square foot state-of-the-art facility in
a designated economic enterprise zone in San Francisco, California. All fixtures are assembled
using documented US labor, with technicians earning well above both federal and local
minimum wage.
As an Original Equipment Manufacturer (OEM), Tanko Streetlighting Services performs
engineering, assembly, wiring, testing, and inspection of all fixtures in its San Francisco facility.
Tanko Streetlighting Services is proud that its products are made in the USA and comply with
the Buy American Act.
For any questions, please contact: Jason Tanko, President; 415.254.7579;
jason@tankolighting.com.
Tanko Lighting 903 Palou Avenue, San Francisco, CA 94124
2
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'r' TankoLighting
TankoLighting
Induction Fixtures
Applications
• Highways/Arterials • Docks/Piers
• Residential Roadways • Remote I Rural Locations
• Pedestrian Walkways • High Crime Areas
• Parking Lots • Security Lighting
Features
• Wattage range: 35 - 200W
• Extremely long life (100,000 hours)
• 10 -year warranty
• Die-cast aluminum housing with electrostatic powder -coated
surface for minimum corrosion and extended life
• Maximum strength, clear and tempered glass lens
• Internal bulb -changing structure ensures good
sealing and dust prevention
• Specially -designed reflector for optimal light distribution
• Universal two bolt slipfitter
• Mounting: up to 2 inch arm
• Fits up to 150W induction lamp
• Induction lamp included
• Rated for wet locations
• Terminal block and NEMA photocell receptacle
Fixtures are
Made in USA
903 Palou Avenue, San Francisco, CA 94124 (888) 688-3999 (415) 254-7579 www. tankolighting.com
ARRA Compliant
3
,I
" T' TankoLighting
Cost Savings
Save up to $80 per year per light;
$1,200 over the product's lifetime.'
Energy Savings
Up to 560 kilo -watt hours/year;
8,400 kilo -watt hours over product's lifetime.
Greenhouse Gas (CO2) Reduction
Tanko Lighting Cobra Head Specifications
Up to 868 lbs/yr; 13,020 lbs. over the product's lifetime - about
as much CO2 as the average passenger car produces in 8
months of driving.2
'Savings based on replacement of 250W High Pressure Sodium
Light or 250W Metal Halide with 135W Induction Lamp.
2Savings based on U.S. average 1.55 lbs CO2 per kwh, 11,560
lbs COs per passenger car per year.
Model
Radio Frequency
35W
2.68 mhz
40W
2.68mhz
50W
2.68 mhz
65W
2.68 mhz
7000
2.68 mhz
85W
2.68mhz
100W
2.66 mhz
120W
2.68 mhz
135W
2.68 mhz
15050
2,68 mhz
165W'
268 mnz
200W'
2.68 mhz
Rated Power
35W
40W
50W
6598
7000
85W
100W
120W
135W
150W
I65W
200W
C87e71(22014
0.16A
0.18A
a23A
0.308
0.323
0.393
0466
0.566
0.630
0.70A
0.770
0.915
Pinar Facmr
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
Starting Tme
<0.5s
<0.5s
<0.5s
<0,5s
<0.5s
<0.5s
<0.5s
<0.5s
<0Ss
<0.5s
<05s
< 05s
Luminous Flus
245087
200087
35001m
4650 I
4900m
5950141
70001m
84051m
945000
1050000
115501m
140001m
CCT
2.7006,5000
2,700.6,5006
2,700£,5006
2.70136,500 I(
2,700-6,000 I(
2,700-6.500 I(
2,700.6,5000
2,700.6,5000
2,700-6,500 I(
2,703,6,500 I(
2,700-6500 I(
27006,5000
CRI
>80
080
>80
>80
>80
>80
'60
080
>80
>80
>80
>80
Rated Product Lie
100,000 hr
100,0001r
100,000 hr
100000 hr
100,001 hr
100,000 hr
100,000 hr
100,005 hr
100,000h,
100,0110 hr
100.000 hr
100,000 hr
Note: This wattage is an "A" -sty e lamp'
Ordering Information
(Example: EW-3870-250pd-
50-2-T2-RI 2 -2 -4 -RG)
EW 3870
Wattage
35: 35w 100: 100w
40: 40w 120: 120w
50: 50w 135: 135w
65:65w 150:150w
70: 70w 165:165,
85: 85w 200: 200w
Series
250pd: Small Housing,
Power Door Mounted Driver
2501m: Small Housing,
Internal Mounted Driver
400pd: Large Housing,
Power Door Mounted Driver
4001m: Large Housing,
Infernal Mounted Driver
Optics
01: IES Type I
T2: IES Type II
03: IES Type III
T4: IES Type IV
05: IES Type V
Voltage
1: 120 5: Multi -Tap'
2:208 •Multi -Tap
3:240 available
4:277 upfo85w
Options
1: None
2: PER Receptacle
3: PER Receptacle and Shortng Cap
4: PER Receptacle and Photocell
PER and Cell are Twist Lock Style
Lens
BL: Bowl Lens. Semi Cut -o0
1 • Polycarbonate
2 - Acrylic
3 - Glass
FL: Flat Lens, Full Gut -off
1 - Glass
SL': Sag Lens required for small
housing if full cut-off selected
1- Glass
'SL71ens meets cut -o7
requirements of Dark Skies
Finish
BG: Battleship Gray
(standard)
CF: Custom Finish
(optional)
Color
Temperature
2: 2,700 - 2,9000
3: 3,200 - 3,500K
4: 4,000 - 4,500K
5: 5,000 - 5,500K
6: 6,000 - 6,500K
4
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Tr' TankoLighting
7/3/2012
Tanko Lighting will meet all specifications from RFP # 182 below or exception is indicated.
5
1. The Luminaire shall be PowerLux Model PP85/840/120/PEC/TEM and
PP85/840/277/PEC/TEM using QL 85W 4000K QL Induction System for 120V or 200-277V
operation or a City approved equal. [Exception: Tanko Lighting is proposing equal using 85W
4000K QL Induction System].
2. The Induction QL system shall have a proven 100,000 hours rated life and with a CRI >80 and
being in the market since 1992. [We take exception to being on the market since 1992. Tanko
lighting's induction system has been on the market for ten years. Our system operates at the same
frequency and design as the Philips system. We have at least 25,000 Induction street light fixtures
installed currently. We have had past installations at the following locations: 1) Ontario, CA (300
Fixtures); 2) Pasadena (2,000 Fixtures); 3) Pomona (4,400 Fixtures); 4) Inglewood (800
Fixtures); 5) Fairfield (8,000 Fixtures); these are just examples showing our reliability, coverage
and solid design.]
3. The luminaire shall have IP65 quality and consist of a heavy duty corrosion resistant powder
coated die-cast aluminum top part housing which can be open from the luminaire housing for
easy maintenance. [Exception: Tanko Lighting housing is designed to open from the bottom. All
other aspects of specification 3 are met by Tanko Lighting's proposed luminaire.]
4. The optical system shall include secured safety tempered lens. The optical assembly shall
include an inner reflector which provides an IES full cut-off distribution. (Fixture illustrated does
not comply with full cut-off specifications, due to sag lens shown in picture; Tanko Lighting's
equal will provide flat lens and full cut-off optics). Tanko Lighting complies.
5. The luminaire shall be pre -wired and shall contain a thermally shielded induction generator
with plug-in connectors for easy replacement and sustainable operation. Tanko Lighting
complies.
6. The housing must include a safety power switch to shut off power automatically when the
door is open. All latches exposed to exterior shall be stainless steel. [Exception: Since Tanko
Lighting housing is designed to be opened from the bottom, a safety power switch is not
necessary. All other aspects of specification 6 are met by Tanko Lighting's proposed luminaire.]
7. The luminaire shall have a power coupler mounted on the inner reflector with an independent
thermal shield for sustainable operation. Tanko Lighting complies.
8. The luminaire shall be suitable for maximum 2.375 inch diameter pipe entry for horizontal
luminaire mounting with angle adjustment and post top mount positions with stainless steel fixing
accessories. Tanko Lighting complies.
9. The luminaire shall have tapped holes available for installing photocell receptacle (photocell
receptacle and control are optional). [Exception: photo -cell receptacles come standard with our
fixture unless omitted by request.]
10. The luminaire shall be made in the U.S. by a U.S. manufacturer with no less than 13 years of
successful and proven installed induction lighting projects experience in the U.S. with successful
records. The manufacturer is not in any legal law suits and using unlawful patent infringement
components. [Exception: Tanko Lighting has been in business for 9 years.]
11. The luminaire shall be listed by UL. Tanko Lighting complies.
12. The luminaire shall be certified by induction lighting system manufacturer, QL Company and
qualified for a Ten Year Limited warranty. Tanko Lighting complies.
•
ra144
1989
'
CITY OF TEMECULA
CAI I FON'," IA
REQUEST FOR PROPOSAL (RFP) NO.182
Traffic Safety and Bridge Lighting
Retrofit Program
Project No. PW12-08
Filing Deadline: 4:00 pm, July 3, 2012
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CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
REQUEST FOR PROPOSAL (RFP) NO.182
Traffic Safety and Bridge Lighting
Retrofit Program
Project No. PW12-08
INTRODUCTION & PROJECT DESCRIPTION
The City of Temecula (City), Public Works Department, is requesting a cost proposal from to
supply the City of Temecula with 285 - 120v/85w Induction Luminaires (Cobra Head), 185 -
240v/85w Induction Luminaires (Cobra Head), including delivery of the equipment to the City of
Temecula Maintenance Facility.
PROPOSAL REQUIREMENTS
PROPOSAL (Upload to General Attachments)
Upload a one sheet proposal that include the following:
• Company information and Contact Person
• Cost of 285 — 120v/85w Induction Luminaire
• Cost of 185 — 240v/85w Induction Luminaire
• Delivery Cost
• Applicable Taxes
• Total Cost, Clearly Shown
GENERAL INFORMATION
o Filing Deadline: Tuesday July 3, 2012 at 4:00 PM
o Participation in this RFP requires that the company be a registered vendor with the City
of Temecula. Information and registration is available through the City's website at
http://www. citvoftemecula.orq/Temecula/Government/Finance/Purchasing.htm. Any
addenda, questions/answers, or additional information will be distributed through this
website. Only registered vendors can view and obtain (download) information.
o PROPOSALS must be uploaded in PDF (Portable Document Format) prior to the filing
deadline. It is the proposer's responsibility to ensure that their documents are properly
uploaded onto the City's online bid management system. Proposals that are missing
R:.ADMINISTRATION1PR000REMENT\RFP \RFP 182 TRAFFIC SAFETY AND BRIDGE LIGHTING RETROFIT PROGRAM\RFP for Bridge Lighting gb AA.doc
pages, cannot be opened, etc. may be considered unresponsive. Hard copies will not
be accepted. It is the proposer's sole responsibility to contact the City's online bid
management provider (PlanetBids at 818-992-1771) to resolve any technical issues.
o The City reserves the right to accept or reject any or all proposals received in response
to this bid, to waive minor irregularities, to negotiate with any qualified source, or cancel
in whole or in part this bid if it is in the best interest of the City to do so, and to take all
proposals under advisement for a period of 90 days. All equipment must be furnished
by August 15, 2012. If a Vendor cannot supply the number of luminaires specified by
August 15, 2012, the City may negotiate with other Vendor's to fulfill the number
required. The City may at its sole discretion, award the purchase in whole, or in part, to
one or more Vendors.
• THIS PROJECT IS SUBJECT TO THE "BUY AMERICA" PROVISION OF THE
AMERICAN RECIVERY AND REINVESTMENT ACT, SEE EXHIBIT "B".
o Point of Contact: Chris White, City of Temecula, 951.308-6388 or
chris.whiteAcityoftemecula.orq. All Requests for Information (RFI's) shall be submitted
through PlanetBids.
1. CERTIFICATE OF COMPLIANCE
A Certificate of Compliance, conforming to the provisions in Section 6-1.07, "Certificates of
Compliance," of the Caltrans Standard Specifications, shall be furnished. The certificate(s), in
addition to certifying that the materials comply with the specifications, shall also specifically
certify that all manufacturing processes for the materials occurred in the United States, except
for the exceptions allowed herein.
2. PURCHASING PROVISIONS AND DEADLINES
The City reserves the right to accept or reject any or all proposals received in response to this
bid, to waive minor irregularities, to negotiate with any qualified source, or cancel in whole or in
part this bid if it is in the best interest of the City to do so, and to take all proposals under
advisement for a period of 90 days. All equipment must be furnished by August 15, 2012. If
a Vendor cannot supply the number of luminaires specified by August 15, 2012, the City may
negotiate with other Vendor's to fulfill the number of luminaires required. The City may at its sole
discretion, award the purchase in whole, or in part, to one or more Vendors.
3. DESCRIPTION OF ITEMS
285 -120 VOLT/85 WATT INDUCTION LUMINAIRE (Cobra Head)
185 - 240 VOLT/85 WATT INDUCTION LUMINAIRE (Cobra Head)
The Vendor shall furnish 120 Volt /85 Watt Induction Luminaires and 240 Volt /85 Watt Induction
Luminaires that conform to the Guide Specifications for 4000K Roadway Induction Luminaires
with Cutoff Optics as shown on Exhibit "A."
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RFP SELECTION SCHEDULE (tentative)
1 Issuance of RFP JUNE 20, 2012
2. Deadline for filing RFP JULY 3, 2012
ATTACHMENTS:
Exhibit A Guide Specifications
Exhibit B Federal Specifications - American Recovery and Reinvestment Act Provisions
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CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS
EXHIBIT "A" - GUIDE SPECIFICATIONS
FOR
TRAFFIC SAFETY AND BRIDGE LIGHTING RETROFIT PROGRAM
PROJECT NO. PW12-08
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4000K Roadway Induction Luminaire
With Cutoff Optics
GUIDE SPECIFICATIONS
Roadways and Parking Lots
e
A
` r_ D
1. The luminaire shall be PowerLux Model PP85/840/120/PEC/TEM and PP85 /840/277/PEC/TEM
using QL 85W 4000K QL Induction System for 120V or 200-277V operation or a City approved
equal.
2. The induction QL system shall have a proven 100,000 hours rated life and with a CRI>80 and being
in the market since 1992.
3. The luminaire shall have IP65 quality and consist of a heavy duty corrosion resistant powder coated
die-cast aluminum top part housing which can be open from the luminaire housing for easy
maintenance.
4. The optical system shall include secured safety tempered lens. The optical assembly shall include an
inner reflector which provides an IES full cut-off distribution.
5. The luminaire shall be pre -wired and shall contain a thermally shielded induction generator with
plug-in connectors for easy replacement and sustainable operation.
6. The housing must include a safety power switch to shut off power automatically when the door is
open. All latches exposed to exterior shall be stainless steel.
7. The luminaire shall have a Power Coupler mounted on the inner reflector with an independent
thermal shield for sustainable operation.
8. The Luminaire shall be suitable for maximum 2.375 inch diameter pipe entry for horizontal
luminaire mounting with angle adjustment and post top mount positions with stainless steel fixing
accessories.
9. The luminaire shall have tapped holes available for installing photocell receptacle (photocell
receptacle and control are optional).
10. The luminaire shall be made in the U.S. by a U.S. manufacturer with no less than 13 years of
successful and proven installed induction lighting projects experience in the U.S. with successful
records. The manufacturer is not in any legal law suits and using unlawful patent infringement
components.
11. The luminaire shall be listed by UL.
12. The luminaire shall be certified by induction lighting system manufacturer, QL Company and
qualified for a Ten Year Limited Warranty.
13. The above information must be presented at the same time as the price quotation: otherwise the
quotation cannot be accepted.
14. Proposed substitutions of products will not be reviewed or approved prior to awarding of the
contract. The contractor shall pay all costs incurred.
CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS
EXHIBIT "B" - AMERICAN RECOVERY AND REINVESTMENT ACT PROVISIONS
FOR
TRAFFIC SAFETY AND BRIDGE LIGHTING RETROFIT PROGRAM
PROJECT NO. PW12-08
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RECOVERY. GOV
American Recovery and Reinvestment Act (ARRA)
ADDENDUM TO AGREEMENT FOR
TRAFFIC SAFETY AND BRIDGE LIGHTING RETROFIT PROGRAM
In the event of a conflict between the terms and conditions of this Agreement and the
American Recovery and Reinvestment Act ("ARRA") provisions, the ARRA provisions shall
govern.
Failure to comply with the ARRA provisions shall constitute a material breach of this
Agreement and may result in Contractor's/Consultant's termination for cause.
Buy American
The Contractor/Consultant and all subcontractors/subconsultants shall comply with
Section 1605 of ARRA, which mandates that no ARRA funds shall be used for the purchase of
iron, steel or manufactured goods which have been manufactured outside the United States for
construction, maintenance, repair or alteration of any public building or public works, unless an
exception set forth in Section 1605 allows such purchase and a determination approving a waiver
of the requirement has been obtained and the excepted materials have been described in the
Agreement.
ARRA Exceptions to the Buy American requirement include:
1. Production in the United States of the iron or steel used in the project requires that
all manufacturing processes must take place in the United States, except
metallurgical processes involving refinement of steel additives. (2 CFR §
176.70(a)(2)(i).)
2. There is no requirement with regard to the origin of components or
subcomponents in manufactured goods used in the Project, as long as the
manufacturing occurs in the United States. (2 CFR § 176.70(a)(2)(ii).)
Unless otherwise specifically noted in the Contract Documents, Contractor shall perform
the work assuming the applicability of the Buy American Requirement. The Federal department
or agency granting the ARRA funds for this Project may waive the Buy American Requirement
only upon a finding that:
1. Applying subparagraph (a) would be inconsistent with the public interest (2 CFR
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§ 176.80(a)(1);
2. Iron, steel, and the relevant manufactured goods are not produced in the United
States in sufficient and reasonably available quantities and of a satisfactory
quality (2 CFR §176(a)(2)); or
3. Inclusion of iron, steel, and manufactured goods produced in the United States
will increase the cost of the overall project by more than twenty-five percent
(25%) (2 CFR §176(a)(3)).
Davis -Bacon Act (DBA) Requirement
Contractor and all subcontractors shall comply with Section 1606 of ARRA, which
requires that all laborers and mechanics employed by Contractors and subcontractors on projects
funded directly by or assisted in whole or in part by and through the Federal Government
pursuant to ARRA shall be paid wages at rates not less than those prevailing on projects of a
character similar in the locality as determined by the Secretary of Labor in accordance with
subchapter IV of chapter 31 of title 40, United States Code.
Whistleblower Protection
Contractor/Consultant and all subcontractors/subconsultants shall comply with Section
1553 of ARRA, which provides that employees of any non -Federal employer receiving ARRA
funds may not be discharged, demoted, or otherwise discriminated against as a reprisal for
disclosing information that the employee reasonably believes is evidence of gross
mismanagement, gross waste, a substantial and specific danger to public health or safety, abuse
of authority, or violations of law related to contracts or grants using ARRA funds.
Posting with the Local Employment Security Commission
Contractor/Consultant is encouraged to post with the local Employment Security
Commission Office, California Employment Development Department, 800 Capitol,
Sacramento, California 94280, all trades/disciplines which Contractor/Consultant intends to
employ as a result of this Agreement. Labor and semi -skilled trades should be posted for at least
forty-eight (48) hours prior to a hiring decision. All other trades should be posted a minimum of
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five (5) calendar days prior to a hiring decision. The Contractor/Consultant and any
subcontractor/subconsultant should report all new hires in the manner prescribed by the
Employment Security Commission and the Office of Economic Recovery & Reinvestment.
Employment Eligibility Verification
Contractor/Consultant and its subcontractors/subconsultants represent and warrant that all
employees and laborers employed on the project are legally authorized under the laws of the
United States of America and the State of California to perform work on the project. At the
City's request, Contractor/Consultant and its subcontractors/subconsultants shall provide
documentation verifying eligibility.
Rebates, Kickbacks or Other Unlawful Consideration
Contractor/Consultant warrants that this Agreement was not obtained or secured
through rebates, kickbacks or other unlawful consideration, either promised or paid to any
City employee. For breach or violation of this warranty, City shall have the right in its
discretion, to terminate the Agreement without liability, to pay only for the value of the
work actually performed, or to deduct from the contract price, or otherwise recover the full
amount of such rebate, kickback or other unlawful consideration.
Access to Information
In accordance with Section 902 of ARRA, the U.S. Comptroller General and their
representatives shall have the authority to do the following:
1. To examine any records of the contractor or any of its subcontractors, or any State
or local agency administering such contract, that directly pertain to, and involve
transactions relating to, the contract or subcontract; and
2. To interview any officer or employee of the Contractor/Consultant or any of its
subcontractors/subconsultants, or of any State or local government agency
administering the Agreement, regarding such transactions.
Accordingly, the Comptroller General and their representatives shall have the authority
and rights as provided under Section 902 of ARRA with respect to this Agreement, which is
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funded with funds made available under ARRA. Section 902 further states that nothing in
this section shall be interpreted to limit or restrict in any way any existing authority of the
Comptroller General.
In accordance with Section 1515(a) of the ARRA of 2009, the Inspector General and
their representatives shall have the authority to examine any records or interview any employee
or officers working under this Agreement. The Contractor/Consultant is advised that
representatives of the Inspector General have the authority to examine any record and interview
any employee or officer of the Contractor/Consultant, its subcontractors or other firms working
under this Agreement. Section 1515(b) further provides that nothing in this section shall be
interpreted to limit or restrict in any way any existing authority of an Inspector General.
Debarment and Suspension Certification
Contractor's/Consultant's signature affixed to this Agreement, shall constitute a
certification under penalty of perjury under the laws of the State of California, that the
Contractor/Consultant has complied with Title 49, Code of Federal Regulations, Part 29,
Debarment and Suspension Certificate, which certifies that Contractor/Consultant or any person
associated therewith in the capacity of owner, partner, director, officer, or manager, is not
currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by
any federal agency, has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years, does not have a proposed
debarment pending, and has not been indicted, convicted, or had a civil judgment rendered
against it by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years. Any exception to this certification must be disclosed
to the City.
Exceptions will not necessarily result in denial of recommendation for award, but will be
considered in determining Contractor/Consultant responsibility. Disclosure must include to
whom exceptions apply, initiating agency, and dates of action.
Nondiscrimination
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During Contractor's/Consultant's performance of this Agreement, Contractor/Consultant
shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry,
age, physical disability, mental disability, medical condition, including the medical condition of
Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status,
sex, or sexual orientation, in the selection and retention of employees and subcontractors and the
procurement of materials and equipment, except as provided in Section 12940 of the California
Government Code. Further, Contractor/Consultant agrees to conform to the requirements of the
Americans with Disabilities Act in the performance of this Agreement.
Prohibition of Expending City, State or Federal Funds for Lobbying
Contractor/Consultant certifies by signing this Agreement to the best of his or her
knowledge and belief that:
1. No federal appropriated funds have been paid or will be paid, by or on behalf of
the undersigned, to any person for influencing or attempting to influence an
officer or employee of any federal agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection
with the awarding of any federal contract, the making of any federal grant, the
making of any federal loan, the entering into of any cooperative agreement, and
the extension, continuation, renewal, amendment, or modification of any federal
contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any federal agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with this federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form -LLL, "Disclosure of Lobbying Activities," in accordance with its
instructions.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a prerequisite
for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less
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than $10,000 and not more than $100,000 for each such failure.
Contractor/Consultant also agrees by affixing its signature hereto that it shall require that
the language of this certification be included in all lower -tier subcontracts, which exceed
$100,000 and that all such sub -recipients shall certify and disclose accordingly.
Publication
Contractor/Consultant agrees that information concerning this Agreement will be
published on the Internet, including the City's website, www.cityoftemecula.org, and the federal
website, www.recovery.gov, which is maintained by the Federal Recovery Accountability and
Transparency Board ("FRATB"). The FRATB may exclude posting contractual or other
information on the website on a case-by-case basis when necessary to protect national security or
to protect information that is not subject to disclosure under Sections 552 and 552a of Title 5,
United States Code.
Local Hiring
City seeks to maximize the economic benefits of ARRA funded investments in its
communities. In furtherance of the City's goal, Contractor/Consultant agrees to use its best
efforts to employ laborers who reside in the local community to perform work on the project.
Subcontractors/Subconsultants
1. Nothing contained in this Agreement or otherwise, shall create any contractual
relation between the City and any subcontractors/subconsultants, and no subcontract
shall relieve the Contractor/Consultant of its responsibilities and obligations
hereunder. Contractor/Consultant agrees to be as fully responsible to the City for the
acts and omissions of its subcontractors/subconsultants and of persons either directly
or indirectly employed by any of them as it is for the acts and omissions of persons
directly employed by Contractor/Consultant. The Contractor's/Consultant's obligation
to pay its subcontractors/subconsultants is an independent obligation from the City's
obligation to make payments to the Contractor/Consultant.
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2. Any subcontract entered into as a result of this Agreement shall contain all of the
ARRA provisions stipulated in this Agreement, and shall require
subcontractors/subconsultants to invoice work performed with ARRA funds
separately from work performed with other funding sources, so as to avoid
commingling of the funding sources.
3. Contractor/Consultant shall pay its subcontractors/subconsultants within ten (10)
calendar days from receipt of each payment made to the Contractor/Consultant by the
City.
4. Any substitution of subcontractors/subconsultants must be approved in writing by the
City's Contract Manager in advance of assigning work to a substitute
subcontractor/subconsultant.
Disadvantaged Business Enterprise (DBE) Participation
1. This Agreement is subject to 49 CFR, Part 26 entitled "Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs." Contractors/Consultants who obtain DBE participation on this
Agreement will assist Caltrans in meeting its federally mandated statewide overall
DBE goal.
2. If the contract has an under-utilized DBE (UDBE) goal, the Contractor/Consultant
must meet the UDBE goal by using UDBEs as subcontractor/subconsultant or
document a good faith effort to meet the goal. If a UDBE
subcontractor/subconsultant is unable to perform, the Contractor/Consultant must
make a good faith effort to replace it with another UDBE subcontractor/subconsultant
if the goal is not otherwise met. A UDBE is a firm meeting the definition of a DBE
as specified in 49 CFR and is one of the following groups:
1. Black American
2. Asian-Pacfic American
3. Native American
4. Women
3. DBE and other small businesses, as defined in 49 CFR, Part 26 are encouraged to
participate in the performance of agreements financed in whole or in part with federal
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funds. The Contractor/Consultant, subrecipient or subcontractor/subconsultant shall
not discriminate on the basis of race, color, national origin, or sex in the performance
of this Agreement. The Contractor/Consultant shall carry out applicable requirements
of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements.
Failure by the Contractor/Consultant to carry out these requirements is a material
breach of this Agreement, which may result in the termination of this Agreement or
such other remedy as the recipient deems appropriate.
4. Any subcontract entered into as a result of this Agreement shall contain all of the
provisions of this section.
Performance of DBE Contractors/Consultants and other DBE
Subcontractors/Subconsultants and Suppliers
A DBE performs a commercially useful function when it is responsible for execution of
the work of the Agreement and is carrying out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a commercially useful function, the
DBE must also be responsible with respect to materials and supplies used on the Agreement, for
negotiating price, determining quality and quantity, ordering the material, and installing (where
applicable) and paying for the material itself. To determine whether a DBE is performing a
commercially useful function, evaluate the amount of work subcontracted, industry practices;
whether the amount the firm is to be paid under the Agreement is commensurate with the work it
is actually performing, and other relevant factors.
A DBE does not perform a commercially useful function if its role is limited to that of an
extra participant in a transaction, Agreement, or project through which funds are passed in order
to obtain the appearance of DBE participation. In determining whether a DBE is such an extra
participant, examine similar transactions, particularly those in which DBEs do not participate.
If a DBE does not perform or exercise responsibility for at least thirty percent of the total
cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the
work of the Agreement than would be expected on the basis of normal industry practice for the
type of work involved, it will be presumed that it is not performing a commercially useful
function.
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Prompt Payment of Funds Withheld to Subcontractors/Subconsultants
No retainage will be withheld by the City from progress payments due the prime
Contractor/Consultant. Retainage by the prime Contractor/Consultant or
subcontractors/subconsultants is prohibited, and no retainage will be held by the prime
Contractor/Consultant from progress due subcontractors/subconsultants. Any violation of this
provision shall subject the violating prime consultant or subcontractor/subconsultant to the
penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business
and Professions Code. This requirement shall not be construed to limit or impair any contractual,
administrative, or judicial remedies otherwise available to the prime Contractor/Consultant or
subcontractor/subconsultant in the event of a dispute involving late payment or nonpayment by
the prime Contractor/Consultant or deficient subcontract performance, or noncompliance by a
subcontractor/subconsultant. This provision applies to both DBE and non -DBE prime
consultants and subcontractors/subconsultants. Any subcontract entered into as a result of this
Agreement shall contain all of the provisions of this section.
DBE Records
1. Contractor/Consultant shall maintain records of materials purchased and/or supplied
from all subcontracts entered into with certified DBEs. The records shall show the
name and business address of each DBE or vendor and the total dollar amount
actually paid each DBE or vendor, regardless of tier. The records shall show the date
of payment and the total dollar figure paid to all firms. DBE prime
Contractors/Consultants shall also show the date of work performed by their own
forces along with the corresponding dollar value of the work.
2. Upon completion of the Agreement, a summary of these records shall be prepared and
submitted on the form entitled, "Final Report -Utilization of Disadvantaged Business
Enterprises (DBE)," CEM -2402F (Exhibit 17-F in Chapter 17 of the LAPM),
certified correct by the Contractor/Consultant or the Contractor's/Consultant's
authorized representative and shall be furnished to the Contract Manager with the
final invoice. Failure to provide the summary of DBE payments with the final
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invoice will result in twenty-five percent (25%) of the dollar value of the invoice
being withheld from payment until the form is submitted. The amount will be
returned to the Contractor/Consultant when a satisfactory "Final Report Utilization of
Disadvantaged Business Enterprises (DBE)"is submitted to the Contract Manager.
(a) Prior to the fifteenth of each month, the Contractor/Consultant shall
submit documentation to the City's Contract Manager showing the amount
paid to DBE trucking companies. The Contractor/Consultant shall also
obtain and submit documentation to the City's Contract Manager showing
the amount paid by DBE trucking companies to all firms, including
owner -operators, for the leasing of trucks. If the DBE leases trucks from a
non -DBE, the Contractor/Consultant may count only the fee or
commission the DBE receives as a result of the lease arrangement.
(b) The Contractor/Consultant shall also submit to the City's Contract
Manager, documentation showing the truck number, name of owner,
California Highway Patrol CA number, and if applicable, the DBE
certification number of the truck owner for all trucks used during that
month. This documentation shall be submitted on the Caltrans Monthly
DBE Trucking Verification, CEM -2404(F) form provided to the
Contractor/Consultant by the City's Contract Manager.
DBE Certification and De -certification Status
If a DBE subcontractor/subconsultant is decertified during the life of the Agreement, the
decertified subcontractor/subconsultant shall notify the Contractor/Consultant in writing with the
date of de -certification. If a subcontractor/subconsultant becomes a certified DBE during the life
of the Agreement, the subcontractor/subconsultant shall notify the Contractor/Consultant in
writing with the date of certification. Any changes should be reported to the City's Contract
Manager within thirty (30) days.
Materials or supplies purchased from DBEs will count towards DBE credit, and if a DBE
is also a UDBE, purchases will count towards the UDBE goal under the following conditions:
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1. If the materials or supplies are obtained from a DBE manufacturer, one hundred
percent (100%) of the cost of the materials or supplies will count toward the DBE
participation. A DBE manufacturer is a firm that operates or maintains a factory
or establishment that produces on the premises, the materials, supplies, articles, or
equipment required under the Agreement and of the general character described
by the specifications.
2. If the materials or supplies purchased from a DBE regular dealer, count sixty
percent (60%) of the cost of the materials or supplies toward DBE goals. A
regular dealer is a firm that owns, operates or maintains a store, warehouse, or
other establishment in which the materials, supplies, articles or equipment of the
general character described by the specifications and required under the
Agreement, are bought, kept in stock, and regularly sold or leased to the public in
the usual course of business. To be a regular dealer, the firm must be an
established, regular business that engages, as its principal business and under its
own name, in the purchase and sale or lease of the products in question. A person
may be a regular dealer in such bulk items as petroleum products, steel, cement,
gravel, stone or asphalt without owning, operating or maintaining a place of
business provided in this section.
3. If the person both owns and operates distribution equipment for the products, any
supplementing of regular dealers' own distribution equipment, shall be by a long-
term lease agreement and not an ad hoc or Agreement -by -Agreement basis.
Packagers, brokers, manufacturers' representatives, or other persons who arrange
or expedite transactions are not regular dealers within the meaning of this section.
4. Materials or supplies purchased from a DBE, which is neither a manufacturer nor
a regular dealer, will be limited to the entire amount of fees or commissions
charged for assistance in the procurement of the materials and supplies, or fees or
transportation charges for the delivery of materials or supplies required on the job
site, provided the fees are reasonable and not excessive as compared with fees
charged for similar services.
For DBE trucking companies: credit for DBEs will count towards DBE credit, and if a
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DBE is also a UDBE, credit will count towards the UDBE goal under the following conditions:
1. The DBE must be responsible for the management and supervision of the entire
trucking operation for which it is responsible.
2. The DBE must itself own and operate at least one fully licensed, insure, and
operational truck used on the Agreement.
3. The DBE receives credit for the total value of the transportation services it
provides on the Agreement using trucks it owns, insures, and operates using
drivers it employs.
4. The DBE may lease trucks from another DBE firm including an owner -operator
who is certified as a DBE. The DBE who leases trucks from another DBE
receives credit for the total value of the transportation services the lessee DBE
provides on the Agreement.
5. The DBE may also lease trucks from a non -DBE firm, including an owner -
operator. The DBE who leases trucks from a non -DBE is entitled to credit
only for the fee or commission it receives as a result of the lease arrangement.
The DBE does not receive credit for the total value of the transportation services
provided by the lessee, since these services are not provided by the DBE.
6. For the purposes of this section, a lease must indicate that the DBE has exclusive
use and control over the truck. This does not preclude the leased truck from
working for others during the term of the lease with the consent of the DBE, as
long as the lease gives the DBE absolute priority for use of the leased truck.
Leased trucks must display the name and identification number of the DBE.
Reporting Requirements
Contractor/Consultant is notified that this project/program will be funded with American
Recovery and Reinvestment Act of 2009 (hereinafter, "ARRA") Funds. The
Contractor/Consultant shall ensure that all subcontracts and other contracts for goods and
services for an ARRA-funded project include the mandated provisions of this directive in their
contracts. Title XV, Section 1512 of ARRA requires that the Contractor/Consultant provide
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RECOVERY. GOV
reports and other employment information as evidence to document the number of jobs created
or jobs retained for this Agreement from the Contractor's/Consultant's own workforce and any
sub-contractors/sub-consultants. No direct payment will be made for providing said reports, as
the cost for same shall be included in the various bid items/cost proposals in the bid/proposal.
Jobs Reporting Appendix
Contractor/Consultant shall submit information about how many jobs were created or
retained with each invoice. The format should be how many person -hours of work are included
within the invoice for all work that can be counted or measured. This can be reported to the City
on the frequency they desire, but no later than time of invoice submittal. City in turn will
provide the information on job creation to the appropriate agency with each reimbursement
request.
Contractor's/Consultant's invoice shall include a statement about the person -hours of work
reflected in the invoice. Contractor/Consultant should require of subcontractors similar estimates
to be included in the reporting with the invoice such that the invoice includes a fair and
reasonable estimate of the jobs created or retained by the services represented in the invoice.
The following describes the general guidelines for jobs reporting:
■ Contractor/Consultant is required to report an estimate of jobs directly created or
retained by project and activity or contract. City will report on the employment
impact of sub -recipients of ARRA funds. Contractor/Consultant should not
attempt to report on the employment impact on materials suppliers (so called
"indirect" jobs) or on the local community ("Induced" jobs).
• A job created is a new position created or filled; a job retained is an existing
position that would not have been continued were it not for ARRA funding. Only
compensated employment should be reported.
• The number of jobs should be expressed as full-time equivalents (FTEs) which is
calculated as total hours worked in jobs created or retained divided by the number
of hours in a full-time schedule (40 hours per week). The default value for hours
worked in a quarter is 520.
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RECOVERY. GOV
• A brief description of types of jobs created or retained should be provided. The
narrative should include a brief description of the types of jobs created or
retained. This description may rely on job titles, broader labor categories, or the
Contractor's/Consultant's existing practice for describing jobs as long as the
terms used are widely understood and describe the general nature of the work.
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TEMECULA COMMUNITY
SERVICES DISTRICT
Item No. 9
ACTION MINUTES
of
June 26, 2012
City Council Chambers, 41000 Main Street, Temecula, California
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
The Temecula Community Services District Meeting convened at 8:20 P.M.
CALL TO ORDER: President Jeff Comerchero
ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero
CSD PUBLIC COMMENTS
None.
CSD CONSENT CALENDAR
18 Action Minutes — Approved Staff Recommendation (4-0-1, Director Edwards
absent) Director Naggar made the motion; it was seconded by Director
Washington; and electronic vote reflected approval, with Director Edwards
absent.
RECOMMENDATION:
18.1 Approve the action minutes of June 12, 2012.
19 Agreement with Melody's Ad Works, Inc. for Promoting and Marketing Special Events in
Old Town for Fiscal Year 2012-13 — Approved Staff Recommendation (4-0-1,
Director Edwards absent) Director Naggar made the motion; it was seconded by
Director Washington; and electronic vote reflected approval, with Director
Edwards absent.
RECOMMENDATION:
19.1 Approve the Agreement with Melody's Ad Works, Inc. in the amount of $43,000
for services provided in promoting and marketing Special Events in Old Town for
Fiscal Year 2012-13.
20 Second Amendment to the Window Cleaning Services Agreement with Clear Image
Window Cleaning for Fiscal Year 2012-13 — Approved Staff Recommendation (4-0-1,
Director Edwards absent) Director Naggar made the motion; it was seconded by
Director Washington; and electronic vote reflected approval, with Director
Edwards absent.
RECOMMENDATION:
20.1 Approve the Second Amendment with Clear Image Window Cleaning for routine
window cleaning maintenance services in the amount of $20,000 for Fiscal Year
2012-13.
21 Fifth Amendment with Tremco/Weatherproofing Technologies, Inc. — Approved Staff
Recommendation (4-0-1, Director Edwards absent) Director Naggar made the
motion; it was seconded by Director Washington; and electronic vote reflected
approval, with Director Edwards absent.
RECOMMENDATION:
21.1 Approve the Fifth Amendment with Tremco/Weatherproofing Technologies, Inc.
to extend the term of the agreement to September 30, 2012, and make minor
changes to the agreement.
22 Amendment to various Community Service District Fees — Approved Staff
Recommendation (3-0-1-1, Director Edwards absent, Director Comerchero
abstaining on items relating to the Children's Museum) Director Naggar made the
motion; it was seconded by Director Washington; and electronic vote reflected
approval, with Director Edwards absent, and Director Comerchero abstaining on
items relating to the Children's museum.
RECOMMENDATION:
22.1 Adopt a resolution entitled:
RESOLUTION NO. CSD 12-05
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA
AMENDING CERTAIN TCSD RESOLUTIONS ESTABLISHING VARIOUS
COMMUNITY SERVICES DISTRICT FEES
CSD PUBLIC HEARING
23 Adoption of the Fiscal Year 2012-13 Annual Operating Budget — Approve staff
recommendation with the exception of anything dealing with the Children's
Museum (4-0-1, Director Edwards absent) Director Naggar made the motion; it
was seconded by Director Roberts; and electronic vote reflected approval, with
Director Edwards absent.
Approve staff recommendation only in regards to the Children's Museum. (3-0-2,
Director Edwards and President Comerchero absent, as President Comerchero
left the Chambers.)
RECOMMENDATION:
23.1 Adopt a resolution entitled:
CSD DEPARTMENTAL REPORT
24 Community Services Department Monthly Report
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGER REPORT
CSD BOARD OF DIRECTORS REPORTS
CSD ADJOURNMENT
At 8:35 P.M., the Temecula Community Services District meeting was formally adjourned to
Tuesday, July 10, 2012, at 5:30 PM, for a Closed Session, with regular session commencing at
7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California.
Jeff Comerchero, President
ATTEST:
Susan W. Jones, MMC
City Clerk/District Secretary
[SEAL]
Item No. 10
Approvals
City Attorney
Chief Financial Officer
City Manager
07-e-r-
iltd
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TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Aaron Adams, Executive Director of Community Services
DATE: July 10, 2012
SUBJECT: Agreement with The Shortstop for Concession Services at the Patricia H.
Birdsall Sports Park
PREPARED BY: Barbara Smith, Senior Management Analyst
RECOMMENDATION: Approve an Agreement with The Shortstop for concession services
at the Patricia H. Birdsall Sports Park.
BACKGROUND: On June 22, 2010 the Temecula Community Services District (TCSD)
entered into an agreement with Stadium Pizza Redhawk, LLC to provide concession services at the
Patricia H. Birdsall Sports Park (PHBSP). This was a two-year agreement with two one-year
extensions. In May 2012 the TCSD was notified, by the vendor, that they would exercise their 90 -
day termination clause and relinquish their agreement. In order to prepare and process a Request
for Proposal (RFP) for a new concessionaire, Stadium Pizza Redhawk agreement's term was
extended to July 31, 2012.
The RFP was released on PlanetBids on June 8, 2012. Three businesses, all located in Temecula,
submitted proposals. A panel of experts reviewed, evaluated and rated the proposals and it was
unanimously determined that The Shortstop was the best qualified proponent to provide concession
services at Patricia H. Birdsall Sports Park.
The Shortstop owners Greg and Lauren Stiles have restaurant and concession service experience.
Their proposed menu will include a daily special that provides a "healthy alternative" to the standard
concession offerings. The Shortstop and TCSD have agreed upon a maintenance schedule for the
concession equipment and eating area, both prior to their start of operations and during their term
as concessionaire. Due to the Stiles' knowledge of the PHBSP facility and park activities, they will
quickly and easily transition into providing concession services.
This is an exclusive agreement to provide food and non-alcoholic beverages from the concession
area at PHBSP seven days a week and extended hours during special events. The TCSD reserves
the right to contract with other food vendors in areas outside of the concession section for special
events. If approved, the agreement will be in effect July 10, 2012 and the concessionaire will begin
service as soon as possible but no later than August 1, 2012.
The TCSD will receive 10.25% of the gross revenues generated from sales at the PHBSP which
was the highest percentage proposed by all three proponents.
FISCAL IMPACT: Revenues generated will be 10.25% of gross sales. Staff estimates
the TCSD revenues to be approximately $10,000 annually.
ATTACHMENTS: Agreement
FOOD AND BEVERAGE SALES AGREEMENT BETWEEN
TEMECULA COMMUNITY SERVICES DISTRICT AND
GREG AND LAUREN STILES D/B/A THE SHORTSTOP
FOR THE PATRICIA H. BIRDSALL SPORTS PARK
THIS AGREEMENT is made and effective as of July 10, 2012, between the
Temecula Community Services District, a municipal corporation ("City") and Greg and Lauren
Stiles d/b/a The Shortstop ("Concessionaire"). In consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:
1. RECITALS. This Agreement is made with respect to the following facts
and for the following purposes, which each of the parties acknowledge being true and correct:
a. The City has constructed and operates the Patricia H. Birdsall
Sports Park. The Sports Park includes sports fields, play equipment, picnic facilities and a food
concession area.
b. The Patricia H. Birdsall Sports Park's current contracted
concessionaire will relinquish their contract with the City as of July 31, 2012.
c. City circulated a request for proposal for the food concession
services at the Patricia II. Birdsall Sports Park; following receipt and evaluation of the responses,
a Concessionaire was selected to provide high quality food and beverage services in the Food
Concession Area.
d. City desires to have a Concessionaire, and Concessionaire desires,
to provide for the sale of high quality food and beverages at the Patricia H. Birdsall Sports Park
from the Food Concession Area.
2. Definitions. As used in this Agreement the following words and phrases
shall be defined as follows:
a. "City Supplied Equipment" shall mean the equipment provided by
the City for the operation of the food and beverage sales operation as described in Exhibit A, City
Supplied Equipment.
b. "Concessionaire Supplied Equipment" shall mean such equipment
as is necessary for the providing of food and beverage sales as required by this Agreement,
except for the City Supplied Equipment.
c. "City Manager" shall mean the City Manager of the City of
Temecula or his or her designee.
d. "Food Concession Area" shall mean that portion of the Sports Park
designated as the food concession area which is described and depicted on Exhibit B, Food
1
Concession Area.
e. "Gross Receipts" is hereby defined to mean receipt of all sales
from all items sold by concessionaire at the Patricia H. Birdsall Sports Park and during sporting
special events at Ronald Reagan Sports Park. Gross receipts shall include all cash and other
things of value received by concessionaire for all items sold by the concessionaire. Gross
receipts shall not include deductions from franchise, capital stock or other taxes based upon
income or profits. No deduction shall be allowed for uncollected or uncollectible installment or
credit accounts. However, sales taxes pursuant to Section 7200 et seq of the Revenue and
Taxation Code shall not be included in Gross Receipts.
f. "Sports Park" shall mean the Patricia H. Birdsall Sports Park
located at 32380 Deer Hollow Way, Temecula, California.
g.
"City" shall mean the Temecula Community Services District.
3. EXCLUSIVE AGREEMENT FOR FOOD AND BEVERAGE SALES
AT FOOD CONCESSION AREA. Concessionaire shall have an exclusive agreement to
provide for the sale of high quality food and beverages from the Food Concession Area to
patrons of the Sports Park and members of the public in accordance with the terms of this
Agreement. If Concessionaire is unable to provide additional services for special events the City
reserves the right to contract with other food vendors in areas of the Sports Park outside of the
Food Concession Area. The City shall provide notice to the Concessionaire one (1) week prior to
each Special Event.
4. MAINTENANCE OF EQUIPMENT AND PHYSICAL PLANT OF
FOOD CONCESSION AREA
a. The City shall provide equipment for the operation of the food and
beverage sales operation as described in Exhibit A, City Supplied Equipment. The City shall
review and approve the routine cleaning and maintenance schedule of the City Supplied
Equipment, in accordance with applicable law and standard commercial food handling practices
in Exhibit C. Concessionaire shall maintain the City Supplied Equipment in good working order.
In the event of City Supplied Equipment needs repair concession staff shall contact PHBSP staff.
The City shall replace items of the City Supplied Equipment when the equipment cannot be
repaired; provided, however, Concessionaire shall be responsible for the repair or replacement of
City Supplied Equipment damaged or destroyed by the negligent or willful acts of
Concessionaire or its employees or agents, excepting normal wear and tear. Concessionaire shall
use only licensed appliance repair companies as listed in Exhibit D, which are approved by the
City, for any routine maintenance or repairs of the City Supplied Equipment.
b. Concessionaire shall provide such equipment as is necessary for
providing food and beverage sales as required by this Agreement, except for the City Supplied
Equipment. At the termination or expiration of this Agreement, the City shall have the option,
but not the obligation, to purchase the Concessionaire Supplied Equipment at its then fair market
value.
2
c. City shall arrange for and be responsible for the timely payment of
electricity, water, gas, security system and exterior pest control for the Food Concession Area.
d. Concessionaire shall arrange for and be responsible for all other
services within the Food Concession Area necessary and convenient for the sales of food and
beverages as required by this Agreement, including, but not limited to, telephone and
telecommunications facilities and lines, interior pest control and interior custodial services.
During hours of concession operations, the concession staff shall provide periodic cleaning of the
Food Concession Area, including but not limited to the picking up of trash and wiping of tables
and seating. Concessionaire staff shall clean concession area prior to closing each day.
e. All signage for the Concessionaire's food and beverage operation
at the Food Concession Area, including sign content, shall be approved in writing by the City
Manager prior to placement. The name of the facility shall be "The Shortstop."
5. FOOD AND BEVERAGE SALES OPERATIONAL
REQUIREMENTS. In performing the services required by this Agreement, Concessionaire
shall comply with the following operational requirements:
a. Concessionaire shall provide quality food and beverages at the
Food Concession Area during the following hours: (1) Monday through Friday from 3:00 p.m. to
9:00 p.m.; and (2) Saturday and Sundays from 8:00 a.m. to 8:00 p.m. Changes to these hours
shall be provided upon the prior written approval of the Concessionaire and the City Manager.
On Memorial Day Weekend concession services shall be provided at Ronald Reagan Sports Park
and Concessionaire shall obtain all required health permits and licenses for that site.
b. City Manager shall approve in writing the Menu and Price Lists,
Exhibit E. Concessionaire's prices for food and beverages shall not exceed the prices on this
approved list. Concessionaire shall not sell gum, seeds and peanuts, beer, wine or other
alcoholic beverages as part of its concession service. Food and beverage price list can be
adjusted with the mutual approval of the City Manager and Concessionaire.
c. Concessionaire shall at all times faithfully, competently and to the
best of its ability, experience and talent, perform all services described herein. Concessionaire
shall provide staff to receive all deliveries and be available during all equipment service or
maintenance calls that are requested by Concessionaire. Concessionaire shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in providing
similar high quality food and beverage services as are required of Concessionaire in meeting its
obligations under this Agreement.
d. Concessionaire shall, at its own cost and expense, procure and
keep in force during the term of this Agreement all necessary permits and licenses and shall
require any subcontractors to have all necessary permits and licenses during the course of the
term of the Agreement, including, without limitation: (1) City of Temecula business license; (2)
County of Riverside Health Department food handler permits; and (3) California State Board of
Equalization sellers permit.
3
e. Concessionaire shall be responsible for the payment of all
applicable taxes for products or services under its control, including without limitation, any
possessory interest tax which might be imposed, and for the maintenance of appropriate records
showing payment of taxes. Concessionaire shall pay and discharge before delinquency all taxes
and assessments, if any, which may be levied during the term of the Agreement as a result of
Concessionaire's operations. Concessionaire shall not permit any liens to be asserted against
City's property during the term of this Agreement.
f. Employees of Concessionaire shall at all times be neatly and
cleanly uniformed at no expense to City. The style and colors of uniforms for employees shall be
approved by the City Manager.
g. Concessionaire shall train and closely supervise all employees so
that they are aware of and continually practice high standards of cleanliness, courtesy and
service. Concessionaire's employees shall follow all applicable sanitary practices, rules and
requirements governing restaurant employees. Concessionaire's employees shall at all times
reflect personal cleanliness and neatness. Unkempt and unclean employees will not be tolerated
by the City. The City shall provide written notice regarding any unkempt and unclean employees
to the Concessionaire.
h. Concessionaire's employees shall not, either by act or language,
offend or disturb patrons of normal sensitivity during the course of providing services at the
Sports Park. Concessionaire's employees shall not interfere with a program or special event
presented at the Sports Park. The City Manager shall be the sole judge in the determination of
such matters.
i. To the extent required by law, Concessionaire's employees shall be
fingerprinted and undergo the State required background check for working in a public park.
j. Concessionaire shall provide an adequate number of personnel to
properly service and attend to the patrons.
k. Concessionaire shall respond promptly to all complaints from
patrons and shall report to City on each complaint and the resolution thereof. If City believes a
complaint to be of a serious nature, City shall notify Concessionaire in writing. Concessionaire
shall respond to such notification within four (4) calendar days.
1. Not less than once each calendar quarter during the first year of the
term of this Agreement, the City Manager and Concessionaire shall meet to discuss the operation
of the food and beverage services and the financial viability of the operation.
m. All promotions with other food vendors or any subcontracts shall
be approved in advance and in writing by the City Manager.
n. Concessionaire shall allow City Staff access to the Food
Concession area as necessary or convenient to the City to insure compliance with the terms of
this Agreement.
4
6. TERM.
a. This Agreement shall commence by July 31, 2012 pursuant to the
vacation of the current concessionaire and shall remain and continue in effect until June 30,
2014, unless sooner terminated or extended pursuant to the provisions of this Agreement. City
shall have the right to extend this Agreement for three (3) one-year periods with the first
beginning on July 1, 2014 and the second beginning on July 1, 2015 and the third beginning on
July 1, 2016. City and Concessionaire shall exercise its option to extend the Agreement on or
before April 1 of the year of expiration.
7. PAYMENT TO THE CITY.
a. Concessionaire shall sell its food and beverages to patrons of the
Sports Park and members of the public from the Food Concession Arca. City shall not be
required to pay or otherwise compensate Concessionaire for providing food and beverage
services at the Sports Park.
b. For the privilege of operating the Food Concession Area pursuant
to the terms of this Agreement, Concessionaire shall pay to the City 10.25% percent of the Gross
receipts of the Concessionaire from its sales pursuant to this Agreement. Said sum shall be paid
to the City within ten (10) calendar days following the end of each calendar quarter.
c. Concessionaire shall maintain a system of books and records in
accordance with generally accepted accounting principles showing all Concessionaires' revenues
received in connection with the sales of food and beverages pursuant to this Agreement. The
City Manager shall review and approve the system of books and records and shall be authorized
to require the preparation and maintenance of additional accounting records and reports. Said
records shall be kept for not less than three (3) years after the expiration of the term of this
Agreement and any extensions thereof. City and its authorized agents may inspect or audit such
books and records at any time during regular business hours upon one (1) business days' notice.
If a City audit uncovers an underreporting of Gross Receipts in the amount of five percent (5%)
or more during a one year period, Concessionaire shall pay the City's costs in performing the
audit.
d. Prior to the commencement of the term of this Agreement,
Concessionaire shall provide the City with a check for one thousand dollars ($1,000.00) which
will be deposited into a non-interest bearing account. If Concessionaire defaults in payments to
the City or any of the terms, provisions, covenants and conditions of this Agreement, City may
use, apply, or retain the whole or any part of this security for any payment due to the City of any
expenses or payment in default or for any other sum which the City may spend or be required to
spend by reason of Concessionaire's default. The security deposit or any balance remaining of
the security deposit, less any deductions per this subsection, shall be returned to Concessionaire,
without interest, within fourteen (14) days of the termination or expiration of this Agreement. In
the event City uses part or all of the security deposit as provided herein, Concessionaire shall
replenish the security deposit in the amount used within ten (10) days of notice from City. City
may require, at any time that the security deposit be increased in proportion to the amount that
5
minimum monthly rent or payment has increased.
8. TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause,
terminate this Agreement, or any portion hereof, by serving upon the Concessionaire at least
ninety (90) calendar days prior written notice. Upon receipt of said notice, the Concessionaire
shall continue to provide the services required by this Agreement, unless the notice provides
otherwise.
b. Concessionaire may at any time, for any reason, with or without
cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the City at
least ninety (90) calendar days prior written notice. Upon receipt of said notice, the
Concessionaire shall continue to provide the services required by this Agreement, unless the City
Manager otherwise agrees in writing.
c. In the event this Agreement is terminated pursuant to this Section,
the Concessionaire shall pay to the City the amounts which may be due to the City under this
Agreement through the time of termination.
9. DEFAULT OF CONCESSIONAIRE.
a. Concessionaire's failure to comply with the provisions of this
Agreement shall constitute a default.
b. If the City Manager determines that Concessionaire is in default in
the performance of any of the terms or conditions of this Agreement, he or she shall serve the
Concessionaire with written notice of the default. Concessionaire shall have (10) days after
service upon it of said notice in which to cure the default by rendering a satisfactory
performance. In the event that the Concessionaire fails to cure its default within such period of
time, the City shall have the right, notwithstanding any other provision of this Agreement, to
terminate or suspend this Agreement without further notice and without prejudice to any other
remedy to which it may be entitled at law, in equity or under this Agreement.
c. In the event the City Manager determines that Concessionaire's
default poses an immediate risk to the health or safety of patrons of the park, the Food
Concession Facility or the public, he may suspend the Agreement without prior written notice to
Concessionaire. Upon such immediate suspension, the City Manager shall initiate the default
procedures set forth in this Section.
d. The City and Concessionaire agree that waiver by the City or
Concessionaire of any breach or violation of any term or condition of this Agreement shall not be
deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent
breach or violation of the same or any other term or condition.
10. INDEMNIFICATION. The Concessionaire agrees to defend, indemnify, protect
and hold harmless the City of Temecula, Temecula Community Services District, and/or the
6
Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and
volunteers from and against any and all claims, demands, losses, defense costs or expenses,
including attorney fees and expert witness fees, or liability of any kind or nature which the City
of Temecula, Temecula Community Services District, and/or the Successor Agency to the
Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or
incur or which may be imposed upon them for injury to or death of persons, or damage to
property arising out of Concessionaire's negligent or wrongful acts or omissions arising out of or
in any way related to the performance or non-performance of this Agreement, excepting only
liability arising out of the negligence of the City of Temecula, Temecula Community Services
District, and/or the Successor Agency to the Temecula Redevelopment Agency.
11. INSURANCE REQUIREMENTS. Concessionaire shall procure and maintain
for the duration of the contract insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the work hereunder by
the Concessionaire, its agents, representatives, or employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability form No. CG
00 01 11 85 or 88.
2) Insurance Services Office Business Auto Coverage form CA 00 01
06 92 covering Automobile Liability, code 1 (any auto). If the Concessionaire owns no
automobiles, a non -owned auto endorsement to the General Liability policy described above is
acceptable.
3) Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance. If the Concessionaire has no employees while
performing under this Agreement, worker's compensation insurance is not required, but
Concessionaire shall execute a declaration that it has no employees.
b. Minimum Limits of Insurance. Concessionaire shall maintain limits no less
. than:
1) General Liability: One million ($1,000,000) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability Insurance
or other form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
2) Automobile Liability: One million ($1,000,000) per accident for
bodily injury and property damage.
3) Worker's Compensation as required by the State of California;
Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000).
d. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
7
1) The City of Temecula, the Temecula Community Services District,
the Successor Agency to the Temecula Redevelopment Agency, their officers, officials,
employees and volunteers are to be covered as insured's, as respects: liability arising out of
activities performed by or on behalf of the Concessionaire; products and completed operations of
the Concessionaire; premises owned, occupied or used by the Concessionaire; or automobiles
owned, leased, hired or borrowed by the Concessionaire. The coverage shall contain no special
limitations on the scope of protection afforded to the City of Temecula, the Temecula
Community Services District, and the Successor Agency to the Temecula Redevelopment
Agency, their officers, officials, employees or volunteers.
2) For any claims related to this project, the Concessionaire's
insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula
Community Services District, the Successor Agency to the Temecula Redevelopment Agency,
their officers, officials, employees and volunteers. Any insurance or self-insured maintained by
the City of Temecula, Temecula Community Services District, and/or the Successor Agency to
the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be
excess of the Concessionaire's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City of
Temecula, the Temecula Community Services District, and the Successor Agency to the
Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees
or volunteers.
4) The Concessionaire's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
5) Each insurance policy required by this agreement shall be endorsed
to state in substantial conformance to the following: If the policy will be canceled before the
expiration date the insurer will notify in writing to the City of such cancellation not less than
thirty (30) days' prior to the cancellation effective date.
6) If insurance coverage is canceled or, reduced in coverage or in
limits the Concessionaire shall within two (2) business days of notice from insurer phone, fax,
and/or notify the City via certified mail, return receipt requested of the changes to or cancellation
of the policy.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self-
insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coverage. Concessionaire shall furnish the City with
original endorsements effecting coverage required by this clause. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements
are to be on forms provided by the City. All endorsements are to be received and approved by
the City before work commences. As an alternative to the City's forms, the Concessionaire's
insurer may provide complete, certified copies of all required insurance policies, including
endorsements affecting the coverage required by these specifications.
8
12. INDEPENDENT CONTRACTOR.
a. Concessionaire is and shall at all times remain as to the City a
wholly independent Contractor. The personnel performing the services under this Agreement on
behalf of Concessionaire shall at all times be under Concessionaire's exclusive direction and
control. Neither City nor any of its officers, employees, agents, or volunteers shall have control
over the conduct of Concessionaire or any of Concessionaire's officers, employees, or agents
except as set forth in this Agreement. Concessionaire shall not at any time or in any manner
represent that it or any of its officers, employees or agents are in any manner officers, employees
or agents of the City. Concessionaire shall not incur or have the power to incur any debt,
obligation or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Concessionaire in
connection with the performance of this Agreement. Except for the rights of Concessionaire as
provided in the Agreement, City shall not pay salaries, wages, or other compensation to
Concessionaire for performing services hereunder for City. City shall not be liable for
compensation or indemnification to Concessionaire for injury or sickness arising out of
performing services hereunder.
13. LEGAL RESPONSIBILITIES. Concessionaire shall keep itself
informed of all applicable local, State and Federal laws, ordinances, and regulations which in
any manner affect those employed by it or in any way affect the performance of its obligations
pursuant to this Agreement. Concessionaire shall at all times observe and comply with all such
ordinances, laws and regulations. The City, and its officers and employees, shall not be liable
for any failure of the Concessionaire to comply with this section.
14. RELEASE OF INFORMATION.
a. All information gained by Concessionaire in performance of this
Agreement shall be considered confidential and shall not be released by Concessionaire without
City's prior written authorization. Concessionaire, its officers, employees, agents or
subcontractors, shall not without written authorization from the City Manager or unless requested
by the City Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement or relating to any project or property located within the City. Response to
a subpoena or court order shall not be considered "voluntary" provided Concessionaire gives City
notice of such court order or subpoena.
b. Concessionaire shall promptly notify City should Concessionaire, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under or with respect to any project or property located within the City. City
retains the right be present at any deposition, hearing or similar proceeding. Concessionaire
agrees to cooperate fully with City and to provide City with the opportunity to review any
response to discovery requests provided by Concessionaire. However, City's right to review any
9
such response does not imply or mean the right or obligation by City to control, direct, or rewrite
said response.
15. NOTICES. Any notices which either party may desire to give to the other
party under this Agreement must be in writing and may be given either by (i) personal service,
(ii) delivery by a reputable document delivery service, such as but not limited to, Federal
Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United
States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of
the party as set forth below or at any other address as that party may later designate by Notice.
Notice shall be effective upon delivery to the addresses specified below or on the third business
day following deposit with the document delivery service or United States Mail as provided
above.
To CITY:
Use this Address for a Delivery Service:
or Hand -Deliveries ONLY
City of Temecula
Community Services District
Mailing Address:
P.O. Box 9033
Temecula, California 92589-9033
Attention: City Manager
City of Temecula
Community Services District
41000 Main Street
Temecula, CA 92590
Attention: City Manager
To CONCESSIONAIRE: The Shortstop
43523 Modena Drive
Temecula, CA 92592
Attention: Greg and Lauren Stiles
16. ASSIGNMENT. Due to the special services being performed by
Concessionaire pursuant to this Agreement, and the importance of providing quality food and
beverage services, Concessionaire shall not assign the performance of this Agreement, nor any
part thereof, nor any monies due hereunder, without prior written consent of the City Manager.
17. GOVERNING LAW; LITIGATION. The City and Concessionaire
understand and agree that the laws of the State of California shall govern the rights, obligations,
duties and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior,
or federal district court with geographic jurisdiction over the City of Temecula. In the event such
litigation is filed by one party against the other to enforce its rights under this Agreement, the
prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney
fees and litigation expenses for the relief granted.
18. PROHIBITED INTEREST. No officer, or employee of the City of
Temecula shall have any financial interest, direct or indirect, in this Agreement, the proceeds
10
thereof, the Concessionaire, or Concessionaire's sub -contractors, during his/her tenure or for one
year thereafter. The Concessionaire hereby warrants and represents to the City that no officer or
employee of the City of Temecula has any interest, whether contractual, non -contractual,
financial or otherwise, in this transaction, or in the business of the Concessionaire or
Concessionaire's sub -contractors for the services to be provided under this Agreement.
Concessionaire further agrees to notify the City in the event any such interest is discovered
whether or not such interest is prohibited by law or this Agreement.
19. ENTIRE AGREEMENT. This Agreement contains the entire
understanding between the parties relating to the obligations of the parties described in this
Agreement. All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged into this Agreement and shall be of no further force or
effect. Each party is entering into this Agreement based solely upon the representations set forth
herein and upon each party's own independent investigation of any and all facts such party deems
material.
20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or
persons executing this Agreement on behalf of Concessionaire warrants and represents that he or
she has the authority to execute this Agreement on behalf of Concessionaire and has the authority
to bind Concessionaire to the performance of its obligations hereunder.
21. EXHIBITS. The following Exhibits are attached to this Agreement and
incorporated herein as though set forth in full:
a. Exhibit A City Supplied Equipment
b. Exhibit B Food Concession Area
c. Exhibit C Maintenance Schedule
d. Exhibit D List of City Approved Contractors
e. Exhibit E Food Menu and Prices
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES GREG AND LAUREN STILES
DISTRICT D/B/A THE SHORTSTOP
By: By:
Robert C. Johnson, General Greg Stiles, Owner
Manager
ATTEST:
By: By:
Susan W. Jones, MMC, City Lauren Stiles, Owner
Clerk/District Secretary
APPROVED AS TO FORM:
Bv:
Peter M. Thorson, City Attorney CONCESSIONAIRE:
The Shortstop
Greg and Lauren Stiles
43523 Modena Drive
Temecula, CA 92592
951314-6259 — Greg Stiles
951541-6750 — Lauren Stiles
stileslauren@hotmail.com
PM Initials: 0 /� .
Date: 1/
12
EX111131T A
City Supplied Equipment
Commercial Refrigerator (reach -in)
Commercial Freezer (reach -in)
Ice Machine
Restaurant Range with Oven
Commercial Fryer
Three (3) Compartment Sink
Preparation Sink
Janitorial Floor Sink
Commercial Hot Water Heater
Hand Sink
13
Exhibit B
Patricia H. Birdsall Sports Park
March 2012 Aerial
100 150 200
Feet`
EXHIBIT C
Maintenance Schedule
Prior to The Shortstop beginning operations:
City:
Service the ice maker, freezer, refrigerator, fryers and grill including inspect and clean coils.
Inspect the concession building roof and remove where grease has collected.
The Shortstop:
Clean the interior of the concession building, wash the walls and ceiling where grease has
collected; clean the interior vents above both the fryers and the grill.
After The Shortstop operations has begun:
City:
Annually inspect the roof and remove any accumulated grease.
Repair city supplied equipment as needed.
Daily removal of trash, from the concession eating area, and taken to the dumpsters.
The Shortstop:
Daily — Wipe down counters, sweep floor, all trash will be taken to the dumpsters, clean
concession eating arca periodically through the day and prior to end of day.
Weekly — Clean mats, floors mopped, filters above fryers will be washed and the grease trap will
be emptied. Freezer and refrigerator will be cleaned out and wiped down.
Monthly — The steel cage above the fryer will be cleaned as will the ceiling and side walls.
Semi -Annually — Routine maintenance service will be conducted on all equipment including coil
cleaning and maintenance checks. Concession eating area patio will be power washed and
freezer will be defrosted.
This list can be administratively amended upon the mutual agreement between the City and The
Shortstop.
14
EXHIBIT D
List of City Approved Contractors
Mr. Appliance — Kitchen equipment (refer, freezer, ice maker, fryer, oven, etc.)
(951) 926-1353
Diamond Environmental — Grease trap pumping
(888) 744-7191
Craftsman Plumbing and Heating — Plumbing repairs and drain line clearing
(951) 676-6638
Computer Alert Systems — Alarm monitoring and repair
(951) 676-6880
Alpha Mechanical — HVAC maintenance and repair
(858) 279-1300
Wurm's Janitorial Services Inc. — Facility janitorial services
(951) 582-0003
Environmental Cleaning Solutions — Park restroom janitorial services
(714) 231-9645
This list can be administratively amended upon the mutual agreement between the City and The
Shortstop.
15
EXHIBIT E
Menu and Price List
Breakfast Items:
Breakfast Burritos (Hash browns, egg, bacon or sausage)
French Toast Sticks
Donuts or Muffin
Bagel/Cream Cheese
Oatmeal
Lunch/Dinner Items:
Burgers:
1/3 Pound Burger
Turkey Burger
With Cheese
Add Side order of fries
Chicken Strips
With French fries
Large Hot Dog
Add chili
Add cheese
Mini Corn Dogs
With French fries
Pizza (Slice)
Combo: 2 slice/drink
Whole pizza
French Fries (full order)
Tater Tots (full order)
Add chili
Add cheese
Additional Items:
Fresh Fruit
(apple. orange; banana)
Granola Bar
Bowl of Chili
Churros
Cup of Noodles
Bag of Chips
Ice Cream
Bag of Popcorn
Pickle
Assorted Candy
$1.00
$1.00
$2.50
$1.50
$1.50
$1.00
$1.00/$1.50
$1.50
$1.00
$1.00
Daily Specials varies
This list can be administratively
City and The Shortstop.
amended
$5.00
$2.50
$1.50
$2.50
$2.00
$5.00
$5.00
$5.50
$6.50
$4.00
$5.00
$3.00
$3.50
$4.00
$3.00
$4.00
$2.00
$5.00
$12.00
$3.00
$3.00
$ .50
$ .50
Drinks:
Apple Juice $1.50
Orange Juice $1.50
Soda & Powerade (20oz) $2.00
Coffee $1.50/ $2.50
Hot Chocolate $1.501$2.50
Slush Puppies $2.00
Water (23.7oz) $2.00
upon the mutual agreement between the
TEMECULA PUBLIC
FINANCING AUTHORITY
Item No. 11
ACTION MINUTES
of
November 22, 2011
City Council Chambers, 41000 Main Street, Temecula, California
TEMECULA PUBLIC FINANCING AUTHORITY
The Temecula Public Financing Authority convened at 8:08 P.M.
CALL TO ORDER: Chair Person Ron Roberts
ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar,
Washington, Roberts
TPFA PUBLIC COMMENTS
There were no public comments.
TPFA CONSENT CALENDAR
18 Action Minutes — Approved staff recommendation (5-0-0) — Agency Member
Washington made the motion; it was seconded by Agency Member Comerchero;
and electronic vote reflected unanimous approval.
RECOMMENDATION:
18.1 Approve the action minutes of July 26, 2011.
Item No. 19 was pulled from the Consent Calendar and was placed for discussion under
Agency Business.
AGENCY BUSINESS
19 Execution and Delivery of Lease Financing Documents relating to the Refinancing of the
2001 COPs and 2008 COPs — Approved staff recommendation (5-0-0) — Agency
Member Edwards made the motion; it was seconded by Agency Member
Washington; and electronic vote reflected unanimous approval.
R:1Minutes.tpfa1112211
RECOMMENDATION:
19.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 11-11
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY OF THE CITY OF TEMECULA
APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF
CERTAIN LEASE FINANCING DOCUMENTS IN CONNECTION WITH THE
REFUNDING OF THE CITY OF TEMECULA CERTIFICATES OF
PARTICIPATION (2001 CAPITAL IMPROVEMENT FINANCING PROJECT)
AND THE CITY OF TEMECULA CERTIFICATES OF PARTICIPATION (2008
TEMECULA CIVIC CENTER FINANCING PROJECT), AND AUTHORIZING
AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
TPFA BOARD OF DIRECTORS REPORTS
TPFA ADJOURNMENT
At 8:10 P.M., the Temecula Public Financing Authority meeting was formally adjourned to
Tuesday, December 13, 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.
Ron Roberts, Chair Person
ATTEST:
Susan W. Jones, MMC
City Clerk/Agency Secretary
[SEAL]
R:1Minutes.tpfa1112211
TEMECULA PUBLIC
FINANCING AUTHORITY
BUSINESS
Item No. 12
Approvals
City Attorney
Chief Financial Officer
City Manager
M -r -
7‘1m)
r,
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO: Executive Director/Authority Members
FROM: Genie Wilson, Treasurer
DATE: July 10, 2012
SUBJECT: Approval of Issuance of Special Tax Refunding Bonds for Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill),
Community Facilities District No. 03-03 (Wolf Creek), and Community Facilities
District No. 03-06 (Harveston II)
RECOMMENDATION:
1. Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE
ISSUANCE OF SPECIAL TAX REFUNDING BONDS RELATED TO THE
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-1 (CROWNE HILL), APPROVING AND
DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT
AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
2. Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE
ISSUANCE OF SPECIAL TAX REFUNDING BONDS RELATED TO THE
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK), APPROVING AND
DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT
AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
3. Adopt a resolution entitled:
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE
ISSUANCE OF SPECIAL TAX REFUNDING BONDS RELATED TO THE
TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-06 (HARVESTON II), APPROVING AND
DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT
AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
BACKGROUND: In 2003, the Board of Directors of the Authority formed three
community facilities districts pursuant to the provisions of the Mello -Roos Community Facilities
Act of 1982, as amended, including the Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) ("CFD 03-1"), the Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) ("CFD 03-03"), and the Temecula Public
Financing Authority Community Facilities District No. 03-06 (Harveston II), in order to finance
various public improvements incident to development in the Crowne Hill, Wolf Creek and
Harveston developments in the City. On August 7, 2003, the Temecula Public Financing
Authority (the "Authority") issued $12,155,000 initial principal amount of its Special Tax Bonds,
Series 2003A for and on behalf of CFD 03-1 (the "CFD 03-1 Bonds"), on January 8, 2004, the
Authority issued $30,990,000 initial principal amount of its 2003 Special Tax Bonds for and on
behalf of CFD 03-03 (the "CFD 03-03 Bonds"), and on September 9, 2004, the Authority issued
$4,845,000 initial principal amount of its Special Tax Bonds, Series 2004 for and on behalf of
CFD 03-06 (the "CFD 03-06 Bonds," and, collectively with the CFD 03-1 Bonds and CFD 03-03
Bonds, the "Outstanding Bonds"), all in order to provide financing for the public improvements
authorized to be funded by CFD 03-1, CFD 03-03 and CFD 03-06, respectively.
Due to favorable interest rates in the financial markets, the Outstanding Bonds can now be
refunded by means of the issuance of three series of refunding bonds, one series for each of
the three CFDs (collectively, the "Refunding Bonds"), with the debt service to be payable on
each series of the Refunding Bonds to be less than the debt service due on the related
Outstanding Bonds to be refunded. Specifically, for Crowne Hill, the refunding of the CFD 03-1
(Crowne Hill) Bonds are anticipated to generate about $105,000 annually in debt service
savings or about $2.2 million in total debt service over the remaining term of the bonds. In
addition, the City anticipates releasing about $765,000 from unspent improvement fund bond
proceeds, which will additionally lower the debt service and the tax on homeowners by about
$70,000. On average, each homeowner will see his/her tax for the district drop by about 15%.
For Wolf Creek, the refunding of the CFD 03-3 (Wolf Creek) Bonds are anticipated to generate
about $235,000 annually in debt service savings or about $5.1 million in total debt service over
the remaining term of the bonds. On average, each homeowner will see his/her tax for the
district drop by about 8%. For Harveston II, the refunding of the CFD 03-6 (Harveston II) Bonds
are anticipated to generate about $29,000 annually in debt service savings or about $630,000
in total debt service over the remaining term of the bonds. On average, each homeowner will
see his/her tax for the district drop by about 8%. Actual savings is dependent upon market
conditions at the time of sale of the respective Refunding Bonds, as well as the credit quality of
the respective CFD and any rating from a national rating agency that may be obtained for the
respective series of the Refunding Bonds.
-2-
The Refunding Bonds for CFD 03-1 are proposed to be issued pursuant to a Second
Supplemental Fiscal Agent Agreement amending and supplementing the Fiscal Agent
Agreement under which the CFD 03-1 Bonds were issued (the "CFD 03-1 Second
Supplement"), and the Refunding Bonds for CFD 03-03 and for CFD 03-06 are proposed to be
issued pursuant to two respective Fiscal Agent Agreements, one for CFD 03-03 (the "CFD
03-03 Fiscal Agent Agreement") and one for CFD 03-06 (the "CFD 03-06 Fiscal Agent
Agreement"), which CFD 03-1 Second Supplement, CFD 03-03 Fiscal Agent Agreement and
CFD 03-06 Fiscal Agent Agreement set forth the various terms and provisions for the
respective series of the Refunding Bonds to which they pertain. The proceeds of the three
series of Refunding Bonds are expected to be applied to the redemption of the related series of
the Outstanding Bonds pursuant to three Escrow Agreements, one for each CFD. The three
series of the Refunding Bonds are expected to be offered to investors for sale pursuant to three
different Preliminary Official Statements, one for each CFD, and are expected to be sold to
Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus,
the underwriter for the Refunding Bonds, subject to parameters set forth in the respective
resolutions for the Refunding Bonds the titles of which are set forth above. Those parameters
allow for the issuance of up to $11,000,000 of Refunding Bonds for CFD 03-1, up to
$28,000,000 of Refunding Bonds for CFD 03-03, and up to $5,000,000 of Refunding Bonds for
CFD 03-06. The Authority will enter into a Continuing Disclosure Agreement for each series of
the Refunding Bonds, which will require that the Authority provide certain ongoing information
for each respective CFD on an annual basis until the Refunding Bonds for the applicable CFD
have been paid in full. Finally, with respect to CFD 03-1, the Authority will enter into an
indemnity agreement with Lennar Homes of California, Inc. ("Lennar"), pursuant to which
Lennar will agree to indemnify the Authority, CFD 03-1 and the City against any claims related
to California prevailing wage requirements that apply to public facilities to be acquired with
proceeds of the CFD 03-1 Bonds that were constructed by Lennar. City Staff and consultants
have reviewed the documents described above and they are now in form ready for approval by
the Board of Directors so that the sale and issuance of the Refunding Bonds can occur.
The three Resolutions also designate the professionals necessary to assist Staff with the
issuance of the Refunding Bonds, including Fieldman, Rolapp & Associates as financial
advisor, Quint & Thimmig LLP as bond counsel, McFarlin & Anderson LLP as disclosure
counsel; and authorizes the Executive Director of the Authority to execute agreements with the
professionals for their services related to the Refunding Bonds, provided that the compensation
payable to the financial advisor, bond counsel and disclosure counsel relative to each series of
the Refunding Bonds is payable solely from the proceeds, and is contingent upon the issuance
of, the respective series of the Refunding Bonds. Each of the consultants has assisted the
Authority in connection with prior issuances by the Authority of special tax bonds.
If the Board of Directors adopts the Resolutions authorizing the issuance of the Refunding
Bonds, it is expected that the three series of Refunding Bonds will go to the market within ten
days hereof and be issued on or about August 7, 2012.
FISCAL IMPACT: Each CFD is authorized to levy special taxes to repay its
indebtedness, and to pay the annual costs of administration of the respective CFD. Each CFD
is only authorized to levy special taxes on land included within the boundaries of the respective
CFD.
The Refunding Bonds will not be obligations of the City of Temecula, or general obligations of
the Authority or of any CFD, but will be limited obligations of the Authority for the applicable
CFD secured solely by the special taxes levied in the respective CFD and amounts held in
certain funds and accounts established under the Fiscal Agent Agreement for the respective
CFD. All costs of issuance of the Refunding Bonds will be paid from the proceeds of the
Refunding Bonds. All administrative costs of the three CFDs and the Refunding Bonds will be
paid from proceeds of the special taxes levied in the respective CFDs.
-3-
ATTACHMENTS:
1. Resolutions (3)
2. Second Supplemental Fiscal Agent Agreement (Crowne Hill)
3. Fiscal Agent Agreement (Wolf Creek)
4. Fiscal Agent Agreement (Harveston II)
5. Escrow Agreement (3)
6. Preliminary Official Statements (3)
7. Bond Purchase Agreements (3)
8. Continuing Disclosure Agreements (3)
9. Indemnity Agreement (Crowne Hill)
-4-
Attachment No. 1
Resolutions for Crowne Hill, Wolf Creek, and
Harveston II
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF SPECIAL TAX
REFUNDING BONDS RELATED TO THE TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-1 (CROWNE HILL),
APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER
RELATED DOCUMENTS AND ACTIONS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. The Board of Directors has conducted proceedings under and
pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"),
to form the Temecula Public Financing Authority Community Facilities District No. 03-1
(Crowne Hill) (the "District"), to authorize the levy of special taxes on the real property
within the District, and to issue bonds secured by the special taxes the proceeds of
which are to be used to finance certain public improvements, all as described in
Resolution No. TPFA 03-05, adopted by the Board of Directors on March 25, 2003.
Section 2. On August 7, 2003, the Authority, for and on behalf of the District: (i)
entered into a Fiscal Agent Agreement, dated as of July 1, 2003 (the "Original Fiscal
Agent Agreement"), with U.S. Bank National Association, as fiscal agent thereunder (the
"Fiscal Agent"); and (ii) issued $12,155,000 initial principal amount of Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax
Bonds, Series 2003-A (the "Series 2003-A Bonds").
Section 3. The Original Fiscal Agent Agreement allows for the issuance by the
Authority for the District of Parity Bonds, as defined therein, secured on a parity with the
Series 2003-A Bonds, in order to provide additional financing for the District and to
refund outstanding bonds issued for the District.
Section 4. On August 24, 2005, the Authority, for and on behalf of the District: (i)
entered into a First Supplemental Fiscal Agent Agreement, dated as of August 1, 2005
(the "First Supplement") with the Fiscal Agent; and (ii) issued $3,865,000 initial principal
amount of Temecula Public Financing Authority Community Facilities District No. 03-1
(Crowne Hill) Special Tax Bonds, Series 2005-B (the "Series 2005-B Bonds").
Section 5. Due to favorable interest rates in the financial markets. the Board of
Directors has determined that it is in the best interests of the Authority and the persons
owning real property in the District that the Series 2003-A Bonds be refunded.
Section 6. There have been submitted to the Board of Directors for its approval
a Second Supplemental Fiscal Agent Agreement (the "Second Supplement") providing
for the issuance of special tax refunding bonds of the Authority for the District (the
"Bonds") and the use of the proceeds of the Bonds to refund, in whole, the Series 2003-
A Bonds, as well as a Preliminary Official Statement (the "Preliminary Official
Statement") describing the Bonds, a bond purchase agreement to be used in
connection with the sale of the Bonds (the "Purchase Contract"), a Continuing
Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"),
an Escrow Agreement (the "Escrow Agreement") relating to the redemption of the
Series 2003-A Bonds and an Indemnity Agreement (the "Indemnity Agreement") relating
to the use of proceeds of the Series 2003-A Bonds and of the Series 2005 Bonds to pay
costs of public improvements, and the Board of Directors, with the aid of City of
Temecula staff, has reviewed said documents and found them to be in proper order.
Section 7. 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.
Section 8. Pursuant to the Act, Article 11, commencing with Section 53580, of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law"), this Resolution and the Original Fiscal Agent Agreement, as
amended and supplemented by the First Supplement and the Second Supplement,
special tax bonds of the Authority for the District (described in Section 6 and elsewhere
in this Resolution as the "Bonds"), in an aggregate principal amount not to exceed
$11,000,000, are hereby authorized to be issued, with the Bonds to be designated the
"Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne
Hill) Special Tax Refunding Bonds, Series 2012." The Original Fiscal Agent Agreement,
as amended and supplemented by the First Supplement and by the Second
Supplement is referred to below as the "Fiscal Agent Agreement." The Bonds shall be
executed in the form set forth in and otherwise as provided in the Fiscal Agent
Agreement.
In furtherance of the issuance of the Bonds, the Board of Directors hereby makes
the following findings and determinations: (a) it is prudent in the management of the
fiscal affairs of the Authority, the Board of Directors and the District to issue the Bonds
for the purpose of refunding the Series 2003-A Bonds; (b) the total net interest cost to
maturity on the Bonds plus the principal amount of the Bonds will not exceed the total
net interest cost to maturity of the Series 2003-A Bonds plus the principal amount of the
Series 2003-A Bonds (by reason of the requirement for sale of the Bonds in clause (d)
of Section 10 below); (c) the Bonds satisfy the requirements of Section 53345.8(a) of
the Act in that the assessed value of the real property in the District is more than three
times the principal amount of the Bonds, based upon the assessed value of the real
property in the District as determined by reference to the Riverside County Assessor's
records; (d) the Bonds will constitute "Refunding Bonds" as defined in the Fiscal Agent
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Agreement; (e) the Bonds satisfy the "Parity Bond" requirements of Section 2.14 of the
Fiscal Agent Agreement and, when issued, will be secured under the Fiscal Agent
Agreement on a parity with the Series 2005-B Bonds and any future Parity Bonds that
may be issued under and as such term is defined in the Fiscal Agent Agreement; and (f)
the Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance
with the Revised Local Goals and Policies for Community Facilities Districts, adopted by
the Board of Directors on July 10, 2012.
For purposes of Section 53363.2 of the Act: (i) it is expected that the purchase of
the Bonds will occur on or after July 11, 2012, (ii) the date, denomination, maturity
dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent
Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one-half
of one percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent
Agreement as executed, (iv) the place of payment for the Series 2003-A Bonds shall be
as set forth in the Fiscal Agent Agreement; and (v) the designated costs of issuing the
Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise
described in the Second Supplement hereafter approved, in the Official Statement for
the Bonds and the closing certificates for the Bonds, including Bond Counsel and
Disclosure Counsel fees and expenses. Underwriter's discount, financial advisor fees
and expenses, printing costs for the Official Statement, initial fiscal agent fees, and
costs of City staff incurred in connection with the sale and issuance of the Bonds.
Section 9. The Second Supplement, in the form presented to the Board of
Directors at this meeting, is hereby approved. The Executive Director is hereby
authorized and directed to execute and deliver the Second Supplement in said form,
with such additions thereto or changes therein as are approved by the Executive
Director upon consultation with the Authority's General Counsel and Bond Counsel, the
approval of such additions or changes to be conclusively evidenced by the execution
and delivery of the Second Supplement by the Executive Director. The date, manner of
payment, interest rate or rates, interest payment dates, denominations, form,
registration privileges, manner of execution, place of payment, terms of redemption and
other terms of the Bonds shall be as provided in the Fiscal Agent Agreement.
Section 10. The Purchase Contract between the Authority and Stifel, Nicolaus &
Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (the
"Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby
approved. The Executive Director and the Treasurer, each acting alone, are hereby
authorized and directed to accept the offer of the Underwriter to purchase the Bonds
contained in the Purchase Contract; provided that (a) the aggregate principal amount of
the Bonds sold thereby is not in excess of $11,000,000, (b) the true interest cost of the
Bonds is not in excess of 5.50%, (c) the underwriter's discount is not in excess of 1.00%
of the aggregate principal amount of the Bonds, and (d) the requirements of clause (b)
of the second paragraph of Section 8 above are satisfied. The Executive Director and
the Treasurer, each acting alone, are hereby authorized and directed to execute and
deliver the Purchase Contract in said form (if the requirements of the preceding
sentence are satisfied), with such additions thereto or changes therein as are
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recommended or approved by the officer executing such document upon consultation
with the Authority's General Counsel and Bond Counsel, the approval of such additions
or changes to be conclusively evidenced by the execution and delivery of the Purchase
Contract by the Authority.
Section 11. The Preliminary Official Statement, in the form presented to the
Board of Directors at this meeting, is hereby approved. The Executive Director is
hereby authorized and directed, for and in the name and on behalf of the Authority, to
make changes to the Preliminary Official Statement prior to its dissemination to
prospective investors, and to bring the Preliminary Official Statement into the form of a
final official statement (the "Official Statement") including such additions thereto or
changes therein as are recommended or approved by such officer upon consultation
with the Authority's General Counsel and Disclosure Counsel. The Executive Director is
hereby authorized and directed to execute and deliver the Official Statement. The
Underwriter is hereby authorized to distribute copies of the Preliminary Official
Statement to persons who may be interested in the purchase of the Bonds and is
directed to deliver copies of the Official Statement to all actual purchasers of the Bonds.
The Executive Director is hereby authorized to execute a certificate or certificates
to the effect that the Official Statement and the Preliminary Official Statement were
deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the
Securities Exchange Act of 1934, and is authorized to so deem such statements final.
Section 12. The Continuing Disclosure Agreement related to the Bonds and the
Indemnity Agreement relating to the use of proceeds of the Series 2003-A Bonds and
the Series 2005-B Bonds to pay costs of public improvements, in the respective forms
presented to the Board of Directors at this meeting, are hereby approved. The
Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement and
the Indemnity Agreement in said forms, with such additions thereto or changes therein
as are deemed necessary, desirable or appropriate by the Executive Director upon
consultation with the Authority's General Counsel and Disclosure Counsel, the approval
of such changes to be conclusively evidenced by the execution and delivery by the
Executive Director of the Continuing Disclosure Agreement and the Indemnity
Agreement.
Section 13. The Board of Directors hereby approves the refunding of the Series
2003-A Bonds with the proceeds of the Bonds, in accordance with the provisions of the
Fiscal Agent Agreement and the Escrow Agreement between the Authority and U.S.
Bank National Association, as Escrow Bank. The Board of Directors hereby approves
the Escrow Agreement in the form presented to the Board of Directors at this meeting.
The Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Escrow Agreement in said form, with
such additions thereto or changes therein as are deemed necessary, desirable or
appropriate by the Executive Director upon consultation with the Authority's General
-4-
Counsel and Bond Counsel, the approval of such changes to be conclusively evidenced
by the execution and delivery by the Executive Director of the Escrow Agreement.
Section 14. The Authority hereby covenants, for the benefit of the Bondowners,
to commence and diligently pursue to completion any foreclosure action regarding
delinquent installments of any amount levied as a special tax for the payment of interest
or principal of the Bonds, said foreclosure action to be commenced and pursued as
more completely set forth in the Fiscal Agent Agreement.
Section 15. The Bonds, when executed, shall be delivered to the Fiscal Agent
(as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is
hereby requested and directed to authenticate the Bonds by executing the Fiscal
Agent's certificate of authentication and registration appearing thereon, and to deliver
the Bonds, when duly executed and authenticated, to the Underwriter in accordance
with written instructions executed on behalf of the Authority by the Executive Director,
which instructions such officer is hereby authorized and directed, for and in the name
and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such
instructions shall provide for the delivery of the Bonds to the Underwriter upon payment
of the purchase price therefor.
Section 16. The law firm of Quint & Thimmig LLP is hereby designated as Bond
Counsel to the Authority for the Bonds, the law firm of McFarlin & Anderson LLP is
hereby designated as Disclosure Counsel to the Authority for the Bonds, and the firm of
Fieldman, Rolapp & Associates is hereby designated as Financial Advisor to the
Authority for the Bonds. The Executive Director is hereby authorized to execute
agreements with said firms for their services in connection with the Bonds, provided that
the compensation payable to said firms is payable solely from the proceeds, and wholly
contingent upon the issuance, of the Bonds.
Section 17. All actions heretofore taken by the officers and agents of the
Authority with respect to the sale and issuance of the Bonds and the refunding of the
Series 2003-A Bonds are hereby approved, confirmed and ratified, and the proper
officers of the Authority are hereby authorized and directed to do any and all things and
take any and all actions and execute any and all certificates, agreements and other
documents (including but not limited to those related to bond insurance and a reserve
fund surety bond for the Bonds) which they, or any of them, may deem necessary or
advisable in order to consummate the lawful issuance and delivery of the Bonds and the
refunding of the Series 2003-A Bonds in accordance with this Resolution, and any
certificate, agreement, and other document described in the documents herein
approved.
Section 18. This Resolution shall take effect upon its adoption.
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PASSED, APPROVED, AND ADOPTED by the Board of Directors of the
Temecula Public Financing Authority this 10th day of July, 2012
Chuck Washington, 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 12- 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 10th day of July, 2012, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
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Susan W. Jones, MMC
City Clerk/Board Secretary
Resolution for Wolf Creek
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF SPECIAL TAX
REFUNDING BONDS RELATED TO THE TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK),
APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER
RELATED DOCUMENTS AND ACTIONS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. The Board of Directors has conducted proceedings under and
pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"),
to form the Temecula Public Financing Authority Community Facilities District No. 03-03
(Wolf Creek) (the "District"), to authorize the levy of special taxes on the real property
within the District, and to issue bonds secured by the special taxes the proceeds of
which are to be used to finance certain public improvements, all as described in
Resolution No. TPFA 03-22 adopted by the Board of Directors on October 28, 2003.
Section 2. On January 8, 2004, the Temecula Public Financing Authority (the
"Authority"), for and on behalf of the District, issued $30,990,000 principal amount of
Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) 2003 Special Tax Bonds (the "Prior Bonds"), with the Prior Bonds having been
issued under a Fiscal Agent Agreement, dated as of December 1, 2003 (the "Prior
Fiscal Agent Agreement") to finance facilities authorized to be funded by the District.
Section 3. Due to favorable interest rates in the financial markets, the Board of
Directors has determined that it is in the best interests of the Authority and the persons
owning real property in the District that the Prior Bonds be refunded.
Section 4. There have been submitted to the Board of Directors for its approval
a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of
special tax refunding bonds of the Authority for the District (the "Bonds") and the use of
the proceeds of the Bonds to refund, in whole, the Prior Bonds, as well as a Preliminary
Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond
purchase agreement to be used in connection with the sale of the Bonds (the "Purchase
Contract"), a Continuing Disclosure Agreement relating to the Bonds (the "Continuing
Disclosure Agreement"), and an Escrow Agreement (the "Escrow Agreement") relating
to the redemption of the Prior Bonds, and the Board of Directors, with the aid of City of
Temecula staff, has reviewed said documents and found them to be in proper order.
Section 5. 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.
Section 6. Pursuant to the Act, Article 11, commencing with Section 53580, of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law"), this Resolution and the Fiscal Agent Agreement, special tax bonds of
the Authority for the District (described in Section 4 and elsewhere in this Resolution as
the "Bonds"), in an aggregate principal amount not to exceed $28,000,000, are hereby
authorized to be issued, with the Bonds to be designated the "Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special
Tax Refunding Bonds." The Bonds shall be executed in the form set forth in and
otherwise as provided in the Fiscal Agent Agreement.
In furtherance of the issuance of the Bonds, the Board of Directors hereby makes
the following findings and determinations: (a) it is prudent in the management of the
fiscal affairs of the Authority, the Board of Directors and the District to issue the Bonds
for the purpose of refunding the Prior Bonds; (b) the total net interest cost to maturity on
the Bonds plus the principal amount of the Bonds will not exceed the total net interest
cost to maturity of the Prior Bonds plus the principal amount of the Prior Bonds (by
reason of the requirement for sale of the Bonds in clause (d) of Section 8 below); (c) the
Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed
value of the real property in the District is more than three times the principal amount of
the Bonds, based upon the assessed value of the real property in the District as
determined by reference to the Riverside County Assessor's records; and (d) the
Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with
the Local Goals and Policies for Community Facilities Districts, adopted by the Board of
Directors on April 24, 2001.
For purposes of Section 53363.2 of the Act: (i) it is expected that the purchase of
the Bonds will occur on or after July 11, 2012, (ii) the date, denomination, maturity
dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent
Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one-half
of one percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent
Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set
forth in the Prior Fiscal Agent Agreement; and (v) the designated costs of issuing the
Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise
described in the Fiscal Agent Agreement hereafter approved, in the Official Statement
for the Bonds and the closing certificates for the Bonds, including Bond Counsel and
Disclosure Counsel fees and expenses, Underwriter's discount, financial advisor fees
and expenses, printing costs for the Official Statement, initial fiscal agent fees, and
costs of City staff incurred in connection with the sale and issuance of the Bonds.
-2-
Section 7. The Fiscal Agent Agreement with respect to the Bonds, in the form
presented to the Board of Directors at this meeting, is hereby approved. The Executive
Director is hereby authorized and directed to execute and deliver the Fiscal Agent
Agreement in said form, with such additions thereto or changes therein as are approved
by the Executive Director upon consultation with the Authority's General Counsel and
Bond Counsel, the approval of such additions or changes to be conclusively evidenced
by the execution and delivery of the Fiscal Agent Agreement by the Executive Director.
The date, manner of payment, interest rate or rates, interest payment dates,
denominations, form, registration privileges, manner of execution, place of payment,
terms of redemption and other terms of the Bonds shall be as provided in the Fiscal
Agent Agreement as finally executed.
Section 8. The Purchase Contract between the Authority and Stifel, Nicolaus &
Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (the
"Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby
approved. The Executive Director and the Treasurer, each acting alone, are hereby
authorized and directed to accept the offer of the Underwriter to purchase the Bonds
contained in the Purchase Contract; provided that (a) the aggregate principal amount of
the Bonds sold thereby is not in excess of $28,000,000, (b) the true interest cost of the
Bonds is not in excess of 5.50%, (c) the underwriter's discount is not in excess of 1.10%
of the aggregate principal amount of the Bonds, and (d) the requirements of clause (b)
of the second paragraph of Section 6 above are satisfied. The Executive Director and
the Treasurer, each acting alone, are hereby authorized and directed to execute and
deliver the Purchase Contract in said form (if the requirements of the preceding
sentence are satisfied), with such additions thereto or changes therein as are
recommended or approved by the officer executing such document upon consultation
with the Authority's General Counsel and Bond Counsel, the approval of such additions
or changes to be conclusively evidenced by the execution and delivery of the Purchase
Contract by the Authority.
Section 9. The Preliminary Official Statement, in the form presented to the
Board of Directors at this meeting, is hereby approved. The Executive Director is
hereby authorized and directed, for and in the name and on behalf of the Authority, to
make changes to the Preliminary Official Statement prior to its dissemination to
prospective investors, and to bring the Preliminary Official Statement into the form of a
final official statement (the "Official Statement") including such additions thereto or
changes therein as are recommended or approved by such officer upon consultation
with the Authority's General Counsel and Disclosure Counsel. The Executive Director is
hereby authorized and directed to execute and deliver the Official Statement. The
Underwriter is hereby authorized to distribute copies of the Preliminary Official
Statement to persons who may be interested in the purchase of the Bonds and is
directed to deliver copies of the Official Statement to all actual purchasers of the Bonds.
The Executive Director is hereby authorized to execute a certificate or certificates
to the effect that the Official Statement and the Preliminary Official Statement were
-3-
deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the
Securities Exchange Act of 1934, and is authorized to so deem such statements final.
Section 10. The Continuing Disclosure Agreement related to the Bonds, in the
form presented to the Board of Directors at this meeting, is hereby approved. The
Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in
said form, with such additions thereto or changes therein as are deemed necessary,
desirable or appropriate by the Executive Director upon consultation with the Authority's
General Counsel and Disclosure Counsel, the approval of such changes to be
conclusively evidenced by the execution and delivery by the Executive Director of the
Continuing Disclosure Agreement.
Section 11. The Board of Directors hereby approves the refunding of the Prior
Bonds with the proceeds of the Bonds, in accordance with the provisions of the Prior
Fiscal Agent Agreement and the Escrow Agreement between the Authority and U.S.
Bank National Association, as Escrow Bank. The Board of Directors hereby approves
the Escrow Agreement in the form presented to the Board of Directors at this meeting.
The Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Escrow Agreement in said form, with
such additions thereto or changes therein as are deemed necessary, desirable or
appropriate by the Executive Director upon consultation with the Authority's General
Counsel and Bond Counsel, the approval of such changes to be conclusively evidenced
by the execution and delivery by the Executive Director of the Escrow Agreement.
Section 12. The Authority hereby covenants, for the benefit of the Bondowners,
to commence and diligently pursue to completion any foreclosure action regarding
delinquent installments of any amount levied as a special tax for the payment of interest
or principal of the Bonds, said foreclosure action to be commenced and pursued as
more completely set forth in the Fiscal Agent Agreement.
Section 13. The Bonds, when executed, shall be delivered to the Fiscal Agent
(as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is
hereby requested and directed to authenticate the Bonds by executing the Fiscal
Agent's certificate of authentication and registration appearing thereon, and to deliver
the Bonds, when duly executed and authenticated, to the Underwriter in accordance
with written instructions executed on behalf of the Authority by the Executive Director,
which instructions such officer is hereby authorized and directed, for and in the name
and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such
instructions shall provide for the delivery of the Bonds to the Underwriter upon payment
of the purchase price therefor.
Section 14. The law firm of Quint & Thimmig LLP is hereby designated as Bond
Counsel to the Authority for the Bonds, the law firm of McFarlin & Anderson LLP is
hereby designated as Disclosure Counsel to the Authority for the Bonds, and the firm of
Fieldman, Rolapp & Associates is hereby designated as Financial Advisor to the
-4-
Authority for the Bonds. The Executive Director is hereby authorized to execute
agreements with said firms for their services in connection with the Bonds, provided that
the compensation payable to said firms is payable solely from the proceeds, and wholly
contingent upon the issuance, of the Bonds.
Section 15. All actions heretofore taken by the officers and agents of the
Authority with respect to the sale and issuance of the Bonds and the refunding of the
Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the
Authority are hereby authorized and directed to do any and all things and take any and
all actions and execute any and all certificates, agreements and other documents
(including but not limited to those related to bond insurance and a reserve fund surety
bond for the Bonds) which they, or any of them, may deem necessary or advisable in
order to consummate the lawful issuance and delivery of the Bonds and the refunding of
the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and
other document described in the documents herein approved.
Section 16. This Resolution shall take effect upon its adoption.
-5-
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the
Temecula Public Financing Authority this 10th day of July, 2012
ATTEST:
Susan W. Jones, MMC
City Clerk/Board Secretary
[SEAL]
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF TEMECULA
) ss
Chuck Washington, Chairperson
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 12- 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 10th day of July, 2012, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
-6-
Susan W. Jones, MMC
City Clerk/Board Secretary
Resolution for Harveston II
RESOLUTION NO. TPFA 12-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF SPECIAL TAX
REFUNDING BONDS RELATED TO THE TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-06 (HARVESTON II),
APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER
RELATED DOCUMENTS AND ACTIONS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS
FOLLOWS:
Section 1. The Board of Directors has conducted proceedings under and
pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"),
to form the Temecula Public Financing Authority Community Facilities District No. 03-06
(Harveston II) (the "District"), to authorize the levy of special taxes on the real property
within the District, and to issue bonds secured by the special taxes the proceeds of
which are to be used to finance certain public improvements, all as described in
Resolution No. TPFA 03-27 adopted by the Board of Directors on November 25, 2003.
Section 2. On September 9, 2004, the Temecula Public Financing Authority (the
"Authority"), for and on behalf of the District, issued $4,845,000 principal amount of
Temecula Public Financing Authority Community Facilities District No. 03-06 (Harveston
II) Special Tax Bonds, Series 2004 (the "Prior Bonds"), with the Prior Bonds having
been issued under a Fiscal Agent Agreement, dated as of August 1, 2004 (the "Prior
Fiscal Agent Agreement") to finance facilities authorized to be funded by the District.
Section 3. Due to favorable interest rates in the financial markets, the Board of
Directors has determined that it is in the best interests of the Authority and the persons
owning real property in the District that the Prior Bonds be refunded.
Section 4. There have been submitted to the Board of Directors for its approval
a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of
special tax refunding bonds of the Authority for the District (the "Bonds") and the use of
the proceeds of the Bonds to refund, in whole, the Prior Bonds, as well as a Preliminary
Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond
purchase agreement to be used in connection with the sale of the Bonds (the "Purchase
Contract"), a Continuing Disclosure Agreement relating to the Bonds (the "Continuing
Disclosure Agreement"), and an Escrow Agreement (the "Escrow Agreement") relating
to the redemption of the Prior Bonds, and the Board of Directors, with the aid of City of
Temecula staff, has reviewed said documents and found them to be in proper order.
Section 5. 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.
Section 6. Pursuant to the Act, Article 11, commencing with Section 53580, of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law"), this Resolution and the Fiscal Agent Agreement, special tax bonds of
the Authority for the District (described in Section 4 and elsewhere in this Resolution as
the "Bonds"), in an aggregate principal amount not to exceed $5,000,000, are hereby
authorized to be issued, with the Bonds to be designated the "Temecula Public
Financing Authority Community Facilities District No. 03-06 (Harveston II) Special Tax
Refunding Bonds, Series 2012." The Bonds shall be executed in the form set forth in
and otherwise as provided in the Fiscal Agent Agreement.
In furtherance of the issuance of the Bonds, the Board of Directors hereby makes
the following findings and determinations: (a) it is prudent in the management of the
fiscal affairs of the Authority, the Board of Directors and the District to issue the Bonds
for the purpose of refunding the Prior Bonds; (b) the total net interest cost to maturity on
the Bonds plus the principal amount of the Bonds will not exceed the total net interest
cost to maturity of the Prior Bonds plus the principal amount of the Prior Bonds (by
reason of the requirement for sale of the Bonds in clause (d) of Section 8 below); (c) the
Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed
value of the real property in the District is more than three times the principal amount of
the Bonds, based upon the assessed value of the real property in the District as
determined by reference to the Riverside County Assessor's records; and (d) the
Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with
the Local Goals and Policies for Community Facilities Districts, adopted by the Board of
Directors on April 24, 2001.
For purposes of Section 53363.2 of the Act: (i) it is expected that the purchase of
the Bonds will occur on or after July 11, 2012, (ii) the date, denomination, maturity
dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent
Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one-half
of one percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent
Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set
forth in the Prior Fiscal Agent Agreement; and (v) the designated costs of issuing the
Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise
described in the Fiscal Agent Agreement hereafter approved, in the Official Statement
for the Bonds and the closing certificates for the Bonds, including Bond Counsel and
Disclosure Counsel fees and expenses, Underwriter's discount, financial advisor fees
and expenses, printing costs for the Official Statement, initial fiscal agent fees, and
costs of City staff incurred in connection with the sale and issuance of the Bonds.
-2-
Section 7. The Fiscal Agent Agreement with respect to the Bonds, in the form
presented to the Board of Directors at this meeting, is hereby approved. The Executive
Director is hereby authorized and directed to execute and deliver the Fiscal Agent
Agreement in said form, with such additions thereto or changes therein as are approved
by the Executive Director upon consultation with the Authority's General Counsel and
Bond Counsel, the approval of such additions or changes to be conclusively evidenced
by the execution and delivery of the Fiscal Agent Agreement by the Executive Director.
The date, manner of payment, interest rate or rates, interest payment dates,
denominations, form, registration privileges, manner of execution, place of payment,
terms of redemption and other terms of the Bonds shall be as provided in the Fiscal
Agent Agreement as finally executed.
Section 8. The Purchase Contract between the Authority and Stifel, Nicolaus &
Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (the
"Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby
approved. The Executive Director and the Treasurer, each acting alone, are hereby
authorized and directed to accept the offer of the Underwriter to purchase the Bonds
contained in the Purchase Contract; provided that (a) the aggregate principal amount of
the Bonds sold thereby is not in excess of $5,000,000, (b) the true interest cost of the
Bonds is not in excess of 5.50%, (c) the underwriter's discount is not in excess of 1.10%
of the aggregate principal amount of the Bonds, and (d) the requirements of clause (b)
of the second paragraph of Section 6 above are satisfied. The Executive Director and
the Treasurer, each acting alone, are hereby authorized and directed to execute and
deliver the Purchase Contract in said form (if the requirements of the preceding
sentence are satisfied), with such additions thereto or changes therein as are
recommended or approved by the officer executing such document upon consultation
with the Authority's General Counsel and Bond Counsel, the approval of such additions
or changes to be conclusively evidenced by the execution and delivery of the Purchase
Contract by the Authority.
Section 9. The Preliminary Official Statement, in the form presented to the
Board of Directors at this meeting, is hereby approved. The Executive Director is
hereby authorized and directed, for and in the name and on behalf of the Authority, to
make changes to the Preliminary Official Statement prior to its dissemination to
prospective investors, and to bring the Preliminary Official Statement into the form of a
final official statement (the "Official Statement") including such additions thereto or
changes therein as are recommended or approved by such officer upon consultation
with the Authority's General Counsel and Disclosure Counsel. The Executive Director is
hereby authorized and directed to execute and deliver the Official Statement. The
Underwriter is hereby authorized to distribute copies of the Preliminary Official
Statement to persons who may be interested in the purchase of the Bonds and is
directed to deliver copies of the Official Statement to all actual purchasers of the Bonds.
The Executive Director is hereby authorized to execute a certificate or certificates
to the effect that the Official Statement and the Preliminary Official Statement were
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deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the
Securities Exchange Act of 1934, and is authorized to so deem such statements final.
Section 10. The Continuing Disclosure Agreement related to the Bonds, in the
form presented to the Board of Directors at this meeting, is hereby approved. The
Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in
said form, with such additions thereto or changes therein as are deemed necessary,
desirable or appropriate by the Executive Director upon consultation with the Authority's
General Counsel and Disclosure Counsel, the approval of such changes to be
conclusively evidenced by the execution and delivery by the Executive Director of the
Continuing Disclosure Agreement.
Section 11. The Board of Directors hereby approves the refunding of the Prior
Bonds with the proceeds of the Bonds, in accordance with the provisions of the Prior
Fiscal Agent Agreement and the Escrow Agreement between the Authority and U.S.
Bank National Association, as Escrow Bank. The Board of Directors hereby approves
the Escrow Agreement in the form presented to the Board of Directors at this meeting.
The Executive Director is hereby authorized and directed, for and in the name of and on
behalf of the Authority, to execute and deliver the Escrow Agreement in said form, with
such additions thereto or changes therein as are deemed necessary, desirable or
appropriate by the Executive Director upon consultation with the Authority's General
Counsel and Bond Counsel, the approval of such changes to be conclusively evidenced
by the execution and delivery by the Executive Director of the Escrow Agreement.
Section 12. The Authority hereby covenants, for the benefit of the Bondowners,
to commence and diligently pursue to completion any foreclosure action regarding
delinquent installments of any amount levied as a special tax for the payment of interest
or principal of the Bonds, said foreclosure action to be commenced and pursued as
more completely set forth in the Fiscal Agent Agreement.
Section 13. The Bonds, when executed, shall be delivered to the Fiscal Agent
(as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is
hereby requested and directed to authenticate the Bonds by executing the Fiscal
Agent's certificate of authentication and registration appearing thereon, and to deliver
the Bonds, when duly executed and authenticated, to the Underwriter in accordance
with written instructions executed on behalf of the Authority by the Executive Director,
which instructions such officer is hereby authorized and directed, for and in the name
and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such
instructions shall provide for the delivery of the Bonds to the Underwriter upon payment
of the purchase price therefor.
Section 14. The law firm of Quint & Thimmig LLP is hereby designated as Bond
Counsel to the Authority for the Bonds, the law firm of McFarlin & Anderson LLP is
hereby designated as Disclosure Counsel to the Authority for the Bonds, and the firm of
Fieldman, Rolapp & Associates is hereby designated as Financial Advisor to the
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Authority for the Bonds. The Executive Director is hereby authorized to execute
agreements with said firms for their services in connection with the Bonds, provided that
the compensation payable to said firms is payable solely from the proceeds, and wholly
contingent upon the issuance, of the Bonds.
Section 15. All actions heretofore taken by the officers and agents of the
Authority with respect to the sale and issuance of the Bonds and the refunding of the
Prior Bonds are hereby approved, confirmed and ratified, and the proper officers of the
Authority are hereby authorized and directed to do any and all things and take any and
all actions and execute any and all certificates, agreements and other documents
(including but not limited to those related to bond insurance and a reserve fund surety
bond for the Bonds) which they, or any of them, may deem necessary or advisable in
order to consummate the lawful issuance and delivery of the Bonds and the refunding of
the Prior Bonds in accordance with this Resolution, and any certificate, agreement, and
other document described in the documents herein approved.
Section 16. This Resolution shall take effect upon its adoption.
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PASSED, APPROVED, AND ADOPTED by the Board of Directors of the
Temecula Public Financing Authority this 10th day of July, 2012
ATTEST:
Susan W. Jones, MMC
City Clerk/Board Secretary
[SEAL]
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF TEMECULA
ss
Chuck Washington, Chairperson
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 12- 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 10th day of July, 2012, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
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Susan W. Jones, MMC
City Clerk/Board Secretary
Attachment No. 2
Second Supplemental Fiscal Agent Agreement for
Crowne Hill
Quint & Thimmig 1.IP
5/29/12
6/6/12
6/20/12
SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Refunding Bonds, Series 2012
20009.10:J11753
TABLE OF CONTENTS
SECTION 1. Supplement to Fiscal Agent Agreement 2
ARTICLE XI
SERIES 2012 BONDS
Section 11.01. Definitions 2
Section 11.02. Authorization of Series 2012 Bonds 3
Section 11.03. Terms of Series 2012 Bonds 3
Section 11.04. Redemption of Series 2012 Bonds 4
Section 11.05. Form of Series 2012 Bonds; Authentication and Delivery 6
Section 11.06. Application of Proceeds of Sale of Series 2012 Bonds 7
Section 11.07. 2012 Costs of Issuance Fund 7
Section 11.08. Security for Series 2012 Bonds 7
Section 11.09. Private Activity Bond Limitations 8
Section 11.10. Federal Guarantee Prohibition 8
Section 11.11. Rebate Requirement 8
Section 11.12. No Arbitrage 8
Section 11.13. Yield of the Bonds 8
Section 11.14. Maintenance of Tax -Exemption 8
Section 11.15. Effect of this Artide XI 8
SECTION 2. Attachment of Exhibit C 8
SECTION 3. Additional Amendments to Original Fiscal Agent Agreement 9
SECTION 4. Partial Invalidity 11
SECTION 5. Execution in Counterparts 11
SECTION 6. Governing Law 11
EXHIBIT A — FORM OF SERIES 2012 BONDS
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SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT
THIS SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT (this "Second
Supplement"), dated as of August 1, 2012, is by and between the TEMECULA PUBLIC
FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under
and by virtue of the laws of the State of California (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill)
(the "District"), and U.S. BANK NATIONAL ASSOCIATION, as fiscal agent (the "Fiscal
Agent") under a Fiscal Agent Agreement, dated as of July 1, 2003 (the "Original Fiscal Agent
Agreement") by and between the Fiscal Agent and the Authority.
RECITALS:
WHEREAS, the Board of Directors of the Authority (the "Board") has formed the
District under the provisions of the Mello -Roos Community Facilities Act of 1982, as amended
(Section 53311, et seq. of the California Government Code) (the "Act") and Resolution No.
TPFA 03-05 of the Board adopted on March 25, 2003;
WHEREAS, the Board, as the legislative body with respect to the District, is authorized
under the Act to levy special taxes (the "Special Taxes") to pay for the costs of the District
and to authorize the issuance of bonds secured by the Special Taxes under the Act;
WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent
Agreement, on August 7, 2003, the Authority issued, for and on behalf of the District,
$12,155,000 initial principal amount of Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2003-A (the "Series 2003-A
Bonds") for the purpose of financing various public improvements authorized to be funded by
the District;
WHEREAS, Section 2.12 of the Original Fiscal Agent Agreement authorizes the
issuance by Supplemental Agreement of Parity Bonds (as such terms are defined in the
Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on a
parity with the Series 2003-A Bonds;
WHEREAS, on August 24, 2005, the Authority, for and on behalf of the District,
issued $3,865,000 initial aggregate principal amount of its Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crown Hill) Special Tax Bonds, Series 2005-
B (the "Series 2005-B Bonds") pursuant to the Original Fiscal Agent Agreement as
supplemented and amended by the First Supplemental Fiscal Agent Agreement, dated as of
August 1, 2005, between the Authority, for and on behalf of the District, and the Fiscal Agent
(the "First Supplement"), and the Original Fiscal Agent Agreement, as amended and
supplemented by the First Supplement, is herein referred to as the "Fiscal Agent Agreement";
WHEREAS, the Series 2005-B Bonds were issued as Parity Bonds, and the proceeds
thereof were used to finance public improvements authorized to be funded by the District;
WHEREAS, after due investigation and deliberation the Authority has determined that
it is in the interests of the Authority and the District at this time for the Authority, for and on
behalf of the District, to provide for the issuance of its Temecula Public Financing Authority
Community Facilities District No. 03-1 (Crowne Hill) Special Tax Refunding Bonds, Series
2012 in the initial aggregate principal amount of $ (the "Series 2012 Bonds"), to
defease and refund the outstanding Series 2003-A Bonds;
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WHEREAS, this Second Supplement is a "Supplemental Agreement" as defined in
Section 1.03 of the Original Fiscal Agent Agreement and the Series 2012 Bonds are "Parity
Bonds" as defined in Section 1.03 of the Fiscal Agent Agreement and are to be secured under
the Fiscal Agent Agreement, as amended and supplemented by this Second Supplement, on a
parity with the Series 2005-13 Bonds;
WHEREAS, the Authority and the Fiscal Agent desire to enter into this Second
Supplement pursuant to Sections 2.12 and 8.01(E) of the Original Fiscal Agent Agreement, to
provide for the issuance of the Series 2012 Bonds;
WHEREAS, in providing for the issuance of the Series 2012 Bonds, it is necessary to
supplement and amend the Fiscal Agent Agreement, as more particularly provided in Section
1 and Section 2 hereof, as such supplements and amendments are authorized by Sections 2.12
and 8.01(E) of the Original Fiscal Agent Agreement; and
WHEREAS, the Authority has determined that all acts and proceedings required by
law necessary to make the Series 2012 Bonds, when executed by the Authority for the District,
authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal
special obligations of the Authority for the District, and to constitute the Fiscal Agent
Agreement, as amended and supplemented by this Second 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 and the execution and delivery of this Second Supplement have been
in all respects duly authorized.
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 Fiscal Agent Agreement. In accordance with the
provisions of Section 2.14 and 8.01(E) of the Fiscal Agent Agreement, the Fiscal Agent
Agreement is hereby amended by adding a new article thereto, to be designated as Article XI.
Such Article XI shall read in its entity as follows:
ARTICLE XI
SERIES 2012 BONDS
Section 11.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 11.01 shall, for all purposes of this Article XI but not for any other purposes of this
Agreement, have the respective meanings specified in this Section 11.01. All terms defined in
Section 1.03 of this Agreement and not otherwise defined in this Section 11.01 shall, when used
in this Article XI, have the respective meanings given to such terms in Section 1.03.
"Article XI" means this Article XI which has been incorporated in and made a part of
this Agreement pursuant to Supplemental Agreement No. 2, together with all amendments of
and supplements to this Article XI entered into pursuant to the provisions of Section 8.01.
"Closing Date" means August __, 2012, being the date upon which there was a physical
delivery of the Series 2012 Bonds in exchange for the amount representing the purchase price of
the Series 2012 Bonds by the Original Purchaser.
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"Escrow Agreement" means the Escrow Agreement, dated as of August 1, 2012, by and
between the Authority and the Escrow Bank.
"Escrow Bank" means U.S. Bank National Association, in its capacity as escrow bank
under the Escrow Agreement.
"2012 Costs of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Authority or the City and related to the authorization, sale and issuance of
the Series 2012 Bonds and the defeasance and refunding of the Series 2003-A Bonds, which
items of expense shall include, but not be limited to, printing costs, costs of reproducing and
binding documents, closing costs, filing and recording fees, fees and charges of the Fiscal
Agent, fees and expenses of Fiscal Agent's counsel, expenses incurred by the City or the
Authority in connection with the issuance of the Series 2012 Bonds and the defeasance and
refunding of the Series 2003-A Bonds, Escrow Bank fees and expenses, special tax consultant
fees and expenses, bond (underwriter's) discount, financial consultant fees, legal fees and
charges, including bond counsel and disclosure counsel, rating agency fees, charges for
execution, transportation and safekeeping of the Series 2012 Bonds and other costs, charges
and fees in connection with the foregoing.
"2012 Costs of Issuance Fund" means the fund by that name established and held by the
Fiscal Agent pursuant to Section 11.07.
"Original Purchaser" means Stifel, Nicolaus & Company, Incorporated dba Stone &
Youngberg, a Division of Stifel Nicolaus, the first purchaser of the Series 2012 Bonds upon
their delivery by the Fiscal Agent on the Closing Date.
"Refunding Law" means Article 11, commencing with Section 53580, of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code.
Section 11.02. Authorization of Series 2012 Bonds. Series 2012 Bonds in the aggregate
principal amount of Million _ Hundred Thousand Dollars
($ ), are hereby authorized to be issued as Parity Bonds under and subject to the
terms of this Agreement, the Act, the Refunding Law and other applicable laws of the State of
California.
Section 11.03. Terms of Series 2012 Bonds.
(A) Form; Denominations. The Series 2012 Bonds shall be issued as fully registered
Bonds without coupons in the denomination of $5,000 or any integral multiple in excess
thereof.
(B) Date of Bonds. The Series 2012 Bonds shall be dated the Closing Date, as defined
in Section 11.01.
(C) Maturities, Interest Rates. The Series 2012 Bonds shall mature and become payable
on September 1 in each of the years, and shall bear interest at the respective rates per annum,
as follows:
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Maturity Date
(September 1)
Principal Interest
Amount Rate
(D) Interest, Method of Payment and CUSIP Numbers. Interest on the Series 2012
Bonds shall be payable as provided in Section 2.02(E) of this Agreement (except that the first
Interest Payment Date for the Series 2012 Bonds shall be March 1, 2013), with the Closing Date
as used therein being the Closing Date as defined in Section 11.01, payments shall be made on
the Series 2012 Bonds as provided in Section 2.02(F), and CUSIP identification numbers for the
Series 2012 Bonds shall be subject to Section 2.02(C).
Section 11.04. Redemption of Series 2012 Bonds.
(A) Redemption. (i) Optional Redemption. The Series 2012 Bonds are subject
to optional redemption prior to their stated maturity on any Interest Payment Date, as
a whole or in part, among maturities so as to maintain substantially level debt service
on the Bonds and by lot within a maturity, at a redemption price (expressed as a
percentage of the principal amount of the Series 2012 Bonds to be redeemed), as set
forth below, together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
Any Interest Payment Date from March 1,
2013 to and including March 1, ____
September 1, ____ and any Interest Payment
Date thereafter
(ii) Mandatory Sinking Payment Redemption. The Series 2012 Bonds maturing on
September 1, ____ are subject to mandatory sinking payment redemption in part on
September 1, ____, and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking
payments as follows:
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Redemption Date
(September 1) Sinking Payments
The Series 2012 Bonds maturing on September 1, ____ are subject to mandatory
sinking payment redemption in part on September 1, ____, and on each September 1
thereafter to maturity, by lot, at a redemption price equal to the principal amount
thereof to be redeemed, together with accrued interest to the date fixed for redemption,
without premium, from sinking payments as follows:
Redemption Date
(September 1) Sinking Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so
as to maintain the substantially level debt service on the Bonds, as a result of any prior
partial redemption of the Series 2012 Bonds pursuant to Section 11.04(A)(i) above or
Section 11.04(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.
(iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and
any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and
Section 4.04(F), respectively, shall be used to redeem Series 2012 Bonds on the next
Interest Payment Date for which notice of redemption can timely be given under Section
2.03(D), by lot and allocated among maturities of the Series 2012 Bonds so as to
maintain substantially level debt service on the Bonds, at a redemption price (expressed
as a percentage of the principal amount of the Bonds to be redeemed), as set forth
below, together with accrued interest to the date fixed for redemption:
Redemption Dates
Any Interest Payment Date from March 1, 2013
to and including March 1, ____
September 1, ____ and any Interest Payment
Date thereafter
Redemption Prices
0/0
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of
its intention to redeem Series 2012 Bonds pursuant to subsection (A)(i) or (A)(iii) not less than
forty-five (45) days prior to the applicable redemption date, or such lesser number of days as
shall be consented to by the Fiscal Agent in its sole discretion.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
11.04(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
purchase of Outstanding Series 2012 Bonds, upon the filing with the Fiscal Agent of an
Officer's Certificate requesting such purchase, at public or private sale as and when, and at
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such prices (including brokerage and other charges) as such Officer's Certificate may provide,
but in no event may Series 2012 Bonds be purchased at a price in excess of the principal
amount thereof, plus interest accrued to the date of purchase and any premium which would
otherwise be due if such Series 2012 Bonds were to be redeemed in accordance with this
Agreement.
(D) Redemption Procedure by Fiscal Agent, Effect of Redemption. Notices of
redemption of the Series 2012 Bonds, and other redemption procedures to be followed by the
Fiscal Agent with regard to the Series 2012 Bonds, shall be as provided in Section 2.03(D), and
the effect on Series 2012 Bonds called for redemption shall be as set forth in Section 2.03(E).
Notwithstanding the provisions of Section 2.03(D), however, in the case of any
redemption of the Series 2012 Bonds under Section 11.04(A)(i) above, the notice of redemption
may state that the redemption is conditioned upon receipt by the Fiscal Agent of sufficient
moneys to redeem the Series 2012 Bonds on the anticipated redemption date, and that the
redemption shall not occur if by no later than the scheduled redemption date sufficient moneys
to redeem the Series 2012 Bonds have not been deposited with the Fiscal Agent. In the event
that the Fiscal Agent does not receive sufficient funds by the scheduled redemption date to so
redeem the Series 2012 Bonds to be redeemed, the Fiscal Agent shall send written notice to the
owners of the Series 2012 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
Series 2012 Bonds for which notice of redemption was given shall remain Outstanding for all
purposes of this Agreement.
Section 11.05. Form of Series 2012 Bonds; Authentication and Delivery.
(A) Form of Series 2Q12 Bonds. The Series 2012 Bonds, the form of Fiscal Agent'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
incorporated herein, with necessary or appropriate variations, omissions and insertions, as
permitted or required by this Agreement and the Act.
(B) Execution of Series 2012 Bonds. The Series 2012 Bonds shall be executed on behalf
of the Authority by the signatures of its Chairman and its Secretary who are in office on the
date of execution and delivery of Supplemental Agreement No. 2 or at any time thereafter, and
the seal of the Authority shall be impressed, imprinted or reproduced by facsimile signature
thereon. 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 Series 2012 Bond ceases to be
such officer before delivery of the Series 2012 Bonds to the owner, such signature shall
nevertheless be as effective as if the officer had remained in office until the delivery of the Series
2012 Bonds to the owner. Any Series 2012 Bond may be signed and attested on behalf of the
Authority by such persons as at the actual date of the execution of such Series 2012 Bond shall
be the proper officers of the Authority although at the nominal date of such Series 2012 Bond
any such person shall not have been such officer of the Authority.
Only such of the Series 2012 Bonds as shall bear thereon a certificate of authentication
in the form set forth in Exhibit C, manually executed and dated by the Fiscal Agent, shall be
valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such
certificate of the Fiscal Agent shall be conclusive evidence that such Series 2012 Bonds have
been duly authenticated and delivered hereunder and are entitled to the benefits of this
Agreement.
(C) Authentication and Delivery of Series 2012 Bonds. At any time after the execution
of Supplemental Agreement No. 2 and delivery by the Authority of an Officer's Certificate for
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the Series 2012 Bonds as required by Section 2.14(G), the Authority may issue the Series 2012
Bonds for the District in the aggregate principal amount set forth in Section 11.02 and deliver
the Series 2012 Bonds to the Fiscal Agent for authentication and delivery to the Original
Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to
deliver any and all documents and instruments necessary to cause the issuance of the Series
2012 Bonds in accordance with the provisions of the Act, the Refunding Law and this
Agreement, as supplemented by Supplemental Agreement No. 2, to redeem the Series 2003-A
Bonds with proceeds of the Series 2012 Bonds, to authorize the payment of 2012 Costs of
Issuance from the proceeds of the Series 2012 Bonds and to do and cause to be done any and
all acts and things necessary or convenient for delivery of the Series 2012 Bonds to the Original
Purchaser and the redemption of the Series 2003-A Bonds pursuant to the Escrow Agreement.
Section 11.06. Application of Proceeds of Sale of Series 2012 Bonds. The proceeds of
the purchase of the Series 2012 Bonds by the Original Purchaser thereof ($ ) shall be
paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on
the Closing Date as follows:
(A) deposit in the 2012 Subaccount of the Reserve Fund $
(B) deposit in the 2012 Costs of Issuance Fund $_; and
(C) transfer to the Escrow Bank, for deposit by the Escrow Bank in the Refunding Fund
established under the Escrow Agreement, $
In addition to the foregoing, on the Closing Date the Authority shall transfer or cause to be
transferred (i) from amounts held in the Reserve Fund (other than in the 2005 Subaccount
therein), $ to the Escrow Bank for deposit by the Escrow Bank in the Refunding
Fund established under the Escrow Agreement; (ii) from amounts held in the 2005 Subaccount
of the Acquisition Account of the Improvement Fund, $ to the Escrow Bank for
deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement;
and (iii) from amounts held in the Special Tax Fund, $ to the Escrow Bank for
deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement.
The Fiscal Agent may, in its discretion, establish a temporary fund or account in its
books and records to facilitate transfers required under this Section 11.06.
Section 11.07. 2012 Costs of Issuance Fund. There is hereby established a separate
fund to be known as the "2012 Costs of Issuance Fund", which shall be held by the Fiscal
Agent, and to which a deposit shall be made as provided in Section 11.06(B). The moneys in
the 2012 Costs of Issuance Fund shall be used and withdrawn by the Fiscal Agent from time
to time to pay the 2012 Costs of Issuance, as set forth in one or more Officer's Certificates
containing respective amounts to be paid to the designated payees, and delivered to the Fiscal
Agent concurrently with the delivery of the Series 2012 Bonds or at any time thereafter. The
Fiscal Agent shall pay all 2012 Costs of Issuance after receipt of an invoice from any such
payee which requests payment in an amount which is less than or equal to the amount set
forth with respect to such payee pursuant to an Officer's Certificate requesting payment of
2012 Costs of Issuance. The Fiscal Agent shall maintain the 2012 Costs of Issuance Fund for a
period of 90 days from the date of delivery of the Series 2012 Bonds and then shall transfer
any moneys remaining therein, including any investment earnings thereon, to the Treasurer for
deposit by the Treasurer in the Administrative Expense Fund.
Section 11.08. Security for Series 2012 Bonds. The Series 2012 Bonds shall be Parity
Bonds which shall be secured in the manner and to the extent set forth in Section 3.02, in
Articles IV and V, and in this Article XI.
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Section 11.09. Private Activity Bond Limitations. The Authority shall assure that the
proceeds of the Series 2003-A Bonds and of the Series 2012 Bonds are not so used as to cause
the Series 2012 Bonds to satisfy the private business tests of section 141(b) of the Code or the
private loan financing test of section 141(c) of the Code.
Section 11.10. Federal Guarantee Prohibition. The Authority shall not take any action
or permit or suffer any action to be taken if the result of the same would be to cause the Series
2012 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 11.11. Rebate Requirement. The Authority shall take any and all actions
necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is
applicable to the Series 2012 Bonds.
If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit
in the Administrative Expense Fund, and any other funds available to the District, including
amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid
by the District as soon as practicable from amounts described in the preceding clauses, to
satisfy its obligations under this Section 11.11. The Treasurer shall take note of any investment
of monies hereunder in excess of the yield on the Series 2012 Bonds, and shall take such actions
as are necessary to ensure compliance with this Section 11.11, such as increasing the portion of
the Special Tax levy for Administration Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section 11.11.
Section 11.12. No Arbitrage. The Authority shall not take, or permit or suffer to be
taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Series
2012 Bonds which, if such action had been reasonably expected to have been taken, or had
been deliberately and intentionally taken, on the date of issuance of the Series 2012 Bonds
would have caused the Series 2012 Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code.
Section 11.13. Yield of the Bonds. In determining the yield of the Series 2012 Bonds to
comply with Section 11.11 and 11.12 hereof, the Authority will take into account redemption
(including premium, if any) in advance of maturity based on the reasonable expectations of
the Authority, as of the Closing Date, regarding prepayments of Special Taxes and use of
prepayments for redemption of the Series 2012 Bonds, without regard to whether or not
prepayments are received or Series 2012 Bonds redeemed.
Section 11.14. Maintenance of Tax -Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the Series 2012 Bonds from the gross income of
the Owners of the Series 2012 Bonds to the same extent as such interest is permitted to be
excluded from gross income under the Code as in effect on the date of issuance of the Series
2012 Bonds.
Section 11.15. Effect of this Article XI. Except as in this Article XI expressly provided
or except to the extent inconsistent with any provision of this Article XI, the Series 2012 Bonds
shall be deemed to be "Bonds" under and within the meaning of Section 1.03, and every term
and condition contained in the foregoing provisions of this Agreement shall apply to the Series
2012 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 XI.
SECTION 2. Attachment of Exhibit C. The Fiscal Agent Agreement is hereby further
amended by incorporating therein an Exhibit C setting forth the form of the Series 2012 Bonds,
-8-
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 Fi cis al Agentgreement. The Fiscal Agent
Agreement is hereby further amended as follows:
(A) Section 1.03 of the Fiscal Agent Agreement is hereby amended by adding thereto
the following:
"DTC" means The Depository Trust Company, New York, New York, and its
successors and assigns.
"Series 2012 Bonds" means the Temecula Public Financing Authority
Community Facilities District No. 03-1 (Crowne Hill) Special Tax Refunding Bonds,
Series 2012, authorized to be issued under Section 11.02.
"Second Supplement" means the Second Supplemental Fiscal Agent
Agreement, dated as of August 1, 2012, between the Authority, for and on behalf of
the District, and the Fiscal Agent.
(B) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
the term "Agreement" therein, and by inserting therein, in lieu thereof, the following:
"Agreement" means this Fiscal Agent Agreement, as amended and supplemented by
Supplemental Agreement No. 1 and by the Second Supplement, and as it may be further
amended or supplemented from time to time by any additional Supplemental Agreement
entered into pursuant to the provisions hereof.
(C) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
the term "Bonds" therein, and by inserting therein, in lieu thereof, the following: "Bonds"
means the Series 2003-A Bonds, the Series 2005-B Bonds, the Series 2012 Bonds, and, if the
context requires, any additional Parity Bonds, at any time Outstanding under this Agreement
or any Supplemental Agreement.
(D) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
the term "Continuing Disclosure Agreement" therein, and by inserting therein, in lieu thereof,
the following: "Continuing Disclosure Agreement" means, collectively, (i) the Continuing
Disclosure Agreement of the Authority, dated as of July 1, 2003, by and between the
Authority and U.S. Bank National Association, as dissemination agent (the "Dissemination
Agent"), as originally executed and as it may be amended from time to time in accordance
with its terms; (ii) the Continuing Disclosure Agreement, dated as of August 1, 2005, by and
between the Authority and the Dissemination Agent, as originally executed and as it may be
amended from time to time in accordance with its terms; and (iii) the Continuing Disclosure
Agreement pertaining to the Series 2012 Bonds, executed as of the Closing Date (as defined in
Section 11.01) by the Authority, as originally executed and as it may be amended from time to
time in accordance with its terms.
(E) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
the term "Information Services" therein, and by inserting therein, in lieu thereof, the following:
"Inforniation Services" means the Electronic Municipal Market Access System (referred to as
"EMMA"), a facility of the Municipal Securities Rulemaking Board, (at
http://emma.msrb.org); and, in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such services providing information with
respect to called bonds as the Authority may designate in an Officer's Certificate delivered to
the Fiscal Agent.
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(F) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
clause (iii) of the term "Reserve Requirement" therein, and by inserting therein, in lieu thereof,
the following: "(iii) ten percent (10%) of the original principal amount of the Bonds."
(G) Section 1.03 of the Fiscal Agent Agreement is hereby further amended by deleting
the term "Securities Depositories" therein, and by inserting therein, in lieu thereof, the
following: "Securities Depositories" means The Depository Trust Company, 55 Water Street,
New York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other addresses and/or such
other securities depositories as the Authority may designate in an Officer's Certificate
delivered to the Fiscal Agent.
(H) Section 2.12 of the Fiscal Agent Agreement is hereby amended by deleting the
second paragraph thereof, and by inserting therein, in lieu thereof, the following:
"Notwithstanding the foregoing, from and after the Closing Date (as defined in
Section 11.01), (i) the Authority may only issue Parity Bonds that are Refunding Bonds,
and (ii) in connection with the issuance of Parity Bonds, the Authority need not satisfy
the requirements of clauses (D), (E) and (F) above, and the Officer's Certificate in
clause (G) above need not make reference to said clauses (D), (E) and (F)."
(I) Section 4.04(A) of the Fiscal Agent Agreement is hereby amended by adding
thereto, after the second sentence thereof, the following: "There is also hereby created within the
Reserve Fund a separate subaccount designated as the "2012 Subaccount" which subaccount
is hereby established for purposes of accounting for the use and disposition of Series 2012
Bonds, a portion of the proceeds of which will be deposited to such 2012 Subaccount pursuant
to Section 11.06(A), and amounts in such subaccount shall for all purposes of this Agreement
be deemed to be part of the amounts on deposit in the Reserve Fund and amounts in such
2012 Subaccount and any earnings thereon in such 2012 Subaccount shall be drawn upon pro
rata with all other amounts in the Reserve Fund whenever a draw is made on the Reserve Fund
under this Section 4.04."
(J) The Fiscal Agent Agreement is hereby amended by adding thereto, as a new Section
5.20 thereof, the following:
"Section 5.20. No Additional Bonds. Except as expressly permitted by Section
2.12 hereof, the Authority shall not issue any additional bonds secured by (A) a pledge
of Special Taxes on a parity with or senior to the pledge thereof under Section 3.02
hereof; or (B) any amounts in any funds or accounts established hereunder."
(K) The Fiscal Agent Agreement is hereby amended by adding thereto, as a new
Section 5.21 thereof, the following:
"Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at
a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly
agrees to take the property subject to the lien for Special Taxes imposed by the District
and that the Special Taxes levied on the property are payable while the Authority owns
the property."
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(L) The Fiscal Agent Agreement is hereby amended by deleting Sections 9.07(A) and
(B) thereof, and by inserting therein, in lieu thereof, the following:
"(A) Annual Reporting. Not later than October 30 of each calendar year,
beginning with the October 30 first succeeding the Closing Date, and in each calendar
year thereafter until the October 30 following the final maturity of the Bonds, the
Treasurer shall cause the following information to be supplied to CDIAC: (i) the name
of the Authority; (ii) the full name of the District; (iii) the name, title, and series of each
Bond issue; (iv) any credit rating for any series of the Bonds and the name of the rating
agency; (v) the Closing Date for each Bond issue and the original principal amount of
each Bond issue; (vi) the amount of the Reserve Requirement; (vii) the principal amount
of each series of the Bonds outstanding; (viii) the balance in the Reserve Fund; (ix) that
there is no capitalized interest account for the Bonds; (x) the number of parcels in the
District that are delinquent with respect to Special Tax payments, the amount that each
parcel is delinquent, the total amount of Special Taxes due on the delinquent parcels,
the length of time that each has been delinquent, when foreclosure was commenced for
each delinquent parcel, the total number of foreclosure parcels for each date specified,
and the total amount of tax due on the foreclosure parcels for each date specified; (xi)
the balance, if any, in the accounts within the Improvement Fund; (xii) the assessed
value of all parcels subject to the Special Tax to repay the Bonds as shown on the most
recent equalized roll, the date of assessed value reported, and the source of the
information; (xiii) the total amount of Special Taxes due, the total amount of unpaid
Special Taxes, and whether or not the Special Taxes are paid under any County Teeter
Plan (Chapter 6.6 (commencing with Section 54773) of the California Government
Code); (xiv) the reason and the date, if applicable, that any series of the Bonds was
retired; and (xv) contact information for the party providing the foregoing information.
The annual reporting shall be made using such form or forms as may be prescribed by
CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and
interest due on any scheduled payment date for the Bonds, or if funds are withdrawn
from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall
notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify
CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of
such failure or withdrawal, and the Authority shall provide notice under the
Continuing Disclosure Agreement of such event as required thereunder."
SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of
this Second Supplement shall for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of this Second Supplement. The
Authority hereby declares that it would have entered into this Second Supplement and each
and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue
of the Series 2012 Bonds pursuant thereto irrespective of the fact that any one or more
Sections, paragraphs, sentences, clauses, or phrases of this Second Supplement may be held
illegal, invalid or unenforceable.
SECTION 5. Execution in Counterparts. This Second 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 Second 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.
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IN WITNESS WHEREOF, the Authority and the Fiscal Agent have caused this Second
Supplement to be executed as of August 1, 2012.
20009.10:J11753
S-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-1 (CROWNE HILL)
By:
Executive Director
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By
Authorized Officer
EXHIBIT A TO SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT
No.
EXHIBIT C
FORM OF SERIES 2012 BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BOND, SERIES 2012
INTEREST RATE
MATURITY DATE
BOND DATE
CUSIP
September 1, ____
August __, 2012
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill)
(the "District"), for value received, hereby promises to pay solely from the Special Tax (as
hereinafter defined) to be collected in the District or amounts in the funds and accounts held
under the Agreement (as hereinafter defined), to the registered owner named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such
principal amount from the Bond Date set forth above, or from the most recent interest
payment date to which interest has been paid or duly provided for, semiannually on March 1
and September 1, commencing March 1, 2013, at the interest rate set forth above, until the
principal amount hereof is paid or made available for payment. The principal of this Bond is
payable to the registered owner hereof in lawful money of the United States of America upon
presentation and surrender of this Bond at the Principal Office (as defined in the Agreement
referred to below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this
Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the
registered owner hereof as of the close of business on the 15th day of the month preceding the
month in which the interest payment date occurs (the "Record Date") at such registered
owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if
the Bonds are in book -entry -only form, or (ii) otherwise upon written request filed with the
Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate
principal amount of Bonds, by wire transfer in immediately available funds to the depository
for the Bonds or to an account in the United States designated by such registered owner in
such written request, respectively.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount
of $ approved by a resolution of the Board of Directors of the Authority adopted
on July 10, 2012 (the "Resolution"), and being issued pursuant to the provisions of Section
A-1
53311 et seq. of the California Government Code (the "Act") and Article 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code, for the purpose of refunding
the Temecula Public Financing Authority Community Facilities District No. 03-01 (Crown Hill)
Special Tax Bonds, Series 2003-A and is one of the series of bonds designated "Temecula
Public Financing Authority Community Facilities District No. 03-1 (Crown Hill) Special Tax
Refunding Bonds, Series 2012" (the "Bonds"). The creation of the Bonds and the terms and
conditions thereof are provided for in the Fiscal Agent Agreement, dated as of July 1, 2003,
between the Authority and the Fiscal Agent, as amended and supplemented by a First
Supplemental Fiscal Agent Agreement, dated as of August 1, 2005, between the Authority
and the Fiscal Agent and by a Second Supplemental Fiscal Agent Agreement, dated as of
August 1, 2012, between the Authority and the Fiscal Agent (collectively, the "Agreement")
and this reference incorporates the Resolution and the Agreement herein, and by acceptance
hereof the owner of this Bond assents to said terms and conditions. The Authority has issued,
for and on behalf of the District, under the Agreement its $3,865,000 Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds,
Series 2005-B (the "Series 2005-B Bonds"), which Series 2005-B Bonds are secured on a parity
with the Bonds under the Agreement. Pursuant to and as more particularly provided in the
Resolution and in the Agreement, additional bonds may be issued by the Authority from time
to time secured by a lien on a parity with the lien securing the Bonds and the Series 2005-B, but
any such additional bonds must be Refunding Bonds, as such term is defined in the
Agreement. The Resolution is adopted and the Agreement is entered into under and this Bond
is issued under, and all are to be construed in accordance with, the laws of the State of
California.
Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on
this Bond are payable solely from the annual special tax authorized under the Act to be
collected within the District (the "Special Tax") and certain funds held under the Agreement.
Interest on this Bond shall be payable from the interest payment date next preceding
the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in
which event it shall bear interest from such date of authentication, or (ii) it is authenticated
prior to an interest payment date and after the close of business on the Record Date preceding
such interest payment date, in which event it shall bear interest from such interest payment
date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment
date, in which event it shall bear interest from the Bond Date set forth above; provided,
however, that if at the time of authentication of this Bond, interest is in default hereon, this
Bond shall bear interest from the interest payment date to which interest has previously been
paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the Authority, as may be permitted by law. The
Bonds do not constitute obligations of the Authority for which the Authority is obligated to
levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to
the Bonds or the Agreement.
The Bonds are subject to redemption prior to their stated maturity on any interest
payment date, as a whole or in part among maturities as provided in the Agreement, at a
redemption price (expressed as a percentage of the principal amount of the Bonds to be
redeemed), as set forth below, together with accrued interest thereon to the date fixed for
redemption:
A-2
Redemption Dates Redemption Prices
Any Interest Payment Date from March 1,
2013 to and including March 1, ____
September 1, and any interest payment
date thereafter
The Bonds maturing on September 1, ____, are subject to mandatory sinking payment
redemption in part on September 1, ____ and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1) Sinking Payments
The Bonds maturing on September 1, _ are subject to mandatory sinking payment
redemption in part on September 1, ____, and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1) Sinking Payments
The Bonds are also subject to redemption from the proceeds of Special Tax
Prepayments and any corresponding transfers from the Reserve Fund pursuant to the
Agreement, on any Interest Payment Date, among maturities as specified in the Agreement
and by lot within a maturity, at a redemption price (expressed as a percentage at the principal
amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the
date fixed for redemption:
Redemption Dates Redemption Prices
Any interest payment date from March 1,
2013 to and including March 1, _ •
September 1, _ and any interest payment
date thereafter
In the event of a redemption of less than all of the Bonds, the Bonds shall be redeemed
by lot within a maturity, and among maturities in the manner specified in the Agreement.
A-3
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the
Fiscal Agent does not receive sufficient funds by the scheduled redemption date the
redemption shall not occur and the Bonds for which notice of redemption was given shall
remain outstanding for all purposes of the Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated
as herein provided, and the principal hereof, interest hereon and any redemption premium
shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall
require the registered owner requesting transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such transfer or exchange. No transfer
or exchange hereof shall be required to be made (i) fifteen days prior to the date established by
the Fiscal Agent for selection of Bonds for redemption, (u) with respect to a Bond after such
Bond has been selected for redemption, or (iii) between a Record Date and the succeeding
interest payment date. Exchanges may only be made for Bonds in authorized denominations,
as provided in the Agreement.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein.
The Bonds are not general obligations of the Authority, but are limited obligations
payable solely from the revenues and funds pledged therefor under the Agreement. Neither
the faith and credit of the Authority or the State of California or any political subdivision
thereof is pledged to the payment of the Bonds.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent. •
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
this Bond have existed, happened and been performed in due time, form and manner as
required by law, and that the amount of this Bond does not exceed any debt limit prescribed
by the laws or Constitution of the State of California.
A-4
IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond
to be dated the Bond Date set forth above, to be signed by the facsimile signature of its
Executive Director and countersigned by the facsimile signature of its Secretary.
[S E A L]
ATTEST
Secretary
A-5
TEMECULA PUBLIC FINANCING
AUTHORITY
Executive Director
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has
been authenticated on
A-6
U.S. Bank National Association, as Fiscal
Agent
By:
Authorized Signatory
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Signature:
Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must
guarantor. correspond with the name(s) as written on
the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
A-7
APPENDIX D
FORM OF CONTINUING DISCLOSURE AGREEMENT
This CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is executed and
entered into as of August 1, 2012, by and among Willdan Financial Services, as Dissemination Agent (the
"Dissemination Agent"), 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 in its capacity as Fiscal Agent (the
"Fiscal Agent"), and the Temecula Public Financing Authority, a joint exercise of powers authority organized
and existing under and by virtue of the Constitution and of the laws of the State of California (the "Authority"),
for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-01
(Crowne Hill) (the "District");
WITNESSETH:
WHEREAS, pursuant to the Fiscal Agent Agreement, dated as of July 1, 2003, by and between the
Authority, for and on behalf of the District, and the Fiscal Agent, as amended and supplemented by the First
Supplemental Fiscal Agent Agreement, dated as of August 1, 2005, and by the Second Supplemental Fiscal
Agent Agreement dated as of August 1, 2012 (collectively, the "Fiscal Agent Agreement"), the Authority has
issued for the District its 2012 Special Tax Refunding Bonds in the aggregate principal amount of
$ (the "2012 Bonds"); and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority, the
Dissemination Agent and the Fiscal Agent for the benefit of the owners and beneficial owners of the 2012
Bonds and in order to assist the underwriter of the 2012 Bonds in complying with Securities and Exchange
Commission Rule 15c2 -12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein
contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed
thereto in the Fiscal Agent Agreement. In addition, the following capitalized terms shall have the following
meanings:
"Annual Report" shall mean any Annual Report provided by the Authority pursuant to, and described
in, Sections 2 and 3 of this Disclosure Agreement.
"Annual Report Date" shall mean the date in each year that is eight months after the end of the
Authority's fiscal year, which date, as of the date of this Disclosure Agreement, is March 1.
"Disclosure Representative" shall mean the Chief Financial Officer of the City of Temecula, as
Treasurer of the Authority, or his or her designee, or such other office or employee as the Authority shall
designate in writing to the Fiscal Agent from time to time.
"Dissemination Agent" shall mean Willdan Financial Services, as Dissemination Agent hereunder, or
any successor Dissemination Agent designated in writing by the Authority and which has filed with the
Authority and the Fiscal Agent a written acceptance of such designation.
"District" shall mean Temecula Public Financing Authority Community Facilities District No. 03-01
(Crowne Hill).
D-1
"EMMA System" shall mean the Electronic Municipal Market Access System of the MSRB or such
other electronic system designated by the MSRB (as defined below) or the Securities and Exchange
Commission (the "S.E.C.") for compliance with S.E. C. Rule 15c2-12.
"Listed Events" shall mean any of the events listed in Section 4(a) of this Disclosure Agreement.
"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 [July _, 2012], relating to the 2012
Bonds.
"Participating Underwriter" shall mean Stifel, Nicolaus & Company, Incorporated, dba Stone &
Youngberg, a Division of Stifel Nicolaus, Los Angeles, California.
"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.
Section 2. Provision of Annual Reports.
(a) The Authority shall, or, upon furnishing the Annual Report to the Dissemination
Agent, 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 and to the Fiscal Agent [and to the Participating Underwriter] an Annual Report
which is consistent with the requirements of Section 3 of this Disclosure Agreement, not later
than the Annual Report Date, commencing with the report for the 2011-12 fiscal year. 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 3 of this
Disclosure Agreement; provided, however, that the audited financial statements of the
Authority, if any, 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 Authority's fiscal year changes, it shall give notice of such change in the same
manner as for a Listed Event under Section 4(e). The Annual Report may be provided in
electronic format to the MSRB through the EMMA System.
(b) Not later than fifteen (15) Business Days prior to the Annual Report Date, the
Authority shall provide the Annual Report (in a form suitable for reporting to the MSRB
through the EMMA System) to the Dissemination Agent, the Fiscal Agent (if the Fiscal Agent
is not the Dissemination Agent) [and the Participating Underwriter]. If by such date, the
Fiscal Agent has not received a copy of the Annual Report, the Fiscal Agent shall contact the
Disclosure Representative and the Dissemination Agent to inquire if the Authority is in
compliance with the first sentence of this subsection (b). The Authority shall provide a
written certification with each Annual Report furnished to the Dissemination Agent to the
effect that such Annual Report constitutes the Annual Report required to be furnished by it
hereunder. The Dissemination Agent may conclusively rely upon such certification of the
Authority and shall have no duty or obligation to review such Annual Report.
(c) If the Fiscal Agent is unable to verify that an Annual Report has been provided to
the MSRB through the EMMA System by the Annual Report Date, the Fiscal Agent shall
D-2
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 Annual Report Date the electronic filing
requirements of MSRB for the Annual Reports;
(ii) provide any Annual Reports received by it to the MSRB through the EMMA
System and to the Fiscal Agent as provided herein; and
(iii) to the extent it can confirm such filing of an Annual Report, file a report with
the Authority, [the Participating Underwriter] and (if the Dissemination Agent is not the
Fiscal Agent) the Fiscal Agent certifying that the Annual Report has been provided pursuant
to this Disclosure Agreement, stating the date it was provided and confirming that it has been
filed with the MSRB through the EMMA System,
Section 3. Content of Annual Reports. The Authority's Annual Report shall contain or incorporate by
reference the following:
(a) The Authority's audited financial statements, if any, 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 Authority's audited financial
statements, if any, are not available by the time the Annual Report is required to be filed pursuant to
Section 2(a), the Annual Report shall contain unaudited financial statements in a format similar to that
used for the Authority's audited financial statements, and the audited fmancial statements, if any, shall
be filed in the same manner as the Annual Report when they become available. If the Authority's
audited financial statements, if any, or unaudited financial statements are already filed, the Annual
Report may reference that such financial statements are on file with the MSRB.
(b) The following information regarding the 2012 Bonds and any parity bonds, or
refunding bonds:
(i) The principal amount of 2012 Bonds and any parity bonds, if any, or refunding
bonds outstanding as of a date within 45 days preceding the Annual Report Date;
(ii) The balance in the Reserve Fund, if any, and a statement of the Reserve
Requirement as of a date within 60 days preceding the Annual Report Date and the
balance in the other funds and accounts held under the Fiscal Agent Agreement;
(iii) Information regarding the amount of the annual special taxes levied in the District in
the format of Table 2 of the Official Statement, and the amount of Special Tax
owed, as shown on such assessment roll of the Riverside County Assessor last
equalized prior to the September 30 next preceding the Annual Report Date;
(iv) An update of Table 6 in the Official Statement, summarizing the assessed value -to -
lien ratios for the property in the District. The assessed values in such table will be
determined by reference to the value of the parcels within the District on which the
Special Taxes are levied, as shown on the assessment roll of the Riverside County
Assessor last equalized prior to the September 2 next preceding the Annual Report
Date. The lien values in such table will include all 2012 Bonds and any parity bonds
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or refunding bonds of the Authority for the District but will not include other debt
secured by a tax or assessments Ievied on parcels within the District;
(v) Information regarding the Special Tax delinquency rate for all parcels within the
District on which the Special Taxes are levied, as shown on the assessment roll ofthe
Riverside County Assessor last equalized prior to the September 30 next preceding
the Annual Report Date in the format of Table 3 of the Official Statement and
information pertaining to delinquencies deemed appropriate by the Authority;
provided, however, that parcels with aggregate delinquencies of $5,000 or less
(excluding penalties and interest) may be grouped together and such information may
be provided by category;
(vi) The status of foreclosure proceedings for any parcels within the District on which the
Special Taxes are levied and a summary of the results of any foreclosure sales as of
the September 30 next preceding the Annual Report Date; and
(vii) If the Authority or the City establishes a community facilities district overlapping all
or a portion of the District, the principal amount of bonds authorized for such
community facilities district, the percentage of such bonds supported by special taxes
on property within the District, and the amount of bonds issued by such community
facilities district.
(c) In addition to any of the information expressly required to be provided under
paragraphs (a) and (b) of this Section, the Authority shall provide such further information, if any, as
may be necessary to make the statements required under section 3(b), in the light ofthe circumstances
under which they are made, not misleading for purposes of applicable federal securities laws.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Authority or related public entities,
which 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 Authority shall clearly identify each such other document so included by
reference.
Section 4. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 4, the Authority shall give, or cause
to be given, in a timely manner, not in excess often business days after the occurrence of the
event, notice of any of the following events with respect to the 2012 Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reelecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
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(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security or other material events affecting the
tax status of the security;
(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 obligated
person;
(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 (3) 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 Authority promptly notify the Dissemination Agent in writing whether
or not to report the event pursuant to subsection (e), provided, however, that the Dissemination Agent shall
have no liability to Bond Owners for any failure to provide such notice. For purposes of this Disclosure
Agreement, "actual knowledge" of the occurrence of the Listed Events described under clauses (ii), (iii), (vi),
(x) and (xi), (xii), (xiii), (xiv) above shall mean actual knowledge by an officer at the corporate trust 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 satisfy the notice requirements of Section 5(a) , the
Authority shall notify the Dissemination Agent in writing of the occurrence of any of the Listed Events. Such
notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (e). The
1 Por 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 an obligated person 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 obligated person, 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 obligated person.
D-5
Authority 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 Authority determines that the Listed Event subject to a materiality requirement
referenced in clauses (a)(ii), (vi), (vii), (viii), (x), (xiii) or (xiv) would not be material under applicable federal
securities law, the Authority shall so notify the Dissemination Agent in writing and instruct the Dissemination
Agent not to report the occurrence pursuant to subsection (e).
(e) If the Dissemination Agent has been instructed by the Authority 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. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this
subsection any earlier than the notice (if any) of the underlying event is given to owners of affected 2012
Bonds pursuant to the Fiscal Agent Agreement.
Section 5. Termination of Reporting Obligation. All of the Authority's obligations under this
Disclosure Agreement shall terminate upon the earliest to occur of (i) the legal defeasance of the 2012 Bonds,
(ii) prior redemption of the 2012 Bonds or (iii) payment in full of all the 2012 Bonds. If such determination
occurs prior to the final maturity of the 2012 Bonds, the Authority shall give notice of such termination in the
same manner as for a Listed Event under Section 4(e).
Section 6. Dissemination Agent. The Authority may, from time to time, appoint or engage a
Dissemination Agent to assist in carrying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The
initial Dissemination Agent shall be Willdan Financial Services. The Dissemination Agent may resign by
providing forty-five (45) days' written notice to the Authority and the Fiscal Agent (if the Fiscal Agent is not
the Dissemination Agent). The Dissemination Agent shall have no duty to prepare the Annual Report nor shall
the Dissemination Agent be responsible for filing any Annual Report not provided to it by the Authority in a
timely manner and in a form suitable for filing. If at any time there is not any other designated Dissemination
Agent, the Fiscal Agent shall be the Dissemination Agent.
Section 7. Amendment; Waiver. Notwithstanding any other provision ofthis Disclosure Agreement,
the Authority, the Fiscal Agent and the Dissemination Agent may amend this Disclosure Agreement (and the
Fiscal Agent and the Dissemination Agent shall agree to any amendment so requested by the Authority, so long
as such amendment does not adversely affect the rights or obligations of the Fiscal Agent or the Dissemination
Agent), and any provision ofthis Disclosure Agreement may be waived, provided that the following conditions
are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 2(a), 3 or 4(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 2012 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 primary offering of the 2012 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 a majority of
the owners of the 2012 Bonds affected thereby in the manner provided in the Fiscal Agent Agreement
D-6
for amendments to the Fiscal Agent Agreement with the consent of owners, or (ii) does not, in the
opinion of nationally recognized bond counsel, materially impair the interests of the owners or
beneficial owners of the 2012 Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the
amended operating data or financial information shall explain, in narrative form, the reasons for the
amendment and the impact of the change in the type of operating data or financial information being provided.
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 Authority to meet its obligations, including
its obligation to pay debt service on the 2012 Bonds. 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 through the
EMMA System in the same manner as for a Listed Event under Section 4(e).
Section 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent
the Authority from disseminating any other information, using the means of dissemination set forth in this
Disclosure Agreement or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure
Agreement. If the Authority chooses to include any information in any Annual Report or notice of occurrence
of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Authority
shall have no obligation under this Disclosure Agreement to update such information or include it in any future
Annual Report or notice of occurrence of a Listed Event.
Section 9. Default. In the event of a failure of the Authority, the Dissemination Agent or the Fiscal
Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent may (and, at the written
direction of any Participating Underwriter or the owners of at least 25% aggregate principal amount of
Outstanding Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Fiscal Agent), or any
owner or beneficial owner of the 2012 Bonds may, take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Authority, the Dissemination
Agent or the Fiscal Agent, as the case may be, to comply with its obligations under this Disclosure Agreement.
A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent
Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the Authority,
the Dissemination Agent or the Fiscal Agent to comply with this Disclosure Agreement shall be an action to
compel performance.
Section 10. Duties, Immunities and Liabilities of Fiscal Agent and Dissemination Agent.
Section 7.01 and Section 7.02 of the Fiscal Agent Agreement are hereby made applicable to this Disclosure
Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Fiscal Agent
Agreement, and the Fiscal Agent and the Dissemination Agent shall be entitled to the protections, limitations
from liability and indemnities afforded to the Fiscal Agent thereunder. The Dissemination Agent and the
Fiscal Agent shall have only such duties hereunder as are specifically set forth in this Disclosure Agreement.
This Disclosure Agreement does not apply to any other securities issued or to be issued by the Authority. The
Dissemination Agent shall have no obligation to make any disclosure concerning the 2012 Bonds, the
Authority or any other matter except as expressly set out herein, provided that no provision of this Disclosure
Agreement shall limit the duties or obligations of the Fiscal Agent under the Fiscal Agent Agreement. The
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Dissemination Agent shall have no responsibility for the preparation, review, form or content of any Annual
Report or any notice of a Listed Event. The fact that the Fiscal Agent has or may have any banking, fiduciary
or other relationship with the Authority or any other party, apart from the relationship created by the Fiscal
Agent Agreement and this Disclosure Agreement, shall not be construed to mean that the Fiscal Agent has
knowledge or notice of any event or condition relating to the 2012 Bonds, the Authority or the District except
in its respective capacities under such agreements. No provision of this Disclosure Agreement shall require or
be construed to require the Dissemination Agent to interpret or provide an opinion concerning any information
disclosed hereunder. Information disclosed hereunder by the Dissemination Agent may contain such
disclaimer language concerning the Dissemination Agent's responsibilities hereunder with respect thereto as
the Dissemination Agent may deem appropriate. The Dissemination Agent may conclusively rely on the
determination of the Authority as to the materiality of any event for purposes of Section 4 hereof. Neither the
Fiscal Agent nor the Dissemination Agent makes any representation as to the sufficiency of this Disclosure
Agreement for purposes of the Rule. The Dissemination Agent shall be paid compensation by the Authority
for its services provided hereunder in accordance with its schedule of fees, as amended from time to time, and
all expenses, legal fees and advances made or incurred by the Dissemination in the performance of its duties
hereunder. The Authority's obligations under this Section 10 shall survive the termination of this Disclosure
Agreement.
Section 11. Beneficiaries. The Participating Underwriter and the owners and beneficial owners from
time to time of the 2012 Bonds shall be third party beneficiaries under this Disclosure Agreement. This
Disclosure Agreement shall inure solely to the benefit of the Authority, the Fiscal Agent, the Dissemination
Agent, the Participating Underwriter and owners and beneficial owners from time to time of the 2012 Bonds,
and shall create no rights in any other person or entity.
Section 12. Notices. Any notice or communications herein required or permitted to be given to the
Authority, the Fiscal Agent or the Dissemination Agent shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited,
postage prepaid, in a post office letter box, to the addresses set forth below, or to such other address as may be
provided to the other parties hereinafter listed in writing from time to time, namely:
If to the Authority: Temecula Public Financing Authority
41000 Main Street
Temecula, California 92590
Attention: Chief Financial Officer
Telephone: 951/694-6430
Telecopier: 951/694-6479
If to the Community
Facilities District:
Community Facilities District No. 03-01 (Crowne Hill)
41000 Main Street
Temecula, California 92590
Attention: Chief Financial Officer
Telephone: 951/694-6430
Telecopier: 951/694-6479
If to the Willdan Financial Services
Dissemination 27368 Via Industria, Suite 110
Agent: Temecula, California
Telephone: [951/587-3546]
Telecopier: 951/587-3510
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If to the
Fiscal Agent:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
LM-CA-T24T
Los Angeles, California 90071
Telephone: 213/615-6030
Telecopier: 213/615-6199
If to the Stifel, Nicolaus & Company, Incorporated,
Participating dba Stone & Youngberg, a Division of Stifel Nicolaus
Underwriter: One Ferry Building
San Francisco, California 94111
Telephone: 415/445-2300
Attention: Municipal Research Department
provided, however, that all such notices, requests or other communications may be made by telephone and
promptly confirmed by writing. The parties may, by notice given as aforesaid, specify a different address for
any such notices, requests or other communications.
Section 13. Future Determination of Obligated Persons. In the event the S.E.C. amends, clarifies or
supplements the Rule in such a manner that requires any landowner within the Authority to be an obligated
person as defined in the Rule, nothing contained herein shall be construed to require the Authority to meet the
continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this
Disclosure Agreement shall be deemed to obligate the Authority to disclose information concerning any owner
of land within the Authority except as required as part of the information required to be disclosed by the
Authority pursuant to Section 4 and Section 5 hereof.
Section 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.
Section 15. State of California Law Governs. The validity, interpretation and performance of this
Disclosure Agreement shall be governed by the laws of the State of California.
Section 16. Counterparts. This Disclosure Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.
Section 17. Merger. Any person succeeding to all or substantially all of the Dissemination Agent's
corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any
further act.
D-9
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as ofthe date
first above written.
TEMECULA PUBLIC FINANCING AUTHORITY,
FOR AND ON BEHALF OF TEMECULA PUBLIC
FINANCING AUTHORITY COMMUNITY
FACILITES DISTRICT NO. 03-01 (CROWNE HILL)
By:
Bob Johnson, Executive Director
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
WILLDAN FINANCIAL SERVICES,
as Dissemination Agent
By:
Authorized Officer
D-10
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Temecula Public Financing Authority, for and on behalf of Temecula Public
Financing Authority Community Facilities District No. 03-01 (Crowne Hill)
Name of Bond Issue:
Temecula Public Financing Authority
Community Facilities District No. 03-01 (Crowne Hill)
2012 Special Tax Bonds
Date of Issuance: [August , 2012]
NOTICE IS HEREBY GIVEN that the Temecula Public Financing Authority (the "Authority") has not
provided an Annual Report with respect to the above-named 2012 Bonds as required by the Continuing
Disclosure Agreement, dated as of August 1, 2012, by and among Willdan Financial Services as Dissemination
Agent, U.S. Bank National Association, in its capacity as Fiscal Agent, and the Authority. [The Authority
anticipates that the Annual Report will be filed by .1
Dated: ,
WILLDAN FINANCIAL SERVICES, as
Dissemination Agent, on behalf of the Temecula
Public Financing Authority
Authorized Officer
cc: Temecula Public Financing Authority
Stifel, Nicolaus & Company, Incorporated,
dba Stone & Youngberg, a Division of Stifel Nicolaus
D -1I
Attachment No. 3
Fiscal Agent Agreement for Wolf Creek
Quint & Thimmig f11'
5/25/12
5/29/12
6/6/12
6/20/12
6/28/12
FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Conanunity Facilities District No. 03-03
(Wolf Creek)
2012 Special Tax Refunding Bonds
20009.11:J11793
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement 3
Section 1.02. Agreement for Benefit of Owners of the Bonds 3
Section 1.03. Definitions 3
ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation 12
Section 2.02. Terms of the 2012 Bonds 12
Section 2.03. Redemption 13
Section 2.04. Form of Bonds 16
Section 2.05. Execution of Bonds 16
Section 2.06. Transfer of Bonds 16
Section 2.07. Exchange of Bonds 17
Section 2.08. Bond Register 17
Section 2.09. Temporary Bonds 17
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 17
Section 2.11. Limited Obligation 18
Section 2.12. No Acceleration 18
Section 2.13. Book -Entry System 18
Section 2.12. Issuance of Parity Bonds 19
ARTICLE III
ISSUANCE OF 2012 BONDS
Section 3.01. Issuance and Delivery of 2012 Bonds 21
Section 3.02. Pledge of Special Tax Revenues 21
Section 3.03. Validity of Bonds 21
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2003 Bonds and Other Moneys 22
Section 4.02. Improvement Fund 22
Section 4.03. Costs of Issuance Fund 23
Section 4.04. Reserve Fund 24
Section 4.05. Bond Fund 25
Section 4.06. Special Tax Fund 26
Section 4.07. Administrative Expense Fund 27
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment 29
Section 5.02. Limited Obligation 29
Section 5.03. Extension of Time for Payment 29
Section 5.04. Against Encumbrances 29
Section 5.05. Books and Records 29
Section 5.06. Protection of Security and Rights of Owners 29
Section 5.07. Compliance with Act 29
Section 5.08. Collection of Special Tax Revenues 29
Section 5.09. Covenant to Foreclose 30
Section 5.10. Further Assurances 31
Section 5.11. Private Activity Bond Limitations 31
Section 5.12. Federal Guarantee Prohibition 31
Section 5.13. Rebate Requirement 31
Section 5.14. No Arbitrage 32
Section 5.15. Yield of the 2012 Bonds 32
Section 5.16. Maintenance of Tax -Exemption 32
Section 5.17. Continuing Disclosure to Owners 32
Section 5.18. Reduction of Special Taxes 32
Section 5.19. Limits on Special Tax Waivers and Bond Tenders 32
Section 5.20. No Additional Bonds 33
Section 5.21. City Bid at Foreclosure Sale 33
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILrrY OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds 34
Section 6.02. Limited Obligation 35
Section 6.03. Liability of Authority 35
Section 6.04. Employment of Agents by Authority 36
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent 37
Section 7.02. Liability of Fiscal Agent 38
Section 7.03. Information 39
Section 7.04. Notice to Fiscal Agent 39
Section 7.05. Compensation, Indemnification 39
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted 41
Section 8.02. Owners' Meetings 41
Section 8.03. Procedure for Amendment with Written Consent of Owners 42
Section 8.04. Disqualified Bonds 42
Section 8.05. Effect of Supplemental Agreement 42
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 43
Section 8.07. Amendatory Endorsement of Bonds 43
ARTICLE DC
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties 44
Section 9.02. Successor is Deemed Included in All References to Predecessor 44
Section 9.03. Discharge of Agreement 44
Section 9.04. Execution of Documents and Proof of Ownership by Owners 45
Section 9.05. Waiver of Personal Liability 45
Section 9.06. Notices to and Demands on Authority and Fiscal Agent 45
Section 9.07. State Reporting Requirements 46
Section 9.08. Partial Invalidity 47
Section 9.09. Unclaimed Moneys 47
Section 9.10. Applicable Law 47
Section 9.11. Conflict with Act 47
Section 9.12. Condusive Evidence of Regularity 47
Section 9.13. Payment on Business Day 48
Section 9.14. Counterparts 48
EXHIBIT A — FORM OF 2012 BOND
FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2012 Special Tax Refunding Bonds
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of August 1, 2012,
is by and between the Temecula Public Financing Authority, a joint exercise of powers
authority organized and existing under and by virtue of the laws of the State of California (the
"Authority") for and on behalf of the Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) (the "District"), and U.S. Bank National Association,
a national banking association duly organized and existing under the laws of the United States
of America, as fiscal agent (the "Fiscal Agent").
RECITALS:
WHEREAS, the Board of Directors of the Authority has formed the District under the
provisions of the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311, et
seq. of the California Government Code) (the "Act") and Resolution No. TPFA 03-22 of the
Board of Directors of the Authority adopted on October 28, 2003 (the "Resolution of
Formation");
WHEREAS, the Board of Directors of the Authority, as the legislative body for the
District, is authorized under the Act to levy special taxes to pay for the costs of the District
and to authorize the issuance of bonds, including bonds to refund any bonds of the Authority
for the District, secured by said special taxes under the Act;
WHEREAS, under the provisions of the Act, on January 8, 2004 the Authority, for and
on behalf of the District, issued $30,990,000 initial principal amount of its Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax
Bonds (the "2003 Bonds") to finance various public improvements authorized to be funded by
the District;
WHEREAS, due to favorable interest rates in the financial markets, the Board of
Directors of the Authority has determined to refund the 2003 Bonds in full;
WHEREAS, under the provisions of the Act and Article 11, commencing with Section
53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law"), on July 10, 2012, the Board of Directors of the Authority adopted its
Resolution No. TPFA-____ (the "Resolution"), which resolution, among other matters,
authorized the issuance of the Temecula Public Financing Authority Community Facilities
District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds") to
provide moneys to defease and currently refund in whole the outstanding 2003 Bonds and
provided that said issuance would be in accordance with this Agreement, and authorized the
execution hereof;
WHEREAS, it is in the public interest and for the benefit of the Authority, the District,
the persons responsible for the payment of special taxes to be levied in the District and the
owners of the 2012 Bonds that the Authority enter into this Agreement to provide for the
-1-
issuance of the 2012 Bonds, the disbursement of proceeds of the 2012 Bonds, the disposition
of the special taxes securing the 2012 Bonds and the administration and payment of the 2012
Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the 2012
Bonds, when executed by the Authority for the District and issued as in the Act, the Refunding
Law, the Resolution and this Agreement provided, to be legal, valid and binding and special
obligations of the Authority for the District in accordance with their terms, and all things
necessary to cause the creation, authorization, execution and delivery of this Agreement and
the creation, authorization, execution and issuance of the 2012 Bonds, subject to the terms
hereof, have in all respects been duly authorized.
AGREEMENT:
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act, the Refunding Law and the Resolution.
Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Authority shall be for
the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds,
without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement. Any action by any Owner to enforce the
provisions of this Agreement shall be for the equal benefit and protection of all Owners of the
Bonds.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement,
and of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or subdivision hereof.
"Acquisition Account" means the account by that name established by Section 4.02(A)
within the Improvement Fund.
"Acquisition Agreement" means the Acquisition Agreement, dated as of October 1,
2003, between the Authority and Wolf Creek Development, LLC, as originally executed and as
it may be amended from time to time.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expenses" means costs directly related to the administration of the
District consisting of the costs of computing the Special Taxes and preparing the annual
Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and the
costs of collecting the Special Taxes (whether by the County or otherwise); the costs of
remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its
legal counsel) in the discharge of the duties required of it under this Agreement; the costs of
the Authority, the City or any designee of either the Authority or the City of complying with
the disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement,
including those related to public inquiries regarding the Special Tax and disclosures to
Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of
either the Authority or the City related to an appeal of the Special Tax; any amounts required
to be rebated to the federal government in order for the Authority to comply with Section 5.13;
any fees or expenses of the Escrow Bank and any costs incurred by the Authority or the City
(including fees and expenses of the Escrow Bank) under or in connection with the Escrow
Agreement; an allocable share of the salaries of the City staff directly related to the foregoing
and a proportionate amount of City general administrative overhead related thereto.
Administrative Expenses shall also include amounts advanced by the Authority or the City for
any administrative purpose of the District, including costs related to prepayments of Special
Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts
advanced to ensure compliance with Section 5.13, administrative costs related to the
administration of any joint community facilities agreement regarding the District, and the
costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative
Expenses shall include any such expenses incurred in prior years but not yet paid.
"Administrative Expense Fund" means the fund by that name established by Section
4.07(A) hereof.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or
supplemented from time to time by any Supplemental Agreement adopted pursuant to the
provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for
mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in
such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant
to Section 2.03(A)(ii)).
"Auditor" means the auditor/controller of the County, or such other official at the
County who is responsible for preparing property tax bills.
"Authority" means the Temecula Public Financing Authority and any successor
thereto.
"Authority Attorney" means any attorney or firm of attorneys employed by the
Authority or the City in the capacity of general counsel to the Authority.
"Authorized Officer" means the Chairperson, Executive Director, Treasurer, Secretary
or any other officer or employee authorized by the Board of Directors of the Authority or by an
Authorized Officer to undertake the action referenced in this Agreement as required to be
undertaken by an Authorized Officer.
"Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of
attorneys acceptable to the Authority and nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.05(A) hereof.
"Bond Register" means the books for the registration and transfer of Bonds maintained
by the Fiscal Agent under Section 2.08 hereof.
"Bond Year" means the one-year period beginning on September 2nd in each year and
ending on September 1st in the following year, except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the 2012 Bonds, and, if the context requires, any Parity Bonds, at any
time Outstanding under this Agreement or any Supplemental Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on
which banking institutions in the state in which the Fiscal Agent has its principal corporate
trust office are authorized or obligated by law or executive order to be closed.
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"CDIAC" means the California Debt and Investment Advisory Commission of the
office of the State Treasurer of the State of California or any successor agency or bureau
thereto.
"City" means the City of Temecula, California.
"City Account" means the account by that name established by Section 4.02(A) within
the Improvement Fund.
"Closing Date" means August , 2012, being the date upon which there is a physical
delivery of the 2012 Bonds in exchange for the amount representing the purchase price of the
2012 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the 2012 Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the 2012 Bonds, together with applicable
proposed, temporary and final regulations promulgated, and applicable official public
guidance published, under the Code.
"Continuing Disclosure Agreement" means that certain Continuing Disclosure
Agreement pertaining to the 2012 Bonds, executed as of the Closing Date by the Authority, as
originally executed and as it may be amended from time to time in accordance with the terms
thereof.
"Costs of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Authority or the City and related to the authorization, sale and issuance of
the 2012 Bonds and the refunding and defeasance of the 2003 Bonds, which items of expense
shall include, but not be limited to, printing costs, costs of reproducing and binding
documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent
including its first annual administration fee, fees and expenses of Fiscal Agent's counsel,
expenses incurred by the City or the Authority in connection with the issuance of the 2012
Bonds and the refunding and defeasance of the 2003 Bonds, Escrow Bank fees and expenses,
special tax consultant fees and expenses, Bond (underwriter's) discount, legal fees and
charges, including bond counsel and disclosure counsel, financial consultants' fees, rating
agency fees, charges for execution, transportation and safekeeping of the 2012 Bonds, and
other costs, charges and fees in connection with the foregoing.
"Costs of Issuance Fund" means the fund by that name established by Section 4.03(A)
hereof.
"County" means the County of Riverside, California.
"DTC" means The Depository Trust Company, New York, New York, and its
successors and assigns.
"Debt Service" means the scheduled amount of interest and amortization of principal
(including principal payable by reason of Section 2.03(A)(ii)) on the Bonds and the scheduled
amount of interest and amortization of principal payable on any Parity Bonds during the
period of computation, excluding amounts scheduled during such period which relate to
principal which has been retired before the beginning of such period.
"Depository" means (a) initially, DTC, and (b) any other Securities Depository acting
as Depository pursuant to Section 2.13.
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"District" means the Temecula Public Financing Authority Community Facilities
District No. 03-03 (Wolf Creek), formed by the Authority under the Act and the Resolution of
Formation.
"Escrow Agreement" means the Escrow Agreement, dated as of August 1, 2012, by
and between the Authority and the Escrow Bank.
"Escrow Bank" means U.S. Bank National Association, in its capacity as escrow bank
under the Escrow Agreement.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is
traded on an established securities market (within the meaning of section 1273 of the Code)
and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's
length transaction (as referenced above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Code, (ii) the investment is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a
specifically negotiated interest rate (for example, a guaranteed investment contract, a forward
supply contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Code, (iii) the investment is a United States Treasury Security --State and
Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California but only if at all times during which the investment is held its
yield is reasonably expected to be equal to or greater than the yield on a reasonably
comparable direct obligation of the United States.
"Federal Securities" means any of the following which are non -callable and which at the
time of investment are legal investments under the laws of the State of California for funds
held by the Fiscal Agent:
(i) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the United States
Department of the Treasury) and obligations, the payment of principal of and interest
on which are directly or indirectly guaranteed by the United States of America,
including, without limitation, such of the foregoing which are commonly referred to as
"stripped" obligations and coupons; or
(ii) any of the following obligations of the following agencies of the United
States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of
beneficial ownership issued by the Farmers Home Administration, (c) participation
certificates issued by the General Services Administration, (d) mortgage-backed bonds
or pass-through obligations issued and guaranteed by the Government National
Mortgage Association, (e) project notes issued by the United States Department of
Housing and Urban Development, and (f) public housing notes and bonds guaranteed
by the United States of America.
"Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and
assigns, and any other corporation or association which may at any time be substituted in its
place, as provided in Section 7.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year
to June 30 of the succeeding year, both dates inclusive.
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"Improvement Fund" means the fund by that name created by and held by the Fiscal
Agent pursuant to Section 4.02(A) hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged
by the person or entity that approved them to have experience in matters relating to the
issuance and/or administration of bonds under the Act; (ii) is in fact independent and not
under the domination of the Authority; (iii) does not have any substantial interest, direct or
indirect, with or in the Authority, or any owner of real property in the District, or any real
property in the District; and (iv) is not connected with the City or the Authority as an officer or
employee of the City or the Authority, but who may be regularly retained to make reports to
the City or the Authority.
"Information Servicgs" means the Electronic Municipal Market Access System (referred
to as "EMMA"), a facility of the Municipal Securities Rulemaking Board, (at
http:/ /emma.msrb.org); and, in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such services providing information with
respect to called bonds as the Authority may designate in an Officer's Certificate delivered to
the Fiscal Agent.
"Interest Payment Dates" means March 1 and September 1 of each year, commencing
March 1, 2013.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Moody's" means Moody's Investors Service, and any successor thereto.
"Officer's Certificate" means a written certificate of the Authority signed by an
Authorized Officer of the Authority.
"Ordinance" means any ordinance of the Authority levying the Special Taxes.
"Original Purchaser" means Stifel, Nicolaus & Company, Incorporated dba Stone &
Youngberg, a Division of Stifel Nicolaus, the first purchaser of the 2012 Bonds from the
Authority.
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in
substitution for which other Bonds shall have been authorized, executed, issued and delivered
by the Authority pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Parity Bonds" means bonds issued by the Authority for the District and secured on a
parity with any then Outstanding Bonds pursuant to Section 2.14 hereof.
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
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"Permitted Investments" means any of the following, but only to the extent that the
same are acquired at Fair Market Value:
(a) Federal Securities.
(b) Registered state warrants or treasury notes or bonds of the State of
California (the "State"), including bonds payable solely out of the revenues from a
revenue-producing property owned, controlled, or operated by the State or by a
department, board, agency, or authority of the State, which are rated in one of the two
highest short-term or long-term rating categories by either Moody's or Standard and
Poor's, and which have a maximum term to maturity not to exceed three years.
(c) Time certificates of deposit or negotiable certificates of deposit issued by a
state or nationally chartered bank or trust company, or a state or federal savings and
loan association which may include the Fiscal Agent and its affiliates; provided, that
the certificates of deposit shall be one or more of the following: continuously and fully
insured by the Federal Deposit Insurance Corporation, and/or continuously and fully
secured by securities described in subdivision (a) or (b) of this definition of Permitted
Investments which shall have a market value, as determined on a marked -to -market
basis calculated at least weekly, and exclusive of accrued interest, or not less than 102
percent of the principal amount of the certificates on deposit.
(d) Commercial paper which at the time of purchase is of "prime" quality of the
highest ranking or of the highest letter and numerical rating as provided by either
Moody's or Standard and Poor's, which commercial paper is limited to issuing
corporations that are organized and operating within the United States of America and
that have total assets in excess of five hundred million dollars ($500,000,000) and that
have an "A" or higher rating for the issuer's debentures, other than commercial paper,
by either Moody's or Standard and Poor's, provided that purchases of eligible
commercial paper may not exceed 180 days' maturity nor represent more than 10
percent of the outstanding commercial paper of an issuing corporation. Purchases of
commercial paper may not exceed 20 percent of the total amount invested pursuant to
this definition of Permitted Investments.
(e) A repurchase agreement with a state or nationally charted bank or trust
company or a national banking association or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New
York, provided that all of the following conditions are satisfied: (1) the agreement is
secured by any one or more of the securities described in subdivision (a) of this
definition of Permitted Investments, (2) the underlying securities are required by the
repurchase agreement to be held by a bank, trust company, or primary dealer having a
combined capital and surplus of at least one hundred million dollars ($100,000,000)
and which is independent of the issuer of the repurchase agreement, and (3) the
underlying securities are maintained at a market value, as determined on a marked -to -
market basis calculated at least weekly, of not less than 103 percent of the amount so
invested.
(f) An investment agreement or guaranteed investment contract with, or
guaranteed by, a financial institution the long-term unsecured obligations of which are
rated Aa2 and "AA" or better, respectively, by Moody's and Standard and Poor's at
the time of initial investment. The investment agreement shall be subject to a
downgrade provision with at least the following requirements: (1) the agreement shall
provide that within five business days after the financial institution's long-term
unsecured credit rating has been withdrawn, suspended, other than because of general
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withdrawal or suspension by Moody's or Standard and Poor's from the practice of
rating that debt, or reduced below "AA-" by Standard and Poor's or below "Aa3" by
Moody's (these events are called "rating downgrades") the financial institution shall
give notice to the Authority and, within the five-day period, and for as long as the
rating downgrade is in effect, shall deliver in the name of the Authority or the Fiscal
Agent to the Authority or the Fiscal Agent Federal Securities allowed as investments
under subdivision (a) of this definition of Permitted Investments with aggregate current
market value equal to at least 105 percent of the principal amount of the investment
agreement invested with the financial institution at that time, and shall deliver
additional allowed federal securities as needed to maintain an aggregate current
market value equal to at least 105 percent of the principal amount of the investment
agreement within three days after each evaluation date, which shall be at least weekly,
and (2) the agreement shall provide that, if the financial institution's long-term
unsecured credit rating is reduced below "A3" by Moody's or below "A-" by Standard
and Poor's, the Fiscal Agent or the Authority may, upon not more than five business
days' written notice to the financial institution, withdraw the investment agreement,
with accrued but unpaid interest thereon to the date, and terminate the agreement.
(g) The Local Agency Investment Fund of the State of California.
(h) Investments in a money market fund (including any funds of the Fiscal
Agent or its affiliates and including any funds for which the Fiscal Agent or its
affiliates provides investment advisory or other management services) rated in the
highest rating category (without regard to plus (+) or minus (-) designations) by
Moody's or S&P.
(i) Any other lawful investment for City funds.
"Principal Office" means the corporate trust office of the Fiscal Agent set forth in
Section 9.06, except for the purpose of maintenance of the registration books and presentation
of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal
Agent conducts its corporate agency business, or such other or additional offices as may be
designated by the Fiscal Agent.
"Project" means the facilities eligible to be funded by the District, as more particularly
described in the Resolution of Formation.
"Rate and Method of Apportionment of Special Taxes" means the rate and method of
apportionment of special taxes for the District, as approved pursuant to the Resolution of
Formation, and as it may be modified from time to time in accordance with the Act.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date, whether or not such day is a Business Day.
"Refunding Bonds" means bonds issued by the Authority for the District the net
proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided
that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt
service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later
than the final maturity of the Bonds being refunded.
"Refunding Law" means Article 11, commencing with Section 53580, of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code.
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hereof.
"Reserve Fund" means the fund by that name established pursuant to Section 4.04(A)
"Reserve Requirement" means, as of any date of calculation, an amount equal to
seventy-five percent (75%) of the then Maximum Annual Debt Service. The Reserve
Requirement as of the Closing Date is $
"Resolution" means Resolution No. TPFA 12-, adopted by the Board of Directors
of the Authority on July 10, 2012.
"Resolution of Formation" means Resolution No. TPFA 03-22, adopted by the Board of
Directors of the Authority on October 28, 2003.
"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial
Services LLC business, and any successor thereto.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, New
York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other addresses and/or such
other securities depositories as the Authority may designate in an Officer's Certificate
delivered to the Fiscal Agent.
"Special Tax A" shall have the meaning given such term in the Rate and Method of
Apportionment of Special Taxes.
"Special Tax B" shall have the meaning given such term in the Rate and Method of
Apportionment of Special Taxes.
"Special Tax Fund" means the fund by that name established by Section 4.06(A)
hereof.
"Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A
received by the Authority, as calculated pursuant to the Rate and Method of Apportionment
of the Special Taxes, less any administrative fees or penalties collected as part of any such
prepayment.
"Special Tax Prepayments Account" means the account by that name established
within the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the
Authority, including any scheduled payments and any prepayments thereof, interest thereon
and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of
the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does
not include any penalties collected in connection with delinquent Special Taxes, which amounts
may be deposited to the Administrative Expense Fund or otherwise disposed of as determined
by the Treasurer consistent with any applicable provisions of the Act.
"Special Taxes" means the Special Tax A levied within the District pursuant to the Act,
the Ordinance and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized
by a resolution which has been duly adopted by the Authority under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent
that such agreement is specifically authorized hereunder.
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"Tax Consultant" means any independent financial or tax consultant retained by the
Authority or the City for the purpose of computing the Special Taxes.
"Treasurer" means the Treasurer of the Authority or such other officer or employee of
the Authority performing the functions of the chief financial officer of the Authority.
"2003 Bonds" means the Temecula Public Financing Authority Community Facilities
District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds.
"2012 Bonds" means the Bonds so designated and authorized to be issued under
Section 2.01 hereof.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation. 2012 Bonds in the aggregate principal
amount of Million Dollars ($____�W) are authorized to be issued by the
Authority for the District under and subject to the terms of the Resolution and this Agreement,
the Act, the Refunding Law and other applicable laws of the State of California. The 2012
Bonds are hereby designated as the "Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds."
Section 2.02. Terms of the 2012 Bonds.
(A) Form; Denominations. The 2012 Bonds shall be issued in fully registered form
without coupons in the denomination of $5,000 or any integral multiple in excess thereof.
(B) Date of 2012 Bonds. The 2012 Bonds shall be dated the Closing Date.
(C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted
on the 2012 Bonds, but such numbers shall not constitute a part of the contract evidenced by
the 2012 Bonds and any error or omission with respect thereto shall not constitute cause for
refusal of any purchaser to accept delivery of and pay for the 2012 Bonds. In addition, failure
on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to
Owners shall not constitute an event of default or any violation of the Authority's contract
with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities, Interest Rates. The 2012 Bonds shall mature and become payable on
September 1 in each of the years, and shall bear interest at the rates per annum as follows:
Maturity Date
(September 1) Principal Amount Interest Rate
(E) Interest. The 2012 Bonds shall bear interest at the rates set forth above payable on
the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360 -day
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year composed of twelve 30 -day months. Each 2012 Bond shall bear interest from the Interest
Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on
an Interest Payment Date, in which event it shall bear interest from such date of
authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close
of business on the Record Date preceding such Interest Payment Date, in which event it shall
bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record
Date preceding the first Interest Payment Date, in which event it shall bear interest from the
Bond Date; provided, however, that if at the time of authentication of a 2012 Bond, interest is
in default thereon, such 2012 Bond shall bear interest from the Interest Payment Date to which
interest has previously been paid or made available for payment thereon.
(F) Method of Payment. Interest on the 2012 Bonds (including the final interest
payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed
on the Interest Payment Dates by first class mail to the registered Owner thereof at such
registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent
at the close of business on the Record Date preceding the Interest Payment Date, or by wire
transfer (i) to the Depository (so long as the Bonds are in book -entry form pursuant to Section
2.13), or (ii) to an account within the United States made on such Interest Payment Date upon
written instructions of any Owner of $1,000,000 or more in aggregate principal amount of
Bonds received before the applicable Record Date, which instructions shall continue in effect
until revoked in writing, or until such Bonds are transferred to a new Owner. The principal of
the 2012 Bonds and any premium on the 2012 Bonds are payable by check in lawful money of
the United States of America upon surrender of the 2012 Bonds at the Principal Office of the
Fiscal Agent. All 2012 Bonds paid by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2012 Bonds and
issue a certificate of destruction thereof to the Authority upon the Authority's request.
Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The 2012 Bonds maturing on and after September 1,
__ are subject to optional redemption prior to their stated maturity on any Interest
Payment Date occurring on or after September 1, ____, as a whole, or in part among
maturities so as to maintain substantially level debt service on the Bonds and by lot
within a maturity, at a redemption price (expressed as a percentage of the principal
amount of the 2012 Bonds to be redeemed), as set forth below, together with accrued
interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
September 1, _ and March 1, ____
September 1, ___ and any Interest Payment
Date thereafter
%
(ii) Mandatory Sinking Payment Redemption. The 2012 Bonds maturing on
September 1, ____, are subject to mandatory sinking payment redemption in part on
September 1, __, and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking
payments as follows:
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Redemption Date
(September 1) Sinking Payments
The 2012 Bonds maturing on September 1, ____, are subject to mandatory
sinking payment redemption in part on September 1, _, and on each September 1
thereafter to maturity, by lot, at a redemption price equal to the principal amount
thereof to be redeemed, together with accrued interest to the date fixed for redemption,
without premium, from sinking payments as follows:
Redemption Date
(September 1) Sinking Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so
as to maintain level debt service on the 2012 Bonds, as a result of any prior partial
redemption of the 2012 Bonds pursuant to Section 2.03(A)(i) above or Section
2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.
(iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and
any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and
Section 4.04(F), respectively, shall be used to redeem 2012 Bonds on the next Interest
Payment Date for which notice of redemption can timely be given under Section
2.03(D), by lot and allocated among maturities of the 2012 Bonds so as to maintain
substantially level debt service on the Bonds, at a redemption price (expressed as a
percentage of the principal amount of the 2012 Bonds to be redeemed), as set forth
below, together with accrued interest to the date fixed for redemption:
Redemption Dates
any Interest Payment Date from March 1, 2013 to
and including March 1, ____
September 1, __ and any Interest Payment
Date thereafter
Redemption Prices
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of
its intention to redeem 2012 Bonds pursuant to subsection (A)(i) or (A)(iii) not less than forty-
five (45) days prior to the applicable redemption date, or such lesser number of days as the
Fiscal Agent shall allow.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
purchase of Outstanding 2012 Bonds, upon the filing with the Fiscal Agent of an Officer's
Certificate requesting such purchase prior to the selection of 2012 Bonds for redemption, at
public or private sale as and when, and at such prices (including brokerage and other charges)
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as such Officer's Certificate may provide, but in no event may 2012 Bonds be purchased at a
price in excess of the principal amount thereof, plus interest accrued to the date of purchase
and any premium which would otherwise be due if such 2012 Bonds were to be redeemed in
accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories,
to one or more Information Services (or by such other means as permitted by such services),
and to the respective registered Owners of any 2012 Bonds designated for redemption, at their
addresses appearing on the Bond Register; but such mailing shall not be a condition precedent
to such redemption and failure to mail or to receive any such notice, or any defect therein, shall
not affect the validity of the proceedings for the redemption of such 2012 Bonds.
Such notice shall state the redemption date and the redemption price and, if less than
all of the then Outstanding 2012 Bonds are to be called for redemption, shall designate the
CUSIP numbers and Bond numbers of the 2012 Bonds to be redeemed by giving the individual
CUSIP number and Bond number of each 2012 Bond to be redeemed or shall state that all
2012 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all
of the 2012 Bonds of one or more maturities have been called for redemption, shall state as to
any 2012 Bond called in part the principal amount thereof to be redeemed, and shall require
that such 2012 Bonds be then surrendered at the Principal Office of the Fiscal Agent for
redemption at the said redemption price, and shall state that further interest on such 2012
Bonds will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any redemption of the 2012 Bonds under
Section 2.03(A)(i) above, the notice of redemption may state that the redemption is
conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the 2012 Bonds
on the anticipated redemption date, and that the redemption shall not occur if by no later than
the scheduled redemption date sufficient moneys to redeem the 2012 Bonds have not been
deposited with the Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient
funds by the scheduled redemption date to so redeem the 2012 Bonds to be redeemed, the
Fiscal Agent shall send written notice to the owners of the 2012 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 2012 Bonds for which notice of redemption was given
shall remain Outstanding for all purposes of this Agreement.
Upon the payment of the redemption price of 2012 Bonds being redeemed, each check
or other transfer of funds issued for such purpose shall, to the extent practicable, bear the
CUSIP number identifying, by issue and maturity, of the 2012 Bonds being redeemed with the
proceeds of such check or other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
2012 Bonds or any given portion thereof, the Fiscal Agent shall select the 2012 Bonds to be
redeemed, from all 2012 Bonds or such given portion thereof not previously called for
redemption, among maturities as directed in writing by the Treasurer (who shall specify 2012
Bonds to be redeemed so as to maintain substantially level debt service on the Bonds), and by
lot within a maturity in any manner which the Fiscal Agent deems appropriate.
Upon surrender of 2012 Bonds redeemed in part only, the Authority shall execute and
the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the
Authority, a new 2012 Bond or 2012 Bonds, of the same series and maturity, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the 2012
Bond or 2012 Bonds.
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(E) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the 2012
Bonds so called for redemption shall have been deposited in the Bond Fund, such 2012 Bonds
so called shall cease to be entitled to any benefit under this Agreement other than the right to
receive payment of the redemption price, and no interest shall accrue thereon on or after the
redemption date specified in such notice.
All 2012 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section,
and any 2012 Bonds paid at maturity, shall be canceled by the Fiscal Agent. The Fiscal Agent
shall destroy the canceled 2012 Bonds and issue a certificate of destruction thereof to the
Authority.
(F) Redemption of Parity Bonds. Redemption provisions, if any, pertaining to any
Parity Bonds shall be set forth in the Supplemental Agreement providing for such Parity
Bonds.
Section 2.04. Form of Bonds. The 2012 Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the
forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated
herein, with necessary or appropriate variations, omissions and insertions, as permitted or
required by this Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
Authority by the manual or facsimile signatures of its Chairperson and Secretary who are in
office on the date of adoption of this Agreement or at any time thereafter, and the seal of the
Authority shall be impressed, imprinted or reproduced by facsimile signature thereon. If any
officer whose signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the owner, such signature shall nevertheless be as effective as if the officer had
remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and
attested on behalf of the Authority by such persons as at the actual date of the execution of
such Bond shall be the proper officers of the Authority although at the nominal date of such
Bond any such person shall not have been such officer of the Authority.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Bond Register by the person in whose name it is registered, in person or
by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied
by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent.
The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection
with any such transfer shall be paid by the Authority. The Fiscal Agent shall collect from the
Owner requesting such transfer any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall
execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like
aggregate principal amount of authorized denomination(s).
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No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a
Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same series and maturity. The cost for any services rendered or any expenses
incurred by the Fiscal Agent in connection with any such exchange shall be paid by the
Authority. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or
other governmental charge required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a
Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds, which books
shall show the series number, date, amount, rate of interest and last known Owner of each
Bond and shall at all times be open to inspection by the Authority during regular business
hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall,
under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The Authority and the Fiscal Agent will treat the Owner of any Bond whose name
appears on the Bond Register as the absolute Owner of such Bond for any and all purposes,
and the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The
Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the
Bond Register for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the Authority, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority
upon the same conditions and in substantially the same manner as the definitive Bonds. If the
Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay
and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the
definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the
Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange
for such temporary Bonds an equal aggregate principal amount of definitive Bonds of
authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under to this Agreement as definitive Bonds authenticated and delivered
hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the
Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in
exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal
Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent
shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of
destruction thereof to the Authority.
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If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft
may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent
and indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be
given, the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall
authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of
a sum not exceeding the actual cost of preparing each new Bond delivered under this Section
and of the expenses which may be incurred by the Authority and the Fiscal Agent for the
preparation, execution, authentication and delivery. Any Bond delivered under the provisions
of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an
original additional contractual obligation on the part of the Authority whether or not the Bond
so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be
equally and proportionately entitled to the benefits of this Agreement with all other Bonds
issued pursuant to this Agreement.
Section 2.11. Limited Obligation. All obligations of the Authority under this
Agreement and the Bonds shall be special obligations of the Authority, payable solely from the
Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit
nor the taxing power of the Authority (except with respect to the levy of Special Taxes in the
District, to the limited extent set forth herein) or the State of California or any political
subdivision thereof is pledged to the payment of the Bonds. The City has no obligations
whatsoever under this Agreement or otherwise with respect to the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of
Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this
Agreement under Section 9.03 hereof.
Section 2.13. Book -Entry System. DTC shall act as the initial Depository for the 2012
Bonds. One 2012 Bond for each maturity of the 2012 Bonds shall be initially executed,
authenticated, and delivered as set forth herein with a separate fully registered certificate (in
print or typewritten form). Upon initial execution, authentication, and delivery, the ownership
of the 2012 Bonds shall be registered in the Bond Register in the name of Cede & Co., as
nominee of DTC or such nominee as DTC shall appoint in writing.
The representatives of the Authority and the Fiscal Agent are hereby authorized to take
any and all actions as may be necessary and not inconsistent with this Agreement to qualify
the Bonds for the Depository's book -entry system, including the execution of the Depository's
required representation letter.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the Authority nor the Fiscal Agent shall have any responsibility or
obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds
as Depository from time to time (the "DTC Participants") or to any person for which a DTC
Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the
immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede Sr Co.,
or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any
notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the
Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority
elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial
Owner, or any other person, other than DTC, of any amount with respect to the principal of or
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interest on the Bonds, or (v) any consent given or other action taken by the Depository as
Owner of the Bonds.
Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the
absolute Owner of each Bond for which DTC is acting as Depository for the purpose of
payment of the principal of and interest on such Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bonds, for the purpose of registering
transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall
pay all principal of and interest on the Bonds only to or upon the order of the Owners as
shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy
and discharge all obligations with respect to the principal of and interest on the Bonds to the
extent of the sums or sums so paid.
No person other than an Owner, as shown on the Bond Register, shall receive a physical
Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the transfer
provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to
such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Fiscal Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect thereto under applicable law.
The Authority may terminate the services of DTC with respect to the Bonds if it determines
that DTC is unable to discharge its responsibilities with respect to the Bonds or that
continuation of the system of book -entry transfers through DTC is not in the best interest of the
Beneficial Owners, and the Authority shall mail notice of such termination to the Fiscal Agent.
Upon the termination of the services of DTC as provided in the previous paragraph,
and if no substitute Depository willing to undertake the functions hereunder can be found
which is willing and able to undertake such functions upon reasonable or customary terms, or
if the Authority determines that it is in the best interest of the Beneficial Owners of the 2012
Bonds that they be able to obtain certificated 2012 Bonds, the 2012 Bonds shall no longer be
restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede &
Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall
designate at that time, in accordance with Section 2.06.
To the extent that the Beneficial Owners are designated as the transferee by the Owners,
in accordance with Section 2.06, the 2012 Bonds will be delivered to such Beneficial Owners as
soon as practicable.
Section 2.14. Issuance of Parity Bonds. The Authority may issue one or more series of
Parity Bonds, in addition to the 2012 Bonds authorized under Section 2.01 hereof, by means of
a Supplemental Agreement and without the consent of any Bondowners, upon compliance
with the provisions of this Section 2.14. Only Refunding Bonds that comply with the
requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall constitute
Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and funds
pledged for the payment of the Bonds hereunder on a parity with all other Bonds Outstanding
hereunder. The Authority may issue Refunding Bonds that are Parity Bonds subject to the
following specific conditions precedent:
(A) Current Compliance. The Authority shall be in compliance on the date of
issuance of the Parity Bonds with all covenants set forth in this Agreement and all
Supplemental Agreements, and the principal amount of the Parity Bonds shall not
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cause the Authority to exceed the maximum authorized indebtedness of the District
under the provisions of the Act.
(B) Payment Dates. The Supplemental Agreement providing for the issuance
of such Parity Bonds shall provide that interest thereon shall be payable on March 1
and September 1, and principal thereof shall be payable on September 1 in any year in
which principal is payable (provided that there shall be no requirement that any Parity
Bonds pay interest on a current basis).
(C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to
a separate account created for such purpose) in an amount necessary so that the
amount on deposit in the Reserve Fund (together with the amount in any such separate
account), following the issuance of such Parity Bonds, is equal to the Reserve
Requirement.
(D) Refunding Bonds. The Parity Bonds shall be Refunding Bonds.
(E) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an
Officer's Certificate certifying that the conditions precedent to the issuance of such
Parity Bonds set forth in subsections (A), (B), (C) and (D) of this Section 2.14 have been
satisfied. In delivering such Officer's Certificate, the Authorized Officer that executes
the same may conclusively rely upon such certificates of the Fiscal Agent, the Tax
Consultant and others selected with due care, without the need for independent inquiry
or certification.
Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or
otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the
pledge thereof under Section 3.02 of this Agreement.
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ARTICLE III
ISSUANCE OF 2012 BONDS
Section 3.01. Issuance and Delivery of 2012 Bonds. At any time after the execution of
this Agreement, the Authority may issue the 2012 Bonds for the District in the aggregate
principal amount set forth in Section 2.01 and deliver the 2012 Bonds to the Original
Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to
deliver any and all documents and instruments necessary to cause the issuance of the 2012
Bonds in accordance with the provisions of the Act, the Refunding Law, the Resolution and
this Agreement, to redeem the 2003 Bonds with proceeds of the 2012 Bonds, to authorize the
payment of Costs of Issuance from the proceeds of the 2012 Bonds and to do and cause to be
done any and all acts and things necessary or convenient for delivery of the 2012 Bonds to the
Original Purchaser and the redemption of the 2003 Bonds pursuant to the Escrow Agreement.
Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first
pledge of all of the Special Tax Revenues (other than the Special Tax Revenues to be deposited
to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section
4.06(A)) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments
Account therein), the Reserve Fund and, until disbursed as provided herein, in the Special Tax
Fund. The Special Tax Revenues and all moneys deposited into said funds (except as
otherwise provided herein) are hereby dedicated to the payment of the principal of, and
interest and any premium on, the Bonds as provided herein and in the Act until all of the
Bonds have been paid and retired or until moneys or Federal Securities have been set aside
irrevocably for that purpose in accordance with Section 9.03.
Amounts in the Administrative Expense Fund, the Improvement Fund, the Costs of
Issuance Fund, and the Special Tax Revenues to be deposited to the Administrative Expense
Fund pursuant to clause (i) of the second paragraph of Section 4.06(A), are not pledged to the
repayment of the Bonds. Any portion of the Project financed with the proceeds of the 2003
Bonds is not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of
condemnation or destruction of any portion of the Project are not pledged to pay the Debt
Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.
Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the performance by any person of such persons
obligation(s) with respect to the Project.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2012 Bonds and Other Moneys. (A)
The proceeds of the purchase of the 2012 Bonds by the Original Purchaser (being
$ ) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and
deposit such proceeds on the Closing Date as follows:
(i) deposit in the Costs of Issuance Fund an amount equal to $
(ii) deposit in the Reserve Fund an amount equal to $____ (being an
amount equal to the initial Reserve Requirement); and
(iii) transfer to the Escrow Bank for deposit by the Escrow Bank in the
Refunding Fund established under the Escrow Agreement an amount equal to
(B) In addition to the foregoing, on the Closing Date the Authority shall transfer or
cause to be transferred certain moneys held with respect to the 2003 Bonds as follows:
(i) transfer from the administrative expense fund held with respect to the
2003 Bonds to the Treasurer for deposit by the Treasurer in the Administrative Expense
Fund, all amounts on deposit in such administrative expense fund;
(ii) transfer from the special tax fund held with respect to the 2003 Bonds
(a) to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund
established under the Escrow Agreement $ ; and (b) to the Fiscal Agent for
deposit by the Fiscal Agent in the Special Tax Fund, all remaining amounts on deposit
in such special tax fund;
(iii) transfer from the reserve fund held with respect to the 2003 Bonds to the
Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established under
the Escrow Agreement, the $ _ on deposit in such reserve fund;
(iv) transfer from the bond fund held with respect to the 2003 Bonds to the
Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund, any amounts on
deposit in such bond fund; and
(v) transfer from the acquisition account held with respect to the 2003
Bonds to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund, all
amounts in such account.
(C) The Fiscal Agent may establish a temporary fund or account in its records to
facilitate any of the deposits or transfers referred to in this Section 4.01.
Section 4.02. Improvement Fund
(A) Establishment of Improvement Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) 2012 Improvement Fund (the "Improvement Fund").
A deposit shall be made to the Improvement Fund as required by Section 4.01(B)(v). Moneys
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in the Improvement Fund shall be held in trust by the Fiscal Agent for the benefit of the
Authority, and shall be disbursed for the payment or reimbursement of costs of the Project.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be
made by the Fiscal Agent upon receipt of an Officer's Certificate, which shall: (a) set forth the
amount required to be disbursed, the purpose for which the disbursement is to be made
(which shall be for a Project cost identified in the Acquisition Agreement, or for a cost of the
Pechanga Parkway improvements not able to be funded from amounts in the City Account
established under the Fiscal Agent Agreement for the 2003 Bonds), that the disbursement is a
proper expenditure from the Improvement Fund, and the person to which the disbursement is
to be paid; and (b) certify that no portion of the amount then being requested to be disbursed
was set forth in any Officer's Certificate previously filed requesting a disbursement.
Each such Officer's Certificate or other certificate submitted to the Fiscal Agent as
described in this Section 4.02(B) shall be sufficient evidence to the Fiscal Agent of the facts
stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits from the investment and deposit of
amounts in the Improvement Fund shall be retained in the Improvement Fund, to be used for
the purposes of the Improvement Fund.
(D) Closing of Improvement Fund. Upon receipt by the Fiscal Agent of an Officer's
Certificate stating that the Project has been completed and that all costs of the Project have
been paid, or that any such costs are not required to be paid from the Improvement Fund, the
Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond
Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and
when no amounts remain on deposit in the Improvement Fund, the Improvement Fund shall
be closed.
Section 4.03. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a
separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) 2012 Costs of Issuance Fund (the
"Costs of Issuance Fund"), to the credit of which a deposit shall be made as required by
Section 4.01(A)(i). Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal
Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or
reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from
time to time to pay Costs of Issuance, as set forth in a requisition containing respective
amounts to be paid to the designated payees, signed by the Treasurer and delivered to the
Fiscal Agent on the Closing Date, or otherwise in an Officer's Certificate delivered to the Fiscal
Agent after the Closing Date. The Fiscal Agent shall pay all Costs of Issuance after receipt of
an invoice from any such payee which requests payment in an amount which is less than or
equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate
requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of
Issuance Fund for a period of 90 days from the date of delivery of the 2012 Bonds and then
shall transfer any moneys remaining therein, including any investment earnings thereon, to the
Treasurer for deposit by the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited
in accordance with Section 6.01. Interest earnings and profits resulting from said investment
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shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes
of such fund.
Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held
by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District
No. 03-03 (Wolf Creek) 2012 Reserve Fund (the "Reserve Fund"), to the credit of which a
deposit shall be made as required by Section 4.01(A)(ii) equal to the Reserve Requirement as of
the Closing Date for the 2012 Bonds, and deposits shall be made as provided in clause (ii) of
the second paragraph of Section 4.06(A) and clause (ii) of Section 4.06(B). Moneys in the
Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the
Bonds as a reserve for the payment of principal of, and interest and any premium on, the
Bonds and shall be subject to a lien in favor of the Owners of the Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the
purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the
Bond Fund of the amount then required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of
redeeming Bonds from the Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall
provide written notice thereof to the Treasurer, specifying the amount withdrawn.
(D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior
to any September 1 occurring on or after September 1, 2013, or on any other date at the
request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the
Fiscal Agent shall provide written notice to the Treasurer of the amount of the excess and shall
transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for
the payment of interest on the Bonds on the next Interest Payment Date in accordance with
Section 4.05.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the
Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds,
including interest accrued to the date of payment or redemption and premium, if any, due
upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the
amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest
Payment Date to the payment and redemption, in accordance with Section 2.03 and 4.05, as
applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from
the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the
Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Authority to be
used for any lawful purpose under the Act.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund
pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the
federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal
of any such amount from the Reserve Fund for purposes of making such payment to the
federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent.
(F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and
Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section
2.03(A)(iii) and 4.05(B)(ii), funds in the Reserve Fund in the amount of any applicable
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"Reserve Fund Credit," as such term is defined in and otherwise determined in accordance
with Section H of the Rate and Method of Apportionment of Special Taxes, shall be transferred
on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be
applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall
deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred,
and the Fiscal Agent may rely on any such Officer's Certificate.
(G) Transfer to Pay Rebate. Amounts in the Reserve Fund shall be withdrawn, at the
written request of an Authorized Officer, for purposes of paying any rebate liability under
Section 5.13.
(H) Investment. Moneys in the Reserve Fund shall be invested in accordance with
Section 6.01. Interest earnings and profits resulting from said investment shall be retained by
the Fiscal Agent in the Reserve Fund to be used for the purposes of such fund, including any of
the purposes specified in this Section 4.04.
Section 4.05. Bond Fund.
(A) Establishment of Bond Fund and Special Tax Prepayments Account. There is
hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Bond Fund
(the "Bond Fund"), to the credit of which deposits shall be made as required by Section
4.02(D), Section 4.04, clause (ii) of the second paragraph of Section 4.06(A) and Section
4.06(B), and any other amounts required to be deposited therein by this Agreement or the Act.
There is also hereby created in the Bond Fund a separate account held by the Fiscal Agent, the
Special Tax Prepayments Account, to the credit of which deposits shall be made as provided
in clause (iii) of the second paragraph of Section 4.06(A).
Moneys in the Bond Fund and the accounts therein shall be held in trust by the Fiscal
Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the
principal of, and interest and any premium on, the Bonds as provided below, and, pending
such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment
Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of
the Bonds the principal, and interest and any premium, then due and payable on the
Bonds, including any amounts due on the Bonds by reason of the sinking payments set
forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i)
or (iii), such payments to be made in the priority listed in the second succeeding
paragraph. Notwithstanding the foregoing, (a) amounts in the Bond Fund as a result
of a transfer pursuant to Section 4.02(D) shall be used to pay the principal of and
interest on the Bonds prior to the use of any other amounts in the Bond Fund for such
purpose; and (b) amounts in the Bond Fund as a result of a transfer pursuant to clause
(ii) of the second paragraph of Section 4.06(A) shall be immediately disbursed by the
Fiscal Agent to pay past due amounts owing on the Bonds.
In the event that amounts in the Bond Fund are insufficient for the purposes set
forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve
Fund to the extent of any funds therein amounts to cover the amount of such Bond
Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited
in the Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond Fund to
make the payments provided for in the first sentence of the first paragraph of this
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Section 4.05(B)(i), the Fiscal Agent shall apply the available funds first to the payment
of interest on the Bonds, then to the payment of principal due on the Bonds other than
by reason of sinking payments, and then to payment of principal due on the Bonds by
reason of sinking payments. Each such payment shall be made ratably to the Owners
of the Bonds based on the then Outstanding principal amount of the Bonds, if there are
insufficient funds to make the corresponding payment for all of the then Outstanding
Bonds. Any sinking payment not made as scheduled shall be added to the sinking
payment to be made on the next sinking payment date.
(ii) Special Tax Prepayments Account Disbursements. Moneys in the Special
Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on
the next date for which notice of redemption of Bonds can timely be given under Section
2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B),
and shall be used (together with any amounts transferred pursuant to Section 4.04(F))
to redeem Bonds on the redemption date selected in accordance with Section 2.03.
(C) Investment. Moneys in the Bond Fund and the Special Tax Prepayments Account
shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits
resulting from the investment and deposit of amounts in the Bond Fund and the Special Tax
Prepayments Account shall be retained in the Bond Fund and the Special Tax Prepayments
Account, respectively, to be used for purposes of such fund and account.
Section 4.06. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Fund (the "Special Tax Fund").
The Authority shall transfer or cause to be transferred to the Fiscal Agent, as soon as
practicable following receipt, all Special Tax Revenues received by the Authority and any
amounts required by Section 4.01(B)(ii)(b) and Section 4.01(B)(iv) to be deposited to the
Special Tax Fund, all which amounts shall be deposited by the Fiscal Agent to the Special Tax
Fund. In addition, the Fiscal Agent shall deposit in the Special Tax Fund amounts to be
transferred thereto pursuant to Section 4.07(B) hereof.
Notwithstanding the foregoing,
(i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in
an amount equal to the portion of such Fiscal Year's Special Tax levy for
Administrative Expenses (but not to exceed, in any Fiscal Year, $35,000), shall be
deposited by the Treasurer in the Administrative Expense Fund;
(ii) any Special Tax Revenues constituting the collection of delinquencies in
payment of Special Taxes shall be separately identified by the Treasurer and shall be
deposited by the Fiscal Agent first, in the Bond Fund to the extent needed to pay any
past due debt service on the Bonds; second, to the Reserve Fund to the extent needed to
increase the amount then on deposit in the Reserve Fund up to the then Reserve
Requirement; third, to the Administrative Expense Fund to the extent that amounts in
such fund were used to pay costs related to the collection of such delinquencies; and
fourth, to the Special Tax Fund for use as described in Section 4.06(B) below; and
(iii) any proceeds of Special Tax Prepayments shall be transferred by the
Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by
the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account
established pursuant to Section 4.05(A).
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Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit
of the Authority and the Owners of the Bonds, shall be disbursed as provided below and,
pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the
Authority.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Special Tax Fund and transfer the following amounts in the following order of
priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in
the Bond Fund and any expected transfers from the Improvement Fund, the Reserve Fund and
the Special Tax Prepayments Account to the Bond Fund pursuant to Sections 4.02(D),
4.04(D), (E), and (F), and 4.05(B)(ii), such that the amount in the Bond Fund equals the
principal (including any sinking payment), premium, if any, and interest due on the Bonds on
such Interest Payment Date, and (ii) to the Reserve Fund an amount, taking into account
amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is
equal to the Reserve Requirement.
In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special
Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of
the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the
Treasurer may transfer to the Administrative Expense Fund, from time to time, any amount in
the Special Tax Fund in excess of the amount needed to make such transfers to the Bond Fund
and the Reserve Fund, if monies are needed to pay Administrative Expenses in excess of the
amount then on deposit in the Administrative Expense Fund.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate fund to be held by the Treasurer, the Temecula Public Financing Authority
Community Facilities District No. 03-03 (Wolf Creek) 2012 Administrative Expense Fund (the
"Administrative Expense Fund"), to the credit of which deposits shall be made as required by
Sections 4.01(B)(i) and 4.03(B), and clause (i) of the second paragraph of Section 4.06(A).
Moneys in the Administrative Expense Fund shall be held in trust by the Treasurer for the
benefit of the Authority, and shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an
Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to
pay an Administrative Expense or Costs of Issuance, and the nature of such Administrative
Expense or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the
Administrative Expense Fund pursuant to Section 4.03(3) shall be separately identified at all
times, and shall be expended for purposes of the Administrative Expense Fund prior to the
use of amounts transferred to the Administrative Expense Fund from the Special Tax Fund
pursuant to Section 4.06(B).
Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any
amounts then remaining in the Administrative Expense Fund in excess of $35,000 that have
not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and
which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for
deposit by the Fiscal Agent in the Special Tax Fund.
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(C) Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Treasurer in the Administrative Expense Fund to be used
for the purposes thereof.
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ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be
paid the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority
on behalf of the District and are payable solely from and secured solely by the Special Tax
Revenues and the amounts in the Bond Fund (including the Special Tax Prepayments Account
therein), the Reserve Fund and, until disbursed as provided herein, the Special Tax Fund.
Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Authority shall not, directly or indirectly, extend or
consent to the extension of the time for the payment of any claim for interest on any of the
Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement
by purchasing or funding said claims for interest or in any other manner. In case any such
claim for interest shall be extended or funded, whether or not with the consent of the
Authority, such claim for interest so extended or funded shall not be entitled, in case of default
hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the
principal of all of the Bonds then Outstanding and of all claims for interest which shall not
have so extended or funded.
Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or
place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the Authority,
in which complete and correct entries shall be made of all transactions relating to the
expenditure of amounts disbursed from the Administrative Expense Fund and to the Special
Tax Revenues. Such books of record and accounts shall at all times during business hours be
subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%)
of the principal amount of the Bonds then Outstanding, or their representatives duly
authorized in, writing.
Section 5.06. Protection of Security and Rights of Owners. The Authority will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and
defend their rights against all claims and demands of all persons. From and after the delivery
of any of the Bonds by the Authority, the Bonds shall be incontestable by the Authority.
Section 5.07. Compliance with Act. The Authority will comply with all applicable
provisions of the Act and law in administering the District.
Section 5.08. Collection of Special Tax Revenues. The Authority shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
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On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the
Treasurer with a notice stating the amount then on deposit in the Bond Fund and the Reserve
Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to
the Ordinance as necessary to provide for the debt service to become due on the Bonds in the
calendar year that commences in the Fiscal Year for which the levy is to be made, and
Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the
balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice
by the Treasurer shall in no way affect the obligations of the Treasurer under the following two
paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance
with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the
computation of the levy is complete before the final date on which the Auditor will accept the
transmission of the Special Tax amounts for the parcels within the District for inclusion on the
next real property tax roll. Upon the completion of the computation of the amounts of the
levy, the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor,
such data as the Auditor requires to include the levy of the Special Taxes on the next real
property tax roll.
The Treasurer shall fix and levy the amount of Special Taxes within the District
required for the payment of principal of and interest on any outstanding Bonds of the District
becoming due and payable during the ensuing year, including any necessary replenishment or
expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to
pay the Administrative Expenses (including amounts necessary to discharge any obligation
under Section 5.13) during such year, taking into account the balances in such funds and in the
Special Tax Fund. The Special Taxes so levied shall not exceed the maximum amounts as
provided in the Rate and Method of Apportionment of Special Taxes.
The Special Taxes, when levied, shall be payable and be collected in the same manner
and at the same time and in the same installment as the general taxes on real property are
payable, and have the same priority, become delinquent at the same time and in the same
proportionate amounts and bear the same proportionate penalties and interest after
delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in
accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of
the property owners within the District, in which event the Special Taxes shall become
delinquent if not paid when due pursuant to said billing.
Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the
Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute
to judgment (unless such delinquency is theretofore brought current), an action in the superior
court to foreclose the lien of any Special Tax or installment thereof not paid when due as
provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any
such delinquency of which the Treasurer is aware, and the Authority Attorney shall commence,
or cause to be commenced, such proceedings.
On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare
the amount of Special Taxes theretofore levied in the District to the amount of Special Tax
Revenues theretofore received by the Authority, and:
(A) Individual Delinquencies. If, as of any June 15, the Treasurer determines
that any single parcel subject to the Special Tax in the District is delinquent in the
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payment of Special Taxes in the aggregate amount of $5,000 or more, then the
Treasurer shall promptly send or cause to be sent a notice of delinquency (and a
demand for immediate payment thereof) to the property owner, and (if the delinquency
remains uncured) foreclosure proceedings shall be commenced by the Authority within
90 days after the notice of delinquency has been sent.
(B) Aggregate Delinquencies. If the Treasurer determines that, as of any June
15, the total amount of delinquent Special Tax for the then current Fiscal Year for the
entire District (including the total of delinquencies under subsection (A) above),
exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year,
the Treasurer shall promptly notify or cause to be notified property owners who are
then delinquent in the payment of Special Taxes (and demand immediate payment of
the delinquency), and the Authority shall commence foreclosure proceedings within 90
days after the notices of delinquency have been sent.
Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency
or foreclosure action if the amount in the Reserve Fund is at least equal to the Reserve
Requirement.
The Treasurer and the Authority Attorney, as applicable, are hereby authorized to
employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any
such counsel (including a charge for Authority staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this
Agreement, and for the better assuring and confirming unto the Owners of the rights and
benefits provided in this Agreement.
Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the
proceeds of the 2003 Bonds and of the 2012 Bonds are not so used as to cause the 2012 Bonds
to satisfy the private business tests of section 141(b) of the Code or the private loan financing
test of section 141(c) of the Code.
Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the 2012
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 5.13. Rebate Requirement. The Authority shall take any and all actions
necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is
applicable to the 2012 Bonds.
If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit
in the Administrative Expense Fund, and any other funds available to the District, including
amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid
by the District as soon as practicable from amounts described in the preceding clauses, to
satisfy its obligations under this Section 5.13. The Treasurer shall take note of any investment
of monies hereunder in excess of the yield on the 2012 Bonds, and shall take such actions as
are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the
Special Tax levy for Administration Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.
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In order to provide for the administration of this Section 5.13, the Treasurer may
provide for the employment of independent attorneys, accountants and consultants
compensated on such reasonable basis as the Treasurer may deem appropriate and in
addition, and without limitation of the provisions of Sections 6.02, 6.03 and 6.04, the
Treasurer may rely conclusively upon and be fully protected from all liability in relying upon
the opinions, determinations, calculations and advice of such agents, attorneys and
consultants employed hereunder. Any fees or expenses incurred by the Authority or the City
under or pursuant to this Section 5.13 shall be Administrative Expenses.
The Fiscal Agent may rely conclusively upon the Authority's determinations,
calculations and certifications required by this Section. The Fiscal Agent shall have no
responsibility to independently make any calculation or determination or to review the
Authority's calculations hereunder.
Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be
taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2012
Bonds which, if such action had been reasonably expected to have been taken, or had been
deliberately and intentionally taken, on the date of issuance of the 2012 Bonds would have
caused the 2012 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.
Section 5.15. Yield of the 2012 Bonds. In determining the yield of the 2012 Bonds to
comply with Section 5.13 and 5.14 hereof, the Authority will take into account redemption
(including premium, if any) in advance of maturity based on the reasonable expectations of
the Authority, as of the Closing Date, regarding prepayments of Special Taxes and use of
prepayments for redemption of the Bonds, without regard to whether or not prepayments are
received or 2012 Bonds redeemed.
Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the 2012 Bonds from the gross income of the
Owners of the 2012 Bonds to the same extent as such interest is permitted to be excluded from
gross income under the Code as in effect on the date of issuance of the 2012 Bonds.
Section 5.17. Continuing Disclosure to Owners. In addition to its obligations under
Section 9.07, the Authority hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other
provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure
Agreement shall not be considered a default hereunder; however, any Participating
Underwriter or any holder or Beneficial Owner (as defined in Section 2.13) of the Bonds may
take such actions as may be necessary and appropriate to compel performance by the
Authority of its obligations thereunder, including seeking mandate or specific performance by
court order.
Section 5.18. Reduction of Special Taxes. The Authority covenants and agrees to not
consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that
may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the
aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate
of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that Bondowners
are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is
necessary to assure the full and timely payment of the Bonds.
Section 5.19. Limits on Special Tax Waivers and Bond Tenders. The Authority
covenants not to exercise its rights under the Act to waive delinquency and redemption
penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to
do so would materially and adversely affect the interests of the owners of the Bonds and
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further covenants not to permit the tender of Bonds in payment of any Special Taxes except
upon receipt of a certificate of an Independent Financial Consultant that to accept such tender
will not result in the Authority having insufficient Special Tax Revenues to pay the principal of
and interest on the Bonds remaining Outstanding following such tender.
Section 5.20. No Additional Bonds. Except as expressly permitted by Section 2.14
hereof, the Authority shall not issue any additional bonds secured by (A) a pledge of Special
Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any
amounts in any funds or accounts established hereunder.
Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at a
foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to
take the property subject to the lien for Special Taxes imposed by the District and that the
Special Taxes levied on the property are payable while the Authority owns the property.
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ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY
OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be
invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's
Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making
of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall
invest, to the extent reasonably practicable, any such moneys in Permitted Investments
described in clause (h) of the definition thereof in Section 1.03, which by their terms mature
prior to the date on which such moneys are required to be paid out hereunder. The Treasurer
shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so
that appropriate actions can be taken to assure compliance with Section 5.13.
Moneys in any fund or account created or established by this Agreement and held by
the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any
event by their terms mature prior to the date on which such moneys are required to be paid out
hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to
be part of such fund or account, subject, however, to the requirements of this Agreement for
transfer of interest earnings and profits resulting from investment of amounts in funds and
accounts. Whenever in this Agreement any moneys are required to be transferred by the
Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like
amount of Permitted Investments.
The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor,
depository, principal or agent in the acquisition or disposition of any investment. Neither the
Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments
made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality
of any investments.
Except as otherwise provided in the next sentence, all investments of amounts
deposited in any fund or account created by or pursuant to this Agreement, or otherwise
containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be
acquired, disposed of, and valued (as of the date that valuation is required by this Agreement
or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection with the
determination of Fair Market Value other than to follow the investment direction of an
Authorized Officer in any written direction of any Authorized Officer. Investments in funds or
accounts (or portions thereof) that are subject to a yield restriction under the applicable
provisions of the Code and (unless valuation is undertaken at least annually) investments in
the subaccounts within the Reserve Fund shall be valued at their present value (within the
meaning of section 148 of the Code). The Fiscal Agent shall not be liable for verification of the
application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund
or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular funds or accounts of
amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the
Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments
strictly in accordance with the funds and accounts to which they are credited and otherwise as
provided in this Agreement.
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The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or
present for redemption, any investment security whenever it shall be necessary to provide
moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or
account to which such investment security is credited and neither the Fiscal Agent nor the
Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition
of such investment security in accordance herewith.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Authority the right to receive brokerage
confirmations of security transactions as they occur, the Authority specifically waives receipt
of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the
Authority periodic cash transaction statements which include detail for all investment
transactions made by the Fiscal Agent hereunder.
Section 6.02. Limited Obligation. The Authority's obligations hereunder are limited
obligations of the Authority on behalf of the District and are payable solely from and secured
solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund
(including the Special Tax Prepayments Account therein) and the Reserve Fund created
hereunder.
Section 6.03. Liability of Authority. The Authority shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Authority shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions covenants or agreements of the
Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with
the Bonds, or as to the existence of a default or event of default thereunder.
In the absence of bad faith, the Authority, including the Treasurer, may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Authority and conforming to the requirements of
this Agreement. The Authority, including the Treasurer, shall not be liable for any error of
judgment made in good faith unless it shall be proved that it was negligent in ascertaining the
pertinent facts.
No provision of this Agreement shall require the Authority to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Authority and the Treasurer may rely and shall be protected in acting or refraining
from acting upon any notice, resolution, request, consent, order, certificate, report, warrant,
bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or proper parties. The Authority may consult with counsel, who
may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or
suffered by it hereunder in good faith and in accordance therewith
The Authority shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactory established, if disputed.
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Whenever in the administration of its duties under this Agreement the Authority or the
Treasurer shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of wilful misconduct on the part of the
Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal
Agent, an Appraiser, an Independent Financial Consultant or a Tax Consultant, and such
certificate shall be full warrant to the Authority and the Treasurer for any action taken or
suffered under the provisions of this Agreement or any Supplemental Agreement upon the
faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept
other evidence of such matter or may require such additional evidence as to it may seem
reasonable.
Section 6.04. Employment of Agents by Authority. In order to perform its duties and
obligations hereunder, the Authority and/or the Treasurer may employ such persons or
entities as it deems necessary or advisable. The Authority shall not be liable for any of the acts
or omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or entities.
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ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank National Association is hereby
appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation
to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under
the following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such
succession hereunder.
The Authority may at any time remove the Fiscal Agent initially appointed, and any
successor thereto, and may appoint a successor or successors thereto, but any such successor
shall be a bank, corporation or trust company having a combined capital (exclusive of
borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to
supervision or examination by federal or state authority. If such bank, corporation or trust
company publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the
purposes of this Section 7.01, combined capital and surplus of such bank or trust company
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published.
The Fiscal Agent may at any time resign by giving written notice to the Authority and
by giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon
acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the
successor Fiscal Agent shall be vested with all rights and powers of its predecessor hereunder
without any further act.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have
occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any
court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may
thereupon, after such notice, if any, as such court may deem proper, appoint a successor
Fiscal Agent.
If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is
rendered unable to perform its duties hereunder, all such duties and all of the rights and
powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the
Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit
of the Owners that its Treasurer in such case shall be vested with all of the rights and powers
of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of
the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In
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such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal
Agent hereunder.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same,
or makes any representations as to the validity or sufficiency of this Agreement or of the
Bonds, or shall incur any responsibility in respect thereof, other than in connection with the
duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent
shall not be liable in connection with the performance of its duties hereunder, except for its own
negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any
information, statement or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in
acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request,
consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in
good faith reasonably believe to be genuine and to have been adopted or signed by the proper
person or to have been prepared and furnished pursuant to any provision of this Agreement,
and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to
any statements contained or matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith unless
it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
The Fiscal Agent may become the owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of
Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any
amounts received, and its liability shall be limited to the proper accounting for such funds as it
shall actually receive.
The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority,
with regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
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In order to perform its duties and obligations hereunder, the Fiscal Agent may employ
such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable
for any of the acts or omissions of such persons or entities employed by it in good faith
hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the
opinions, calculations, determinations and directions of such persons or entities.
Section 7.03. Information. The Fiscal Agent shall provide to the Authority such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the Authority shall reasonably request, including but not limited to quarterly
statements reporting funds held and transactions by the Fiscal Agent.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Fiscal Agent, in which complete and correct
entries shall be made of all transactions relating to the expenditure of amounts disbursed from
the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund, the
Special Tax Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of
record and accounts shall at all times during business hours be subject to the inspection of the
Authority and the Owners of not less than ten percent (10%) of the principal amount of the
Bonds then Outstanding, or their representatives duly authorized in writing upon reasonable
prior notice.
Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, bond or other paper or document believed in good faith by it to be
genuine and to have been signed or presented by the proper party or proper parties.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal
Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and
such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under
the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in
its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent
under this Agreement, and also all reasonable expenses, charges, counsel fees and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall
not have a lien therefor on any funds at any time held by it under this Agreement. The
Authority further agrees, to the extent permitted by applicable law, to indemnify and save the
Fiscal Agent, its officers, employees, directors and agents harmless against any costs,
expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its
attorneys, which it may incur in the exercise and performance of its powers and duties
hereunder which are not due to its negligence or willful misconduct. The obligation of the
Authority under this Section shall survive resignation or removal of the Fiscal Agent under this
Agreement and payment of the Bonds and discharge of this Agreement, but any monetary
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obligation of the Authority arising under this Section shall be limited solely to amounts on
deposit in the Administrative Expense Fund.
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ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations
of the Authority and of the Owners of the Bonds may be modified or amended at any time by
a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with
the written consent without a meeting, of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as
provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of
any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the
Authority to pay the principal of, and the interest and any premium on, any Bond, without the
express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any
pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien
created for the benefit of the Owners of the Bonds (except as otherwise permitted by the Act,
the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds
required for the amendment hereof. Any such amendment may not modify any of the rights or
obligations of the Fiscal Agent without its written consent.
This Agreement and the rights and obligations of the Authority and of the Owners may
also be modified or amended at any time by a Supplemental Agreement, without the consent
of any Owners, only to the extent permitted by law and only for any one or more of the
following purposes:
(A) to add to the covenants and agreements of the Authority in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the Authority;
(B) to make modifications not adversely affecting any Outstanding series of
Bonds of the Authority in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the Authority or
the Fiscal Agent may deem necessary or desirable and not inconsistent with this
Agreement, and which shall not adversely affect the rights of the Owners of the Bonds;
(D) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from gross federal income taxation of interest on the
Bonds; and
(E) in connection with the issuance of Parity Bonds under and pursuant to
Section 2.14.
The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such
Supplemental Agreement authorized by this Section which materially adversely affects the
Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or
otherwise with respect to the Bonds or any agreements related thereto.
Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the
Owners. In such event the Authority is authorized to fix the time and place of said meeting
and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for
the conduct of said meeting.
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Section 8.03. Procedure for Amendment with Written Consent of Owners. The
Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending
the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent
that such amendment is permitted by Section 8.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section
provided.
Such Supplemental Agreement shall not become effective unless there shall be filed
with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as
provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if accompanied by proof of ownership of
the Bonds for which such consent is given, which proof shall be such as is permitted by Section
9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and
on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless
such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by
filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to
mail copies of said notice shall not affect the validity of the Supplemental Agreement or
consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A
record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent,
shall be proof of the matters therein stated until the contrary is proved. The Supplemental
Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing
of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except
as otherwise hereinabove specifically provided in this Article) upon the Authority and the
Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of
a final decree of a court of competent jurisdiction setting aside such consent in a legal action or
equitable proceeding for such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the
Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other
action provided for in this Article VIII; provided, however, that the Fiscal Agent shall not be
deemed to have knowledge that any Bond is owned or held by the Authority unless the
Authority is the registered Owner or the Fiscal Agent has received written notice that any other
registered Owner is an Owner for the account of the Authority.
Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall
be deemed to be modified and amended in accordance therewith, the respective rights, duties
and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
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Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
Authority may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in
form approved by the Authority, as to such action. In that case, upon demand of the Owner
of any Bond Outstanding at such effective date and presentation of his Bond for that purpose
at the Principal Office of the Fiscal Agent or at such other office as the Authority may select
and designate for that purpose, a suitable notation shall be made on such Bond. The
Authority may determine that new Bonds, so modified as in the opinion of the Authority is
necessary to conform to such Owners' action, shall be prepared, executed and delivered. In
that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall
be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds
then Outstanding, upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held
by him, provided that due notation thereof is made on such Bonds.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the Authority, the Fiscal
Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf
of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or
more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money
which, together with the amounts then on deposit in the funds and accounts provided
for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding,
including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal
Securities in such amount as the Authority shall determine as confirmed by Bond
Counsel or an independent certified public accountant will, together with the interest to
accrue thereon and moneys then on deposit in the fund and accounts provided for in
Sections 4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on
such Bonds (including all principal, interest and redemption premiums) at or before
their respective maturity dates.
If the Authority shall have taken any of the actions specified in (A), (B) or (C) above,
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption
shall have been given as in this Agreement provided or provision satisfactory to the Fiscal
Agent shall have been made for the giving of such notice, then, at the election of the Authority,
and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge
of the Special Taxes and other funds provided for in this Agreement and all other obligations
of the Authority under this Agreement with respect to such Bonds Outstanding shall cease
and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding
the foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the
Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal
Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be
taken if such action or failure adversely affects the exclusion of interest on the Bonds from
gross income for federal income tax purposes, shall continue in any event.
Upon compliance by the Authority with the foregoing with respect to all Bonds
Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the
Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid
over to the Authority and any Special Taxes thereafter received by the Authority shall not be
remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose
permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Agreement may require or permit to be
executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by
any Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Authority or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No Boardmember, Councilmember, officer,
official, agent or employee of the Authority, the City or the District shall be individually or
personally liable for the payment of the principal of, or interest or any premium on, the Bonds;
but nothing herein contained shall relieve any such Boardmember, Councilmember, officer,
official, agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or
served by the Fiscal Agent to or on the Authority may be given or served by being deposited
postage prepaid in a post office letter box addressed (until another address is filed by the
Authority with the Fiscal Agent) as follows:
Temecula Public Financing Authority
c/o City of Temecula
41000 Main Street
Temecula, CA 92589-9033
Attn: Director of Finance
Any notice or demand which by any provision of this Agreement is required or
permitted to be given or served by the Authority to or on the Fiscal Agent may be given or
served by being deposited postage prepaid in a post office letter box addressed (until another
address is filed by the Fiscal Agent with the Authority) as follows (provided that any such
notice shall not be effective until actually received by the Fiscal Agent):
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U.S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 03-03 (Wolf Creek)
Section 9.07. State Reporting Requirements. The following requirements shall apply to
the Bonds, in addition to those requirements under Section 5.17:
(A) Annual Reporting. Not later than October 30 of each calendar year,
beginning with the October 30 first succeeding the Closing Date, and in each calendar
year thereafter until the October 30 following the final maturity of the Bonds, the
Treasurer shall cause the following information to be supplied to CDIAC: (i) the name
of the Authority; (ii) the full name of the District; (iii) the name, title, and series of the
Bond issue; (iv) any credit rating for the Bonds and the name of the rating agency; (v)
the Closing Date of the Bond issue and the original principal amount of the Bond issue;
(vi) the amount of the Reserve Requirement; (vii) the principal amount of Bonds
outstanding; (viii) the balance in the Reserve Fund; (ix) that there is no capitalized
interest account for the Bonds; (x) the number of parcels in the District that are
delinquent with respect to Special Tax payments, the amount that each parcel is
delinquent, the total amount of Special Taxes due on the delinquent parcels, the length
of time that each has been delinquent, when foreclosure was commenced for each
delinquent parcel, the total number of foreclosure parcels for each date specified, and
the total amount of tax due on the foreclosure parcels for each date specified; (xi) the
balance, if any, in the accounts within the Improvement Fund; (xii) the assessed value
of all parcels subject to the Special Tax to repay the Bonds as shown on the most recent
equalized roll, the date of assessed value reported, and the source of the information;
(xiii) the total amount of Special Taxes due, the total amount of unpaid Special Taxes,
and whether or not the Special Taxes are paid under any County Teeter Plan (Chapter
6.6 (commencing with Section 54773) of the California Government Code); (xiv) the
reason and the date, if applicable, that the Bonds were retired; and (xv) contact
information for the party providing the foregoing information. The annual reporting
shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and
interest due on any scheduled payment date for the Bonds, or if funds are withdrawn
from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall
notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify
CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of
such failure or withdrawal, and the Authority shall provide notice under the
Continuing Disclosure Agreement of such event as required thereunder.
• (C) Special Tax Reporting. The Treasurer shall file a report with the Authority
no later than January 1, 2013, and at least once a year thereafter, which annual report
shall contain: (i) the amount of Special Taxes collected and expended with respect to
the District, (ii) the amount of Bond proceeds collected and expended with respect to
the District, and (iii) the status of the Project. It is acknowledged that the Special Tax
Fund and the Special Tax Prepayments Account are the accounts into which Special
Taxes collected on the District will be deposited for purposes of Section 50075.1(c) of
the California Government Code, and the funds and accounts listed in Section 4.01 are
the funds and accounts into which Bond proceeds will be deposited for purposes of
Section 53410(c) of the California Government Code, and the annual report described in
the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d),
50075.3(d) and 53411 of the California Government Code.
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(D) Amendment. The reporting requirements of this Section 9.07 shall be
amended from time to time, without action by the Authority or the Fiscal Agent (i)
with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section
53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C)
above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the
California Government Code. Notwithstanding the foregoing, any such amendment
shall not, in itself, affect the Authority's obligations under the Continuing Disclosure
Agreement. The Authority shall notify the Fiscal Agent in writing of any such
amendments which affect the reporting obligations of the Fiscal Agent under this
Agreement.
(E) No Liability. None of the Authority and its officers, agents and employees,
the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the
information required by this Section 9.07.
The Treasurer shall provide copies of any of such reports to any Bondowner upon the
written request of a Bondowner and payment by the person requesting the information of the
cost of the Authority to produce such information and pay any postage or other delivery cost
to provide the same, as determined by the Treasurer. The term "Bondowner" for purposes of
this Section 9.07 shall include any Beneficial Owner (as defined in Section 2.13) of the Bonds.
Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The Authority hereby declares
that it would have adopted this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto
irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Agreement may be held illegal, invalid or unenforceable.
Section 9.09. Unclaimed Money. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Bonds which remains unclaimed
for two (2) years after the date when the payments of such principal, interest and premium
have become payable, if such moneys was held by the Fiscal Agent at such date, shall be
repaid by the Fiscal Agent to the Authority as its absolute property free from any trust, and
the Fiscal Agent shall thereupon be released and discharged with respect thereto and the
Owners shall look only to the Authority for the payment of the principal of, and interest and
any premium on, such Bonds. Any right of any Owner to look to the Authority for such
payment shall survive only so long as required under applicable law.
Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and
performed in the State of California.
Section 9.11. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the
Act shall prevail over the conflicting provision of this Agreement.
Section 9.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the
Act relative to their issuance and the levy of the Special Taxes.
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Section 9.13. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need
not be made on such date but may be made on the next succeeding day which is a Business
Day with the same force and effect as if made on the date required and no interest shall accrue
for the period from and after such date.
Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be
executed all as of August 1, 2012.
20009.11:J11743
S-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
By:
Executive Director
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
No.
EXHIBIT A
FORM OF 2012 BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2012 SPECIAL TAX REFUNDING BOND
INTEREST RATE
MATURITY DATE
BOND DATE
CUSII'
September 1, ____
August __, 2012
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek)
(the "District"), for value received, hereby promises to pay solely from the Special Tax (as
hereinafter defined) to be collected in the District or amounts in the funds and accounts held
under the Agreement (as hereinafter defined), to the registered owner named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such
principal amount from the Bond Date set forth above, or from the most recent interest
payment date to which interest has been or duly provided for, semiannually on March 1 and
September 1, commencing March 1, 2013, at the interest rate set forth above, until the principal
amount hereof is paid or made available for payment. The principal of this Bond is payable to
the registered owner hereof in lawful money of the United States of America upon presentation
and surrender of this Bond at the Principal Office (as defined in the Agreement referred to
below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be
paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner
hereof as of the close of business on the 15th day of the month preceding the month in which
the interest payment date occurs (the "Record Date") at such registered owner's address as it
appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in
book -entry -only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to
any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of
Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an
account in the United States designated by such registered owner in such written request,
respectively.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount
of $ approved by a resolution of the Board of Directors of the Authority adopted
on July 10, 2012 (the "Resolution"), and being issued pursuant to the provisions of Section
53311 et seq. of the California Government Code (the "Act") and Article 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code, for the purpose of refunding
A-1
the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf
Creek) 2003 Special Tax Bonds, and is one of the series of bonds designated "Temecula Public
Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax
Refunding Bonds" (the "Bonds"). The creation of the Bonds and the terms and conditions
thereof are provided for in the Fiscal Agent Agreement, dated as of August 1, 2012, between
the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the
Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents
to said terms and conditions. Pursuant to and as more particularly provided in the Resolution
and in the Agreement, additional bonds may be issued by the Authority from time to time
secured by a lien on funds held under the Agreement on a parity with the lien securing the
Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is
issued under, and all are to be construed in accordance with, the laws of the State of
California.
Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on
this Bond are payable solely from the annual special tax authorized under the Act to be
collected within the District (the "Special Tax") and certain funds held under the Agreement.
Interest on this Bond shall be payable from the interest payment date next preceding
the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in
which event it shall bear interest from such date of authentication, or (ii) it is authenticated
prior to an interest payment date and after the close of business on the Record Date preceding
such interest payment date, in which event it shall bear interest from such interest payment
date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment
date, in which event it shall bear interest from the Bond Date set forth above; provided,
however, that if at the time of authentication of this Bond, interest is in default hereon, this
Bond shall bear interest from the interest payment date to which interest has previously been
paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the Authority, as may be permitted by law. The
Bonds do not constitute obligations of the Authority for which the Authority is obligated to
levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to
the District, the Bonds or the Agreement.
The Bonds maturing on or after September 1, ____ are subject to redemption prior to
their stated maturity on any interest payment date occurring on or after September 1, ____, as
a whole or in part among maturities as provided in the Agreement, at a redemption price
(expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth
below, together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
September 1, __ and March 1, ____
September 1, ___ and any interest payment
date thereafter
The Bonds maturing on September 1, _, are subject to mandatory sinking payment
redemption in part on September 1, ____ and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
A-2
Redemption Date
(September 1) Sinking Payments
The Bonds maturing on September 1, ____, are subject to mandatory sinking payment
redemption in part on September 1, and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1) Sinking Payments
The Bonds are also subject to redemption from the proceeds of Special Tax
Prepayments and any corresponding transfers from the Reserve Fund pursuant to the
Agreement, on any Interest Payment Date, among maturities as specified in the Agreement
and by lot within a maturity, at a redemption price (expressed as a percentage at the principal
amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the
date fixed for redemption:
Redemption Dates Redemption Prices
Any interest payment date from March 1,
to and including March 1,
September 1, ___ and any interest payment
date thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the
Fiscal Agent does not receive sufficient funds by the scheduled redemption date the
redemption shall not occur and the Bonds for which notice of redemption was given shall
remain outstanding for all purposes of the Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
A-3
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated
as herein provided, and the principal hereof, interest hereon and any redemption premium
shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall
require the registered owner requesting transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such transfer or exchange. No transfer
or exchange hereof shall be required to be made (i) fifteen days prior to the date established by
the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such
Bond has been selected for redemption, or (iii) between a Record Date and the succeeding
interest payment date. Exchanges may only be made for Bonds in authorized denominations,
as provided in the Agreement.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein. The Agreement contains provisions permitting the
Authority to make provision for the payment of the interest on, and the principal and
premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding
under the terms of the Agreement.
The Bonds are not general obligations of the Authority, but are limited obligations
payable solely from the revenues and funds pledged therefor under the Agreement. Neither
the faith and credit of the Authority or the State of California or any political subdivision
thereof is pledged to the payment of the Bonds.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
this Bond have existed, happened and been performed in due time, form and manner as
required by law, and that the amount of this Bond does not exceed any debt limit prescribed
by the laws or Constitution of the State of California.
A-4
IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond
to be dated the Bond Date set forth above, to be signed by the facsimile signature of its
Chairperson and countersigned by the facsimile signature of its Secretary.
ATTEST
Secretary
A-5
TEMECULA PUBLIC FINANCING
AUTHORITY
Chairperson
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has
been authenticated on
U.S. Bank National Association, as Fiscal
Agent
By:
Authorized Signatory
A-6
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Signature:
Note: Signatures) must be guaranteed by an eligible Note: The signatures) on this Assignment must
guarantor. correspond with the name(s) as written on
the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
A-7
Attachment No. 4
Fiscal Agent Agreement for Harveston II
Quint & lhimmig LLP
5/29/12
6/6/12
6/20/12
6/28/12
FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-06
(Harveston II)
Special Tax Refunding Bonds, Series 2012
20009.12:J 11749
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement 3
Section 1.02. Agreement for Benefit of Owners of the Bonds 3
Section 1.03. Definitions 3
ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation 11
Section 2.02. Terms of the Series 2012 Bonds 11
Section 2.03. Redemption 12
Section 2.04. Form of Bonds 15
Section 2.05. Execution of Bonds 15
Section 2.06. Transfer of Bonds 15
Section 2.07. Exchange of Bonds 16
Section 2.08. Bond Register 16
Section 2.09. Temporary Bonds 16
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 17
Section 2.11. Limited Obligation 17
Section 2.12. No Acceleration 17
Section 2.13. Book -Entry System 17
Section 2.12. Issuance of Parity Bonds 18
ARTICLE III
ISSUANCE OF SERIES 2012 BONDS
Section 3.01. Issuance and Delivery of Series 2012 Bonds 20
Section 3.02. Pledge of Special Tax Revenues 20
Section 3.03. Validity of Bonds 20
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of Series 2012 Bonds and Other Moneys 21
Section 4.02. [intentionally omitted] .21
Section 4.03. Costs of Issuance Fund 21
Section 4.04. Reserve Fund 22
Section 4.05. Bond Fund 23
Section 4.06. Special Tax Fund 24
Section 4.07. Administrative Expense Fund 25
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment 27
Section 5.02. Limited Obligation 27
Section 5.03. Extension of Time for Payment 27
Section 5.04. Against Encumbrances 27
Section 5.05. Books and Records 27
Section 5.06. Protection of Security and Rights of Owners 27
Section 5.07. Compliance with Act 27
Section 5.08. Collection of Special Tax Revenues 27
Section 5.09. Covenant to Foredose 28
Section 5.10. Further Assurances 29
Section 5.11. Private Activity Bond Limitations 29
Section 5.12. Federal Guarantee Prohibition 29
Section 5.13. Rebate Requirement 29
Section 5.14. No Arbitrage .30
Section 5.15. Yield of the Bonds 30
Section 5.16. Maintenance of Tax -Exemption 30
Section 5.17. Continuing Disclosure to Owners 30
Section 5.18. Reduction of Special Taxes 30
Section 5.19. Limits on Special Tax Waivers and Bond Tenders .30
Section 520. No Additional Bonds .31
Section 5.21. City Bid at Foreclosure Sale 31
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTI I(.)RITY
Section 6.01. Deposit and Investment of Moneys in Funds 32
Section 6.02. Limited Obligation 33
Section 6.03. Liability of Authority 33
Section 6.04. Employment of Agents by Authority 34
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent 35
Section 7.02. Liability of Fiscal Agent 36
Section 7.03. Information 37
Section 7.04. Notice to Fiscal Agent 37
Section 7.05. Compensation, Indemnification 37
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted 39
Section 8.02. Owners' Meetings 39
Section 8.03. Procedure for Amendment with Written Consent of Owners 40
Section 8.04. Disqualified Bonds 40
Section 8.05. Effect of Supplemental Agreement 40
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 41
Section 8.07. Amendatory Endorsement of Bonds 41
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties 42
Section 9.02. Successor is Deemed Included in All References to Predecessor 42
Section 9.03. Discharge of Agreement 42
Section 9.04. Execution of Documents and Proof of Ownership by Owners 43
Section 9.05. Waiver of Personal Liability 43
Section 9.06. Notices to and Demands on Authority and Fiscal Agent 43
Section 9.07. State Reporting Requirements 44
Section 9.08. Partial Invalidity 45
Section 9.09. Unclaimed Moneys 45
Section 9.10. Applicable Law 45
Section 9.11. Conflict with Act 45
Section 9.12. Conclusive Evidence of Regularity 45
Section 9.13. Payment on Business Day 46
Section 9.14. Counterparts 46
EXHIBIT A - FORM OF SERIES 2012 BOND
FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 03-06
(Harveston II)
Special Tax Refunding Bonds, Series 2012
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of August 1, 2012,
is by and between the Temecula Public Financing Authority, a joint exercise of powers
authority organized and existing under and by virtue of the laws of the State of California (the
"Authority") for and on behalf of the Temecula Public Financing Authority Community
Facilities District No. 03-06 (Harveston II) (the "District"), and U.S. Bank National
Association, a national banking association duly organized and existing under the laws of the
United States of America, as fiscal agent (the "Fiscal Agent").
RECITALS:
WHEREAS, the Board of Directors of the Authority has formed the District under the
provisions of the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311, et
seq. of the California Government Code) (the "Act") and Resolution No. TPFA 03-27 of the
Board of Directors of the Authority adopted on November 25, 2003 (the "Resolution of
Formation");
WHEREAS, the Board of Directors of the Authority, as the legislative body for the
District, is authorized under the Act to levy special taxes to pay for the costs of the District
and to authorize the issuance of bonds, including bonds to refund any bonds of the Authority
for the District, secured by said special taxes under the Act;
WHEREAS, under the provisions of the Act, on September 9, 2004 the Authority, for
and on behalf of the District, issued $4,845,000 initial principal amount of its Temecula Public
Financing Authority Community Facilities District No. 03-06 (Harveston II) Special Tax
Bonds, Series 2004 (the "Series 2004 Bonds") to finance various public improvements
authorized to be funded by the District;
WHEREAS, due to favorable interest rates in the financial markets, the Board of
Directors of the Authority has determined to refund the Series 2004 Bonds in full;
WHEREAS, under the provisions of the Act and Article 11, commencing with Section
53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law"), on July 10, 2012, the Board of Directors of the Authority adopted its
Resolution No. TPFA-_____ (the "Resolution"), which resolution, among other matters,
authorized the issuance of the Temecula Public Financing Authority Community Facilities
District No. 03-06 (Harveston II) Special Tax Refunding Bonds, Series 2012 (the "Series 2012
Bonds") to provide moneys to defease and currently refund in whole the outstanding Series
2004 Bonds and provided that said issuance would be in accordance with this Agreement, and
authorized the execution hereof;
WHEREAS, it is in the public interest and for the benefit of the Authority, the District,
the persons responsible for the payment of special taxes to be levied in the District and the
owners of the Series 2012 Bonds that the Authority enter into this Agreement to provide for the
-1-
issuance of the Series 2012 Bonds, the disbursement of proceeds of the Series 2012 Bonds, the
disposition of the special taxes securing the Series 2012 Bonds and the administration and
payment of the Series 2012 Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the Series
2012 Bonds, when executed by the Authority for the District and issued as in the Act, the
Refunding Law, the Resolution and this Agreement provided, to be legal, valid and binding
and special obligations of the Authority for the District in accordance with their terms, and all
things necessary to cause the creation, authorization, execution and delivery of this Agreement
and the creation, authorization, execution and issuance of the Series 2012 Bonds, subject to the
terms hereof, have in all respects been duly authorized.
AGREEMENT:
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant
to the provisions of the Act, the Refunding Law and the Resolution.
Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Authority shall be for
the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds,
without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Agreement. Any action by any Owner to enforce the
provisions of this Agreement shall be for the equal benefit and protection of all Owners of the
Bonds.
The Fiscal Agent may become the Owner of any of the Bonds in its own or any other
capacity with the same rights it would have if it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement,
and of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative Expenses" means costs directly related to the administration of the
District consisting of the costs of computing the Special Taxes and preparing the annual
Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and the
costs of collecting the Special Taxes (whether by the County or otherwise); the costs of
remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its
legal counsel) in the discharge of the duties required of it under this Agreement; the costs of
the Authority, the City or any designee of either the Authority or the City of complying with
the disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement,
including those related to public inquiries regarding the Special Tax and disclosures to
Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of
either the Authority or the City related to an appeal of the Special Tax; any amounts required
to be rebated to the federal government in order for the Authority to comply with Section 5.13;
any fees or expenses of the Escrow Bank and any costs incurred by the Authority or the City
(including fees and expenses of the Escrow Bank) under or in connection with the Escrow
Agreement; an allocable share of the salaries of the City staff directly related to the foregoing
and a proportionate amount of City general administrative overhead related thereto.
Administrative Expenses shall also include amounts advanced by the Authority or the City for
any administrative purpose of the District, including costs related to prepayments of Special
Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts
advanced to ensure compliance with Section 5.13, administrative costs related to the
administration of any joint community facilities agreement regarding the District, and the
costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative
Expenses shall include any such expenses incurred in prior years but not yet paid.
-3-
"Administrative Expense Fund" means the fund by that name established by Section
4.07(A) hereof.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or
supplemented from time to time by any Supplemental Agreement adopted pursuant to the
provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for
mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in
such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant
to Section 2.03(A)(ii)).
"Auditor" means the auditor/controller of the County, or such other official at the
County who is responsible for preparing property tax bills.
"Authority" means the Temecula Public Financing Authority and any successor
thereto.
"Authority Attorney" means any attorney or firm of attorneys employed by the
Authority or the City in the capacity of general counsel to the Authority.
"Authorized Officer" means the Chairperson, Executive Director, Treasurer, Secretary
or any other officer or employee authorized by the Board of Directors of the Authority or by an
Authorized Officer to undertake the action referenced in this Agreement as required to be
undertaken by an Authorized Officer.
"Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of
attorneys acceptable to the Authority and nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.05(A) hereof.
"Bond Register" means the books for the registration and transfer of Bonds maintained
by the Fiscal Agent under Section 2.08 hereof.
"Bond Year" means the one-year period beginning on September 2nd in each year and
ending on September 1st in the following year, except that the first Bond Year shall begin on the
Closing Date and end on September 1, 2012.
"Bonds" means the Series 2012 Bonds, and, if the context requires, any Parity Bonds, at
any time Outstanding under this Agreement or any Supplemental Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on
which banking institutions in the state in which the Fiscal Agent has its principal corporate
trust office are authorized or obligated by law or executive order to be closed.
"CDIAC" means the California Debt and Investment Advisory Commission of the
office of the State Treasurer of the State of California or any successor agency or bureau
thereto.
"City" means the City of Temecula, California.
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"Closing Date" means August __, 2012, being the date upon which there is a physical
delivery of the Series 2012 Bonds in exchange for the amount representing the purchase price of
the Series 2012 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Series 2012 Bonds or (except as otherwise referenced herein) as it may be amended to
apply to obligations issued on the date of issuance of the Series 2012 Bonds, together with
applicable proposed, temporary and final regulations promulgated, and applicable official
public guidance published, under the Code.
"Continuing Disclosure Agreement" means that certain Continuing Disclosure
Agreement pertaining to the Series 2012 Bonds, executed as of the Closing Date by the
Authority, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
"Costs of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Authority or the City and related to the authorization, sale and issuance of
the Series 2012 Bonds and the refunding and defeasance of the Series 2004 Bonds, which items
of expense shall include, but not be limited to, printing costs, costs of reproducing and binding
documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent
including its first annual administration fee, fees and expenses of Fiscal Agent's counsel,
expenses incurred by the City or the Authority in connection with the issuance of the Series
2012 Bonds and the refunding and defeasance of the Series 2004 Bonds, Escrow Bank fees and
expenses, special tax consultant fees and expenses, Bond (underwriter's) discount, legal fees
and charges, including bond counsel and disclosure counsel, financial consultants' fees, rating
agency fees, charges for execution, transportation and safekeeping of the Series 2012 Bonds,
and other costs, charges and fees in connection with the foregoing.
hereof.
"Costs of Issuance Fund" means the fund by that name established by Section 4.03(A)
"County" means the County of Riverside, California.
"DTC" means The Depository Trust Company, New York, New York, and its
successors and assigns.
"Debt Service" means the scheduled amount of interest and amortization of principal
(including principal payable by reason of Section 2.03(A)(ii)) on the Bonds and the scheduled
amount of interest and amortization of principal payable on any Parity Bonds during the
period of computation, excluding amounts scheduled during such period which relate to
principal which has been retired before the beginning of such period.
"Depository" means (a) initially, DTC, and (b) any other Securities Depository acting
as Depository pursuant to Section 2.13.
"District" means the Temecula Public Financing Authority Community Facilities
District No. 03-06 (Harveston II), formed by the Authority under the Act and the Resolution of
Formation.
"Escrow Agreement" means the Escrow Agreement, dated as of August 1, 2012, by
and between the Authority and the Escrow Bank.
"Escrow Bank" means U.S. Bank National Association, in its capacity as escrow bank
under the Escrow Agreement.
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"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is
traded on an established securities market (within the meaning of section 1273 of the Code)
and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's
length transaction (as referenced above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Code, (ii) the investment is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a
specifically negotiated interest rate (for example, a guaranteed investment contract, a forward
supply contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Code, (iii) the investment is a United States Treasury Security --State and
Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California but only if at all times during which the investment is held its
yield is reasonably expected to be equal to or greater than the yield on a reasonably
comparable direct obligation of the United States.
"Federal Securities" means any of the following which are non -callable and which at the
time of investment are legal investments under the laws of the State of California for funds
held by the Fiscal Agent:
(i) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the United States
Department of the Treasury) and obligations, the payment of principal of and interest
on which are directly or indirectly guaranteed by the United States of America,
including, without limitation, such of the foregoing which are commonly referred to as
"stripped" obligations and coupons; or
(ii) any of the following obligations of the following agencies of the United
States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of
beneficial ownership issued by the Farmers Home Administration, (c) participation
certificates issued by the General Services Administration, (d) mortgage-backed bonds
or pass-through obligations issued and guaranteed by the Government National
Mortgage Association, (e) project notes issued by the United States Department of
Housing and Urban Development, and (f) public housing notes and bonds guaranteed
by the United States of America.
"Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and
assigns, and any other corporation or association which may at any time be substituted in its
place, as provided in Section 7.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year
to June 30 of the succeeding year, both dates inclusive.
"Independent Financial Consultant" means any consultant or firm of such consultants
appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged
by the person or entity that approved them to have experience in matters relating to the
issuance and/or administration of bonds under the Act; (ii) is in fact independent and not
under the domination of the Authority; (iii) does not have any substantial interest, direct or
indirect, with or in the Authority, or any owner of real property in the District, or any real
property in the District; and (iv) is not connected with the City or the Authority as an officer or
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employee of the City or the Authority, but who may be regularly retained to make reports to
the City or the Authority.
"Information Services" means the Electronic Municipal Market Access System (referred
to as "ENEMA"), a facility of the Municipal Securities Rulemaking Board, (at
http://emma.msrb.org); and, in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such services providing information with
respect to called bonds as the Authority may designate in an Officer's Certificate delivered to
the Fiscal Agent.
"Interest Payment Dates" means March 1 and September 1 of each year, commencing
March 1, 2013.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Moody's" means Moody's Investors Service, and any successor thereto.
"Officer's Certificate" means a written certificate of the Authority signed by an
Authorized Officer of the Authority.
"Ordinance" means any ordinance of the Authority levying the Special Taxes.
"Original Purchaser" means Stifel, Nicolaus & Company, Incorporated dba Stone &
Youngberg, a Division of Stifel Nicolaus, the first purchaser of the Series 2012 Bonds from the
Authority.
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in
substitution for which other Bonds shall have been authorized, executed, issued and delivered
by the Authority pursuant to this Agreement or any Supplemental Agreement.
"Owner' or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Parity Bonds" means bonds issued by the Authority for the District and secured on a
parity with any then Outstanding Bonds pursuant to Section 2.14 hereof.
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments" means any of the following, but only to the extent that the
same are acquired at Fair Market Value:
(a) Federal Securities.
(b) Registered state warrants or treasury notes or bonds of the State of
California (the "State"), including bonds payable solely out of the revenues from a
revenue-producing property owned, controlled, or operated by the State or by a
department, board, agency, or authority of the State, which are rated in one of the two
highest short-term or long-term rating categories by either Moody's or Standard and
Poor's, and which have a maximum term to maturity not to exceed three years.
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(c) Time certificates of deposit or negotiable certificates of deposit issued by a
state or nationally chartered bank or trust company, or a state or federal savings and
loan association which may include the Fiscal Agent and its affiliates; provided, that
the certificates of deposit shall be one or more of the following: continuously and fully
insured by the Federal Deposit Insurance Corporation, and/or continuously and fully
secured by securities described in subdivision (a) or (b) of this definition of Permitted
Investments which shall have a market value, as determined on a marked -to -market
basis calculated at least weekly, and exclusive of accrued interest, or not less than 102
percent of the principal amount of the certificates on deposit.
(d) Commercial paper which at the time of purchase is of "prime" quality of the
highest ranking or of the highest letter and numerical rating as provided by either
Moody's or Standard and Poor's, which commercial paper is limited to issuing
corporations that are organized and operating within the United States of America and
that have total assets in excess of five hundred million dollars ($500,000,000) and that
have an "A" or higher rating for the issuer's debentures, other than commercial paper,
by either Moody's or Standard and Poor's, provided that purchases of eligible
commercial paper may not exceed 180 days' maturity nor represent more than 10
percent of the outstanding commercial paper of an issuing corporation. Purchases of
commercial paper may not exceed 20 percent of the total amount invested pursuant to
this definition of Permitted Investments.
(e) A repurchase agreement with a state or nationally charted bank or trust
company or a national banking association or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New
York, provided that all of the fpllowing conditions are satisfied: (1) the agreement is
secured by any one or more of the securities described in subdivision (a) of this
definition of Permitted Investments, (2) the underlying securities are required by the
repurchase agreement to be held by a bank, trust company, or primary dealer having a
combined capital and surplus of at least one hundred million dollars ($100,000,000)
and which is independent of the issuer of the repurchase agreement, and (3) the
underlying securities are maintained at a market value, as determined on a marked -to -
market basis calculated at least weekly, of not less than 103 percent of the amount so
invested.
(f) An investment agreement or guaranteed investment contract with, or
guaranteed by, a financial institution the long-term unsecured obligations of which are
rated Aa2 and "AA" or better, respectively, by Moody's and Standard and Poor's at
the time of initial investment. The investment agreement shall be subject to a
downgrade provision with at least the following requirements: (1) the agreement shall
provide that within five business days after the financial institution's long-term
unsecured credit rating has been withdrawn, suspended, other than because of general
withdrawal or suspension by Moody's or Standard and Poor's from the practice of
rating that debt, or reduced below "AA-" by Standard and Poor's or below "Aa3" by
Moody's (these events are called "rating downgrades") the financial institution shall
give notice to the Authority and, within the five-day period, and for as long as the
rating downgrade is in effect, shall deliver in the name of the Authority or the Fiscal
Agent to the Authority or the Fiscal Agent Federal Securities allowed as investments
under subdivision (a) of this definition of Permitted Investments with aggregate current
market value equal to at least 105 percent of the principal amount of the investment
agreement invested with the financial institution at that time, and shall deliver
additional allowed federal securities as needed to maintain an aggregate current
market value equal to at least 105 percent of the principal amount of the investment
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agreement within three days after each evaluation date, which shall be at least weekly,
and (2) the agreement shall provide that, if the financial institution's long-term
unsecured credit rating is reduced below "A3" by Moody's or below "A-" by Standard
and Poor's, the Fiscal Agent or the Authority may, upon not more than five business
days' written notice to the financial institution, withdraw the investment agreement,
with accrued but unpaid interest thereon to the date, and terminate the agreement.
(g) The Local Agency Investment Fund of the State of California.
(h) Investments in a money market fund (including any funds of the Fiscal
Agent or its affiliates and including any funds for which the Fiscal Agent or its
affiliates provides investment advisory or other management services) rated in the
highest rating category (without regard to plus (+) or minus (-) designations) by
Moody's or S&P.
(i) Any other lawful investment for City funds.
"Principal Office" means the corporate trust office of the Fiscal Agent set forth in
Section 9.06, except for the purpose of maintenance of the registration books and presentation
of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal
Agent conducts its corporate agency business, or such other or additional offices as may be
designated by the Fiscal Agent.
"Project" means the facilities eligible to be funded by the District, as more particularly
described in the Resolution of Formation.
"Rate and Method of Apportionment of Special Taxes" means the rate and method of
apportionment of special taxes for the District, as approved pursuant to the Resolution of
Formation, and as it may be modified from time to time in accordance with the Act.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date, whether or not such day is a Business Day.
"Refunding Bonds" means bonds issued by the Authority for the District the net
proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided
that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt
service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later
than the final maturity of the Bonds being refunded.
"Refunding Law" means Article 11, commencing with Section 53580, of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code.
"Reserve Fund" means the fund by that name established pursuant to Section 4.04(A)
hereof.
"Reserve Requirement" means, as of any date of calculation, an amount equal to the
least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent
(125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the original
principal amount of the Bonds. The Reserve Requirement as of the Closing Date is
"Resolution" means Resolution No. TPFA 12-____, adopted by the Board of Directors
of the Authority on July 10, 2012.
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"Resolution of Formation" means Resolution No. TPFA 03-27, adopted by the Board of
Directors of the Authority on November 25, 2003.
"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial
Services LLC business, and any successor thereto.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, New
York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other addresses and/or such
other securities depositories as the Authority may designate in an Officer's Certificate
delivered to the Fiscal Agent.
"Series 2004 Bonds" means the Temecula Public Financing Authority Community
Facilities District No. 03-06 (Harveston II) Special Tax Bonds, Series 2004.
"Series 2012 Bonds" means the Bonds so designated and authorized to be issued under
Section 2.01 hereof.
"Special Tax Fund" means the fund by that name established by Section 4.06(A)
hereof.
"Special Tax Prepayments" means the proceeds of any Special Tax prepayments
received by the Authority, as calculated pursuant to the Rate and Method of Apportionment
of the Special Taxes, less any administrative fees or penalties collected as part of any such
prepayment.
"Special 'liax Prepayments Account" means the account by that name established
within the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the
Authority, including any scheduled payments and any prepayments thereof, interest thereon
and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of
the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does
not include any penalties collected in connection with delinquent Special Taxes, which amounts
may be deposited to the Administrative Expense Fund or otherwise disposed of as determined
by the Treasurer consistent with any applicable provisions of the Act.
"Special Taxes" means the special taxes levied within the District pursuant to the Act,
the Ordinance and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized
by a resolution which has been duly adopted by the Authority under the Act and which
agreement is amendatory of or supplemental to this Agreement, but only if and to the extent
that such agreement is specifically authorized hereunder.
"Tax Consultant" means any independent financial or tax consultant retained by the
Authority or the City for the purpose of computing the Special Taxes.
"Treasurer" means the Treasurer of the Authority or such other officer or employee of
the Authority performing the functions of the chief financial officer of the Authority.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation. Series 2012 Bonds in the aggregate
principal amount of Million Dollars ($ ) are authorized to be issued by
the Authority for the District under and subject to the terms of the Resolution and this
Agreement, the Act, the Refunding Law and other applicable laws of the State of California.
The Series 2012 Bonds are hereby designated as the "Temecula Public Financing Authority
Community Facilities District No. 03-06 (Harveston II) Special Tax Refunding Bonds, Series
2012."
Section 2.02. Terms of the Series 2012 Bonds.
(A) Form; Denominations. The Series 2012 Bonds shall be issued in fully registered
form without coupons in the denomination of $5,000 or any integral multiple in excess thereof.
(B) Date of Series 2012 Bonds. The Series 2012 Bonds shall be dated the Closing Date.
(C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted
on the Series 2012 Bonds, but such numbers shall not constitute a part of the contract
evidenced by the Series 2012 Bonds and any error or omission with respect thereto shall not
constitute cause for refusal of any purchaser to accept delivery of and pay for the Series 2012
Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP
numbers in any notice to Owners shall not constitute an event of default or any violation of the
Authority's contract with such Owners and shall not impair the effectiveness of any such
notice.
(D) Maturities, Interest Rates. The Series 2012 Bonds shall mature and become payable
on September 1 in each of the years, and shall bear interest at the rates per annum as follows:
Maturity Date
(September 1) Principal Amount Interest Rate
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(E) Interest. The Series 2012 Bonds shall bear interest at the rates set forth above
payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of
a 360 -day year composed of twelve 30 -day months. Each Series 2012 Bond shall bear interest
from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is
authenticated on an Interest Payment Date, in which event it shall bear interest from such date
of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the
close of business on the Record Date preceding such Interest Payment Date, in which event it
shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the
Record Date preceding the first Interest Payment Date, in which event it shall bear interest
from the Bond Date; provided, however, that if at the time of authentication of a Series 2012
Bond, interest is in default thereon, such Series 2012 Bond shall bear interest from the Interest
Payment Date to which interest has previously been paid or made available for payment
thereon.
(F) Method of Payment. Interest on the Series 2012 Bonds (including the final interest
payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed
on the Interest Payment Dates by first class mail to the registered Owner thereof at such
registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent
at the close of business on the Record Date preceding the Interest Payment Date, or by wire
transfer (i) to the Depository (so long as the Bonds are in book -entry form pursuant to Section
2.13), or (ii) to an account within the United States made on such Interest Payment Date upon
written instructions of any Owner of $1,000,000 or more in aggregate principal amount of
Bonds received before the applicable Record Date, which instructions shall continue in effect
until revoked in writing, or until such Bonds are transferred to a new Owner. The principal of
the Series 2012 Bonds and any premium on the Series 2012 Bonds are payable by check in
lawful money of the United States of America upon surrender of the Series 2012 Bonds at the
Principal Office of the Fiscal Agent. All Series 2012 Bonds paid by the Fiscal Agent pursuant
to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the
canceled Series 2012 Bonds and issue a certificate of destruction thereof to the Authority upon
the Authority's request.
Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The Series 2012 Bonds maturing on and after
September 1, ____ are subject to optional redemption prior to their stated maturity on
any Interest Payment Date occurring on or after September 1, , as a whole, or in
part among maturities so as to maintain substantially level debt service on the Bonds
and by lot within a maturity, at a redemption price (expressed as a percentage of the
principal amount of the Series 2012 Bonds to be redeemed), as set forth below, together
with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
September 1, __ and March 1, _
September 1, _ and any Interest Payment
Date thereafter
(ii) Mandatory Sinking Payment Redemption. The Series 2012 Bonds maturing on
September 1, Y__, are subject to mandatory sinking payment redemption in part on
September 1, ___, and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with
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accrued interest to the date fixed for redemption, without premium, from sinking
payments as follows:
Redemption Date
(September 1) Sinking Payments
The Series 2012 Bonds maturing on September 1, ___, are subject to
mandatory sinking payment redemption in part on September 1, ____, and on each
September 1 thereafter to maturity, by lot, at a redemption price equal to the principal
amount thereof to be redeemed, together with accrued interest to the date fixed for
redemption, without premium, from sinking payments as follows:
Redemption Date
(September 1) Sinking Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so
as to maintain level debt service on the Series 2012 Bonds, as a result of any prior
partial redemption of the Series 2012 Bonds pursuant to Section 2.03(A)(i) above or
Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.
(iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and
any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and
Section 4.04(F), respectively, shall be used to redeem Series 2012 Bonds on the next
Interest Payment Date for which notice of redemption can timely be given under Section
2.03(D), by lot and allocated among maturities of the Series 2012 Bonds so as to
maintain substantially level debt service on the Bonds, at a redemption price (expressed
as a percentage of the principal amount of the Series 2012 Bonds to be redeemed), as
set forth below, together with accrued interest to the date fixed for redemption:
Redemption Dates
any Interest Payment Date from March 1, 2013 to
and including March 1, ____
September 1, ____ and any Interest Payment
Date thereafter
Redemption Prices
ok
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of
its intention to redeem Series 2012 Bonds pursuant to subsection (A)(i) or (A)(iii) not less than
forty-five (45) days prior to the applicable redemption date, or such lesser number of days as
the Fiscal Agent shall allow.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section
2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
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purchase of Outstanding Series 2012 Bonds, upon the filing with the Fiscal Agent of an
Officer's Certificate requesting such purchase prior to the selection of Series 2012 Bonds for
redemption, at public or private sale as and when, and at such prices (including brokerage and
other charges) as such Officer's Certificate may provide, but in no event may Series 2012
Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued
to the date of purchase and any premium which would otherwise be due if such Series 2012
Bonds were to be redeemed in accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories,
to one or more Information Services (or by such other means as permitted by such services),
and to the respective registered Owners of any Series 2012 Bonds designated for redemption,
at their addresses appearing on the Bond Register; but such mailing shall not be a condition
precedent to such redemption and failure to mail or to receive any such notice, or any defect
therein, shall not affect the validity of the proceedings for the redemption of such Series 2012
Bonds.
Such notice shall state the redemption date and the redemption price and, if less than
all of the then Outstanding Series 2012 Bonds are to be called for redemption, shall designate
the CUSIP numbers and Bond numbers of the Series 2012 Bonds to be redeemed by giving the
individual CUSIP number and Bond number of each Series 2012 Bond to be redeemed or shall
state that all Series 2012 Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the Series 2012 Bonds of one or more maturities have been called for
redemption, shall state as to any Series 2012 Bond called in part the principal amount thereof
to be redeemed, and shall require that such Series 2012 Bonds be then surrendered at the
Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall
state that further interest on such Series 2012 Bonds will not accrue from and after the
redemption date.
Notwithstanding the foregoing, in the case of any redemption of the Series 2012 Bonds
under Section 2.03(A)(i) above, the notice of redemption may state that the redemption is
conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Series 2012
Bonds on the anticipated redemption date, and that the redemption shall not occur if by no
later than the scheduled redemption date sufficient moneys to redeem the Series 2012 Bonds
have not been deposited with the Fiscal Agent. In the event that the Fiscal Agent does not
receive sufficient funds by the scheduled redemption date to so redeem the Series 2012 Bonds
to be redeemed, the Fiscal Agent shall send written notice to the owners of the Series 2012
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 Series 2012 Bonds for which
notice of redemption was given shall remain Outstanding for all purposes of this Agreement.
Upon the payment of the redemption price of Series 2012 Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall, to the extent practicable, bear
the CUSIP number identifying, by issue and maturity, of the Series 2012 Bonds being
redeemed with the proceeds of such check or other transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Series 2012 Bonds or any given portion thereof, the Fiscal Agent shall select the Series 2012
Bonds to be redeemed, from all Series 2012 Bonds or such given portion thereof not previously
called for redemption, among maturities as directed in writing by the Treasurer (who shall
specify Series 2012 Bonds to be redeemed so as to maintain substantially level debt service on
the Bonds), and by lot within a maturity in any manner which the Fiscal Agent deems
appropriate.
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Upon surrender of Series 2012 Bonds redeemed in part only, the Authority shall
execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the
expense of the Authority, a new Series 2012 Bond or Series 2012 Bonds, of the same series and
maturity, of authorized denominations in aggregate principal amount equal to the
unredeemed portion of the Series 2012 Bond or Series 2012 Bonds.
(E) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Series 2012
Bonds so called for redemption shall have been deposited in the Bond Fund, such Series 2012
Bonds so called shall cease to be entitled to any benefit under this Agreement other than the
right to receive payment of the redemption price, and no interest shall accrue thereon on or
after the redemption date specified in such notice.
All Series 2012 Bonds redeemed and purchased by the Fiscal Agent pursuant to this
Section, and any Series 2012 Bonds paid at maturity, shall be canceled by the Fiscal Agent.
The Fiscal Agent shall destroy the canceled Series 2012 Bonds and issue a certificate of
destruction thereof to the Authority.
(F) Redemption of Parity Bonds. Redemption provisions, if any, pertaining to any
Parity Bonds shall be set forth in the Supplemental Agreement providing for such Parity
Bonds.
Section 2.04. Form of Bonds. The Series 2012 Bonds, the form of Fiscal Agent's
certificate of authentication and the form of assignment, to appear thereon, shall be
substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this
reference incorporated herein, with necessary or appropriate variations, omissions and
insertions, as permitted or required by this Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
Authority by the manual or facsimile signatures of its Chairperson and Secretary who are in
office on the date of adoption of this Agreement or at any time thereafter, and the seal of the
Authority shall be impressed, imprinted or reproduced by facsimile signature thereon. If any
officer whose signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the owner, such signature shall nevertheless be as effective as if the officer had
remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and
attested on behalf of the Authority by such persons as at the actual date of the execution of
such Bond shall be the proper officers of the Authority although at the nominal date of such
Bond any such person shall not have been such officer of the Authority.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory
for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Bond Register by the person in whose name it is registered, in person or
by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied
by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent.
The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection
with any such transfer shall be paid by the Authority. The Fiscal Agent shall collect from the
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Owner requesting such transfer any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall
execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like
aggregate principal amount of authorized denomination(s).
No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a
Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same series and maturity. The cost for any services rendered or any expenses
incurred by the Fiscal Agent in connection with any such exchange shall be paid by the
Authority. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or
other governmental charge required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a
Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the
succeeding Interest Payment Date.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds, which books
shall show the series number, date, amount, rate of interest and last known Owner of each
Bond and shall at all times be open to inspection by the Authority during regular business
hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall,
under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The Authority and the Fiscal Agent will treat the Owner of any Bond whose name
appears on the Bond Register as the absolute Owner of such Bond for any and all purposes,
and the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The
Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the
Bond Register for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the Authority, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority
upon the same conditions and in substantially the same manner as the definitive Bonds. If the
Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay
and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the
definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the
Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange
for such temporary Bonds an equal aggregate principal amount of definitive Bonds of
authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under to this Agreement as definitive Bonds authenticated and delivered
hereunder.
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Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the
Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in
exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal
Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent
shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of
destruction thereof to the Authority.
If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft
may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent
and indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be
given, the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall
authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of
a sum not exceeding the actual cost of preparing each new Bond delivered under this Section
and of the expenses which may be incurred by the Authority and the Fiscal Agent for the
preparation, execution, authentication and delivery. Any Bond delivered under the provisions
of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an
original additional contractual obligation on the part of the Authority whether or not the Bond
so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be
equally and proportionately entitled to the benefits of this Agreement with all other Bonds
issued pursuant to this Agreement.
Section 2.11. Limited Obligation. All obligations of the Authority under this
Agreement and the Bonds shall be special obligations of the Authority, payable solely from the
Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit
nor the taxing power of the Authority (except with respect to the levy of Special Taxes in the
District, to the limited extent set forth herein) or the State of California or any political
subdivision thereof is pledged to the payment of the Bonds. The City has no obligations
whatsoever under this Agreement or otherwise with respect to the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in arty way prohibit the redemption of
Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this
Agreement under Section 9.03 hereof.
Section 2.13. Book -Entry System. DTC shall act as the initial Depository for the Series
2012 Bonds. One Series 2012 Bond for each maturity of the Series 2012 Bonds shall be initially
executed, authenticated, and delivered as set forth herein with a separate fully registered
certificate (in print or typewritten form). Upon initial execution, authentication, and delivery,
the ownership of the Series 2012 Bonds shall be registered in the Bond Register in the name of
Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing.
The representatives of the Authority and the Fiscal Agent are hereby authorized to take
any and all actions as may be necessary and not inconsistent with this Agreement to qualify
the Bonds for the Depository's book -entry system, including the execution of the Depository's
required representation letter.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the Authority nor the Fiscal Agent shall have any responsibility or
obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds
as Depository from time to time (the "DTC Participants") or to any person for which a DTC
Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the
immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any
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responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.,
or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any
notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the
Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority
elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial
Owner, or any other person, other than DTC, of any amount with respect to the principal of or
interest on the Bonds, or (v) any consent given or other action taken by the Depository as
Owner of the Bonds.
Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the
absolute Owner of each Bond for which DTC is acting as Depository for the purpose of
payment of the principal of and interest on such Bonds, for the purpose of giving notices of
redemption and other matters with respect to such Bonds, for the purpose of registering
transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall
pay all principal of and interest on the Bonds only to or upon the order of the Owners as
shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy
and discharge all obligations with respect to the principal of and interest on the Bonds to the
extent of the sums or sums so paid.
No person other than an Owner, as shown on the Bond Register, shall receive a physical
Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the transfer
provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to
such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Fiscal Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect thereto under applicable law.
The Authority may terminate the services of DTC with respect to the Bonds if it determines
that DTC is unable to discharge its responsibilities with respect to the Bonds or that
continuation of the system of book -entry transfers through DTC is not in the best interest of the
Beneficial Owners, and the Authority shall mail notice of such termination to the Fiscal Agent.
Upon the termination of the services of DTC as provided in the previous paragraph,
and if no substitute Depository willing to undertake the functions hereunder can be found
which is willing and able to undertake such functions upon reasonable or customary terms, or
if the Authority determines that it is in the best interest of the Beneficial Owners of the Series
2012 Bonds that they be able to obtain certificated Series 2012 Bonds, the Series 2012 Bonds
shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the
name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the
Owners shall designate at that time, in accordance with Section 2.06.
To the extent that the Beneficial Owners are designated as the transferee by the Owners,
in accordance with Section 2.06, the Series 2012 Bonds will be delivered to such Beneficial
Owners as soon as practicable.
Section 2.14. Issuance of Parity Bonds. The Authority may issue one or more series of
Parity Bonds, in addition to the Series 2012 Bonds authorized under Section 2.01 hereof, by
means of a Supplemental Agreement and without the consent of any Bondowners, upon
compliance with the provisions of this Section 2.14. Only Refunding Bonds that comply with
the requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall
constitute Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and
funds pledged for the payment of the Bonds hereunder on a parity with all other Bonds
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Outstanding hereunder. The Authority may issue Refunding Bonds that are Parity Bonds
subject to the following specific conditions precedent:
(A) Current Compliance. The Authority shall be in compliance on the date of
issuance of the Parity Bonds with all covenants set forth in this Agreement and all
Supplemental Agreements, and the principal amount of the Parity Bonds shall not
cause the Authority to exceed the maximum authorized indebtedness of the District
under the provisions of the Act.
(B) Payment Dates. The Supplemental Agreement providing for the issuance
of such Parity Bonds shall provide that interest thereon shall be payable on March 1
and September 1, and principal thereof shall be payable on September 1 in any year in
which principal is payable (provided that there shall be no requirement that any Parity
Bonds pay interest on a current basis).
(C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to
a separate account created for such purpose) in an amount necessary so that the
amount on deposit in the Reserve Fund (together with the amount in any such separate
account), following the issuance of such Parity Bonds, is equal to the Reserve
Requirement.
(D) Refunding Bonds. The Parity Bonds shall be Refunding Bonds.
(E) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an
Officer's Certificate certifying that the conditions precedent to the issuance of such
Parity Bonds set forth in subsections (A), (B), (C) and (D) of this Section 2.14 have been
satisfied. In delivering such Officer's Certificate, the Authorized Officer that executes
the same may conclusively rely upon such certificates of the Fiscal Agent, the Tax
Consultant and others selected with due care, without the need for independent inquiry
or certification.
Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or
otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the
pledge thereof under Section 3.02 of this Agreement.
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ARTICLE III
ISSUANCE OF SERIES 2012 BONDS
Section 3.01. Issuance and Delivery of Series 2012 Bonds. At any time after the
execution of this Agreement, the Authority may issue the Series 2012 Bonds for the District in
the aggregate principal amount set forth in Section 2.01 and deliver the Series 2012 Bonds to
the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and
directed to deliver any and all documents and instruments necessary to cause the issuance of
the Series 2012 Bonds in accordance with the provisions of the Act, the Refunding Law, the
Resolution and this Agreement, to redeem the Series 2004 Bonds with proceeds of the Series
2012 Bonds, to authorize the payment of Costs of Issuance from the proceeds of the Series
2012 Bonds and to do and cause to be done any and all acts and things necessary or
convenient for delivery of the Series 2012 Bonds to the Original Purchaser and the redemption
of the Series 2004 Bonds pursuant to the Escrow Agreement.
Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first
pledge of all of the Special Tax Revenues (other than the Special Tax Revenues to be deposited
to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section
4.06(A)) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments
Account therein), the Reserve Fund and, until disbursed as provided herein, in the Special Tax
Fund. The Special Tax Revenues and all moneys deposited into said funds (except as
otherwise provided herein) are hereby dedicated to the payment of the principal of, and
interest and any premium on, the Bonds as provided herein and in the Act until all of the
Bonds have been paid and retired or until moneys or Federal Securities have been set aside
irrevocably for that purpose in accordance with Section 9.03.
Amounts in the Administrative Expense Fund, the Costs of Issuance Fund, and the
Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to clause
(i) of the second paragraph of Section 4.06(A), are not pledged to the repayment of the Bonds.
Any portion of the Project financed with the proceeds of the Series 2004 Bonds is not in any
way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or
destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds
and are free and clear of any lien or obligation imposed hereunder.
Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the performance by any person of such persons
obligation(s) with respect to the Project.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of Series 2012 Bonds and Other Moneys.
(A) The proceeds of the purchase of the Series 2012 Bonds by the Original Purchaser (being
$__________) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and
deposit such proceeds on the Closing Date as follows:
(i) deposit in the Costs of Issuance Fund an amount equal to $
(ii) deposit in the Reserve Fund an amount equal to $ (being an
amount equal to the initial Reserve Requirement); and
(iii) transfer to the Escrow Bank for deposit by the Escrow Bank in the
Refunding Fund established under the Escrow Agreement an amount equal to
(B) In addition to the foregoing, on the Closing Date the Authority shall transfer or
cause to be transferred certain moneys held with respect to the Series 2004 Bonds as follows:
(i) transfer from the administrative expense fund held with respect to the
Series 2004 Bonds to the Treasurer for deposit by the Treasurer in the Administrative
Expense Fund, all amounts on deposit in such administrative expense fund;
(ii) transfer from the special tax fund held with respect to the Series 2004
Bonds (a) to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund
established under the Escrow Agreement $ ; and (b) to the Fiscal Agent for
deposit by the Fiscal Agent in the Special Tax Fund, all remaining amounts on deposit
in such special tax fund;
(iii) transfer from the reserve fund held with respect to the Series 2004 Bonds
to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established
under the Escrow Agreement, the $ _ on deposit in such reserve fund;
(iv) transfer from the bond fund held with respect to the Series 2004 Bonds
to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund, any
amounts on deposit in such bond fund; and
(v) transfer from the improvement fund held with respect to the Series 2004
Bonds to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund, any
amounts in such fund.
(C) The Fiscal Agent may establish a temporary fund or account in its records to
facilitate any of the deposits or transfers referred to in this Section 4.01.
Section 4.02. [intentionally omitted]
Section 4.03. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a
separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority
Community Facilities District No. 03-06 (Harveston II) 2012 Costs of Issuance Fund (the
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"Costs of Issuance Fund"), to the credit of which a deposit shall be made as required by
Section 4.01(A)(i). Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal
Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or
reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from
time to time to pay Costs of Issuance, as set forth in a requisition containing respective
amounts to be paid to the designated payees, signed by the Treasurer and delivered to the
Fiscal Agent on the Closing Date, or otherwise in an Officer's Certificate delivered to the Fiscal
Agent after the Closing Date. The Fiscal Agent shall pay all Costs of Issuance after receipt of
an invoice from any such payee which requests payment in an amount which is less than or
equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate
requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of
Issuance Fund for a period of 90 days from the date of delivery of the Series 2012 Bonds and
then shall transfer any moneys remaining therein, including any investment earnings thereon, to
the Treasurer for deposit by the Treasurer in the Administrative Expense Fund.
(C) I_nvestment. Moneys in the Costs of Issuance Fund shall be invested and deposited
in accordance with Section 6.01. Interest earnings and profits resulting from said investment
shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes
of such fund.
Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held
by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District
No. 03-06 (Harveston II) 2012 Reserve Fund (the "Reserve Fund"), to the credit of which a
deposit shall be made as required by Section 4.01(A)(ii) equal to the Reserve Requirement as of
the Closing Date for the Series 2012 Bonds, and deposits shall be made as provided in clause
(ii) of the second paragraph of Section 4.06(A) and clause (ii) of Section 4.06(B). Moneys in
the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the
Bonds as a reserve for the payment of principal of, and interest and any premium on, the
Bonds and shall be subject to a lien in favor of the Owners of the Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the
purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the
Bond Fund of the amount then required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of
redeeming Bonds from the Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall
provide written notice thereof to the Treasurer, specifying the amount withdrawn.
(D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior
to any September 1 occurring on or after September 1, 2013, or on any other date at the
request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the
Fiscal Agent shall provide written notice to the Treasurer of the amount of the excess and shall
transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for
the payment of interest on the Bonds on the next Interest Payment Date in accordance with
Section 4.05.
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(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the
Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds,
including interest accrued to the date of payment or redemption and premium, if any, due
upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the
amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest
Payment Date to the payment and redemption, in accordance with Section 2.03 and 4.05, as
applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from
the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the
Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Authority to be
used for any lawful purpose under the Act.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund
pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the
federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal
of any such amount from the Reserve Fund for purposes of making such payment to the
federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent.
(F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and
Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section
2.03(A)(iii) and 4.05(B)(ii), funds in the Reserve Fund in the amount of any applicable
"Reserve Fund Credit," as such term is defined in and otherwise determined in accordance
with Section I of the Rate and Method of Apportionment of Special Taxes, shall be transferred
on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be
applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall
deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred,
and the Fiscal Agent may rely on any such Officer's Certificate.
(G) Transfer to Pay Rebate. Amounts in the Reserve Fund shall be withdrawn, at the
written request of an Authorized Officer, for purposes of paying any rebate liability under
Section 5.13.
(H) Investment. Moneys in the Reserve Fund shall be invested in accordance with
Section 6.01. Interest earnings and profits resulting from said investment shall be retained by
the Fiscal Agent in the Reserve Fund to be used for the purposes of such fund, including any of
the purposes specified in this' Section 4.04.
Section 4.05. Bond Fund.
(A) Establishment of Bond Fund and Special Tax Prepayments Account. There is
hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public
Financing Authority Community Facilities District No. 03-06 (Harveston II) Series 2012 Bond
Fund (the "Bond Fund"), to the credit of which deposits shall be made as required by Section
4.04, clause (ii) of the second paragraph of Section 4.06(A) and Section 4.06(B), and any other
amounts required to be deposited therein by this Agreement or the Act. There is also hereby
created in the Bond Fund a separate account held by the Fiscal Agent, the Special Tax
Prepayments Account, to the credit of which deposits shall be made as provided in clause (iii)
of the second paragraph of Section 4.06(A).
Moneys in the Bond Fund and the accounts therein shall be held in trust by the Fiscal
Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the
principal of, and interest and any premium on, the Bonds as provided below, and, pending
such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
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(B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment
Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of
the Bonds the principal, and interest and any premium, then due and payable on the
Bonds, including any amounts due on the Bonds by reason of the sinking payments set
forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i)
or (iii), such payments to be made in the priority listed in the second succeeding
paragraph. Notwithstanding the foregoing, amounts in the Bond Fund as a result of a
transfer pursuant to clause (ii) of the second paragraph of Section 4.06(A) shall be
immediately disbursed by the Fiscal Agent to pay past due amounts owing on the
Bonds.
In the event that amounts in the Bond Fund are insufficient for the purposes set
forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve
Fund to the extent of any funds therein amounts to cover the amount of such Bond
Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited
in the Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond Fund to
make the payments provided for in the first sentence of the first paragraph of this
Section 4.05(B)(i), the Fiscal Agent shall apply the available funds first to the payment
of interest on the Bonds, then to the payment of principal due on the Bonds other than
by reason of sinking payments, and then to payment of principal due on the Bonds by
reason of sinking payments. Each such payment shall be made ratably to the Owners
of the Bonds based on the then Outstanding principal amount of the Bonds, if there are
insufficient funds to make the corresponding payment for all of the then Outstanding
Bonds. Any sinking payment not made as scheduled shall be added to the sinking
payment to be made on the next sinking payment date.
(ii) Special Tax Prepayments Account Disbursements. Moneys in the Special
Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on
the next date for which notice of redemption of Bonds can timely be given under Section
2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B),
and shall be used (together with any amounts transferred pursuant to Section 4.04(F))
to redeem Bonds on the redemption date selected in accordance with Section 2.03.
(C) Investment. Moneys in the Bond Fund and the Special Tax Prepayments Account
shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits
resulting from the investment and deposit of amounts in the Bond Fund and the Special Tax
Prepayments Account shall be retained in the Bond Fund and the Special Tax Prepayments
Account, respectively, to be used for purposes of such fund and account.
Section 4.06. Special Tax Fund.
(A) Establishment Qf Special Tax Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community
Facilities District No. 03-06 (Harveston II) 2012 Special Tax Fund (the "Special Tax Fund").
The Authority shall transfer or cause to be transferred to the Fiscal Agent, as soon as
practicable following receipt, all Special Tax Revenues received by the Authority and any
amounts required by Section 4.01(B)(ii)(b), 4.01(B)(iv) and 4.01(B)(v) to be deposited to the
Special Tax Fund, all which amounts shall be deposited by the Fiscal Agent to the Special Tax
Fund. In addition, the Fiscal Agent shall deposit in the Special Tax Fund amounts to be
transferred thereto pursuant to Section 4.07(B) hereof.
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Notwithstanding the foregoing,
(i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in
an amount equal to the portion of such Fiscal Year's Special Tax levy for
Administrative Expenses (but not to exceed, in any Fiscal Year, $35,000), shall be
deposited by the Treasurer in the Administrative Expense Fund;
(ii) any Special Tax Revenues constituting the collection of delinquencies in
payment of Special Taxes shall be separately identified by the Treasurer and shall be
deposited by the Fiscal Agent first, in the Bond Fund to the extent needed to pay any
past due debt service on the Bonds; second, to the Reserve Fund to the extent needed to
increase the amount then on deposit in the Reserve Fund up to the then Reserve
Requirement; third, to the Administrative Expense Fund to the extent that amounts in
such fund were used to pay costs related to the collection of such delinquencies; and
fourth, to the Special Tax Fund for use as described in Section 4.06(B) below; and
(iii) any proceeds of Special Tax Prepayments shall be transferred by the
Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by
the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account
established pursuant to Section 4.05(A).
Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit
of the Authority and the Owners of the Bonds, shall be disbursed as provided below and,
pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the
Authority.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Special Tax Fund and transfer the following amounts in the following order of
priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in
the Bond Fund and any expected transfers from the Reserve Fund and the Special Tax
Prepayments Account to the Bond Fund pursuant to Sections 4.04(D), (E), and (F), and
4.05(B)(ii), such that the amount in the Bond Fund equals the principal (including any sinking
payment), premium, if any, and interest due on the Bonds on such Interest Payment Date, and
(ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve
Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement.
In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special
Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of
the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the
Treasurer may transfer to the Administrative Expense Fund, from time to time, any amount in
the Special Tax Fund in excess of the amount needed to make such transfers to the Bond Fund
and the Reserve Fund, if monies are needed to pay Administrative Expenses in excess of the
amount then on deposit in the Administrative Expense Fund.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate fund to be held by the Treasurer, the Temecula Public Financing Authority
Community Facilities District No. 03-06 (Harveston II) 2012 Administrative Expense Fund
(the "Administrative Expense Fund"), to the credit of which deposits shall be made as
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required by Sections 4.01(B)(i) and 4.03(B), and clause (i) of the second paragraph of Section
4.06(A). Moneys in the Administrative Expense Fund shall be held in trust by the Treasurer
for the benefit of the Authority, and shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an
Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to
pay an Administrative Expense or Costs of Issuance, and the nature of such Administrative
Expense or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the
Administrative Expense Fund pursuant to Section 4.03(B) shall be separately identified at all
times, and shall be expended for purposes of the Administrative Expense Fund prior to the
use of amounts transferred to the Administrative Expense Fund from the Special Tax Fund
pursuant to Section 4.06(B).
Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any
amounts then remaining in the Administrative Expense Fund in excess of $35,000 that have
not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and
which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for
deposit by the Fiscal Agent in the Special Tax Fund.
(C) Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Treasurer in the Administrative Expense Fund to be used
for the purposes thereof.
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ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be
paid the principal of, and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority
on behalf of the District and are payable solely from and secured solely by the Special Tax
Revenues and the amounts in the Bond Fund (including the Special Tax Prepayments Account
therein), the Reserve Fund and, until disbursed as provided herein, the Special Tax Fund.
Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Authority shall not, directly or indirectly, extend or
consent to the extension of the time for the payment of any claim for interest on any of the
Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement
by purchasing or funding said claims for interest or in any other manner. In case any such
claim for interest shall be extended or funded, whether or not with the consent of the
Authority, such claim for interest so extended or funded shall not be entitled, in case of default
hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the
principal of all of the Bonds then Outstanding and of all claims for interest which shall not
have so extended or funded.
Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or
place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the
Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the
Bonds, except as permitted by this Agreement.
Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the Authority,
in which complete and correct entries shall be made of all transactions relating to the
expenditure of amounts disbursed from the Administrative Expense Fund and to the Special
Tax Revenues. Such books of record and accounts shall at all times during business hours be
subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%)
of the principal amount of the Bonds then Outstanding, or their representatives duly
authorized in writing.
Section 5.06. Protection of Security and Rights of Owners. The Authority will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and
defend their rights against all claims and demands of all persons. From and after the delivery
of any of the Bonds by the Authority, the Bonds shall be incontestable by the Authority.
Section 5.07. Compliance with Act. The Authority will comply with all applicable
provisions of the Act and law in administering the District.
Section 5.08. Collection of Special Tax Revenues. The Authority shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
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On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the
Treasurer with a notice stating the amount then on deposit in the Bond Fund and the Reserve
Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to
the Ordinance as necessary to provide for the debt service to become due on the Bonds in the
calendar year that commences in the Fiscal Year for which the levy is to be made, and
Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the
balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice
by the Treasurer shall in no way affect the obligations of the Treasurer under the following two
paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance
with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the
computation of the levy is complete before the final date on which the Auditor will accept the
transmission of the Special Tax amounts for the parcels within the District for inclusion on the
next real property tax roll. Upon the completion of the computation of the amounts of the
levy, the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor,
such data as the Auditor requires to include the levy of the Special Taxes on the next real
property tax roll.
The Treasurer shall fix and levy the amount of Special Taxes within the District
required for the payment of principal of and interest on any outstanding Bonds of the District
becoming due and payable during the ensuing year, including any necessary replenishment or
expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to
pay the Administrative Expenses (including amounts necessary to discharge any obligation
under Section 5.13) during such year, taking into account the balances in such funds and in the
Special Tax Fund. The Special Taxes so levied shall not exceed the maximum amounts as
provided in the Rate and Method of Apportionment of Special Taxes.
The Special Taxes, when levied, shall be payable and be collected in the same manner
and at the same time and in the same installment as the general taxes on real property are
payable, and have the same priority, become delinquent at the same time and in the same
proportionate amounts and bear the same proportionate penalties and interest after
delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in
accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of
the property owners within the District, in which event the Special Taxes shall become
delinquent if not paid when due pursuant to said billing.
Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the
Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will
order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute
to judgment (unless such delinquency is theretofore brought current), an action in the superior
court to foreclose the lien of any Special Tax or installment thereof not paid when due as
provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any
such delinquency of which the Treasurer is aware, and the Authority Attorney shall commence,
or cause to be commenced, such proceedings.
On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare
the amount of Special Taxes theretofore levied in the District to the amount of Special Tax
Revenues theretofore received by the Authority, and:
(A) Individual Delinquencies. If, as of any June 15, the Treasurer determines
that any single parcel subject to the Special Tax in the District is delinquent in the
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payment of Special Taxes in the aggregate amount of $1,000 or more, then the
Treasurer shall promptly send or cause to be sent a notice of delinquency (and a
demand for immediate payment thereof) to the property owner, and (if the delinquency
remains uncured) foreclosure proceedings shall be commenced by the Authority within
90 days after the notice of delinquency has been sent.
(B) AggLegate Delinquencies. If the Treasurer determines that, as of any June
15, the total amount of delinquent Special Tax for the then current Fiscal Year for the
entire District (including the total of delinquencies under subsection (A) above),
exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year,
the Treasurer shall promptly notify or cause to be notified property owners who are
then delinquent in the payment of Special Taxes (and demand immediate payment of
the delinquency), and the Authority shall commence foreclosure proceedings within 90
days after the notices of delinquency have been sent.
Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency
or foreclosure action if the amount in the Reserve Fund is at least equal to the Reserve
Requirement.
The Treasurer and the Authority Attorney, as applicable, are hereby authorized to
employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any
such counsel (including a charge for Authority staff time) in conducting foreclosure
proceedings shall be an Administrative Expense hereunder.
Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this
Agreement, and for the better assuring and confirming unto the Owners of the rights and
benefits provided in this Agreement.
Section 5.11. Private Activit Bond Limitations. The Authority shall assure that the
proceeds of the Series 2004 Bonds and of the Series 2012 Bonds are not so used as to cause the
Series 2012 Bonds to satisfy the private business tests of section 141(b) of the Code or the
private loan financing test of section 141(c) of the Code.
Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the Series
2012 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 5.13. Rebate Requirement. The Authority shall take any and all actions
necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess
investment earnings, if any, to the federal government, to the extent that such section is
applicable to the Series 2012 Bonds.
If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit
in the Administrative Expense Fund, and any other funds available to the District, including
amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid
by the District as soon as practicable from amounts described in the preceding clauses, to
satisfy its obligations under this Section 5.13. The Treasurer shall take note of any investment
of monies hereunder in excess of the yield on the Series 2012 Bonds, and shall take such actions
as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of
the Special Tax levy for Administration Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.
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In order to provide for the administration of this Section 5.13, the Treasurer may
provide for the employment of independent attorneys, accountants and consultants
compensated on such reasonable basis as the Treasurer may deem appropriate and in
addition, and without limitation of the provisions of Sections 6.02, 6.03 and 6.04, the
Treasurer may rely conclusively upon and be fully protected from all liability in relying upon
the opinions, determinations, calculations and advice of such agents, attorneys and
consultants employed hereunder. Any fees or expenses incurred by the Authority or the City
under or pursuant to this Section 5.13 shall be Administrative Expenses.
The Fiscal Agent may rely conclusively upon the Authority's determinations,
calculations and certifications required by this Section. The Fiscal Agent shall have no
responsibility to independently make any calculation or determination or to review the
Authority's calculations hereunder.
Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be
taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Series
2012 Bonds which, if such action had been reasonably expected to have been taken, or had
been deliberately and intentionally taken, on the date of issuance of the Series 2012 Bonds
would have caused the Series 2012 Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code.
Section 5.15. Yield of the Series 2012 Bonds. In determining the yield of the Series 2012
Bonds to comply with Section 5.13 and 5.14 hereof, the Authority will take into account
redemption (including premium, if any) in advance of maturity based on the reasonable
expectations of the Authority, as of the Closing Date, regarding prepayments of Special Taxes
and use of prepayments for redemption of the Bonds, without regard to whether or not
prepayments are received or Series 2012 Bonds redeemed.
Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the Series 2012 Bonds from the gross income of
the Owners of the Series 2012 Bonds to the same extent as such interest is permitted to be
excluded from gross income under the Code as in effect on the date of issuance of the Series
2012 Bonds.
Section 5.17. Continuing Disclosure to Owners. In addition to its obligations under
Section 9.07, the Authority hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other
provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure
Agreement shall not be considered a default hereunder; however, any Participating
Underwriter or any holder or Beneficial Owner (as defined in Section 2.13) of the Bonds may
take such actions as may be necessary and appropriate to compel performance by the
Authority of its obligations thereunder, including seeking mandate or specific performance by
court order.
Section 5.18. Reduction of Special Taxes. The Authority covenants and agrees to not
consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that
may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the
aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate
of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that Bondowners
are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is
necessary to assure the full and timely payment of the Bonds.
Section 5.19. Limits on Special Tax Waivers and Bond Tenders. The Authority
covenants not to exercise its rights under the Act to waive delinquency and redemption
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penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to
do so would materially and adversely affect the interests of the owners of the Bonds and
further covenants not to permit the tender of Bonds in payment of any Special Taxes except
upon receipt of a certificate of an Independent Financial Consultant that to accept such tender
will not result in the Authority having insufficient Special Tax Revenues to pay the principal of
and interest on the Bonds remaining Outstanding following such tender.
Section 5.20. No Additional Bonds. Except as expressly permitted by Section 2.14
hereof, the Authority shall not issue any additional bonds secured by (A) a pledge of Special
Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any
amounts in any funds or accounts established hereunder.
Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at a
foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to
take the property subject to the lien for Special Taxes imposed by the District and that the
Special Taxes levied on the property are payable while the Authority owns the property.
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ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY
OF TIIE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be
invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's
Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making
of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall
invest, to the extent reasonably practicable, any such moneys in Permitted Investments
described in clause (h) of the definition thereof in Section 1.03, which by their terms mature
prior to the date on which such moneys are required to be paid out hereunder. The Treasurer
shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so
that appropriate actions can be taken to assure compliance with Section 5.13.
Moneys in any fund or account created or established by this Agreement and held by
the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any
event by their terms mature prior to the date on which such moneys are required to be paid out
hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to
be part of such fund or account, subject, however, to the requirements of this Agreement for
transfer of interest earnings and profits resulting from investment of amounts in funds and
accounts. Whenever in this Agreement any moneys are required to be transferred by the
Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like
amount of Permitted Investments.
The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor,
depository, principal or agent in the acquisition or disposition of any investment. Neither the
Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments
made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality
of any investments.
Except as otherwise provided in the next sentence, all investments of amounts
deposited in any fund or account created by or pursuant to this Agreement, or otherwise
containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be
acquired, disposed of, and valued (as of the date that valuation is required by this Agreement
or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection with the
determination of Fair Market Value other than to follow the investment direction of an
Authorized Officer in any written direction of any Authorized Officer. Investments in funds or
accounts (or portions thereof) that are subject to a yield restriction under the applicable
provisions of the Code and (unless valuation is undertaken at least annually) investments in
the subaccounts within the Reserve Fund shall be valued at their present value (within the
meaning of section 148 of the Code). The Fiscal Agent shall not be liable for verification of the
application of such sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund
or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular funds or accounts of
amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the
Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments
strictly in accordance with the funds and accounts to which they are credited and otherwise as
provided in this Agreement.
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The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or
present for redemption, any investment security whenever it shall be necessary to provide
moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or
account to which such investment security is credited and neither the Fiscal Agent nor the
Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition
of such investment security in accordance herewith.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Authority the right to receive brokerage
confirmations of security transactions as they occur, the Authority specifically waives receipt
of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the
Authority periodic cash transaction statements which include detail for all investment
transactions made by the Fiscal Agent hereunder.
Section 6.02. Limited Obligation. The Authority's obligations hereunder are limited
obligations of the Authority on behalf of the District and are payable solely from and' secured
solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund
(including the Special Tax Prepayments Account therein) and the Reserve Fund created
hereunder.
Section 6.03. Liability of Authority. The Authority shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Authority shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions covenants or agreements of the
Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with
the Bonds, or as to the existence of a default or event of default thereunder.
In the absence of bad faith, the Authority, including the Treasurer, may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Authority and conforming to the requirements of
this Agreement. The Authority, including the Treasurer, shall not be liable for any error of
judgment made in good faith unless it shall be proved that it was negligent in ascertaining the
pertinent facts.
No provision of this Agreement shall require the Authority to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Authority and the Treasurer may rely and shall be protected in acting or refraining
from acting upon any notice, resolution, request, consent, order, certificate, report, warrant,
bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or proper parties. The Authority may consult with counsel, who
may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or
suffered by it hereunder in good faith and in accordance therewith.
The Authority shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactory established, if disputed.
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Whenever in the administration of its duties under this Agreement the Authority or the
Treasurer shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of willful misconduct on the part of the
Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal
Agent, an Appraiser, an Independent Financial Consultant or a Tax Consultant, and such
certificate shall be full warrant to the Authority and the Treasurer for any action taken or
suffered under the provisions of this Agreement or any Supplemental Agreement upon the
faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept
other evidence of such matter or may require such additional evidence as to it may seem
reasonable.
Section 6.04. Employment of Agents by Authority. In order to perform its duties and
obligations hereunder, the Authority and/or the Treasurer may employ such persons or
entities as it deems necessary or advisable. The Authority shall not be liable for any of the acts
or omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or entities.
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ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank National Association is hereby
appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this Agreement, and
no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation
to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under
the following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such
succession hereunder.
The Authority may at any time remove the Fiscal Agent initially appointed, and any
successor thereto, and may appoint a successor or successors thereto, but any such successor
shall be a bank, corporation or trust company having a combined capital (exclusive of
borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to
supervision or examination by federal or state authority. If such bank, corporation or trust
company publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the
purposes of this Section 7.01, combined capital and surplus of such bank or trust company
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published.
The Fiscal Agent may at any time resign by giving written notice to the Authority and
by giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective upon
acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the
successor Fiscal Agent shall be vested with all rights and powers of its predecessor hereunder
without any further act.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have
occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any
court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may
thereupon, after such notice, if any, as such court may deem proper, appoint a successor
Fiscal Agent.
If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is
rendered unable to perform its duties hereunder, all such duties and all of the rights and
powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the
Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit
of the Owners that its Treasurer in such case shall be vested with all of the rights and powers
of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of
the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In
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such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal
Agent hereunder.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same,
or makes any representations as to the validity or sufficiency of this Agreement or of the
Bonds, or shall incur any responsibility in respect thereof, other than in connection with the
duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent
shall not be liable in connection with the performance of its duties hereunder, except for its own
negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any
information, statement or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be fumished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in
acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request,
consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in
good faith reasonably believe to be genuine and to have been adopted or signed by the proper
person or to have been prepared and furnished pursuant to any provision of this Agreement,
and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to
any statements contained or matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith unless
it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
The Fiscal Agent may become the owner of the Bonds with the same rights it would
have if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of
Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any
amounts received, and its liability shall be limited to the proper accounting for such funds as it
shall actually receive.
The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority,
with regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
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In order to perform its duties and obligations hereunder, the Fiscal Agent may employ
such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable
for any of the acts or omissions of such persons or entities employed by it in good faith
hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the
opinions, calculations, determinations and directions of such persons or entities.
Section 7.03. information. The Fiscal Agent shall provide to the Authority such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the Authority shall reasonably request, including but not limited to quarterly
statements reporting funds held and transactions by the Fiscal Agent.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Fiscal Agent, in which complete and correct
entries shall be made of all transactions relating to the expenditure of amounts disbursed from
the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund, the
Special Tax Fund and the Costs of Issuance Fund. Such books of record and accounts shall at
all times during business hours be subject to the inspection of the Authority and the Owners of
not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their
representatives duly authorized in writing upon reasonable prior notice.
Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, bond or other paper or document believed in good faith by it to be
genuine and to have been signed or presented by the proper party or proper parties.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal
Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and
such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under
the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in
its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent
under this Agreement, and also all reasonable expenses, charges, counsel fees and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall
not have a lien therefor on any funds at any time held by it under this Agreement. The
Authority further agrees, to the extent permitted by applicable law, to indemnify and save the
Fiscal Agent, its officers, employees, directors and agents harmless against any costs,
expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its
attorneys, which it may incur in the exercise and performance of its powers and duties
hereunder which are not due to its negligence or willful misconduct. The obligation of the
Authority under this Section shall survive resignation or removal of the Fiscal Agent under this
Agreement and payment of the Bonds and discharge of this Agreement, but any monetary
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obligation of the Authority arising under this Section shall be limited solely to amounts on
deposit in the Administrative Expense Fund.
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ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations
of the Authority and of the Owners of the Bonds may be modified or amended at any time by
a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with
the written consent without a meeting, of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as
provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of
any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the
Authority to pay the principal of, and the interest and any premium on, any Bond, without the
express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any
pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien
created for the benefit of the Owners of the Bonds (except as otherwise permitted by the Act,
the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds
required for the amendment hereof. Any such amendment may not modify any of the rights or
obligations of the Fiscal Agent without its written consent.
This Agreement and the rights and obligations of the Authority and of the Owners may
also be modified or amended at any time by a Supplemental Agreement, without the consent
of any Owners, only to the extent permitted by law and only for any one or more of the
following purposes:
(A) to add to the covenants and agreements of the Authority in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the Authority;
(B) to make modifications not adversely affecting any Outstanding series of
Bonds of the Authority in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this
Agreement, or in regard to questions arising under this Agreement, as the Authority or
the Fiscal Agent may deem necessary or desirable and not inconsistent with this
Agreement, and which shall not adversely affect the rights of the Owners of the Bonds;
(D) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from gross federal income taxation of interest on the
Bonds; and
(E) in connection with the issuance of Parity Bonds under and pursuant to
Section 2.14.
The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such
Supplemental Agreement authorized by this Section which materially adversely affects the
Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or
otherwise with respect to the Bonds or any agreements related thereto.
Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the
Owners. In such event the Authority is authorized to fix the time and place of said meeting
and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for
the conduct of said meeting.
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Section 8.03. Procedure for Amendment with Written Consent of Owners. The
Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending
the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent
that such amendment is permitted by Section 8.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section
provided.
Such Supplemental Agreement shall not become effective unless there shall be filed
with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as
provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if accompanied by proof of ownership of
the Bonds for which such consent is given, which proof shall be such as is permitted by Section
9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and
on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless
such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by
filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to
mail copies of said notice shall not affect the validity of the Supplemental Agreement or
consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A
record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent,
shall be proof of the matters therein stated until the contrary is proved. The Supplemental
Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing
of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except
as otherwise hereinabove specifically provided in this Article) upon the Authority and the
Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of
a final decree of a court of competent jurisdiction setting aside such consent in a legal action or
equitable proceeding for such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the
Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other
action provided for in this Article VIII; provided, however, that the Fiscal Agent shall not be
deemed to have knowledge that any Bond is owned or held by the Authority unless the
Authority is the registered Owner or the Fiscal Agent has received written notice that any other
registered Owner is an Owner for the account of the Authority.
Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall
be deemed to be modified and amended in accordance therewith, the respective rights, duties
and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
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Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
Authority may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in
form approved by the Authority, as to such action. In that case, upon demand of the Owner
of any Bond Outstanding at such effective date and presentation of his Bond for that purpose
at the Principal Office of the Fiscal Agent or at such other office as the Authority may select
and designate for that purpose, a suitable notation shall be made on such Bond. The
Authority may determine that new Bonds, so modified as in the opinion of the Authority is
necessary to conform to such Owners' action, shall be prepared, executed and delivered. In
that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall
be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds
then Outstanding, upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held
by him, provided that due notation thereof is made on such Bonds.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the Authority, the Fiscal
Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf
of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or
more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money
which, together with the amounts then on deposit in the funds and accounts provided
for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding,
including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal
Securities in such amount as the Authority shall determine as confirmed by Bond
Counsel or an independent certified public accountant will, together with the interest to
accrue thereon and moneys then on deposit in the fund and accounts provided for in
Sections 4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on
such Bonds (including all principal, interest and redemption premiums) at or before
their respective maturity dates.
If the Authority shall have taken any of the actions specified in (A), (B) or (C) above,
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption
shall have been given as in this Agreement provided or provision satisfactory to the Fiscal
Agent shall have been made for the giving of such notice, then, at the election of the Authority,
and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge
of the Special Taxes and other funds provided for in this Agreement and all other obligations
of the Authority under this Agreement with respect to such Bonds Outstanding shall cease
and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding
the foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the
Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal
Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be
taken if such action or failure adversely affects the exclusion of interest on the Bonds from
gross income for federal income tax purposes, shall continue in any event.
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Upon compliance by the Authority with the foregoing with respect to all Bonds
Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the
Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid
over to the Authority and any Special Taxes thereafter received by the Authority shall not be
remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose
permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Agreement may require or permit to be
executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by
any Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Authority or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No Boardmember, Councilmember, officer,
official, agent or employee of the Authority, the City or the District shall be individually or
personally liable for the payment of the principal of, or interest or any premium on, the Bonds;
but nothing herein contained shall relieve any such Boardmember, Councilmember, officer,
official, agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or
served by the Fiscal Agent to or on the Authority may be given or served by being deposited
postage prepaid in a post office letter box addressed (until another address is filed by the
Authority with the Fiscal Agent) as follows:
Temecula Public Financing Authority
c/o City of Temecula
41000 Main Street
Temecula, CA 92589-9033
Attn: Director of Finance
Any notice or demand which by any provision of this Agreement is required or
permitted to be given or served by the Authority to or on the Fiscal Agent may be given or
served by being deposited postage prepaid in a post office letter box addressed (until another
address is filed by the Fiscal Agent with the Authority) as follows (provided that any such
notice shall not be effective until actually received by the Fiscal Agent):
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U.S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 03-06 (Harveston II)
Section 9.07. State Reporting Requirements. The following requirements shall apply to
the Bonds, in addition to those requirements under Section 5.17:
(A) Annual Reporting. Not later than October 30 of each calendar year,
beginning with the October 30 first succeeding the Closing Date, and in each calendar
year thereafter until the October 30 following the final maturity of the Bonds, the
Treasurer shall cause the following information to be supplied to CDIAC: (i) the name
of the Authority; (ii) the full name of the District; (iii) the name, title, and series of the
Bond issue; (iv) any credit rating for the Bonds and the name of the rating agency; (v)
the Closing Date of the Bond issue and the original principal amount of the Bond issue;
(vi) the amount of the Reserve Requirement; (vii) the principal amount of Bonds
outstanding; (viii) the balance in the Reserve Fund; (ix) that there is no capitalized
interest account for the Bonds; (x) the number of parcels in the District that are
delinquent with respect to Special Tax payments, the amount that each parcel is
delinquent, the total amount of Special Taxes due on the delinquent parcels, the length
of time that each has been delinquent, when foreclosure was commenced for each
delinquent parcel, the total number of foreclosure parcels for each date specified, and
the total amount of tax due on the foreclosure parcels for each date specified; (xi) that
there is no balance in any improvement fund for the Bonds; (xii) the assessed value of
all parcels subject to the Special Tax to repay the Bonds as shown on the most recent
equalized roll, the date of assessed value reported, and the source of the information;
(xiii) the total amount of Special Taxes due, the total amount of unpaid Special Taxes,
and whether or not the Special Taxes are paid under any County Teeter Plan (Chapter
6.6 (commencing with Section 54773) of the California Government Code); (xiv) the
reason and the date, if applicable, that the Bonds were retired; and (xv) contact
information for the party providing the foregoing information. The annual reporting
shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and
interest due on any scheduled payment date for the Bonds, or if funds are withdrawn
from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall
notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify
CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of
such failure or withdrawal, and the Authority shall provide notice under the
Continuing Disclosure Agreement of such event as required thereunder.
(C) Special Tax Reporting. The Treasurer shall file a report with the Authority
no later than January 1, 2013, and at least once a year thereafter, which annual report
shall contain: (i) the amount of Special Taxes collected and expended with respect to
the District, (ii) the amount of Bond proceeds collected and expended with respect to
the District, and (iii) the status of the Project. It is acknowledged that the Special Tax
Fund and the Special Tax Prepayments Account are the accounts into which Special
Taxes collected on the District will be deposited for purposes of Section 50075.1(c) of
the California Government Code, and the funds and accounts listed in Section 4.01 are
the funds and accounts into which Bond proceeds will be deposited for purposes of
Section 53410(c) of the California Government Code, and the annual report described in
the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d),
50075.3(d) and 53411 of the California Government Code.
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(D) Amendment. The reporting requirements of this Section 9.07 shall be
amended from time to time, without action by the Authority or the Fiscal Agent (i)
with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section
53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C)
above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the
California Government Code. Notwithstanding the foregoing, any such amendment
shall not, in itself, affect the Authority's obligations under the Continuing Disclosure
Agreement. The Authority shall notify the Fiscal Agent in writing of any such
amendments which affect the reporting obligations of the Fiscal Agent under this
Agreement.
(E) No Liability. None of the Authority and its officers, agents and employees,
the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the
information required by this Section 9.07.
The Treasurer shall provide copies of any of such reports to any Bondowner upon the
written request of a Bondowner and payment by the person requesting the information of the
cost of the Authority to produce such information and pay any postage or other delivery cost
to provide the same, as determined by the Treasurer. The term "Bondowner" for purposes of
this Section 9.07 shall include any Beneficial Owner (as defined in Section 2.13) of the Bonds.
Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The Authority hereby declares
that it would have adopted this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto
irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Agreement may be held illegal, invalid or unenforceable.
Section 9.09. Unclaimed Money. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Bonds which remains unclaimed
for two (2) years after the date when the payments of such principal, interest and premium
have become payable, if such moneys was held by the Fiscal Agent at such date, shall be
repaid by the Fiscal Agent to the Authority as its absolute property free from any trust, and
the Fiscal Agent shall thereupon be released and discharged with respect thereto and the
Owners shall look only to the Authority for the payment of the principal of, and interest and
any premium on, such Bonds. Any right of any Owner to look to the Authority for such
payment shall survive only so long as required under applicable law.
Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and
performed in the State of California.
Section 9.11. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the
Act shall prevail over the conflicting provision of this Agreement.
Section 9.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the
Act relative to their issuance and the levy of the Special Taxes.
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Section 9.13. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need
not be made on such date but may be made on the next succeeding day which is a Business
Day with the same force and effect as if made on the date required and no interest shall accrue
for the period from and after such date.
Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of
Which shall be deemed an original.
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IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be
executed all as of August 1, 2012.
20009.12:111749
3-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-06 (HARVESTON II)
By:
Executive Director
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
No.
EXHIBIT A
FORM OF SERIES 2012 BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-06
(HARVESTON II)
SPECIAL TAX REFUNDING BOND, SERIES 2012
INTEREST RATE
MATURITY DATE
BOND DATE
CUSIP
September 1, ____
August _, 2012
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-06 (Harveston II)
(the "District"), for value received, hereby promises to pay solely from the Special Tax (as
hereinafter defined) to be collected in the District or amounts in the funds and accounts held
under the Agreement (as hereinafter defined), to the registered owner named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such
principal amount from the Bond Date set forth above, or from the most recent interest
payment date to which interest has been or duly provided for, semiannually on March 1 and
September 1, commencing March 1, 2013, at the interest rate set forth above, until the principal
amount hereof is paid or made available for payment. The principal of this Bond is payable to
the registered owner hereof in lawful money of the United States of America upon presentation
and surrender of this Bond at the Principal Office (as defined in the Agreement referred to
below) of U.S. Bank National Association (the "Fiscal Agent"). Interest on this Bond shall be
paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner
hereof as of the close of business on the 15th day of the month preceding the month in which
the interest payment date occurs (the "Record Date") at such registered owner's address as it
appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in
book -entry -only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to
any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of
Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an
account in the United States designated by such registered owner in such written request,
respectively.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount
of $_______ approved by a resolution of the Board of Directors of the Authority adopted
on July 10, 2012 (the "Resolution"), and being issued pursuant to the provisions of Section
53311 et seq. of the California Government Code (the "Act") and Article 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code for the purpose of refunding
A-1
the Temecula Public Financing Authority Community Facilities District No. 03-06 (Harveston
II) Special Tax Bonds, Series 2004, and is one of the series of bonds designated "Temecula
Public Financing Authority Community Facilities District No. 03-06 (Harveston II) Special Tax
Refunding Bonds, Series 2012" (the "Bonds"). The creation of the Bonds and the terms and
conditions thereof are provided for in the Fiscal Agent Agreement, dated as of August 1, 2012,
between the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates
the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond
assents to said terms and conditions. Pursuant to and as more particularly provided in the
Resolution and in the Agreement, additional bonds may be issued by the Authority from time
to time secured by a lien on funds held under the Agreement on a parity with the lien securing
the Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond
is issued under, and all are to be construed in accordance with, the laws of the State of
California.
Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on
this Bond are payable solely from the annual special tax authorized under the Act to be
collected within the District (the "Special Tax") and certain funds held under the Agreement.
Interest on this Bond shall be payable from the interest payment date next preceding
the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in
which event it shall bear interest from such date of authentication, or (ii) it is authenticated
prior to an interest payment date and after the close of business on the Record Date preceding
such interest payment date, in which event it shall bear interest from such interest payment
date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment
date, in which event it shall bear interest from the Bond Date set forth above; provided,
however, that if at the time of authentication of this Bond, interest is in default hereon, this
Bond shall bear interest from the interest payment date to which interest has previously been
paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the Authority, as may be permitted by law. The
Bonds do not constitute obligations of the Authority for which the Authority is obligated to
levy or pledge, or has levied or pledged, general or special taxation other than described
hereinabove. The City of Temecula has no liability or obligations whatsoever with respect to
the District, the Bonds or the Agreement.
The Bonds maturing on or after September 1, are subject to redemption prior to
their stated maturity on any interest payment date occurring on or after September 1, , as
a whole or in part among maturities as provided in the Agreement, at a redemption price
(expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth
below, together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
September 1, and March 1, ____
September 1, ____ and any interest payment
date thereafter
The Bonds maturing on September 1, , are subject to mandatory sinking payment
redemption in part on September 1, ____ and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
A-2
Redemption Date
(September 1) Sinking Payments
The Bonds maturing on September 1, ____, are subject to mandatory sinking payment
redemption in part on September 1, ____ and on each September 1 thereafter to maturity, by
lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1) Sinking Payments
The Bonds are also subject to redemption from the proceeds of Special Tax
Prepayments and any corresponding transfers from the Reserve Fund pursuant to the
Agreement, on any Interest Payment Date, among maturities as specified in the Agreement
and by lot within a maturity, at a redemption price (expressed as a percentage at the principal
amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the
date fixed for redemption:
Redemption Dates Redemption Prices
Any interest payment date from March 1,
to and including March 1, ____
September 1, ____ and any interest payment
date thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the
Fiscal Agent does not receive sufficient funds by the scheduled redemption date the
redemption shall not occur and the Bonds for which notice of redemption was given shall
remain outstanding for all purposes of the Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
A-3
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated
as herein provided, and the principal hereof, interest hereon and any redemption premium
shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall
require the registered owner requesting transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such transfer or exchange. No transfer
or exchange hereof shall be required to be made (i) fifteen days prior to the date established by
the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such
Bond has been selected for redemption, or (iii) between a Record Date and the succeeding
interest payment date. Exchanges may only be made for Bonds in authorized denominations,
as provided in the Agreement.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein. The Agreement contains provisions permitting the
Authority to make provision for the payment of the interest on, and the principal and
premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding
under the terms of the Agreement.
The Bonds are not general obligations of the Authority, but are limited obligations
payable solely from the revenues and funds pledged therefor under the Agreement. Neither
the faith and credit of the Authority or the State of California or any political subdivision
thereof is pledged to the payment of the Bonds.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Fiscal
Agent.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
this Bond have existed, happened and been performed in due time, form and manner as
required by law, and that the amount of this Bond does not exceed any debt limit prescribed
by the laws or Constitution of the State of California.
A-4
IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond
to be dated the Bond Date set forth above, to be signed by the facsimile signature of its
Chairperson and countersigned by the facsimile signature of its Secretary.
ATTEST
Secretary
A-5
TEMECULA PUBLIC FINANCING
AUTHORITY
Chairperson
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has
been authenticated on
A-6
U.S. Bank National Association, as Fiscal
Agent
By:
Authorized Signa tory
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of
substitution in the premises.
Dated:
Signature Guaranteed: Signature:
Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must
guarantor. correspond with the name(s) as written on
the face of the within Bond in every
particular without alteration or enlargement
or any change whatsoever.
A-7
Attachment No. 5
Escrow Agreements for Crowne Hill, Wolf Creek,
and Harveston II
Quint & Thimmig LU'
5/29/12
6/6/12
6/20/12
6/28/12
ESCROW AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Bonds, Series 2003-A
20009.10:J11755
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
EXHIBIT A:
TABLE OF CONTENTS
Establishment of Refunding Fund 1
Deposit into Refunding Fund; Investment of Amounts 2
Instructions as to Application of Refunding Fund 2
Application of Proceeds from Prior Bond Funds 2
Application of Certain Terms of Prior Fiscal Agent Agreement 3
Proceedings for Redemption of Prior Bonds 3
Compensation to Escrow Bank 3
Liabilities and Obligations of Escrow Bank 3
Resignation of Escrow Bank 5
Amendment 5
Unclaimed Moneys 5
Execution in Counterparts 5
Applicable Law 5
SCHEDULE OF PAYMENTS ON PRIOR BONDS
-i-
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of August 1, 2012, is by
and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers
authority duly organized and existing under the laws of the State of California (the
"Authority"), for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1 (CROWNE HILL) (the "District"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America, acting as successor Fiscal Agent for the Prior
Bonds hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the Board of Directors of the Authority has conducted proceedings under
and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, to form the
District, to authorize the levy of special taxes upon the land within the District, and to issue
bonds secured by said special taxes to finance certain facilities; and
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of July 1, 2003 (as
amended and supplemented by the First Supplemental Fiscal Agent Agreement, dated as of
August 1, 2005, the "Prior Fiscal Agent Agreement"), between the Authority and U.S. Bank
National Association, as fiscal agent (the "Fiscal Agent"), the Authority has issued its
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill)
Special Tax Bonds, Series 2003-A (the "Prior Bonds"); and
WHEREAS, the Authority has determined to issue, for and on behalf of the District,
pursuant to the Prior Fiscal Agent Agreement, as amended and supplemented by the Second
Supplemental Fiscal Agent Agreement, dated as of August 1, 2012 (the Prior Fiscal Agent
Agreement, as so amended and supplemented, being referred to in this Agreement as the
"2012 Agreement"), between the Authority and U.S. Bank National Association, as fiscal
agent, special tax bonds in the aggregate principal amount of $ (the "Refunding
Bonds") at this time for the purposes of providing funds to currently refund and defease the
Prior Bonds; and
WHEREAS, the Authority and the Escrow Bank wish to enter into this Agreement for
the purpose of providing the terms and conditions relating to the deposit and application of
moneys to provide for the payment and redemption of the Prior Bonds in full, pursuant to and
in accordance with the provisions of Section 9.03(B) of the Prior Fiscal Agent Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Section 1. Establishment of Refunding Fund. There is hereby created an escrow fund
(the "Refunding Fund") to be held in trust by the Escrow Bank as an irrevocable escrow
securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall
administer the Refunding Fund as provided in this Agreement. All cash in the Refunding Fund
is hereby irrevocably pledged as a special fund for the payment of the principal of and interest
and premium, if any, on the Prior Bonds in accordance with the provisions of this Agreement
and the Prior Fiscal Agent Agreement.
-1-
If at any time the Escrow Bank shall receive actual knowledge that the cash in the
Refunding Fund will not be sufficient to make any payment required by Section 3 hereof, the
Escrow Bank shall notify the Authority of such fact and the Authority shall immediately cure
such deficiency from any source of funds legally available to the District. The Escrow Bank
shall have no obligation whatsoever to use its own funds to cure any such deficiency.
Section 2. Deposit into Refunding Fund; Investment of Amounts. Concurrent with
delivery of the Refunding Bonds, the Authority shall cause to be transferred to the Escrow
Bank for deposit into the Refunding; Fund the amount of $ _ in immediately
available funds, which shall be derived from (a) proceeds of sale of the Refunding Bonds in the
amount of $ , (b) as described in Section 4(a) below, the moneys on deposit in the
reserve fund established under the Prior Fiscal Agent Agreement (the "Reserve Fund") in the
amount of $ and (c) as described in Section 4(b) below, the moneys held in the
special tax fund established under the Prior Fiscal Agent Agreement (the "Special Tax Fund")
in the amount of $ . The Escrow Bank, in its capacity as Fiscal Agent for the Prior
Bonds, is hereby directed by the Authority to make the transfers of funds from the Reserve
Fund and the Special Tax Fund under the Prior Fiscal Agent Agreement to the Refunding Fund
as described in clauses (b) and (c) of the preceding sentence.
The moneys deposited into the Refunding Fund pursuant to the preceding paragraph
shall be held by the Escrow Bank in cash, uninvested. The funds deposited with and held by
the Escrow Bank in the Refunding Fund shall be used by the Escrow Bank solely for the uses
and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set off
against the funds at any time on deposit in the Refunding Fund.
Section 3. Instructions as to Application of Refunding Fund. The total amount held in
the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of
paying the principal of and interest, and premium, on the Prior Bonds in accordance with
Section 2.03(A)(i) of the Prior Fiscal Agent Agreement and the schedule set forth in Exhibit A
hereto. Following payment in full of the principal of and interest, and premium, on the Prior
Bonds, any remaining amount on deposit in the Refunding Fund shall be transferred by the
Escrow Bank on September 5, 2012 to U.S. Bank National Association in its capacity as fiscal
agent under the 2012 Agreement, for deposit in the Special Tax Fund established pursuant to
Section 4.06 of the 2012 Agreement.
The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent
Agreement, is hereby directed to apply the amounts in the Refunding Fund to the payment
and redemption of the Prior Bonds pursuant to the preceding paragraph.
Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow
Bank from the Authority of certain amounts on deposit in the funds and accounts established
under the Prior Fiscal Agent Agreement as of the date of delivery of the Refunding Bonds, such
amount received shall be applied by the Escrow Bank as follows:
(a) of amounts on deposit in the Reserve Fund established under the Prior
Fiscal Agent Agreement, $ transferred by the Fiscal Agent to the Escrow
Bank shall be deposited by the Escrow Bank in the Refunding Fund; and
(b) of amounts on deposit in the Special Tax Fund established under the
Prior Fiscal Agent Agreement, $__ transferred by the Fiscal Agent to the
Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund.
-2-
After making the foregoing deposits and transfers, any other amounts remaining on
deposit in or accruing to any funds and accounts established under the Prior Fiscal Agent
Agreement shall be disposed of as provided in the 2012 Agreement.
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the
terms of the Prior Fiscal Agent Agreement relating to the making of payments of the principal
of and interest on the Prior Bonds are incorporated in this Agreement as if set forth in full
herein.
Section 6. Proceedings for Redemption of Prior Bonds. The Authority hereby irrevocably
elects to redeem all of the outstanding Prior Bonds in full on September 1, 2012 pursuant to
the provisions of Sections 2.03(A)(i) of the Prior Fiscal Agent Agreement. It is hereby
acknowledged that the Escrow Bank has already provided notice of redemption (on behalf of
and at the direction and expense of the Authority) required under Sections 2.03(D) of the Prior
Fiscal Agent Agreement as necessary to comply with Section 9.03(B) of the Prior Fiscal Agent
Agreement and to so redeem the Prior Bonds on September 1, 2012.
Section 7. Compensation to Escrow Bank. The Authority shall pay the Escrow Bank,
promptly upon written request, full compensation for its duties under this Agreement,
including out-of-pocket costs such as publication costs, redemption expenses, legal fees
(including fees of outside counsel and the allocated costs of internal attorneys) and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in or credited
to the Refunding Fund be deemed to be available for said purposes. The obligation of the
Authority under this Section 7 to pay compensation already earned by the Escrow Bank and to
pay costs and expenses already incurred shall survive termination of this Agreement and shall
survive the resignation or removal of the Escrow Bank.
Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Agreement unless the Authority shall have deposited
sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully
protected in acting upon the written instructions of the Authority or its agents relating to any
matter or action as Escrow Bank under this Agreement.
The Authority covenants to indemnify, defend and hold harmless the Escrow Bank and
its officers, employees, directors and agents, solely from funds of the District, against any loss,
liability or expense, including legal fees (including the fees of outside counsel and internal
attorneys), incurred in connection with the performance of any of the duties of Escrow Bank
hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or
expense resulting from its negligence or willful misconduct.
The indemnity provided in this Section 8 shall survive the termination of this
Agreement and shall survive the resignation or removal of the Escrow Bank.
The Escrow Bank shall have such duties as are expressly set forth herein and no implied
duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not
be liable for any act or omission of the Authority under this Agreement or the Prior Fiscal
Agent Agreement.
The Escrow Bank shall not be liable for the accuracy of any calculations provided as to
the sufficiency of moneys deposited with it to pay the principal of and interest and premium
on the Prior Bonds.
-3-
Any bank, federal savings association, national association or trust company into
which the Escrow Bank may be merged or with which it may be consolidated shall become the
Escrow Bank without any action of the Authority.
The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or
the Refunding Bonds with respect to the payment of debt service by the Authority or with
respect to the observance or performance by the Authority of the other conditions, covenants
and terms contained in the Prior Fiscal Agent Agreement or the 2012 Agreement (collectively,
the "Bond Agreements"), or with respect to the investment of any moneys in any fund or
account established, held or maintained by the Authority pursuant to the Bond Agreements.
The Escrow Bank may conclusively rely, as to the trust of the statements and
correctness of the opinions expressed therein, on any certificate or opinion furnished to it in
accordance with this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank may
consult with counsel, whose opinion shall be full and complete authorization and protection to
the Escrow Bank if it acts in accordance with such opinion.
The Escrow Bank shall not be liable for any error of judgment made in good faith by an
authorized officer.
Nothing herein should be interpreted to require the Escrow Bank to expend, advance or
risk its own funds or otherwise incur financial liability in the performance of any of its duties
or the exercise of any of its rights hereunder, if it believes that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured.
Any corporation or association succeeding to all or substantially all of the corporate
trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder,
without the execution or filing of any paper or any further act on the part of the any of the
parties hereto.
The Escrow Bank shall not have any liability hereunder except to the extent of its own
negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special
indirect or consequential damages.
The Escrow Bank shall not be responsible for any of the recitals or representations
contained herein.
The Escrow Agent may execute any of the trusts or powers under this Agreement or
perform any duties under this Agreement either directly or by or through agents, attomeys,
custodians or nominees, and shall not be responsible for any willful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed with due care.
The Escrow Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that, the Escrow Agent shall have received an
incumbency certificate listing persons designated to give such instructions or directions and
containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such
instructions, the Escrow Agent's reasonable understanding of such instructions shall be
deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
-4-
written instruction. The Authority agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Escrow Agent, including
without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the
risk of interception and misuse by third parties.
Section 9. Resignation of Escrow Bank. The Escrow Bank may at any time resign by
giving written notice to the Authority, which notice shall indicate the date on which the
resignation is to be effective (the "resignation date"). The Authority shall promptly appoint a
successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be
effective only upon acceptance of appointment by a successor Escrow Bank. If the Authority
does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at
the expense of the Authority, petition any court of competent jurisdiction for the appointment
of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may
deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank.
Section 10. Amendment. This Agreement may be amended or modified by the parties
hereto, but only if there shall have been filed with the Authority and the Escrow Bank (a) a
written opinion of Bond Counsel stating that such amendment will not materially adversely
affect the interests of the owners of the Prior Bonds, and that such amendment will not cause
interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of
the owners thereof for federal income tax purposes, and (b) a certification of Bond Counsel or
an independent certified public accountant that the funds on deposit in the Refunding Fund
will be in an amount at all times at least sufficient to make the payments specified in the first
sentence of Section 3 hereof.
Section 11. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Prior Bonds which remains
unclaimed for two (2) years after the date when the payment of such principal, interest and
premium have become payable, if such moneys were held by the Escrow Bank at such date,
shall be repaid by the Escrow Bank to the Authority as its absolute property free from any
trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto
and the owners of such Prior Bonds shall look only to the Authority for the payment of the
principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior
Bondowner to look to the Authority for such payment shall survive only so long as required
under applicable law.
Section 12. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.
Section 13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and
performed in California.
-5-
IN WITNESS WHEREOF, the Authority and the Escrow Bank have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above
written.
20009.10411752
S-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-1 (CROWNE HILL)
By
Bob Johnson,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
By
Vice President
Payment
Date
September 1, 2012
EXHIBIT A
SCHEDULE OF PAYMENTS ON PRIOR BONDS
interest
Scheduled Called
Principal Principal Premium Total Due
Exhibit A
Escrow Agreement for Wolf Creek
Quint di Thimmig LLP
5/25/12
6/6/12
6/20/12
6/28/12
ESCROW AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Commtmity Facilities District No. 03-03
(Wolf Creek)
2003 Special Tax Bonds
20009.11:311742
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
EXHIBIT A:
TABLE OF CONTENTS
Establishment of Refunding Fund 1
Deposit into Refunding Fund; Investment of Amounts 2
Instructions as to Application of Refunding Fund 2
Application of Proceeds from Prior Bond Funds 2
Application of Certain Terms of Prior Fiscal Agent Agreement 3
Proceedings for Redemption of Prior Bonds 3
Compensation to Escrow Bank 3
Liabilities and Obligations of Escrow Bank 3
Resignation of Escrow Bank 5
Amendment 5
Unclaimed Moneys 5
Execution in Counterparts 5
Applicable Law 5
SCHEDULE OF PAYMENTS ON PRIOR BONDS
-i-
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of August 1, 2012, is by
and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers
authority duly organized and existing under the laws of the State of California (the
"Authority"), for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) (the "District"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America, acting as successor Fiscal Agent for the Prior
Bonds hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the Board of Directors of the Authority has conducted proceedings under
and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, to form the
District, to authorize the levy of special taxes upon the land within the District, and to issue
bonds secured by said special taxes to finance certain facilities; and
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of December 1, 2003 (the
"Prior Fiscal Agent Agreement"), between the Authority and U.S. Bank National Association,
as fiscal agent (the "Fiscal Agent"), the Authority has issued its Temecula Public Financing
Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the
"Prior Bonds"); and
WHEREAS, the Authority has determined to issue, for and on behalf of the District,
pursuant to a Fiscal Agent Agreement, dated as of August 1, 2012 (the "2012 Agreement"),
between the Authority and U.S. Bank National Association, as fiscal agent, special tax
refunding bonds in the aggregate principal amount of $________ (the "Refunding Bonds")
at this time for the purposes of providing funds to currently refund and defease the Prior
Bonds; and
WHEREAS, the Authority and the Escrow Bank wish to enter into this Agreement for
the purpose of providing the terms and conditions relating to the deposit and application of
moneys to provide for the payment and redemption of the Prior Bonds in full, pursuant to and
in accordance with the provisions of Section 9.03(B) of the Prior Fiscal Agent Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Section 1. Establishment of Refunding Fund. There is hereby created an escrow fund
(the "Refunding Fund") to be held in trust by the Escrow Bank as an irrevocable escrow
securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall
administer the Refunding Fund as provided in this Agreement, All cash in the Refunding Fund
is hereby irrevocably pledged as a special fund for the payment of the principal of and interest
and premium, if any, on the Prior Bonds in accordance with the provisions of this Agreement
and the Prior Fiscal Agent Agreement.
If at any time the Escrow Bank shall receive actual knowledge that the cash in the
Refunding Fund will not be sufficient to make any payment required by Section 3 hereof, the
-1-
Escrow Bank shall notify the Authority of such fact and the Authority shall immediately cure
such deficiency from any source of funds legally available to the District. The Escrow Bank
shall have no obligation whatsoever to use its own funds to cure any such deficiency.
Section 2. Deposit into Refunding Fund: Investment of Amounts. Concurrent with
delivery of the Refunding Bonds, the Authority shall cause to be transferred to the Escrow
Bank for deposit into the Refunding Fund the amount of $_ in immediately
available funds, which shall be derived from (a) proceeds of sale of the Refunding Bonds in the
amount of $ , (b) as described in Section 4(a) below, the moneys on deposit in the
reserve fund established under the Prior Fiscal Agent Agreement (the "Reserve Fund") in the
amount of $ and (c) as described in Section 4(b) below, the moneys held in the
special tax fund established under the Prior Fiscal Agent Agreement (the "Special Tax Fund")
in the amount of $ . The Escrow Bank, in its capacity as Fiscal Agent for the Prior
Bonds, is hereby directed by the Authority to make the transfers of funds from the Reserve
Fund and the Special Tax Fund under the Prior Fiscal Agent Agreement to the Refunding Fund
as described in clauses (b) and (c) of the preceding sentence.
The moneys deposited into the Refunding Fund pursuant to the preceding paragraph
shall be held by the Escrow Bank in cash, uninvested. The funds deposited with and held by
the Escrow Bank in the Refunding Fund shall be used by the Escrow Bank solely for the uses
and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set off
against the funds at any time on deposit in the Refunding Fund.
Section 3. Instructions as to Application of Refunding Fund. The total amount held in
the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of
paying the principal of and interest, and premium, on the Prior Bonds in accordance with
Section 2.03(A)(i) of the Prior Fiscal Agent Agreement and the schedule set forth in Exhibit A
hereto. Following payment in full of the principal of and interest, and premium, on the Prior
Bonds, any remaining amount on deposit in the Refunding Fund shall be transferred by the
Escrow Bank on September 5, 2012 to U.S. Bank National Association in its capacity as fiscal
agent under the 2012 Agreement, for deposit in the Special Tax Fund established pursuant to
Section 4.06 of the 2012 Agreement.
The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent
Agreement, is hereby directed to apply the amounts in the Refunding Fund to the payment
and redemption of the Prior Bonds pursuant to the preceding paragraph.
Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow
Bank from the Authority of certain amounts on deposit in the funds and accounts established
under the Prior Fiscal Agent Agreement as of the date of delivery of the Refunding Bonds, such
amount received shall be applied by the Escrow Bank as follows:
(a) of amounts on deposit in the Reserve Fund established under the Prior
Fiscal Agent Agreement, $__� transferred by the Fiscal Agent to the Escrow
Bank shall be deposited by the Escrow Bank in the Refunding Fund; and
(b) of amounts on deposit in the Special Tax Fund established under the
Prior Fiscal Agent Agreement, $ _ transferred by the Fiscal Agent to the
Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund.
After making the foregoing deposits and transfers, any other amounts remaining on
deposit in or accruing to any funds and accounts established under the Prior Fiscal Agent
Agreement shall be disposed of as provided in the 2012 Agreement.
-2-
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the
terms of the Prior Fiscal Agent Agreement relating to the making of payments of the principal
of and interest on the Prior Bonds are incorporated in this Agreement as if set forth in full
herein.
Section 6. Proceedings for Redemption of Prior Bonds. The Authority hereby irrevocably
elects to redeem all of the outstanding Prior Bonds in full on September 1, 2012 pursuant to
the provisions of Sections 2.03(A)(i) of the Prior Fiscal Agent Agreement. It is hereby
acknowledged that the Escrow Bank has already provided notice of redemption (on behalf of
and at the direction and expense of the Authority) required under Sections 2.03(D) of the Prior
Fiscal Agent Agreement as necessary to comply with Section 9.03(B) of the Prior Fiscal Agent
Agreement and to so redeem the Prior Bonds on September 1, 2012.
Section 7. Compensation to Escrow Bank. The Authority shall pay the Escrow Bank,
promptly upon written request, full compensation for its duties under this Agreement,
including out-of-pocket costs such as publication costs, redemption expenses, legal fees
(including fees of outside counsel and the allocated costs of internal attorneys) and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in or credited
to the Refunding Fund be deemed to be available for said purposes. The obligation of the
Authority under this Section 7 to pay compensation already earned by the Escrow Bank and to
pay costs and expenses already incurred shall survive termination of this Agreement and shall
survive the resignation or removal of the Escrow Bank.
Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Agreement unless the Authority shall have deposited
sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully
protected in acting upon the written instructions of the Authority or its agents relating to any
matter or action as Escrow Bank under this Agreement.
The Authority covenants to indemnify, defend and hold harmless the Escrow Bank and
its officers, employees, directors and agents, solely from funds of the District, against any loss,
liability or expense, including legal fees (including the fees of outside counsel and internal
attorneys), incurred in connection with the performance of any of the duties of Escrow Bank
hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or
expense resulting from its negligence or willful misconduct.
The indemnity provided in this Section 8 shall survive the termination of this
Agreement and shall survive the resignation or removal of the Escrow Bank.
The Escrow Bank shall have such duties as are expressly set forth herein and no implied
duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not
be liable for any act or omission of the Authority under this Agreement or the Prior Fiscal
Agent Agreement.
The Escrow Bank shall not be liable for the accuracy of any calculations provided as to
the sufficiency of moneys deposited with it to pay the principal of and interest and premium
on the Prior Bonds.
Any bank, federal savings association, national association or trust company into
which the Escrow Bank may be merged or with which it may be consolidated shall become the
Escrow Bank without any action of the Authority.
-3-
The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or
the Refunding Bonds with respect to the payment of debt service by the Authority or with
respect to the observance or performance by the Authority of the other conditions, covenants
and terms contained in the Prior Fiscal Agent Agreement or the 2012 Agreement (collectively,
the "Bond Agreements"), or with respect to the investment of any moneys in any fund or
account established, held or maintained by the Authority pursuant to the Bond Agreements.
The Escrow Bank may conclusively rely, as to the trust of the statements and
correctness of the opinions expressed therein, on any certificate or opinion furnished to it in
accordance with this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank may
consult with counsel, whose opinion shall be full and complete authorization and protection to
the Escrow Bank if it acts in accordance with such opinion.
The Escrow Bank shall not be liable for any error of judgment made in good faith by an
authorized officer.
Nothing herein should be interpreted to require the Escrow Bank to expend, advance or
risk its own funds or otherwise incur financial liability in the performance of any of its duties
or the exercise of any of its rights hereunder, if it believes that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured.
Any corporation or association succeeding to all or substantially all of the corporate
trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder,
without the execution or filing of any paper or any further act on the part of the any of the
parties hereto.
The Escrow Bank shall not have any liability hereunder except to the extent of its own
negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special
indirect or consequential damages.
The Escrow Bank shall not be responsible for any of the recitals or representations
contained herein.
The Escrow Agent may execute any of the trusts or powers under this Agreement or
perform any duties under this Agreement either directly or by or through agents, attorneys,
custodians or nominees, and shall not be responsible for any wilful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed with due care.
The Escrow Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that, the Escrow Agent shall have received an
incumbency certificate listing persons designated to give such instructions or directions and
containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such
instructions, the Escrow Agent's reasonable understanding of such instructions shall be
deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The Authority agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Escrow Agent, including
without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the
risk of interception and misuse by third parties.
-4-
Section 9. Resignation of Escrow Bank. The Escrow Bank may at any time resign by
giving written notice to the Authority, which notice shall indicate the date on which the
resignation is to be effective (the "resignation date"). The Authority shall promptly appoint a
successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be
effective only upon acceptance of appointment by a successor Escrow Bank. If the Authority
does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at
the expense of the Authority, petition any court of competent jurisdiction for the appointment
of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may
deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank.
Section 10. Amendment. This Agreement may be amended or modified by the parties
hereto, but only if there shall have been filed with the Authority and the Escrow Bank (a) a
written opinion of Bond Counsel stating that such amendment will not materially adversely
affect the interests of the owners of the Prior Bonds, and that such amendment will not cause
interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of
the owners thereof for federal income tax purposes, and (b) a certification of Bond Counsel or
an independent certified public accountant that the funds on deposit in the Refunding Fund
will be in an amount at all times at least sufficient to make the payments specified in the first
sentence of Section 3 hereof.
Section 11. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Prior Bonds which remains
unclaimed for two (2) years after the date when the payment of such principal, interest and
premium have become payable, if such moneys were held by the Escrow Bank at such date,
shall be repaid by the Escrow Bank to the Authority as its absolute property free from any
trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto
and the owners of such Prior Bonds shall look only to the Authority for the payment of the
principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior
Bondowner to look to the Authority for such payment shall survive only so long as required
under applicable law.
Section 12. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.
Section 13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and
performed in California.
-5-
IN WITNESS WHEREOF, the Authority and the Escrow Bank have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above
written.
20009.11:J11742
S-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-03 (WOLF CREEK)
By
Bob Johnson,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
By
Vice President
Payment
Date
September 1,2012
EXHIBIT A
SCHEDULE OF PAYMENTS ON PRIOR BONDS
Interest
Scheduled Called
Principal Principal Premium Total Due
Exhibit A
Escrow Agreement for Harveston 11
Quint & himmig LU'
5/29/12
6/6/12
6/20/12
6/28/12
ESCROW AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
dated as of August 1, 2012
relating to:
Temecula Public Financing Authority
Conintwuty Facilities District No. 03-06
(Harveston II)
Special Tax Bonds, Series 2004
20009.12:111748
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
EXHIBIT A:
TABLE OF CONTENTS
Establishment of Refunding Fund 1
Deposit into Refunding Fund; Investment of Amounts 2
Instructions as to Application of Refunding Fund 2
Application of Proceeds from Prior Bond Funds 2
Application of Certain Terms of Prior Fiscal Agent Agreement 3
Proceedings for Redemption of Prior Bonds 3
Compensation to Escrow Bank 3
Liabilities and Obligations of Escrow Bank 3
Resignation of Escrow Bank 5
Amendment 5
Unclaimed Moneys 5
Execution in Counterparts 5
Applicable Law 5
SCHEDULE OF PAYMENTS ON PRIOR BONDS
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of August 1, 2012, is by
and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers
authority duly organized and existing under the laws of the State of California (the
"Authority"), for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-06 (HARVESTON II) (the "District"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association organized and existing
under the laws of the United States of America, acting as successor Fiscal Agent for the Prior
Bonds hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank").
RECITALS:
WHEREAS, the Board of Directors of the Authority has conducted proceedings under
and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, to form the
District, to authorize the levy of special taxes upon the land within the District, and to issue
bonds secured by said special taxes to finance certain facilities; and
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of August 1, 2004 (the
"Prior Fiscal Agent Agreement"), between the Authority and U.S. Bank National Association,
as fiscal agent (the "Fiscal Agent"), the Authority has issued its Temecula Public Financing
Authority Community Facilities District No. 03-06 (Harveston II) Special Tax Bonds, Series
2004 (the "Prior Bonds"); and
WHEREAS, the Authority has determined to issue, for and on behalf of the District,
pursuant to a Fiscal Agent Agreement, dated as of August 1, 2012 (the "2012 Agreement"),
between the Authority and U.S. Bank National Association, as fiscal agent, special tax
refunding bonds in the aggregate principal amount of $ (the "Refunding Bonds")
at this time for the purposes of providing funds to currently refund and defease the Prior
Bonds; and
WHEREAS, the Authority and the Escrow Bank wish to enter into this Agreement for
the purpose of providing the terms and conditions relating to the deposit and application of
moneys to provide for the payment and redemption of the Prior Bonds in full, pursuant to and
in accordance with the provisions of Section 9.03(B) of the Prior Fiscal Agent Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the above premises and of the mutual
promises and covenants herein contained and for other valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
Section 1. Establishment of Refunding Fund. There is hereby created an escrow fund
(the "Refunding Fund") to be held in trust by the Escrow Bank as an irrevocable escrow
securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall
administer the Refunding Fund as provided in this Agreement. All cash in the Refunding Fund
is hereby irrevocably pledged as a special fund for the payment of the principal of and interest
and premium, if any, on the Prior Bonds in accordance with the provisions of this Agreement
and the Prior Fiscal Agent Agreement.
If at any time the Escrow Bank shall receive actual knowledge that the cash in the
Refunding Fund will not be sufficient to make any payment required by Section 3 hereof, the
-1-
Escrow Bank shall notify the Authority of such fact and the Authority shall immediately cure
such deficiency from any source of funds legally available to the District. The Escrow Bank
shall have no obligation whatsoever to use its own funds to cure any such deficiency.
Section 2. Deposit into Refunding Fund; investment of Amounts. Concurrent with
delivery of the Refunding Bonds, the Authority shall cause to be transferred to the Escrow
Bank for deposit into the Refunding Fund the amount of $ in immediately
available funds, which shall be derived from (a) proceeds of sale of the Refunding Bonds in the
amount of $ , (b) as described in Section 4(a) below, the moneys on deposit in the
reserve fund established under the Prior Fiscal Agent Agreement (the "Reserve Fund") in the
amount of $ _, and (c) as described in Section 4(b) below, the moneys held in the
special tax fund established under the Prior Fiscal Agent Agreement (the "Special Tax Fund")
in the amount of $ . The Escrow Bank, in its capacity as Fiscal Agent for the Prior
Bonds, is hereby directed by the Authority to make the transfers of funds from the Reserve
Fund and the Special Tax Fund under the Prior Fiscal Agent Agreement to the Refunding Fund
as described in clauses (b) and (c) of the preceding sentence.
The moneys deposited into the Refunding Fund pursuant to the preceding paragraph
shall be held by the Escrow Bank in cash, uninvested. The funds deposited with and held by
the Escrow Bank in the Refunding Fund shall be used by the Escrow Bank solely for the uses
and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set off
against the funds at any time on deposit in the Refunding Fund.
Section 3. Instructions as to Application of Refunding Fund. The total amount held in
the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of
paying the principal of and interest, and premium, on the Prior Bonds in accordance with
Section 2.03(A)(i) of the Prior Fiscal Agent Agreement and the schedule set forth in Exhibit A
hereto. Following payment in full of the principal of and interest, and premium, on the Prior
Bonds, any remaining amount on deposit in the Refunding Fund shall be transferred by the
Escrow Bank on September 5, 2012 to U.S. Bank National Association in its capacity as fiscal
agent under the 2012 Agreement, for deposit in the Special Tax Fund established pursuant to
Section 4.06 of the 2012 Agreement.
The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent
Agreement, is hereby directed to apply the amounts in the Refunding Fund to the payment
and redemption of the Prior Bonds pursuant to the preceding paragraph.
Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow
Bank from the Authority of certain amounts on deposit in the funds and accounts established
under the Prior Fiscal Agent Agreement as of the date of delivery of the Refunding Bonds, such
amount received shall be applied by the Escrow Bank as follows:
(a) of amounts on deposit in the Reserve Fund established under the Prior
Fiscal Agent Agreement, $ transferred by the Fiscal Agent to the Escrow
Bank shall be deposited by the Escrow Bank in the Refunding Fund; and
(b) of amounts on deposit in the Special Tax Fund established under the
Prior Fiscal Agent Agreement, $ transferred by the Fiscal Agent to the
Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund.
After making the foregoing deposits and transfers, any other amounts remaining on
deposit in or accruing to any funds and accounts established under the Prior Fiscal Agent
Agreement shall be disposed of as provided in the 2012 Agreement.
-2-
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the
terms of the Prior Fiscal Agent Agreement relating to the making of payments of the principal
of and interest on the Prior Bonds are incorporated in this Agreement as if set forth in full
herein.
Section 6. Proceedings for Redemption of Prior Bonds. The Authority hereby irrevocably
elects to redeem all of the outstanding Prior Bonds in full on September 1, 2012 pursuant to
the provisions of Sections 2.03(A)(i) of the Prior Fiscal Agent Agreement. It is hereby
acknowledged that the Escrow Bank has already provided notice of redemption (on behalf of
and at the direction and expense of the Authority) required under Sections 2.03(D) of the Prior
Fiscal Agent Agreement as necessary to comply with Section 9.03(B) of the Prior Fiscal Agent
Agreement and to so redeem the Prior Bonds on September 1, 2012.
Section 7. Compensation to Escrow Bank. The Authority shall pay the Escrow Bank,
promptly upon written request, full compensation for its duties under this Agreement,
including out-of-pocket costs such as publication costs, redemption expenses, legal fees
(including fees of outside counsel and the allocated costs of internal attorneys) and other costs
and expenses relating hereto. Under no circumstances shall amounts deposited in or credited
to the Refunding Fund be deemed to be available for said purposes. The obligation of the
Authority under this Section 7 to pay compensation already earned by the Escrow Bank and to
pay costs and expenses already incurred shall survive termination of this Agreement and shall
survive the resignation or removal of the Escrow Bank.
Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Agreement unless the Authority shall have deposited
sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully
protected in acting upon the written instructions of the Authority or its agents relating to any
matter or action as Escrow Bank under this Agreement.
The Authority covenants to indemnify, defend and hold harmless the Escrow Bank and
its officers, employees, directors and agents, solely from funds of the District, against any loss,
liability or expense, including legal fees (including the fees of outside counsel and internal
attorneys), incurred in connection with the performance of any of the duties of Escrow Bank
hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or
expense resulting from its negligence or willful misconduct.
The indemnity provided in this Section 8 shall survive the termination of this
Agreement and shall survive the resignation or removal of the Escrow Bank.
The Escrow Bank shall have such duties as are expressly set forth herein and no implied
duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not
be liable for any act or omission of the Authority under this Agreement or the Prior Fiscal
Agent Agreement.
The Escrow Bank shall not be liable for the accuracy of any calculations provided as to
the sufficiency of moneys deposited with it to pay the principal of and interest and premium
on the Prior Bonds.
Any bank, federal savings association, national association or trust company into
which the Escrow Bank may be merged or with which it may be consolidated shall become the
Escrow Bank without any action of the Authority.
-3-
The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or
the Refunding Bonds with respect to the payment of debt service by the Authority or with
respect to the observance or performance by the Authority of the other conditions, covenants
and terms contained in the Prior Fiscal Agent Agreement or the 2012 Agreement (collectively,
the "Bond Agreements"), or with respect to the investment of any moneys in any fund or
account established, held or maintained by the Authority pursuant to the Bond Agreements.
The Escrow Bank may conclusively rely, as to the trust of the statements and
correctness of the opinions expressed therein, on any certificate or opinion furnished to it in
accordance with this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank may
consult with counsel, whose opinion shall be full and complete authorization and protection to
the Escrow Bank if it acts in accordance with such opinion.
The Escrow Bank shall not be liable for any error of judgment made in good faith by an
authorized officer.
Nothing herein should be interpreted to require the Escrow Bank to expend, advance or
risk its own funds or otherwise incur financial liability in the performance of any of its duties
or the exercise of any of its rights hereunder, if it believes that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured.
Any corporation or association succeeding to all or substantially all of the corporate
trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder,
without the execution or filing of any paper or any further act on the part of the any of the
parties hereto.
The Escrow Bank shall not have any liability hereunder except to the extent of its own
negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special
indirect or consequential damages.
The Escrow Bank shall not be responsible for any of the recitals or representations
contained herein.
The Escrow Agent may execute any of the trusts or powers under this Agreement or
perform any duties under this Agreement either directly or by or through agents, attorneys,
custodians or nominees, and shall not be responsible for any willful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed with due care.
The Escrow Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods; provided, however, that, the Escrow Agent shall have received an
incumbency certificate listing persons designated to give such instructions or directions and
containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions
by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such
instructions, the Escrow Agent's reasonable understanding of such instructions shall be
deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The Authority agrees to assume all risks arising out of the use of such
electronic methods to submit instructions and directions to the Escrow Agent, including
without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the
risk of interception and misuse by third parties.
-4-
Section 9. Resignation of Escrow Bank. The Escrow Bank may at any time resign by
giving written notice to the Authority, which notice shall indicate the date on which the
resignation is to be effective (the "resignation date"). The Authority shall promptly appoint a
successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be
effective only upon acceptance of appointment by a successor Escrow Bank. If the Authority
does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at
the expense of the Authority, petition any court of competent jurisdiction for the appointment
of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may
deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank.
Section 10. Amendment. This Agreement may be amended or modified by the parties
hereto, but only if there shall have been filed with the Authority and the Escrow Bank (a) a
written opinion of Bond Counsel stating that such amendment will not materially adversely
affect the interests of the owners of the Prior Bonds, and that such amendment will not cause
interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of
the owners thereof for federal income tax purposes, and (b) a certification of Bond Counsel or
an independent certified public accountant that the funds on deposit in the Refunding Fund
will be in an amount at all times at least sufficient to make the payments specified in the first
sentence of Section 3 hereof.
Section 11. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge
of the principal of, and the interest and any premium on, the Prior Bonds which remains
unclaimed for two (2) years after the date when the payment of such principal, interest and
premium have become payable, if such moneys were held by the Escrow Bank at such date,
shall be repaid by the Escrow Bank to the Authority as its absolute property free from any
trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto
and the owners of such Prior Bonds shall look only to the Authority for the payment of the
principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior
Bondowner to look to the Authority for such payment shall survive only so long as required
under applicable law.
Section 12. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.
Section 13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and
performed in California.
-5-
IN WITNESS WHEREOF, the Authority and the Escrow Bank have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above
written.
20009.12:J11748
3-1
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-06 (HARVESTON II)
By
Bob Johnson,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
By
Vice President
EXHIBIT A
SCHEDULE OF PAYMENTS ON PRIOR BONDS
Payment
Date
September 1, 2012
Interest
Scheduled Called
Principal Principal Total Due
Exhibit A
Attachment No. 6
Preliminary Official Statements for Crowne Hill, Wolf
Creek, and Harveston II
GEORGE W. MCFARLIN
JAMES F. ANDERSON
LAW OFFICES OF
McFarlin & Anderson LLP
23282 MILL CREEK DRIVE
SUITE 240
LAGUNA HILLS, CALIFORNIA 92653
(949)452-0500
June 27, 2012
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
FAX (949) 452-0577
Re: Review of Preliminary Official Statements relating toSpecial Tax Refunding
Bonds for Temecula Public Financing Authority Community Facilities
District No. 03-01 (Crowne HilI), Community Facilities District No. 0303
(Wolf Creek) and Community Facilities District No. 0306 (Harveston 11)
Ladies and Gentlemen:
in connection with the Temecula Public Financing Authority financings for the above
captioned Community Facilities Districts, the Preliminary Official Statement and other documents will
be presented to the legislative body for approval. City staff, Disclosure Counsel, Bond Counsel, the
Financial Advisor and the Underwriter have reviewed the documents and provided their input and
comments in order that the documents comply with applicable securities laws requirements. The
Authority Board's approval is currently scheduled for consideration at the July 10, 2012, Board
meeting. Each Preliminary Official Statement discloses information with respect to among other
things (i) the estimated sources and uses of funds, (ii)the use of a portion of the proceeds to refund
outstanding bonds of the related District, (iii) the Bonds (interest rate, redemption terms, etc.), (iv) the
security for repayment of the Bonds (Special Taxes, foreclosure covenants, etc.), (v) information
regarding the applicable District (taxpayers, property ownership and development, assessed property
values, overlapping assessment and community facilities districts,etc.), (vi) Bondowners' risks and
(vii) various legal matters.
The securities laws require that (i) each Preliminary Official Statement not contain any
misleading information and (ii) not omit any material information. While it is important that the
Board have its staff and other consultants review and provide input regarding the Preliminary Official
Statements, the Preliminary Official Statements are the Authority's documents; and ultimate
responsibility for the Preliminaryand final Official Statements rests with the legislative body. While
staff, Disclosure Counsel and the consultants have discussed a range of topics relating to the
financings so that the securities laws requirements are met, there is the possibility that, as elected
officials, you might be aware of something or have a different perspective on something that should
be considered and disclosed in the Preliminary Official Statement
Some of the questions Board members and staff may ask, and may review the Preliminary
Official Statements to be sure each discloses information concerning answers to those questions,
include:
McFarlin & Anderson LLP
Temecula Public Financing Authority
June 27, 2012
Page 2 of 2
1. Is there information about a District, the special tax revenues or the development
within a District that would be important for an investor to know before purchasing
the applicable Bonds?
2. Is there any pending or threatened litigation against the Authority, the City or the
applicable District that could have a negative impact on the finances of any of them?
3. Are there any circumstances that exist or that are now unfolding that could place a
demand on the Authority's finances with respect to a District, or, for that matter even
though not security for the Bonds and not directly material to the repayment of the
Bonds, circumstances that could create budget difficulties for the Authority or the
City that are not described in a Preliminary Official Statement and that should be
discussed beforea Preliminary Official Statement is finalized?
Since you have a different perspective and knowledge base than members of the financing
team, it is important that you review each Preliminary Official Statement and that your input and
questions be considered in finalizing the documents. Staff and the financing team are available to
review and respond to questions and comments you may have with respect to information included in
these documents. Please review, in particular, the sections of each Preliminary Official Statement
captioned "PLAN OF FINANCE" and "THE COMMUNITY FACILITIES DISTRICT' with a view
as to whether all material information you are aware of is described accurately, whether anything you
think might be importanthas been omitted, or whether there are risks that might have been omitted.
If you have any questions or suggestions, please contact me at 949/452-0500, or you may call
Peter Thorson at 213/253-0216.
Sincerely,
James F. Anderson
cc: Genie Wilson, Chief Financial Officer
Mr. Peter Thorson, Esq, Richards, Watson & Gershon
Mr. Paul Thimmig, Esq., Quint & Thimmig LLP
g
I PRELIMINARY OFFICIAL STATEMENT DATED JULY 2012
c NEW ISSUE RATING S&P:
o
(See "RATING" herein.)
u
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications
4 described herein, under existing law, the interest on the 2012 Bonds is excludable from gross income of the owners thereof for federal income
tax purposes and is not included as an item offax preference in computing the federal alternative minimum fax for individuals and
7-0 • corporations under the Internal Revenue Code of 986, as amended, but is taken into account in computing an adjustment used in determining
w the federal alternative minimum fax for certain corporations. In the further opinion of Bond Counsel, such interest is exempt from
p co California personal income taxes. See "LEGAL MATTERS— Tax Exemption" herein.
.b $10,390,000'
=
TEMECULA PUBLIC FINANCING AUTHORITY
E 3 COMMUNITY FACILITIES DISTRICT NO. 03-01
Ts,
SPECIAL TAX REFUNDING BOCROWNE LNDS, SERIES 2012
cn c Dated: Date of Delivery Due: September 1, as on the inside cover
t A The Temecula Public Financing Authority Community Facilities District No. 03-01 (Crowne Hill) Special Tax Refunding Bonds,
:: Series 2012 (the "2012 Bonds") are being issued under the Mello-Roos Community Facilities Act of 1982, Article 11, commencing with
3'1 Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, and a Fiscal Agent Agreement, dated as
;~ 4iof July 1, 2003, by and between the Temecula Public Financing Authority (the "Authority") and U.S. Bank National Association, as Fiscal
73 Agent, as amended and supplemented by the First Supplemental Fiscal Agent Agreement, dated as of August 1, 2005, and by the Second
c 0 Supplemental Fiscal Agent Agreement dated as of August 1, 2012 (collectively, the "Fiscal Agent Agreement"), and are payable from
proceeds of Special Taxes (as defined herein) levied on property within the Temecula Public Financing Authority Community Facilities
b y District No. 03-01 (Crowne Hill) (the "District") according to the rate and method of apportionment of special tax approved by the
a = qualified electors of the District and by the Board of Directors of the Authority, acting as the legislative body of the District.
The 2012 Bonds are being issued (i) to fund, together with other available moneys, the defeasance and redemption of the
Temecula Public Financing Authority Community Facilities District No. 03-01 (Crowne Hill) Special Tax Bonds, Series 2003-A (the
LE "Prior Bonds"), (ii) to pay the costs of issuing the 2012 Bonds and (iii) to establish a Reserve Fund for the 2012 Bonds. See "PLAN OF
e I FINANCE" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.
g 43
Interest on the 2012 Bonds is payable on March 1, 2013, and semi-annually thereafter on March 1 and September 1. The 2012
o
o Bonds will be issued in denominations of $5,000 or integral multiples in excess thereof. The 2012 Bonds, when delivered, will be initially
c registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as
a a securities depository for the 2012 Bonds as described herein under "THE 2012 BONDS — Book-Entry and DTC."
E
i3 The 2012 Bonds are subject to optional redemption, mandato ryredemPtion from prepayments of Special Taxes and mandatory
0 .z
o g sinking payment redemption as described herein.
t 8 THE 2012 BONDS, THE INTEREST THEREON, AND ANY PREMIUM PAYABLE ON THE REDEMPTION OF
▪ § ANY OF THE 2012 BONDS, ARE NOT AN INDEBTEDNESS OF THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT
y SET FORTH IN THE FISCAL AGENT AGREEMENT), THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF ITS
g e POLITICAL SUBDIVISIONS, AND NEITHER THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT SET FORTH IN
,a ° THE FISCAL AGENT AGREEMENT), THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE FOR THE
2012 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE DISTRICT
>, (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCAL AGENT AGREEMENT) OR THE STATE OR ANY
i POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2012 BONDS. OTHER THAN THE
• p SPECIAL TAXES LEVIED WITHIN THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2012
a E BONDS. THE 2012 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY BUT ARE LIMITED
8 0OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN
cTHE FISCAL AGENT AGREEMENT.
This cover a contains certain In ormatlon orquick reference only.It is not a summaryofthe issue. Potential investors
�▪ `� P� l f l
co 2 must read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to
.E �, the 2012 Bonds. Investment in the 2012 Bonds involves risks which may not be appropriate for some investors. See "BONDOWNERS'
•h) o t RISKS" herein for a discussion of special risk factors that should be considered In evaluating the investment quality of the 2012 Bonds.
,�
1 b MATURITY SCHEDULE
i~ o (See Inside Cover)
^) Please refer to the inside cover page for a summary of the principal amounts, interest rates, reoffering yields and CUSIP®
o numbers for the 2012 Bonds.
The 2012 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by
Quint & Thimmig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. McFarlin & Anderson LLP,
Laguna Hills, California is acting as Disclosure Counsel. Certain legal matters will be passed on for the Authority and the District by
p 9, Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, acting as general counsel to the Authority, and for the
m Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, Califomia. It is anticipated that the 2012
.E g Bonds, in book-entry form, will be available through the facilities of DTC on or about August_, 2012.
. N STONE & YOUNGBERG
g o
y A DIVISION OF STIFELNICOLAUS
o
Preliminary, subject to change.
Dated: [July 1, 2012
MATURITY SCHEDULE
$10,390,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-01
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2012
$ Serial Bonds
Base CUSIP® No.
Maturity Principal Interest CUSIP® Maturity Principal Interest CUSIP®
(September 1) Amount Rate Price No. (September 1 Amount Rate Price Lk,
2013 $ % % 2020 $ % %
2014 2021
2015 2022
2016 2023
2017 2024
2018 2025
2019
$ % Terni Bonds due September 1, 20 Yield % CUSIPt No.
$_ % Term Bonds due September 1, 2033 Yield % CUSIPt No.
t
CUSIP® A registered trademark of the American Bankers Association. Copyright 0 1999-2012 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. The Authority, the District and the
Underwriter take no responsibility for the accuracy of such numbers.
Preliminary, subject to change.
TEMECULA PUBLIC FINANCING AUTHORITY
BOARD OF DIRECTORS
Charles W. Washington, Chairperson
Jeff Comerchero, Member
Maryann Edwards, Member
Michael S. Naggar, Member
Ron Roberts, Member
AUTHORITY/CITY STAFF
Bob Johnson, Executive Director and City Manager of the City of Temecula
Genie Wilson, Authority Treasurer and Chief Financial Officer of the City of Temecula
Susan Jones, A iithority Secretary and City Clerk of the City of Temecula
SPECIAL SERVICES
Bond Counsel
Quint & Thimmig LLP
San Francisco, California
Authority Counsel
Richards, Watson & Gershon
A Professional Corporation
Los Angeles, California
Disclosure Counsel
McFarlin & Anderson LLP
Laguna Hills, California
Special Tax Consultant
Willdan Financial Services
Temecula, California
Financial Advisor to the Authority
Fieldman, Rolapp & Associates
Irvine, California
Fiscal Agent and Escrow Agent
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 2012 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 2012 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
Authority, in any press release by the Authority and in any oral statement made with the approval of an authorized
officer of the Authority 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 Authority or any other entity described or referenced herein since the
date hereof. The Authority 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 Authority to
give any information or to make any representations in connection with the offer or sale of the 2012 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 Authority or the Underwriter. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy any 2012 Bonds nor shall there be any sale of the 2012 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 2012 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 2012 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 2012 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 2012 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES LAWS OF ANY STATE.
TABLE OF CONTENTS
INTRODUCTION 1
General 1
The Authority 1
The Community Facilities District 2
Purpose of the 2012 Bonds 2
Sources of Payment for the 2012 Bonds 2
Assessed Values 3
Tax Exemption 4
Risk Factors Associated with Purchasing
the 2012 Bonds 4
Forward Looking Statements 4
Professionals Involved in the Offering 4
Other Information 5
CONTINUING DISCLOSURE 5
PLAN OF FINANCE 6
ESTIMATED SOURCES AND USES OF
FUNDS 6
THE 2012 BONDS 6
Description of the 2012 Bonds 6
Debt Service Schedule 8
Terms of Redemption 9
Transfer and Exchange of Bonds 11
Book -Entry and DTC 12
SECURITY FOR THE 2012 BONDS 12
General 12
Special Taxes 12
Rate and Method 13
Special Taxes and the Teeter Plan 17
Proceeds of Foreclosure Sales 17
Special Tax Fund 18
Bond Fund 19
Reserve Fund 19
Administrative Expense Fund 20
Investment of Moneys in Funds 20
Additional Bonds for Refunding Purposes
Only 20
THE AUTHORITY 21
Authority for Issuance 21
THE COMMUNITY FACILITIES
DISTRICT 22
General 22
Special Tax Levy by Land Use Category 23
Special Tax Collections 24
Property Ownership 25
Estimated Assessed Values 25
Direct and Overlapping Debt 27
Overlapping Assessment and Community
Facilities Districts 30
Other Overlapping Direct Assessments 30
Estimated Value -to -Lien Ratios 30
BONDOWNERS' RISKS 34
Risks of Real Estate Secured Investments
Generally 34
Special Taxes Are Not Personal Obligations34
The 2012 Bonds Are Limited Obligations
of the Authority for the District 34
Property Values 34
Burden of Parity Liens, Taxes and Other
Special Assessments on the Taxable
Property 35
Economic Uncertainty 36
Disclosure to Future Purchasers 36
Hazardous Substances 36
State Budget 37
Levy and Collection of the Special Tax;
Insufficiency of the Special Tax 37
Exempt Properties 38
Depletion of Reserve Fund 38
Potential Delay and Limitations in
Foreclosure Proceedings 39
Bankruptcy and Foreclosure Delay 40
Payments by FDIC and Other Federal
Agencies 40
Payment of Special Tax Not a Personal
Obligation of the Property Owners 42
Factors Affecting Parcel Values and
Aggregate Value 42
No Acceleration Provisions 43
Collection of Special Tax 43
Right to Vote on Taxes Act 43
Ballot Initiatives and Legislative Measures44
Limited Secondary Market 44
Loss of Tax Exemption 45
IRS Audit of Tax -Exempt Bond Issues 45
Impact of Legislative Proposals,
Clarifications of the Code and Court
Decisions on Tax Exemption 45
Limitations on Remedies 45
LEGAL MATTERS 46
Legal Opinion 46
Tax Exemption 46
No Litigation 46
No General Obligation of the Authority or APPENDIX A — General Information About the
the District 46 City of Temecula A-1
RATING 47
UNDERWRITING 47
PROFESSIONAL FEES 47
MISCELLANEOUS 47
APPENDIX B — Rate and Method of
Apportionment of Special Tax Temecula Public
Financing Authority Community Facilities
District No. 03-01 (Crowne Hill) B-1
APPENDIX C — Summary of Certain
Provisions of the Fiscal Agent Agreement .. C-1
APPENDIX D — Form of Authority Continuing
Disclosure Agreement D-1
APPENDIX E — Form of Opinion of Bond
Counsel E-1
APPENDIX F — Book -Entry System F-1
APPENDIX G — Boundary Map of the
Community Facilities District G-1
REGIONAL LOCATION MAP
[Regional Map to be provided by Stone & Youngberg]
AERIAL MAP
[Aerial Map provided by
1
OFFICIAL STATEMENT
$10,390,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-01
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2012
INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and
guide to, and is qualified by, more complete and detailed information contained in the entire Official
Statement, including the cover page and appendices hereto, and the documents summarized or described
herein. A full review should be made of the entire Official Statement. The offering of the 2012 Bonds to
potential investors is made only by means of the entire Official Statement.
General
This Official Statement, including the cover page and appendices hereto, is provided to furnish
information regarding the issuance and sale by the Temecula Public Financing Authority (the
"Authority"), on behalf of the Temecula Public Financing Authority Community Facilities District No.
03-01 (Crowne Hill) (the "District" or the "Community Facilities District") of $10,390,000* aggregate
principal amount of the Temecula Public Financing Authority Community Facilities District No. 03-01
(Crowne Hill) Special Tax Refunding Bonds, Series 2012 (the "2012 Bonds").
The 2012 Bonds are issued pursuant to the Act (as defined below), Article 11, commencing with
Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law") and a Fiscal Agent Agreement, dated as of July 1, 2003, as amended and
supplemented by the First Supplemental Fiscal Agent Agreement, dated as of August 1, 2005, and by the
Second Supplemental Fiscal Agent Agreement dated as of August 1, 2012 (collectively, the "Fiscal Agent
Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank National
Association, as Fiscal Agent (the "Fiscal Agent"). See "THE AUTHORITY — Authority for Issuance"
herein. The 2012 Bonds are on a parity with the Authority's Community Facilities District No. 03-01
Special Tax Bonds, Series 2005-B (the "2005 Bonds"), issued in the aggregate principal amount of
$3,865,000, of which as of June 1, 2012, [$3,290,000] aggregate principal amount are outstanding. The
Authority estimates that in addition to $45,000 of 2005 Bonds which mature on September 1, 2012, the
Authority will redeem approximately [$745,000] of 2005 Bonds on September 1, 2012 with available
moneys. The Authority may issue additional bonds secured on a parity with the 2005 Bonds and the 2012
Bonds for refunding purposes only. The 2005 Bonds, 2012 Bonds and any parity bonds are referred to
herein as the "Bonds."
Capitalized terms used in this Official Statement and not otherwise defined herein have the
meanings given such terms in the Fiscal Agent Agreement, some of which are set forth in Appendix C
hereto "Summary of Certain Provisions of the Fiscal Agent Agreement."
The Authority
The Authority was formed on April 10, 2001, pursuant to a Joint Exercise of Powers Agreement
between the City of Temecula, California (the "City") and the Redevelopment Agency of the City of
Temecula, in accordance with Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the Government Code of the State of California. See "THE AUTHORITY" and
Preliminary, subject to change.
1
"THE COMMUNITY FACILITIES DISTRICT."
The Community Facilities District
The District was formed and established by the Board of Directors of the Authority on March 25,
2003, pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq.
of the California Government Code, and referred to herein as the "Act"), following a public hearing and a
landowner election at which the then qualified electors of the District, by more than a two-thirds vote,
authorized the District to incur bonded indebtedness in the aggregate not -to -exceed amount of
$25,000,000 and approved the levy of special taxes (the "Special Taxes") on certain real property located
in the District.
Once duly established, a community facilities district is a legally constituted governmental entity
established for the purpose of financing specific facilities and services within defined boundaries. Subject
to approval by a two-thirds vote of the qualified voters within a community facilities district and
compliance with the provisions of the Act, a community facilities district may issue bonds and may levy
and collect special taxes to repay such bonded indebtedness and interest thereon.
The District consists of land located in the easterly portion of the City of Temecula, in the south-
westerly portion of the County of Riverside (the "County"). The District is bounded generally on the
west by Butterfield Stage Road, on the north by Pauba Road and by Temecula Parkway on the south. The
property within the District is governed by the Butterfield Stage Ranch Specific Plan. 796 homes have
been constructed in the District.
The District is part of an approximately [1,045] residential unit master -planned community called
Crowne Hill. The District encompasses Phases 2, Phase 2B and Phase 3 of Crowne Hill, consisting of
796 completed homes of [approximately 1,045] completed homes within Crowne Hill. Included within
Crowne Hill (but not within the boundaries of the District) is an elementary school, two neighborhood
parks (approximately 3.5 acres and 5.2 acres, respectively), plus many other open space/greenbelt/slope
areas and five private homeowner parks Homes at the southerly end of the master -planned community
are occupied and are not part of the District.
Purpose of the 2012 Bonds
The 2012 Bonds are being issued (i) to fund, together with other available moneys, the
defeasance and redemption of the Temecula Public Financing Authority Community Facilities District
No. 03-01 (Crowne Hill) Special Tax Bonds, Series 2003-A (the "Prior Bonds"), (ii) to pay the costs of
issuing the 2012 Bonds and (iii) to establish a Reserve Fund for the 2012 Bonds. See "PLAN OF
FINANCE" herein.
Sources of Payment for the 2012 Bonds
The Bonds are secured by and payable from a first pledge of "Special Tax Revenues," defined in
the Fiscal Agent Agreement as the proceeds of the Special Taxes received by the Authority, including any
scheduled payments thereof and any prepayments thereof, interest thereon and proceeds of the redemption
or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien
and interest thereon. "Special Tax Revenues" do not include any penalties collected in connection with
delinquent Special Taxes which amounts may be forgiven or disposed of by the Authority in its
discretion, and if collected, will be used in a manner consistent with the Act. "Special Taxes" are defined
in the Fiscal Agent Agreement as the special taxes levied within the District pursuant to the Act, the
ordinance adopted by the legislative body of the District providing for the levy of the Special Taxes and
the Fiscal Agent Agreement. The Special Taxes will be levied in accordance with the Rate and Method of
2
Apportionment of Special Tax (the "Rate and Method") recorded as a lien on the Property pursuant to the
Notice of Special Tax Lien. Under the Fiscal Agent Agreement, Special Tax Revenues include amounts
levied to pay Administrative Expenses. In accordance with the Fiscal Agent Agreement, such amounts
will not be paid to the Fiscal Agent, but will be deposited in the Administrative Expense Fund held by the
Treasurer and such amounts are not pledged to the payment of the 2012 Bonds.
Pursuant to the Act, the Rate and Method, the Resolution of Formation (as defined herein) and the
Fiscal Agent Agreement, so long as any Bonds are outstanding, the Authority will annually levy the
Special Tax against the land within the District not exempt from Special Taxes under the Act and the Rate
and Method ("Taxable Property") in accordance with the proceedings for the authorization and issuance
of the Bonds and the Rate and Method, to make provision for the collection of the Special Tax in amounts
which will be sufficient to (a) (i) pay debt service due on all Bonds, for the calendar year that commences
in such Fiscal Year; (ii) pay Administrative Expenses; and (iii) pay any amounts required to replenish any
bond or interest reserve funds for any Outstanding Bonds; less (b) a credit for funds available to reduce
the annual Special Tax levy under the Fiscal Agent Agreement. See "SECURITY FOR THE 2012
BONDS — Special Taxes and the Teeter Plan" herein.
The Rate and Method establishes two zones within the District. The Rate and Method exempts
from the Special Tax up to 93.41 acres of Public Property and/or Property Owner's Association Property
within Zone 1 of the District and up to 30.43 acres of Public Property and/or Property Owner's
Association Property within Zone 2 of the District. In Fiscal Year 2012-13, there are approximately
[24.82] acres of exempt property in Zone 1 and an aggregate of approximately [ 12.6] acres
of exempt property in Zone 2. See "SECURITY FOR THE 2012 BONDS — Rate and Method" and
"BONDOWNERS' RISKS — Exempt Properties."
The Authority has also covenanted in the Fiscal Agent Agreement to cause foreclosure
proceedings to be commenced and prosecuted against certain parcels with delinquent installments of the
Special Tax. For a more detailed description of the foreclosure covenant, see "SECURITY FOR THE
2012 BONDS — Proceeds of Foreclosure Sales."
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN)
OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO
THE PAYMENT OF THE 2012 BONDS. OTHER THAN THE SPECIAL TAXES OF THE
DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2012 BONDS. THE 2012
BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE DISTRICT,
BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE
SOLELY FROM THE SOURCES PROVIDED IN THE FISCAL AGENT AGREEMENT.
Assessed Values
The gross assessed valuation of the taxable property in the District for Fiscal Year 2011-12 is
$[279,383,354], which is approximately (a) [20.42]' times the sum of the principal amount of the
2005 Bonds estimated to be outstanding as of June 1, 2012, and the 2012 Bonds and (b) [19.56]'
times the gross combined overlapping tax and assessment debt as set forth in Table 7. In addition as
indicated above, the Authority estimates that in addition to $45,000 of 2005 Bonds which mature on
September 1, 2012, the Authority will redeem approximately [$745,000] of 2005 Bonds on September 1,
2012 with available moneys. The gross assessed valuation of the taxable property in the District for
Fiscal Year 2011-12 of $[279,383,354], is approximately (a) [ ]' times the sum of the principal
'Preliminary, subject to change.
'Preliminary, subject to change.
3
amount of the 2005 Bonds estimated to be outstanding after the September 1, 2012, and the 2012 Bonds.
The gross assessed valuation may not be representative of the actual market value of property in the
District because Article XIIIA of the California Constitution limits any increase in assessed value to no
more than 2% a year unless a property is sold or transferred. See "THE COMMUNITY ITY FACILITIES
DISTRICT — Estimated Assessed Value -to -Lien Ratios" and `BONDOWNERS' RISKS — Land Values."
Tax Exemption
In the opinion of Bond Counsel, subject, however, to certain qualifications described herein,
under existing law, interest on the 2012 Bonds is excludable from gross income of the Bondowners
thereof for federal income tax purposes and is not included as an item of tax preference in computing the
federal alternative minimum tax for individuals 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 the further opinion of Bond Counsel, such interest is
exempt from California personal income taxes. Bond Counsel expresses no opinion regarding any other
tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the
2012 Bonds. See "LEGAL MATTERS — Tax Exemption" herein.
Risk Factors Associated with Purchasing the 2012 Bonds
Investment in the 2012 Bonds involves risks that may not be appropriate for some investors. See
the section of this Official Statement entitled "BONDOWNERS' RISKS" for a discussion of certain risk
factors which should be considered, in addition to the other matters set forth herein, in considering the
investment quality of the 2012 Bonds.
Forward Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements" within the meaning of the United States 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 generally
identifiable by the terminology used such as "plan," "expect," "estimate," "project," "budget" or similar
words. Such forward-looking statements include, but are not limited to certain statements contained in the
information under the caption "THE COMMUNITY FACILITIES DISTRICT" herein.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED
IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY NOR THE DISTRICT
PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING
STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.
Professionals Involved in the Offering
U.S. Bank National Association, Los Angeles, California, will serve as the fiscal agent, paying
agent, registrar and authentication and transfer agent for the 2012 Bonds, and will perform the other
functions required of it under the Fiscal Agent Agreement. Quint & Thimmig LLP, San Francisco,
California, is serving as Bond Counsel to the Authority. McFarlin & Anderson LLP, Laguna Hills,
California, is acting as Disclosure Counsel to the Authority. Stradling Yocca Carlson & Rauth, Newport
Beach, California, is acting as Underwriter's Counsel.
4
Bond Counsel and Disclosure Counsel have served and continue to serve as counsel to the
Underwriter in other transactions.
Willdan Financial Services, Temecula, California, acted as Special Tax Consultant for the
Authority. Fieldman, Rolapp and Associates, Irvine, California, acts as Financial Advisor to the
Authority.
Payment of the fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor,
the Fiscal Agent, the Underwriter and the Special Tax Consultant is contingent upon the sale and delivery
of the 2012 Bonds. Payment of the fees and expenses of the rating agency is not contingent upon the sale
and delivery of the 2012 Bonds.
Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject
to change. Brief descriptions of the 2012 Bonds, certain sections of the Fiscal Agent Agreement, security
for the 2012 Bonds, special risk factors, the Authority, the District and other information are included in
this Official Statement. Such descriptions and information do not purport to be comprehensive or
definitive. The descriptions herein of the 2012 Bonds, the Fiscal Agent Agreement, and other resolutions
and documents are qualified in their entirety by reference to the complete texts of the 2012 Bonds, the
Fiscal Agent Agreement, such resolutions and other documents. All such descriptions are further qualified
in their entirety by reference to laws and to principles of equity relating to or affecting generally the
enforcement of creditors' rights. Copies of such documents may be obtained upon written request from
the Temecula Public Financing Authority, 41000 Main Street, Temecula, California 92590 Attention:
Treasurer. The Authority may charge for copying and mailing any documents requested.
CONTINUING DISCLOSURE
The Authority. The Authority has covenanted for the benefit of the owners of the 2012 Bonds to
provide annually certain financial information and operating data relating to the 2012 Bonds, the District,
ownership and development of the property in the District which is subject to the Special Tax, the
occurrence of delinquencies in payment of the Special Tax, and the status of foreclosure proceedings, if
any, respecting Special Tax delinquencies (the "Authority Annual Report"), and to provide notice of the
occurrence of certain enumerated events. The Authority Annual Report is to be provided by the Authority
not later than eight months after the end of the Authority's fiscal year (which currently would be
March 1), commencing with the report due March 1, 2013. The Authority, the City and related entities
have never failed to comply in all material respects with any previous undertakings with regard to
Securities and Exchange Commission Rule 15c2 -12(b)(5) (the "Rule") to provide annual reports or
notices of material events. [Confirm; discuss documentation of review of timing and content of filings for
all City, RDA and Authority financings.]
Filing of Annual Reports; Forms of Reports. Each Authority Annual Report will be filed by the
Special Tax Consultant, as dissemination agent for the Authority with the Electronic Municipal Market
Access System (EMMA) of the Municipal Securities Rulemaking Board. These covenants have been
made in order to assist the Underwriter in complying with the Rule; provided, however, a default under
the Authority Continuing Disclosure Agreement will not, in itself, constitute a default under the Fiscal
Agent Agreement, and the sole remedy under the Authority Continuing Disclosure Agreement in the
event of any failure of the Authority to comply with the Authority Continuing Disclosure Agreement will
be an action to compel performance. For a complete listing of items of information which will be
provided in the Authority Annual Reports, see APPENDIX D — "Form of Authority Continuing
5
Disclosure Agreement."
PLAN OF FINANCE
Current Refunding of Prior Bonds. A portion of the proceeds of the 2012 Bonds will be
deposited into an escrow fund established under an escrow agreement, dated as of August 1, 2012 (the
"Escrow Agreement"), by and between the Authority and U.S. Bank National Association, as escrow
agent (the "Escrow Agent"). Amounts deposited under the Escrow Agreement will be held in cash
uninvested in an amount sufficient to pay on September 1, 2012, (i) the interest due on the Prior Bonds,
(ii) the principal of the Prior Bonds maturing on September 1, 2012, and (iii) the principal of the Prior
Bonds maturing on and after September 1, 2013, at a redemption price equal to 102% of the principal
amount of such Prior Bonds. As a result of the deposit and application of funds as provided for in the
Escrow Agreement, the obligation to make payments of the principal of and interest on the Prior Bonds
will be defeased as of the closing date.
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds from the sale of the 2012 Bonds will be deposited into the respective accounts and
funds established by the Authority under the Fiscal Agent Agreement, as follows:
Sources:
Principal Amount of 2012 Bonds $
Other Available Funds
Less: Underwriter's Discount
Total Sources $
Uses:
Deposit into Refunding Fund $
Deposit into Improvement Fund
Deposit into Reserve Fund
Deposit into Costs of Issuance Fund (1)
[Deposit into Special Tax Fund]
Deposit into Administrative Expense Fund
Total Uses $
(1) Includes, among other things, rating agency fees, the fees and expenses of Bond Counsel, Disclosure Counsel, the
Financial Advisor, the Special Tax Consultant and the Fiscal Agent, the escrow agent, the cost of printing the
Preliminary and final Official Statements and reimbursement to the Authority.
THE 2012 BONDS
Description of the 2012 Bonds
The 2012 Bonds will be dated their date of delivery and will bear interest at the rates per annum
set forth on the inside cover page hereof, payable semi-annually on each March 1 and September 1,
commencing on March 1, 2013 (each an "Interest Payment Date"), and will mature in the amounts and on
the dates set forth on the inside cover page hereof. The 2012 Bonds will be issued in fully registered form
in denominations of $5,000 each or any integral multiple thereof and when delivered, will be registered in
the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York.
DTC will act as securities depository for the 2012 Bonds. Ownership interests in the 2012 Bonds may be
purchased in book -entry form only, in denominations of $5,000 or any integral multiple thereof within a
6
single maturity. So long as the 2012 Bonds are held in book -entry form, principal of, premium, if any, and
interest on the 2012 Bonds will be paid directly to DTC for distribution to the beneficial owners of the
2012 Bonds in accordance with the procedures adopted by DTC. See "THE 2012 BONDS — Book -Entry
and DTC." In the event that the 2012 Bonds are not registered in the name of Cede & Co., as nominee of
DTC or another eligible depository, both the principal and redemption price, including any premium, of
the 2012 Bonds shall be payable by check in lawful money of the United States of America upon
surrender of the 2012 Bonds at the principal office of the Fiscal Agent as specified in the Fiscal Agent
Agreement; and interest on the 2012 Bonds (including the final interest payment upon maturity or earlier
redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first-class
mail to the registered owner thereof at such registered owner's address as it appears on the Bond Register
maintained by the Fiscal Agent at the close of business on the fifteenth day of the month next preceding
the month of the applicable Interest Payment Date, whether or not such day is a Business Day (the
"Record Date"), or by wire transfer to an account within the United States made on such Interest Payment
Date upon written instructions of any Bondowner of $1,000,000 or more in aggregate principal amount of
2012 Bonds received before the applicable Record Date, which instructions shall continue in effect until
revoked in writing, or until such 2012 Bonds are transferred to a new Bondowner.
The registered owner of any 2012 Bond will be the person or persons in whose name or names a
2012 Bond is registered on the registration books kept for that purpose by the Fiscal Agent in accordance
with the terms of the Fiscal Agent Agreement (initially being DTC with respect to all of the 2012 Bonds).
So long as the 2012 Bonds are in book -entry only form, all references in this Official
Statement to the owners or holders of the 2012 Bonds mean DTC and not the Beneficial Owners.
The 2012 Bonds will bear interest at the rates set forth on the cover hereof payable on the Interest
Payment Dates in each year. Interest will be calculated on the basis of a 360 -day year comprised of
twelve 30 -day months. Each 2012 Bond shall bear interest from the Interest Payment Date next preceding
the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event
it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date (as defined above) preceding such
Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall
bear interest from the date of issuance of the 2012 Bonds; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest
Payment Date to which interest has previously been paid or made available for payment thereon.
The principal of, and interest and premium, if any, payable on the 2012 Bonds will be payable
when due, by wire transfer of the Fiscal Agent to DTC, which will in turn remit such principal, interest
and premium, if any, to its Participants (as described in APPENDIX F — "Book -Entry System"), which
Participants will in turn remit such principal, interest and premium, if any, to the Beneficial Owners (as
defined in APPENDIX F — "Book -Entry System") of the 2012 Bonds as described in APPENDIX F —
"Book -Entry System."
7
Debt Service Schedule
The following table presents the annual debt service on the 2012 Bonds (including sinking fund
redemptions), assuming that there are no optional redemptions or mandatory redemptions from
prepayments of Special Taxes.
Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Debt Service Schedule
2005 2012 2012 Aggregate
Year Ending Bonds Debt Bonds Bonds Debt
September 1 Servicer) Principal Interest Service
2013 $ $ $
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
(1)
$
Excludes $745,000 aggregate principal amount of 2005 Bonds, which the Authority estimates it will
redeem on September I, 2012 with available moneys and $45,000 of principal amount of 2005 Bonds
which matures on September 1, 2012.
8
Terms of Redemption
The 2012 Bonds are subject to redemption upon the circumstances, on the dates and at the prices
set forth as follows.
Optional Redemption. The 2012 Bonds [maturing on and after September 1, 20 ] are subject to
optional redemption prior to their stated maturity on any Interest Payment Date [occurring on or after
September 1, 20_,] as a whole or in part, among maturities so as to maintain substantially level debt
service on the Bonds and by lot within a maturity, at a redemption price (expressed as a percentage of the
principal amount of the 2012 Bonds to be redeemed), as set forth below, together with accrued interest
thereon to the date fixed for redemption:
[Discuss redemption terms:]
Redemption Date Redemption Price
[Any Interest Payment Date from March 1, 2013
to and including March 1,
September 1, 20_ and March 1, 20_
September 1, 20_ and March 1, 20_
September 1, 20_ and any Interest Payment
Date thereafter
Mandatory Sinking Payment Redemption. The 2012 Bonds maturing on September 1, 20_, are
subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1
thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed,
together with accrued interest to the date fixed for redemption, without premium, from sinking payments
as follows:
Redemption Date
(September 1)
20
20_ (maturity)
Sinking Payments
The 2012 Bonds maturing on September 1, 2033, are subject to mandatory sinking payment
redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to
the date fixed for redemption, without premium, from sinking payments as follows:
9
Redemption Date
(September 1)
20
2033 (maturity)
Sinking Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain
the substantially level debt service on the 2012 Bonds as a result of any prior partial redemption of the
2012 Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as
specified in writing by the Treasurer to the Fiscal Agent.
Redemption from Special Tax Prepayments.* Special Tax Prepayments and any corresponding
transfers from the Reserve Fund shall be used to redeem the 2012 Bonds on the next Interest Payment
Date for which notice of redemption can timely be given, by lot and allocated among maturities of the
2012 Bonds so as to maintain substantially level debt service on the Bonds, at a redemption price
(expressed as a percentage of the principal amount of the 2012 Bonds to be redeemed), as set forth below,
together with accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
Any Interest Payment Date from
March 1, 2013 to and including March 1, 2020 103%
September 1, 2020 and March 1, 2021 102
September 1, 2021 and March 1, 2022 101
September 1, 2022 and any Interest Payment Date thereafter 100
Purchase In Lieu of Redemption. In lieu of any redemption, moneys in the Bond Fund may be
used and withdrawn by the Fiscal Agent for purchase of Outstanding 2012 Bonds, upon the filing with the
Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when,
and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but
in no event may 2012 Bonds be purchased at a price in excess of the principal amount thereof, plus
interest accrued to the date of purchase and any premium which would otherwise be due if such 2012
Bonds were to be redeemed in accordance with the Fiscal Agent Agreement.
Notice of Redemption. The Fiscal Agent shall cause notice of any redemption to be mailed by
first-class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the
date fixed for redemption, to the Securities Depositories, to one or more Information Services, and to the
respective registered Bondowners of any 2012 Bonds designated for redemption, at their addresses
appearing on the bond registration books in the principal office of the Fiscal Agent; but such mailing shall
not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any
defect therein, shall not affect the validity of the proceedings for the redemption of the 2012 Bonds.
' Preliminary, subject to change.
10
Such notice shall state the redemption date and the redemption price and, if less than all of the
then Outstanding 2012 Bonds are to be called for redemption, shall designate the CUSIP® numbers and
Bond numbers of the 2012 Bonds to be redeemed by giving the individual CUSIP® number and Bond
number of each 2012 Bond to be redeemed or shall state that all 2012 Bonds between two stated Bond
numbers, both inclusive, are to be redeemed or that all of the 2012 Bonds of one or more maturities have
been called for redemption, shall state as to any 2012 Bond called in part the principal amount thereof to
be redeemed, and shall require that such 2012 Bonds be then surrendered at the principal office of the
Fiscal Agent for redemption at the said redemption price, and shall state that further interest on the 2012
Bonds called for redemption will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any optional redemption of the 2012 Bonds or any
redemption of 2012 Bonds from special tax prepayments, the notice of redemption may state that the
redemption is conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the 2012
Bonds on the anticipated redemption date, and that the redemption shall not occur if by no later than the
scheduled redemption date sufficient moneys to redeem the 2012 Bonds have not been deposited with the
Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient funds by the scheduled
redemption date to so redeem the 2012 Bonds to be redeemed, the Fiscal Agent shall send written notice
to the owners of the 2012 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 2012 Bonds for which
notice of redemption was given shall remain Outstanding for all purposes of the Fiscal Agent Agreement.
Partial Redemption. Whenever provision is made in the Fiscal Agent Agreement for the
redemption of less than all of the Bonds or any given portion thereof, the Fiscal Agent shall select the
Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption,
among maturities as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so as to
maintain, as much as practicable, the same debt service profile for the Bonds as in effect prior to such
redemption unless otherwise specified in the Fiscal Agent Agreement), and by lot within a maturity in any
manner which the Fiscal Agent deems appropriate.
Upon surrender of 2012 Bonds redeemed in part only, the Authority shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Bondowner, at the expense of the Authority, a new
2012 Bond or 2012 Bonds, of the same maturity, of authorized denominations in aggregate principal
amount equal to the unredeemed portion of the 2012 Bond or 2012 Bonds.
Effect of Redemption. From and after the date fixed for redemption, if funds available for the
payment of the principal of, and interest and any premium on, the 2012 Bonds so called for redemption
shall have been deposited in the Bond Fund, such 2012 Bonds so called shall cease to be entitled to any
benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price,
and no interest shall accrue thereon on or after the redemption date for such 2012 Bonds.
Transfer and Exchange of Bonds
Any 2012 Bond may, in accordance with the terms of the Fiscal Agent Agreement, be transferred
upon the books required to be kept pursuant to the Fiscal Agent Agreement by the person in whose name
it is registered, in person or by his duly authorized attorney, upon surrender of such 2012 Bond for
cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the
Fiscal Agent. 2012 Bonds may be exchanged at the principal office of the Fiscal Agent for a like
aggregate principal amount of 2012 Bonds of authorized denominations and of the same series and
maturity. The Fiscal Agent shall collect from the Bondowner requesting such exchange any tax or other
governmental charge required to be paid with respect to such transfer or exchange.
11
No transfer or exchange shall be required to be made of any 2012 Bonds (i) fifteen days prior to
the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond
after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding
Interest Payment Date.
Book -Entry and DTC
DTC will act as securities depository for the 2012 Bonds. The 2012 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 2012 Bond
certificate will be issued for each maturity of the 2012 Bonds, each in the aggregate principal amount of
such maturity, and will be deposited with DTC. All references in this Official Statement to the
Bondowners or an owner of 2012 Bonds shall mean DTC or its designee and not the beneficial owners of
the 2012 Bonds. See APPENDIX F — "Book -Entry System."
SECURITY FOR THE 2012 BONDS
General
The 2012 Bonds are secured by a first pledge of all of the Special Tax Revenues and all moneys
deposited in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent
Agreement, in the Special Tax Fund. Pursuant to the Act and the Fiscal Agent Agreement, and subject to
the Maximum Special Taxes that may be levied in any Fiscal Year under the Rate and Method and the
Act, the Authority will annually levy in each Fiscal Year the Special Taxes in an amount required for the
payment of principal of and interest on any outstanding 2012 Bonds becoming due and payable during the
calendar year commencing in each Fiscal Year, including any necessary replenishment or expenditure of
the Reserve Fund for the 2012 Bonds and an amount estimated to be sufficient to pay the Administrative
Expenses during such year. The Special Tax Revenues and all deposits into said funds (until disbursed as
provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and
any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the
Bonds have been paid and retired or until moneys or Federal Securities (as defined in the Fiscal Agent
Agreement) have been set aside irrevocably for that purpose.
Amounts in the Administrative Expense Fund, the Improvement Fund, and the Cost of Issuance
Fund are not pledged to the repayment of the 2012 Bonds. The facilities financed with proceeds of the
Prior Bonds or the 2005 Bonds are not in any way pledged to pay the debt service on the 2012 Bonds.
Any proceeds of condemnation or destruction of any portion of such facilities are not pledged to pay the
debt service on the 2012 Bonds and are free and clear of any lien or obligation imposed under the Fiscal
Agent Agreement.
Special Taxes
The Authority has covenanted in the Fiscal Agent Agreement to comply with all requirements of
the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the
enforcement of delinquent Special Taxes. The Fiscal Agent Agreement provides that the Special Taxes
are payable and will be collected in the same manner and at the same time and in the same installment as
the general taxes on real property, and will have the same priority, become delinquent at the same times
and in the same proportionate amounts and bear the same proportionate penalties and interest after
12
delinquency as do the general taxes on real property; provided, the Authority may provide for direct
collection of the Special Taxes from property owners in certain circumstances.
Because the Special Tax levy is limited to the maximum Special Tax rates set forth in the
Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the
receipts of Special Taxes will, in fact, be collected in sufficient amounts in any given year to pay
debt service on the 2012 Bonds.
Although the Special Tax, when levied, will constitute a lien on parcels subject to taxation within
the District, it does not constitute a personal indebtedness of the owners of property within the District.
There is no assurance that the owners of real property in the District will be financially able to pay the
annual Special Tax or that they will pay such tax even if financially able to do so. See "BONDOWNERS'
RISKS" herein.
NEITHER THE FAITH AND CREDIT OF THE AUTHORITY NOR THE TAXING
POWER OF THF, AUTHORITY (EXCEPT TO THE LIMITED EXTENT DESCRIBED
HEREIN) OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS
PLEDGED TO THE PAYMENT OF THE 2012 BONDS. OTHER THAN THE SPECIAL TAXES
OF THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2012 BONDS.
THE 2012 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY, BUT ARE
LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY
FROM SOURCES PLEDGED IN THE FISCAL AGENT AGREEMENT.
Rate and Method
General. The Special Tax is levied and collected according to the Rate and Method set forth in
APPENDIX B — "Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne
I -fill) Rate and Method of Apportionment of Special Tax." The qualified electors of the District approved
the Rate and Method on March 25, 2003. Capitalized terms used in the following paragraphs but not
defined herein have the meanings given them in the Rate and Method.
The Rate and Method provides the means by which the Board of Directors of the Authority may
annually levy the Special Taxes within the District up to the Maximum Special Tax. The Rate and
Method provides that the Annual Special Tax may not be levied after Fiscal Year 2043-44.
Special Tax Requirement. Annually, at the time of levying the Special Tax for the District, the
Authority will determine the amount of money to be collected from Taxable Property in the District (the
"Special Tax Requirement"), which will be the amount required in any Fiscal Year to pay the following:
(i) the annual debt service on all outstanding Bonds due in the calendar year which
commences in such Fiscal Year;
(ii) periodic cost on the Bonds, including, but not limited to, credit enhancement and rebate
payments on the Bonds;
(iii) Administrative Expenses;
(iv) an amount equal to any anticipated shortfall due to Special Tax delinquency in the prior
Fiscal Year; and
13
(v) any amount required to establish or replenish any reserve funds for the outstanding
Bonds; less
(vi) a credit for funds available to reduce the annual Special Tax levy as determined pursuant
to the Fiscal Agent Agreement.
Developed and Undeveloped Property; Exempt Property. The Rate and Method declares that for
each Fiscal Year, all Parcels of Taxable Property within the District of each Zone shall be classified as
either Developed Property, Approved Property, Undeveloped Property, Public Property and/or Property
Owner's Association Property that is not Exempt Property and shall be subject to the levy of Special
Taxes in accordance with the Rate and Method.
(i) "Taxable Property" means all Parcels in the District which have not prepaid their
respective Special Taxes in their entirety pursuant to the Rate and Method, or are not exempt from the
Special Tax pursuant to law or the Rate and Method.
(ii) "Developed Property" means all Parcels of Taxable Property, not classified as Approved
Property, Undeveloped Property, Public Property and/or Property Owner's Association Property that are
not Exempt Property pursuant to the provisions of the Rate and Method, (i) that are included in a Final
Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is
being levied and (ii) a building permit for new construction has been issued prior to April 1st preceding
the Fiscal Year in which the Special Tax is being levied.
(iii) "Approved Property" means for the any Fiscal Year, all Parcels of Taxable Property: (i)
that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in
which the Special Tax is being levied, and (ii) for which a building permit was not issued prior to the
April 1st preceding the Fiscal Year in which the Special Tax is being levied.
(iv) "Public Property" means any property within the boundary of the District which, as of
January 1st of the preceding Fiscal Year for which the Special Tax is being levied is used for rights-of-
way or any other purpose and is owned by, dedicated to, or irrevocably offered for dedication to the
federal government, the State of California, the County, City or any other local jurisdiction, provided,
however, that any property leased by a public agency to a private entity and subject to taxation under
Section 53340.1 of the Act shall be taxed and classified according to its use.
(v) "Undeveloped Property" means all Taxable Property not classified as Developed
Property, Approved Property, Public Property and/or Property Owner Association Property that is not
Exempt Property (as defined in the Rate and Method).
(vi) "Zones" means Zone 1 or Zone 2 as geographically identified on the boundary map of the
District attached to the Rate and Method.
(vii) `Exemptions" is defined to include the following:
Zone 1. The Rate and Method provides that no Special Tax shall be levied on up to 93.41 acres
of Public Property and/or Property Owner Association Property within Zone 1 of the District. As of June
1, 2012, there are approximately 24.82 acres of Public Property and/or Property Owner Association
Property within Zone 1. The District Administrator will assign Exempt Property status in the
chronological order in which property becomes Public Property and/or Property Owner's Association
Property within Zone 1. After the limit of 93.41 acres within Zone 1 of the District has been reached, the
Maximum Special Tax obligation for any additional Public Property and/or Property Owner's Association
Property shall be prepaid in full pursuant to the Rate and Method, prior to the transfer or dedication of
14
such property. Until the Maximum Special Tax obligation is prepaid as provided in the preceding
sentence, the Public Property and/or Property Owner's Association Property within the District shall be
subject to the levy of the Special Tax as provided for in the Rate and Method.
Zone 2. The Rate and Method provides that no Special Tax shall be levied on up to 30.43 acres
of Public Property and/or Property Owner Association Property within Zone 2 of the District. As of June
1, 2012, there are approximately 12.60 acres of Public Property and/or Property Owner Association
Property within Zone 2. The District Administrator will assign Exempt Property status in the
chronological order in which property becomes Public Property and/or Property Owner's Association
Property within Zone 2. After the limit of 30.43 acres within Zone 2 of the District has been reached, the
Maximum Special Tax obligation for any additional Public Property and/or Property Owner's Association
Property shall be prepaid in full pursuant to the Rate and Method, prior to the transfer or dedication of
such property. Until the Maximum Special Tax obligation is prepaid as provided in the preceding
sentence, the Public Property and/or Property Owner's Association Property within the District shall be
subject to the levy of the Special Tax as provided for in the Rate and Method.
Maximum Special Tax. The Maximum Special Tax is defined in the Rate and Method as follows:
(i) Undeveloped Property and Approved Property:
Zone 1. The Maximum Special Tax for each Parcel of Undeveloped Property within Zone 1 shall
be $5,547 per acre. The Maximum Special Tax for each Parcel of Approved Property within Zone 1 shall
be the Backup Special Tax computed as described below.
Zone 2. The Maximum Special Tax for each Parcel of Undeveloped Property within Zone 2 shall
be $8,519 per acre. The Maximum Special Tax for each Parcel of Approved Property within Zone 2 shall
be the Backup Special Tax computed as described below.
(ii) Developed Property: The Maximum Special Tax for each Parcel of Residential Property
within its applicable Zone that is classified as Developed Property shall be the greater of (i) the applicable
Assigned Special Tax described in the Rate and Method, or (ii) the amount derived by application of the
Backup Special Tax. The Maximum Special Tax for each Parcel of Non -Residential Property shall be the
Assigned Special Tax described in the Rate and Method. The Assigned Annual Special Tax for
Developed Property ranges from $308 for a multifamily residential unit to $5,136 per residential unit in
Zone 1 and from $473 for a multifamily residential unit to $1,927 per residential unit in Zone 2. See
APPENDIX B — "Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne
Hill) Rate and Method of Apportionment of Special Tax — Table 1" and " — Table 2" herein for a listing
of the Assigned Annual Special Tax rates for various sizes of units in each Zone.
Zone 1 Backup Special Tax. The Backup Special Tax shall be $5,547 per acre for Parcels of
Residential Property that are included in a Final Map.
Zone 2 Backup Special Tax. The Backup Special Tax shall be $8,519 per acre for Parcels of
Residential Property that are included in a Final Map.
Notwithstanding the foregoing, if parcels of Residential Property are subsequently changed or
modified by recordation of a lot line adjustment or similar instrument, then the Backup Special Tax shall
be recalculated.
Method of Apportionment. The Rate and Method provides each Fiscal Year, the Authority shall
levy the Special Tax on all Taxable Property until the amount of Special Taxes equals the Special Tax
15
Requirement in accordance with the following steps:
First: The Special Tax shall be levied Proportionately on each Parcel of Developed Property at up
to 100% of the applicable Assigned Special Tax rate in Tables 1 or 2 of the Rate and Method as needed to
satisfy the Special Tax Requirement;
Second: If additional moneys are needed to satisfy the Special Tax Requirement after the first
step has been completed, the Special Tax shall be levied Proportionately on each Parcel of Approved
Property at up to 100% of the Maximum Special Tax for Approved Property;
Third: If additional moneys are needed to satisfy the Special Tax Requirement after the first two
steps have been completed, the Special Tax shall be levied Proportionately on each Parcel of
Undeveloped Property at up to 100% of the Maximum Special Tax for Undeveloped Property;
Fourth: If additional moneys are needed to satisfy the Special Tax Requirement after the first
three steps have been completed, the Special Tax to be levied on each Parcel of Developed Property
whose Maximum Special Tax is derived through the application of the Backup Special Tax shall be
increased Proportionately from the Assigned Special Tax up to the Maximum Special Tax for each such
Parcel; and
Fifth: If additional moneys are needed to satisfy the Special Tax Requirement after the first four
steps have been completed, then the Special Tax shall be levied Proportionately on each Parcel of Public
Property and/or Property Owner Association Property that is not Exempt Property at up to 100% pursuant
to the provisions of the Maximum Special Tax.
Notwithstanding the above, pursuant to Section 53321 of the Act as in effect at the time of
formation of the District, the Rate and Method states that under no circumstances will the Special Taxes
levied against any Parcel of Residential Property be increased by more than ten percent (10%) per Fiscal
Year as a consequence of delinquency or default by the owner of any other Parcel within the District. For
such purposes, Residential Property is a Parcel of Developed Property for which a building permit has
been issued for purpose of constructing one or more residential dwelling units. In Fiscal Year 2012-13,
Special Taxes will be levied at approximately [63.26%] of the Assigned Special Tax rate on Developed
Property.
Prepayment of Maximum Special Taxes. The Maximum Special Tax obligation for a Parcel of
Developed Property, Approved Property for which a building permit has been issued or Public Property
and/or Property Owner's Association Property that is not Exempt Property may in certain circumstances
be prepaid in whole or in part, provided that a prepayment may be made only if there are no delinquent
Special Taxes with respect to the Parcel at the time of prepayment. The Prepayment Amount for an
applicable Parcel after the issuance of 2012 Bonds is calculated based on Bond Redemption Amounts and
other costs, all as specified in APPENDIX B — "Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) Rate and Method of Apportionment of Special Tax — Section
H" herein. Any such prepayment will result in a redemption of Bonds prior to maturity. See "THE 2012
BONDS — Terms of Redemption."
I6
Special Taxes and the Teeter Plan
The County has adopted a Teeter Plan as provided for in Section 4701 et seq. of the California
Revenue and Taxation Code, under which a tax distribution procedure is implemented and secured roll
taxes are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the
basis of actual tax collections. By policy, the County does not include assessments, reassessments and
special taxes, including the Special Taxes of the District, in its Teeter program.
Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the
Special Tax, the Authority may order the institution of a Superior Court action to foreclose the lien
therefor within specified time limits. In such an action, the real property subject to the unpaid amount
may be sold at judicial foreclosure sale. Such judicial foreclosure action is not mandatory. Under the
Fiscal Agent Agreement, on or about February 15 and June 15 of each Fiscal Year, the Treasurer shall
compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax
Revenue theretofore received by the Authority, and:
Individual Delinquencies. If the Treasurer determines that any single parcel subject to the
Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount
of $2,500 or more, then the Treasurer will send or cause to be sent a notice of delinquency (and a
demand for immediate payment thereof) to the property owner within 45 days of such
determination, and (if the delinquency remains uncured) foreclosure proceedings will be
commenced by the Authority within 90 days of such determination. Notwithstanding the
foregoing, the Treasurer may defer such action if the amount in the Reserve Fund is at least equal
to the Reserve Requirement.
Aggregate Delinquencies. If the Treasurer determines that the total amount of delinquent
Special Tax for the prior Fiscal Year for the entire District (including total individual
delinquencies described above) exceeds 5% of the total Special Tax due and payable for the prior
Fiscal Year, the Treasurer shall notify or cause to be notified property owners who are then
delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency)
within 45 days of such determination, and the Authority will commence foreclosure proceedings
within 90 days of such determination against each parcel of land in the District with a Special Tax
delinquency.
It should be noted that any foreclosure proceedings commenced as described above could be
stayed by the commencement of bankruptcy proceedings by or against the owner of the delinquent
property. See "BONDOWNERS' RISKS — Bankruptcy and Foreclosure DeIay."
No assurances can be given that a judicial foreclosure action, once commenced, will be
completed or that it will be completed in a timely manner. See `BONDOWNERS' RISKS — Potential
Delay and Limitations in Foreclosure Proceedings." If a judgment of foreclosure and order of sale is
obtained, the judgment creditor (the Authority) must cause a Notice of Levy to be issued. Under current
law, a judgment debtor (property owner) has 120 days (or in certain limited cases a shorter period) from
the date of service of the Notice of Levy and 20 days from the subsequent notice of sale in which to
redeem the property to be sold. If a judgment debtor fails to so redeem and the property is sold, his only
remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a
result of such action, a foreclosure sale is set aside, the judgment is revived and the judgment creditor is
entitled to interest on the revived judgment as if the sale had not been made. The constitutionality of the
17
aforementioned legislation, which repeals the former one-year redemption period, has not been tested;
and there can be no assurance that, if tested, such legislation will be upheld. Any parcel subject to
foreclosure sale must be sold at the minimum bid price unless a lesser minimum bid price is authorized by
the owners of 75% of the principal amount of the Bonds Outstanding.
No assurances can be given that the real property subject to sale or foreclosure will be sold
or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment.
The Act does not require the Authority or the District to purchase or otherwise acquire any lot or
parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such
sale. The Act does specify that the Special Tax will have the same lien priority in the case of
delinquency as for ad valorem property taxes.
If the Reserve Fund is depleted and if delinquencies in the payment of Special Taxes exist, there
could be a default or delay in payments to the Bondowners of the 2012 Bonds pending prosecution of
foreclosure proceedings and receipt by the Authority of foreclosure sale proceeds, if any. However,
within the limits of the Rate and Method and the Act, the Authority may adjust the Special Taxes levied
on all property within the District in future Fiscal Years to provide an amount, taking into account such
delinquencies, required to pay debt service on the Bonds and to replenish the Reserve Fund. There is,
however, no assurance that the maximum Special Tax rates as permitted by the Rate and Method will be
at all times sufficient to pay the amounts required to be paid on the Bonds by the Fiscal Agent Agreement.
Special Tax Fund
Pursuant to the Fiscal Agent Agreement, except as described below, all Special Tax Revenues
received by the Authority will be deposited in the Special Tax Fund, which will be held by the Fiscal
Agent on behalf of the Authority. Moneys in the Special Tax Fund shall be held in trust by the Fiscal
Agent for the benefit of the Authority and the Bondowners. Pending disbursement, moneys in the Special
Tax Fund will be subject to a lien in favor of the Bondowners and the Authority established under the
Fiscal Agent Agreement.
Disbursements. Moneys in the Special Tax Fund will be disbursed as needed to pay the
obligations of the Authority as provided in the Fiscal Agent Agreement. The Authority shall promptly
remit any Special Tax Revenues received by it to the Fiscal Agent for deposit by the Fiscal Agent to the
Special Tax Fund, except that, (i) any Special Tax Revenues constituting payment of the portion of the
Special Tax levy for Administrative Expenses shall be deposited by the Treasurer in the Administrative
Expense Fund, (ii) any Special Tax Revenues constituting the collection of delinquencies in payment of
Special Taxes shall be separately identified by the Treasurer and shall be deposited by the Fiscal Agent
first, in the Bond Fund to the extent needed to pay any past due debt service on the Bonds; second, to the
Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the
then Reserve Requirement; and third, to the Special Tax Fund for transfer to the Bond Fund and the
Reserve Fund in accordance with the Fiscal Agent Agreement, and (iii) any proceeds of Special Tax
Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent
directly in the Special Tax Prepayments Account established in the Bond Fund.
On each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and
transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking
into account any amounts then on deposit in the Bond Fund and any expected transfers from the
Improvement Fund, the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund, such
that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any,
and interest due on the Bonds on such Interest Payment Date and (ii) to the Reserve Fund an amount,
18
taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve
Fund is equal to the Reserve Requirement.
Investment. Moneys in the Special Tax Fund will be invested and deposited as described in "—
Investment of Moneys in Funds" below and APPENDIX C — "Summary of Certain Provisions of the
Fiscal Agent Agreement." Interest earnings and profits resulting from such investment and deposit will be
retained in the Special Tax Fund to be used for the purposes of such Fund.
Bond Fund
The Fiscal Agent will hold the Bond Fund in trust for the benefit of the Bondowners. There is
created in the Bond Fund, as a separate account to be held by the Fiscal Agent, the Special Tax
Prepayments Account. Moneys in the Bond Fund and the accounts therein shall be disbursed for the
payment of the principal of, and interest and any premium on, the Bonds and for the other purposes as
provided below, and, pending such disbursement, shall be subject to a lien in favor of the owners of the
Bonds.
Special Tax Prepayments Account. Moneys in the Special Tax Prepayments Account shall be
transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of
Bonds can timely be given under the Fiscal Agent Agreement and shall be used (together with any
applicable amounts transferred from the Reserve Fund) to redeem Bonds on the applicable redemption
date.
Bond Fund. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund
and pay to the owners of the Bonds the principal, and interest and any premium, then due and payable on
the Bonds, including any amounts due on the Bonds by reason of the sinking payments or an optional
redemption of the Bonds. In the event that amounts in the Bond Fund are insufficient for the purposes set
forth in the preceding sentence, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of
any funds therein amounts to cover the amount of such Bond Fund insufficiency. If, after the foregoing
transfers, there are insufficient funds in the Bond Fund to make the payments described above, the Fiscal
Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of
principal due on the Bonds other than by reason of sinking payments, and then to the payment of principal
due on the Bonds by reason of sinking payments. Any sinking payment not made as scheduled shall be
added to the sinking payment to be made on the next sinking payment date.
Investment. Moneys in the Bond Fund and the Special Tax Prepayments Account shall be
invested and deposited in accordance with the provisions of the Fiscal Agent Agreement as described in
"Investment of Moneys in Funds" below. See APPENDIX C — "Summary of Certain Provisions of the
Fiscal Agent Agreement."
Reserve Fund
In order to further secure the payment of principal of and interest on the 2012 Bonds, certain
proceeds of the 2012 Bonds will be deposited into the Reserve Fund in an amount equal to the Reserve
Requirement (see "ESTIMATED SOURCES AND USES OF FUNDS" herein). Reserve Requirement is
defined in the Fiscal Agent Agreement to mean with respect to the 2012 Bonds an amount, as of any date
of calculation, equal to the least of (i) the then largest Annual Debt Service for any Bond Year after the
calculation is made through the final maturity date of any Outstanding Bonds, (ii) 125% of the then
average annual debt service on the Bonds, or (iii) 10% of the original principal amount of the 2012
Bonds. The moneys in the Reserve Fund will only be used for payment of principal of, interest and any
19
redemption premium on, the 2012 Bonds and at the direction of the Authority, for payment of rebate
obligations related to the 2012 Bonds.
If Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment,
funds in the Reserve Fund in the amount, if any, of any applicable "Reserve Fund Credit," as such term is
defined and otherwise determined in accordance with the Rate and Method shall be transferred on the
Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the
redemption of Bonds. The "Reserve Fund Credit" is calculated as the lesser of (a) the expected reduction
in the Reserve Requirement, if any, associated with the redemption of Bonds as a result of the
prepayment, or (b) the amount derived by subtracting the new reserve requirement in effect after the
redemption of Bonds as a result of the prepayment from the balance in the Reserve Fund on the
prepayment date, but in no event shall such amount be less than zero. The effect of the terms of the Rate
and Method is that such transfer shall be made only to the extent that the amount remaining on deposit in
the Reserve Fund is at least equal to the Reserve Requirement.
Moneys in the Reserve Fund will be invested as described in "Investment of Moneys in Funds"
below. See APPENDIX C — "Summary of Certain Provisions of the Fiscal Agent Agreement" for a
description of the timing, purpose and manner of disbursements from the Reserve Fund.
Administrative Expense Fund
There is established as a separate fund to be held by the Treasurer, the Administrative Expense
Fund to the credit of which deposits shall be made from the Special Tax Revenues as described above.
Amounts in the Administrative Expense Fund shall be withdrawn by the Treasurer and paid to the
Authority or its order upon receipt by the Treasurer of an Officer's Certificate stating the amount to be
withdrawn, that such amount is to be used to pay an Administrative Expense or a Costs of Issuance, and
the nature of such Administrative Expense or Costs of Issuance. Annually, on the last day of each Fiscal
Year, the Treasurer shall withdraw any amounts then remaining in the Administrative Expense Fund in
excess of $20,000 that have not otherwise been allocated to pay Administrative Expenses incurred but not
yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for
deposit by the Fiscal Agent in the Special Tax Fund. In accordance with the Fiscal Agent Agreement,
amounts deposited in the Administrative Expense Fund are held by the Treasurer and such amounts are
not pledged to the payment of the 2012 Bonds.
Investment of Moneys in Funds
Moneys in any fund or account created or established by the Fiscal Agent Agreement and held by
the Fiscal Agent will be invested by the Fiscal Agent in Permitted Investments, as directed by an
Authorized Officer, that mature prior to the date on which such moneys are required to be paid out under
the Fiscal Agent Agreement. In the absence of any direction from an Authorized Officer, the Fiscal Agent
will invest, to the extent reasonably practicable, any such moneys in money market funds rated in the
highest rating category by Moody's or S&P (including those for which the Fiscal Agent or its affiliates or
its subsidiaries provide investment, advisory or other services). See APPENDIX C — "Summary of
Certain Provisions of the Fiscal Agent Agreement" for a definition of "Permitted Investments."
Additional Bonds for Refunding Purposes Only
Bonds secured on a parity with the 2005 Bonds and the 2012 Bonds (each a series of "Additional
Bonds") may be issued for refunding purposes where the net proceeds are used to refund all or a portion
of the then outstanding Bonds, provided that the debt service on the Additional Bonds in any Bond Year
20
is not in excess of the debt service on the Bonds being refunded and the final maturity of the Additional
Bonds is not later than the final maturity of the Bonds being refunded.
See APPENDIX C —"Summary of Certain Provisions of the Fiscal Agent Agreement." The
Authority may issue bonds or other obligations for the District payable from Net Taxes which are
subordinate to the 2012 Bonds.
THE AUTHORITY
The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers
Agreement, dated April 10, 2001 (the "Joint Powers Agreement"), by and between the City and the
Redevelopment Agency of the City of Temecula. The Joint Powers Agreement was entered into pursuant
to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title
1 of the Government Code of the State of California. Pursuant to Health & Safety Code Section
34178(b)(3), the Joint Powers Agreement remains valid, notwithstanding legislation enacted in 2011
terminating all redevelopment agencies in California. The Authority was formed for the primary purpose
of assisting in the financing and refinancing of public capital improvements in the City.
The Authority is administered by a five -member Board of Directors, which currently consists of
the members of the City Council of the City. The Authority has no independent staff. The Executive
Director of the Authority is the City Manager of the City, and the Treasurer of the Authority is the City's
Chief Financial Officer. The Executive Director administers the day-to-day affairs of the Authority, and
the 'Treasurer has custody of all money of the Authority from whatever source.
Authority for Issuance
The 2012 Bonds are issued pursuant to the Act, the Refunding Law and the Fiscal Agent
Agreement. In addition, as required by the Act, the Board of Directors of the Authority has taken the
following actions with respect to establishing the District and authorizing issuance of the 2012 Bonds:
Resolutions of Intention: On January 28, 2003, the Board of Directors of the Authority adopted
Resolution No. TPFA 03-1 stating its intention to establish the District and to authorize the levy of a
special tax therein, and on the same day the Authority adopted Resolution No. TPFA 03-02 stating its
intention to incur bonded indebtedness in an amount not to exceed $25,000,000 within the District for the
purpose of financing the cost of certain public improvements (the "Facilities") and to eliminate an
existing special assessment lien (the "Prior Lien").
Resolution of Formation: Immediately following the conclusion of a noticed public hearing on
March 25, 2003, the Authority adopted Resolution No. TPFA 03-05 (the "Resolution of Formation"),
which established the District and authorized the levy of a special tax within the District.
Resolution of Necessity: On March 25, 2003, the Authority adopted Resolution No. TPFA 03-06
declaring the necessity to incur bonded indebtedness in an amount not to exceed $25,000,000 within the
District and submitting that proposition to the qualified electors of the District.
Resolution Calling Election: On March 25, 2003, the Authority adopted Resolution No. TPFA
03-07 calling an election by the landowners for the same date on the issues of the levy of the Special Tax,
the incurring of bonded indebtedness and the establishment of an appropriations limit.
Landowner Election and Declaration of Results: On March 25, 2003, an election was held within
the District in which the landowners eligible to vote, being the qualified electors within the District,
21
unanimously waived all time limits for holding the election and ballot arguments, and approved a ballot
proposition authorizing the issuance of up to $25,000,000 in bonds to finance the costs of the Facilities
and the costs of eliminating the Prior Lien, the levy of a special tax and the establishment of an
appropriations limit for the District. On March 25, 2003, the Authority adopted Resolution No. TPFA 03-
08, pursuant to which the Authority approved the canvass of the votes and declared the District to be fully
formed with the authority to levy the Special Taxes, to incur the bonded indebtedness and to have the
established appropriations limit. The landowner election was ratified at proceedings conducted on May
13, 2003.
Special Tax Lien and Levy: A Notice of Special Tax Lien was recorded in the real property
records of Riverside County on April 4, 2003, as Document No. 2003-238653. An Amended Notice of
Special Tax Lien was recorded in the real property records of Riverside County on May 19, 2003, as
Document No. 2003-358388.
Ordinance Levying Special Taxes: On April 8, 2003, the Authority adopted Ordinance No. TPFA
03-01 levying the Special Tax within the District.
Resolution Authorizing Issuance of the 2012 Bonds: On [July 10], 2012, the Authority adopted
Resolution No. TPFA approving issuance of the 2012 Bonds.
THE COMMUNITY FACILITIES DISTRICT
General
[CONFIRM/UPDATE] The District consists of land located in the easterly portion of the City of
Temecula, in the south-westerly portion of the County. The District is bounded generally on the west by
Butterfield Stage Road, on the north by Pauba Road and by Temecula Parkway on the south. The
property within the District is governed by the Butterfield Stage Ranch Specific Plan adopted by the
County in 1987. (The City was not incorporated at that time.) The District is part of an approximately
[1,045] residential unit master -planned community called Crowne Hill. Included within Crowne Hill (but
not within the boundaries of the District) is an elementary school, two neighborhood parks
(approximately 3.5 acres and 5.2 acres, respectively), plus many other open space/greenbelt/slope areas
and five private homeowner parks. Homes at the southerly end of Crowne Hill are occupied and are not
part of the District. 796 homes have been constructed in the District.
22
Special Tax Levy by Land Use Category
The following table shows the estimated Special Taxes for Fiscal Year 2012-13 by land use
category:
Table 2
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Estimated Fiscal Year 2012-13 Special Tax Levy by Land Use Category(1)
Estimated
Fiscal Year
Estimated Fiscal Year Estimated 2012/13
Land Use Residential Number of 2012/13 Fiscal Year 2012/13 Percent of
Classification Floor Area Parcels Special Tax Rate(» Lv.' Total
Zone 1
A -Residential 4,300 or more sq. ft. 28 $3,249.29/parcel $90,979.84 9.69%
3,700 or more, but less
B -Residential than 4,300 sq. ft. 85 $1,554.40/parcel 132,124.00 14.07
3,200 or more, but less
C -Residential than 3,700 sq. ft. 87 $1,428.52/parcel 124,281.24 13.23
2,900 or more, but less
D -Residential than 3,200 sq. ft. 117 $1,109.66/parcel 129,830.22 13.82
2,600 or more, but less
E -Residential than 2,900 sq. ft. 174 $1,008.44/parcel 175,468.56 18.68
2,300 or more, but less
F -Residential than 2,600 sq. ft. 64 $912.28/parcel 58,385.92 6.22
2,000 or more, but less
G -Residential than 2,300 sq. ft. 29 $902.78/parcel 26,180.62 2.79
H -Residential Less than 2,000 sq. ft. 0 $0.00/parcel 0 0.00
J -Multifamily
Residential N/A 0 $0.00/unit 0 0.00
J -Non -Residential
Property N/A 0 $0.00/acre 0 0.00
Zone 2
A -Residential 3,300 or more sq. ft. 16 $1,219.10/parcel 19,505.60 2.08
2,800 or more, but less
B -Residential than 3,300 sq. ft. 21 $1,153.94/parcel 24,232.74 2.58
2,500 or more, but less
C -Residential than 2,800 sq. ft. 16 $973.64/parcel 15,578.24 1.66
2,300 or more, but less
D -Residential than 2,500 sq. ft. 58 $951.50/parcel 55,187.00 5.88
2,100 or more, but less
E -Residential than 2,300 sq. ft. 43 $908.48/parcel 39,064.64 4.16
17 -Residential Less than 2,100 sq. ft. 58 $832.56/parcel 48,288.48 5.14
G -Multifamily
Residential N/A 0 $0.00 0 0.00
I -I -Non -Residential 0 $0.00 0 0.00
Totals 796 $939,107.10 100.00%
(I)Levied parcels are estimated to be levied at [63.26]% of their assigned special tax rate for Fiscal Year 2012/13. Zone
1 includes 24.82 acres(46 parcels) of exempt property. Zone 2 includes 1.60 acres (8 parcels) of exempt property.
'Preliminary, subject to change.
Source: Willdan Financial Services.
23
Special Tax Collections
[Review] The Special Tax on Developed Property authorized for the 2011-12 Fiscal Year in the
District was $1,094,803.86 which was levied against 796 parcels. Of those parcels, 21 had not paid either
or both installments of Special Taxes as of June 25, 2012. For the Fiscal Year 2011-12, no Special Taxes
were levied on Approved Property or Undeveloped Property. The Special Tax on Developed Property
authorized for the 2012-13 Fiscal Year in the District is estimated to be $[939,107.10] to be levied against
796 parcels.
Table 3 below sets forth the Special Tax collections for Fiscal Years 2006-07 through the second
installment of Fiscal Year 2011-12. Historically, no foreclosure actions have been commenced with
respect to parcels in the District. The Authority has been successful in collecting delinquent payments to
enable payment of debt service without a draw on the reserve fund.
Table 3
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Special Tax CollectionsWWW
(As of June 30 of the applicable Fiscal Year)
Subject Fiscal Year
June 25, 2012
Fiscal Year Fiscal Year
Ending Aggregate Parcels Parcels Amount
June 30 Special Tax Levied Delinquent Delinquent(2)
Fiscal Year
Delinquency
Rate
Remaining
Parcels
Delinquent
Remaining
Amount
Delinquent
Remaining
Delinquency
Rate
2007 $1,117,218.22 777 96 $115,011.06 10.29%
2008 1,118, 852.12 796 112 161, 810.12 14.46
2009 1,117,956.40 796 107 126,774.79 11.34
2010 1,118,599.24 796 76 83,789.08 7.49
2011 1,114,369.76 796 50 60,574.42 5.44
2012(3) 1,094,803.86 796 35 37,009.86 3.38
(1)
(2)
(3)
0 $0.00 0.00%
2 2,515.74 0.22
3 2,831.79 0.25
3 3,921.54 0.35
4 5,778.63 0.52
21 27,533.31 2.51
Delinquency information is provided to the Authority by the County of Riverside.
Fiscal year delinquency amounts are as of June 25, 2007, July 18, 2008, May 20, 2009, May 27, 2010, May 12, 2011 and May 17, 2012.
Information reflects second installment delinquency information from the County of Riverside.
Source: Willdan Financial Services.
24
Property Ownership
Based on the preliminary Fiscal Year [2012-13] Assessor's Roll, as of January 1, 2012, there
were approximately 796 homes in the District subject to the Special Tax. There have been no
prepayments of Special Taxes within the District.
Table 4
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Top Owners of Taxable Property and
Allocation of Fiscal Year 2011-12 Assessed Value
Based on Fiscal Year 2012-13 Special Tax Liability
Merchant Builder and/or
Property Owner Named)
Michael Lang
Hikmat Ghuloum
Hayat Haddad
James D. Salas
Alicia L. Kvitsonis
Richard M. Sipkoi & Catherina M. Sipkoi
Mark S. Clark & Juanette G Clark
Jeffrey E. Stone & Regina A. Stone
Sandor Lanni & Brenda Braun Lanni
Donald E. Mackellar & Tracy L. Mackellar
Subtotal
Individual Owners
Total
Fiscal Year
2012-13
Number
of
Parcels
2
4
3
1
1
1
1
1
1
1
16
780
796
Fiscal Year
2011-12
Assessed
Value
$1,790,000
1,307,000
1,049,000
982,000
952,000
940,000
929,000
894,000
856,000
754,000
$10,453,000
268,930,354
$279,383,354
Fiscal Year
2012-13
Total
Special Tax
Amount
$6,498.56
4,280.48
3,647.84
3,249.28
3,249.28
3,249.28
3,249.28
3,249.28
3,249.28
3,249.28
37,171.84
901,935.26
$939,107.10
(1) Ownership information is based on Riverside County's preliminary Fiscal Year 2012-13 secured tax roll.
(2) Totals may not add due to rounding.
Source: Willdan Financial Services.
Estimated Assessed Values
Percent Share
of Total
Special Taxes(2)
0,69%
0.46
0.39
0.35
0.35
0.35
0.35
0.35
0.35
0.35
3.96
96.04
100.00%
The assessed values, direct and overlapping debt and total tax burden on individual parcels varies
among parcels within the District. The value of individual parcels is significant because in the event of a
delinquency in the payment of Special Taxes, the Authority may foreclose only against delinquent parcels.
Based on the Fiscal Year 2011-12 assessed value of approximately $279,383,354 the parcels in the District
have an assessed value -to -lien ratio of approximately 19.56`:1 taking into account the other indebtedness
payable from taxes or special assessments allocable thereto, as set forth in Table 7. This gross assessed
valuation may not be representative of the actual market value of property in the District because
Article XIIIA of the California Constitution limits any increase in assessed value to no more than 2% a
year unless a property is sold or transferred. See "BONDOWNERS' RISKS — Land Values." As a
consequence, assessed values are typically less than actual market values unless the property has recently
changed ownership or has been reassessed.
The following table shows the historical assessed valuation for parcels taxed in the District for
25
Fiscal Year 2007-08 through 2011-12 and the historical number of parcels taxed in the District.
Table 5
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Historical Assessed Valuation
for Taxable Parcels
Assessed Value No. of
of Single Family Parcels
Fiscal Year Homes] (I) Taxed
2007.08(2) $410,839,059 796
2008-09(2) 378,053,683 796
2009-10t2j 282,865,528 796
2010-11 279,254,739 796
2011-12 279,383,354 796
Includes Assessed Values for parcels that were levied.
(2) According to the Riverside County Assessor's office, there were Proposition 8 property assessment reductions throughout
the County in Fiscal Years 2007-08, 2008-09 and 2009-10 as an economic adjustment due to a decline in market value thus
reducing the assessed values.
Source: Riverside County Secured Rolls, as compiled by California Municipal Statistics, Inc.
26
The following table shows the assessed value by land use category on which Special Taxes were
levied:
Land Use
Classification
Zone A
Table 6
Temecula Public Financing Authority
Community Facilities District No. 03-01
(Crowne Hill)
Fiscal Year 2011-12 Assessed Value by Land Use CategoryWIW
Total
Assessed
Value(')
2012 Bonds"
2005 Bonds(2).
2011-12 Assessed
Aeereeate Bonds Value to Lien"
A -Residential $25,332,198 $1,006,577 318,733 1,325,310 19.11
B -Residential 35,447,992 1,461,790 462,877 1,924,667 18.42
C -Residential 34,404,402 1,375,001 435,395 1,810,396 19.00
D -Residential 40,482,471 1,436,402 454,838 1,891,240 21.41
E -Residential 55,416,206 1,941,330 614,723 2,556,053 21.68
F -Residential 19,264,534 645,960 204,544 850,504 22.65
G -Residential 8,090,612 289,655 91,720 381,375 21.21
Zone B
A -Residential $5,960,538 $215,805 68,335 284,140 20.98
B -Residential 7,272,441 268,104 84,895 352,999 20.60
C -Residential 5,280,099 172,355 54,576 226,931 23.27
D -Residential 16,617,784 610,571 193,338 803,909 20.67
E -Residential 11,838,417 432,200 136,857 569,057 20.80
F -Residential 13,975,660 534,250 169,169 703,419 19.87
Totals $279,383,354 $10,390,000 3,290,000 13,680,000 20.42
(1) Source: Assessed values as reported on the Fiscal Year 2011-12 equalized tax roll of the County of Riverside.
(2) Excludes $745,000 of 2005 Bonds which the Authority estimates will be redeemed on September 1, 2012 with
available moneys and excludes $45,000 of 2005 Bonds which mature on September 1, 2012.
Preliminary, subject to change.
Direct and Overlapping Debt
Table 7 below sets forth the existing authorized indebtedness payable from taxes and assessments
that may be levied within the District prepared by California Municipal Statistics, Inc. and based on what
was levied for Fiscal Year 2011-12 (the "Debt Report"). 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 significantly as sales occur and assessed values increase to reflect housing
values. The Authority believes the information is current as of its date, but makes no representation as to
its completeness or accuracy. The Authority may only issue parity bonds for refunding purposes. Other
public agencies, such as the City, may issue additional indebtedness at any time, without the consent or
approval of the District or the Authority. See " - Overlapping Assessment and Community Facilities
Districts" below.
The Debt Report generally includes long term obligations sold in the public credit markets by
public agencies whose boundaries overlap the boundaries of the District in whole or in part. Such long
term obligations generally are not payable from property taxes, assessment or special taxes on land in the
District. 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. The ability of the Authority to collect the Special Taxes or
issue and sell refunding bonds could be adversely affected if additional debt is issued within the District.
27
The property within the District, at any time, could become subject to additional debt either by the
formation of additional community facilities districts or the imposition of other taxes and assessments by
the Authority, the District, the City or other public agencies at any time. The imposition of additional
liens on a parity with the Special Taxes may reduce the ability or willingness of the landowners to pay the
Special Taxes and may increase the possibility that foreclosure proceeds will not be adequate to pay
delinquent Special Taxes.
The Authority has not undertaken to commission annual appraisals of the market value of
property in the District for purposes of its Annual Reports pursuant to the Authority Continuing
Disclosure Agreement, and information regarding property values for purposes of a direct and
overlapping debt analysis which may be contained in such reports will be based on assessed values as
determined by the County Assessor. See Appendix D hereto for the form of the Authority Continuing
Disclosure Agreement.
Direct and overlapping bonded indebtedness as of June 1, 2012 is shown in the following table
compiled by California Municipal Statistics, Inc. Neither the Authority nor the Underwriter has
independently verified the information in the table and neither makes any representations as to
completeness or accuracy.
28
Table 7
Temecula Public Financing Authority
Community Facilities District 03-01
(Crown Hill)
Direct and Overlapping Debt
2011-12 Local Secured Assessed Valuation:$279,383,354
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 6/1/12
Metropolitan Water District General Obligation Bonds 0.016% $ 30,925
Eastern Municipal Water District, I.D. No. U-8 General Obligation Bonds 1.954 90,031
Temecula Valley Unified School District General Obligation Bonds 1.703 479,219
Temecula Public Financing Authority Community Facilities District No. 03-1 100. 13.680,000 (1)
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $14,280,175
OVERLAPPING GENERAL FUND DEBT:
Riverside County General Fund Obligations 0.192% $1,259,054
Riverside County Pension Obligations 0.192 686,477
Riverside County Board of Education Certificates of Participation 0.192 9,706
Mt. San Jacinto Community College District General Fund Obligations 0.510 60,945
City of Temecula Certificates of Participation 2.799 751,112
TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $2,767,294
Less: Riverside County supported obligations 25,174
TOTAL NET OVERLAPPING GENERAL FUND DEBT $2,742,120
GROSS COMBINED TOTAL DEBT $17,047,469 (2)
NET COMBINED TOTAL DEBT $17,022,295
(1) Refunding Mello -Roos Act bonds to be sold ($10,390,000 preliminary) and $3,290,000 of 2005 Bonds
outstanding as of June 15, 2012 (includes an estimated $745,000* of 2005 Bonds which the Authority expects to
redeem on September 1, 2012 with available moneys; and $45,000 of 2005 Bonds which mature on September
1, 2012 which will be paid with Special Taxes on deposit with the Fiscal Agent).
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and
non -bonded capital lease obligations.
Ratios to 2011-12 Local Secured Assessed Valuation:
Direct Debt ($13,680,000) 4.90%
Total Direct and Overlapping Tax and Assessment Debt5.11%
Ratios to Adjusted Assessed Valuation:
Gross Combined Total Debt 6.10%
Net Combined Total Debt 6.09%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/11: $0
Source: California Municipal Statistics, Inc.
' Preliminary, subject to change.
29
Overlapping Assessment and Community Facilities Districts
Additional Debt Payable from Taxes or Assessments. Neither the Authority nor the District has
any control over the amount of additional debt payable from taxes or assessments levied on all or a
portion of the property within a special district which may be incurred in the future by other
governmental agencies, including, but not limited to, the County, the City or any other governmental
agency having jurisdiction over all or a portion of the property within the District. Furthermore, nothing
prevents the owners of property within the District from consenting to the issuance of additional debt by
other governmental agencies which would be secured by taxes or assessments on a parity with the
Special Taxes. To the extent such indebtedness is payable from assessments, other special taxes levied
pursuant to the Act or taxes, such assessments, special taxes and taxes will be secured by liens on the
property within a district on a parity with a lien of the Special Taxes.
Accordingly, the debt on the property within the District could increase, without any
corresponding increase in the value of the property therein, and thereby severely reduce the ratio that
exists at the time the 2012 Bonds are issued between the value of the property and the debt secured by
the Special Taxes and other taxes and assessments which may be levied on such property. The incurring
of such additional indebtedness could also affect the ability and willingness of the property owners
within the District to pay the Special Taxes when due.
Moreover, in the event of a delinquency in the payment of Special Taxes, no assurance can be
given that the proceeds of any foreclosure sale of the property with delinquent Special Taxes would be
sufficient to pay the delinquent Special Taxes. See "BONDOWNERS' RISKS."
Other Overlapping Direct Assessments
Metropolitan Water District Standby. Property within the District is subject to a Metropolitan
Water District Standby ("MWD Standby") assessment. The MWD Standby assessment is fixed unless
there is a vote to increase the assessment. This pay-as-you-go assessment is used for water conservation
programs, emergency programs, water treatment and capital improvements such as transporting water
from Colorado and Northern California to Southern California. The assessment levied for Fiscal Year
2011-12 was $6.94 per equivalent dwelling unit
Estimated Value -to -Lien Ratios
Table 8 below set forth Value -to -Lien category ranges for the 796 parcels subject to the levy of
Special Taxes in Fiscal Year 2012-13 utilizing the assessed values of $279,383,354 as of January 1, 2011.
30
Value -to -Lien
Category
25:00 to 29.99:1
20:1 to 24:99
15:00 to 19.99:1
10:00 to 14.99:1
1:00:1 to 4.99:1(7)
Total(s)
(1)
(2)
(5)
(4)
(5)
(6)
m
(8)
s
Number
of
Parcels
4
365
424
2
1
796
Fiscal Year
2012-13
Special Taxt'l'
Table 8
Temecula Public Financing Authority
Community Facilities District 03-01
(Crowne Hill)
Combined Assessed Value and Value -to -Burden Ratio*
Percentage
Share of
Special Tax*
3,929
367,915
563,503
2,857
903
939,107
0.42%
39.18
60.00
0.30
0.10
100.00%
Allocable
Share of 2012
Bonds (2)'
S43,474
4,070,503
6,234,426
31,609
9,988
$10,390,000
Allocable Share
of 2005 Bondst3l"
$13,766
1,288,927
1,974,135
10,009
3,163
$3,290,000
Allocable Share
of Direct and
Overlapping
Debtt4"
3,570
257,626
337,765
1,091
123
$600,175
Combined
Overlapping
Debt(5)=
60,810
5,617,056
8,546,326
42,709
13.274
$14,280,175
Fiscal Year
2011-12
Taxable Property
Assessed Value'
$1,635,147
118,388,609
158,804,026
499,435
56,137
$279,383,354
Combined
Value-to-Lier
Burden Ratio
Special Taxes shown reflect estimated Fiscal Year 2012-13 Special Taxes on Developed Property as of June 15, 2012, estimated at [63.26]% .
Calculated by multiplying the Percentage Share of Special Tax by the total 2012 Bonds principal amount of $[10,390,000)* and the Percentage Share of Special Tax by the total 2005 Bonds principal amount
of $3,290,000.
Amount outstanding as of June 1, 2012. The Authority estimates that in addition to $45,000 of 2005 Bonds which mature on September 1, 2012, the Authority will redeem approximately [$745,000] of 2005
Bonds on September 1, 2012 with available moneys.
See "Direct and Overlapping Debt" above for a description of overlapping liens; includes Temecula Valley Unified School District community facilities district debt and general obligation bonded debt of the
Metropolitan Water district, Eastem Municipal Water District and Temecula Valley Unified School District.
The combined overlapping liens include the 2012 Bonds.
Source: Assessed values as reported on the Fiscal Year 2011-12 equalized tax roll of the County of Riverside.
The property owner applied for tax relief through proposition 60 to transfer the base year value of a prior residence within the same county to the residence within the District.
Totals may not sum due to rounding.
Preliminary, subject to change.
Source: Willdan Financial Services.
31
26.89
21.08
18.58
11.69
4.23
19.56
Table 9 on the following page sets forth estimated Fiscal Year 2011-12 overall tax rates
projected to be applicable to Detached Units with the indicated square footages, one with the lowest
square footage within the District and the other with the highest square footage within the District.
The table also sets forth those entities with fees, charges, ad valorem taxes and special taxes
regardless of whether those entities have issued debt. The estimated tax rates and amounts presented
below are based on currently available information. The actual amounts charged may vary and may
increase or decrease in future years.
32
Table 9
Temecula Public Financing Authority
Community Facilities District 03-01
(Crowne Hill)
Estimated Fiscal Year 2011-12 Tax Rates(»
(Detached Units with 1,596 sq. ft. and 6,114 sq. ft.)(2)
Assessed Valuations and Property Taxes
Estimated Assessed Valuation
I-Iomeowner's Exemption
Net Assessed Value(3)
Ad Valorem Property Taxes
General Purposes
General Purposes
Total Ad Valorem Property Taxes
Single Family
1,596 Sq. Ft.
$213,000.00
47,000.00
$206,000.00
Single Family
6,114 Sq. Ft.
$982,000.00
0.00
$982,000.00
Percent of Total AV Projected Amount Projected Amount
1.03197% $2,125.86
1.02897% $10,104.49
$2,125.86 $10,104.49
Assessments, Special Taxes and Parcel Charges(3)
RANCHO CAL WTR R DIV DEBT SV $177.00 $855.00
FLD CNTL STORM WATER/CLEAN WATER 3.12 5.42
TEMECULA PARKS/LIGHTING SVS 74.44 74.44
TEMECULA RESIDENTIAL ST LIGHTS 25.68 N/A
TEMECULA TRASH/RECYCLING 223.04 223.04
TEMECULA CFD 03-01 CROWNE HILL 970.60 3,788.00
TEMECULA PERIMTR LDS ZN 20 175.00 N/A
MWD STANBY EAST 6.94 34.70
EMWD STANDBY -COMBINED CHARGE 11.60 8.00
Total Assessment Special Taxes and Parcel Charges $1,667.42 $4,988.60
Projected Total Property Taxes $3,793.28 $15,093.09
Projected Total Effective Tax Rate 1.84% 1.54%
(1)
(2)
(3)
(4)
These amounts arc based on Fiscal Year 2011-12 charges. Fiscal Year 2012-13 data will not be available until
approximately November 2012.
Fiscal Year 2011-12 assessed valuation for a single family detached residential unit with the largest and the smallest square
footage, selected to provide representative effective tax rates for homes within the District.
Net Assessed Value reflects estimated total assessed value for the parcel net of homeowner's exemption.
All charges and special assessments for the 1,596 sq. ft. home are based on a Lot size of less than one (1) acre. All charges
and special assessments for the 6.114 sq. ft. home are based on a Lot size greater than one (1) acre.
Source: Willdan Financial Services.
33
BONDOWNERS' RISKS
In addition to the other information contained in this Official Statement, the following risk
factors should be carefully considered in evaluating the investment quality of the 2012 Bonds. The
Authority cautions prospective investors that this discussion does not purport to be comprehensive or
definitive, the risk factors are listed in no particular order of importance, and this discussion does not
purport to be a complete statement of all factors which may be considered as risks in evaluating the
credit quality of the 2012 Bonds. The occurrence of one or more of the events discussed herein could
adversely affect the ability or willingness of property owners in the District to pay their Special Taxes
when due. Any such failure to pay Special Taxes could result in the inability of the Authority to make
full and punctual payments of debt service on the 2012 Bonds. In addition, the occurrence of one or
more of the events discussed herein could adversely affect the value of the property in the District.
Risks of Real Estate Secured Investments Generally
The Bondowners will be subject to the risks generally incident to an investment secured by real
estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the
market value of real property in the vicinity of the District, the supply of or demand for competitive
properties in such area, and the market value of residential property and/or sites in the event of sale or
foreclosure; (ii) changes in real estate tax rate and other operating expenses, governmental rules
(including, without limitation, zoning laws and laws relating to endangered species and hazardous
materials) and fiscal policies; and (iii) natural disasters (including, without limitation, earthquakes,
wildfires and floods), which may result in uninsured losses.
Special Taxes Are Not Personal Obligations
The owners of land within the District are not personally liable for the payment of the Special
Taxes. Rather, the Special Tax is an obligation only of the land within the District. If the value of the
land within the District is not sufficient to fully secure the Special Tax, then the Authority has no recourse
against the owners under the laws by which the Special Tax has been levied and the 2012 Bonds have
been issued.
The 2012 Bonds Are Limited Obligations of the Authority for the District
The Authority has no obligation to pay principal of and interest on the 2012 Bonds in the event
Special Tax collections are delinquent, other than from amounts, if any, on deposit in certain funds and
accounts held under the Fiscal Agent Agreement, or funds derived from the tax sale or foreclosure and
sale of parcels on which levies of the Special Tax are delinquent, nor is the Authority obligated to
advance funds to pay such debt service on the Bonds.
Property Values
The value of the taxable property within the District is an important factor in evaluating the
investment quality of the 2012 Bonds. In the event that a property owner defaults in the payment of a
Special Tax installment, the Authority's only remedy is to commence foreclosure proceedings on such
property. Prospective purchasers of the 2012 Bonds should not assume that the property within the
District could be sold for the assessed value described herein at a foreclosure sale for delinquent Special
Tax installments or for an amount adequate to pay delinquent Special Tax installments. Reductions in
property values within the District due to a downturn in the economy or the real estate market, events
such as earthquakes, wildfires, droughts or floods, stricter land use regulations, threatened or endangered
species or other events may adversely impact the security underlying the liens. Additionally, the value of
34
undeveloped property is inherently less than the value of developed property. None of the estimated
Fiscal Year 2012-13 Special Tax levy is on property classified as Undeveloped Property.
The assessed values set forth in this Official Statement do not represent market values arrived at
through an appraisal process and generally reflect only the sales price of a parcel when acquired by its
current owner, adjusted annually by an amount determined by the Riverside County Assessor, generally
not to exceed an increase of more than 2% per fiscal year as limited by Proposition 13 and as amended by
Proposition 8. For example, the County performed reductions of assessed values of residential parcels
throughout the County pursuant to Proposition 8 in Fiscal Years 2007-08, 2008-09 and 2009-10. No
assurance can be given that Fiscal Year 2011-12 assessed values reflect market values or that a parcel
could actually be sold for its assessed value.
The actual market value of the property is subject to future events such as a downturn in the
economy, occurrences of certain acts of nature and the decisions of various governmental agencies as to
land use, all of which could adversely impact the value of the land in the which is the security for the
2012 Bonds. As discussed herein, many factors could adversely affect property values or prevent or delay
additional land development within the District. None of the estimated Fiscal Year 2012-13 Special Tax
levy is on property classified as Undeveloped Property.
Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable Property
While the Special Taxes are secured by the Taxable Property, the security only extends to the
value of such Taxable Property and such Taxable Property is subject to other parity liens and similar
claims.
The table in the section entitled "THE COMMUNTIY FACILITIES DISTRICT — Direct and
Overlapping Debt" presents the presently outstanding amount of governmental obligations (with stated
exclusions), the tax or assessment securing which is or may become an obligation of one or more of the
parcels of Taxable Property, and said table does not show the additional amount of other governmental
bonds the tax for which, if and when issued, may become an obligation of one or more of the parcels of
Taxable Property. The table does not specifically identify which of the governmental obligations are
secured by liens on one or more of the parcels of Taxable Property.
In addition, other governmental obligations may be authorized and undertaken or issued in the
future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of
Taxable Property and may be secured by a lien on a parity with the lien of the Special Tax securing the
2012 Bonds.
In general, the Special Tax and all other taxes, assessments and charges collected on the County
tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when
collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as
foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing
the 2012 Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any.
Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity
with the other taxes, assessments and charges, and will share the proceeds of such foreclosure
proceedings on a pro -rata basis. Although the Special Taxes will generally have priority over non-
governmental liens on a parcel of Taxable Property, regardless of whether the non-governmental liens
were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of
bankruptcy.
While governmental taxes, assessments and charges are a common claim against the value of a
parcel of Taxable Property, other less common claims may be relevant. One of the most serious in terms
35
of the potential reduction in the value that may be realized to pay the Special Tax is a claim with regard to
a hazardous substance. See "Hazardous Substances" below.
Economic Uncertainty
The 2012 Bonds are being issued at a time of economic uncertainty and volatility.
Unemployment rates have decreased to approximately 8.0% for the Temecula area as of April 2012 (not
seasonally adjusted) as compared to 9.3% for calendar year 2011 and approximately 11.8% (not
seasonally adjusted) for Riverside County as of April 2012, as compared to 13.6% for calendar year 2011.
The Authority cannot predict how long these conditions will last or whether to what extent they may
affect the ability of homeowners to pay Special Taxes or the marketability of the 2012 Bonds.
Disclosure to Future Purchasers
The Authority recorded a notice of the Special Tax lien in the Office of the County Recorder on
April 4, 2003, as Document No. 2003-238653, as amended by a recording on May 19, 2003, as Document
No. 2003-358388, as an approval of an amended notice. While title companies normally refer to such
notices in title reports, there can be no guarantee that such reference will be made or, if made, that a
prospective purchaser or lender will consider such Special Tax obligation in the purchase of a parcel of
land or a home in the District or the lending of money thereon. The Act requires the subdivider (or its
agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot,
parcel, or unit subject to a Mello -Roos special tax of the existence and maximum amount of such special
tax using a statutorily prescribed form. California Civil Code Section 1 102.6b requires that in the case of
transfers, other than those covered by the above requirement, the seller must at least make a good faith
effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure
by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to
consider or understand the nature and existence of the Special Tax, could adversely affect the willingness
and ability of the purchaser or lessor to pay the Special Tax when due.
Hazardous Substances
While governmental taxes, assessments, and charges are a common claim against the value of a
taxed parcel, other less common claims may be relevant. One of the most serious in terms of the potential
reduction in the value that may be realized to pay the Special Tax is a claim with regard to hazardous
substances. In general, the owners and operators of parcels within the District may be required by law to
remedy conditions of the parcels related to the releases or threatened releases of hazardous substances.
The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely
applicable of these laws, but California laws with regard to hazardous substances are also stringent and
similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substances
condition of a property whether or not the owner (or operator) has anything to do with creating or
handling the hazardous substance. The effect, therefore, should any parcel within the District be affected
by a hazardous substance, would be to reduce the marketability and value of the parcel by the costs of
remedying the condition, because the owner (or operator) is obligated to remedy the condition. Further,
such liabilities may arise not simply from the existence of a hazardous substance but from the method of
handling or disposing of it. All of these possibilities could significantly affect the financial and legal
ability of a property owner to develop the affected parcel or other parcels, as well as the value of the
property that is realizable upon a delinquency and foreclosure.
The assessed values of the property within the District do not take into account the possible
reduction in marketability and value of any of the parcels of Taxable Property by reason of the possible
liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. The
36
Authority has not independently verified and is not aware that the owner (or operator) of any of the
parcels of Taxable Property has such a current liability with respect to any such parcels of Taxable
Property, except as expressly noted. However, it is possible that such liabilities do currently exist and that
the Authority is not aware of them.
Further, it is possible that liabilities may arise in the future with respect to any of the parcels of
Taxable Property resulting from the existence, currently, on the parcel of a substance presently classified
as hazardous but which has not been released or the release of which is not presently threatened, or may
arise in the future resulting from the existence, currently, on the parcel of a substance not presently
classified as hazardous but which may in the future be so classified. Further, such Iiabilities may arise not
simply from the existence of a hazardous substance but from the method of handling or disposing of it.
All of these possibilities could significantly affect the value of a parcel of Taxable Property that is
realizable upon a delinquency.
State Budget
As a result of the slow State and United States of America economies, the State is
experiencing serious budgetary shortfalls for the current and prior fiscal years. The effect of the State
revenue shortfalls on the local or State economy or on the demand for, or value of, the property within the
District cannot be predicted.
Levy and Collection of the Special Tax; Insufficiency of the Special Tax
The principal source of payment of principal of and interest on the 2012 Bonds is the proceeds of
the annual levy and collection of the Special Tax against property within the District. The annual levy of
the Special Tax is subject to the maximum tax rates authorized by the Rate and Method. The levy cannot
be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and
collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service
on the 2012 Bonds. Other funds which might be available include funds derived from the payment of
penalties on delinquent Special Taxes and funds derived from the tax sale or foreclosure and sale of
parcels on which levies of the Special Tax are delinquent.
The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value
of particular taxed parcels and the amount of the levy of the Special Tax against such parcels. Thus, there
will rarely, if ever, be a uniform relationship between the value of such parcels and the proportionate
share of debt service on the 2012 Bonds, and certainly not a direct relationship.
The Special Tax levied in any particular tax year on a parcel of Taxable Property is based upon
the revenue needs and application of the Rate and Method. Application of the Rate and Method will, in
turn, be dependent upon certain development factors with respect to each parcel of Taxable Property by
comparison with similar development factors with respect to the other parcels of Taxable Property within
the District. Thus, in addition to annual variations of the revenue needs from the Special Tax, the
following are some of the factors which might cause the levy of the Special Tax on any particular parcel
of Taxable Property to vary from the Special Tax that might otherwise be expected:
(1) Reduction in the number of parcels of Taxable Property, for such reasons as
acquisition of parcels of Taxable Property by a government and failure of the government to pay the
Special Tax based upon a claim of exemption or, in the case of the federal government or an agency
thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining parcels of
Taxable Property.
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(2) Failure of the owners of parcels of Taxable Property to pay the Special Tax and
delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure sale of the
delinquent parcels, thereby resulting in an increased tax burden on the remaining parcels.
In addition, if a substantial portion of land within the District becomes Property Owner's
Association Property or Public Property, then whether sufficient Special Taxes will be collected to pay
principal and interest on the 2012 Bonds when due will depend on the ability and/or willingness of
owners of such property to pay the Special Tax levied on the non-exempt portion of their property.
Except as set forth above under "SECURITY FOR THE 2012 BONDS — Special Taxes" and " —
Rate and Method" herein, the Fiscal Agent Agreement provides that the Special Tax is to be collected in
the same manner as ordinary ad valorem property taxes are collected and, except as provided in the
special covenant for foreclosure described in "SECURITY FOR THE 2012 BONDS — Proceeds of
Foreclosure Sales" and in the Act, is subject to the same penalties and the same procedure, sale and lien
priority in case of delinquency as is provided for ad valorem property taxes. Pursuant to these procedures,
if taxes are unpaid, the property is then is subject to sale by the Authority for the District.
In addition, the Rate and Method limits the increase of Special Taxes levied on residential parcels
of Developed Property to cure delinquencies of other property owners in the District. See "SECURITY
FOR TI -IE 2012 BONDS — Rate and Method" herein.
In the event that sales or foreclosures of property are necessary, there could be a delay in
payments to owners of the 2012 Bonds pending such sales or the prosecution of foreclosure proceedings
and receipt by the Authority of the proceeds of sale if the Reserve Fund is depleted. See "SECURITY
FOR THE 2012 BONDS — Proceeds of Foreclosure Sales."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method (see
"SECURITY FOR THE 2012 BONDS — Rate and Method" herein). In addition, the Act provides that
properties or entities of the state, federal or local government are exempt from the Special Tax; provided,
however, that property within the District acquired by a public entity through a negotiated transaction or
by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the
Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure
based upon failure to pay taxes could become exempt from the Special Tax. In addition, although the Act
provides that if property subject to the Special Tax is acquired by a public entity through eminent domain
proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it
were a special assessment, the constitutionality and operation of these provisions of the Act have not been
tested, meaning that such property could become exempt from the Special Tax. In the event that
additional property is dedicated to the City or other public entities, this additional property might become
exempt from the Special Tax.
The Act further provides that no other properties or entities are exempt from the Special Tax
unless the properties or entities are expressly exempted in a resolution of consideration to levy a new
special tax or to alter the rate or method of apportionment of an existing special tax.
Depletion of Reserve Fund
The Reserve Fund is to be maintained at an amount equal to the Reserve Requirement (see
"SECURITY FOR THE 2012 BONDS — Special Tax Fund — Disbursements" herein). Funds in the
Reserve Fund may be used to pay principal of and interest on the 2012 Bonds in the event the proceeds of
the levy and collection of the Special Tax against property within the District is insufficient. If funds in
38
the Reserve Fund for the 2012 Bonds are depleted, the funds can be replenished from the proceeds of the
levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be
paid to the Bondowners pursuant to the Fiscal Agent Agreement. However, no replenishment from the
proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the Ievy of the
Special Tax against property within the District at the maximum tax rates under the Rate and Method,
together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that
the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax.
Potential Delay and Limitations in Foreclosure Proceedings
The payment of property owners' taxes and the ability of the Authority to foreclose the lien of a
delinquent unpaid Special Tax pursuant to its covenant to pursue judicial foreclosure proceedings, may be
limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the
State relating to judicial foreclosure. See "SECURITY FOR THE 2012 BONDS — Proceeds of
Foreclosure Sales" and `BONDOWNERS' RISKS — Bankruptcy and Foreclosure Delay" herein. In
addition, the prosecution of a foreclosure could be delayed due to many reasons, including crowded local
court calendars or lengthy procedural delays.
The ability of the Authority to collect interest and penalties specified by State law and to
foreclose against properties having delinquent Special Tax installments may be limited in certain respects
with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") has or obtains
an interest. The FDIC would obtain such an interest by taking over a financial institution which has made
a loan which is secured by property within the District. See `BONDOWNERS' RISKS — Payments by
FDIC and Other Federal Agencies."
The FDIC has adopted a policy statement regarding the payment of state and local real property
taxes (the "Policy Statement") which provides that the FDIC intends to pay valid real property taxes,
interest and penalties, in accordance with state law, on property which at the time of the tax levy is owned
by a financial institution in an FDIC receivership, unless abandonment of the FDIC interest is determined
to be appropriate. However, the Policy Statement is unclear as to whether the FDIC considers special
taxes such as the Special Taxes to be "real property taxes" which it intends to pay. Furthermore, the
Policy Statement provides that, with respect to parcels on which the FDIC holds a mortgage lien, it will
not permit its lien to be foreclosed by a taxing authority without its specific consent, and that it will not
pay or recognize liens for any penalties, fines, or similar claims imposed for the non-payment of taxes
Other laws generally affecting creditors' rights or relating to judicial foreclosure may affect the
ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example,
the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the
foreclosure covenant, a six-month period after termination of such military service to redeem property
sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent
tax or assessment to persons in military service if the court concludes the ability to pay such taxes or
assessments is materially affected by reason of such service.
The Authority and the District are unable to predict what effect the application of the Policy
Statement would have in the event of a delinquency on a parcel within the District in which the FDIC has
or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure
sale would likely reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale.
In addition, potential investors should be aware that judicial foreclosure proceedings are not
summary remedies and can be subject to significant procedural and other delays caused by crowded court
calendars and other factors beyond control of the Authority or the District. Potential investors should
assume that, under current conditions, it is estimated that a contested judicial foreclosure of the lien of
39
Special Taxes will take up to two or three years from initiation to the lien foreclosure sale. At a Special
Tax lien foreclosure sale, each parcel will be sold for not less than the "minimum bid amount" which is
equal to the sum of all delinquent Special Tax installments, penalties and interest thereon, costs of
collection (including reasonable attorneys' fees), post judgment interest and costs of sale. Each parcel is
sold at foreclosure for the amounts secured by the Special Tax lien on such parcel and multiple parcels
may not be aggregated in a single "bulk" foreclosure sale. If any parcel fails to obtain a "minimum bid,"
the Authority may, but is not obligated to, seek superior court approval to sell such parcel at an amount
less than the minimum bid. Such Superior Court approval requires the consent of the owners of 75% of
the aggregate principal amount of the Outstanding Bonds.
Delays and uncertainties in the Special Tax lien foreclosure process create significant risks for
Bondowners. high rates of special tax payment delinquencies which continue during the pendency of
protracted Special Tax lien foreclosure proceedings, could result in the rapid, total depletion of the
Reserve Fund prior to replenishment from the resale of property upon foreclosure. In that event, there
could be a default in payment of the principal of, and interest on, the 2012 Bonds. See "Special Tax
Collections" above.
Bankruptcy and Foreclosure Delay
The payment of Special Taxes and the ability of the Authority to foreclose the lien of delinquent
Special Taxes as discussed in the section herein entitled "SECURITY FOR THE 2012 BONDS" may be
limited by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the
State relating to judicial foreclosure. In addition, the prosecution of a judicial foreclosure may be delayed
due to congested local court calendars or procedural delays.
The various legal opinions to be delivered concurrently with the delivery of the 2012 Bonds
(including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the
various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws
affecting the rights of creditors generally.
Although bankruptcy proceedings would not cause the obligation to pay the Special Tax to
become extinguished, bankruptcy of a property owner or of a partner or other equity owner of a property
owner, could result in a stay of enforcement of the lien for the Special Taxes, a delay in prosecuting
Superior Court foreclosure proceedings or adversely affect the ability or willingness of a property owner
to pay the Special Taxes and could result in the possibility of delinquent Special Taxes not being paid in
full. In addition, the amount of any lien on property securing the payment of delinquent Special Taxes
could be reduced if the value of the property were determined by the bankruptcy court to have become
less than the amount of the lien, and the amount of the delinquent Special Taxes in excess of the reduced
lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien
for the Special Tax, or any such delay or non-payment, would increase the likelihood of a delay or default
in payment of the principal of and interest on the 2012 Bonds and the possibility of delinquent Special
Taxes not being paid in full. Moreover, amounts received upon foreclosure sales may not be sufficient to
fully discharge delinquent installments. To the extent that a significant percentage of the property in the
District is owned by any major landowner or any other property owner, and such owner is the subject of
bankruptcy proceedings, the payment of the Special Tax and the ability of the Authority to foreclose the
lien of a delinquent unpaid Special Tax could be extremely curtailed by bankruptcy, insolvency, or other
laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure.
Payments by FDIC and Other Federal Agencies
The ability of the Authority to collect interest and penalties specified by state law and to foreclose
the lien of delinquent Special Taxes may be limited in certain respects with regard to properties in which
40
the FDIC, the Drug Enforcement Agency, the Internal Revenue Service or other similar federal
governmental agencies such as the Federal National Mortgage Association ("FNMA") or Freddie Mac,
has or obtains an interest.
Mortgage Interests. The supremacy clause of the United States Constitution reads as follows:
"This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all
Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme
Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or
Laws of any State to the contrary notwithstanding."
The foregoing is generally interpreted to mean that, unless the United States Congress has
otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within
the District but does not pay taxes and assessments levied on the parcel (including Special Taxes), the
applicable State and local governments cannot foreclose on the parcel to collect the delinquent taxes and
assessments.
Moreover, unless the United States Congress has otherwise provided, if the federal government
has a mortgage interest in the parcel and the Authority wishes to foreclose on the parcel as a result of
delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an
amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve
the federal government's mortgage interest. In Rust v. Johnson, 597 F.2d 174 (9th Cir. 1979), the United
States Court of Appeal, Ninth Circuit (the "Ninth Circuit"), held that FNMA is a federal instrumentality
for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over
a mortgage interest held by FNMA constitutes an exercise of state power over property of the United
States. For a discussion of risks associated with taxable parcels within the District becoming owned by
the federal government, federal government entities or federal government sponsored entities, see the
caption " — Levy and Collection of the Special Tax;' Insufficiency of the Special Tax."
The Authority has not undertaken to determine whether any federal governmental entity currently
has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the
Special Taxes within the District, and therefore expresses no view concerning the likelihood that the risks
described above will materialize while the Bonds are outstanding.
FDIC. Specifically, with respect to the FDIC, on June 4, 1991, the FDIC issued a Statement of
Policy Regarding the Payment of State and Local Property Taxes (the "1991 Policy Statement"). The
1991 Policy Statement was revised and superseded by a new Policy Statement effective January 9, 1997
(the "Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject
to state and local real property taxes only if those taxes are assessed according to the property's value, and
that the FDIC is immune from real property taxes assessed on any basis other than property value.
According to the Policy Statement, the FDIC will pay its property tax obligations when they become due
and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound
business practice and the orderly administration of the institution's affairs, unless abandonment of the
FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent
property taxes owed at the rate provided under state law, to the extent the interest payment obligation is
secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not
pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC owned
property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC
will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to
levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will
not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's
consent.
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The Policy Statement states that the FDIC generally will not pay non -ad valorem taxes, including
special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time
that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the
extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a
special tax formula which determines the special tax due each year, are specifically identified in the
Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity.
With respect to property in California owned by the FDIC on January 9, 1997 and that was owned by the
Resolution Trust Corporation (the "RTC") on December 31, 1995, or that became the property of the
FDIC through foreclosure of a security interest held by the RTC on that date, the FDIC will continue the
RTC's prior practice of paying special taxes imposed pursuant to the Act if the taxes were imposed prior
to the RTC's acquisition of an interest in the property. All other special taxes may be challenged by the
FDIC.
The Authority is unable to predict what effect the application of the Policy Statement would have
in the event of a delinquency on a parcel within the District in which the FDIC has or obtains an interest,
although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or
eliminate the persons willing to purchase a parcel at a foreclosure sale. Bondowners should assume that
the Authority will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause
a draw on the Reserve Fund and perhaps, ultimately, a default in payment on the 2012 Bonds. Based upon
the secured tax roll as of January 1, 2011, the FDIC does not presently own any of the property in the
District. The Authority expresses no view concerning the likelihood that the risks described above will
materialize while the 2012 Bonds are outstanding.
Payment of Special Tax Not a Personal Obligation of the Property Owners
An owner of Taxable Property is not personally obligated to pay the Special Tax. Rather, the
Special Tax is an obligation only against the parcels of Taxable Property. If the value of the parcels of
Taxable Property is not sufficient, taking into account other obligations also payable thereby to fully
secure the Special Tax, the Authority has no recourse against the owner.
Factors Affecting Parcel Values and Aggregate Value
Geologic, Topographic and Climatic Conditions. The value of the Taxable Property in the
District in the future can be adversely affected by a variety of additional factors, particularly those which
may affect infrastructure and other public improvements and private improvements on the parcels of
Taxable Property and the continued habitability and enjoyment of such private improvements. Such
additional factors include, without limitation, geologic conditions such as earthquakes and volcanic
eruptions, topographic conditions such as earth movements, landslides, liquefaction, floods or fires, and
climatic conditions such as tornadoes, droughts, and the possible reduction in water allocation or
availability. It can be expected that one or more of such conditions may occur and may result in damage
to improvements of varying seriousness, that the damage may entail significant repair or replacement
costs and that repair or replacement may never occur either because of the cost or because repair or
replacement will not facilitate habitability or other use, or because other considerations preclude such
repair or replacement. Under any of these circumstances, the value of the parcels of Taxable Property may
well depreciate or disappear.
Seismic Conditions. The District, like all California communities, may be subject to unpredictable
seismic activity. The occurrence of seismic activity in the District could result in substantial damage to
properties in the District which, in turn, could substantially reduce the value of such properties and could
affect the ability or willingness of the property owners to pay their Special Taxes. Any major damage to
structures as a result of seismic activity could result in greater reliance on undeveloped property in the
payment of Special Taxes. Prior to the issuance of grading permits, engineering reports addressing
42
geologic, seismic or soil limitations and foundation design were prepared for applicable Planning Areas.
None of the school sites lies within the Alquist-Priolo Earthquake Fault Zone.
Legal Requirements. Other events which may affect the value of a parcel of Taxable Property in
the District include changes in the law or application of the law. Such changes may include, without
limitation, Local growth control initiatives, local utility connection moratoriums and local application of
statewide tax and governmental spending limitation measures.
No Acceleration Provisions
The 2012 Bonds do not contain a provision allowing for the acceleration of the 2012 Bonds in the
event of a payment default or other default under the terms of the 2012 Bonds or the Fiscal Agent
Agreement. So long as the 2012 Bonds are in book -entry form, DTC will be the sole Bondowner and will
be entitled to exercise all rights and remedies of Bondowners.
Collection of Special Tax
In order to pay debt service on the 2012 Bonds, it is necessary that the Special Tax levied against
land within the District be paid in a timely manner. The Authority has covenanted in the Fiscal Agent
Agreement under certain conditions to institute foreclosure proceedings against property with delinquent
Special Tax in order to obtain funds to pay debt service on the 2012 Bonds. If foreclosure proceedings
were instituted, any mortgage or deed of trust holder could, but would not be required to, advance the
amount of the delinquent Special Tax to protect its security interest. In the event such superior court
foreclosure is necessary, there could be a delay in principal and interest payments to the Bondowners
pending prosecution of the foreclosure proceedings and receipt of the proceeds of the foreclosure sale, if
any. No assurances can be given that the real property subject to foreclosure and sale at a judicial
foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any
delinquent Special Tax installment. Although the Act authorizes the Authority, as the Governing Board of
the District, to cause such an action to be commenced and diligently pursued to completion, the Act does
not specify the obligations of the Governing Board with regard to purchasing or otherwise acquiring any
lot or parcel of property sold at the foreclosure sale if there is no other purchaser at such sale. See
"SECURITY FOR THE 2012 BONDS — Proceeds of Foreclosure Sales."
Right to Vote on Taxes Act
An initiative measure, Proposition 218, commonly referred to as the "Right to Vote on Taxes
Act" (the "Initiative") was approved by the voters of the State at the November 5, 1996, general election.
The Initiative added Article XIIIC ("Article XIIIC") and Article XIIID to the California Constitution.
According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the
Initiative limits "the authority of local governments to impose taxes and property -related assessments,
fees and charges." The provisions of the Initiative, as they relate to community facilities districts, are
subject to interpretation by the courts.
Among other things, Section 3 of Article XIII states that" ... the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or
charge." The Act provides for a procedure, which includes notice hearing, protest and voting
requirements to alter the rate and method of apportionment of an existing special tax. However, the Act
prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate
the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative
body determines that the reduction or termination of the special tax would not interfere with the timely
retirement of that debt. On July 1, 1997, a bill signed into law by the Governor of the State enacting
Government Code Section 5854, states that:
43
"Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996,
general election, shall not be construed to mean that any owner or beneficial owner of a municipal
security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by
initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I
of the United States Constitution."
Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not
conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere
with the timely retirement of the 2012 Bonds.
It may be possible, however, for voters of the District to reduce the Special Taxes in a manner
which does not interfere with the timely repayment of the 2012 Bonds but which does reduce the
maximum amount of Special Taxes that may be levied in any year below the existing levels. Therefore,
no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses.
Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts
greater than the amount necessary for the timely retirement of the 2012 Bonds.
Like its antecedents, the Initiative is likely to undergo both judicial and legislative scrutiny before
its impact on the District and its obligations can be determined. Certain provisions of the Initiative may be
examined by the courts for their constitutionality under both State and federal constitutional law. The
Authority is not able to predict the outcome of any such examination.
The foregoing discussion of the Initiative should not be considered an exhaustive or authoritative
treatment of the issues. The Authority does not expect to be in a position to control the consideration or
disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity
in this regard. Interim rulings, final decisions, legislative proposals and legislative enactments may all
affect the impact of the Initiative on the 2012 Bonds as well as the market for the 2012 Bonds. Legislative
and court calendar delays and other factors may prolong any uncertainty regarding the effects of the
Initiative.
Ballot Initiatives and Legislative Measures
The Initiative was adopted pursuant to a measure qualified for the ballot pursuant to California's
constitutional initiative process and the State Legislature has in the past enacted legislation which has
altered the spending limitations or established minimum funding provisions for particular activities. From
time to time, other initiative measures could be adopted by California voters or legislation enacted by the
State Legislature. The adoption of any such initiative or enactment of legislation might place limitations
as to the ability of the State, the County, the City, the Authority, the District or local districts to increase
revenues or to increase appropriations or as to the ability of a property owner to complete the
development of the property.
Limited Secondary Market
There can be no guarantee that there will be a secondary market for the 2012 Bonds or, if a
secondary market exists, that such 2012 Bonds can be sold for any particular price. Although the
Authority and the District have committed to provide certain statutorily -required financial and operating
information, there can be no assurance that such information will be available to Bondowners on a timely
basis. The failure to provide the annual financial and operating information does not give rise to monetary
damages but merely an action for specific performance. Occasionally, because of general market
conditions, lack of current information or because of adverse history or economic prospects connected
with a particular issue, secondary marketing practices in connection with a particular issue are suspended
44
or terminated. Additionally, prices of issues for which a market is being made will depend upon then
prevailing circumstances. Such prices could be substantially different from the original purchase price.
Loss of Tax Exemption
As discussed under the caption "LEGAL MATTERS — Tax Exemption," the interest on the 2012
Bonds could become includable in gross income for federal income tax purposes retroactive to the date of
issuance of the 2012 Bonds as a result of future acts or omissions of the Authority in violation of certain
provisions of the Code and the covenants of the Fiscal Agent Agreement. In order to maintain the
exclusion from gross income for federal income tax purposes of the interest on the 2012 Bonds, the
Authority has covenanted in the Fiscal Agent Agreement not to take any action, or fail to take any action,
if such action or failure to take such action would adversely affect the exclusion from gross income of
interest on the 2012 Bonds under the Internal Revenue Code of 1986, as amended. Should such an event
of taxability occur, the 2012 Bonds are not subject to early redemption and will remain outstanding to
maturity or until redeemed under the optional redemption or mandatory sinking fund redemption
provisions of the Fiscal Agent Agreement.
IRS Audit of Tax -Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt
bond issues, including both random and targeted audits. It is possible that the 2012 Bonds will be selected
for audit by the Internal Revenue Service. It is also possible that the market value of the 2012 Bonds
might be affected as a result of such an audit of the 2012 Bonds (or by an audit of similar bonds).
Impact of Legislative Proposals, Clarifications of the Code and Court Decisions on Tax Exemption
Future legislative proposals, if enacted into law, clarification of the Code or court decisions may
cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject
to or exempted from state income taxation, or otherwise prevent Owners of the Bonds 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 Bonds. Examples of such proposals include a proposal in the fall of 2011 which
would have reduced the tax value of all itemized deductions and targeted tax expenditures for high-
income taxpayers in tax years commencing on or after January 1, 2013. The concept of "high-income
taxpayers" in the proposal generally captured taxpayers with adjusted gross income of $250,000 or more
for married couples filing jointly (or $200,000 for single taxpayers). Among the targeted tax expenditures
was interest on any bond excludable from gross income under Section 103 of the Code, whether the bond
is outstanding on the enactment date of the proposed legislation or is issued thereafter. Another example
of such proposal from the fall of 2011 would have required the Office of Management and Budget to
establish steadily declining annual ratios for debt as a percentage of gross domestic product, effective for
taxable years beginning on or after January 1, 2013. Under the proposal, if the ratios were not met,
automatic cuts in spending and tax preferences, such as tax-exempt interest, would be triggered.
Prospective purchasers of the 2012 Bonds should consult their own tax advisors regarding any pending or
proposed federal or state tax legislation, regulations or litigation as to which Bond Counsel expresses no
opinion.
Limitations on Remedies
Remedies available to the Bondowners may be limited by a variety of factors and may be
inadequate to assure the timely payment of principal of and interest on the 2012 Bonds or to preserve the
tax-exempt status of the 2012 Bonds. See "Payments by FDIC and other Federal Agencies," "No
Acceleration Provisions" and `Billing of Special Taxes" herein
45
LEGAL MATTERS
Legal Opinion
The legal opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, approving
the validity of the 2012 Bonds will be made available to purchasers at the time of original delivery and
the form of such opinion is attached hereto as Appendix E.
Tax Exemption
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, under
existing law, subject to the Authority's compliance with certain covenants, interest on the 2012 Bonds is
excludable from gross income of the owners thereof for federal income tax purposes under Section 55 of
the Code, is not includable as an item of tax preference in computing the federal alternative minimum tax
for individuals and corporations under the Code but is taken into account in computing an adjustment
used in determining the federal alternative minimum tax for certain corporations. Failure by the Authority
to comply with one or more of such covenants could cause interest on the 2012 Bonds to not be
excludable from gross income under Section 103 of the Code for federal income tax purposes
retroactively to the date of issuance of the 2012 Bonds.
In the further opinion of Bond Counsel, interest on the 2012 Bonds is exempt from California
personal income taxes.
Bondowners should also be aware that the ownership or disposition of, or the accrual or receipt of
interest on, the 2012 Bonds may have federal or state tax consequences other than as described above.
Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect
to the 2012 Bonds other than as expressly described above.
The form of Bond Counsel's opinion is set forth in Appendix E.
No Litigation
At the time of delivery of the 2012 Bonds, the Authority and the District will certify that there
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or
regulatory agency, public board or body pending with respect to which they have been served with
process or to their knowledge threatened against the Authority or the District affecting their existence,
or the titles of their respective officers which would materially adversely affect the ability of the
Authority to perform its obligations under the 2012 Bonds or certain documents related thereto or
seeking to restrain or to enjoin the issuance, sale or delivery of the 2012 Bonds, the application of the
proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the
Special Tax to pay the principal of and interest on the 2012 Bonds, or in any way contesting or affecting
the validity or enforceability of the 2012 Bonds, or the Fiscal Agent Agreement or any action of the
Authority or the District contemplated by either of said documents, or in any way contesting the
completeness or accuracy of this Official Statement or any amendment or supplement hereto, or
contesting the powers of the Authority or the District or their authority with respect to the 2012 Bonds
or any action of the Authority or the District contemplated by either of said documents, nor, to the
knowledge of the Authority, is there any basis therefor.
No General Obligation of the Authority or the District
46
The 2012 Bonds are not general obligations of the Authority or the District, but are limited
obligations of the Authority for the District payable solely from proceeds of the Special Tax and
proceeds of the 2012 Bonds, including amounts in the Reserve Fund, the Special Tax Fund and the
Bond Fund. Any tax levied for the payment of the 2012 Bonds shall be limited to the Special Taxes to
be collected within the jurisdiction of the District.
RATING
Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., has
assigned a rating of to the 2012 Bonds. Such rating reflects only the views of such organization
and any explanation of the significance of such rating should be obtained from the rating agency
furnishing the same at the following addresses: Standard & Poor's Ratings Services, 55 Water Street,
New York, New York 10041. Generally, a rating agency bases its rating on the information and materials
furnished to it and on investigations, studies and assumptions of its own. There is no assurance that such
rating will continue for any given period of time or that such rating will not be revised downward or
withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so
warrant. Except as set forth in the Continuing Disclosure Agreement, the Authority undertakes no
responsibility to bring to the attention of Owners of the Bonds any downward revision or withdrawal of a
rating. The Authority undertakes no responsibility to oppose any such revision or withdrawal.
UNDERWRITING
The 2012 Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated, dba Stone
& Youngberg, a Division of Stifel Nicolaus at a purchase price of $ (which represents the
aggregate principal amount of the 2012 Bonds ($ less an underwriter's discount of
$ ).
The purchase agreement relating to the 2012 Bonds provides that the Underwriter will purchase
all of the 2012 Bonds, if any are purchased, the obligation to make such purchase being subject to
certain terms and conditions set forth in such purchase agreement.
The Underwriter may offer and sell 2012 Bonds to certain dealers and others at prices lower
than the offering price stated on the cover page hereof. The offering prices may be changed from time to
time by the Underwriter.
PROFESSIONAL FEES
Fees payable to certain professionals, in connection with the 2012 Bonds, including the
Underwriter, Stradling Yocca Carlson & Rauth, as Underwriter's Counsel, Quint & Thimmig LLP, as
Bond Counsel, McFarlin & Anderson LLP, as Disclosure Counsel, Fieldman, Rolapp & Associates, as
Financial Advisor, U.S. Bank National Association, as the Fiscal Agent, and Willdan Financial
Services, as Special Tax Consultant, are contingent upon the issuance of the 2012 Bonds.
MISCELLANEOUS
References are made herein to certain documents and reports which are brief summaries thereof
which summaries do not purport to be complete or definitive and reference is made to such documents
and reports for full and complete statement of the contents thereof.
47
Any statements in this Official Statement involving matters of opinion, whether or not expressly
so stated, are intended as such and not as representatives of fact. This Official Statement is not to be
construed as a contract or agreement between the District or the Authority and the purchasers or owners
of any of the 2012 Bonds.
48
The execution and delivery of the Official Statement by the District has been duly authorized by
the Authority on behalf of the District.
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILIIIES DISTRICT NO. 03-01
(CROWNE HILL)
By:
Bob Johnson, Executive Director,
Temecula Public Financing Authority, on behalf of the
District
49
APPENDDXA
GENERAL INFORMATION ABOUT THE CITY OF TEMECULA
The following information is provided for background purposes only. The City of Temecula has
no liability or responsibility whatsoever with respect to the 2012 Bonds or the Fiscal Agent Agreement.
Introduction
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 11th largest city in the Inland Empire and the
5th largest in Riverside County (as of January, 2012), 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.
Population
From 2003 - 2012, the City's population grew from 74,157 to 103,092, a gain of 28,935 or
39.0%. In this same period, Riverside County added 497,358, a gain of 28.7%.
CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION
FROM 2003 TO 2012 (1)
Year
Temecula Riverside County
Population % Change Population % Change
2003 74,157 -- 1,730,219 --
2004 76,407 3.0 1,814,485 4.9
2005 78,808 3.1 1,895,695 4.5
2006' 90,120 14.4 1,975,913 4.2
2007 93,122 3.3 2,049,902 3.7
2008 95,332 2.4 2,102,741 2.6
2009 97,741 2.5 2,140,626 1.8
2010 99,757 2.1 2,179,692 1.8
2011 101,255 1.5 2,205,731 1.2
2012 103,092 1.8 2,227,577 1.0
• Includes annexation ofRedhawk area.
111 As of January 1 of each calendar year.
Source: California Department ofF'inance.
A-1
Construction Activity
The following table shows a five year history of construction activity in the City.
[CIRB functions passing to CBIA; in transition during month of May. Expects conversion to be
completed in June]
CITY OF TEMECULA
BUILDING PERMITS AND VALUATIONS
(Calendar Year 2006 — 2010)
2006 2007 2008 2009 2010
Valuation ($000):
Residential 145,638,382 194,888,351 100,451,479 72,006,373 68,489,143
Non-residential 144,623,957 151.320.960 138,074,079 20.866.892 14,235 576
Total 290,262,339 346,209,311 238,525,558 92,873,265 82,724,719
Residential Units:
Single family 589 697 301 323 342
Multiple family 18 237 274 32 6
Total 607 934 575 355 348
Source: (Construction Industry Research Board'.
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, Lincoln,
Mercury, Hyundai, Subaru, Toyota and Nissan. The following table sets forth major manufacturing and
non -manufacturing employers:
A-2
CITY 01? TEMECULA
LARGEST EMPLOYERS BY NUMBER OF EMPLOYEES
(As of June, 2011)
Employer
Abbott Vascular (Abbott Laboratories f/k/a Guidant
Corporation or Abbott Cardiovascular Systems, Inc.)
Temecula Valley Unified School District
Professional Ilospital Supply
International Rectifier
Costco Wholesale Corporation
Macy's Deportment Stores, Inc.
Chcmi-Con International
Norni Reeves Auto Group
Southwest 'Traders
Milgard Manufacturing
I'lant Equipment, Inc.
Temecula Creek Inn
Channell Commercial Corp.
Albertson's
ITP Enterprises Inc.
Dayton Hudson Corporation/Target
JC Penny Company
Toyota of Temecula Valley
City of Temecula
Lowe's
Source: City Finance Department.
Approximate No.
of Employees
A-3
Type of Business
2,938 Medical equipment
2.749 Public school system
1,100 Medical equipment and supplies
700 Power semiconductors
373 Wholesale warehouse
300 Retail
272 Manufacturing
260 Auto Dealer
233 Distribution
210 Windows
200 Telephone equipment
195 Ilotel
184 Cable enclosures
180 Grocery
178 Pharmaceutical
174 Retail
170 Retail
170 Auto Dealer
153 Government
152 Building Supplies
Taxpayer(]
CITY OF TEMECULA
PRINCIPAL SECURED PROPERTY OWNERS
FOR FISCAL YEAR 2011-12
Type of Business
Secured
2011-12
Assessed
Valuation
(in 000s)
Percent of
Total Assessed
(Valuation)
Total
2011-12
Assessed
Valuation
(in 000s)
Abbott Vascular (2)
Temecula Towne Center Associates
International Rectifier Corporation
Inland Western Temecula Common
Federal National Mortgage Association
Temecula Properties
BACM 2006-5 Rancho California
Alexander and Baldwin Inc.
Temecula Villa Apartments
Macy's Department Stores, Inc (31
Total 2011-12 Assessed Valuation
Medical Appliances Mfg.
Regional Mall
Electronics Mfg.
Real Estate Investment Trust
Mortgage Buyer
Industrial
Commercial
Commercial
Commercial
Retail Department Store
Totals
$207,308
148,865
86,702
64,300
54,897
54,696
53,162
48,639
48,058
37.841
$804,468
1.86%
1.33
.78
.58
.49
.49
.48
.44
.43
.34
7.20%
$463,010
148,865
86,702
64,300
54,897
54,696
53,162
48,639
48,058
47.666
$1,069,996
$11,167,952 $11,842,873
(0 Assessed values of parcels owned by related entities have been aggregated.
(2) 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 may be listed as owned by Abbott Vascular, Inc.
(') Owner had pending appeals on one or more parcels.
Source: City of Temecula.
CITY OF TEMECULA
ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY
FOR THE FISCAL YEARS 2002-03 THROUGH 2011-12
(Values in Thousands)
[UPDATE]
Total
Fiscal Secured and Real Estate
Year Unsecured Exemptions
2002-03 6,201,896 (30,010)
2003-04 6,931,291 (43,142)
2004-05 7,794,688 (53,240)
2005-06 10,328,097 (51,063)
2006-07 11,836,051 (75,082)
2007-08 13,434,244 (88,037)
2008-09 13,537,220 (101,367)
2009-10 12,003,561 (112,286)
2010-11 11,932,655 (116,038)
2011-12
Source: Riverside County Assessor's ice.
Net Taxable
Assessed Value
6,171,886
6,888,149
7,741,448
10,277,034
11,760,969
13,346,207
13,435,853
11,891,275
11,816,617
A-4
Homeowners
Exemption
(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
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
11,700,673 11,700,673
General Information
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, 2012, there were approximately fifty-seven (57) 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 70s. 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 80s or the mid 90s 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 60s. 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, [4/3] 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 School District covers
approximately 150 square miles. As of [April 19, 2012], approximately [28,671] students (Grades K-12)
are enrolled in the School District.
The University of California, Riverside opened an extension center in the City, San Joaquin
Valley College is located 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
continues to expand with construction on the opening of their satellite campus in their newly renovated
building on Margarita Road. In the past two years a state-of-the-art Social and Behavioral Sciences
building, a parking structure and a public safety building have been completed. Cal State San Marcos 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.
A-5
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 103,092 residents as of January 1, 2012, which includes the March, 2004
annexation of the community of Redhawk, which became official June 30, 2005.
A-6
APPENDIX B
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-01
(CROWNE HILL)
[THIS PAGE INTENTIONALLY LEFT BLANK]
APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT
APPENDIX D
FORM OF AUTHORITY
CONTINUING DISCLOSURE AGREEMENT
APPENDIX E
FORM OF OPINION OF BOND COUNSEL
APPENDIX F
BOOK -ENTRY SYSTEM
The following description of the procedures and record keeping with respect to beneficial
ownership interests in the 2012 Bonds, payment of principal of and interest on the 2012 Bonds to Direct
Participants, Indirect Participants or Beneficial Owners (as such terms are defined below) of the 2012
Bonds, confirmation and transfer of beneficial ownership interests in the 2012 Bonds and other bond -
related transactions by and between DTC, Direct Participants, Indirect Participants and Beneficial
Owners of the 2012 Bonds is based solely on information furnished by DTC to the Authority which the
Authority believes to be reliable, but the Authority, the District 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, New York, will act as securities depository
for the 2012 Bonds. The 2012 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 2012 Bond will be issued for each maturity of the 2012
Bonds, each in the aggregate principal amount of such maturity, 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 I7A 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 (`Indirect Participants"). DTC has a Standard &
Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More infonnation about DTC can be found at www.dtcc.com. The information
on such website is not incorporated herein by such reference or otherwise.
Purchases of 2012 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the 2012 Bonds on DTC's records. The ownership interest of each actual
purchaser of each 2012 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
2012 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants
F-1
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the 2012 Bonds, except in the event that use of the book -entry system for the 2012
Bonds is discontinued.
To facilitate subsequent transfers, all 2012 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested by an authorized representative of DTC. The deposit of the 2012 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 2012 Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such 2012 Bonds are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
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 2012 Bonds may wish to take
certain steps to augment the transmission to them of notices of significant events with respect to the 2012
Bonds, such redemptions, tenders, defaults, and proposed amendments to the 2012 Bonds documents.
For example, Beneficial Owners of the 2012 Bonds may wish to ascertain that the nominee holding the
2012 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the
altemativc, Beneficial Owners may wish to provide their names and addresses to the Fiscal Agent and
request that copies of notices be provided directly to them.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the 2012 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 Authority 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 2012 Bonds are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Payments on the 2012 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 Authority or the
Fiscal Agent, on payable date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the casc 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 Fiscal Agent or the
Authority, 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 1 Authority or the
Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depository with respect to the 2012 Bonds at any
time by giving reasonable notice to the Authority or the Fiscal Agent. Under such circumstances, in the
event that a successor depository is not obtained, the 2012 Bond certificates are required to be printed and
delivered.
F-2
The Authority may decide to discontinue use of the system of book -entry -only transfers through
DTC (or a successor securities depository). In that event, the 2012 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 Authority believes to be reliable, but the Authority 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 the 2012
Bonds, or (b) the Authority determines that DTC shall no longer act and delivers a written certificate to
the Fiscal Agent to that effect, then the Authority will discontinue the Book -Entry System with DTC for
the 2012 Bonds. If the Authority determines to replace DTC with another qualified securities depository,
the Authority will prepare or direct the preparation of a new single separate, fully -registered 2012 Bond
for cach maturity of the 2012 Bonds registered in the name of such successor or substitute securities
depository as are not inconsistent with the terms of the Fiscal Agent Agreement. If the Authority fails to
identify another qualified securities depository to replace the incumbent securities depository for the 2012
Bonds, then the 2012 Bonds shall no longer be restricted to being registered in the 2012 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 2012 Bonds shall designate.
In the event that the Book -Entry System is discontinued, the following provisions would also
apply: (i) the 2012 Bonds will be made available in physical form, (ii) principal of, and redemption
premiums if any, on the 2012 Bonds will be payable upon surrender thereof at the trust office of the Fiscal
Agent identified in the Fiscal Agent Agreement, and (iii) the 2012 Bonds will be transferable and
exchangeable as provided in the Fiscal Agent Agreement.
The Authority and the Fiscal Agent 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 2012 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 2012
Bonds; (111) the delivery of any notice which is permitted or required to be given to registered owners
under the Fiscal Agent Agreement; (iv) the selection by DTC or any DTC Participant of any person to
receive payment in the event of a partial redemption of the 2012 Bonds; (v) any consent given or other
action taken by DTC as registered owner; or (vi) any other matter arising with respect to the 2012 Bonds
or the Fiscal Agent Agreement. The Authority and the Fiscal Agent cannot and do not give any
assurances that DTC, DTC Participants or others will distribute payments of principal of or interest on
the 2012 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 Authority and the Fiscal Agent 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 2012 Bonds or any error or delay relating thereto.
F-3
APPENDIX G
BOUNDARY MAP OF THE COMMUNITY FACILITIES DISTRICT
Preliminary Official Statement for Wolf Creek
PRELIMINARY OFFICIAL STATEMENT DATED JULY, 2012
NEW ISSUE RATING: NOT RATED _
(See `BATING" herein.)
In the opinion of Quint & Thimmig LLP, San Francisco. California, Bond Counsel, subject, however, to certain qualifications
described herein, under existing law, the interest on the 2012 Bonds is excludable from gross income of the owners thereoffor federal income
tax purposes and is not included as an item of tax preference in computing the federal 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 the further opinion of Bond Counsel, such interest is exempt from
California personal income taxes. See "LEGAL MATTERS— Tax Exemption" herein.
$24,960,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2012 SPECIAL TAX REFUNDING BONDS
Dated: Date of Delivery Due: September 1, as on the inside cover
The Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding
Bonds (the "2012 Bonds") are being issued under the Mello -Roos Community Facilities Act of 1982, Article 1 I, commencing with Section
53580, of Chapter 3 of Part I of Division 2 of Title 5 of the California Government Code and a Fiscal Agent Agreement, dated as of
August 1, 2012, by and between the Temecula Public Financing Authority (the "Authority") and U.S. Bank National Association, as Fiscal
Agent, and are payable from proceeds of Special Taxes (as defined herein) levied on property within the Temecula Public Financing
Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District") according to the rate and method of apportionment of
special tax approved by the qualified electors of the District and by the Board of Directors of the Authority, acting as the legislative body
of the District.
The 2012 Bonds are being issued (i) to fund, together with other available moneys, the defeasance and redemption of the
Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the "Prior Bonds"),
(ii) to pay the costs of issuing the 2012 Bonds and (iii) to establish a Reserve Fund for the 2012 Bonds. See "PLAN OF FINANCE" and
"ESTIMATED SOURCES AND USES OF FUNDS" herein.
Interest on the 2012 Bonds is payable on March I, 2013, and semi-annually thereafter on March 1 and September 1. The 2012
Bonds will be issued in denominations of $5,000 or integral multiples in excess thereof. The 2012 Bonds, when delivered, will be initially
registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as
securities depository for the 2012 Bonds as described herein under "THE 2012 BONDS — Book -Entry and DTC."
The 2012 Bonds are subject to optional redemption, mandatory redemption from prepayments of Special Taxes and mandatory
sinking payment redemption as described herein.
THE 2012 BONDS, TIIE INTEREST THEREON, AND ANY PREMIUM PAYABLE ON THE REDEMPTION OF
ANY OF THE 2012 BONDS, ARE NOT AN INDEBTEDNESS OF THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT
SET FORTH IN THE FISCAL AGENT AGREEMENT), THE STATE OF CALIFORNIA (THE "STATE") OR ANY OF ITS
POLITICAL SUBDIVISIONS, AND NEITHER THE AUTIIORITY (EXCEPT TO THE LIMITED EXTENT SET FORTH IN
TIIF. FISCAL AGENT AGREEMENT), THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE FOR THE
2012 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE DISTRICT
(EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCAL AGENT AGREEMENT) OR THE STATE OR ANY
POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2012 BONDS. OTHER THAN THE
SPECIAI. TAXES LEVIED WITHIN THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2012
BONDS. TIIE 2012 BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY BUT ARE LIMITED
OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN
TIIE FISCAL AGENT AGREEMENT.
This cover page contains certain information for quick reference only. It is not a sunonary of the issue. Potential investors
must read the entire Official Statement to obtain information essential to the making of an Informed investment decision with respect to
the 2012 Bonds. Investment in the 2012 Bonds involves risks which may not be appropriate for some investors. See "BONDOWNERS'
RISKS" herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the 2012 Bonds.
MAI URI IY SCHL•Ul1LE
(See Inside Cover)
Please refer to the inside cover page for a summary of the principal amounts, interest rates, reoffering yields and CUSIP®
numbers for the 2012 Bonds.
The 2012 Bonds arc offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by
Quint & Thimmig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. McFarlin & Anderson LLP,
Laguna Hills, Califomia is acting as Disclosure Counsel. Certain legal matters will be passed on for the Authority and the District by
Richards, Watson & Gershon, A Professional Corporation, Los Angeles, Cali fomia, acting as general counsel to the Authority, and for the
Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2012
Bonds, in book -entry form, will be available through the facilities of DTC on or about August _, 2012.
STONE & YOUNGBERG
A DIVISION OF STIFEI. NICOLAUS
• Preliminary, subject to change.
Dated: [July 1 2012
MATURITY SCHEDULE
$24,960,000'
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2012 SPECIAL TAX REFUNDING BONDS
$ Serial Bonds
Base CUSIP® No.
Maturity Principal Interest CUSIP® Maturity. Principal Interest CUSIP®
(September I) Amount Rate Price No. (September I Amount Rate Price No
2013 $ % % 2020 $ % %
2014 2021
2015 2022
2016 2023
2017 2024
2018 2025
2019
$ % Term Bonds due September 1. 20 Yield % CUSIPt No.
S % Term Bonds due September I. 2034 Yield % CUSIPt No.
CUSIP' A registered trademark of the American Bankers Association. Copyright 0 1999-2012 Standard & Poor's, a
Division of The McGraw -Dill Companies, Inc. CUSIP® data herein is provided by Standard & Poor's CUSIP® Service
13urcau. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP®
Service Burcau. CUSIP® numbers are provided for convenience of reference only. The Authority. the District and the
Underwriter take no responsibility for the accuracy of such numbers.
Preliminary, subject to change.
TEMECULA PUBLIC FINANCING AUTHORITY
BOARD OF DIRECTORS
Charles W. Washington, Chairperson
Jeff Comerchero, Member
Maryann Edwards, Member
Michael S. Naggar, Member
Ron Roberts, Member
AUTHORITY/CITY STAFF
Bob Johnson, Executive Director and City Manager of the City of Temecula
Genie Wilson, Authority Treasurer and Chief Financial Officer of the City of Temecula
Susan Jones, Authority Secretary and City Clerk of the City of Temecula
SPECIAL SERVICES
Bond Counsel
Quint & Thimmig LLP
San Francisco, California
Authority Counsel
Richards, Watson & Gershon
A Professional Corporation
Los Angeles, California
Disclosure Counsel
McFarlin & Anderson LLP
Laguna Hills, California
Special Tax Consultant
Willdan Financial Services
Temecula, California
Financial Advisor to the Authority
Fieldman, Rolapp & Associates
Irvine, California
Fiscal Agent and Escrow Agent
U.S. Bank National Association
Los Angeles, Califomia
GENERAL INFORMATION ABOUT THE OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of
the 2012 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 2012 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
Authority, in any press release by the Authority and in any oral statement made with the approval of an authorized
officer of the Authority 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 Authority or any other entity described or referenced herein since the
date hereof. The Authority 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 Authority to
give any information or to make any representations in connection with the offer or sale of the 2012 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 Authority or the Underwriter. This Official Statement does not constitute an
offer to sell or the solicitation of an offer to buy any 2012 Bonds nor shall there be any sale of the 2012 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 2012 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 2012 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.
TI -IE 2012 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 2012 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES LAWS OF ANY STATE.
TABLE OF CONTENTS
INTRODUCTION 1
General 1
The Authority
The Community Facilities District
Purpose of the 2012 Bonds 2
Sources of Payment for the 2012 Bonds 2
Assessed Values 3
Tax Exemption 3
Risk Factors Associated with Purchasing the
2012 Bonds 4
Forward Looking Statements 4
Professionals Involved in the Offering 4
Other Information 5
CONTINUING DISCLOSURE 5
PLAN OF FINANCE 5
ESTIMATED SOURCES AND USES OF
FUNDS 6
THE 2012 BONDS 6
Description of the 2012 Bonds 6
Debt Service Schedule 8
Terms of Redemption 9
Transfer and Exchange of Bonds 11
Book -Entry and DTC 12
SECURITY FOR THE 2012 BONDS 12
General 12
Special Taxes 12
Rate and Method 13
Special Taxes and the Teeter Plan 17
Proceeds of Foreclosure Sales 17
Special 'fax Fund 18
Bond Fund 19
Reserve Fund 20
Administrative Expense Fund 20
Investment of Moneys in Funds 21
Additional Bonds for Refunding Purposes
Only 21
THE AUTHORITY 21
Authority for Issuance 21
THE COMMUNITY FACILITIES
DISTRICT 22
General 22
Special Tax Levy by Land Use Category 24
Special Tax Collections 25
Property Ownership 26
Estimated Assessed Values 26
Direct and Overlapping Debt 28
Overlapping Assessment and Community
Facilities Districts 30
Other Overlapping Direct Assessments 30
Estimated Value -to -Lien Ratios 30
BONDOWNERS' RISKS 34
Risks of Real Estate Secured Investments
Generally 34
Special Taxes Are Not Personal Obligations34
The 2012 Bonds Are Limited Obligations of
the Authority for the District 34
Property Values 34
Burden of Parity Liens, Taxes and Other
Special Assessments on the Taxable Property35
Economic Uncertainty 36
Disclosure to Future Purchasers 36
Government Approvals 36
Local, State and Federal Land Use
Regulations 36
Endangered and Threatened Species 37
Hazardous Substances 37
State Budget 38
Levy and Collection of the Special Tax;
Insufficiency of the Special Tax 38
Exempt Properties 39
Depletion of Reserve Fund 39
Potential Delay and Limitations in
Foreclosure Proceedings 40
Bankruptcy and Foreclosure Delay 41
Payments by FDIC and Other Federal
Agencies 41
Payment of Special Tax Not a Personal
Obligation of the Property Owners 43
Factors Affecting Parcel Values and
Aggregate Value 43
No Acceleration Provisions 44
Collection of Special Tax 44
Right to Vote on Taxes Act 44
Ballot Initiatives and Legislative Measures45
Limited Secondary Market 45
Loss of Tax Exemption 45
IRS Audit of Tax -Exempt Bond Issues 46
Impact of Legislative Proposals,
Clarifications of the Code and Court
Decisions on Tax Exemption 46
Limitations on Remedies 46
LEGAL MATTERS 46
Legal Opinion 46
Tax Exemption 47
No Litigation 47
No General Obligation of the Authority or the
District 47
NO RATINGS 48
UNDERWRITING 48
PROFESSIONAL FEES. 48
MISCELLANEOUS 48
APPENDIX A — General Information About
the City of Temecula A -I
APPENDIX B — Rate and Method of
Apportionment of Special Tax Temecula
Public Financing Authority Community
Facilities District No. 03-03 (Wolf Creek) B -I
APPENDIX C — Summary of Certain
Provisions of the Fiscal Agent Agreement C -I
APPENDIX D — Form of Authority
Continuing Disclosure Agreement D -I
APPENDIX E — Form of Opinion of Bond
Counsel E-1
APPENDIX F— Book -Entry System F -I
APPENDIX G — Boundary Map of the
Community Facilities District G-1
REGIONAL LOCATION MAP
[Regional Map to be provided by Stone & Youngberg]
AERIAL MAP
[Aerial Map provided by the City with text by S&Y]
OFFICIAL STATEMENT
$24,960,000*
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2012 SPECIAL TAX REFUNDING 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 by, more complete and detailed information contained in the entire Official
Statement, including the cover page and appendices hereto, and the documents summarized or described
herein. A full review should be made of the entire Official Statement. The offering of the 2012 Bonds to
potential investors is made only by means of the entire Official Statement.
General
This Official Statement, including the cover page and appendices hereto, is provided to furnish
information regarding the issuance and sale by the Temecula Public Financing Authority (the
"Authority"), on behalf of the Temecula Public Financing Authority Community Facilities District No.
03-03 (Wolf Creek) (the "District" or the "Community Facilities District") of $24,960,000' aggregate
principal amount of the Temecula Public Financing Authority Community Facilities District No. 03-03
(Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds").
The 2012 Bonds are issued pursuant to the Act (as defined below), Article 11, commencing with
Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the
"Refunding Law") and a Fiscal Agent Agreement, dated as of August 1, 2012 (the "Fiscal Agent
Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank National
Association, as Fiscal Agent (the "Fiscal Agent"). See "THE AUTHORITY — Authority for Issuance"
herein. The Authority may issue additional bonds secured on a parity with the 2012 Bonds for refunding
purposes only. The 2012 Bonds and any parity bonds are referred to herein as the "Bonds."
Capitalized terms used in this Official Statement and not otherwise defined herein have the
meanings given such terms in the Fiscal Agent Agreement, some of which are set forth in Appendix C
hereto "Summary of Certain Provisions of the Fiscal Agent Agreement."
The Authority
The Authority was formed on April 10, 2001, pursuant to a Joint Exercise of Powers Agreement
between the City of Temecula, California (the "City") and the Redevelopment Agency of the City of
Temecula, in accordance with Articles 1 through 4 (commencing with Section 6500) of Chapter 5,
Division 7, Title 1 of the Government Code of the State of California. See "THE AUTHORITY" and
"THE COMMUNITY FACILITIES DISTRICT."
The Community Facilities District
The District was formed and established by the Board of Directors of the Authority on October
28, 2003, pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et
seq. of the California Government Code, and referred to herein as the "Act"), following a public hearing
and a landowner election at which the then qualified electors of the District, by more than a two-thirds
Preliminary, subject to change.
vote, authorized the District to incur bonded indebtedness in the aggregate not -to -exceed amount of
$33,000,000 and approved the levy of a Special Tax A (the "Special Tax") on certain real property
located in the District for the payment of debt service or acquisition of public improvements. The voters
also approved the levy of a Special Tax B to pay costs relating to the maintenance of a flood control
channel.
Once duly established, a community facilities district is a legally constituted governmental entity
established for the purpose of financing specific facilities and services within defined boundaries. Subject
to approval by a two-thirds vote of the qualified voters within a community facilities district and
compliance with the provisions of the Act, a community facilities district may issue bonds and may levy
and collect special taxes to repay such bonded indebtedness and interest thereon.
The District is located at the south end of Temecula along the northeast side of Pechanga
Parkway, extending southeast from Loma Linda Road to Deer Hollow Way, just under a mile south of
Temecula Parkway and just over a mile east of the Interstate 15 Freeway. The District is a master -
planned community of approximately 557 acres with approximately 1,778 residential lots constituting
Developed Property under the Rate and Method.
In addition, there are approximately 20 acres of vacant land permitted to be developed for
commercial uses and 1.6 acres of vacant land permitted to be developed for residential purposes (all of
which is classified as "Undeveloped Property" under the Rate and Method, elementary and middle
schools, an approximately 43 -acre sports park, an approximately 6 -acre neighborhood park, three park
activity nodes along Wolf Creek Drive, paseos, a recreation center, a library and a fire station.
Purpose of the 2012 Bonds
The 2012 Bonds are being issued (i) to fund, together with other available moneys, the
defeasance and redemption of the Temecula Public Financing Authority Community Facilities District
No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the "Prior Bonds"), (ii) to pay the costs of issuing the
2012 Bonds and (iii) to establish a Reserve Fund for the 2012 Bonds. See "PLAN OF FINANCE" herein.
Sources of Payment for the 2012 Bonds
The Bonds are secured by and payable from a first pledge of "Special Tax Revenues," other than
the first Special Tax Revenues collected by the Authority in any fiscal year, in an amount equal to the
portion of such fiscal year's Special Tax A levy for Administrative Expenses in an amount not to exceed,
in any fiscal year $35,000, which are to be deposited to the Administrative Expense Fund. "Special Tax
Revenues" is defined in the Fiscal Agent Agreement as the proceeds of the Special Tax A received by the
Authority, including any scheduled payments thereof and any prepayments thereof, interest thereon and
proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special
Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" do not include any
penalties collected in connection with delinquent Special Taxes which amounts niay be forgiven or
disposed of by the Authority in its discretion, and if collected, will be used in a manner consistent with
the Act. "Special Taxes" are defined in the Fiscal Agent Agreement as the Special Tax A levied within
the District pursuant to the Act, the ordinance adopted by the legislative body of the District providing for
the levy of the Special Taxes and the Fiscal Agent Agreement. The Special Taxes will be levied in
accordance with the Rate and Method of Apportionment of Special Tax (the "Rate and Method")
recorded as a lien on the Property pursuant to the Notice of Special Tax Lien. Under the Fiscal Agent
Agreement, Special Tax Revenues include amounts levied to pay Administrative Expenses. In
accordance with the Fiscal Agent Agreement, such amounts will not be paid to the Fiscal Agent, but will
be deposited in the Administrative Expense Fund held by the Treasurer and such amounts are not pledged
to the payment of the 2012 Bonds.
2
Pursuant to the Act, the Rate and Method, the Resolution of Formation (as defined herein) and the
Fiscal Agent Agreement, so long as any Bonds are outstanding, the Authority will annually levy the
Special Tax against the land within the District not exempt from Special Taxes under the Act and the Rate
and Method ("Taxable Property") in accordance with the proceedings for the authorization and issuance
of the Bonds and the Rate and Method, to make provision for the collection of the Special Tax in amounts
which will be sufficient to (a) (i) pay debt service due on all Bonds, for the calendar year that commences
in such Fiscal Year; (ii) pay Administrative Expenses; and (iii) pay any amounts required to replenish any
bond or interest reserve funds for any Outstanding Bonds; less (b) a credit for funds available to reduce
the annual Special Tax levy under the Fiscal Agent Agreement. See "SECURITY FOR THE 2012
BONDS — Special Taxes and the Teeter Plan" herein.
The Rate and Method exempts from the Special Tax up to 33 acres of Public School District
Property and up to 232 acres of Public Property and/or Property Owner's Association Property of the
District. In Fiscal Year 2012-13, there are 32.45 acres of Public School District Property, approximately
72.18 acrcs of Public Property and approximately 34.63 acres of Property Owner's Association Property
within the District. See "SECURITY FOR THE 2012 BONDS — Rate and Method" and
"BONDOWNERS' RISKS — Exempt Properties.
The Authority has also covenanted in the Fiscal Agent Agreement to cause foreclosure
proceedings to be commenced and prosecuted against certain parcels with delinquent installments of the
Special Tax. For a more detailed description of the foreclosure covenant, see "SECURITY FOR THE
2012 BONDS — Proceeds of Foreclosure Sales."
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
AUTHORITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN)
OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO
THE PAYMENT OF THE 2012 BONDS. OTHER THAN THE SPECIAL TAXES OF THE
DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2012 BONDS. THE 2012
BONDS ARE NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE DISTRICT,
BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT PAYABLE
SOLELY FROM THE SOURCES PROVIDED IN THE FISCAL AGENT AGREEMENT.
Assessed Values
The gross assessed valuation of the taxable property in the District for Fiscal Year 2011-12, plus
an estimated $6,318,500 additional value from 17 new homes sold since April 1, 201 I] is $571,853,986,
which is approximately (a) [22.91]• times the sum of the principal amount of the 2012 Bonds and (b)
[10.84]. times the gross combined overlapping tax and assessment debt as set forth in Table 7. This gross
assessed valuation may not be representative of the actual market value of property in the District because
Article XIIIA of the California Constitution limits any increase in assessed value to no more than 2% a
year unless a property is sold or transferred. See "THE COMMUNITY FACILITIES DISTRICT —
Estimated Assessed Value -to -Lien Ratios" and "BONDOWNERS' RISKS — Land Values."
Tax Exemption
In the opinion of Bond Counsel, subject, however, to certain qualifications described herein,
under existing law, interest on the 2012 Bonds is excludable from gross income of the Bondowners
thereof for federal income tax purposes and is not included as an item of tax preference in computing the
federal alternative minimum tax for individuals and corporations under the Internal Revenue Code of
'Preliminary, subject to change.
3
1986, as amended, but is taken into account in computing an adjustment used in determining the federal
altemative minimum tax for certain corporations. In the further opinion of Bond Counsel, such interest is
exempt from California personal income taxes. Bond Counsel expresses no opinion regarding any other
tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the
2012 Bonds. See "LEGAL, MM I ERS — Tax Exemption" herein.
Risk Factors Associated with Purchasing the 2012 Bonds
Investment in the 2012 Bonds involves risks that may not be appropriate for some investors. See
the section of this Official Statement entitled "BONDOWNERS' RISKS" for a discussion of certain risk
factors which should be considered, in addition to the other matters set forth herein, in considering the
investment quality of the 2012 Bonds.
Forward Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute
"forward-looking statements" within the meaning of the United States 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 generally
identifiable by the terminology used such as "plan," "expect," "estimate," "project," "budget" or similar
words. Such forward-looking statements include, but are not limited to certain statements contained in the
information under the caption "THE COMMUNITY FACILITIES DISTRICT" herein.
•
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED
IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,
PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. NEITIIER THE AUTHORITY NOR THE DISTRICT
PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING
STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.
Professionals Involved in the Offering
U.S. Bank National Association, Los Angeles, California, will serve as the fiscal agent, paying
agent, registrar and authentication and transfer agent for the 2012 Bonds, and will perform the other
functions required of it under the Fiscal Agent Agreement. Quint & Thimmig LLP, San Francisco,
California, is serving as Bond Counsel to the Authority. McFarlin & Anderson LLP, Laguna Hills,
California, is acting as Disclosure Counsel to the Authority. Stradling Yocca Carlson & Routh, Newport
Beach, California, is acting as Underwriter's Counsel.
Bond Counsel and Disclosure Counsel have served and continue to serve as counsel to the
Underwriter in other transactions.
Willdan Financial Services, Temecula, California, acted as Special Tax Consultant for the
Authority. Fieldman, Rolapp and Associates, Irvine, California, acts as Financial Advisor to the
Authority.
Payment of the fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor,
the Fiscal Agent, the Underwriter and the Special Tax Consultant is contingent upon the sale and delivery
of the 2012 Bonds. Payment of the fees and expenses of the rating agency is not contingent upon the sale
and delivery of the 2012 Bonds.
4
Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject
to change. Brief descriptions of the 2012 Bonds, certain sections of the Fiscal Agent Agreement, security
for the 2012 Bonds, special risk factors, the Authority, the District and other information are included in
this Official Statement. Such descriptions and information do not purport to be comprehensive or
definitive. The descriptions herein of the 2012 Bonds, the Fiscal Agent Agreement, and other resolutions
and documents are qualified in their entirety by reference to the complete texts of the 2012 Bonds, the
Fiscal Agent Agreement, such resolutions and other documents. All such descriptions are further qualified
in their entirety by reference to laws and to principles of equity relating to or affecting generally the
enforcement of creditors' rights. Copies of such documents may be obtained upon written request from
the Temecula Public Financing Authority, 41000 Main Street, Temecula, California 92590 Attention:
Treasurer. The Authority may charge for copying and mailing any documents requested.
CONTINUING DISCLOSURE
The Authority. The Authority has covenanted for the benefit of the owners of the 2012 Bonds to
provide annually certain financial information and operating data relating to the 2012 Bonds, the District,
ownership and development of the property in the District which is subject to the Special Tax, the
occurrence of delinquencies in payment of the Special Tax, and the status of foreclosure proceedings, if
any, respecting Special Tax delinquencies (the "Authority Annual Report"), and to provide notice of the
occurrence of certain enumerated events. The Authority Annual Report is to be provided by the Authority
not later than eight months after the end of the Authority's fiscal year (which currently would be
March I), commencing with the report due March 1, 2013. The Authority, the City and related entities
have never failed to comply in all material respects with any previous undertakings with regard to
Securities and Exchange Commission Rule 15c2 -12(b)(5) (the "Rule") to provide annual reports or
notices of material events. [Confirm; discuss documentation of review of timing and content of filings for
all City, RDA and Authority financings.]
Filing of Annual Reports; Forms of Reports. Each Authority Annual Report will be filed by the
Special Tax Consultant, as dissemination agent for the Authority with the Electronic Municipal Market
Access System (EMMA) of the Municipal Securities Rulemaking Board. These covenants have been
made in order to assist the Underwriter in complying with the Rule; provided, however, a default under
the Authority Continuing Disclosure Agreement will not, in itself, constitute a default under the Fiscal
Agent Agreement, and the sole remedy under the Authority Continuing Disclosure Agreement in the
event of any failure of the Authority to comply with the Authority Continuing Disclosure Agreement will
be an action to compel performance. For a complete listing of items of information which will be
provided in the Authority Annual Reports, see APPENDIX D — "Form of Authority Continuing
Disclosure Agreement."
PLAN OF FINANCE
Current Refunding of Prior Bonds. A portion of the proceeds of the 2012 Bonds will be
deposited into an escrow fund established under an escrow agreement, dated as of August 1, 2012 (the
"Escrow Agreement"), by and between the Authority and U.S. Bank National Association, as escrow
agent (the "Escrow Agent"). Amounts deposited under the Escrow Agreement will be held in cash
uninvested in an amount sufficient to pay on September 1, 2012, (i) the interest due on the Prior Bonds,
(ii) the principal of the Prior Bonds maturing on September 1, 2012 and (iii) the principal of the Prior
Bonds maturing on and after September 1, 2013, at a redemption price equal to 102% of the principal
5
amount of such Prior Bonds. As a result of the deposit and application of funds as provided for in the
Escrow Agreement, the obligation to make payments of the principal of and interest on the Prior Bonds
will be defeased as of the closing date.
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds from the sale of the 2012 Bonds will be deposited into the respective accounts and
funds established by the Authority under the Fiscal Agent Agreement, as follows:
(I)
Sources:
Principal Amount of 2012 Bonds
Other Available Funds
Less: Underwriter's Discount
Total Sources
Uses:
Deposit into Refunding Fund
Deposit into Improvement Fund
Deposit into Reserve Fund
Deposit into Costs of Issuance Fund Itl
(Deposit into Special Tax Fundl
Deposit into Administrative Expense Fund
Total Uses $
Includes, among other things, the fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor, the
Special 'fax Consultant and the Fiscal Agent, the escrow agent, the cost of printing the Preliminary and final Official
Statements and reimbursement to the Authority.
THE 2012 BONDS
Description of the 2012 Bonds
The 2012 Bonds will be dated their date of delivery and will bear interest at the rates per annum
set forth on the inside cover page hereof, payable semi-annually on each March 1 and September 1,
commencing on March 1, 2013 (each an "Interest Payment Date"), and will mature in the amounts and on
the dates set forth on the inside cover page hereof. The 2012 Bonds will be issued in fully registered form
in denominations of $5,000 each or any integral multiple thereof and when delivered, will be registered in
the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York.
DTC will act as securities depository for the 2012 Bonds. Ownership interests in the 2012 Bonds may be
purchased in book -entry form only, in denominations of $5,000 or any integral multiple thereof within a
single maturity. So long as the 2012 Bonds are held in book -entry form, principal of, premium, if any, and
interest on the 2012 Bonds will be paid directly to DTC for distribution to the beneficial owners of the
2012 Bonds in accordance with the procedures adopted by DTC. See "THE 2012 BONDS — Book -Entry
and DTC." In the event that the 2012 Bonds are not registered in the name of Cede & Co., as nominee of
DTC or another eligible depository, both the principal and redemption price, including any premium, of
the 2012 Bonds shall be payable by check in lawful money of the United States of America upon
surrender of the 2012 Bonds at the principal office of the Fiscal Agent as specified in the Fiscal Agent
Agreement; and interest on the 2012 Bonds (including the final interest payment upon maturity or earlier
redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first-class
mail to the registered owner thereof at such registered owner's address as it appears on the Bond Register
maintained by the Fiscal Agent at the close of business on the fifteenth day of the month next preceding
the month of the applicable Interest Payment Date, whether or not such day is a Business Day (the
6
"Record Date"), or by wire transfer to an account within the United States made on such Interest Payment
Date upon written instructions of any Bondowner of $1,000,000 or more in aggregate principal amount of
2012 Bonds received before the applicable Record Date, which instructions shall continue in effect until
revoked in writing, or until such 2012 Bonds are transferred to a new Bondowner.
The registered owner of any 2012 Bond will be the person or persons in whose name or names a
2012 Bond is registered on the registration books kept for that purpose by the Fiscal Agent in accordance
with the terms of the Fiscal Agent Agreement (initially being DTC with respect to all of the 2012 Bonds).
So long as the 2012 Bonds are in book -entry only form, all references in this Official
Statement to the owners or holders of the 2012 Bonds mean DTC and not the Beneficial Owners.
The 2012 Bonds will bear interest at the rates set forth on the cover hereof payable on the Interest
Payment Dates in each year. Interest will be calculated on the basis of a 360 -day year comprised of
twelve 30 -day months. Each 2012 Bond shall bear interest from the Interest Payment Date next preceding
the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event
it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date (as defined above) preceding such
Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall
bear interest from the date of issuance of the 2012 Bonds; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest
Payment Date to which interest has previously been paid or made available for payment thereon.
The principal of, and interest and premium, if any, payable on the 2012 Bonds will be payable
when due, by wire transfer of the Fiscal Agent to DTC, which will in turn remit such principal, interest
and premium, if any, to its Participants (as described in APPENDIX F — "Book -Entry System"), which
Participants will in turn remit such principal, interest and premium, if any, to the Beneficial Owners (as
defined in APPENDIX F— "Book -Entry System") of the 2012 Bonds as described in APPENDIX F —
"Book -Entry System."
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Debt Service Schedule
The following table presents the annual debt service on the 2012 Bonds (including sinking fund
redemptions), assuming that there are no optional redemptions or mandatory redemptions from
prepayments of Special Taxes.
Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Debt Service Schedule
2012
Year Ending Bonds Debt
September 1 Principal Interest Service
2013 $ $ $
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
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Terms of Redemption
The 2012 Bonds are subject to redemption upon the circumstances, on the dates and at the prices
set forth as follows.
Optional Redemption. The 2012 Bonds maturing on and after September 1, 20_ are subject to
optional redemption prior to their stated maturity on any interest Payment Date occurring on or after
September 1, 20_, as a whole, or in part among maturities so as to maintain substantially level debt
service on the Bonds and by lot within a maturity, at a redemption price (expressed as a percentage of the
principal amount of the 2012 Bonds to be redeemed), as set forth below, together with accrued interest
thereon to the date fixed for redemption:
Redemption Date
September 1, 20_ and March 1, 20
September 1, 20_ and March 1, 20_
September 1, 20_ and any Interest Payment
Date thereafter
Redemption Price
I0_%
Mandatory Sinking Payment Redemption. The 2012 Bonds maturing on September 1, 20_, are
subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1
thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed,
together with accrued interest to the date fixed for redemption, without premium, from sinking payments
as follows:
Redemption Date
(September I)
20
20_ (maturity)
Sinking Payments
The 2012 Bonds maturing on Se