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AGENDA
TEMECULA CITY COUNCIL
REGULAR MEETING
CITY COUNCIL CHAMBERS
41000 MAIN STREET
TEMECULA, CALIFORNIA
OCTOBER 25, 2016 – 7:00 PM
At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can
be considered and acted upon prior to 10:00 P.M. and may continue all other items on which
additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M.
6:00 PM - 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. The City Council will meet in closed
session pursuant to Government Code Section 54956.8 regarding four parcels of
real property owned by the City of Temecula, as successor to the assets of the
Redevelopment Agency of the City of Temecula, consisting of approximately
1 acre (APN 922-360-004, 005, 006 & 007) located on Main Street at Mercedes
Street in the City of Temecula. The parties to the negotiations for the potential
sale of the property are: Marketplace Old Town, LLC (Truax Development) and
the City of Temecula. Negotiators for the City of Temecula are: Aaron Adams,
Greg Butler, and Luke Watson. Under negotiation are price and terms for the sale
of the property.
2. Conference With Legal Counsel—Pending Litigation. The City Council will meet
in closed session with the City Attorney pursuant to Government Code Section
54956.9(d)(1) with respect to the following matter of pending litigation: Los
Ranchitos Homeowners Association v. City of Temecula, Riverside County
Superior Court No. RIC1512880.
Next in Order:
Ordinance: 16-10
Resolution: 16-60
CALL TO ORDER: Mayor Mike Naggar
Prelude Music: Gina Wingfield
Invocation: Reverend Andrew J. Lesko of the St. Nicholas Greek Orthodox Church
of Temecula Valley
Flag Salute: To Be Announced
ROLL CALL: Comerchero, Edwards, McCracken, Rahn, Naggar
1
PRESENTATIONS/PROCLAMATIONS
Presentation of Certificates of Achievement to Brandon Beltran and Sam Holloway of
Troop #334 for Attaining Eagle Scout Rank
Presentation of Certificate of Appreciation to Chaparral High School Platinum Sound
and Emerald Guard
Presentation of Certificate of Recognition to Mercedes-Benz of Temecula for Receiving
the Best of the Best Dealer Recognition Award
PUBLIC COMMENTS
A total of 30 minutes is provided for members of the public to 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 may 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
may 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.
1 Waive Reading of Standard Ordinances and Resolutions
RECOMMENDATION:
1.1
That the City Council waive the reading of the text of all standard ordinances and
resolutions included in the agenda except as specifically required by the
Government Code.
2
2 Approve the Action Minutes of October 11, 2016
RECOMMENDATION:
2.1 That the City Council approve the action minutes of October 11, 2016.
3 Approve the List of Demands
RECOMMENDATION:
3.1 That the City Council adopt a resolution entitled:
RESOLUTION NO. 16-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS
AS SET FORTH IN EXHIBIT A
4 Adopt Ordinance 16-09 Adding Chapter 9.65, Prohibition Against Certain Forms of
Solicitation, Lingering and Loitering on Medians, to the Temecula Municipal Code
(Second Reading)
RECOMMENDATION:
4.1 That the City Council adopt an ordinance entitled:
ORDINANCE NO. 16-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADDING CHAPTER 9.65, PROHIBITION
AGAINST CERTAIN FORMS OF SOLICITATION, LINGERING
AND LOITERING ON MEDIANS, TO THE TEMECULA
MUNICIPAL CODE
5 Approve a Three -Year Microsoft Enterprise Renewal Agreement with Softchoice
Corporation for Microsoft Software Licenses
RECOMMENDATION:
5.1 Approve a three-year Microsoft Enterprise Renewal Agreement with Softchoice
Corporation, in the annual amount of $74,639.87, for a total contract amount of
$223,919.61 subject to the annual True -up cost as described in
Recommendation 2;
5.2 Approve 20% of the total contract ,in the amount of $44,783.92 ,for the annual
True -up cost for the term of the three-year agreement;
5.3 Approve the True -up cost of $10,910.68 for the last year of the five-year
agreement with SoftwareOne.
3
6 Receive Temporary Street Closures for 2016 Winterfest Events
RECOMMENDATION:
6.1 That the City Council receive and file the following proposed action by the City
Manager:
Temporarily close certain streets for the following 2016 Winterfest Events:
OLD TOWN CHRISTMAS TREE INSTALL
TEMECULA ON ICE
SANTA'S ELECTRIC LIGHT PARADE
WINTER WONDERLAND
7 Approve the Plans and Specifications, and Authorize Solicitation of Construction Bids for
Sam Hicks Monument Park Playground Enhancement, PW12-20
RECOMMENDATION:
7.1 Approve the Plans and Specifications, and Authorize the Department of Public
Works to Solicit Construction Bids for the Sam Hicks Monument Park
Playground Enhancement, PW12-20;
7.2 Make a finding that this project is exempt from CEQA pursuant to Categorical
Exemption, Section 15301 Class 1(c), Existing Facilities.
8 Approve the Plans and Specifications, and Authorize Solicitation of Construction Bids for
Old Town Sidewalks Improvement Project, PW15-06
RECOMMENDATION:
8.1 Approve the Plans and Specifications, and Authorize the Department of Public
Works to Solicit Construction Bids for the Old Town Sidewalks Improvement
Project, PW15-06;
8.2 Make a finding that this project is exempt from CEQA pursuant to Article 19,
Categorical Exemption, Section 15301, Existing Facilities, of the CEQA
Guidelines.
9 Approve the Cooperative Work Agreement (CWA) Extension Request with Caltrans for
the Highway Bridge Program Funding for Main Street Bridge Over Murrieta Creek
(Replacement), PW03-05
RECOMMENDATION:
9.1 That the City Council approve the Cooperative Work Agreement (CWA)
Extension Request of the Agency -State Agreement No. 08-5459R, Program
Supplement Agreement No. 014-N, with Caltrans for the Highway Bridge
Program Funding for Main Street Bridge Over Murrieta Creek (Replacement),
PW03-05.
4
10 Approve Amendment No. 1 to an Existing Agreement, and a New Agreement with the
Riverside County Transportation Commission (RCTC) for the Use of Transportation
Uniform Mitigation Fee (TUMF) - Regional Community Environmental Transportation
Acceptability Process (CETAP) Funding for the French Valley Parkway Interchange —
Phase I, Project PW07-04, and Phase II, Project PW16-01
RECOMMENDATION:
10.1 Approve Amendment No. 1 to Agreement No. 11-72-036-01 with RCTC to
decrease the TUMF Regional CETAP Corridor Improvement funding for phase 1
of the French Valley Parkway/Interstate 15 Overcrossing and Interchange
Improvement project by $1,472,509;
10.2 Approve Agreement No. 17-73-007-00 with RCTC to provide $1,472,509 in
TUMF Regional CETAP Corridor Improvement funding for phase 2 of the French
Valley Parkway/Interstate 15 Overcrossing and Interchange Improvement
project, PW16-01.
11 Approve the Agreement for Consultant Services with T.Y. Lin International for the
French Valley Parkway Interchange — Phase II, PW16-01
RECOMMENDATION:
Approve the Agreement for Consultant Services with T.Y. Lin International, in the
amount of $3,947,823, for the preparation and development of the plans,
specifications, and estimate for the French Valley Parkway/Interstate 15
Overcrossing and Interchange Improvements — Phase II, PW16-01;
11.2 Authorize the City Manager to approve Extra Work Authorizations not to exceed
the contingency amount of $325,500, which is approximately 8.25% of the
Agreement amount.
********************
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
********************
5
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
Next in Order:
Ordinance: CSD 16-01
Resolution: CSD 16-05
CALL TO ORDER: President Jeff Comerchero
ROLL CALL: DIRECTORS: Edwards, McCracken, Naggar, Rahn, Comerchero
CSD PUBLIC COMMENTS
A total of 30 minutes is provided for members of the public to 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 may 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
may 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.
12 Approve the Action Minutes of October 11, 2016
RECOMMENDATION:
12.1 That the Board of Directors approve the action minutes of October 11, 2016.
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGER REPORT
CSD BOARD OF DIRECTORS REPORTS
6
CSD ADJOURNMENT
Adjourned regular meeting: Tuesday, November 15, 2016, at 5:30 PM, for a Closed Session,
with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
Next regular meeting: Tuesday, December 13, 2016, at 5:30 PM, for a Closed Session, with
regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
7
TEMECULA PUBLIC FINANCING AUTHORITY MEETING
Next in Order:
Ordinance: TPFA 16-02
Resolution: TPFA 16-15
CALL TO ORDER: Chairperson Mike Naggar
ROLL CALL: DIRECTORS: Comerchero, Edwards, McCracken, Rahn, Naggar
TPFA PUBLIC COMMENTS
A total of 15 minutes is provided for members of the public to 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 may 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 may 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.
13 Approve the Action Minutes of October 11, 2016
RECOMMENDATION:
13.1 That the Board of Directors approve the action minutes of October 11, 2016.
TPFA BUSINESS
14 Approve the Issuance of Special Tax Refunding Bonds for Temecula Public Financing
Authority Community Facilities District No. 01-2 (Harveston), and Community Facilities
District No. 03-1 (Crowne Hill)
RECOMMENDATION:
14.1 Adopt a resolution entitled:
8
RESOLUTION NO. TPFA 16-
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. 01-2
(HARVESTON), APPROVING AND DIRECTING THE
EXECUTION OF A FISCAL AGENT AGREEMENT AND
APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
14.2 Adopt a resolution entitled:
RESOLUTION NO. TPFA 16-
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 THIRD SUPPLEMENTAL FISCAL AGENT
AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
TPFA EXECUTIVE DIRECTOR REPORT
TPFA BOARD OF DIRECTORS REPORTS
TPFA ADJOURNMENT
Adjourned regular meeting: Tuesday, November 15, 2016, at 5:30 PM, for a Closed Session,
with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
Next regular meeting: Tuesday, December 13, 2016, at 5:30 PM, for a Closed Session, with
regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
9
SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY — No Meeting
TEMECULA HOUSING AUTHORITY — No Meeting
RECONVENE TEMECULA CITY COUNCIL
CITY COUNCIL BUSINESS
15 Introduce an Ordinance Prohibiting the Possession, Distribution, and Sale of Synthetic
Drugs and Declaring Such Action to be a Public Nuisance (At the Request of Mayor
Naqqar)
RECOMMENDATION:
15.1 That the City Council introduce and read by title only an ordinance entitled:
ORDINANCE NO. 16 -
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADDING CHAPTER 8.56, PSYCHOACTIVE BATH
SALTS, PSYCHOACTIVE HERBAL INCENSE, AND OTHER
SYNTHETIC DRUGS TO THE TEMECULA MUNICIPAL CODE
DEPARTMENTAL REPORTS
16 City Council Travel/Conference Report — October 2016
17 Community Development Department Monthly Report
18 Police Department Monthly Report
19 Public Works Department Monthly Report
BOARD/COMMISSION REPORTS
CITY MANAGER REPORT
CITY ATTORNEY REPORT
ADJOURNMENT
Adjourned regular meeting: Tuesday, November 15, 2016, at 5:30 PM, for a Closed Session,
with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
Next regular meeting: Tuesday, December 13, 2016, at 5:30 PM, for a Closed Session, with
regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street,
Temecula, California.
10
NOTICE TO THE PUBLIC
The agenda packet (including staff reports and public Closed Session information) will be available for public 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 agenda packet may also be accessed on the City's website — www.cityoftemecula.org — and will be
available for public viewing at the respective meeting.
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 viewing 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 questions regarding any item on the agenda for this meeting, please contact the City Clerk's Department, (951) 694-
6444.
11
PRESENTATIONS
City of Temecula
Certificate of Achievement
The City Council of the City of Temecula commends
the outstanding achievement of:
Brandon Beltran
of
Troop #334
We congratulate Brandon for his achievement on receiving the rank of Eagle Scout, which is
the highest achievement earned in Scouting. We are proud of Brandon' s accomplishment
and wish him continued success in his promising and bright future.
IN WITNESS WHEREOF, I have hereunto
affixed my hand and official seal this
twenty-fifth clay of October, 2016.
Michael S. Naggar, Mayor
Randi Johl, City Clerk
City of Temecula
Certificate of Achievement
The City Council of the City of Temecula commends
the outstanding achievement of:
Sam Holioway
of
Troop #334
We congratulate Sam for his achievement on receiving the rank of Eagle Scout, which is the
highest achievement earned in Scouting. We are proud of Sam' s accomplishment and wish
him continued success in his promising and bright future.
IN WITNESS WHEREOF, I have hereunto
affixed my hand and official seal this
twenty-fifth clay of October, 2016.
Michael S. Naggar, Mayor
Randi Johl, City Clerk
City of Temecula
Certficate of Appreciation
Presented on behalf of the City Council and the
Citizens of the City of Temecula to:
Chaparral Hig h School Platinum Sound
and Emerald Guard
We would like to take this opportunity to express our sincere appreciation for sharing your
talent and providing entertainment at the citywide Police Appreciation Blue Ribbon
Campaign event on September 17, 2016 and for performing at various community events.
IN WITNESS WHEREOF, I have hereunto
affixed my hand and official seal this
twenty-fifth day of October, 2016.
Michael S. Naggar, Mayor
Randi Johl, City Clerk
City of Temecula
Certificate of Recognition
Presented on behalf of the City Council and the
citizens of the City of Temecula to:
Mercedes -Benz of Temecula
Mercedes -Benz of Temecula recently earned the Mercedes -Benz Best of the Best Dealer Recognition Award for
outstanding performance in 2015. The dealership ranked among the top 15% of all Mercedes -Benz dealers across
the country. Mercedes -Benz of Temecula was presented the award as recognition of success as an independent
entrepreneur that consistently achieves excellence in new vehicle sales, auto maintenance and repair service, parts
and accessories sales, management and leadership, and customer service and satisfaction.
We congratulate Mercedes -Benz of Temecula on receiving this prestigious award and we appreciate their
commitment to providing outstanding customer support and superior quality luxury vehicles to our community.
IN WITNESS WHEREOF, I have hereunto
affixed my hand and official seal this twenty-
fifth day of October, 2016.
Michael S. Naggar, Mayor
Randi Johl, City Clerk
CITY COUNCIL CONSENT
Item No. 1
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Randi Johl, City Clerk
DATE: October 25, 2016
SUBJECT: Waive Reading of Standard Ordinances and Resolutions
PREPARED BY: Randi Johl, City Clerk
RECOMMENDATION: That the City Council waive the reading of the text of all standard
ordinances and resolutions included in the agenda except as specifically required by the
Government Code.
BACKGROUND: The City of Temecula is a general law city formed under the laws
of the State of California. With respect to adoption of ordinances and resolutions, the City
adheres to the requirements set forth in the Government Code. Unless otherwise required, the
full reading of the text of standard ordinances and resolutions is waived.
FISCAL IMPACT: None
ATTACHMENTS: None
Item No. 2
ACTION MINUTES
TEMECULA CITY COUNCIL
REGULAR MEETING
CITY COUNCIL CHAMBERS
41000 MAIN STREET
TEMECULA, CALIFORNIA
OCTOBER 11, 2016 – 7:00 PM
6:30 PM - The City Council convened in Closed Session in the Canyons Conference Room on
the third floor of the Temecula City Hall concerning the following matters:
Conference with Legal Counsel—Pending Litigation. The City Council will meet in closed
session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with
respect to the following matter of pending litigation: Los Ranchitos Homeowners Association
v. City of Temecula, Riverside County Superior Court No. RIC1512880.
At 6:30 PM Mayor Naggar called the City Council meeting to order and recessed to Closed
Session to consider the matters described on the Closed Session agenda.
The City Council meeting convened at 7:01 PM
CALL TO ORDER: Mayor Mike Naggar
Prelude Music: Noah Stevens
Invocation: Carolyn Lewis of the Temecula Baha'i Community
Flag Salute: Temecula Valley High School Air Force JROTC Cadet Corps
ROLL CALL: Comerchero, Edwards, McCracken, Rahn, Naggar
PRESENTATIONS/PROCLAMATIONS
Presentation of Certificate of Recognition to Temecula Valley High School Air Force
JROTC Cadet Corps Silver Star Community Service with Excellence Award Recipients
Presentation of Domestic Violence Awareness Month Proclamation
Presentation of Greek Food Festival Month Proclamation
PUBLIC COMMENTS
The following individuals addressed the City Council:
• Margaret Meyncke
• John Kelliher
• Kim Kelliher
Action Minutes 101116 1
CITY COUNCIL REPORTS
CONSENT CALENDAR
1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff
Recommendation (5-0) Council Member McCracken made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected approval
by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
1.1
That the City Council waive the reading of the text of all standard ordinances and
resolutions included in the agenda except as specifically required by the
Government Code.
2 Approve the Action Minutes of September 27, 2016 and September 27, 2016 Special
Meeting/Workshop - Approved Staff Recommendation (5-0) Council Member
McCracken made the motion; it was seconded by Council Member Comerchero;
and electronic vote reflected approval by Council Members Comerchero,
Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
2.1 That the City Council approve the action minutes of September 27, 2016 and
September 27, 2016 Special Meeting/Workshop.
3 Approve the List of Demands - Approved Staff Recommendation (5-0) Council
Member McCracken made the motion; it was seconded by Council Member
Comerchero; and electronic vote reflected approval by Council Members
Comerchero, Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
3.1 That the City Council adopt a resolution entitled:
RESOLUTION NO. 16-58
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS
AS SET FORTH IN EXHIBIT A
4 Approve the City Treasurer's Report as of August 31, 2016 - Approved Staff
Recommendation (5-0) Council Member McCracken made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected approval
by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
4.1 That the City Council approve and file the City Treasurer's Report as of
August 31, 2016.
Action Minutes 101116 2
5 Form a Regional Cancer Treatment Task Force (At the Request of Mayor Naqqar and
Mayor Pro Tem Edwards) - Approved Staff Recommendation (5-0) Council Member
McCracken made the motion; it was seconded by Council Member Comerchero;
and electronic vote reflected approval by Council Members Comerchero,
Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
5.1 Initiate the formation of a Regional Cancer Treatment Task Force;
5.2 Appoint Mayor Naggar and Mayor Pro Tem Edwards to participate on the
Regional Cancer Treatment Task Force.
6 Approve Plans and Specifications, and Authorize the Solicitation of Construction Bids for
the Citywide Concrete Repairs for Fiscal Year 2016-17, PW16-04 - Approved Staff
Recommendation (5-0) Council Member McCracken made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected approval
by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
6.1 Approve the Plans and Specifications, and authorize the Department of Public
Works to solicit Construction Bids for the Citywide Concrete Repairs for Fiscal
Year 2016-17, PW16-04;
6.2 Make a finding that this project is exempt from CEQA per Article 19, Categorical
Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines.
7 Approve a Right of Entry Agreement with the Western Riverside County Regional
Conservation Authority on City -Owned Properties within Temecula Creek - Approved
Staff Recommendation (5-0) Council Member McCracken made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected approval
by Council Members Comerchero, Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
7.1 That the City Council approve the Right of Entry Agreement with the Western
Riverside County Regional Conservation Authority on City -owned properties
within Temecula Creek, identified by Assessor Parcel Nos. 961-450-011,
961-450-015, and 961-450-064.
Action Minutes 101116 3
8 Grant an Easement to Southern California Edison Company Located within the Skyview
Park Parcel (APN 964-460-002) in Connection with the Roripaugh Ranch Development -
Approved Staff Recommendation (5-0) Council Member McCracken made the
motion; it was seconded by Council Member Comerchero; and electronic vote
reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn
and Naggar.
RECOMMENDATION:
8.1 That the City Council adopt a resolution entitled:
RESOLUTION NO. 16-59
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA GRANTING AN EASEMENT TO THE SOUTHERN
CALIFORNIA EDISON COMPANY LOCATED WITHIN THE
RORIPAUGH RANCH DEVELOPMENT (APN 964-460-002)
9 Approve Tract Map 36568 (Located at the Southernmost Point of Pujol Street, on the
West Side of the Street) - Approved Staff Recommendation (5-0) Council Member
McCracken made the motion; it was seconded by Council Member Comerchero;
and electronic vote reflected approval by Council Members Comerchero,
Edwards, McCracken, Rahn and Naggar.
RECOMMENDATION:
9.1 Approve Tract Map 36568 in conformance with the Conditions of Approval;
9.2 Approve the Subdivision Improvement Agreement and accept the Faithful
Performance Bond and Labor & Materials Bond as security for the Agreement;
9.3 Approve the Subdivision Monument Agreement and accept the Cash Deposit for
Monumentation as security for the Agreement.
RECESS
At 7:35 PM, the City Council recessed and convened as the Temecula Community Services
District Meeting and the Temecula Public Financing Authority Meeting. At 7:43 PM, the City
Council resumed with the remainder of the City Council Agenda.
Action Minutes 101116 4
RECONVENE TEMECULA CITY COUNCIL
CITY COUNCIL BUSINESS
12 Introduce Ordinance Adding Chapter 9.65, Prohibition Against Certain Forms of
Solicitation, Lingering and Loitering on Medians, to the Temecula Municipal Code -
Approved Staff Recommendation (5-0) Council Member Naggar made the motion;
it was seconded by Council Member Comerchero; and electronic vote reflected
approval by Council Members Comerchero, Edwards, McCracken, Rahn and
Naggar.
RECOMMENDATION:
12.1 That the City Council introduce and read by title only an ordinance entitled:
ORDINANCE NO. 16-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADDING CHAPTER 9.65, PROHIBITION
AGAINST CERTAIN FORMS OF SOLICITATION, LINGERING
AND LOITERING ON MEDIANS, TO THE TEMECULA
MUNICIPAL CODE
City Attorney Thorson introduced and read by title only Ordinance No. 16-09.
13 Adopt and Sign Regional Resolution on Homelessness (At the Request of the Human
Services Ad Hoc Subcommittee Mayor Naggar and Mayor Pro Tem Edwards) -
Approved Staff Recommendation (5-0) Council Member Comerchero made the
motion; it was seconded by Council Member Edwards; and electronic vote
reflected approval by Council Members Comerchero, Edwards, McCracken, Rahn
and Naggar.
RECOMMENDATION:
13.1 That the City Council adopt and sign the Regional Resolution on Homelessness
(At the request of the Human Services Ad Hoc Subcommittee Mayor Naggar and
Mayor Pro Tem Edwards).
BOARD/COMMISSION REPORTS
CITY MANAGER REPORT
CITY ATTORNEY REPORT
City Attorney Thorson stated there were no reportable actions in regards to the Closed Session
items.
Action Minutes 101116 5
ADJOURNMENT
At 8:24 PM, the City Council meeting was formally adjourned to Tuesday, October 25, 2016, at
5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council
Chambers, 41000 Main Street, Temecula, California.
Michael S. Naggar, Mayor
ATTEST:
Randi Johl, City Clerk
[SEAL]
**********
Adjourned in Honor of Palm Springs Police Officers
Jose Gilbert "Gil" Vega
and
Lesley Zerebny
**********
Action Minutes 101116 6
Item No. 3
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Jennifer Hennessy, Finance Director
DATE: October 25, 2016
SUBJECT: Approve the List of Demands
PREPARED BY: Pascale Brown, Accounting Manager
Jada Shafe, Accounting Technician II
RECOMMENDATION: That the City Council adopt a resolution entitled:
RESOLUTION NO. 16-
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. 16-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ALLOWING CERTAIN CLAIMS AND
DEMANDS AS SET FORTH IN EXHIBIT A
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. That the following claims and demands as set forth in Exhibit A, on
file in the office of the City Clerk, has been reviewed by the City Manager's Office and
that the same are hereby allowed in the amount of $4,742,146.47.
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 25th day of October, 2016.
Michael S. Naggar, Mayor
ATTEST:
Randi Johl, City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the
foregoing Resolution No. 16- was duly and regularly adopted by the City Council of the
City of Temecula at a meeting thereof held on the 25th day of October, 2016, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Randi Johl, City Clerk
CITY OF TEMECULA
LIST OF DEMANDS
09/29/2016 TOTAL CHECK RUN $ 1,586,681.12
10/06/2016 TOTAL CHECK RUN 2,710,385.43
10/06/2016 TOTAL PAYROLL RUN: 445,079.92
TOTAL LIST OF DEMANDS FOR 10/25/2016 COUNCIL MEETING: $ 4,742,146.47
DISBURSEMENTS BY FUND:
CHECKS:
CITY OF TEMECULA
LIST OF DEMANDS
001 GENERAL FUND $ 3,681,327.43
135 BUSINESS INCUBATOR RESOURCE 2,362.26
140 COMMUNITY DEV BLOCK GRANT 241.05
150 AB 2766 FUND 1,945.47
165 AFFORDABLE HOUSING 3,019.92
190 TEMECULA COMMUNITY SERVICES DISTRICT 165,036.99
192 TCSD SERVICE LEVEL B STREET LIGHTS 125.32
194 TCSD SERVICE LEVEL D REFUSE RECYCLING 8,171.35
196 TCSD SERVICE LEVEL 'Z" LAKE PARK MAINT. 6,064.62
197 TEMECULA LIBRARY FUND 6,933.33
210 CAPITAL IMPROVEMENT PROJECTS FUND 79,599.53
277 CFD-RORIPAUGH 4,079.56
300 INSURANCE FUND 24,554.01
320 INFORMATION TECHNOLOGY 144,091.78
325 TECHNOLOGY REPLACEMENT FUND 23,319.90
330 CENTRAL SERVICES 15,521.73
340 FACILITIES 16,607.84
380 SARDA DEBT SERVICE FUND 11,055.00
472 CFD 01-2 HARVESTON A&B DEBT SERVICE 61.95
473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 61.95
474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 61.95
475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 61.95
476 CID 03-6 HARVESTON 2 DEBT SERVICE FUND 61.95
477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 371.69
501 SERVICE LEVEL"C'ZONE 1 SADDLEWOOD 2,865.41
502 SERVICE LEVEL"C'ZONE 2 WINCHESTER CREEK 2,176.47
503 SERVICE LEVEL"C'ZONE 3 RANCHO HIGHLANDS 1,539.10
504 SERVICE LEVEL"C'ZONE 4 THE VINEYARDS 507.72
505 SERVICE LEVEL"C'ZONE 5 SIGNET SERIES 3,216.21
506 SERVICE LEVEL"C'ZONE 6 WOODCREST COUNTRY 1,182.40
507 SERVICE LEVEL"C'ZONE 7 RIDGEVIEW 1,484.17
508 SERVICE LEVEL"C'ZONE 8 VILLAGE GROVE 11,175.60
509 SERVICE LEVEL"C'ZONE 9 RANCHO SOLANA 145.31
510 SERVICE LEVEL"C'ZONE 10 MARTINIQUE 546.34
511 SERVICE LEVEL"C'ZONE 11 MEADOWVIEW 120.82
512 SERVICE LEVEL"C'ZONE 12 VINTAGE HILLS 7,047.13
513 SERVICE LEVEL"C'ZONE 13 PRESLEY DEVELOP. 1,098.85
514 SERVICE LEVEL"C'ZONE 14 MORRISON HOMES 1,016.83
515 SERVICE LEVEL"C'ZONE 15 BARCLAY ESTATES 578.04
516 SERVICE LEVEL"C'ZONE 16 TRADEWINDS 11,337.26
517 SERVICE LEVEL"C'ZONE 17 MONTE VISTA 147.84
518 SERVICE LEVEL"C'ZONE 18 TEMEKU HILLS 7,274.02
519 SERVICE LEVEL"C'ZONE 19 CHANTEMAR 2,059.90
520 SERVICE LEVEL"C'ZONE 20 CROWNE HILL 10,513.76
521 SERVICE LEVEL"C'ZONE 21 VAIL RANCH 9,505.26
522 SERVICE LEVEL"C'ZONE 22 SUTTON PLACE 275.46
523 SERVICE LEVEL"C'ZONE 23 PHEASENT RUN 257.98
524 SERVICE LEVEL"C'ZONE 24 HARVESTON 5,671.72
525 SERVICE LEVEL"C'ZONE 25 SERENA HILLS 3,804.78
526 SERVICE LEVEL"C'ZONE 26 GALLERYTRADITION 128.37
527 SERVICE LEVEL"C'ZONE 27 AVONDALE 1,097.45
528 SERVICE LEVEL"C'ZONE 28 WOLF CREEK 7,753.51
529 SERVICE LEVEL"C'ZONE 29 GALLERY PORTRAIT 152.02
700 CERBT CALIFORNIA EE RETIREE-GASB45 7,648.29
5 4,297,066.55
CITY OF TEMECULA
LIST OF DEMANDS
001 GENERAL FUND $ 250,973.83
135 BUSINESS INCUBATOR RESOURCE 1,699.92
140 COMMUNITY DEV BLOCK GRANT 382.61
165 AFFORDABLE HOUSING 3,018.03
190 TEMECULA COMMUNITY SERVICES DISTRI 99,653.90
192 TCSD SERVICE LEVEL B STREET LIGHTS 245.02
194 TCSD SERVICE LEVEL D REFUSE RECYCLING 2,154.41
196 TCSD SERVICE LEVEL '1," LAKE PARK MAINT 178.67
197 TEMECULA LIBRARY FUND 932.52
300 INSURANCE FUND 1,860.32
320 INFORMATION TECHNOLOGY 26,749.81
330 CENTRAL SERVICES 3,597.36
340 FACILTIES 11,126.11
472 CFD 01-2 HARVESTON A&B DEBT SERVICE 62.11
473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 62.11
474 AD03-4 JOHN WARNER ROAD DEBT SERVICE 62.11
475 CFD03-3 WOLF CREEK DEBT SERVICE FUND 62.11
476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 62.11
477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 372.68
501 SERVICE LEVEL"C'ZONE 1 SADDLEWOOD 71.59
502 SERVICE LEVEL"C'ZONE 2 WINCHESTER CRE 48.10
503 SERVICE LEVEL"C'ZONE 3 RANCHO HIGHLAND 56.90
504 SERVICE LEVEL"C'ZONE 4 THE VINEYARDS 10.31
505 SERVICE LEVEL"C'ZONE 5 SIGNET SERIES 115.37
506 SERVICE LEVEL"C'ZONE 6 WOODCREST COU 21.00
507 SERVICE LEVEL"C'ZONE 7 RIDGEVIEW 29.59
508 SERVICE LEVEL"C'ZONE 8 VILLAGE GROVE 196.18
509 SERVICE LEVEL"C'ZONE 9 RANCHO SOLANA 2.22
510 SERVICE LEVEL"C'ZONE 10 MARTINIQUE 8.97
511 SERVICE LEVEL"C'ZONE 11 MEADOWVIEW 5.91
512 SERVICE LEVEL"C'ZONE 12 VINTAGE HILLS 130.74
513 SERVICE LEVEL"C'ZONE 13 PRESLEY DEVELO 27.93
514 SERVICE LEVEL"C'ZONE 14 MORRISON HOME 16.17
515 SERVICE LEVEL"C'ZONE 15 BARCLAY ESTAT 14.04
516 SERVICE LEVEL"C'ZONE 16 TRADEWINDS 32.67
517 SERVICE LEVEL"C'ZONE 17 MONTE VISTA 2.78
518 SERVICE LEVEL"C'ZONE 18 TEMEKU HILLS 121.29
519 SERVICE LEVEL"C'ZONE 19 CHANTEMAR 64.74
520 SERVICE LEVEL"C'ZONE 20 CROWNE HILL 175.90
521 SERVICE LEVEL"C'ZONE 21 VAIL RANCH 297.47
522 SERVICE LEVEL"C'ZONE 22 SUTTON PLACE 7.00
523 SERVICE LEVEL"C'ZONE 23 PHEASENT RUN 7.82
524 SERVICE LEVEL"C'ZONE 24 HARVESTON 167.29
525 SERVICE LEVEL"C'ZONE 25 SERENA HILLS 53.84
526 SERVICE LEVEL"C'ZONE 26 GALLERYTRADITI 2.28
527 SERVICE LEVEL"C'ZONE 27 AVONDALE 7.82
528 SERVICE LEVEL"C'ZONE 28 WOLF CREEK 246.73
529 SERVICE LEVEL"C'ZONE 29 GALLERY PORTR 3.39
700 CERBT CALIFORNIA EE RETIREE-GASB45 39,878.14
445,079.92
TOTAL BY FUND: $ 4,742,146.47
apChkLst Final Check List Page: 1
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK
Check # Date Vendor
3079 09/12/2016 003347 FIRST BANKCARD CENTER
Description
000475 B N I PUBLICATIONS INC TG 2012 STANDARD PLANS FOR
PUBLIC WORKS
3080 09/12/2016 003347 FIRST BANKCARD CENTER
016384 CALIFORNIA INLAND
017300 ADOBE.COM
3081 09/12/2016 003347 FIRST BANKCARD CENTER
ME REGISTRATION: BOY SCOUT
CITIZEN
ME ANNUAL SUBSCRIPTION FOR
COMPUTER PGRM
019280 ORANGE COUNTY TRAFFIC JK REGIST: OCTOA MOTORCYCLE
TRAINING
3082 09/12/2016 003347 FIRST BANKCARD CENTER
Amount Paid Check Total
111.39 111.39
150.00
23.88
173.88
250.00 250.00
000210 LEAGUE OF CALIF CITIES MH REGISTRATION: CONF 10/5-10/7 575.00 575.00
3083 09/12/2016 003347 FIRST BANKCARD CENTER
013851 STORM SOURCE, LLC MH APPOINTMENT PLUS:IT 20.00
019209 SSL STORE.COM, THE MH RAPIDSSL WILDCARD 372.00
CERTIFICATE
009615 KILLARNEYS PUB & GRILL MH INFO TECH INTERVIEWS: SR. 32.11
NETWORK ENG
019268 HELLO DIRECT INC MH 2 BELT CLIPS FOR HELP DESK 27.15
PHONES
007282 AMAZON.COM, INC MH 4 POWER SUPPLY CORDS 121.81
013851 STORM SOURCE, LLC MH APPOINTMENT PLUS:IT 20.00
3084 09/12/2016 003347 FIRST BANKCARD CENTER
019266 BER FLAGS AND BOVVZ INC. AA MAGNETIC CAR BOW PD 910.00
APPRECIATION 9/17
000210 LEAGUE OF CALIF CITIES AA LEAGUE OF CA CITIES CONF: 300.00
LOWREY, B
015639 REZA CAFE AA CITY ATTORNEY MEETING 7/26/16 62.72
019246 LEXJET, LLC AA PORTABLE SCREEN FOR 162.00
PRESENTATIONS
010061 TEMECULA OLIVE OIL AA RFRSHMNTS: TEMECULA 103.96
COMPANY TREKKERS
016883 MUNICIPAL MANAGEMENT AA MMASC 2016 SESSION: LOWREY -95.00
018323 GOAT & VINE, THE AA RFSHMNTS: MEETING WITH TVSD 33.66
6/15/16
593.07
1,477.34
Pagel
apChkLst
09/29/2016 8:26:18AM
Final Check List
CITY OF TEMECULA
Page: 2
Bank : union UNION BANK
Check # Date
Vendor
3085 09/12/2016 003347 FIRST BANKCARD CENTER
004556 CALIF PLANNING & DEVEL
REPORT
008956 PANERA BREAD
000747 AMERICAN PLANNING
ASSOCIATION
000747 AMERICAN PLANNING
ASSOCIATION
000747 AMERICAN PLANNING
ASSOCIATION
000747 AMERICAN PLANNING
ASSOCIATION
008956 PANERA BREAD
3086 09/12/2016 003347 FIRST BANKCARD CENTER
019267 MONTEREY PLAZA HOTEL&
SPA
018169 CALPERA
018169 CALPERA
000175 GOVERNMENT FINANCE
OFFICERS
006952 PAY PAL
019211 MANNEQUINMALL.COM
000175 GOVERNMENT FINANCE
OFFICERS
006952 PAY PAL
006937 SOUTHWEST AIRLINES
(Continued)
Description
LW SUBSCRIPTION FEES: WATSON,
LUKE
LW RFRSHMENTS: COM DEV MTG:
UPTOWN
LW MEMBERSHIP DUE: ATKINS,
JAMES
LW MEMBERSHIP DUE: COOPER,
SCOTT
LW MEMBERSHIP DUE: RABIDOU,
BRANDON
LW CONF REGIST:
WATSON/WEST/JONES
LW RFRSHMNTS: PUBLIC MTG CITY
CNCL
JH LODGING: CALPERA TRAINING
CONF
JH REGIST: CALPERAANNUAL CONF:
HENNESSY
JH REGIST: CALPERAANNUAL CONF:
BUTLER
JH WEBINAR GFOA: HENNESSEY
JH VERISIGN PAYFLOW PRO
TRANSACTION
JH MANNEQUIN USED BY TCC SAFETY
PRGMS
JH PUBLICATION: INTERPRETING
LOCAL GOV.
JH VERISIGN PAYFLOW PRO
TRANSACTION
JH AIRLINE: FEMA CLASS:
RODRIGUEZ,
Amount Paid
Check Total
119.00
81.15
375.00
375.00
375.00
1,050.00
130.15
201.00
1,035.00
1,035.00
85.00
53.10
351.74
15.00
55.30
380.46
2,505.30
3,211.60
Paget
apChkLst
09/29/2016 8:26:18AM
Final Check List
CITY OF TEMECULA
Page: 3
Bank : union UNION BANK
Check # Date
Vendor
3087 09/12/2016 003347 FIRST BANKCARD CENTER
018119 CINEMAS 10
018119 CINEMAS 10
003773 REUBEN H FLEET SCIENCE
CENTER
019162 PICKLEADDICTS.COM
018119 CINEMAS 10
006952 PAY PAL
017736 FEAST CALIFORNIA CAFE, LLC
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
019161 ACCESSORYGEEKS.COM
007949 WESTERN ARTS ALLIANCE
007282 AMAZON.COM, INC
007282 AMAZON.COM, INC
000210 LEAGUE OF CALIF CITIES
000210 LEAGUE OF CALIF CITIES
(Continued)
Description
KH DAY CAMP EXCURSION TO CINEMA
KH DAY CAMP EXCURSION TO CINEMA
KH EXCURSION:REUBEN FLEET
SCIENCE CTR
KH PLASTIC PICKLES FOR EXHIBITS
KH SUMMER DAY CAMP EXCURSION
TO MOVIES
KH VERISIGN PAYFLOW PRO
TRANSACTION
KH INCLUSION LUNCHEON: HUMAN
SVCS
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH PHONE CASE FOR CONF CENTER
KH WESTERN ARTS ALLIANCE
REGIST: BARNETT
KH BOOKS/COLLECTIONS:LIBRARY
KH BOOKS/COLLECTIONS:LIBRARY
KH REGIST: CONFERENCE E. RUSSO
KH REGIST: CONFERENCE Y.
MARTINEZ
Amount Paid
Check Total
671.42
649.00
100.00
79.90
1,286.85
315.50
460.20
25.51
103.32
151.22
101.08
47.43
32.48
54.49
590.00
-23.72
165.53
300.00
300.00
5,410.21
Page3
apChkLst
09/29/2016 8:26:18AM
Final Check List
CITY OF TEMECULA
Page: 4
Bank : union UNION BANK
Check # Date
Vendor
3088 09/15/2016 003347 FIRST BANKCARD CENTER
000293 STADIUM PIZZA INC
008668 WES FLOWERS
006952 PAY PAL
008956 PANERA BREAD
000293 STADIUM PIZZA INC
007282 AMAZON.COM, INC
016798 CALIFORNIA BAPTIST
UNIVERSITY
016233 REHAB SOLUTIONS, LLC
016098 CULTIVATING GOOD, INC.
018583 WHICH WICH
017736 FEAST CALIFORNIA CAFE, LLC
008567 GODADDY.COM INC.
019212 BURGERS AND BEER
019000 OMERTRI LLC, LAURENT'S LE
COFFEE SHOP
019000 OMERTRI LLC, LAURENT'S LE
COFFEE SHOP
019000 OMERTRI LLC, LAURENT'S LE
COFFEE SHOP
000198 INTL COUNCIL OF SHOPPING
000515 TEMECULA VALLEY CHAMBER
OF
008668 WES FLOWERS
019302 MR. WORLDWIDE CATERING
000293 STADIUM PIZZA INC
008668 WES FLOWERS
019000 OMERTRI LLC, LAURENT'S LE
COFFEE SHOP
017201 STATEFOODSAFETY.COM
015354 FACEBOOK.COM
(Continued)
Description
GB RFRSHMNTS: YOUTH
ENTREPRENEURIAL PRGM
GB SUNSHINE FUND
GB ECONOMIC SUMMIT: KITZEROW
GB RFSHMNTS: FUTURE LEGAL
LEADERSHIP
GB RFRSHMNTS: YOUTH
ENTREPRENEURIAL PRGM
GB OFFICE SUPPLIES FOR HR
GB GOV'T & NON-PROFIT WORKSHOP:
WALKER
GB ERGONOMIC WORK STATION
GB RFRSHMNTS: YOUTH
ENTREPRENEURIAL PRGM
GB PITCH PRACTICE MEETING: TVE2
GB RFSHMNTS: YOUTH LEADERSHIP
PROGRAM
GB DOMAIN REGISTRATION NAME
GB TEMECULA TREKKERS MEETING
8/16
GB TEMECULA TREKKERS MTG 8/16
GB YOUTH LEADERSHIP PROGRAM
GB TEMECULA TREKKERS MTG 8/16
GB ICSC CONF WSTRN
DIV:DAMKO/KITZEROW
GB REGIST: WOMEN IN BUS.
KITZEROW/DAMKO
GB SUNSHINE FUND
GB RFSHMNTS: EOQ SEPT 2016
GB YOUTH LEADERSHIP PROGRAM
7/12/16
GB SUNSHINE FUND
GB ECONOMIC DEVELOPMENT
UPDATE
GB FOOD HANDLERS LICENSE:
YOUTH
Amount Paid
Check Total
160.45
61.09
110.00
242.97
144.57
19.42
50.00
762.97
139.37
152.40
389.00
63.85
777.60
97.20
97.20
86.40
700.00
180.00
61.09
680.00
102.08
61.09
220.00
297.00
GB FACEBOOK PROMOTING CITY 18.00
GOV: ECO DEV
Page4
apChkLst
09/29/2016 8:26:18AM
Final Check List
CITY OF TEMECULA
Page: 5
Bank : union UNION BANK
Check # Date
Vendor
001264
007282
007282
000293
COSTCO TEMECULA #491
AMAZON.COM, INC
AMAZON.COM, INC
STADIUM PIZZA INC
003964 OFFICE DEPOT BUSINESS SVS
DIV
015354 FACEBOOK.COM
019000 OMERTRI LLC, LAURENT'S LE
COFFEE SHOP
009734 IN -N -OUT BURGERS
016098 CULTIVATING GOOD, INC.
016098 CULTIVATING GOOD, INC.
019076 RBSE, INC.
000484 CALIF ASSN FOR LOCAL
ECONOMIC
000293 STADIUM PIZZA INC
008668 WES FLOWERS
000747 AMERICAN PLANNING
ASSOCIATION
014583 PALUMBO'S RISTORANTE, LLC
001171 ORIENTAL TRADING COMPANY
INC
017736 FEAST CALIFORNIA CAFE, LLC
008668 WES FLOWERS
006887 UNION BANK OF CALIFORNIA
(Continued)
Description
GB SNACK FOR INTERVIEW PANELS
GB OFFICE SUPPLIES FOR HR
GB OFFICE SUPPLIES FOR HR
GB RFRSHMNTS: YOUTH
ENTREPRENEURIAL PRGM
GB OFFICE SUPPLIES: HR
GB FACEBOOK PROMOTING CITY
GOV: ECO DEV
GB CAREER TECH EDUCATION:
MCCRACKEN
GB RFSHMENTS: EOQ SEPT 2016
GB RFSHMNTS: COLLEGE FAIR PREP
MTG 9/13
GB RFRSHMNTS: YOUTH LEADERSHIP
PROGRAMS
GB KEY NOTE SPEAKER FOR
INTERNS 7/13
GB MEMBERSHIP RENEWAL:
KITZEROW
GB YOUTH LEADERSHIP PROGRAMS
7/19
GB SUNSHINE FUND
GB APA MEMBERSHIP: KITZEROW,
CHERYL
GB RFSHMNTS: ADMIN INTERVIEW
GB LINENS AND SUPPLIES: EOQ
GB CAREER TECH EDUCATION:
MCCRACKEN
GB SUNSHINE FUND
GB FEES TO BE REVERSED NEXT
BILLING
Amount Paid
Check Total
117.71
20.51
88.95
93.28
84.92
5.00
140.40
500.00
88.00
180.00
500.00
100.00
143.34
61.09
350.00
55.00
60.75
680.80
61.09
30.00 9,034.59
Pages
apChkLst Final Check List Page: 6
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
3089 09/15/2016 003347 FIRST BANKCARD CENTER
007047 OLIVE GARDEN
000645 SMART & FINAL INC
006692 SAM'S CLUB
006887 UNION BANK OF CALIFORNIA
005531 FRONT STREET BAR & GRILL
006692 SAM'S CLUB
008123 JOANN ETC
004074 FRANCHISE MGMT SERVICES
Description
RO CITY CNCL CLOSED SESSION MTG
8/9
RO CUPS FOR ANNUAL BOARD &
COMM RECOGN
RO CITY CNCL CLOSED SESSION MTG
8/23
RO LATE FEE:TO BE REV NEXT
BILLING CYCLE
RO CITY CNCL CLOSED SESSION MTG
8/23
RO RFSHMNTS: MUNICIPAL ELECTION
ORIENTAT
RO RIBBON: ANNUAL BOARD & COMM
RECOGN
RO RIBBON: ANNUAL BOARD & COMM
INC RECOGN
000733 ABBEY PARTY RENTS
000733 ABBEY PARTY RENTS
015356 SMARTY HAD A PARTY.COM
008123 JOANN ETC
015247 FAMOUS DAVE'S
000915 NATIONAL NOTARY
ASSOCIATION
RO RETURNED TABLE CLOTH
RO TABLECLOTH RENTAL FOR
ANNUAL BOARD
RO SUPPLIES FOR ANNUAL BOARD
COMM MTG
RO DECORATIONS FOR ANNUAL
BOARD COMM
RO RFRSHMNTS: CITY CNCL CLOSED
SESSION
RO NAT'L NOTARY RENEWAL:
JOHL-OLSON,
Amount Paid Check Total
164.70
13.60
7.98
20.00
191.72
22.44
26.71
16.17
-13.92
212.19
150.22
37.63
169.44
432.61
179201 09/29/2016 004802 ADLERHORST INTERNATIONAL MUZZLE/HEAVY DUTY LEATHER: K-9 302.40
INC
1,451.49
BASIC K-9 HANDLERS COURSE:POLICE 5,000.00
SEP TRNG & EQUIP:POLICE K-9 UNIT 175.00 5,477.40
179202 09/29/2016 015217 AIRGAS, INC. Dry ice for experiments:Pennypickle's 13.11 13.11
179203 09/29/2016 009374 ALLEGRO MUSICAL VENTURES PIANO TUNING & MAINT:THEATER 305.00 305.00
179204 09/29/2016 018665 ALLYSON D ALLEN EXHIBITFEE:TVM 600.00 600.00
179205 09/29/2016 004240 AMERICAN FORENSIC NURSES OCT '16 STAND BY FEE: TEM. POLICE 1,248.00 1,248.00
(AFN) DEPT
179206 09/29/2016 011954 BAKER & TAYLOR INC BOOK COLLECTIONS:LIBRARY 34.80 34.80
Page6
apChkLst Final Check List Page: 7
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
179207 09/29/2016 015592 BAMM PROMOTIONAL PROMO ITEMS:AQUATICS PGRM
PRODUCTS, INC
179208 09/29/2016 018101 BARN STAGE COMPANY INC, SETTLEMENT:CABARET...MERC
THE 09/25/16
179209 09/29/2016 004262 BIO-TOX LABORATORIES
Amount Paid Check Total
595.16 595.16
1,008.00 1,008.00
DRUG/ALCOHOL ANALYSIS: POLICE 1,546.00
DRUG/ALCOHOL ANALYSIS:POLICE 1,345.30
DRUG/ALCOHOL ANALYSIS:POLICE 1,304.00
179210 09/29/2016 001054 CALIF BUILDING OFFICIALS Training classes (CALBO)-Bldg & Safety
179211 09/29/2016 004248 CALIF DEPT OF AUG FINGERPRINTING SRVCS: ECO
JUSTICE-ACCTING DEV/HR/PD
179212 09/29/2016 018828 CASC ENGINEERING AND CONSULTING SRVCS:DPSS DEVELOP
PLAN
179213 09/29/2016 018956 CHANNING BETE COMPANY YOUTH LEADERSHIP PROGRAMS:
INC CPR COURSES
179214 09/29/2016 017449 CHRIST PRESBYTERIAN REFUND:SEC DEP:RM RENTAL:TCC
CHURCH
4,195.30
2,535.00 2,535.00
5,704.00 5,704.00
3,610.25 3,610.25
527.10 527.10
200.00 200.00
179215 09/29/2016 000447 COMTRONIX VEH EMERGENCY LIGHT REPAIRS: 375.00 375.00
COMMUNICATIONS SVC TRUCKS
179216 09/29/2016 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES: LIBRARY 34.02 34.02
DIST.
179217 09/29/2016 001264 COSTCO TEMECULA #491
MISCSUPPLIES:FIRE TCC 366.40
MISCSUPPLIES:FIRE TCC 141.64
MISC SUPPLIES: STA 12 419.59
office supplies:Information Technology 12.76
940.39
179218 09/29/2016 004329 COSTCOTEMECULA#491 SUPPLIES:HUMAN SRVCS PRGMS & 83.38
EVENTS
SUPPLIES:HIGH HOPES PROGRAM 228.88 312.26
179219 09/29/2016 016724 CRAFT, CHARLENE REFRESHMNETS:EOQ SEPT 102.16 102.16
LUNCHEON
179220 09/29/2016 014580 DANCE THEATRE COLLECTIVE SETTLEMENT:DANCEXCHANGE 9/20 98.00 98.00
179221 09/29/2016 012600 DAVID EVANS&ASSOCIATES 7/31-8/27 CNSLTNG SRVCS:CITYWIDE
INC PAVMNT
3,390.00 3,390.00
Page:7
apChkLst Final Check List Page: 8
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
Amount Paid Check Total
179222 09/29/2016 002990 DAVID TURCH &ASSOCIATES AUG 16 FED LEGISLATIVE 3,500.00 3,500.00
CONSULTING SVCS:
179223 09/29/2016 010461 DEMCO INC MUSEUM ITEMS:TVM 4,046.22 4,046.22
179224 09/29/2016 013812 DFIT SUBS, LLC RFRSHMNTS:COLLLEGE FAIR 9/24/16 650.00 650.00
179225 09/29/2016 003945 DIAMOND ENVIRONMENTAL
SRVCS
179226 09/29/2016 004192 DOWNS ENERGY FUEL&
LUBRICANTS
179227 09/29/2016 002390 EASTERN MUNICIPAL WATER
DIST
PORTABLE RESTRMS:STREET 254.80 254.80
PAINTING
FUEL FOR CITY VEHICLES: PUBLIC 101.04 101.04
WORKS
AUG WATER METER:39569 SERAPHINA 794.39
RD
AUG WATER METER:39656 DIEGO DR 77.70
AUG WATER METER:MURR HOT SPRING 189.59
AUG WATER METER:MURR HOT SPRING 32.96 1,094.64
179228 09/29/2016 015090 EVAPCO PRODUCTS, INC. CONDENSER WATER SYS MAINT:CIVIC
CTR
179229 09/29/2016 000165 FEDERAL EXPRESS INC 09/08 EXP MAIL SVCS: CIP, FINANCE,
CLERK
179230 09/29/2016 019298 FORZA 1 VOLLEYBALL REFUND:SEC DEP:GYMNASIUM:CRC
179231 09/29/2016 014865 FREIZE UHLER, KIMBERLY
566.50 566.50
46.19 46.19
200.00 200.00
PROMO ITEMS:ECONOMIC DEV 370.27
PROMO ITEMS:ECONOMIC DEV
179232 09/29/2016 018858 FRONTIER CALIFORNIA, INC. SEP INTERNET SVCS:LIBRARY
SEP INTERNET SVCS:41000 MAIN ST
SEP INTERNET SVCS:41000 MAIN ST
563.24 933.51
184.99
2,373.54
4,549.91
7,108.44
179233 09/29/2016 016184 FUN EXPRESS, LLC SUPPLIES:HIGH HOPES PROGRAM 47.60
SUPPLIES:HIGH HOPES PROGRAM 207.45
SUPPLIES:HIGH HOPES PROGRAM 414.74 669.79
179234 09/29/2016 003946 G T ENTERTAINMENT DJ/MC SVCS:HEALTH FAIR 2016 475.00 475.00
179235 09/29/2016 016549 GARCIA, DALE PRESENTATION:TVM 400.00 400.00
179236 09/29/2016 009608 GOLDEN VALLEY MUSIC SETTLEMENT:CLASSICS...MERC SEPT. 596.40 596.40
SOCIETY 2016
179237 09/29/2016 015451 GREATAMERICA FINANCIAL SEP LEASE 16 COPIERS:CITY 788.42 788.42
SVCS HALL/OFF-SITE
Page6
apChkLst Final Check List Page: 9
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
Amount Paid Check Total
179238 09/29/2016 019300 HARDY, SUSAN REFUND:CREDIT ON ACCT:SEC DEP & 200.45 200.45
ADDTL
179239 09/29/2016 012129 HAVENS FOR THE ARTS STTLMNT: "EQUIVOCATION" 8/11-27 4,942.42 4,942.42
179240 09/29/2016 013749 HELIXSTORM INC. BACKUP TAPES:INFO TECH 3,920.96 3,920.96
179241 09/29/2016 010210 HOME DEPOT SUPPLY INC, SUPPLIES:MUSEUMS 28.07
THE
SUPPLIES:MUSEUMS
179242 09/29/2016 003198 HOME DEPOT, THE MAINT SUPPLIES: VARIOUS PARKS
179243 09/29/2016 017238 HUERTAS, ROSE REFUND:SEC DEP:PICNIC
RENTAL:RRSP
54.80 82.87
432.91 432.91
200.00 200.00
179244 09/29/2016 006914 INNOVATIVE DOCUMENT AUG 16 COPIER 706.72
SOLUTIONS MAINT/REPAIR/USAGE:CITYWID
AUG 16 COPIER MAINT/REPAIR/USAGE:( 7,237.47
7,944.19
179245 09/29/2016 001407 INTER VALLEY POOL SUPPLY POOL SANITIZING CHEMICALS: VAR 455.67 455.67
INC POOLS
179246 09/29/2016 019296 JIMENEZ, JACQUELYN REFUND:SEC DEP: RM RENTAL:TCC 200.00 200.00
179247 09/29/2016 011841 JOE RHODES MAINTENANCE FUEL PUMP MAINT:FIRE STN 92 468.39 468.39
179248 09/29/2016 012285 JOHNSTONE SUPPLY MAINTSUPPLIES:PENNYPICKLES 197.26 197.26
179249 09/29/2016 000820 K R W & ASSOCIATES 7/1-9/14 ENG PLAN CHECK/REVIEW 5,880.00 5,880.00
SRVC:PW
179250 09/29/2016 018912 KTW INVESTMENTS, LLC REFUND:ENG GRADING 3,000.00 3,000.00
D EP: LD 15-0755
179251 09/29/2016 019303 LAW SEMINARS CALIF ENVIRO QUALITY ACT:WATSON, 695.00 695.00
INTERNATIONAL LUKE
179252 09/29/2016 004230 LINCOLN EQUIPMENT INC EQUIPMENT:AQUATICS 214.50 214.50
179253 09/29/2016 003782 MAIN STREET SIGNS signs and supplies:pw street maint div 212.08 212.08
179254 09/29/2016 019297 MARTINELLI &ASSOCIATES REFUND:SEC DEP:CLASSROOMA:TCC
150.00 150.00
Page9
apChkLst Final Check List Page: 10
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
179255 09/29/2016 019210 MCINTOSH CUSTOM PAINTING REFUND:HOC OVERPMT:BL#042627
179256 09/29/2016 018314 MICHAEL BAKER INT'L INC.
AUG CEQA STUDIES:GENERATIONS
SR HSG
AUG 16 ENG SRVCS: PW CIP - SIDEWALI
AUG 16 DSGN SRVCS FORYNEZ RD SID
179257 09/29/2016 013443 MIDWEST TAPE LLC Misc DVD's, books on CD, audio
179258 09/29/2016 012264 MIRANDA, JULIO C.
179259 09/29/2016 016445 MKB PRINTING &
PROMOTIONAL INC
179260 09/29/2016 017089 MORRIS-HOPKINS, BROOKE
Amount Paid Check Total
20.00 20.00
8,005.72
661.15
4,056.74
83.38
TCSD INSTRUCTOR EARNINGS 432.25
TCSD INSTRUCTOR EARNINGS 631.75
BUS CARDS:CODE ENF:CHING, M. 21.73
CORRECTION NOTICES:BLDG & SAFETY 337.26
BUS CARDS:BEILE, MATTHEW 41.86
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
179261 09/29/2016 016883 MUNICIPAL MANAGEMENT MBRSHP DUES:CROWELL, PAULA
179262 09/29/2016 001986 MUZAK LLC OCT DISH NETWORK
PROGRAMING:FOC
427.00
252.00
210.00
210.00
130.00
12,723.61
83.38
1,064.00
400.85
1,099.00
130.00
62.01 62.01
179263 09/29/2016 006140 NORTH JEFFERSON BUSINESS OCT -DEC 16 ASSN DUES 1810 #16: FV 514.71
PARK
OCT -DEC 16 ASSN DUES 8358 #20: FV 649.93
OCT -DEC 16 ASSN DUES 3561 #19: FV 625.21
OCT -DEC 16 ASSN DUES 3561 #17: FV 478.36 2,268.21
179264 09/29/2016 017148 OAKLEY SALES CORP POLICE MOTOR GLOVES & GLASSES 164.84
POLICE MOTOR GLOVES & GLASSES 383.46 548.30
179265 09/29/2016 003964 OFFICE DEPOT BUSINESS SVS OFFICE SUPPLIES:FIRE PREV 36.37
DIV
MISC OFFICE SUPPLIES: FINANCE 14.64
MISC OFFICE SUPPLIES: FINANCE 76.33 127.34
179266 09/29/2016 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE MAINT SVCS:PW CI P
179267 09/29/2016 013198 ORTENZO-HAYES, KRISTINE
CITY VEHICLE MAINT SVCS:FIRE PREV
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
585.58
70.00
761.60
761.60
358.40
716.80
530.18
350.98
716.80
655.58
4,196.36
Pagel 0
apChkLst Final Check List Page: 11
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
179268 09/29/2016 018331 PARKER, YENDI REFUND:PRESCHOOL GYMNASTICS
1700.203
179269 09/29/2016 011549 POWER SPORTS UNLIMITED MOTOR VEH MAINT & REPAIR:POLICE
Amount Paid Check Total
64.00 64.00
517.73 517.73
179270 09/29/2016 007771 PPSN CORPORATION REFUND:SEC 150.00 150.00
DEP:AMPHITHEATER:CRC
179271 09/29/2016 014957 PRN PRODUCTIONS COMEDY @ THE MERC 9/24 296.80 296.80
179272 09/29/2016 012904 PRO ACTIVE FIRE DESIGN AUG PLANCHECK CONSULTANT:
PREVENTION
5,686.10 5,686.10
179273 09/29/2016 013725 PROCRAFT INC pm automatic doors:crc:library:civ ctr 290.00 290.00
179274 09/29/2016 014379 PROFESSIONAL IMAGE 01/01/16-6/30/16 BANNER MAINT:ECO 2,892.50 2,892.50
ADVERTISING DEV
179275 09/29/2016 001416 QUICK CRETE PRODUCTS INC trash containers:var parks & facilities 7,202.53 7,202.53
179276 09/29/2016 012574 QUICKSTART INTELLIGENCE EMPLOYEE TRAINING:INFO TECH 1,095.00 1,095.00
179277 09/29/2016 000262 RANCHO CALIF WATER AUG VAR WATER METERS:PWYMCA 346.77
DISTRICT
AUG LNDSCP WATER METER:CALLE ELE
AUG LNDSCP WATER METER:41951 MOF
AUG VAR WATER METERS:TCSD SVC LE
179278 09/29/2016 016931 REACH SPORTS MARKETING 9/27/16-9/26/17 LICENSE
GROUP RENEWAL:LIBRARY
69.80
649.74
29, 730.34
30, 796.65
1,028.00 1,028.00
179279 09/29/2016 000353 RIVERSIDE CO AUDITOR AUG '16 PRKG CITATION 2,923.50 2,923.50
ASSESSMENTS
179280 09/29/2016 000406 RIVERSIDE CO SHERIFFS 07/01-20/16 LAW ENFORCEMENT 1,255,546.48 1,255,546.48
DEPT
179281 09/29/2016 000406 RIVERSIDE CO SHERIFFS 7/14 & 8/11 YOUTH COURT SRVCS 365.70 365.70
DEPT
179282 09/29/2016 004822 RIVERSIDE TRANSIT AGENCY AUG TRANSIT 1,945.47 1,945.47
AGREEMENT:HARVESTON SHUTTLE
179283 09/29/2016 001365 RIVERSIDE, COUNTY OF
RENEW PERMIT:CRC 798.00
RENEW PERMIT:CRC 706.00 1,504.00
Page:11
apChkLst Final Check List Page: 12
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
179284 09/29/2016 012251 ROTH, DONALD J.
Description
Amount Paid Check Total
TCSD INSTRUCTOR EARNINGS 252.00
TCSD INSTRUCTOR EARNINGS 315.00 567.00
179285 09/29/2016 017561 RR DONNELLEY & SONS PRINTING SRVCS:TEMECULA POLICE 3,270.47 3,270.47
COMPANY
179286 09/29/2016 000278 SAN DIEGO UNION TRIBUNE AUG LEGAL ADVERTISING: CITY 1,605.55 1,605.55
CLERK/PLNG
179287 09/29/2016 017699 SARNOWSKI, SHAWNA, M
PRESTON
PHOTOGRAPHY SRVCS:POLICE
APPRECIATION
PHOTOGRAPHY SRVCS:9/11 REMEMBRF
PHOTOGRAPHY SRVCS:HOT SMR NIGH"
150.00
150.00
150.00 450.00
179288 09/29/2016 011511 SCUBA CENTER TEMECULA TCSD INSTRUCTOR EARNINGS 52.50
179289 09/29/2016 009213 SHERRY BERRY MUSIC
179290 09/29/2016 000645 SMART & FINAL INC
179291 09/29/2016 000537 SO CALIF EDISON
179292 09/29/2016 001212 SO CALIF GAS COMPANY
179293 09/29/2016 005786 SPRINT
179294 09/29/2016 008337 STAPLES BUSINESS
TCSD INSTRUCTOR EARNINGS 504.00 556.50
JAZZ @ THE MERC 9/22/16 609.00 609.00
SUPPLIES:HIGH HOPES PRGM 183.09
SUPPLIES:FIT5K/10K RUN EVENT 9/18
AUG 2-28-331-4847:32805 PAUBA RD
LS3
AUG -SEP 2-34-624-4452:32131 S LOOP R
AUG 2-30-296-9522:46679 PRIMROSE AVI
AUG -SEP 2-33-357-5785:44747 REDHAWV
AUG 2-30-099-3847:29721 RYECREST
AUG 2-27-560-0625:32380 DEERHOLLOV\
181.04 364.13
92.32
540.19
399.74
41.00
25.88
2,329.89
3,429.02
AUG 015-575-0195-2:32211 WOLF VLY 103.59
RD
AUG 055-475-6169-5:32380 DEERHOLLO\ 177.48 281.07
AUG 20 - SEP 19 BUS FUSION 110.00 110.00
M2M:POLICE
OFFICE SUPPLIES:PD OLD TOWN 59.26 59.26
ADVANTAGE STOREFRONT
179295 09/29/2016 013387 SWEEPING UNLIMITED INC SEPT SWEEPING SRVCS: PARKING
GARAGE
540.00 540.00
179296 09/29/2016 003677 TEMECULA MOTORSPORTS MOTORCYCLE 314.80
LLC REPAIR/MAINT:TEM.P.D.
MOTORCYCLE REPAIR/MAINT:TEM.P.D. 774.52 1,089.32
179297 09/29/2016 000339 THOMSON REUTERS PUBLICATIONS:POLICE 2599627 355.00 355.00
179298 09/29/2016 010276 TIME WARNER CABLE
SEP HIGH SPEED INTERNET:FIRE STN
92
OCT HIGH SPEED INTERNET:41000 MAIN
180.65
4,168.36 4,349.01
Page:12
apChkLst Final Check List Page: 13
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
Amount Paid Check Total
179299 09/29/2016 019291 TLK ICE, INC. REFRESHMENTS:TEAM PACE 275.00 275.00
RECOGN 8/25
179300 09/29/2016 019299 TONY TOBIN ELEMENTARY PTA REFUND:SEC DEP:POOL RENTAL:CRC 150.00 150.00
179301 09/29/2016 013474 TOWN & COUNTRY TOWING towing srvcs: temecula police 75.00 75.00
179302 09/29/2016 019301 TURNER, CHARISS REIMB:OFFICE SUPPLIES 152.22 152.22
179303 09/29/2016 000161 TYLER TECHNOLOGIES, INC 10/1/16-9/30/17 ENERGOV MAINT:I.T. 86,096.20 86,096.20
179304 09/29/2016 009709 U H S OF RANCHO SPRINGS, AUG ASSAULT EXAMS:TEMECULA 900.00 900.00
INC POLICE
179305 09/29/2016 019295 VALENCIANO CROOK, REFUND:SEC DEP:KITCHEN 200.00 200.00
MAROSARIO RENTAL:CRC
179306 09/29/2016 008977 VALLEY EVENTS, INC. RENTAL EQUIP:HEALTH FAIR EVENT 4,142.30 4,142.30
9/24
179307 09/29/2016 019281 W.L. BUTLER CONSTRUCTION REFUND:ENG GRADING 28,000.00 28,000.00
INC D EP: LD 15-0393
179308 09/29/2016 007987 WALMART SUPPLIES:FIT 5K/10K RUN EVENT 9/18 107.06 107.06
179309 09/29/2016 013556 WESTERN AV audio video supplies/software:Info Tech 5,400.44 5,400.44
1001261 09/22/2016 019282 FORSS, LISA REFUND:PHOTOSHOP CERT FOR 80.00 80.00
ADULTS
1001262 09/22/2016 019283 FRANCIS, CHRISTINE REFUND:WIZARD OF OZ 3400.201 200.00 200.00
1001263 09/22/2016 019284 GARCIA, DIANE REFUND:JR SPORTS 2206.202 210.00 210.00
1001264 09/22/2016 019285 KECK, DODIE
1001265 09/22/2016 019286 KEENAN, REBECCA
1001266 09/22/2016 019287 MCKENZIE, SUZANNE
REFUND:SEC DEP:RM RENAL:TCC 200.00 200.00
REFUND:FIRSTAID COURSE 8300.203 40.00 40.00
REFUND:PETITE PASTRY CHEFS 44.00 44.00
1670.201
Page:13
apChkLst Final Check List Page: 14
09/29/2016 8:26:18AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
1001267 09/22/2016 019288 MEYERS, LIANE REFUND:MISS CATHY'S TINY TOTS
1045.208
1001268 09/22/2016 019289 NGUYEN, VANESSA REFUND:SEC DEP:RM RENTAL:TCC
1001269 09/22/2016 019290 PRIME CARE OF TEMECULA REFUND:SEC DEP:RM RENTAL:CRC
Amount Paid Check Total
64.00 64.00
150.00 150.00
150.00 150.00
Grand total for UNION BANK:
1,586,681.12
Page:14
apChkLst
Final Check List
09/29/2016 8:26:18AM CITY OF TEMECULA
Page: 15
129 checks in this report.
Grand Total All Checks:
1,586,681.12
Page:15
apChkLst Final Check List Page: 1
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK
Check # Date Vendor
Description
3099 10/06/2016 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT
SUPPORT
Amount Paid Check Total
1,128.45 1,128.45
3100 10/06/2016 000194 I CMA RETIREMENT -PLAN I CMA RETIREMENT TRUST 457 9,967.92 9,967.92
303355 PAYMENT
3101 10/06/2016 000444 INSTATAX (EDD) STATE DISABILITY INS PAYMENT 23,300.66 23,300.66
3102 10/06/2016 000283 INSTATAX (IRS) FEDERAL INCOME TAXES PAYMENT 84,641.47 84,641.47
3103 10/06/2016 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT 11,860.09 11,860.09
SOLUTION
3104 10/06/2016 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT 2,325.42 2,325.42
SOLUTION PAYMENT
3105 10/06/2016 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 39,829.85 39,829.85
RETIREMENT)
3106 10/06/2016 000245 PERS - HEALTH INSUR
PREMIUM
BLUE SHIELD ACCESS PLUS PAYMENT 0.00
PERS HEALTH INSURANCE PAYMENT 98,356.37
BLUE SHIELD ACCESS PLUS PAYMENT
0.00 98,356.37
3107 10/06/2016 017429 COBRA ADVANTAGE INC. FSA REIMBURSEMENT PAYMENT 5,896.00 5,896.00
179310 10/06/2016 004973 ABACHERLI, LINDI TCSD INSTRUCTOR EARNINGS 525.00 525.00
179311 10/06/2016 016764 ABM BUILDING SERVICES, LLC HVAC REPAIR: STA84 119.30 119.30
179312 10/06/2016 001517 AETNA BEHAVIORAL HEALTH, OCT'16 EMPLOYEE ASSISTANCE 629.20 629.20
LLC PRGM
179313 10/06/2016 015217 AIRGAS, INC. Dry ice for experiments:Pennypickle's 2.62
Dry ice for experiments:Pennypickle's
179314 10/06/2016 004767 ALERT ALL CORPORATION PUBLIC EDUCATION
MATERIALS:PREVENTION
4.55 7.17
5,101.92 5,101.92
179315 10/06/2016 009787 ALTEC INDUSTRIES INC EMERG EQUIP REPAIR: PW BOOM 15,996.02 15,996.02
TRUCK
179316 10/06/2016 004422 AMERICAN BATTERY TRAFFIC SIGNAL EQUIPMENT: PW
CORPORATION TRAFFIC
569.59 569.59
Pagel
apChkLst Final Check List Page: 2
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
179317 10/06/2016 004240 AMERICAN FORENSIC NURSES
(AFN)
179318 10/06/2016 013950 AQUA CHILL OF SAN DIEGO
Description
Amount Paid Check Total
PHLEBOTOMY SRVCS:TEMECULA 127.14
POLICE
PHLEBOTOMY SRVCS:TEMECULA POLIC 972.36
SEP 16 WATER SVCS:POLICE 28.35
STOREFRONT
SEP 16 DRINKING WATER SRVCS:INFO 1 28.35
SEP 16 MAINT SVCS DRINKING WATER: 184.14
SEP 16 MAINT SVCS DRINKING WATER: 34.83
SEP 16 MAINT SVCS DRINKING WATER: 28.35
SEP 16 MAINT SVCS DRINKING WATER: 28.35
179319 10/06/2016 004307 ARCH CHEMICALS, INC. SEP WATER QUALITY MAINT:HARV
LAKE/DUCK P
1,099.50
332.37
3,900.00 3,900.00
179320 10/06/2016 011954 BAKER & TAYLOR INC BOOK COLLECTIONS:LIBRARY 22.39 22.39
179321 10/06/2016 006254 BALLET FOLKLORICO
TCSD INSTRUCTOR EARNINGS 280.00
TCSD INSTRUCTOR EARNINGS
294.00 574.00
179322 10/06/2016 018101 BARN STAGE COMPANY INC, STTLMNT:SPOTLIGHTAT THE MERC 579.60 579.60
THE 09/26
179323 10/06/2016 014284 BLAKELY'S TRUCK SERVICE VEH &EQUIP MAI NT SRVCS: PW 216.20 216.20
STREET DIV
179324 10/06/2016 017115 BUREAU OF OFFICE SEP '16 TRANSCRIPTION
SERVICES, INC SRVCS:TEMECULA POL
179325 10/06/2016 000484 CALIF ASSN FOR LOCAL CALED'S CONF:REGIS:KITZEROW,
ECONOMIC DAMKO
179326 10/06/2016 001267 CALIF DEPT OF MOTOR FIRE CERT TRAILER REGISTRATION:
VEHICLES LIC
179327 10/06/2016 018828 CASC ENGINEERING AND AUG CONSTRUCTION ENG
SVCS:PW06-09
6.55 6.55
990.00 990.00
10.00 10.00
2,150.00 2,150.00
179328 10/06/2016 019143 CASO, MARCIA REFUND:CREDITONACCOUNT:TCSD 25.00 25.00
179329 10/06/2016 004462 CDW, LLC ERGONOMIC COMPUTER EQUIP:
FINANCE
324.52 324.52
179330 10/06/2016 018719 CM SCHOOL SUPPLY INC SUPPLIES:EXHIBITS/EXPERIMENTS:PP 64.80 64.80
WS
179331 10/06/2016 017429 COBRA ADVANTAGE INC. SEP '16 FLEX PROCESSING FEES
157.50 157.50
Paget
apChkLst
10/06/2016 9:55:23AM
Final Check List
CITY OF TEMECULA
Page: 3
Bank : union UNION BANK
Check # Date
Vendor
179332 10/06/2016 004405 COMMUNITY HEALTH
CHARITIES, CIO WELLS FARGO
BANK
179333 10/06/2016 002945 CONSOLIDATED ELECTRICAL
DIST.
179334 10/06/2016 001264 COSTCO TEMECULA #491
179335 10/06/2016 004329 COSTCO TEMECULA #491
179336 10/06/2016 018491 CRONBERG PHOTOGRAPHY
179337 10/06/2016 001393 DATA TICKET, INC.
179338 10/06/2016 003945 DIAMOND ENVIRONMENTAL
SRVCS
179339 10/06/2016 018247 DOKKEN ENGINEERING
179340 10/06/2016 004192 DOWNS ENERGY FUEL&
LUBRICANTS
179341 10/06/2016 013367 ELECTRO INDUSTRIAL SUPPLY
179342 10/06/2016 011202 EMH SPORTS USA, INC
179343 10/06/2016 011292 ENVIRONMENTAL SCIENCE
ASSOC.
(Continued)
Description
EMPLOYEE CHARITY DONATIONS
PAYMENT
ELECTRICAL SUPPLIES:CIVIC CTR
REFRESHMENTS/SUPPLIES:RISK
MGMT
MISC SUPPLIES:YOUTH LEADERSHIP PF
SUPPLIES:HUMAN SVCS:HEALTH FAIR
TCSD INSTRUCTOR EARNINGS
AUG 16 PARKING CITATION
PROCESSING:POLIC
PORTABLE RESTROOMS: VAIL RANCH
PARK
PORTABLE RESTROOMS: RIVERTON PAI
PORTABLE RESTROOMS: LONG CANYOI
PORTABLE RESTROOMS: LA SERENA W,
AUG '16 CONST MGMT SVCS:PW06-09
FUEL FOR CITY VEHICLES:PLAN/CODE
ENF
FUEL FOR CITY VEHICLES: TCSD
FUEL FOR CITY VEHICLES:TRAFFIC DIV
FUEL FOR CITY VEHICLES:PW
FUEL FOR CITY VEHICLES:PW
FUEL FOR CITY VEHICLES:POLICE
MISC COMPUTER SUPPLIES:HELP
DESK
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
AUG 16 EIR:PROPOSEDALTAIR
SPECIFIC PLAN
AUG 16 EIR:CYPRESS RIDGE DEVELOP
Amount Paid
Check Total
24.00
246.28
21.29
360.98
626.30
364.00
1,167.82
55.88
55.88
55.88
55.88
17, 536.00
83.33
282.08
207.56
531.02
512.98
79.90
148.83
315.00
771.40
420.00
15,657.50
24.00
246.28
382.27
626.30
364.00
1,167.82
223.52
17, 536.00
1,696.87
148.83
1,506.40
10,810.92 26,468.42
Page3
apChkLst Final Check List Page: 4
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
179345 10/06/2016 001056 EXCEL LANDSCAPE, INC.
Description
IRRIGATION REPAIRS: VARIOUS
MEDIANS
IRRIGATION REPAIRS: VARIOUS PARKS
SEP 16 LNDSCP MAINT SRVC: VAR PARI,
SEP 16 LNDSCP MAINT SRVC:VAR PARK
SEP 16 LNDSCP MAINT SVCS: VAR FACII
IRRIGATION REPAIRS: VARIOUS MEDIAN
IRRIGATION REPAIRS: VARIOUS PARKS
SEP 16 LNDSCP MAINT SRVCS: SOUTH
SEP 16 LNDSCP MAINT SRVC:VAR PARK
IRRIGATION REPAIRS: VARIOUS SLOPE:
SEP 16 LNDSCPE MAINT SRVCS: NORTH
IRRIGATION REPAIRS: VARIOUS MEDIAN
IRRIGATION REPAIRS: VARIOUS PARKS
IRRIGATION REPAIR: VINTAGE HILLS
IRRIGATION REPAIRS: VARIOUS MEDIAN
IRRIGATION REPAIR: VILLAGE GROVE
IRRIGATION REPAIRS: VARIOUS PARKS
Amount Paid Check Total
139.80
179.99
18,194.00
51,727.00
10,708.73
178.80
312.02
34,054.66
48,665.00
85.51
21,564.33
77.82
232.52
278.53
77.82
278.53
377.96
187,133.02
179346 10/06/2016 017432 EYEMED VISION CARE VISION PLAN PAYMENT 887.50 887.50
179347 10/06/2016 000165 FEDERAL EXPRESS INC 09/07 EXPRESS MAIL SVCS: TCSD 24.03 24.03
179348 10/06/2016 004074 FRANCHISE MGMT SERVICES Supplies:High Hopes program 90.51 90.51
INC
179349 10/06/2016 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 350.00 350.00
179350 10/06/2016 018858 FRONTIER CALIFORNIA, INC. SEP INTERNET SVCS:THEATER 129.99 129.99
179351 10/06/2016 013076 GAUDET, YVONNE M. TCSD INSTRUCTOR EARNINGS 302.40 302.40
179352 10/06/2016 015451 GREATAMERICA FINANCIAL SEP LEASE 16 COPIERS:CITY 289.44
SVCS HALL/OFF-SITE
SEP LEASE 16 COPIERS:CITY HALL/OFF 1,341.71 1,631.15
179353 10/06/2016 003198 HOME DEPOT, THE MAINT SUPPLIES: CRC 551.75 551.75
179354 10/06/2016 015315 HYLAND SOFTWARE, INC. SIRE software license renewal:city clerk 10,106.07 10,106.07
179355 10/06/2016 000863 I PMA MEMBERSHIP DUES: GARIBAY, ISAAC 393.00 393.00
179356 10/06/2016 015089 IN THE MIX SOUND MISC STAGE SUPPLIES: THEATER 2,500.00 2,500.00
Page:4
apChkLst Final Check List Page: 5
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
179357 10/06/2016 001407 INTER VALLEY POOL SUPPLY POOL SANITIZING CHEMICALS: VAR
INC POOLS
179358 10/06/2016 003296 INTL CODE COUNCIL CODE BOOKS FOR BLDG & SAFETY
179359 10/06/2016 000198 INTL COUNCIL OF SHOPPING ICSC MBRSHP RENEWAL:KITZEROW,
C.
179360 10/06/2016 019309 INVESTORS BUSINESS DAILY REFUND:SEC DEP:RM RENTAL:CONF
CTR B
179361 10/06/2016 012883 JACOB'S HOUSE INC EMPLOYEE CHARITY DONATIONS
PAYMENT
179362 10/06/2016 000548 KIPLINGER LETTER, THE SUBSCRIPTION:CM OFC
179363 10/06/2016 017118 KRACH, BREE B.
DAIS NAME PLATES:STAFFAT
COMMISSION MTG
NAME BADGES: OTTT
TROPHI ES/AWARDS:MPSC
179364 10/06/2016 000482 LEIGHTON CONSULTING INC AUG 16 GEOTECH SRVCS FOR PARK&
RIDE: PW
179365 10/06/2016 018434 LEW EDWARDS GROUP, THE CONSULTANT SVCS: INFO MAILER#2:
CITY MGR
SEP 16 CONSULTING SVCS: :CITY MGR':
179366 10/06/2016 013982 MCI COMM SERVICE
179367 10/06/2016 003782 MAIN STREET SIGNS
179368 10/06/2016 006787 MANN, SI LVA
179369 10/06/2016 018936 MARTINEZ, ABIGAIL
179370 10/06/2016 017427 MATCHETT, VIVIAN
Amount Paid Check Total
228.42 228.42
192.12 192.12
50.00 50.00
100.00 100.00
40.00 40.00
108.00 108.00
151.20
64.80
8.10 224.10
48, 356.91 48, 356.91
14,150.12
5,000.00 19,150.12
SEP XXX -0346 GENERAL USAGE 32.17
SEP XXX -0714 GEN USAGE:PD MALL AL/ 35.07 67.24
signs and supplies:pw street maint div 324.00 324.00
REFUND:SEC DEP:RM RENTAL:CRC 200.00 200.00
REFUND:RETURNED LOST 18.95 18.95
MATERIALS:LIBRARY
TCSD INSTRUCTOR EARNINGS 218.40
TCSD INSTRUCTOR EARNINGS 163.80 382.20
179371 10/06/2016 000944 MCCAIN TRAFFIC SUPPLY INC TRAFFIC SIGNAL EQUIP: PW TRAFFIC 272.16 272.16
179372 10/06/2016 013443 MIDWEST TAPE LLC Misc DVDs, books on CD, audio
44.39 44.39
Pages
apChkLst
10/06/2016 9:55:23AM
Final Check List
CITY OF TEMECULA
Page: 6
Bank : union UNION BANK
Check # Date
Vendor
179373 10/06/2016 012962 MILLER, MISTY
179374 10/06/2016 016445 MKB PRINTING &
PROMOTIONAL INC
179375 10/06/2016 004040 MORAMARCO, ANTHONY J.
179376 10/06/2016 001986 MUZAK LLC
179377 10/06/2016 015468 NAMI - TEMECULA VALLEY
179378 10/06/2016 001323 NESTLE WATERS NORTH
AMERICA
179379 10/06/2016 010167 ODYSSEY POWER
CORPORATION
179380 10/06/2016 003964 OFFICE DEPOT BUSINESS SVS
DIV
179381 10/06/2016 002105 OLD TOWN TIRE & SERVICE
(Continued)
Description
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
BUSINESS CARDS:INFORMATION
TECHNOLOGY
BUSINESS CARDS:TCSD
FINANCE DEPARTMENT BUSINESS CARI
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
TCSD INSTRUCTOR EARNINGS
OCT DISH NETWORK
PROGRAMING:FOC
REFUND:SEC DEP:RM RENTAL:MPSC
8/23-9/22 BOTTLED WATER SVC: CITY
COUNCI
8/23-9/22 BOTTLED WATER SVC: TVE2
08/23-09/22 DRINKING WATER SVC: TPL
08/23-09/22 DRINKING WATER SVC: CRC
08/23-09/22 DRINKING WATER SVC: OTT
08/23-09/22 DRINKING WATER SVC: IWT(
08/23-09/22 DRINKING WATER SVC:SKAT
08/23-09/22 DRINKING WATER SVC: MUS
08/23-09/22 DRINKING WATER SVC: TCC
08/23-09/22 DRINKING WATER SVC: FOC
08/23-09/22 DRINKING WATER SVC: MRC
08/23-09/22 DRINKING WATER SVC: TES(
08/23-09/22 DRINKING WATER SVC:PBSF
BATTERY REPLACE & UPS UNIT:CIVIC
CENTER
BUSINESS CARDS:FIRE
CITY VEHICLE MAINT SVCS:PW
STREET MAINT
CITY VEHICLE MAINT SVCS:PW STREET
CITY VEHICLE MAINT SVCS:PARKS
CITY VEHICLE MAINT SVCS:PW STREET
CITY VEHICLE MAINT SVCS:PW STREET
CITY VEHICLE MAINT SVCS:PW STREET
179382 10/06/2016 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE MAINT SVCS:BLDG &
SAFETY
Amount Paid
Check Total
98.00
345.80
478.80
99.31
525.70
70.48
616.00
591.50
70.00
567.00
140.85
200.00
27.32
54.68
63.37
136.75
41.15
27.50
6.47
8.63
28.90
135.19
13.40
50.10
30.19
23,319.90
18.12
186.34
650.00
1,171.46
167.47
326.04
650.00
922.60
695.49
1,844.50
140.85
200.00
623.65
23, 319.90
18.12
3,1 51.31
1,032.17 1,032.17
Page6
apChkLst
10/06/2016 9:55:23AM
Final Check List
CITY OF TEMECULA
Page: 7
Bank : union UNION BANK
Check # Date
Vendor
179383 10/06/2016 017888 PACIFIC HYDROBLASTING INC
179384 10/06/2016 013418 PENWORTHY COMPANY, THE
179385 10/06/2016 001999 PITNEY BOWES
179386 10/06/2016 010338 POOL& ELECTRICAL
PRODUCTS INC
179387 10/06/2016 005820 PRE -PAID LEGAL SERVICES
INC
179388 10/06/2016 017431 PRINCIPAL LIFE INSURANCE
CO
179389 10/06/2016 013725 PROCRAFT INC
179390 10/06/2016 019308 PUBLIC RETIREMENT
JOURNAL, THE
179391 10/06/2016 000262 RANCHO CALIF WATER
DISTRICT
179392 10/06/2016 000947 RANCHO REPROGRAPHICS
179393 10/06/2016 019310 RBJCWOM INC. CNCF OC
179394 10/06/2016 003591 RENES COMMERCIAL
MANAGEMENT
179395 10/06/2016 002412 RICHARDS WATSON &
GERSHON
179396 10/06/2016 000418 RIVERSIDE CO CLERK &
RECORDER
179397 10/06/2016 000406 RIVERSIDE CO SHERIFFS
DEPT
(Continued)
Description
STEAM CLEANING SRVCS: OT
WALKWAYS
COLLECTIONS:LIBRARY
9/16/16-12/15/16 POSTAGE MTR: STA 84
CHEMICAL SUPPLIES:SPLASH PARK
CHEMICAL SUPPLIES:SPLASH PARK
CHEMICAL SUPPLIES:SPLASH PARK
POOL SUPPLIES & CHEMICALS:VAR POC
POOL SUPPLIES & CHEMICALS:VAR POC
PREPAID LEGAL SERVICES PAYMENT
DENTAL INSURANCE PAYMENT
GARAGE DOOR REPAIR:FIRE STN 12
OCT 2016 TO SEPT 2017
SUBSCRIPTION
AUG WATER METER:30875 RANCHO
VISTA
AUG VAR WATER METERS:PW VARIOUS
AUG VAR WATER METERS:TCSD SVC LE
AUG VAR WATER METERS:FIRE STNS
REPROGRAPHIC SRVCS:SAM HICKS
PARK
REFUND:SEC DEP:MTG RM A/B:MPSC
WEED ABATEMENT: RIGHT-OF-WAYS
AUG 2016 LEGAL SERVICES
NTC EXEMPTION:LAND USE
DETERMINATION
7/21/16-8/17/16 LAW ENFORCEMENT
Amount Paid
Check Total
960.00
1,244.33
81.95
325.28
152.09
68.05
418.18
66.62
358.80
8,430.28
142.50
210.00
527.13
2,975.63
23, 302.62
571.63
73.01
200.00
4,896.00
60, 323.28
50.00
960.00
1,244.33
81.95
1,030.22
358.80
8,430.28
142.50
210.00
27, 377.01
73.01
200.00
4,896.00
60, 323.28
50.00
1,785,070.33 1,785,070.33
Page:7
apChkLst Final Check List Page: 8
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
Amount Paid Check Total
179398 10/06/2016 000406 RIVERSIDE CO SHERIFFS AUG EMERG RADIO RENTALS:POLICE 2,839.80 2,839.80
DEPT
179399 10/06/2016 012251 ROTH, DONALD J. TCSD INSTRUCTOR EARNINGS 98.00 98.00
179400 10/06/2016 002226 RUSSO, MARY ANNE TCSD INSTRUCTOR EARNINGS 787.50 787.50
179401 10/06/2016 009196 SACRAMENTO THEATRICAL SOUND/LIGHTING SUPPLIES:THEATER 161.07 161.07
LIGHTING
179402 10/06/2016 004274 SAFE & SECURE LOCKSMITH LOCKSMITH SRVCS:CIVIC CENTER 15.12
LOCKSMITH SRVCS:VARIOUS PARKS 40.50 55.62
179403 10/06/2016 009980 SANBORN, GWYNETH A. COUNTRY LIVE! @ THE MERC 10/1/16 254.75 254.75
179404 10/06/2016 013376 SECURITY SIGNAL DEVICES REPAIR & MAINT OF SECURITY 417.00 417.00
INC SYSTEM:I.T.
179405 10/06/2016 008529 SHERIFF'S CIVIL DIV -
CENTRAL
179406 10/06/2016 009213 SHERRY BERRY MUSIC
179407 10/06/2016 013695 SHRED -IT US JV, LLC
179408 10/06/2016 000645 SMART & FINAL INC
SUPPORT PAYMENT 100.00 100.00
JAZZ @ THE MERC 9/29 513.00 513.00
9/6, DOC SHRED SRVCS:CRC/LIBRARY 35.95 35.95
SUPPLIES:HIGH HOPES 39.56 39.56
Page8
apChkLst Final Check List Page: 9
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
179409 10/06/2016 000537 SO CALIF EDISON
179410 10/06/2016 001212 SO CALIF GAS COMPANY
Description
SEP 2-19-171-8568:28300 MERCEDES
ST
SEP 2-29-807-1226:28077 DIAZ RD
SEP 2-29-657-2787:41638 WINCHESTER
SEP 2-31-912-7494:28690 MERCEDES ST
SEP 2-34-333-3589:41702 MAIN ST
SEP 2-02-351-4946:41845 6TH ST
SEP 2-29-807-1093:28079 DIAZ RD
SEP 2-29-933-3831:43230 BUS PARK DR
SEP 2-31-031-2616:27991 DIAZ RD
SEP 2-31-282-0665:27407 DIAZ RD
SEP 2-31-536-3481:41902 MAIN ST
SEP 2-31-536-3655:41904 MAIN ST
SEP 2-30-520-4414:32781 TEM PKWY LS2
AUG -SEP 2-28-904-7706:32329 OVERLAN
AUG -SEP 2-21-981-4720:30153 TEM PKW
SEP 2-36-641-3912:27498 ENTERPRISE C
SEP 2-36-641-3839:27498 ENTERPRISE C
AUG -SEP 2-29-224-0173:32364 OVERLAN
SEP 2-14-204-1615:30027 FRONT ST RDI(
SEP 2-18-937-3152:28314 MERCEDES ST
SEP 2-25-393-4681:41951 MORAGA RD
SEP 2-35-403-6337:41375 MCCABE CT
SEP 2-35-664-9053:29119 MARGARITA RE
SEP 2-31-419-2873:43000 HWY-395
SEP 2-35-164-3770:43487 BUTTERFIELD
SEP 2-35-164-3663:42335 MEADOWS PK\
SEP 2-35-164-3515:32932 LEENA WAY
SEP 2-35-164-3242:44270 MEADOWS PK\
SEP 101-525-1560-6:27415
ENTERPRISE CIR
SEP 117-188-6393-6:32131 S LOOP RD
AUG 095-167-7907-2:30650 PAUBA RD
SEP 028-025-1468-3:41375 MCCABE CT
SEP 098-255-9828-8:29119 MARGARITA R
SEP 101-525-0950-0:28816 PUJOLST
SEP 091-024-9300-5:30875 RANCHO VISI
SEP 133-040-7373-0:43210 BUS PARK DR
SEP 026-671-2909-8:42051 MAIN ST
SEP 129-535-4236-7:41000 MAIN ST
SEP 129-582-9784-3:43230 BUS PARK DR
SEP 021-725-0775-4:41845 6TH ST
SEP 181-383-8881-6:28314 MERCEDES
AUG -SEP 196-025-0344-3:42081 MAIN ST
Amount Paid Check Total
586.48
25.00
24.30
2,408.48
25.44
1,963.45
24.73
2,356.68
25.20
25.34
172.41
25.44
1,019.07
139.46
19.42
34.10
28.25
4,917.63
45.78
1,050.53
520.88
1,241.96
921.20
24.11
28.12
26.16
26.31
27.48
98.49
23.38
162.70
21.14
14.79
17.92
827.20
20.07
42.59
849.08
34.01
73.71
22.23
2.14
17, 733.41
2,209.45
Page9
apChkLst Final Check List Page: 10
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
179411 10/06/2016 000519 SOUTH COUNTY PEST
CONTROL INC
Description
AUG PEST CONTROL SRVCS: VAR
FACILITIES
PEST CONTROL SRVCS:MARG SPLASH I
PEST CONTROL SRVCS:HARVESTON PA
PEST CONTROL SRVCS:WOLF CREEK P
PEST CONTROL SRVCS:WOLF CREEK P
PEST CONTROL SRVCS:PBSP
PEST CONTROL SRVCS:FIRE STN 84
PEST CONTROL SRVCS:DUCK POND
PEST CONTROL SRVCS:PARKS
PEST CONTROL SRVCS:VARIOUS PARK:
179412 10/06/2016 019250 ST. FRANCIS ELECTRIC, LLC TRAFFIC SIGNAL REPAIRS: PW
TRAFFIC
179413 10/06/2016 000293 STADIUM PIZZA INC
REFRESHMENTS:HUMAN SRVCS
PRGM 9/24
COLLEGE FAIR REFRESHMENTS: ECON
PITCH PRACTICE LUNCH: TVE2
179417 10/06/2016 007762 STANDARD INSURANCE LIFE INSURANCE PAYMENT
COMPANY
179418 10/06/2016 012723 STANDARD INSURANCE VOLUNTARY SUPP LIFE INSURANCE
COMPANY PAYMENT
179419 10/06/2016 008337 STAPLES BUSINESS
ADVANTAGE
Amount Paid Check Total
874.00
91.00
94.00
49.00
49.00
70.00
80.00
91.00
70.00
493.00
1,961.00
2,784.25 2,784.25
188.27
177.44
57.70 423.41
8,011.57 8,011.57
922.06 922.06
OFFICE SUPPLIES:TCSDADMIN 54.60
OFFICE SUPPLIES:TCSDADMIN
OFFICE SUPPLIES:THEATER
OFFICE SUPPLIES:THEATER
SUPPLIES:SKATE PARK
OFFICE SUPPLIES:TVM
OFFICE SUPPLIES:TCSDADMIN
OFFICE SUPPLIES:TCSDADMIN
RECREATION SUPPLIES:CRC
RECREATION SUPPLIES:CRC
OFFICE SUPPLIES:THEATER
CREDIT:MISC OFFICE SUPPLIES/PW CIP
OFFICE SUPPLIES:CITY CLERK
office supplies:Human Services
12.28
12.63
161.99
48.23
171.69
54.19
121.65
68.79
41.00
59.22
-106.91
79.36
16.95
795.67
179420 10/06/2016 015648 STEIN, ANDREW REC SUPPLIES:CRC 597.82
EVENT PRIZES:SKATE PARK 167.50 765.32
179421 10/06/2016 009061 STURDIVANT, ANGELA P. TCSD INSTRUCTOR EARNINGS 728.00 728.00
179422 10/06/2016 001547 TEAMSTERS LOCAL 911 UNION DUES PAYMENT
4,701.00 4,701.00
Pagel 0
apChkLst
10/06/2016 9:55:23AM
Final Check List
CITY OF TEMECULA
Page: 11
Bank : union UNION BANK
Check # Date
Vendor
179423 10/06/2016 012265 TEMECULA ACE HARDWARE
C/O
179424 10/06/2016 010679 TEMECULA AUTO
REPAIR/RADIATOR
179425 10/06/2016 003677 TEMECULA MOTORSPORTS
LLC
179426 10/06/2016 005970 TEMECULA VALLEY PLAYERS
179427 10/06/2016 019311 THE SPIRITUAL ASSEMBLY OF
179428 10/06/2016 016311 TIERCE, NICHOLAS
179429 10/06/2016 010276 TIME WARNER CABLE
179430 10/06/2016 019299 TONY TOBIN ELEMENTARY PTA
179431 10/06/2016 002452 TOP LINE INDUSTRIAL
179432 10/06/2016 017430 TRANSAMERICA LIFE
INSURANCE CO
179433 10/06/2016 004124 TRUELINE CONSTRUCTION &
179434 10/06/2016 018222 TVUSD
179435 10/06/2016 009709 U H S OF RANCHO SPRINGS,
INC
179436 10/06/2016 005460 U S BANK
179437 10/06/2016 017579 U.S. HEALTHWORKS MEDICAL
179438 10/06/2016 002110 UNITED RENTALS NORTH
AMERICA
(Continued)
Description
HARDWARE SUPPLIES:FIRE
VEH MAINT& REPAIR:TCSD
VEHICLE MAINTANCE:FIRE ADMIN
MOTORCYCLE
REPAI R/MAI NT:TEM. P. D.
LEGALLY BLONDE TICKET SALES
9/8-25/16
REFUND:SEC DEP:RM RENTAL:CONF
CTR A/B
GRAPHIC DESIGN
SERVICES:THEATER
OCT HIGH SPEED INTERNET:40820
WINCHESTER
REFUND:SEC DEP:POOL RENTAL:CRC
PW EQUIP PARTS: STREET MAINT
PW EQUIP PARTS: STREET MAINT
TRANSAMERICA ACCIDENT
ADVANTAGE PMT
TENNIS COURT REPAIRS:GARDNER
MID SCH
REFUND:SEC DEP:POOL RENTAL:CRC
REFUND:SEC DEP:POOL RENTAL:CRC
DEC '15 ASSAULT EXAM
SRVCS:POLICE
TRUSTEE ADMIN FEES:2011/2010 RDA
TRUSTEE ADMIN FEES:2002/2006 RDA
AUG PRE EMPLOY DRUG
SCREENINGS:HR
EQUIP RENTALS: PW STREET MAINT
Amount Paid
Check Total
30.67
1,138.62
216.61
160.79
23,318.94
150.00
2,565.00
1.60
150.00
96.61
123.09
2,968.46
15, 300.00
150.00
150.00
1,800.00
5,005.00
6,050.00
165.00
991.44
30.67
1,355.23
160.79
23, 318.94
150.00
2,565.00
1.60
150.00
219.70
2,968.46
15, 300.00
300.00
1,800.00
11,055.00
165.00
991.44
179439 10/06/2016 010169 UNITED TOWING SERVICE, INC towing svcs - police 975.00 975.00
Page:11
apChkLst Final Check List Page: 12
10/06/2016 9:55:23AM CITY OF TEMECULA
Bank : union UNION BANK (Continued)
Check # Date Vendor
Description
179440 10/06/2016 000325 UNITED WAY EMPLOYEE CHARITY DONATIONS
PAYMENT
179441 10/06/2016 008977 VALLEY EVENTS, INC.
Amount Paid Check Total
5.00 5.00
RENTAL EQUIP:9/11 REMEMBRANCE 631.00
PERFORMANCE:HIGH HOPES PRGM 9/1
475.00 1,106.00
179442 10/06/2016 014848 VALUTEC CARD SOLUTIONS, AUG TICKETING SERVICES:THEATER 39.00 39.00
LLC
179443 10/06/2016 014486 VERIZON WIRELESS 8/16-9/15 BROADBAND 3,024.98 3,024.98
SVCS:CITYWI DE
179444 10/06/2016 009101 VISION ONE, INC. AUG SHOWARE TICKETING 2,497.80 2,497.80
SRVCS:THEATER
179445 10/06/2016 010283 W B PRODUCTIONS INC TIMING SERVICES:FUN RUN 3,408.25 3,408.25
179446 10/06/2016 018147 WADDLETON, JEFFREY L. DJ/ANNOUNCER SRVCS:BLUE RIBBON 350.00 350.00
9/17
179447 10/06/2016 007987 WALMART SUPPLIES:EXHIBITS/EXPERIMENTS:PP 176.63 176.63
WS
179448 10/06/2016 018246 WALZ GROUP, LLC REFUND:SEC DEP:PICNIC
RENTAL:HARVESTON
179449 10/06/2016 001342 WAXIE SANITARY SUPPLY INC CUSTODIAL SUPPLIES:CITY FACS
179450 10/06/2016 003730 WEST COASTARBORISTS INC 8/16-31/16 TREE TRIMS &
REMOVALS:VILLAGE
8/16-31/16 TRI MS&REMOVALS:VINTAGE I
8/16-31/16 TREE TRIMS & REMOVALS:R-(
8/16-31/16 TREE TRIMS&REMOVALS:TRA
179451 10/06/2016 017319 WUT MEDIA FY 16/17 ADVERTISING:TEMECULA
PRESENTS
1001270 09/29/2016 015274 ANGELES, ANN REFUND:SEC DEP:PICNIC
RENTAL:HARVESTON
200.00 200.00
1,960.45 1,960.45
1,892.00
150.00
17,778.00
9,767.00
29, 587.00
2,400.00 2,400.00
200.00 200.00
1001271 09/29/2016 019305 JORDAN, KIM REFUND:MISS CATHY'S TINY TOTS 64.00 64.00
1040.207
1001272 09/29/2016 019306 KARLIN, RACHEL REFUND:PRESCHOOL GYMNASTICS 51.20 51.20
1705.205
1001273 09/29/2016 016117 PETERS, TERESA REFUND:TEMECULA GLITZ CHEER 119.00 119.00
4040.201
Page:12
apChkLst Final Check List Page: 13
10/06/2016 9:55:23AM CITY OF TEMECULA
Grand total for UNION BANK:
2,710,385.43
Page:13
apChkLst
Final Check List
10/06/2016 9:55:23AM CITY OF TEMECULA
Page: 14
151 checks in this report.
Grand Total All Checks:
2,710,385.43
Page:14
Item No. 4
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Randi Johl, City Clerk
DATE: October 25, 2016
SUBJECT: Adopt Ordinance 16-09 Adding Chapter 9.65, Prohibition Against Certain Forms
of Solicitation, Lingering and Loitering on Medians, to the Temecula Municipal
Code (Second Reading)
PREPARED BY: Randi Johl, City Clerk
RECOMMENDATION: That the City Council adopt an ordinance entitled:
ORDINANCE NO. 16-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADDING CHAPTER 9.65, PROHIBITION AGAINST
CERTAIN FORMS OF SOLICITATION, LINGERING AND
LOITERING ON MEDIANS, TO THE TEMECULA MUNICIPAL
CODE
BACKGROUND: The City of Temecula is a general law city formed under the laws
of the State of California. With respect to adoption of ordinances and resolutions, the City
adheres to the requirements set forth in the Government Code. With the exception of urgency
ordinances, Government Code Section 36934 requires two readings of standard ordinances
more than five days apart. Ordinances must be read in full at the time of introduction or passage
unless a motion waiving the reading is adopted by a majority of the City Council present.
Ordinance No. 16-09 was first introduced at the regularly scheduled meeting of October 11,
2016.
FISCAL IMPACT: None
ATTACHMENTS: Ordinance
ORDINANCE NO. 16-09
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ADDING CHAPTER 9.65, PROHIBITION
AGAINST CERTAIN FORMS OF SOLICITATION,
LINGERING AND LOITERING ON MEDIANS, TO THE
TEMECULA MUNICIPAL CODE
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN
AS FOLLOWS:
Section 1. Enactment of Chapter 9.65. Chapter 9.65, Prohibition against
Certain Forms of Solicitation, Lingering and Loitering on Medians, is hereby added to
Title 9, Peace, Morals and Welfare, of the Temecula Municipal Code to read as follows:
"Chapter 9.65 - PROHIBITION AGAINST CERTAIN FORMS OF
SOLICITATION, LINGERING AND LOITERING ON MEDIANS
Sections:
9.65.010 — Findings.
9.65.020 — Authority and purpose.
9.65.030 — Applicability.
9.65.040 — Definitions.
9.65.050 — Aggressive Solicitations Prohibited.
9.65.060 —All Solicitations prohibited at Specified Locations; Lingering and
Loitering Prohibited on Medians.
9.65.070 — Exemptions.
9.65.080 — Penalty.
9.65.010 — Findings. The City Council hereby finds, determines and declares
that:
(a) Solicitations made in an aggressive manner are unsafe and
disruptive to persons in the City of Temecula and are a threat to public health,
safety, and general welfare. Aggressive solicitations typically include
approaching or following pedestrians, the use of abusive language, unwanted
physical contact, or the intentional blocking of pedestrian and vehicular traffic.
(b) An increase in aggressive solicitation throughout the City has
become extremely disturbing and disruptive to residents and businesses, and
has contributed not only to the loss of access to and enjoyment of public places,
but also to an enhanced sense of fear, intimidation and disorder.
(c) Aggressive solicitation from people in places where they are a
"captive audience" in which it is impossible or difficult for them to exercise their
own right to decline to listen to or to avoid solicitation from others, is problematic,
detracts from the rights of persons in the City to quietly enjoy public facilities and
presents a risk to the health, safety and welfare of the public. Such places
include public transportation vehicles and their designated locations for stops, as
well as gasoline stations.
(d) The presence of individuals who solicit money from persons at or
near banks or automated teller machines is especially threatening and
dangerous. Such activity often carries with it an implicit threat to both person and
property. Restricting solicitation in such places will provide a balance between
the rights of solicitors and the rights of persons who wish to decline or avoid such
solicitations, and will help avoid or diminish the threat of violence in such
unwarranted and unavoidable confrontations.
(e) Aggressive solicitation on roadway median strips, at traffic
intersections, and in the public roadway and lingering and loitering on a median
are unsafe and hazardous for solicitors, drivers, pedestrians, and the general
public. Aggressive soliciting on roadway median strips, at traffic intersections,
and in the public roadway increases the risk of drivers becoming distracted from
their primary duty to watch traffic, which may result in automobile accidents,
congestion and blockage of streets, and delay and obstruction of the free flow of
travel, all of which constitute substantial traffic safety problems.
(f) The Council's intent in enacting this Chapter is not to interfere with
the exercise of First Amendment rights of those engaged in solicitation on
roadway median strips, at traffic intersections, and in the public roadway and
lingering and loitering on the medians, but only to minimize the safety hazards of
those in such areas as well as the drivers and passengers in vehicles near these
areas and in a manner to minimize those safety hazards.
(g) The practice of aggressive solicitation near driveways accessing
shopping centers, retail, and business establishments is unsafe and hazardous
for solicitors, drivers, pedestrians and the general public. The location of the
solicitor near the driveway compromises the solicitor's safety, impedes visibility,
and impairs a driver's ability to safely enter and exit. Drivers also become
distracted from their duty to watch traffic, which may result in automobile
accidents, congestion and blockage of streets, and delay and obstruction of the
free flow of travel, all of which constitute substantial traffic safety problems.
(h) The restrictions of this Chapter are content neutral and are narrowly
tailored to serve a significant governmental interest, but still provide alternative
avenues of communication.
(i) The reasonable time, place, manner restrictions in this Chapter
avoid the negative effects of aggressive solicitation and solicitation in unsafe
places and will not unreasonably restrict free speech of people engaged in
solicitation.
9.65.020 — Authority and purpose.
(a) This chapter is adopted pursuant to the authority granted to the City
of Temecula in Article XI, Section 7 of the California Constitution.
(b) The purpose and intent of this Chapter is to protect public health,
safety and the general welfare of people in the City of Temecula and improve the
quality of life and economic vitality of the City of Temecula by imposing
reasonable time, place, manner, restrictions on certain forms of solicitation while
respecting the constitutional rights of free speech for all citizens as further
described in the findings set forth in Section 9.65.010.
(c) The California Supreme Court has held such regulation of
solicitation does not violate the liberty of speech clause of the California
Constitution in the case of Los Angeles Alliance For Survival v. City of Los
Angeles (2000) 22 Ca1.4th 352.
9.65.030 — Applicability.
The provisions of this Chapter shall apply generally to all property throughout the
City wherein any of the conditions specified in this Chapter are found to exist;
provided, however, that any condition that constitutes a violation of this Chapter,
but which is permitted or authorized under any local, state or federal law, shall
not be deemed to violate this Chapter.
9.65.040 — Definitions.
As used in this Chapter, the following words, terms and phrases shall have the
following meanings, unless a different meaning is apparent from the context or is
specified elsewhere in this Chapter:
(a) "After dark" means any time from one-half hour after sunset to one-
half hour before sunrise.
(b) "Aggressive manner" means any of the following:
(1) Conduct intended or likely to cause a reasonable person to
fear bodily harm to oneself or to another, damage to or loss of property, or
otherwise be intimidated into giving money or other thing of value;
(2) Intentionally touching or causing physical contact with
another person or an occupied vehicle without that person's consent;
(3) Intentionally blocking or interfering with the safe or free
passage of a pedestrian or vehicle by any means, including unreasonably
causing a pedestrian or vehicle operator to take evasive action to avoid physical
contact;
(4) Using violent or threatening gestures toward a person; or
(5) Persisting in closely following or approaching a person, after
the person has informed a solicitor that such person does not want to be solicited
or does not want to give money or any other thing or value to the solicitor.
(c) "Automated teller machine" or "ATM" means any electronic
information processing device that accepts or dispenses cash in connection with
a credit, deposit, or convenience account.
(d) "Automated teller machine facility" means the area comprised of
one or more automated teller machines, and any adjacent space that is made
available to banking customers after regular banking hours.
(e) "Bank" means any member bank of the Federal Reserve System,
and any bank, banking association, trust company, savings bank, or other
banking institution organized or operated under the laws of the United States,
and any bank the deposits of which are insured by the Federal Deposit Insurance
Corporation.
(f) "Check cashing business" means any person duly licensed as a
check seller, bill payer, or prorater pursuant to California Financial Code Section
12000 et seq., as may be amended.
(g) "Credit union" means any federal credit union and any state -
chartered credit union the accounts of which are insured by the Administrator of
the National Credit Union Administration.
(h) "Donation" shall mean a gift of money or other item of value.
(i) "Financial institution" includes a bank, savings and loan
association, credit unions and check cashing business.
(j) "Linger on a median" means remaining in a median longer than two
traffic signals cycles, except in an emergency or except where the median is
specifically designated for pedestrians or equestrians.
(k) "Loiter on a median" means standing or lingering in a median for
any purpose other than to safely and lawfully cross the street, except in an
emergency or except where the median is specifically designated for pedestrians
or equestrians.
(I) "Median" shall mean a paved or planted area of public right-of-way
that divides a street or highway according to the direction of travel.
(m) "Motor vehicle" means any propelled vehicle or vehicle drawn by a
power other than muscular power, other than a motorized wheelchair.
(n) "Public place" means a place to which the public or a substantial
group of persons has access, and includes, without limitation, any street,
highway, sidewalk, median, parking lot, plaza, transportation facility, school,
place of amusement, park, playground and any doorway, entrance, hallway,
lobby and other portion of any business establishment, an apartment house or
hotel not constituting a room or apartment designed for actual residence.
(o) "Public transportation vehicle" means any vehicle, including a trailer
bus, or train, designed, used or maintained for carrying ten (10) or more persons,
including the driver; or a passenger vehicle designed for carrying fewer than ten
(10) persons, including the driver, and used to carry passengers for hire.
(p) "Savings and loan association" means any federal savings and
loan association and any "insured institution" as defined in Section 401 of the
National Housing Act, as amended, and any federal credit union as defined in
Section 1752 of the Federal Credit Union Act, as amended.
(q) "Solicit" shall mean to ask, beg, request or panhandle using
spoken, written, or printed word, or bodily gestures, signs or other means with
the purpose of obtaining an immediate donation of money or other thing of value
or soliciting the sale of goods or services.
(r) "Solicitor" means one who solicits as defined in Subsection (q) of
this Section.
9.65.050 — Aggressive Solicitations Prohibited.
No person shall solicit in an aggressive manner (as defined in Section
9.65.020(b)) in any public place.
9.65.060 — All Solicitations Prohibited at Specified Locations; Lingering and
Loitering Prohibited on Medians.
(a) Financial Institutions and Automated Teller Machines (ATMs). No
person shall solicit within twenty-five (25) feet of any entrance or exit of any
financial institution during its business hours or within twenty-five (25) feet of any
automated teller machine during the time it is available for customers' use.
When an automated teller machine is located within an automated teller machine
facility, such distance shall be measured from the entrance or exit of the
automated teller machine facility. No person shall solicit within an automated
teller machine facility where a reasonable person would or should know that he
or she does not have the permission to do so from the owner or other person
lawfully in possession of such facility.
(b) Parking Lots. No person shall solicit in any public parking lot or
structure any time after dark.
(c) Public Transportation Vehicles and Stops. No person shall solicit in
any public transportation vehicle or within fifty (50) feet of any designated or
posted public transportation vehicle stop.
(d) Gasoline Stations and Fuel Pumps. No person shall solicit from an
operator or occupant of a motor vehicle while such vehicle is stopped in a
gasoline station or at a fuel pump.
(e) Driveways Accessing Shopping Center, Retail and Business
Establishments. No person shall solicit from an operator or occupant traveling in
a motor vehicle while such vehicle is located within twenty-five (25) feet of a
driveway providing vehicular access to a shopping center, retail or business
establishment.
(f) Medians.
(1) No person shall linger on a median.
(2) No person shall loiter on a median.
(3) No person shall solicit upon any median or in any manner or
location that is inconsistent with the provisions of the California Vehicle Code.
(g) Dining Establishments. No person shall solicit in any outdoor
dining area of any restaurant or other dining establishment serving food for
immediate consumption.
9.65.070 — Exemptions.
The provisions of Section 9.65.060 shall not be construed to prohibit:
(a) The right to exercise protected free speech;
(b) The lawful vending of goods and services;
(c) Solicitations related to business authorized by or conducted by the
property owner, business owner, or employees thereof on the premises;
(d) Solicitations related to the lawful towing of a vehicle; or
(e) Solicitations related to emergency repairs requested by the
operator or other occupant of a motor vehicle.
9.65.080 — Penalty.
(a) Misdemeanor. Any person who violates Sections 9.65.050 and
9.65.060 of this Chapter shall be guilty of a misdemeanor or infraction as
provided Chapters 1.20 of Title 1 of the Temecula Municipal Code.
(b) Administrative Citations. Any person who violates Sections
9.65.050 or 9.65.060 of this Chapter shall be guilty of violating the Temecula
Municipal Code and may be issued an administrative citation and be subject to
the applicable punishments pursuant to Chapter 1.21 of Title 1 of the Temecula
Municipal Code.
(c) Non -exclusivity. Nothing in this Chapter shall limit or preclude the
enforcement of any other applicable laws or remedies available for violations of
this Chapter, including but not limited to, the enforcement provisions of Title 1 of
the Temecula Municipal Code."
Section 2. Severability. If any provision, clause, sentence or paragraph of this
Ordinance or the application thereof to any person or circumstances shall be held
invalid, such invalidity shall not affect the other provisions of this Ordinance which can
be given effect without the invalid provision or application, and to this end, the
provisions of this Ordinance are hereby declared to be severable.
Section 3. Certification. The City Clerk of the City of Temecula shall
certify to the passage and adoption of this Ordinance and shall cause the same to be
published or posted in the manner required by law.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 25th day of October, 2016.
Michael S. Naggar, Mayor
ATTEST:
Randi Johl, City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the
foregoing Ordinance No. 16-09 was duly introduced and placed upon its first reading at a
meeting of the City Council of the City of Temecula on the 11th day of October, 2016, and
that thereafter, said Ordinance was duly adopted by the City Council of the City of
Temecula at a meeting thereof held on the 25th day of October, 2016, by the following
vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Randi Johl, City Clerk
Item No. 5
Approvals
City Attorney
Finance Director
City Manager
Por -
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Michael Heslin, Director of Information Technology & Support Services
DATE: October 25, 2016
SUBJECT: Approve a Three-year Microsoft Enterprise Renewal Agreement with Softchoice
Corporation for Microsoft Software Licenses
PREPARED BY: Michaela Ballreich, Deputy Director of Support Services
RECOMMENDATION: That the City Council:
1. Approve a three-year Microsoft Enterprise Renewal Agreement with Softchoice
Corporation, in the annual amount of $74,639.87, for a total contract amount of
$223,919.61 subject to the annual True -up cost as described in
Recommendation 2;
2. Approve 20% of the total contract, in the amount of $44,783.92, for the annual
True -up cost for the term of the three-year agreement;
3. Approve the True -up cost of $10,910.68 for the last year of the five-year
agreement with SoftwareOne.
BACKGROUND: The City has standardized on Microsoft products for its desktop
and server operating systems/office applications for many years and has previously participated
in the Microsoft Enterprise Agreement (EA). In October of 2011, the City Council approved a
five-year Microsoft Enterprise Agreement (EA) with CompuCom Systems, Inc. (now known as
SoftwareOne), by piggy -backing on a Master Agreement through the County of Riverside. The
term of that agreement was October 2011 through October 2016.
With this agreement shortly expiring, it is recommended that the City renew a three-year
Microsoft Enterprise Agreement through Softchoice Corporation. The Microsoft Enterprise
Agreement has proven to be a very cost-effective way to purchase Microsoft software based on
the organization's size, the benefits of Software Assurance, as well as simplified licensing
management. This Agreement addresses the City's key organizational objectives, such as
building a secure and well-managed data center, maintaining line -of -business applications using
the Microsoft Windows Operating System, and SQL Database Software.
Software Assurance (SA), included in the proposed three-year Microsoft Enterprise Agreement,
is a core set of benefits that improves workforce productivity and streamlines software
deployment. These benefits include access to new product demos, rights to new software
versions/upgrades, deployment planning days, 24/7 phone and web support, training for both
end-users and technical staff along with maintaining the Department's strategic goal of always
being on a supported release of Microsoft software, whether on the back -end servers or on the
end users' desktop workstations.
Renewal of the Microsoft Enterprise Agreement will provide the City with continued flexibility,
allowing the Department to efficiently manage its computing environment and to optimize
licensing expenditures. This renewal agreement would be effective November 1, 2016 through
October 31, 2019.
It is recommended that the City piggy -back on the County of Riverside's awarded agreement.
The County's agreement contains the same Microsoft Master Agreement which includes the
terms and conditions that are currently part of the City's existing Microsoft Agreement. The
County's procurement process included terms that allow surrounding public agencies within
California to benefit from volume pricing. Through the County's process a Master Microsoft
Large Account Resellers (LARs) List was created. The LARs purchase Microsoft products at a
discounted pricing below the standard Level D government rate; therefore, the City benefits by
receiving a discounted rate. A competitive procurement process was followed by requesting
quotes from each of the six Microsoft LARs. Quotes were received from each of the six
Microsoft LARs. The low bidder is Softchoice Corporation.
Large Account Reseller
Annual cost
Three-year Agreement Cost
Softchoice Corporation
$74,639.87
$223,919.61
DELL
$74,814.31
$224,442.93
PCMaII-gov
$74,909.43
$224,728.29
SoftwareOne
$75,113.64
$225,340.92
Insight
$75,569.62
$226,708.86
EnPointe
$75,588.37
$226,765.11
As per the existing Microsoft Agreement, at the conclusion of each year, it is necessary to
conduct an accounting of the City's usage of the licensed products. A $10,910.68 true -up cost
is being applied to the last year of the five-year agreement to cover Windows Server Datacenter
and SQL Server Standard. By truing up, the City is meeting its contractual obligations as set
forth in the existing Enterprise Agreement.
The proposed 20% for the annual True -up cost in the amount of $44,783.92 (Recommendation
#2) is requested to meet annual organizational software licensing needs for the term of the
three-year agreement.
Because no local reseller from the City of Temecula has been identified on the Master Large
Account Reseller List through the County of Riverside, a local vendor would not be able
maintain the City's current renewal with the Level D -7.5% discounted pricing.
FISCAL IMPACT: Adequate funds have been budgeted in the Fiscal Year 2016-17
Information Technology Budget.
ATTACHMENTS:
1. Softchoice Corporation Quote
2. Signature Form
3. Product Selection Form
4. Enterprise Enrollment Form
5. Previous Enrollment Agreement
6. SoftwareOne True -up Quote
Extended Price
softchoice
Ship To: 1000085
CITY OF TEMECULA
41000 MAIN STREET
IT
TEMECULA, CA 92590
Attn: MICHAEL HESLIN
Softchoice Corporation
314 W Superior Street, Ste 301
Chicago, IL, 60654
Sales/Order desk
Phone: (800) 268-7638 Fax: (800) 268-7639
All currency in this quote is in US dollars.
QUOTE
Bill To: 1000085
Quote
7917102
Date
12 -Oct -2016
Reference
4949770 / 4951488
CITY OF TEMECULA
41000 MAIN STREET
TEMECULA, CA 92590
Attn:
Quote Prepared For
Michael Heslin
City Of Temecula
It
Phone: (951) 308-6321
Fax:
Quote Sent By
Maureen Eggeman
Maureen.Eggeman@softchoice.com
Phone: (312) 655-9002 x323202
Fax: (800) 268-7639
Item #
Mfg Sku #
Description
Qty
Unit Price
QU8187
QU8153 W06-01072 MS ENTERPRISE AGREEMENT SLG - CORE CALCLIENT ACCESS SA RENEWAL 300
3YCSDA1A PLATFORM USER CAL ALL LANGUAGES E -CERTIFICATE MS EA -LVL D 3YR
FG4079
UC4782
FG4091
TN0269
FG4093
FG4086
MX0993
MX0221
FG4089
UE9927
UQ7350
W06-01066 MS ENTERPRISE AGREEMENT SLG - CORE CALCLIENT ACCESS LIC LIC/SA
3YCSDA1A PLATFORM USER CAL YR1 ALL LANGUAGES E -CERTIFICATE MS EA -LVL D 3YR
75
269-12442 MS ENTERPRISE AGREEMENT SLG - OFFICEPROPLUS ALNG SA MVL PLTFRM 300
3YCSDA1A ALL LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
KV3-00353 MS ENTERPRISE AGREEMENT SLG - WINENT ALNG SA MVL PLTFRM LISTED 300
3YCSDA1A LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
312-02257 MS ENTERPRISE AGREEMENT SLG - EXCHGSVRSTD ALNG SA MVL ALL 2
3YCSDA1A LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
6JT-00002 MS ENTERPRISE AGREEMENT SLG - EXCHONLNPRTCTN SHRDSVR SUBSVL 375
3YCSDA MVL PERUSR ALL LANGUAGES SAAS MS EA -LVL D 3YR
H04-00268 MS ENTERPRISE AGREEMENT SLG - SHAREPOINTSVR ALNG SA MVL ALL 1
3YCSDA1A LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
076-01912 MS ENTERPRISE AGREEMENT SLG - PRJCT ALNG SA MVL ALL LANGUAGES E- 15
3YCSDA1A CERTIFICATE MS EA -ADD D 3YR
7NQ-00292 MS ENTERPRISE AGREEMENT SLG - SQL SERVER STANDARD CORE 8
3YCSDA1A 2CORELIC SA RENEWAL ALL LANG E -CERTIFICATE MS EA -ADD D 3YR
7NQ-00302 MS ENTERPRISE AGREEMENT SLG - SQLSVRSTDCORE ALNG LICSAPK MVL 4
3YCSDA1A 2LIC CORELIC ALL LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
D86-01253 MS ENTERPRISE AGREEMENT SLG - VISIOSTD ALNG SA MVL ALL LANGUAGES 9
3YCSDA1A E -CERTIFICATE MS EA -ADD D 3YR
MX3-00117 MS ENTERPRISE AGREEMENT SLG - VSENTWMSDN ALNG SA MVL ALL 2
3YCSDA1A LANGUAGES E -CERTIFICATE MS EA -ADD D 3YR
9GS-00735 MS ENTERPRISE AGREEMENT SLG - CISSTEDCCORE ALNG LICSAPK MVL 2LIC 32
3YCSDA1A WOWINSVRLIC CORELIC LISTED LANGUAGES E -CERTIFICATE MS EA -ADD D
3YR
All currency in this quote is in US dollars.
All currency in this quote is in US dollars.
$70.35
$38.70
$78.50
$34.65
$104.37
$8.18
$1,003.00
$96.37
$528.97
$1,234.25
$42.65
$967.37
$206.14
SUB TOTAL
DELIVERY: Economy
TOTAL
$5,276.25
$11,610.00
$23,550.00
$10,395.00
$208.74
$3,067.50
$1,003.00
$1,445.55
$4,231.76
$4,937.00
$383.85
$1,934.74
$6,596.48
$74,639.87
NO CHARGE
$74,639.87
Estimated Monthly Lease Payment $2,298 per month*
Page 1 of 2 v3.0
softchoice
Softchoice Corporation
314 W Superior Street, Ste 301
Chicago, IL, 60654
Sales/Order desk
Phone: (800) 268-7638 Fax: (800) 268-7639
QUOTE
Quote
7917102
Date
12 -Oct -2016
Reference
4949770 / 4951488
*Please note that the estimated monthly payment shown above is an option based on a 36 month term with a USD$1.00 buyout at the end of the term. Fair market value buyout and
monthly payments may vary depending on your creditworthiness as determined by Softchoice, in its sole discretion. 1 and 2 year Service Agreements, Subscriptions, License and
Support contracts are not eligible for 36 month payment plans; 12 or 24 month payment options are available upon request. Shipping and applicable taxes not included in above
estimate. Payment options in the United States of America are in US dollars and not billable in other currencies.
Pricing, availability and special offers are subject to change at any time.
Softchoice Corporation is legally obligated to collect fees levied under the Electronic Waste Recycling Fee Program (California State Board of Equalization) associated with the
transaction(s) listed on this document
If you will be prepaying for this order by check, please ensure to phone or e-mail your order request to Sales. After placing your order, write the order number given to you by Sales on
the front of the check and remit payment to:
Attention: Finance
Softchoice Corporation
16609 Collections Center Drive
Chicago, IL
60693-0166
Page 2 of 2 v3.0
T Microsoft
Program Signature Form
MBA/MBSA number
Agreement number
01E73134
Volume Licensing
Note: Enter the applicable active numbers associated with the documents below. Microsoft
requires the associated active number be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program
agreement.
This signature form and all contract documents identified in the table below are entered into between
the Customer and the Microsoft Affiliate si.nin., as of the effective date identified below.
Contract Document
Enter•rise Enrollment Indirect
Product Selection Form
Number or Code
X20-12057
0533573.002 PSF
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read
and understand the above contract documents, including any websites or documents incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Customer
Name of Entity (must be legal entity name)* City of Temecula
Signature*
Printed First and Last Name* Michael S. Naggar
Printed Title Mayor
Signature Date*
Tax ID
* indicates required field
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft's signature date)
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014)
Page 1 of 2
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to
Customer's channel partner or Microsoft account manager, who must submit them to the following
address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation
copy.
Microsoft Corporation
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Page 2 of 2
Enterprise Enrollment Product Selection Form
Proposal ID
0533573.002
Language: English (United States)
Microsoft I Volume Licensing
Enrollment Number
Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order:
Profile
Qualified
Devices
Qualified Users
Device / User
Ratio
Enterprise Product Platform
CAL Licensing
Model
Enterprise
300
375
0.8
Yes
User Licenses
Products
Enterprise Quantity
Office Professional Plus
2
Office Professional Plus
300
Client Access License (CAL)
Office Professional Plus +
Office 365 ProPlus + Office
365 (Plans E3, E4 and E5) +
Secure Productive Enterprise
Core CAL
Client Access
License + Windows
Intune + EMS USL +
Secure Productive
Enterprise
Core CAL
375
Windows Desktop
375
Windows Enterprise OS Upgrade
300
Enrolled Affiliate's Product Quantities:
Price Group
1
2
3
4
Enterprise Products
Office Professional Plus +
Office 365 ProPlus + Office
365 (Plans E3, E4 and E5) +
Secure Productive Enterprise
Client Access License +
Office 365 (Plans E1, E3,
E4 and E5) + Secure
Productive Enterprise
Client Access
License + Windows
Intune + EMS USL +
Secure Productive
Enterprise
Win E3 + Win E5 +
Win VDA + Secure
Productive
Enterprise
Quantity
300
375
375
300
Enrolled Affiliate's Price Level:
Product Offering / Pool
Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract
documents, Price level set using the highest quantity from Groups 1 through 4.
D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level
set using quantity from Group 1.
D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set
using the highest quantity from Group 2 or 3.
D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set
using quantity from Group 4.
D
EA-EASProdSelForm(VWV)(ENG)
Page 1 of 2
MS Quote
Enterprise Enrollment Product Selection Form
Microsoft I Volume Licensing
NOTES
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described
above, based upon the quantity to price level mapping below:
Quantity of Licenses and Software Assurance
Price Level
2,399 and below
A
2,400 to 5,999
B
6,000 to 14,999
C
15,000 and above
D
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these
may be purchased.
Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for
each Profile.
Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS
Upgrade.See the Product List for details.
Note 4: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade, Enrolled
Affiliate must certify that it has acquired qualifying operating system licenses. See the Product List for details.
Note 5: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,
the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying
Government Entity Addendum pricing provision for more details on price leveling.
EA-EASProdSelForm(VWV)(ENG)
Page 2 of 2
MS Quote
61. Microsoft
Enterprise Enrollment
Enterprise Enrollment number
(Microsoft to complete)
Previous Enrollment number
(Reseller to complete)
58801435
8055403
Volume Licensing
State and Local
Framework ID
(if applicable)
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form
as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of
the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement
identified on the signature form, (3) the Product Selection Form, (4) any supplemental contact information
form or Previous Agreement/Enrollment form that may be required, (5) any order submitted under this
Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By
entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the
Enterprise Agreement.
All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of
any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or
more previous Enrollments or agreements, then the effective date will be the day after the first prior
Enrollment or agreement expires or terminates. Otherwise, the effective date will be the date this Enrollment
is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date
each year this Enrollment is in effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months
from the effective date of the initial term. If the Enrollment is renewed, the renewal term will expire 36 full
calendar months after the effective date of the renewal term. Any reference in this Enrollment to "day" will
be a calendar day.
Terms and Conditions
1. Definitions..
Terms used but not defined in this Enrollment will
following definitions are used in this Enrollment:
"Additional Product" means any Product identified
Affiliate under this Enrollment.
have the definition in the Enterprise Agreement. The
as such in the Product Terms and chosen by Enrolled
"Community" means the community consisting of one or more of the following: (1) a Government, (2) an
Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a
Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject
to Government regulations for which Customer determines and Microsoft agrees that the use of
Government Community Cloud Services is appropriate to meet Customer's regulatory requirements.
Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government
Community Cloud Service.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 1 of 10
Document X20-12057
"Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the
Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are
treated as Online Services, except as noted.
"Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products
must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this
program.
"Expiration Date" means the date upon which the Enrollment expires.
"Federal Agency" means a bureau, office, agency, department or other entity of the United States
Government.
"Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental
capacity.
"Government Community Cloud Services" means Microsoft Online Services that are provisioned in
Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft
Online Services that are Government Community Cloud Services are designated as such in the Use Rights
and Product Terms.
"Industry Device" (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a
multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task -specific software program (e.g. a computer-aided design program used by an architect or
a point of sale program) ("Industry Program"). The device may include features and functions derived from
Microsoft software or third -party software. If the device performs desktop functions (such as email, word
processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program
functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
"Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product
Terms.
"Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and
is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access
a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, (3) not a Managed Device. At its
option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used
by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise
Products or Online Services the Enrolled Affiliate has selected.
"Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a
Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or
an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
"Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by
an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement;
"Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms,
the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any
United States county, borough, commonwealth, city, municipality, town, township, special purpose district,
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 2 of 10
Document X20-12057
or other similar type of governmental instrumentality established by the laws of Customer's state and
located within Customer's state's jurisdiction and geographic boundaries.
"Tribal Entity" means a federally -recognized tribal entity performing tribal governmental functions and
eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
"Use Rights" means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site. The Use Rights
supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a
Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for
Online Services are published in the Online Services Terms.
"Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site.
2. Order requirements.
a. Minimum Order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250
Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for
Enterprise Products or Enterprise Online Services.
(i)
Enterprise Commitment. Enrolled Affiliate must order enough Licenses to cover all
Qualified Users or Qualified Devices, depending on the License Type, with one or more
Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise
Online Services (as long as all Qualified Devices not covered by a License are only used
by users covered with a user License).
(ii) Enterprise Online Services only. If no Enterprise Product is ordered, , then Enrolled
Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online
Services.
b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled
Affiliate may order Additional Products and Services.
c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has
more restrictive use rights than the version that is current at the start of the applicable initial or
renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled
Affiliate's use of that Product during that term.
d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used
on its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United
States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be
submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled
Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the
Reseller based on those terms. Throughout this Agreement the term "price" refers to reference
price. Resellers and other third parties do not have authority to bind or impose any obligation
or liability on Microsoft.
f. Adding Products.
(i)
Adding new Products not previously ordered. New Enterprise Products or Enterprise
Online Services may be added at any time by contacting a Microsoft Account Manager or
Reseller. New Additional Products, other than Online Services, may be used if an order is
placed in the month the Product is first used. For Additional Products that are Online
Services, an initial order for the Online Service is required prior to use.
(ii) Adding Licenses for previously ordered Products. Additional Licenses for previously
ordered Products other than Online Services may be added at any time but must be
included in the next true -up order. Additional Licenses for Online Services must be ordered
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 3 of 10
Document X20-12057
g.
prior to use, unless the Online Services are (1) identified as eligible for true -up in the
Product Terms or (2) included as part of other Licenses.
True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts
for any changes since the initial order or last order. If there are no changes, then an update
statement must be submitted instead of a true -up order.
(i)
Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the
number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the
time the true -up order is placed and must order additional Licenses for all Qualified Devices
and Qualified Users that are not already covered by existing Licenses, including any
Enterprise Online Services.
(ii) Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of Additional
Products used since the latter of the initial order, the last true -up order, or the prior
anniversary date and submit a true -up order that accounts for any increase.
(iii) Online Services. For Online Services identified as eligible for true -up in the Product
Terms, Enrolled Affiliate may reserve the additional Licenses prior to use and payment may
be deferred until the next true -up order. Microsoft will provide a report of Reserved
Licenses in excess of existing orders to Enrolled Affiliate and its Reseller. Reserved
Licenses will be invoiced retroactively to the month in which they were reserved.
(iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis if
permitted in the Product Terms, as follows:
1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may
be reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (if
ordering user -based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true -up orders.
Step-up Licenses do not count towards this total count.
2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase,
Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's
use of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up
order Enrollment anniversary date and effective as of such date.
(v) Update statement. An update statement must be submitted instead of a true -up order if,
since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with Enterprise
Products or Enterprise Online Services; and (2) has not increased its usage of Additional
Products. This update statement must be signed by Enrolled Affiliate's authorized
representative.
(vi) True -up order period. The true -up order or update statement must be received by
Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third -
year true -up order or update statement is due within 30 days prior to the Expiration Date,
and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
may submit true -up orders more often to account for increases in Product usage, but an
annual true -up order or update statement must still be submitted during the annual order
period.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 4 of 10
Document X20-12057
(vii)Late true -up order. If the true -up order or update statement is not received when due:
1) Microsoft will invoice Reseller for all Reserved Licenses not previously ordered and
2) Subscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate
may step-up to a higher edition or suite as follows:
(i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to
the true -up process.
(ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up
initially by following the process described in the Section titled "Adding new Products not
previously ordered," then for additional step-up Licenses, by following the true -up order
process.
i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents
submitted with or under this Enrollment, by providing notice by email and a reasonable
opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor
mistakes, unintentional additions and omissions. This provision does not apply to material
terms, such as the identity, quantity or price of a Product ordered.
Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance
with this Enrollment as set forth in the Enterprise Agreement.
J.
3. Pricing.
a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all
Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment.
b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its
Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's
prices for Resellers for each Product or Service will be fixed throughout the applicable initial or
renewal Enrollment term. Price levels and Microsoft's prices to Resellers are reestablished at
the beginning of the renewal term. However, if Enrolled Affiliate qualifies for a different price
level during the applicable initial or renewal term, Microsoft may at its discretion establish a
new price level for future new orders either upon Enrolled Affiliate's request or on its own
initiative. Any changes will be based upon price level rules in the Product Selection Form.
4. Payment terms.
For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the
applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's
Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated
otherwise, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first
installment will be invoiced upon Microsoft's acceptance of this Enrollment and on each Enrollment
anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may
elect to pay annually or upfront for Online Services and upfront for all other Licenses.
5. End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses
for Products it has used but has not previously submitted an order, except as otherwise
provided in this Enrollment.
b. Renewal Option. At the Expiration Date of the initial term, Enrolled Affiliate can renew
Products by renewing the Enrollment for one additional 36 full calendar month term or signing
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 5 of 10
Document X20-12057
a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and
renewal order prior to or at the Expiration Date. The renewal term will start on the day following
the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make
changes to this program that will make it necessary for Customer and its Enrolled Affiliates to
enter into new agreements and Enrollments at renewal.
c. If Enrolled Affiliate elects not to renew.
(i)
Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any
Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software
Assurance later without first acquiring a new License with Software Assurance.
(ii) Online Services eligible for an Extended Term. For Online Services identified as eligible
for an Extended Term in the Product Terms, the following options are available at the end
of the Enrollment initial or renewal term.
1) Extended Term. Licenses for Online Services will automatically expire in accordance
with the terms of the Enrollment. An extended term feature that allows Online Services
to continue month-to-month ("Extended Term") is available. During the Extended
Term, Online Services will be invoiced monthly at the then -current published price for
Enrolled Affiliate's price level as of the Expiration Date plus a 3% administrative fee for
up to one year. If Enrolled Affiliate does want an Extended Term, Reseller must submit
a request to Microsoft. Microsoft must receive the request not less than 30 days prior
to the Expiration Date.
2) Cancellation during Extended Term. If Enrolled Affiliate has opted for the Extended
Term and later determines not to continue with the Extended Term, Reseller must
submit a notice of cancellation for each Online Service. Cancellation will be effective
at the end of the month following 30 days after Microsoft has received the notice.
(iii) Subscription Licenses and Online Services not eligible for an Extended Term. If
Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as
of the Expiration Date. Any associated media must be uninstalled and destroyed and
Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d. Termination for cause. Any termination for cause of this Enrollment will be subject to the
"Termination for cause" section of the Agreement. In addition, it shall be a breach of this
Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in the
definition of Community.
e. Early termination. Any Early termination of this Enrollment will be subject to the "Early
Termination" Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an
Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6. Government Community Cloud.
a. Community requirements. If Enrolled Affiliate purchases Government Community
Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and
agrees to use Government Community Cloud Services solely in its capacity as a
member of the Community and, for eligible Government Community Cloud Services,
for the benefit of end users that are members of the Community. Use of Government
Community Cloud Services by an entity that is not a member of the Community or to
provide services to non -Community members is strictly prohibited and could result in
termination of Enrolled Affiliate's license(s) for Government Community Cloud
Services without notice. Enrolled Affiliate acknowledges that only Community
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 6 of 10
Document X20-12057
members may use Government Community Cloud Services.
b. All terms and conditions applicable to non -Government Community Cloud Services
also apply to their corresponding Government Community Cloud Services, except as
otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and
corresponding non -Government Community Cloud Services in the same domain.
d. Use Rights for Government Community Cloud Services. For Government
Community Cloud Services, notwithstanding anything to the contrary in the Use
Rights:
(i) Government Community Cloud Services will be offered only within the United
States.
(ii) Additional European Terms, as set forth in the Use Rights, will not apply.
(iii) References to geographic areas in the Use Rights with respect to the location of
Customer Data at rest, as set forth in the Use Rights, refer only to the United
States.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 7 of 10
Document X20-12057
Enrollment Details
1. Enrolled Affiliate's Enterprise.
a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's
Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.
Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the
Enterprise to include the largest number of Affiliates:
0 Enrolled Affiliate only
O Enrolled Affiliate and all Affiliates
❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included
if fewer than all Affiliates are to be included in the Enterprise):
O Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Exclude future Affiliates
2. Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s)
changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate
consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties
that help administer this Enrollment. The personal information provided in connection with this Enrollment
will be used and protected in accordance with the privacy statement available at
https://www.microsoft.com/licensinq/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled
Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing
Service Center and may grant online access to others. The primary contact will be the default
contact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of Temecula
Contact name* First Michael Last Heslin
Contact email address* michael.heslin@TemeculaCA.gov
Street address* 41000 MAIN ST
City* TEMECULA
State/Province* CA
Postal code* 92590 -2764 -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (951) 308-6321
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices,
(2) is the Online Administrator for the Volume Licensing Service Center and may grant online
access to others, and (3) is authorized for applicable Online Services to add or reassign
Licenses and step-up prior to a true -up order.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 8 of 10
Document X20-12057
0 Same as primary contact (default if no information is provided below, even if the box is not
checked).
Contact name* First Michael Last Heslin
Contact email address* michael.heslin@TemeculaCA.gov
Street address* 41000 MAIN ST
City* TEMECULA
State/Province* CA
Postal code* 92590-2764 -
(For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (951) 308-6321
Language preference. Choose the language for notices. English
❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives
personally identifiable information of the Customer and its Affiliates.
* indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses and
step-up prior to a true -up order.
❑ Same as notices contact and Online Administrator (default if no information is provided
below, even if box is not checked)
Contact name*: First Michael Last Heslin
Contact email address* michael.heslin@TemeculaCA.gov
Phone* (951) 308-6321
❑ This contact is from a third party organization (not the entity). Warning: This contact
receives personally identifiable information of the entity.
* indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:
Reseller company name* SoftChoice Corporation
Street address (PO boxes will not be accepted)* 314 W Superior Suite 301
City* Chicago
State/Province* IL
Postal code* 60654
Country* United States
Contact name* Licensing Administrator
Phone* 416-588-9002 ext. 2307
Contact email address* msselquestconfirmation@softchoice.com
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name*
Printed title*
Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with
each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the
Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
EA2015EnrGov(US)SLG(ENG)(Aug2015)
Page 9 of 10
Document X20-12057
other party using a form provided by Microsoft at least 90 days prior to the date on which the
change is to take effect.
e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental
Contact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i) Additional notices contact
(ii) Software Assurance manager
(iii) Subscriptions manager
(iv) Customer Support Manager (CSM) contact
3. Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to
finance any associated taxes, it must pay these taxes directly to Microsoft.
EA2015EnrGov(US)SLG(ENG)(Aug2015) Page 10 of 10
Document X20-12057
fl Microsoft
Volume Licensing
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Temecula
Contract that this form is attached to: State Local Government
For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate,
Government Partner, Institution, or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above.
a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is either
properly licensed under the new contract or is removed.
b. Entity may select below only one previous contract from which to transfer the Software
Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the
program codes, to this new contract.
c. An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online
Services in the appropriate fields of the new contract.
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrol lment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
Standard Enrollment
8055403
X
X
PrevEnrAgrForm(WW)(ENG)(Apr2016) Page 1 of 1
s
The
oft. are ON
Sohvw. lrosnwg E■psrti
quoted by Mlchael. Hawkins_ SnftwareONE_ Inc.
Phone 858-527-8293 Email Michael.Hawkins(dsoftwareone.com
Please fax your
POs to our Client Assistance Center at 800-366-9994 or email to:
- Call 800-400-9852, option 2, to check order status.
statestore@softwareone.com
Quoted to:
City of Temecula
Mike Heslin
mike. heslin(acitvoftemecula.orci
951-308-6300
Date Issued
10/7/2016
Year 5 True Up Quote
Important: Please provide the email address of the recipient designated to receive a
CompuCom "order confirmation"
Quantity
Part #
Description
Unit Price
Ext. Price
additional products
8
P71-01500
Windows Server Datacenter SASU WinSvrEnt 1 Proc
$ 35.00
$ 280.00
2
228-03159
SQL Server Standard (L+SA) 1-Proc - -
$ 5,315.34
$ 10,630.68
$ -
$ -
$ -
$ -
Please type "electronic software delivery" on your
PO
Product-total
$ 10,910.68
Sub-Total
$ 10.910.68
0
Tax
ESD - nontaxable
$ -
Shipping
No Charge
Total
True Up Total
$ 10,910.68
Prices good for 30 days
Pass-Through Warranty and Other Rights. As a reseller, end-user warranties and liabilities (with respect to any third party software products provided by
SoftwareONE) shall be provided as a pass-through from the manufacturer of such products. All software products are subject to the license agreement of
the applicable software supplier, as provided with the software packaging or in the software at time of shipment.
Item No. 6
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Thomas W. Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Receive Temporary Street Closures for 2016 Winterfest Events
PREPARED BY: Mayra De La Torre, Senior Engineer, Land Development
RECOMMENDATION: That the City Council receive and file the following proposed
action by the City Manager:
Temporarily close certain streets for the following 2016 Winterfest Events:
OLD TOWN CHRISTMAS TREE INSTALL
TEMECULA ON ICE
SANTA'S ELECTRIC LIGHT PARADE
WINTER WONDERLAND
BACKGROUND: Four special events scheduled during the months of November
2016, December 2016, and January 2017, necessitate the physical closure of all or portions of
certain streets within the Old Town area. The closures are necessary to facilitate the events
and to protect participants and viewers.
The four events and associated street closures are as follows:
1. OLD TOWN CHRISTMAS TREE INSTALL — November 22, 2016
The Old Town Christmas Tree will be installed on Tuesday, November 22nd within the Town
Square. Street closures are scheduled as follows:
Main Street
Old Town Front Street to Mercedes Street
8:00 a.m. to 5:00 p.m.
on
Tuesday, November 22nd
The street closure location for the Old Town Christmas Tree Install is shown on Exhibit 'A'
attached hereto.
2. TEMECULA ON ICE (The Annual Holiday Season Ice Skating Rink in Old Town) —
November 30 , 2016 to January 6, 2017
The annual holiday ice skating rink at the Town Square Park will be open for public use from
Thursday, December 8, 2016 to Monday January 2, 2017. The actual duration of the road
closures will be from Wednesday, November 30, 2016 to Friday, January 6, 2017, to allow
additional days for set-up and take-down of the temporary ice skating rink. It is necessary to
close Mercedes Street during this period for the safety and protection of pedestrians crossing
Mercedes Street from the parking structures and other parking areas across Mercedes Street.
However, Mercedes Street from Third Street to Fourth Street will be opened on Friday,
December 2, 2016 from 8:00 a.m. to 11:00 p.m. for the Santa's Electric Light Parade
participants. The specific street closures are as follows:
Main Street
8:00 a.m. on Wednesday, November 30th
Easterly driveway edge of 28636 Old Town Front
to
(at Rosa's Cantina) to Mercedes Street
4:00 p.m. on Friday, January 61h
Jefferson Avenue
Via Montezuma to Rancho California Road
(southbound closure only)
8:00 a.m. on Wednesday, November 30th
Mercedes Street
to
4:00 p.m. on Friday, January 6th
Fourth Street to Third Street
(will re -open street December 2nd from
8:00 a.m. to 11:00 p.m. for parade)
The street closure locations for the Temecula on Ice event at the Town Square Park is shown
on Exhibit 'B' attached hereto.
3. SANTA'S ELECTRIC LIGHT PARADE - December 2, 2016
The annual Santa's Electric Light Parade event will be held on Friday, December 2, 2016 ,
within Old Town Temecula. Traffic will be detoured around the event via Public Works signage
and Police personnel. Street closures are scheduled as follows:
Del Rio
4:00 p.m. to 10:00 p.m.
Las Haciendas
4:00 p.m. to 10:00 p.m.
Calle Cortez
4:00 p.m. to 10:00 p.m.
Jefferson Avenue
Via Montezuma to Rancho California Road
(southbound closure only)
5:00 p.m. to 9:00 p.m.
Second Street, Third Street, Fourth Street, Fifth Street,
Sixth Street, and Main Street
Mercedes Street to Murrieta Creek
6:00 p.m. to 10:00 p.m.
Old Town Front Street
Rancho California Road to Santiago Road
6:00 p.m. to 10:00 p.m.
Old Town Front Street
Santiago Road to dip at Harley Davidson
(28964 Old Town Front Street)
7:00 p.m. to 11:00 p.m.
Rancho California Road
Old Town Front Street to Diaz Road
7:00 p.m. to 9:00 p.m.
The street closure locations for the Santa's Electric Light Parade are shown on Exhibit 'C'
attached hereto.
4. WINTER WONDERLAND — December 9, 2016
The annual Pennypickle's Winter Wonderland event will be held on Friday, December 9, 2016,
with street closures scheduled as follows:
Main Street
Old Town Front Street to Murrieta Creek
8:00 a.m. to 11:00 p.m.
on
Friday, December 9th
The street closure location for the Winter Wonderland event is shown on Exhibit 'D' attached
hereto.
Street closures are allowed by the California Vehicle Code upon approval by the local governing
body for certain conditions. Under Vehicle Code Section 21101, "Regulation of Highways", local
authorities, for those highways under their jurisdiction, may adopt rules and regulations by
ordinance or resolution for, among other instances, "temporary closing a portion of any street for
celebrations, parades, local special events, and other purposes, when, in the opinion of local
authorities having jurisdiction, the closing is necessary for the safety and protection of persons
who are to use that portion of the street during the temporary closing".
Chapter 12.12 of the Temecula Municipal Code, Parades and Special Events, provides
standards and procedures for special events on public streets, highways, sidewalks, or public
right-of-way and authorizes the City Council or City Manager to temporarily close streets, or
portions of streets, for these special events.
FISCAL IMPACT: The costs of police services, as well as services provided by the
Department of Public Works, Maintenance Division (including placing and retrieving of
necessary warning and advisory devices) are appropriately budgeted within the City's operating
budget.
ATTACHMENTS:
1. Exhibit 'A' - Location Map —
2. Exhibit 'B' — Location Map
3. Exhibit 'C' — Location Map
4. Exhibit 'D' — Location Map
Old Town Christmas Tree Install
— Temecula on Ice
— Santa's Electric Light Parade
— Winter Wonderland
OLD TOWN CHRISTMAS TREE INSTALL
NOVEMBER 22, 2016
VICINITY MAP
STREET CLOSURE
EXHIBIT 'A'
TEMECULA ON ICE
(MAIN STREET AND MERCEDES STREET)
NOVEMBER 30, 20/6 TO JANUARY 6, 20/7
V/C/N/TY MAP STREET CLOSURES
EXHIBIT 'B'
RANCHO CALIFORNIA ROAD
Santa's Electric Light Parade
DECEMBER 2, 20/6
VICINITY MAP
FiSTREET CLOSURES
EXHIBIT 'C'
WINTER WONDERLAND
(MAIN STREET)
DECEMBER 9, 20/6
VICINITY MAP
STREET CLOSURES
EXHIBIT iOr
Item No. 7
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Thomas W. Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Approve the Plans and Specifications, and Authorize Solicitation of Construction
Bids for Sam Hicks Monument Park Playground Enhancement, PW12-20
PREPARED BY: Avlin Odviar, Senior Engineer
William Becerra, Associate Engineer
RECOMMENDATION: That the City Council:
1. Approve the Plans and Specifications, and Authorize the Department of Public
Works to Solicit Construction Bids for the Sam Hicks Monument Park Playground
Enhancement, PW12-20;
2. Make a finding that this project is exempt from CEQA pursuant to Categorical
Exemption, Section 15301 Class 1(c), Existing Facilities.
BACKGROUND: The Sam Hicks Monument Park Playground Enhancement
project, included in the City's five-year Capital Improvement Program, will replace an existing
playground, constructed in 1994, with a local history themed playground. The proposed work
includes: design, purchase, custom fabrication, and installation of a new playground intended
for children between the ages of 2-5 and 5-12.
The first phase of this project provided authorization of a Purchase Agreement with Nature
Works on April 28, 2015 that initiated the design and fabrication of the custom components
within the playground. This second phase of the project will provide for the delivery and
installation by a qualified playground contractor.
This project is exempt from the CEQA requirements pursuant to Article 19, Categorical
Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines. Section 15301 states
that the replacement of playground equipment does not result in the expansion of the use and
therefore meets the definition for a Categorical Exemption pursuant to CEQA Guidelines,
Section 15301 Class 1(c).
Project plans and specifications are complete and the project is ready to be advertised for
construction bids. Fifty working days are allowed to complete the work which is approximately
ten weeks. The Engineer's Estimate is $104,000. The contract documents are available for
review in the office of the Director of Public Works.
FISCAL IMPACT: The Sam Hicks Monument Park Playground Enhancement project
is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2017-21,
and is funded with Community Development Block Grant funds and Development Impact Fees
(Police Facilities). There are sufficient allocated funds in the project account to proceed with the
solicitation of bids.
ATTACHMENTS: 1. Project Location Map
2. Project Description
SAM HICKS MONUMENT PARK PLAYGROUND ENHANCEMENT
Parks and Recreation Project Location
Aerial Data - March 2010
0 100 200
Feet
400
132
The 4rar- n! Srr0:he rn Cclenrnla
W.re C.cunvx
Capital Improvement Program
Fiscal Years 2017-21
SAM HICKS MONUMENT PARK PLAYGROUND ENHANCEMENT
Parks and Recreation Project
Project Description: This project includes the purchase and installation of a new innovative play area with a historical theme
to replace the existing equipment, including removal of old equipment and installation of new resurfacing according to ADA
Guidelines. The Furniture, Fixtures and Equipment (FF&E) covers camera system infrastructure, access control, Public Wi-Fi
and other identified Information Technology needs.
Benefit / Core Value: This project provides an enhanced play environment and improved access for disabled. In addition,
this project satisfies the City's Core Value of a Healthy and Livable City.
Project Status: This project is estimated to be completed by the end of Fiscal Year 2017-18.
Department: Temecula Community Services - Account No. 210.190.132
PW12-20 Level:
Project Cost:
Prior Years
Actual
Expenditures
FYE 2016
Carryover
Budget
2016-17
Adopted 2017-18 2018-19
Appropriation Projected Projected
2020-21
Projected
2019-20 and Future Total Project
Projected Years Cost
Administration
$ 101,816
$ 26,877
$ 64,681
$ 193,374
Construction
$ 172,453
$ 332,298
$ 504,751
Design
$ 444
$ 15,000
$ 64,681
$ -
$ -
$ -
$ -
$ 15,444
Totals
$ 274,713
$ 374,175
$ 64,681
$ -
$ -
$ -
$ -
$ 713,569
Source of Funds: Prior Years FYE 2016 2016-17
Actual Carryover Adopted 2017-18 2018-19 2019-20 2020-21 Total Project
Expenditures B udget Appropriation Projected Projected Projected Projected Cost
CDBG
$ 274,713
$ 339,175
$ 64,681
$ 678,569
DIF (Police Facilities)
$ 35,000
$ 35,000
Total Funding:
$ 274,713
$ 374,175
$ 64,681
$ -
$ -
$ -
$ -
$ 713,569
Future Operation &
Maintenance Costs:
2016-17
2017-18
2018-19
2019-20
2020-21
$ 5,100 $ 5,202 $ 5,306 $ 5,412 1
Fiscal Years 2017-21 Capital Improvement Program
133
Item No. 8
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Thomas W. Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Approve the Plans and Specifications, and Authorize Solicitation of Construction
Bids for Old Town Sidewalks Improvement Project, PW15-06
PREPARED BY: Amer Attar, Principal Engineer
Chris White, Assistant Engineer
RECOMMENDATION: That the City Council:
1. Approve the Plans and Specifications, and Authorize the Department of Public
Works to Solicit Construction Bids for the Old Town Sidewalks Improvement
Project, PW15-06;
2. Make a finding that this project is exempt from CEQA pursuant to Article 19,
Categorical Exemption, Section 15301, Existing Facilities, of the CEQA
Guidelines.
BACKGROUND: The Old Town Sidewalks Improvement Project, included in the
City's five-year Capital Improvement Program, will provide walking surfaces for pedestrians. In
addition, this project satisfies the City's Core Values of Transportation Mobility and Connectivity.
The proposed work includes installing new ADA ramps, sidewalks, and street widening.
This project is exempt from the CEQA requirements pursuant to Article 19, Categorical
Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines. Section 15301 states
that the repair and maintenance of existing highways and streets are Class 1 activities, which is
exempt from CEQA.
Project plans and specifications are complete and the project is ready to be advertised for
construction bids. Fifty working days are allowed to complete the work which is approximately
ten weeks. The Engineer's Estimate is $156,423. The contract documents are available for
review in the office of the Director of Public Works.
FISCAL IMPACT: The Old Town Sidewalks Improvement Project is identified in the
City's Capital Improvement Program (CIP) budget for Fiscal Years 2017-21, and is funded with
Community Development Block Grant funds. There are sufficient allocated funds in the project
account to proceed with the solicitation of bids.
ATTACHMENTS: 1. Project Location Map
2 Project Description
OLD TOWN SIDEWALKS IMPROVEMENT PROJECT
Infrastructure / Other Project Locations
Aerial Data - March 2012
Feet
0 107.5 215 430
1
I"Ib
2017-18
Projected
2019-20
Projected
2017-18
2019-20
p
iha Heart of Swnhorn California
We, County
Capital Improvement Program
Fiscal Years 2017-21
OLD TOWN SIDEWALKS IMPROVEMENT PROJECT
Infrastructure / Other Project
Project Description: This project is composed of two phases. The first phase, part of the Fiscal Year 2015-16 Community
Development Block Grant (CDBG) funding Action Plan include adding new sidewalks on (1) east side of Old Town Front Street
from Moreno (Penfold) to Moreno (Post Office), and (2) south side of Fifth Street from Mercedes Street to Old Town Front Street.
The second phase, CDBG Action Plan for Fiscal Year 2016-17 include new sidewalks on the east side of Mercedes Street from
Sam Hicks Park to Fourth Street.
Benefit / Core Value: This project will provide walking surfaces for pedestrians. In addition, this project satisfies the City's Core
Values of Transportation Mobility and Connectivity.
Project Status: The design for this project started during Fiscal Year 2015-16.
Department: Public Works - Account No. 210.165.766
Level: I
Project Cost:
Prior Years
Actual
Expenditures
FYE 2016
Carryover
Budget
2016-17
Adopted 2017-18
Appropriation Projected
2018-19
Projected
2019-20
Projected
2020-21
Projected
and Future Total Project
Years Cost
Administration
$ 119,000
$ 28,003
$ 147,003
Construction
$ 186,000
$ 156,114
$ 342,114
Construction Engineering
$ 15,000
$ 8,400
$ 23,400
Design
$ 40,000
$ 28,003
$ 68,003
Totals
$ -
$ 360,000
$ 220,520
$ -
$ -
$ -
$ -
$ 580,520
Source of Funds:
Prior Years
Actual
Expenditures
CDBG"
Total Funding:
Future Operation & Maintenance
Costs
FYE 2016
Carryover
Budget
$ 360,000
$ 360,000
(1) Community De,elopment Block Grant
Fiscal Years 2017-21 Capital Improvement Project
2016-17
Adopted
Appropriation
$ 220,520
$ 220,520
2016-17
117
2018-19
Projected
2018-19
2020-21
Projected
2020-21
Total Project
Cost
$ 580,520
$ 580,520
Item No. 9
Approvals
City Attorney
Finance Director
City Manager
..I
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Tom Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Approve the Cooperative Work Agreement (CWA) Extension Request with
Caltrans for the Highway Bridge Program Funding for Main Street Bridge Over
Murrieta Creek (Replacement), PW03-05
PREPARED BY: Julie Tarrant, Sr. Management Analyst
RECOMMENDATION: That the City Council approve the Cooperative Work Agreement
(CWA) Extension Request of the Agency -State Agreement No. 08-5459R, Program Supplement
Agreement No. 014-N, with Caltrans for the Highway Bridge Program Funding for Main Street
Bridge Over Murrieta Creek (Replacement), PW03-05.
BACKGROUND: The City of Temecula received approval of the Program
Supplement Agreement No. 014-N to Administering Agency -State Agreement No. 08-5459R
and the Approved Finance Letter for Highway Bridge Program funding on November 9, 2012,
for the construction of the Main Street Bridge Over Murrieta Creek (Replacement), PW03-05.
At the beginning of project construction a potential claim was filed by the Contractor, Granite
Construction, Inc., alleging unmarked utility conflicts existed and that they were owed
reimbursement for the cost to address the shoring and relocation of certain utilities in order to
continue work progress and complete the project in a timely manner. The City directed Granite
to proceed with all work associated with this potential claim and they proceeded with the
disputed work. Pursuant to the contract special provisions Granite Construction, Inc. requested
a Dispute Resolution Advisor (DRA) conduct an informal dispute hearing regarding the claim
and the costs surrounding such claim while construction continued. The DRA findings
determined the Contractor was responsible for the costs associated with shoring to protect
utilities in place, while the City would be responsible for any delay costs. Granite was not
satisfied with this determination. At project completion, the potential claim had not yet been
resolved, therefore pursuant to the contract provisions, Granite Construction perfected their
potential claim and requested that additional action be taken with regards to their claim and
requested the initiation of mediation proceedings. The City agreed and mediation was
performed and completed on September 6, 2016. Results of the mediation suggest the City
pay, and Granite Construction should accept, a sum of approximately $300,000 to $400,000.
Since the project is primarily funded by federal -aid through the Highway Bridge Program, the
resulting Mediation Proposal must be routed to the California Department of Transportation
(Caltrans) and the Federal Highway Administration (FHWA) for the purposes of determining
whether the outstanding claim can be considered to be a participating cost, pursuant to the
Highway Bridge Program funding guidelines, and eligible for reimbursement.
The timeline of the pending review and determination by Caltrans and FHWA of the Mediation
Proposal is not known at this time and Caltrans has therefore recommended the City submit a
Cooperative Work Agreement (CWA) Extension Request to extend the terms of the original
Local Agency -State Agreement for the HBP funding. Section 16304.3 of the Government Code
authorizes the Department of Finance to extend state budget authority on all Local Assistance
funding from six years to a maximum of eight years from the original year of appropriation.
Therefore, we are requesting a Cooperative Work Agreement to extend the Reversion Date
beyond June 30, 2017, to ensure a Final Report of Expenditures and Final Invoice can be
processed for project close out.
FISCAL IMPACT: None at this time. Final settlement of the outstanding claim will
require additional Council action. The actual and final costs will be based on the review and
approval or denial of the Mediation Proposal by Caltrans.
ATTACHMENT: Cooperative Work Agreement (CWA)
Federal Funds Lapsing on 6-30-17
08
Temecula
Bridge replacement Main Street over Murrieta Creek
from Pujol Street to Front Street, Br. No. 56C-0227
BRLO-5459(022)
0812000238
0890
$4,566,239
$4,378,458
$187,781
11
Obstacles to
Date
Funding
expended
Future Consequences if CWA if CWA
Pending claim between Contractor
& City. Caltrans is currently in
process of review of Mediation
Proposal. Any actions necessary to
close out project are pending
outcome of recommendations from
Caltrans.
None
anticipated
Potential funds lapse
Unknown
Tom Garcia - Director of
Public Works/City
Engineer
Agency's Board or Council Signature:
Print Name: Michael 5. Naggar - Mayor
Date: October 25, 2016
Randi Johl - City Clerk
1
Peter M. Thorson - City Attorney
Item No. 10
Approvals
City Attorney
Finance Director
City Manager
..14
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Tom Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Approve Amendment No. 1 to an Existing Agreement, and a New Agreement
with the Riverside County Transportation Commission (RCTC) for the Use of
Transportation Uniform Mitigation Fee (TUMF) - Regional Community
Environmental Transportation Acceptability Process (CETAP) Funding for the
French Valley Parkway Interchange — Phase I, Project PW07-04, and Phase 11,
Project PW16-01
PREPARED BY: Julie Tarrant, Sr. Management Analyst
RECOMMENDATION: That the City Council:
1. Approve Amendment No. 1 to Agreement No. 11-72-036-01 with RCTC to
decrease the TUMF Regional CETAP Corridor Improvement funding for phase 1
of the French Valley Parkway/Interstate 15 Overcrossing and Interchange
Improvement project by $1,472,509;
2. Approve Agreement No. 17-73-007-00 with RCTC to provide $1,472,509 in
TUMF Regional CETAP Corridor Improvement funding for phase 2 of the French
Valley Parkway/Interstate 15 Overcrossing and Interchange Improvement
project, PW16-01.
BACKGROUND: In December 2010, the City entered into a TUMF CETAP Funding
Agreement with RCTC for the construction of Phase 1 of the French Valley Parkway/Interstate
15 Overcrossing and Interchange Improvements ("the Project"). The construction included the
addition of a new southbound off -ramp at Interstate 15 to French Valley Parkway, the
construction of the northern half of French Valley Parkway to Jefferson Avenue, and the
widening of the Interstatel5 southbound off -ramp at Winchester Road. The corridor
improvements for Phase I of the Project have been completed and were accepted by the City
Council at their regular meeting of July 16, 2015.
To facilitate the continued efforts to implement and construct the corridor improvements for
Phase 11 of the Project, it is necessary to reprogram the remaining balance of funds in the
original TUMF CETAP agreement (No. 11-72-036-01), to support the Phase 2 Right -of -Way
(ROW) and Design phases of work. The amendment to the original agreement closes out
Phase 1 of the Project and frees up the $1,472,509 for reprogramming. The new agreement
(No. 17-73-007-00), programs $673,562 toward Right -of -Way and $798,947 toward Design for
Phase 2 of the Project, for a total of $1,472,509.
FISCAL IMPACT: There is no fiscal impact to enter into the new TUMF CETAP
Agreement for the reprogramming of the remaining balance of funds available from Phase 1 of
the Project to Phase 2 of the Project. The City local match remains the same as in the previous
Agreement.
ATTACHMENTS: 1. Amendment No. 1 to Agreement No. 11-72-036-01
2. Agreement No. 17-73-007-00
Agreement No. 11-72-036-01
AMENDMENT NO. 1
TO
AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL COMMUNITY
ENVIRONMENTAL TRANSPORTATION ACCEPTABILITY PROCESS CORRIDOR
IMPROVEMENTS ON THE REGIONAL SYSTEM OF HIGHWAYS AND ARTERIALS
WITH THE CITY OF TEMECULA
1. PARTIES AND DATE
This Amendment No. 1 to Agreement No. 11-72-036 is made and entered into as of
this day of , 2016, by and between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION ("Commission") and the City of Temecula ("City").
2. RECITALS
2.1 The Commission and the City have entered into an agreement entitled
"Agreement for the Funding of TUMF Regional Arterial Community
Environmental Transportation Acceptability Process Corridor (CETAP)
Improvements with the City of Temecula dated December 21, 2010 (the
"Master Agreement"). The Master Agreement provides the terms and
conditions, scope of work, schedule and funding amount for the construction
of the French Valley Parkway/I-15 Overcrossing and Interchange (hereinafter
the "Project").
2.2 The Commission and the City desire to amend the Master Agreement for the
purpose of decreasing the funding in the amount of one million four hundred
seventy two thousand five hundred nine dollars ($1,472,509) to reflect final
cost as outlined in Exhibit "A".
3. TERMS
3.1 The Funding Amount, as that term is defined in Section 3.2 of the Master
Agreement, shall be decreased from twenty million dollars ($20,000,000) to
1
eighteen million five hundred twenty seven thousand four hundred ninety one
dollars ($18,527,491).
3.2 The funding allocations identified in Exhibit "A" of the Master Agreement
shall be replaced by the funding allocations identified in Exhibit "A" attached
to this Amendment and incorporated herein by reference. The Funding
Amount shall be utilized as specified in the attached Exhibit "A".
3.3 The Project shall be completed expeditiously, within the term of the Master
Agreement.
3.4 Except as amended by this Amendment, all provisions of the Master
Agreement, including without limitation the indemnity and insurance
provisions, shall remain in full force and effect and shall govern the actions of
the parties under this Amendment.
[Signatures on following page]
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17336 02600\29196888 2
SIGNATURE PAGE
TO
AGREEMENT NO. 11-72-036-01
IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the
date first herein above written.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
City of Temecula
By: By:
Scott Matas
Chair
Imo.
By: _1rti
Be
Co nsel . the Ri - _ - County
Tr..:. • ortation C'►` mission
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17336 02600\29196888.2
(Aaron Adams
City Manager
ATTEST:
By:
Randi Johl
City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson
City Attorney
FUNDING:
PHASE
RIGHT OF WA
CONSTRUCTI
TOTAL
17336.02600\29196888 2
EXHIBIT "A"
Exhibit A
TUMF
LOCAL
TOTAL
'
$3,504,714
$0
$3,504,714
,N
$15,022,777
$4,100,000
$19,122,777
$18,527,491
$4,100,000
$22,627,491
Exhibit A
Agreement No. 17-73-007-00
AGREEMENT FOR THE FUNDING OF TUMF REGIONAL
COMMUNITY ENVIRONMENTAL TRANSPORTATION
ACCEPTABILITY PROCESS CORRIDOR IMPROVEMENTS
ON THE REGIONAL SYSTEM OF HIGHWAYS AND ARTERIALS
WITH THE CITY OF TEMECULA
1. Parties and Date.
1.1 This Agreement is executed and entered into this .,_ clay of , 2016, by and
between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and the City
of Temecula ("City"). RCTC and City are sometimes collectively referred to herein as the "Parties".
2. Recitals.
2.1 RCTC is a county transportation commission created and existing pursuant to
California Public Utilities Code Sections 130053 and 130053.5.
2.2 On November 5, 2002 the voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2%) retail transactions and use tax to fund
transportation programs and improvements within the County of Riverside, and adopting the
Riverside County Transportation Improvement Plan (the "Plan").
2.3 The Plan requires cities and the County in western Riverside County to participate in
a Transportation Uniform Mitigation Fee (TUMF) Program to be eligible to receive Local Streets
and Roads funds generated by Measure A.
2.4 The Plan further requires that the first $400 million in revenues from TUMF be made
available to RCTC to fund equally the Regional Arterial System and development of New
Transportation Corridors identified through the Community and Environmental Transportation
Acceptability Process (CETAP). To receive TUMF funding, CETAP corridors must also be
designated on the Regional System of Highways and Arterials as established in the October 2002
TUMF Nexus Study, as most recently amended in October 2009, and as may be amended in the
future.
2.5 The Western Riverside Council of Governments (WRCOG) has been selected to
administer the overall TUMF Program pursuant to applicable state laws including Government Code
Sections 66000 et seq. and has entered into a Memorandum of Understanding (MOU) with RCTC
dated July 10, 2003, and revised on September 10, 2008 regarding the allocation of the TUMF
Regional Funds to be made available to RCTC for programming.
17336.02600\29196889.1
2.6 RCTC intends, by this Agreement, to distribute TUMF Regional Funds, identified by
RCTC for CETAP corridors, subject to the conditions provided herein, and to participate in the joint
development of the Project, as defined herein.
3. Terms.
3.1 Description of Work, This Agreement is intended to distribute TUMF Regional
Funds allocated to CETAP Corridors to the City for design and right of way of the French Valley
Parkway/I-15 Interchange Project — Phase II, ("the Work"). The Work, including a timetable and a
detailed scope of work, is more fully described in Exhibit "A" attached hereto and, pursuant to
Section 3.15 below, is subject to modification as requested by the City and approved by RCTC.
3.2 RCTC Funding Amount. RCTC hereby agrees to distribute to the City, on the terms
and conditions set forth herein, a sum not to exceed one million four hundred seventy two thousand
five hundred nine dollars ($1,472,509), to be used exclusively for reimbursing the City for eligible
Work expenses as described herein ("Funding Amount"). The City acknowledges and agrees that the
Funding Amount may be less than the actual cost of the Work, and that RCTC shall not contribute
TUMF Regional Funds in excess of the maximum TUMF share for the phase/project identified in
Appendix F of the TUMF Nexus Study.
3.2.1 Eligible Work Costs. The total Work costs ("Total Work Cost") may include
the following items, provided that such items are included in the scope of work attached as Exhibit
"A-1": (1) City and/or consultant costs associated with direct Work coordination and support; (2) all
costs associated with right-of-way acquisition, including right-of-way engineering, appraisal,
acquisition, legal costs for condemnation procedures if authorized by the City, and costs of reviewing
appraisals and offers for property acquisition; (3) costs reasonably incurred if condemnation
proceeds; and (4) costs incurred in the preparation of plans, specifications, and estimates by City or
consultants.
3.2.1.1 Right -of -Way Acquisition. The Parties acknowledge that in order to
protect the City's ability to deliver the Project in a timely cost effective manner, the City may
purchase parcels of property in advance of the completion of the Project's final design (PS&E). The
Parties acknowledge that acquired parcels or remnants purchased in advance of final design may not
ultimately be required for the Project. Upon completion of the Project's final design, the City shall
provide RCTC with a detailed list of all parcels purchased by the City for which it received TUMF
Regional Funds pursuant to this Agreement. The City shall identify any parcels or remnants thereof
which were acquired using TUMF Regional Funds and are not required for construction of the
Project. A preliminary list shall be submitted to the RCTC 30 days before the issuance of bid
documents for construction of the Project and a final list shall be submitted to the RCTC no later
than 30 days following the recording of the Certificated of Completion for the Project.
3.2.1.2 Valuation and Repayment of Any Property Remnants. Upon receipt
of the City's final list, RCTC shall meet with the City for the purpose of identifying any parcel or
reasonably usable remnant of a parcel for which TUMF Regional Funds were expended that may
reasonably be developed for other use by the City and/or sold. The Parties shall confer in good faith
to agree upon the disposition of such parcels and remnant parcels and their fair market value as of a
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17336.02600\29196889.1
date agreed to by the parties, but in no event later than the date of completion of the Project. "Fair
Market Value" shall have the definition set forth in Code of Civil Procedure Section 1263.320 and
"remnant" shall have the definition set forth in Code of Civil Procedure Section 1240.410. Nothing
herein shall preclude the City and RCTC from beginning the meetings earlier in the event both
parties agree that the parcel or remnant will not be used for the Project.
3.2.1.3 Reimbursement for Unused Parcels. Following recordation of the
Certificate of Completion for the Project, the City shall be responsible for promptly reimbursing
RCTC for any TUMF Regional Funds which were used to acquire parcels which are completely
unused in the Project. If City funds other than TUMF were used to purchase the Parcel, those local
funds shall be considered in determining the reimbursement amount.
3.2.1.4 Appeal to Commission. In the event of a disagreement between the
Parties regarding the reimbursement of TUMF Regional Funds under this section 3.2.1, either party
may appeal, in writing, to the RCTC Board. The RCTC Board's determination regarding excess
right-of-way and value pursuant to this section shall be final.
3.2.2 Ineligible Work Cost:. The Total Work Cost shall not include the following
items which shall be borne solely by the City without reimbursement: (1) City administrative costs;
(2) City costs attributed to the preparation of invoices, billings and payments; (3) any City fees
attributed to the processing of the Work; and (4) expenses for items of work not included within the
scope of work in Exhibit "A".
3.2.3 Increases in Work Funding The Funding Amount may, in RCTC's sole
discretion, be augmented with additional TUMF Regional Funds if the TUMF Nexus Study is
amended to increase the maximum eligible TUMF share for the Work. Any such increase in the
Funding Amount must be approved in writing by RCTC's Executive Director. In no case shall the
amount of TUMF Regional Funds allocated to the City exceed the then -current maximum eligible
TUMF share for the Work. No such increased funding shall be expended to pay for any Work
already completed. For purposes of this Agreement, the Work or any portion thereof shall be
deemed complete upon its acceptance by RCTC's Executive Director.
3.2.4 No Funding for Temporary Improvements. Only segments or components of
the Work that are intended to form part of or be integrated into the Work may be funded by TUMF
Regional Funds. No improvement which is temporary in nature, including but not limited to
temporary roads, curbs, or drainage facilities, shall be funded with TUMF Regional Funds except as
needed for staged construction of the Work.
3.3 City's Funding Ohli4ation to Complete the Work. In the event that the TUMF
Regional Funds allocated to the Work represent less than the total cost of the Work, the City shall
provide such additional funds as may be required to complete the Work as described in Exhibit "A".
3.3.1 City`s Obligation to Repay TUMF Regional Funds to RCTC. In the event
that: (i) the City, for any reason, determines not to proceed with or complete the Work; or (ii) the
Work is not timely completed, subject to any extension of time granted by RCTC pursuant to Section
3.15; the City agrees that any TUMF Regional Funds that were distributed to the City for the Work
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17336.02600\29196889.1
shall be repaid in full to RCTC. The Parties shall enter into good faith negotiations to establish a
reasonable repayment schedule and repayment mechanism which may include, but is not limited to,
withholding of Measure A Local Streets and Roads revenues. The City acknowledges and agrees
that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due the
City, in an amount not to exceed the total of the funds distributed to the City, and/or initiate legal
action to compel repayment, if the City fails to repay RCTC within a reasonable time period not to
exceed 180 days from receipt of written notification from RCTC that repayment is required.
3.4 Work Responsibilities of the City. The City shall be responsible for the following
aspects of the Work, in compliance with state and federal law provided that such items are included
in the Project scope of work attached as Exhibit "A": (i) development and approval of plans,
specifications and engineer's estimate (PS&E), environmental clearance, right of way acquisition,
and obtaining all permits required by impacted agencies prior to commencement of the Work ; (ii) all
aspects of bidding, awarding, and administration of the contracts for the Work; (iii) all construction
management of any construction activities undertaken in connection with the Work, including survey
and material testing; and (iv) development of a budget for the Work prior to award of any contract
for the Work, taking into consideration available funding, including TUMF Regional Funds.
3.5 Term/Notice of Completion. The term of this Agreement shall be from the date first
herein above written until: (i) the date RCTC formally accepts the Work as complete, pursuant to
Section 3.2.3; (ii) termination of this Agreement pursuant to Section 3.9; or (iii) the City has fully
satisfied its obligations under this Agreement, "including full repayment of TUMF Regional Funds
to RCTC as provided herein". All applicable indemnification provisions of this Agreement shall
remain in effect following the termination of this Agreement.
3.6 Representatives of the Parties. RCTC's Executive Director, or his or her designee,
shall serve as RCTC's representative and shall have the authority to act on behalf of RCTC for all
purposes under this Agreement. The City hereby designates the City Manager, or his or her
designee, as the City's representative to RCTC. The City's representative shall have the authority to
act on behalf of the City for all purposes under this Agreement and shall coordinate all activities of
the Work under the City's responsibility. The City shall work closely and cooperate fully with
RCTC's representative and any other agencies which may have jurisdiction over or an interest in the
Work.
3.7 Expenditure of Funds by City Prior to Execution of Agreement. Nothing in this
Agreement shall be construed to prevent or preclude the City from expending funds on the Work
prior to the execution of the Agreement, or from being reimbursed by RCTC for such expenditures.
However, the City understands and acknowledges that any expenditure of funds on the Work prior to
the execution of the Agreement is made at the City's sole risk, and that some expenditures by the
City may not be eligible for reimbursement under this Agreement.
3.8 Review of Services. The City shall allow RCTC's Representative to inspect or
review the progress of the Work at any reasonable time in order to determine whether the terms of
this Agreement are being met.
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3.9 Termination. This Agreement may be terminated for cause or convenience as further
specified below.
3.9.1 Termination for Convenience.
3.9.1.1 Notice. Either RCTC or the City may, by written notice to the other
party, terminate this Agreement, in whole or in part, for convenience by giving thirty (30) days'
written notice to the other party of such termination and specifying the effective date thereof.
3.9.1.2 Effect of Termination for Convenience. In the event that the City
terminates this Agreement for convenience, the City shall, within 180 days, repay to RCTC in full all
TUMF Regional Funds provided to the City under this Agreement. In the event that RCTC
terminates this Agreement for convenience, RCTC shall, within 90 days, distribute to the City
TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices which have
been received from the City regarding the Work at the time of the notice of termination; provided,
however, that RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not
limited to conducting a review of the invoices and requesting additional information. This
Agreement shall terminate upon receipt by the non -terminating party of the amounts due it under this
Section 3.9.1.2.
3.9.2 Termination for Cause.
3.9.2.1 Notice. Either RCTC or the City may, by written notice to the other
party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the
other party, by giving written notice to the other party of such termination and specifying the
effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach.
During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the
breach can be cured.
3.9.2.2 Effect of Termination for Cause. In the event that the City terminates
this Agreement in response to RCTC's uncured material breach hereof, RCTC shall, within 90 days,
distribute to the City TUMF Regional Funds in an amount equal to the aggregate total of all unpaid
invoices which have been received from the City regarding the Work at the time of the notice of
termination. In the event that RCTC terminates this Agreement in response to the City's uncured
material breach hereof, the City shall, within 180 days, repay to RCTC in full all TUMF Regional
Funds provided to the City under this Agreement. Notwithstanding termination of this Agreement by
RCTC pursuant to this Section 3.9.2.2, RCTC shall be entitled to exercise its rights under Section
3.14.2, including but not limited to conducting a review of the invoices and requesting additional
information. This Agreement shall terminate upon receipt by the non -terminating party of the
amounts due it under this Section 3.9.2.2.
3.9.3 Cumulative Remedies. The rights and remedies of the Parties provided in this
Section are in addition to any other rights and remedies provided by law or under this Agreement.
3.10 Prevailing Wages The City and any other person or entity hired to perform services
on the Work are alerted to the requirements of California Labor Code Sections 1770 et seg., which
would require the payment of prevailing wages were the services or any portion thereof determined
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17336.02600\29196889.1
to be a public work, as defined therein. The City shall ensure compliance with these prevailing wage
requirements by any person or entity hired to perform the Work. The City shall defend, indemnify,
and hold harmless RCTC, its officers, employees, consultants, and agents from any claim or liability,
including without limitation attorneys, fees, arising from its failure or alleged failure to comply with
California Labor Code Sections 1770 et m.
3.11 Progress Reports. RCTC may request the City to provide RCTC with progress reports
concerning the status of the Work.
3.12 Indemnification.
3.12.1 City Responsibilities. In addition to the indemnification required under
Section 3.10, the City agrees to indemnify and hold harmless RCTC, its officers, agents, consultants,
and employees from any and all claims, demands, costs or liability arising from or connected with all
activities governed by this Agreement including all design and construction activities, due to
negligent acts, errors or omissions or willful misconduct of the City or its subcontractors. The City
will reimburse RCTC for any expenditures, including reasonable attorneys' fees, incurred by RCTC,
in defending against claims ultimately determined to be due to negligent acts, errors or omissions or
willful misconduct of the City.
3.12.2 RCTC Responsibilities. RCTC agrees to indemnify and hold harmless the
City, its officers, agents, consultants, and employees from any and all claims, demands, costs or
liability arising from or connected with all activities governed by this Agreement including all design
and construction activities, due to negligent acts, errors or omissions or willful misconduct of RCTC
or its sub -consultants. RCTC will reimburse the City for any expenditures, including reasonable
attorneys' fces, incurred by the City, in defending against claims ultimately determined to be due to
negligent acts, errors or omissions or willful misconduct of RCTC.
3.12.3 Effect of Acceptance. The City shall be responsible for the professional
quality, technical accuracy and the coordination of any services provided to complete the Work.
RCTC's review, acceptance or funding of any services performed by the City or any other person or
entity under this agreement shall not be construed to operate as a waiver of any rights RCTC may
hold under this Agreement or of any cause of action arising out of this Agreement. Further, the City
shall be and remain liable to RCTC, in accordance with applicable law, for all damages to RCTC
caused by the City's negligent performance of this Agreement or supervision of any services
provided to complete the Work.
3.13 Insurance. The City shall require, at a minimum, all persons or entities hired to
perform the Work to obtain, and require their subcontractors to obtain, insurance of the types and in
the amounts described below and satisfactory to the City and RCTC. Such insurance shall be
maintained throughout the term of this Agreement, or until completion of the Work, whichever
occurs last.
3.13.1 Commercial General Liability Insurance. Occurrence version commercial
general liability insurance or equivalent form with a combined single limit of not less than
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17336.02 60012 9 1 968 8 9.1
$2,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply
separately to the Work or be no less than two times the occurrence limit. Such insurance shall:
3.13.1.1 Name RCTC and City, and their respective officials, officers,
employees, agents, and consultants as insured with respect to performance of the services on the
Work and shall contain no special limitations on the scope of coverage or the protection afforded to
these insured;
3.13.1.2 Be primary with respect to any insurance or self insurance
programs covering RCTC and City, and/or their respective officials, officers, employees, agents, and
consultants; and
3.13.1.3 Contain standard separation of insured provisions.
3.13.2 Business Automobile LiabiIity Insurance. Business automobile liability
insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per
occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.
3.13.3 Professional Liability Insurance. Errors and omissions liability insurance with
a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design
or engineering professionals.
3.13.4 Workers' Compensation Insurance. Workers' compensation insurance with
statutory limits and employers' liability insurance with limits of not less than $1,000,000.00 each
accident.
3.14 Procedures for Distribution of TUMP Regional Funds to City.
3.14.1 Initial Payment by the City. The City shall be responsible for initial payment
of all the Work costs as they are incurred. Following payment of such Work costs, the City shall
submit invoices to RCTC requesting reimbursement of eligible Work costs. Each invoice shall be
accompanied by detailed contractor invoices, or other demands for payment addressed to the City,
and documents evidencing the City's payment of the invoices or demands for payment. The City
shall submit invoices not more often than monthly and not less often than quarterly.
3.14.2 Review and Reimbursement by RCTC. Upon receipt of an invoice from the
City, RCTC may request additional documentation or explanation of the Work costs for which
reimbursement is sought. Undisputed amounts shall be paid by RCTC to the City within thirty (30)
days. In the event that RCTC disputes the eligibility of the City for reimbursement of all or a portion
of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. If the
meet and confer process is unsuccessful in resolving the dispute, the City may appeal RCTC's
decision as to the eligibility of one or more invoices to RCTC's Executive Director. The City may
appeal the decision of the Executive Director to the full RCTC Board, the decision of which shall be
final. Additional details concerning the procedure for the City's submittal of invoices to RCTC and
RCTC's consideration and payment of submitted invoices are set forth in Exhibit "B", attached
hereto.
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3.14.3 Funding AmountlAdlustment. If a post Work audit or review indicates that
RCTC has provided reimbursement to the City in an amount in excess of the maximum eligible
TUMF share of the Work, as determined by the TUMF Nexus Study, or has provided reimbursement
of ineligible Work costs, the City shall reimburse RCTC for the excess or ineligible payments within
30 days of notification by RCTC.
3.15 Wok Amendnlcnts. Changes to the characteristics of the Work, including the
deadline for Work completion, and any responsibilities of the City or RCTC may be requested in
writing by the City and are subject to the approval of RCTC's Representative, which approval will
not be unreasonably withheld, provided that extensions of time for completion of the Work shall be
approved in the sole discretion of RCTC's Representative. Nothing in this Agreement shall be
construed to require or allow completion of the Work without full compliance with the California
Environmental Quality Act (Public Resources Code Section 21000 et seq.; "CEQA") and the
National Environmental Policy Act of 1969 (42 USC 4231 et seq.), but the necessity of compliance
with CEQA and NEPA shall not justify, excuse, or permit a delay in completion of the Work.
3.16 Conflict of Interest. For the term of this Agreement, no member, officer or employee
of the City or RCTC, during the term of his or her service with the City or RCTC, as the case may
be, shall have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.17 Limited Scope of Duties. RCTC's and the City's duties and obligations under this
Agreement are limited to those described herein. RCTC has no obligation with respect to the safety
of any Work performed at a job site. In addition, RCTC shall not be liable for any action of City or
its contractors relating to the condemnation of property undertaken by City or construction related to
the Work.
3.18 Books and Records. Each party shall maintain complete, accurate, and clearly
identifiable records with respect to costs incurred for the Work under this Agreement. They shall
make available for examination by the other party, its authorized agents, officers or employees any
and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or related to the expenditures and disbursements charged to the other party
pursuant to this disbursements charged to the other party pursuant to this Agreement. Further, each
party shall furnish to the other party, its agents or employees such other evidence or information as
they may require with respect to any such expense or disbursement charged by them. All such
information shall be retained by the Parties for at least three (3) years following termination of this
Agreement, and they shall have access to such information during the three-year period for the
purposes of examination or audit.
3.19 Equal Opportunity Employment. The Parties represent that they are equal opportunity
employers and they shall not discriminate against any employee or applicant of reemployment
because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, layoff or termination.
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3.20 Governing Law. This Agreement shall be governed by and construed with the laws of
the State of California.
3.21 Attorneys' Fees. If either party commences an action against the other party arising
out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to
have and recover from the losing party reasonable attorneys' fees and costs of suit.
3.22 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.23 Ileaciing .. Article and Section Headings, paragraph captions or marginal headings
contained in this Agreement are for convenience only and shall have no effect in the construction or
interpretation of any provision herein.
3.24 Notification. All notices hereunder and communications regarding interpretation of
the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered
or certified mail, return receipt requested, postage prepaid and addressed as follows:
City of Temecula RCTC
P.O. Box 9033 Riverside County Transportation Commission
Temecula, CA 92589-9033 4080 Lemon, 3`d Floor
Mailing address: P.O. Box 12008
ATTN: Riverside, CA 92502
City Manager ATTN: Executive Director
Any notice so given shall be considered served on the other party three (3) days after deposit
in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred
regardless of the method of service.
3.25 Conflicting Provisions. In the event that provisions of any attached appendices or
exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and
conditions contained in this Agreement shall control the actions and obligations of the Parties and
the interpretation of the Parties' understanding concerning the performance of the Services.
3.26 Contract Amendment. In the event that the Parties determine that the provisions of
this Agreement should be altered, the Parties may execute a contract amendment to add any
provision to this Agreement, or delete or amend any provision of this Agreement. All such contract
amendments must be in the form of a written instrument signed by the original signatories to this
Agreement, or their successors or designees.
3.27 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties relating to the subject matter hereof and supersedes any previous agreements or
understandings.
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17336.02600\29196889.1
3.28 Validity of Agreement. The invalidity in whole or in part of any provision of this
Agreement shall not void or affect the validity of any other provision of this Agreement.
3.29 Independent Contractors. Any person or entities retained by the City or any contractor
shall be retained on an independent contractor basis and shall not be employees of RCTC. Any
personnel performing services on the Work shall at all times be under the exclusive direction and
control of the City or contractor, whichever is applicable. The City or contractor shall pay all wages,
salaries and other amounts due such personnel in connection with their performance of services on
the Work and as required by law. The City or consultant shall be responsible for all reports and
obligations respecting such personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance and workers' compensation insurance.
[Signatures on following page]
10
17336.02600\29196889.1
SIGNATURE PAGE
TO
AGREEMENT FOR THE FUNDING OF
TUMF REGIONAL CETAP CORRIDOR IMPROVEMENTS
RIVERSIDE COUNTY City of Temecula
TRANSPORTATION COMMISSION
By: By:
Scott Matas
Chair
APPROVED a • '
„FA)BSS :est ri c
ounscl to the Riv 'de County
Tranp�irtation • mmission
11
17336.02600\29196889.1
Aaron Adams
City Manager
ATTEST:
By:
Randi Johl
City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson
City Attorney
EXHIBIT "A"
SCOPE OF WORK,
FUNDING AND TIMETABLE
SCOPE OF WORK
French Valley Parkway/Interstate 1-15 Interchange Improvements (Phase 11)
Phase II will include construction of a two lane northbound collector/distributor beginning north of
the Winchester Road on ramps and ending just north of the I-15/1-215 junction with connectors to I-
15 and I-215.
FUNDING
PHASE
TUMF CETAP
LOCAL
OTHER
TOT)
RIGHT OF WAY
$673,562
$0
$3,396,308"
$4,069
DESIGN
$798,947
$106,603'
$3,367,819"-
$4,273,.
TOTAL
$1,472,509
$106,603
$6,764,127
$8,343,
TIMETABLE:
Local — RCTC / CETAP — City Local Match
Other — WRCOG TUMF
Other — WRCOG TUMF and Other City Funds
17336.02600\29196889.1
870
369
239
START
END
PS&E
SEP 2016
DEC 2019
R/W
SEP 2016
DEC 2019
Local — RCTC / CETAP — City Local Match
Other — WRCOG TUMF
Other — WRCOG TUMF and Other City Funds
17336.02600\29196889.1
870
369
239
EXHIBIT "A-1"
ELIGIBLE REIMBURSEMENTS
The following list of items generally identified as eligible or ineligible for TUMF Regional Funding
reimbursement are consistent with those used to develop the costs for improvements in the first
NEXUS Study prepared by WRCOG.
In general, all improvements, with the exception of sidewalks, must be within the curbs of the
roadway and extend no further than the curb returns at intersections. In addition, all improvements
on or connecting to interstate and state route facilities shall be consistent with Caltrans Highway
Design Manual standards.
Items which are typically considered eligible include:
• Asphalt concrete pavement, up to 16' per lane, to accomplish a 12' travel lane and
ancillary treatment and appropriate base materials
• Concrete curb and gutter and associated drainage — paved roadway shoulders and
swale may be used as a substitute
• Class II Bike Lanes
• Paved and painted 14' median, may be used as a dual left turn lanes
• Traffic signals at intersections with state highways and major arterials which are
also on the TUMF Network
• Pavement striping and roadway signing as required.
Items which are not typically considered eligible include:
• Portland Cement pavement or other aesthetic pavement types (except at
intersections)
• Major rehabilitation or overlay of existing pavement in adjacent roadway lanes
• Raised Medians
• Parking Lanes
• Landscaping
• Lighting
• Class I Bike Lanes
17336,02600\29196889.1
EXHIBIT "B"
PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES
RCTC recommends that the City incorporate Exhibit `B-1", with such changes as the City
may determine appropriate, into its contracts with any subcontractors to establish a standard
method for preparation of invoices by contractors to the City and ultimately to RCTC for
reimbursement of City contractor costs.
2. Each month the City shall submit an invoice for eligible Work costs incurred during the
preceding month. The original invoice shall be submitted to RCTC's Executive Director
with a copy to ROTC's Programming and Planning Manager. Each invoice shall be
accompanied by a cover letter in a format substantially similar to that of Exhibit `B-2".
3. Each invoice shall include documentation from each contractor used by the City for the
Work, listing labor costs, subcontractor costs, and other expenses. Each invoice shall also
include a monthly progress report and spreadsheets showing the hours or amounts expended
by each contractor or consultant for the month and for the entire Work to date. Samples of
acceptable task level documentation and progress reports are attached as Exhibits `B-4". All
documentation from the City's contractors should be accompanied by a cover letter in a
format substantially similar to that of Exhibit `B-3".
4. If the City is seeking reimbursement for direct expenses incurred by City staff for eligible
Work costs, the City shall detail the same level of information for its labor and any expenses
in the same level of detail as required of contractors pursuant to Exhibit "B" and its
attachments.
5. Charges for each task and milestone listed in Exhibit "A" shall be listed separately in the
invoice.
Each invoice shall include a certification signed by the City Representative or his or her
designee which reads as follows:
"I hereby certify that the hours and salary rates submitted for reimbursement in this invoice
are the actual hours and rates worked and paid to the consultants or contractors listed.
Signed
Title
Date
Invoice No
17336.02600\29196889.1
RCTC will pay the City within 30 days after receipt by the Commission of an invoice. If
RCTC disputes any portion of an invoice, payment for that portion will be withheld, without
interest, pending resolution of the dispute, but the uncontested balance will be paid.
The final payment under this Agreement will be made only after: (i) the City has obtained a
Release and Certificate of Final Payment from each contractor or consultant used on
theWork; (ii) the City has executed a Release and Certificate of Final Payment; and (iii) the
City has provided copies of each such Release to RCTC.
17336.02600\29196889.1
EXHIBIT "B-1"
[Sample for City Consultant Contracts]
For the satisfactory performance and completion of the Services under this Agreement, the
City will pay the Contractor compensation as set forth herein. The total compensation for this
service shall not exceed ( INSERT WRITTEN DOLLAR AMOUNT ) ($_INSERT
NUMERICAL DOLLAR AMOUNT_) without written approval of the City Manager [or
applicable position] ("Total Compensation").
1. ELEMENTS OF COMPENSATION.
Compensation for the Services will be comprised of the following elements: 1.1 Direct
Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs.
1.1 DIRECT LABOR COSTS.
Direct Labor costs shall be paid in an amount equal to the product of the Direct
Salary Costs and the Multiplier which are defined as follows:
1.1.1 DIRECT SALARY COSTS
Direct Salary Costs are the base salaries and wages actually paid to the
Contractor's personnel directly engaged in performance of the Services under
the Agreement. (The range of hourly rates paid to the Contractor's personnel
appears in Section 2 below.)
1.1.2 MULTIPLIER
The Multiplier to be applied to the Direct Salary Costs to determine the
Direct Labor Costs is , and is the sum of the following
components:
1.1.2.1 Direct Salary Costs
1.1.2.2 Payroll Additives
The Decimal Ratio of Payroll Additives to Direct Salary Costs. Payroll
Additives include all employee benefits, allowances for vacation, sick leave,
and holidays, and company portion of employee insurance and social and
retirement benefits, all federal and state payroll taxes, premiums for insurance
which are measured by payroll costs, and other contributions and benefits
imposed by applicable laws and regulations.
Exhibit B-1
1
17336.02600\7320744.1
1.1.2.3 Overhead Costs
The Decimal Ratio of Allowable Overhead Costs to the Contractor Firm's
Total Direct Salary Costs. Allowable Overhead Costs include general,
administrative and overhead costs of maintaining and operating established
offices, and consistent with established firm policies, and as defined in the
Federal Acquisitions Regulations, Part 31.2.
Total lvlultiplier
(sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3)
1.2 FIXED FEE.
A Fixed Fee of shall be paid to Consultant for Consultant's complete and
satisfactory performance of this Agreement and all Services required hereunder. The City
shall pay the Fixed Fee in monthly installments based upon the percentage of the Services
completed at the end of each billing period, as determined in the sole discretion of the City
Manager. Consultant shall not be entitled to and shall forfeit any portion of the Fixed Fee
not earned as provided herein.
1.3 ADDITIONAI. DIRECT COSTS.
Additional Direct Costs directly identifiable to the performance of the services of this
Agreement shall be reimbursed at the rates below, or at actual invoiced cost.
Rates for identified Additional Direct Costs are as follows:
ITEM REIMBURSEMENT RATE
[ insert charges 1
Per Diem $ /day
Car mileage $ /mile
Travel $ /trip
Computer Charges $ /hour
Photocopies $ /copy
Blueline $ /sheet
LD Telephone $ /call
Fax $ /sheet
Photographs $ /sheet
Exhibit B-1
2
17336.02600\7320744.1
Travel by air and travel in excess of 100 miles from the Contractor's office nearest to the
City's office must have the City's prior written approval to be reimbursed under this
Agreement.
2. DIRECT SALARY RATES
Direct Salary Rates, which are the range of hourly rates to be used in determining Direct
Salary Costs in Section 1.1.1 above, are given below and are subject to the following:
2.1 Direct Salary Rates shall be applicable to both straight time and overtime work,
unless payment of a premium for overtime work is required by law, regulation or
craft agreement, or is otherwise specified in this Agreement. In such event, the
premium portion of Direct Salary Costs will not be subject to the Multiplier defined
in Paragraph 1.1.2 above.
2.2 Direct Salary Rates shown herein are in effect for one year following the effective
date of the Agreement. Thereafter, they may be adjusted annually to reflect the
Contractor's adjustments to individual compensation. The Contractor shall notify the
City in writing prior to a change in the range of rates included herein, and prior to
each subsequent change.
POSITION OR CLASSIFICATION RANGE OF HOURLY RATES
[ sample_]
Principal $ .00 - $ .00/hour
Project Manager $ .00 - $ .00/hour
Sr. Engineer/Planner $ .00 - $ .00/hour
Project Engineer/Planner $ .00 - $ .00/hour
Assoc. Engineer/Planner $ .00 - $ .00/hour
Technician $ .00 - $ .00/hour
Drafter/CADD Operator $ .00 - $ .00/hour
Word Processor $ .00 - $ .00/hour
2.3 The above rates are for the Contractor only. All rates for subcontractors to the
Contractor will be in accordance with the Contractor's cost proposal.
3. INVOICING.
3.1 Each month the Contractor shall submit an invoice for Services performed during the
preceding month. The original invoice shall be submitted to the City Manager with
two (2) copies to the Project Coordinator.
Exhibit B-1
3
17336.02600\7320744.1
3.2 Charges shall be billed in accordance with the terms and rates included herein, unless
otherwise agreed in writing by the City' s Representative.
3.3 Base Work and Extra Work shall be charged separately, and the charges for each task
and Milestone listed in the Scope of Services, shall be listed separately. The charges
for each individual assigned by the Contractor under this Agreement shall be listed
separately on an attachment to the invoice.
3.4 A charge of $500 or more for any one item of Additional Direct Costs shall be
accompanied by substantiating documentation satisfactory to the City such as
invoices, telephone logs, etc.
3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report and
spreadsheets showing hours expended by task for each month and total project to
date.
3.6 If applicable, each invoice shall indicate payments to DBE subcontractors or supplies
by dollar amount and as a percentage of the total invoice.
3.7 Each invoice shall include a certification signed by the Contractor's Representative or
an officer of the firm which reads as follows:
I hereby certify that the hours and salary rates charged in this invoice
are the actual hours and rates worked and paid to the employees
listed.
Signed
Title
Date
Invoice No.
4. PAYMENT
4.1 City shall pay the Contractor within four to six weeks after receipt by City of an
original invoice. Should City contest any portion of an invoice, that portion shall be
held for resolution, without interest, but the uncontested balance shall be paid.
4.2 The final payment for Services under this Agreement will be made only after the
Contractor has executed a Release and Certificate of Final Payment.
Exhibit B-1
4
17336.02600\7320744,1
EXHIBIT B-2
Sample Cover Letter to RCTC
Date
Ms. Anne Mayer
Executive Director
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
ATTN: Accounts Payable
Re: Project Title - Invoice #
Enclosed for your review and payment approval is the City's invoice for professional and
technical services that was rendered by our contractors in connection with the TUMF Regional
Arterial Improvements per Agreement No. effective (Month/Day/Year) . The
required support documentation received from each contractor is included as backup to the
invoice.
Invoice period covered is from Month/Date/Year to Month/Date/Year .
Total Authorized Agreement Amount:
Total Invoiced to Date:
Total Previously Invoiced:
Balance Remaining:
Amount due this Invoice:
$0,000,000.00
$0,000,000.00
$0,000,000.00
$0,000,000.00
$0,000,000.00
I certify that the hours and salary rates charged in this invoice are the actual hours and rates
worked and paid to the contractors listed.
By:
cc:
Name
Title
Exhibit C-2
1
17336.02600\7320744.1
EXHIBIT B-3
Sample Letter from Contractor to City
Month/Date/Year
[INSERT CITY ADDRESS]
Invoice #
For [type of services] rendered by [contractor name] in connection with [name of project] This is
per agreement No. XX -XX -XXX effective Month/Date/Year .
Invoice period covered is from Month/Date/Year to Month/Date/Year .
Total Base Contract Amount:
Authorized Extra Work (if Applicable)
$000,000.00
$000,000.00
TOTAL AUTHORIZED CONTRACT AMOUNT: $000,000.00
Total Invoice to Date:
Total Previously Billed:
Balance Remaining:
Amount Due this Invoice:
$000,000.00
$000,000.00
$000,000.00
$000,000.00
I certify that the hours and salary rates charged in this invoice are the actual hours and rates worked
and paid to the employees listed,
By:
Name
Title
Exhibit B-3
1
17336.02600\7320744.1
EXHIBIT B-4
Sample Progress Report
REPORTING PERIOD: Month/Date/Year to Month/Date/Year
PROGRESS REPORT: #1
A. Activities and Work Completed during Current Work Periods
TASK 01 — 100% PS&E SUBMITTAL
1. Responded to Segment 1 comments from Department of Transportation
2. Completed and submitted Segment 1 final PS&E
B. Current/Potential Problems Encountered & Corrective Action
Problems
None
C. Work Planned Next Period
Corrective Action
None
TASK 01 — 100% PS&E SUBMITTAL
1. Completing and to submit Traffic Signal and Electrical Design plans
2. Responding to review comments
Exhibit B-4
1
17336.02600\7320744.1
Item No. 11
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Thomas W. Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Approve the Agreement for Consultant Services with T.Y. Lin International for
the French Valley Parkway Interchange — Phase II, PW16-01
PREPARED BY: Avlin R. Odviar, Senior Engineer — CIP
Kendra Hannah-Meistrell, Associate Engineer — CIP
RECOMMENDATION: That the City Council:
1. Approve the Agreement for Consultant Services with T.Y. Lin International, in the
amount of $3,947,823, for the preparation and development of the plans,
specifications, and estimate for the French Valley Parkway/Interstate 15
Overcrossing and Interchange Improvements — Phase 11, PW16-01;
2. Authorize the City Manager to approve Extra Work Authorizations not to exceed
the contingency amount of $325,500, which is approximately 8.25% of the
Agreement amount.
BACKGROUND: The French Valley Parkway/Interstate 15 Overcrossing and
Interchange Improvements project will reduce current and projected traffic congestion, improve
safety and operations, provide alternative access to Interstate 15 (1-15), and facilitate circulation
consistent with the General Plans of the Cities of Temecula and Murrieta.
The project, as approved by the City Council on February 23, 2010, generally consists of
constructing a new principal arterial (French Valley Parkway) between Jefferson Avenue and
Ynez Road, constructing a new interchange on 1-15 at French Valley Parkway, constructing a
new Collector/Distributor system of lanes along both sides of 1-15 between Winchester Road
and the 1-15/1-215 Junction, and modifying the I-15/Winchester Road interchange.
Implementation of the project was phased over two separate projects known as Phase 1 and
Phase 11.
On July 16, 2015 the City Council accepted the construction of the Phase! improvements which
included a new southbound off -ramp at French Valley Parkway, the westbound portion of
French Valley Parkway between the off -ramp and Jefferson Avenue, widening the existing
southbound off -ramp at Winchester Road, and widening southbound 1-15 between Warm
Springs Creek and the Winchester Road off -ramp.
On September 13, 2011 the City Council approved an Agreement for Consultant Services with
T.Y. Lin International (TYLI) for the design of Phase 11 which included all other elements of the
project. As design progressed it became evident that the shortfalls in construction funding were
unlikely to be bridged in a timely fashion. To maximize the public benefit with the funding
currently available for the project, Phase 11 was split into two smaller phases, Phase 11 and
Phase III. Phase 11 is now the two lane northbound collector/distributer road system beginning
north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215
Junction with connectors to 1-15 and 1-215. Phase III encompasses all other elements of the
project.
The Agreement entered on September 13, 2011 with TYLI has expired. The remaining balance
from this Agreement was liquidated and will partially fund the new Agreement. Prior to
expiration, TYLI had satisfactorily progressed the design of the original Phase 11 plans to 60%
completion. TYLI has invaluable first-hand project experience and an unsurpassable depth of
project knowledge given their involvement with the project to date. TYLI is the most appropriate
firm to perform design of the new Phase 11, including the environmental re-evaluation needed to
prepare for construction. Staff has negotiated and finalized the terms of the consultant services
agreement attached for the revised Phase 11. The negotiations endured several iterations as is
typical with projects involving extensive, complex work programs and multiple sub -consultants.
The final refined scope of work includes the bulk of activities necessary to prepare and process
the construction plans, specifications, and estimate including environmental re-evaluation, civil
and structural engineering, geotechnical analysis, land surveying, utility conflict resolution and
coordination, right of way certification, and project management.
FISCAL IMPACT: The French Valley Parkway/Interstate 15 Overcrossing and
Interchange Improvements — Phase 11 project is identified in the City's Capital Improvement
Program Fiscal Year 2017-21. The project is funded with General Fund Contributions,
reimbursements from the Transportation Uniform Mitigation Fee (TUMF) program administered
by the Western Riverside Council of Governments (WRCOG), and reimbursements from the
TUMF Community and Environmental Transportation Acceptability Process (CETAP)
administered by the Riverside County Transportation Commission (RCTC). The TUMF
reimbursement agreements with WRCOG are fully executed and the funds are obligated. The
TUMF CETAP funding agreement with RCTC is set to be approved at this October 25, 2016
City Council meeting as a separate item. The TUMF CETAP funding agreement has been
executed by RCTC and with the approval and execution of the agreement by the City Council,
the funds will be obligated. Provided the TUMF CETAP funding agreement is approved,
adequate funds are budgeted in the project design account to cover the agreement amount of
$3,947,823, plus the contingency amount of $325,500, for a total encumbrance of $4,273,323.
ATTACHMENTS:
1. Agreement for Consultant Services
2. Project Description
3. Project Location
4. Project Phase Exhibit
AGREEMENT FOR CONSULTANT SERVICES BETWEEN
CITY OF TEMECULA AND T.Y. LIN INTERNATIONAL
FRENCH VALLEY PARKWAY/INTERSTATE 15 OVERCROSSING AND
INTERCHANGE IMPROVEMENTS — PHASE II
THIS AGREEMENT is made and effective as of October 25, 2016, between the City of
Temecula, a municipal corporation (hereinafter referred to as "City"), and T.Y. Lin
International, a Corporation (hereinafter referred to as "Consultant"). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on October 25, 2016, and shall remain and continue in
effect until tasks described herein are completed, but in no event later than June 30, 2020,
unless sooner terminated pursuant to the provisions of this Agreement.
2. SERVICES
Consultant shall perform the services and tasks described and set forth in Exhibit A,
attached hereto and incorporated herein as though set forth in full. Consultant shall complete
the tasks according to the schedule of performance which is also set forth in Exhibit A.
3. PERFORMANCE
Consultant shall at all time faithfully, competently and to the best of his or her ability,
experience, and talent, perform all tasks described herein. Consultant shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in providing
similar services as are required of Consultant hereunder in meeting its obligations under this
Agreement.
4. PREVAILING WAGES
Pursuant to the provisions of Section 1773 of the Labor Code of the State of
California, the City Council has obtained the general prevailing rate of per diem wages and the
general rate for holiday and overtime work in this locality for each craft, classification, or type of
workman needed to execute this Consultant from the Director of the Department of Industrial
Relations. Copies may be obtained from the California Department of Industrial Relations
Internet website at http://www.dir.ca.qov. Consultant shall provide a copy of prevailing wage
rates to any staff or sub -contractor hired, and shall pay the adopted prevailing wage rates as a
minimum. Consultant shall comply with the provisions of Sections 1720, 1725.5, 1771.1(a),
1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of
1775 of the Labor Code, Consultant shall forfeit to the City, as a penalty, the sum of $200.00 for
each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid
less than the stipulated prevailing rates for any work done under this Agreement, by him or by
any subcontractor under him, in violation of the provisions of the Agreement. This project, work,
or service will be subject to compliance monitoring and enforcement by the Department of
Industrial Relations (DI R) pursuant to Labor Code Section 1771.4.
1
5. REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS
Registration with the Department of Industrial Relations (DIR) is mandatory as a
condition for bidding, providing certain services, and working on a public works project as
specified in Labor Code Section 1771.1(a). Consultant and any subconsultant must be
registered with the Department of Industrial Relations to be qualified to bid, or provide a
proposal and/or time and material quote or be listed in a bid, proposal or quote, subject to the
requirements of Public Contract Code Section 4104; or engage in the performance of any
contract that is subject to Labor Code Section 1720 et seq., unless currently registered and
qualified to perform public work pursuant to Labor Code Section 1725.5. Consultant and
subconsultants will be required to provide proof of registration with the DIR. For more
information regarding registration with the Department of Industrial Relations, refer to
http://www.dir. ca.gov/Public-Works/PublicWorks. html
6. PAYMENT
a. The City agrees to pay Consultant monthly, in accordance with the
payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates
and Schedule, attached hereto and incorporated herein by this reference as though set forth in
full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the
payment rates and schedule of payment, are null and void. This amount shall not exceed Three
Million Nine Hundred Forty Seven Thousand Eight Hundred Twenty Three Dollars
($3,947,823) for the total term of this agreement unless additional payment is approved as
provided in this Agreement.
b. Consultant shall not be compensated for any services rendered in
connection with its performance of this Agreement which are in addition to those set forth
herein, unless such additional services are authorized in advance and in writing by the City
Manager . Consultant shall be compensated for any additional services in the amounts and in
the manner as agreed to by City Manager and Consultant at the time City's written authorization
is given to Consultant for the performance of said services.
The City Manager may approve additional work up to Three Hundred Twenty Five Thousand
Five Hundred Dollars ($325,500) as approved by City Council. Any additional work in excess
of this amount shall be approved by the City Council.
c. Consultant will submit invoices monthly for actual services performed.
Invoices shall be submitted between the first and fifteenth business day of each month, for
services provided in the previous month. Payment shall be made within thirty (30) days of
receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees,
it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any
disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement,
Consultant shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in
such form as approved by the Director of Finance.
7. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten
(10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City suspends
or terminates a portion of this Agreement such suspension or termination shall not make void or
invalidate the remainder of this Agreement.
2
b. In the event this Agreement is terminated pursuant to this Section, the
City shall pay to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section
entitled "PAYMENT" herein.
8. DEFAULT OF CONSULTANT
a. The Consultant's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the terms of
this Agreement, City shall have no obligation or duty to continue compensating Consultant for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to the Consultant. If such failure by the Consultant to make progress in the
performance of work hereunder arises out of causes beyond the Consultant's control, and
without fault or negligence of the Consultant, it shall not be considered a default.
b. If the City Manager or his delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, it shall serve the
Consultant with written notice of the default. The Consultant shall have ten (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 Consultant 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
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.
9. OWNERSHIP OF DOCUMENTS
a. Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate records of
services provided in sufficient detail to permit an evaluation of services. All such records shall
be maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible. Consultant shall provide free access to the representatives of
City or its designees at reasonable times to such books and records, shall give City the right to
examine and audit said books and records, shall permit City to make transcripts there from as
necessary, and shall allow inspection of all work, data, documents, proceedings and activities
related to this Agreement. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files containing
data generated for the work, surveys, notes, and other documents prepared in the course of
providing the services to be performed pursuant to this Agreement shall become the sole
property of the City and may be used, reused or otherwise disposed of by the City without the
permission of the Consultant. With respect to computer files containing data generated for the
work, Consultant shall make available to the City, upon reasonable written request by the City,
the necessary computer software and hardware for purposes of accessing, compiling,
transferring and printing computer files.
c. With respect to the design of public improvements, the Consultant shall
not be liable for any injuries or property damage resulting from the reuse of the design at a
location other than that specified in Exhibit A, without the written consent of the Consultant.
3
10. INDEMNIFICATION, HOLD HARMLESS, AND DUTY TO DEFEND
a. Indemnity for Design Professional Services. In the connection with its
design professional services, Consultant shall hold harmless and indemnify City, and its elected
officials, officers, employees, servants, designated volunteers, and those City agents serving as
independent contractors in the role of City officials (collectively, "Indemnitees"), with respect to
any and all claims, demands, damages, liabilities, losses, costs or expenses, including
reimbursement of attorneys' fees and costs of defense (collectively, "Claims" hereinafter),
including but not limited to Claims relating to death or injury to any person and injury to any
property, which arise out of, pertain to, or relate in whole or in part to the negligence,
recklessness, or willful misconduct of Consultant or any of its officers, employees, sub -
consultants, or agents in the performance of its professional services under this Agreement.
b. Other Indemnities. In connection with any and all claims, demands,
damages, liabilities, losses, costs or expenses, including attorneys' fees and costs of defense
(collectively, "Damages" hereinafter) not covered by Paragraph 9.a. above, Consultant shall
defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages,
including but not limited to, Damages relating to death or injury to any person and injury to any
property, which arise out of, pertain to, or relate to acts or omissions of Consultant or any of its
officers, employees, subcontractors, or agents in the performance of this Agreement, except for
such loss or damage arising from the sole negligence or willful misconduct of the City, as
determined by final arbitration or court decision or by the agreement of the parties. Consultant
shall defend Indemnitees in any action or actions filed in connection with any such Damages
with counsel of City's choice, and shall pay all costs and expenses, including all attorneys' fees
and experts' costs actually incurred in connection with such defense. Consultant's duty to
defend pursuant to this Section 9.b. shall apply independent of any prior, concurrent or
subsequent misconduct, negligent acts, errors or omissions of Indemnitees."
11. 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:
Insurance Services Office Commercial General Liability form No.
CG 00 01 11 85 or 88.
ii. Insurance Services Office Business Auto Coverage form CA 00 01
06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles,
a non -owned auto endorsement to the General Liability policy described above is acceptable.
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.
iv. Professional Liability Insurance shall be written on a policy form
providing professional liability for the Consultant's profession.
b. Minimum Limits of Insurance. Consultant shall maintain limits no less
than:
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1. General Liability: Two million ($2,000,000) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
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.
4. Professional Liability Coverage: One million ($1,000,000) per
claim and in aggregate.
c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured
retentions shall not exceed Twenty Five Thousand Dollars ($25,000).
d. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
1) The City of Temecula, the Temecula Community Services District,
the Successor Agency to the Temecula Redevelopment Agency, their officers, officials,
employees and volunteers are to be covered as insured's, as respects: liability arising out of
activities performed by or on behalf of the Consultant; products and completed operations of the
Consultant; premises owned, occupied or used by the Consultant; or automobiles owned,
leased, 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, the Temecula Community Services
District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials,
employees and volunteers. Any insurance or self-insured maintained by the City of Temecula,
Temecula Community Services District, and/or the Successor Agency to the Temecula
Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the
Consultant's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City of
Temecula, the Temecula Community Services District, and/or 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.
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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.
12. INDEPENDENT CONTRACTOR
a. Consultant 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 Consultant shall at all times be under Consultant's exclusive direction and control. Neither
City nor any of its officers, employees, agents, or volunteers shall have control over the conduct
of Consultant or any of Consultant's officers, employees, or agents except as set forth in this
Agreement. Consultant 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.
Consultant 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 Consultant in connection with
the performance of this Agreement. Except for the fees paid to Consultant as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Consultant for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services hereunder.
13. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of all local, State and Federal ordinances, laws
and regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such ordinances, laws and regulations. The City, and its officers
and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to
comply with this section.
14. RELEASE OF INFORMATION
a. All information gained by Consultant in performance of this Agreement
shall be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, 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 Consultant gives City notice of such court
order or subpoena.
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b. Consultant shall promptly notify City should Consultant, 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, but has no obligation, to represent Consultant and/or be present at any
deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, City's right to review any such response does not imply or mean the right
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.
Mailing Address: City of Temecula
Attn: City Manager
41000 Main Street
Temecula, CA 92590
To Consultant: T.Y. Lin International
Attn: Rodrigo Gonzalez
3633 East Inland Empire Boulevard, Suite 900
Ontario, CA 91764
16. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part thereof,
nor any monies due hereunder, without prior written consent of the City. Upon termination of
this Agreement, Consultant's sole compensation shall be payment for actual services performed
up to, and including, the date of termination or as may be otherwise agreed to in writing
between the City Council and the Consultant.
17. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and
effect, all licenses required of it by law for the performance of the services described in this
Agreement.
18. GOVERNING LAW
The City and Consultant 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
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the City of Temecula. In the event such litigation is filed by one party against the other to
enforce its rights under this Agreement, the prevailing party, as determined by the Court's
judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief
granted.
19. 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 Consultant, or Consultant's sub -contractors for this
project, during his/her tenure or for one year thereafter. The Consultant 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 Consultant or Consultant's sub -contractors on this project. Consultant 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
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.
21. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants and
represents that he or she has the authority to execute this Agreement on behalf of the
Consultant and has the authority to bind Consultant to the performance of its obligations
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA
T.Y. LIN INTERNATIONAL
(Two Signatures of corporate officers required unless
corporate documents authorize only one person to sign the
agreement on behalf of the corporation.)
By: By:
Michael S. Naggar, Mayor Clark Fernon, Vice President
ATTEST:
By:
Randi Johl, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney CONSULTANT
T.Y. Lin International
Attn: Rodrigo Gonzalez
3633 East Inland Empire Blvd., Suite 900
Ontario, CA 91764
909-912-6903
rodrigo.gonzalez@tylin.com
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PM Initials::'2'
Date:
EXHIBIT A
TASKS TO BE PERFORMED
CITY OF TEMECULA
FRENCH VALLEY PARKWAY/INTERSTATE 15 OVERCROSSING
AND INTERCHANGE IMPROVEMENTS — PHASE II,
PROJECT NO. PW16-01
SCOPE OF WORK
Figure 1. Pro ect Phasing.
Project Description and Background
The City of Temecula (CITY) in cooperation with the Federal
Highway Administration (FHWA), Caltrans and City of Murrieta
is proposing to construct the French Valley Parkway Interchange
at Interstate 15 (I-15), construct a new principal arterial (French
Valley Parkway) between Jefferson Avenue and Ynez Road,
widen and realign Winchester Road interchange ramps and
construct a Collector/Distributor road system along both sides of
the I-15 between the I-15/1-215 junction and Winchester Road
interchange. This project is currently identified as French Valley
Parkway/Interstate 15 Overcrossing and Interchange
Improvements and it is based on alternative 4 (Preferred) as
identified in the January 2010 Project Report. Implementation of
the project was phased over two separate projects known as
Phase I and Phase II which are detailed within the Construction
Phasing sub -section of the Project Description/Preferred
Alternative Sections in the approved planning documents for the
overall project (Environmental Document, Project Report, and
New Connection Report). Construction of Phase I was completed
in 2014.
T.Y. Lin International (Consultant) has been working to complete
the Plans, Specifications and Estimate (PS&E) for the French
Valley Parkway/Interstate 15 Overcrossing and Interchange
Improvements - Phase II. Due to changes in available project
funding and timing, the delivery of Phase II needed to be
modified. The City proposed breaking Phase II into two smaller
construction phases. The Consultant developed several concepts
that were presented to Caltrans and FHWA and the concept
generally agreed upon was labeled Option D. Option D revises
the construction phasing such that Phase II is the two lane
northbound Collector/ Distributer road system beginning north of
the Winchester Road interchange on -ramps and ending just north
of the 1-15/I-215 junction with connectors to 1-15 and I-215 and
Phase III encompasses all other elements of the project (Fig. 1).
Both Caltrans and FHWA requested that the new construction
phasing be incorporated via an environmental re-evaluation, a
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 2 of 28
supplemental project report and a supplemental new connection report to ensure Phase
II provides independent utility and logical termini.
Transportation Uniform Mitigation Fee (TUMF) Programming
The Project is funded in part by the TUMF Program administered by the Western
Riverside County of Governments (WRCOG). This is an innovative program whereby
developers of residential, industrial, and commercial property pay a development fee to
fund transportation projects that will be required as a result of growth the developments
create. The Project comprises two TUMF projects that are inseparable by design,
implementation, and operation. The two projects are as follows:
(1) French Valley Parkway/I-15 Overcrossing & Interchange
(2) SR -79 Winchester Road/I-15 Interchange
The following Scope of Work is comprehensive of both TUMF projects. Separation is not
practical at this level of detail due to the extensive, natural overlapping of tasks. The
Summary of Fees shown in Exhibit B of this Agreement is based on the approximate
costs attributable to each project.
Scope of Work
The City requested services for the Environmental Re-evaluation, Supplemental Project
Report (SPR), Supplemental New Connection Report (SNCR), and Plans, Specifications
and Estimate (PS&E) for the revised Phase II. Consultant and City acknowledge that
there may be changes to the project definition, which could result in the need to modify
this scope of work and budget.
Based on the direction from the City, T.Y. Lin International has prepared the following
Scope of Services for Phase II:
All work will comply with the following general guidelines:
• The deliverables will be prepared in accordance with 2015 Caltrans
standard plans and specifications and the latest Caltrans and FHWA
guidelines, policies and procedures.
• The plans sheets will be prepared in Microstation using English units.
• The tasks are consistent with the Caltrans Work Breakdown Structure
(WBS).
Task 1 Project Management (WBS 100)
Subtask 1.1 Project Administration and Meetings (WBS 100.15)
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Scope of Work
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Consultant will provide overall execution and financial management of the project,
including City and Caltrans coordination, coordination with other agencies, tracking
progress of the work, preparing monthly invoices, project schedule development and
maintenance, project status reports, and conducting project meetings. The Project
Manager will provide management, coordination, and supervision of project staff to
facilitate the performance of the work in accordance with the scope and requirements of
the City.
Consultant will conduct meetings with the City and/or Caltrans as requested to discuss
progress, general project issues, obtain direction, and to exchange information.
Consultant will also chair and conduct monthly Project Development Team (PDT)
meetings and will prepare monthly status reports to update the City on progress to date,
work to be accomplished in the next period, and potential issues related to technical
items or forecasted budget/schedule requirements. In addition, budgets, schedules and
project progress will be closely monitored and controlled through Consultant's internal
project controls system.
Deliverables:
• Project schedule
• Monthly project status reports
• Monthly invoices
• Meeting agendas and minutes
Subtask 1.2 Quality Assurance/Quality Control Plan (QA/QC) (WBS 100.15)
Consultant will develop the project in accordance with its established QA/QC
procedures and guidelines contained in the firm's Surface Transportation Quality
Management Plan. The project schedule will include separate QA/QC milestones, and
each project submittal will include a compliance statement signed by the QA/QC
Manager. The statement will also include confirmation that QA/QC has been
performed on work submitted by the subconsultants.
Deliverables:
• QC/QA Plan and Statements
Task 2 Supplemental Project Report (SFR) (WBS 185.05.10)
Subtask 2.1 Draft SPR (WBS 185.05.10)
Consultant will update the January 29, 2010 Project Report (PR) to incorporate the
revised project limits and scope based on the revised construction phasing as described
in the background section above. The updates will be documented in a SPR which will
be prepared based on the latest FHWA and Caltrans guidelines and procedures. The
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main purpose of the SPR is to obtain approval on the revised construction phasing.
Consultant will also update the following items in support of the SPR:
• Cost estimates
• Traffic Management Plan (TMP)
• Storm Water Data Report (SWDR)
• Right of way data sheets
• Right of way requirements map
• Supplemental Fact Sheets with exceptions to design standards
• Drainage/Hydraulic Analysis
• Life Cycle Cost Analysis (LCCA)
• Geometric Approval Drawings (GAD)
• Risk Register
• Structures Advanced Planning Studies (APS) Package
• Santa Gertrudis Creek Bridge (R) Widen (New)
• Warm Springs Creek Bridge (R) Widen (Update)
• Retaining Wall -420 (MSE)(Update)
• NB I-15 C/D Connector (Update)
The APS Package shall consist of a design memo, APS checklist, 11x17 APS sheet and
preliminary cost estimate for each structure in accordance with Caltrans Office of Special
Funded Project (OSFP) Information and Procedures Guide (IPG) Section 3-2 and Memo
to Designer (MTD) Section 1-8.
Deliverables:
• Draft SPR
• Draft APS package
Subtask 2.2 Final SPR (WBS 185.05.10)
Based on the comments on the draft SPR, Consultant will prepare the final SPR and
submit it to the City and Caltrans for review and approval.
Deliverables:
• Final SPR
• Final APS package
Task 3 Supplemental New Connection Report (SNCR) (WBS 185.20.99)
Subtask 3.1 Draft SNCR (WBS 185.20.99)
Consultant will update the February 9, 2010 NCR to incorporate the revised project
limits and scope based on the revised construction phasing as described in the
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background section above. The updates will be documented in a SNCR which will be
prepared based on the latest FHWA and Caltrans guidelines and procedures. The main
purpose of the SNCR is to ensure that the revised construction phasing meets the FHWA
criteria for logical termini and independent utility. The SNCR will include the following
sections and discussions:
• Introduction
• Recommendation
• Background
• Re-evaluation of Need and Purpose
• Description of Revised Construction Phasing
• Acceptability Determination summary (Information for FHWA final
Approval)
• New Non-standard design features
• Analysis of proposal including a revised Traffic and Operational Analysis
(TOA)
• System Nanning
• Environmental re-evaluation information
• Funding and Scheduling
• Conclusions
Deliverables:
• Draft SNCR
Subtask 3.2 Final SNCR (WBS 185.20.99)
Based on the comments on the draft SNCR, Consultant will prepare the final SNCR and
submit it to the City, Caltrans and FHWA for review and approval.
Deliverables:
• Final SNCR
Task 4 Environmental Re-evaluation (WBS 255.15)
Consultant will perform the environmental re-evaluation of the January 2010 Final
Interstate-15/French Valley Parkway Improvements Project Initial Study [with Mitigated
Negative Declaration]/ Environmental Assessment with Finding of No Significant Impacts
(IS/MND/EA-FONSI) (2010 IS/EA). This re-evaluation is required in order to evaluate
potential environmental impacts of the revised construction phasing as well as the
revised project opening and horizon year conditions of Year 2025 and 2045, respectively.
Consultant will utilize previously prepared reports, data and analysis to the extent
feasible; however, most of the data and information are at least five years old, and may
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no longer be valid. For this effort, we have reviewed the approved environmental
document and have met with Caltrans Environmental unit on December 1, 2015, to
discuss the requirements. Based on the review and the meeting with Caltrans, we
propose the following scope of work for the re-evaluation.
Subtask 4.1 Traffic Impact Analysis (WBS 185.20.05)
A traffic analysis focus meeting with Caltrans was conducted on November 18, 2015, to
evaluate the requirements to update the January 8, 2008, Traffic Impact Analysis. It was
concluded that a new analysis needs to be prepared based on current data (2016 traffic
counts) and a traffic volume modeling for 2025 and 2045 conditions.
Existing and Future Traffic Volumes
Traffic forecast will be prepared for the following five scenarios:
1. Existing
2. No Build for Opening Year
3. Phase II for Opening Year
4. No Build for Design Year
5. Phase II for Design Year
Existing traffic volumes including peak -hour mainline, ramps, and freeway -to -freeway
connectors will be extracted from the Caltrans Performance Monitoring System (PeMS).
Local agencies in the study area may also have relevant traffic counts, including
intersection turning movement counts. If existing traffic volumes are not available,
Consultant will conduct existing morning (AM) and evening (PM) peak hour counts for
up to 15 locations as determined by the Project team. The intersection study locations
were determined based on the traffic focus meeting with Caltrans and assuming a
Modified Access Report (MAR) will be prepared for the third phase of the Project.
Collected traffic counts will be processed to ensure there is a continuity of flow both on
the freeway segments as well as between the intersections adjacent to the freeway on -
ramps. The following intersections are proposed to be evaluated:
• Rancho California/Ynez Rd
• Rancho California/I-15 NB Ramps
• Rancho California/I-15 SB Ramps
• Rancho California/Jefferson Ave
• Winchester Rd/Ynez Rd
• Winchester Rd/I-15 NB Ramps
• Winchester Rd/I-15 SB Ramps
• Winchester Rd/Jefferson Ave
• Murrieta Hot Springs Rd/Alta Murrieta Dr
• Murrieta Hot Springs Rd/I-215 NB Ramps
• Murrieta Hot Springs Rd/I-215 SB Ramps
• Murrieta Hot Springs Rd/Hancock Ave
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• Murrieta Hot Springs Rd/I-15 NB Ramps
• Murrieta Hot Springs Rd/I-15 SB Ramps
• Murrieta Hot Springs Rd/Madison Avenue
For the future forecast volumes, Caltrans requires the evaluation of "Design Year"
conditions at least 20 years after opening. Since the second phase of the Project is
anticipated to have an "Opening Year" of 2025, analysis years of 2025 and 2045 will be
required. Consultant will develop the 2025 and 2045 traffic volumes for the No -Build
Alternative and Build Alternative using one of the two following traffic models available
for the study area:
• City of Murrieta Traffic Model (based on the County of Riverside's Traffic
Analysis Model [RIVTAM 1)
• RIVTAM Traffic Model (County of Riverside's Countywide Traffic
Model)
Consultant will determine stakeholder requirements and recommend a modeling
solution that best accommodates these requirements.
Since Year 2025 and Year 2045 are not explicitly available from any of the two traffic
models above, Consultant will estimate Year 2025 and Year 2045 traffic volumes via
interpolation, extrapolation, or a review of future demographic trends. Please note
Consultant will not project a negative growth in future traffic volumes unless there is a
clear cause and explanation. Consultant is also expected to maintain reasonable flow
conservation between closely spaced analysis locations for all projected traffic volumes.
Consultant will prepare a Traffic Forecasting Memorandum documenting the key input
assumptions and methodology to be used to produce existing and future traffic volumes
and discuss with the City and Caltrans staff for concurrence. The memo will identify the
basic geometry of the Build Alternatives and the changes to the existing condition that
will constitute the No -Build Alternative. After concurrent review by the City & Caltrans
staff, a Final Technical Memo will be prepared. The memo will be submitted to the City
and Caltrans for approval prior to undertaking the forecasting work.
Consultant will prepare a Supplemental Traffic Volumes Report containing all of the
existing condition and forecast traffic volumes to be used in the operational analysis for
the traffic study. The Supplemental Traffic Volumes Report will be submitted to the
City and Caltrans for review and approval prior to initiation of the operations analysis.
Consultant will provide traffic data in support of the Aft Quality and Noise Studies.
The following traffic data is needed for each scenario:
• ADT roadway segment traffic volumes;
• Percent trucks;
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• Vehicle Miles Traveled (VMT): VMT shall be arranged by roadway type
(e.g., freeway general purpose lanes, ramps, HOV lanes, arterial roads,
local streets, etc.). VMT shall be broken down in 5 mph speed bins for
both peak and off-peak periods;
• Vehicle Hours Traveled (VHT): VHT should be arranged by roadway
type (e.g., freeway general purpose lanes, HOV lanes, ramps, arterial
roads, local streets, etc.).
Deliverables:
• Draft and Final Traffic Forecasting Methodology Memorandum
• Supplemental Draft and Final Traffic Volumes Report
• Traffic Data for Air Quality and Noise Studies
Traffic Impact Analysis Report
The Supplemental Traffic Impact Analysis (TIA) Report will be prepared in accordance
with the Highway Capacity Manual (HCM) and Caltrans Ramp Meter Design
Guidelines, and Caltrans SER Volume 1 Chapter 26 and CEQA guidelines.
Consultant shall develop a Traffic Operations Analysis Method Memo summarizing the
procedures and assumptions to be used in the traffic operations analysis. The memo
will be submitted to City and Caltrans for concurrence prior to undertaking traffic
operations analysis work. After concurrent review by the City & Caltrans staff, a Final
Traffic Operations Analysis Method Memo will be prepared. The memo will be
submitted to the City and Caltrans for approval prior to undertaking the traffic
operations analysis.
Consultant will prepare a supplemental TIA Report containing traffic operations
analysis for the existing condition, opening year and design year for the no -build and
build alternative (Phase II). The supplemental TIA will include procedures and
assumptions used in the traffic operations analysis. Available data, reports, and
relevant studies will be reviewed in preparation of the supplemental TIA Report.
Existing and future deficiencies in the arterial system will be identified. In addition,
Project related impacts and mitigation measures shall be identified. The study will meet
the requirements for the level of NEPA and CEQA documentation required for the
project. The supplemental TIA Report will be submitted to the City and Caltrans for
review and approval.
In support of the Air Quality and Noise studies, resulting delay and level of service
results will be provided. Other traffic data will be provided by the traffic modeling staff.
Deliverables:
• Draft/Final Traffic Operations Method Memo
• Supplemental Draft/Final Traffic Impact Analysis Report
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Subtask 4.2 Public Noticing and Community Outreach Process (WBS 255.15)
Consultant will prepare written notification and initiation of the re-evaluation process.
Consultant will prepare a Notice of Preparation (NOP) and public notice of draft
circulation for the re-evaluation of the 2010 IS/EA. Copies of the notices will be
submitted to the PDT for review and finalization. The notices will be subsequently
circulated to residents in the project locality and featured in local newspapers.
Consultant will also conduct one scoping meeting and provide language interpreters as
needed. Consultant will prepare all information, graphics, materials, and plans required
to be displayed at this meeting. Consultant will prepare a comprehensive summary
report which documents comments made during the public meeting. The report will
focus on discussions related to the revised construction phasing and environmental
issues.
Deliverables:
• Published Notice of Preparation with mailing list.
• Minutes, Records of Meeting, Newsletters, press materials, and Public
Participation Reports for meeting.
• Completion of a public meeting.
Subtask 4.3 Community Impact Analysis, Land Use and Growth Studies (WBS
255.15)
According to the 2010 IS/EA for the project, there were no impacts to the community
character and cohesion in the project area nor were environmental justice populations
affected. However, there were 34 parcels that were affected by the Project. In order to
address the potential community impacts with the inclusion of the revised construction
phasing, Consultant will review the information collected in 2010, update data where
needed, and utilize the available data to complete the Community Impact Assessment in
accordance with Caltrans Environmental Handbook, Volume 4 guidance.
Community Impacts Analysis Technical Study Addendum
Consultant will prepare a Community Impacts Analysis Technical Study Addendum
that will present the findings from the following subtasks: Create a Community Profile
with the latest ethnic and socioeconomic data within the project area; Evaluate land uses
in relation to the local and regional planning policies and identify compatibility issues
with existing land uses; Identify and address growth inducement issues; Identify
affected property owners, communities, public facilities within the project area of
influence; Evaluate direct, indirect, and cumulative impacts of the proposed
construction phasing to affected communities pertaining to social impacts (relocation of
housing, population characteristics, community institutions, community stability and
cohesion); economic impacts (change in employment, income gains or loss, tax base
changes); land use and growth (consistency of projects with local plans, shift in location
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where growth will occur, development opportunities enhanced); and public services
impacts (schools and health systems, police and fire protection, accessibility and
parking, utilities); Address right-of-way impacts based on relocated properties; and
Identify environmental justice populations and address potential impacts from the
Project.
In addition, the Community Impacts Technical Study Addendum will also summarize
the coordination efforts with local and regional, ethnic and community groups, and
business organizations.
The Community Impacts Technical Study Addendum will outline study results,
potential significance of impacts and significance criteria, and proposed mitigation
measures. Consultant will prepare relevant community impact sections (Land use and
Planning, Community Character and Cohesion, Relocation and Business Disruption,
Environmental Justice) for inclusion in the environmental document.
Deliverables:
• Draft and Final Community Impact Analysis Technical Addendum
Subtask 4.4 Visual/Aesthetics Analysis (WBS 255.15)
Visual/aesthetics impacts from the 2010 IS/EA included visual contrasts from new
sound walls and the removal of existing vegetation that serves as a visual buffer in the
project corridor. With the revision of the construction phasing and the extended time
since the last environmental document, the Project's impacts to visual and aesthetic
resources should be identified and addressed.
Visual Impact Analysis Technical Study Addendum
Consultant will refer to the Project's Visual Impact Assessment dated April 7, 2008 and
verify if these impact findings apply to current conditions. The Visual Impact Analysis
Technical Study Addendum will be prepared in accordance to the Caltrans Standard
Environmental Reference, Chapter 27. The recommended methodology should include
the FHWA publication entitled VIA for Highway Projects. The memorandum must also
comply with all state and federal requirements, address all tasks and sub -tasks stated in
165.10.20 VIA and SRE Study and be completed under the supervision of a licensed
Landscape Architect.
In accordance with FHWA and the U.S. Department of the Interior guidelines, this
analysis shall be prepared by a licensed Landscape Architect. Various key viewpoints
(visual quality "sensitive receptors") shall be identified for the Project. Visual quality of
proposed conditions shall be evaluated of and from the key viewpoints. Mitigation
measures, such as finish treatment of structures and plantings, shall be recommended.
Computer-generated visual simulations at the key viewpoints of both proposed and
mitigated visual conditions are not anticipated for this environmental documentation.
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For the Visual/Aesthetic Technical Study Addendum, Consultant will perform a visual
inventory of the project area; Describe project setting and inventory existing visual
features as well as proposed project element locations, viewer groups and probable
effects; Summarize coordination efforts with local agencies, citizens groups, and
business groups related to community design and scenic issues; Perform scenic Resource
Evaluation; Prepare visual simulations and exhibits (View Of and View From); Identify
community values expressed in applicable planning documents and show the relevance
of project history to community values; Analyze cumulative impacts; Analyze potential
existing and after construction impacts; Outline study results, potential significance of
impacts and significance criteria, proposed mitigation measures and mitigation
effectiveness evaluation; and Prepare abstract for inclusion in environmental document
text.
Deliverables:
• Draft/Final Visual/Aesthetic Technical Study Addendum
Subtask 4.5 Hydrology and Floodplain (WBS 255.15)
Consultant will research all existing improvement plans and drainage maps to obtain
pertinent drainage information. Consultant will verify the limits and characteristics of
watersheds, existing and future drainage facilities, and existing and future
developments affecting the project limits. Consultation/coordination with U.S. Army
Corps of Engineers will occur to verify impacts to floodplains documented in the 2010
IS/EA. Changes to hydrology and floodplain are not anticipated. Said information will
be documented in a Location Hydraulic/Floodplain Report Addendum.
Deliverables:
• Draft/Final Location Hydraulic/Floodplain Report Addendum.
Subtask 4.6 Cultural Resources Analysis (WBS 255.15)
Based on a review of the previous technical analyses conducted for the I-15/French
Valley Parkway Project (Historic Property Survey Report and Paleontological Evaluation
Report and Mitigation Plan), our experience has determined that new studies would
need to be conducted given the extended time since its initial preparation. This would
include an update to the Area of Potential Effects (APE) map to include project areas
with the revised construction phasing.
Historic Property Survey Report (HPSR)
The initial HPSR was conducted in January 30, 2006 and a supplemental HPSR was
prepared in March 12, 2009. The supplemental HPSR incorporated additional areas and
work to be performed as part of the design modifications that were not included in the
original APE. Consultant will conduct the analyses and prepare a second supplemental
HPSR. This updated HPSR will be prepared in accordance with the federal and state
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regulations protecting cultural resources, in addition to Caltrans SER Volume 1 Chapter
28 and California Environmental Quality Act/ National Environmental Protection Act
(CEQA/NEPA) guidelines. Consultant will devise the methodology for preparation of
the supplemental HPSR which will then be submitted to the City and Caltrans for
concurrence prior to initiating any technical work. After concurrent review of the
methodology by the City and Caltrans staff, Consultant shall begin the HPSR analysis.
Consultant will prepare an updated APE Map in accordance with the latest edition of
Caltrans Standard Environmental Reference (SER) and approval will be obtained from
the Caltrans District Historic Preservation Coordinator and the FHWA area engineer, as
well as California State Historic Preservation Officer (SHPO). The APE Map shall
include all construction storage areas, stockpiling areas, and detour areas. Cultural staff
would revise the APE and update the HPSR. This task may include additional mapping
and coordination with Caltrans cultural staff. Information from the previous technical
studies will be verified for applicability to the project improvements associated with the
re-evaluation. Additional field surveys would be conducted for any ground surfaces
that have undergone substantial disturbance since 2006.
For archaeological resources, the area subject to ground disturbance will constitute the
APE. For historic resources, the area encompassing likely environmental effects (i.e.,
noise, visual, physical takings) will constitute the APE. The APE map will be used to
create the inventory of cultural resources to be documented and analyzed for potential
impacts.
Section 106 of the National Historic Preservation Act requires an affirmative search for
properties on, eligible, or potentially eligible for listing on the National Register of
Historic Places. Such affirmative search will be conducted within the APE, for both
historic and archaeological resources. This will be done by querying the National and
California Registers, and also County and local lists of landmarks and locally significant
resources. A detailed field investigation will be conducted by qualified personnel to
identify potential additional historic and/or archaeological resources (based on criteria
provided in 36CFR800) qualifying for listing on the National Register (NR).
Consultant will conduct a query of known or reported studies and sites from the local
Archaeological Resource Center - California State University San Bernardino. The query
will yield known or identified resources in the study area. A field "walk over" will be
conducted by a qualified archaeologist to identify any potential NR -eligible resources
noted in the field.
Consultant will document both the archaeological and historic resources on California
Department of Parks & Recreation (DPR) 523 forms, and housed in a Determination of
Eligibility (DOE) Report, which will be reviewed and approved by Caltrans and
subsequently the California State Historic Preservation Officer (SHPO). The resources
documented in the DOE Report will constitute the cultural resources environment for
purposes of impact analysis.
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The resources identified in the DOE Report will be placed in the context of the proposed
project and potential effects analyzed. Such effects may include direct takings from
properties (partial or full), or effects contributing to the alteration of historic settings (i.e.,
noise, visual obstruction, loss of access, etc.). With regard to archaeological resources,
the effects are normally associated with disturbance or destruction during the
construction period. The effects will be evaluated in the context of 36CFR800 and a
determination made as to whether an "adverse effect" (in the context of 36CFR800)
exists. If this is the case, avoidance will first be pursued, followed by mitigation
pursuant to a Memorandum of Agreement (MOA) among City, Caltrans, SHPO,
Advisory Council on Historic Preservation (invited) and interested parties. The MOA
will govern resolution of adverse effects pursuant to Section106. Also if necessary, a
Finding of Effects (FOE) Report will be prepared and approved by the FTA and the
SHPO as part of the environmental re-evaluation, as would any MOAs that are required.
Paleontological Evaluation Report and Mitigation Plan (PER/PMP)
The initial PER/PMP was prepared on May 2, 2006 and a Cultural Studies Addendum
to the PER/PMP was prepared on April 2, 2009. Consultant will update the PER/PMP
and prepare a PS&E level PER/PMP bases on the revised version, these reports will be
consistent with Phase II.
This subtask will include the following:
• Review of the currently approved PER/ PMP (2006) and PMP addendum
(2009),
• Identify any sensitive paleontological resources within the Phase II areas,
• Update methodologies for trainings, monitoring, field/lab procedures, if
necessary,
• Develop an updated repository agreement for specimens that are found,
• Develop Paleontological Mitigation Report summarizing findings in the
field.
Deliverables:
• Draft/Final Supplemental Historic Property Survey Report
• Updated Paleontological Evaluation Report/Paleontological Mitigation Plan
• PS&E level Paleontological Evaluation Report/Paleontological Mitigation
Plan Report
Subtask 4.7 Hazardous Waste Materials (WBS 255.15)
Consultant will conduct a new hazardous waste record search to verify hazardous waste
or hazardous materials reported within the project area in the previous environmental
document. Any new findings will be documented in an Initial Site Assessment
Addendum.
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Deliverables:
• Draft/ Final Initial Site Assessment Addendum
Subtask 4.8 Air Quality Impact & Climate Change Analysis (WBS 255.15)
The environmental re-evaluation on air quality impacts will consider the revised project
opening and horizon year conditions on Year 2025 and 2045. Though air quality
analyses were conducted during the initial PA&ED phase due to the inclusion of the
revised construction phasing, new studies will be needed to re-evaluate air quality
impacts.
Existing and Future Air Quality
The Transportation Air Quality Conformity Checklist was prepared for the project on
August 28, 2009 and addressed ozone, carbon monoxide (CO), nitrogen dioxide (NO2),
PM10, and PM2, as these are the pollutants for which areas of California are considered
federal nonattainment or maintenance areas. With the inclusion of the revised project
opening and horizon years and revised construction phasing, Consultant will prepare a
new checklist in consideration of these new phases. The draft checklist will be provided
to the City and Caltrans for concurrent review and upon approval, Consultant shall
proceed with the technical analyses to be conducted for the Air Quality Technical Report
and the Aix Quality Conformity Analysis.
The Air Quality Technical Report (AQTR) was originally prepared and approved on
April 2005 and assessed air quality impacts from construction and operation of the
proposed project. An amendment to the AQTR was approved on April 7, 2008 and then
was updated on August 28, 2009 and October 26, 2009. The updated AQTR also
provided a discussion on Mobile Source Air Toxics and Global Climate Change. A CO
hot spot analysis may be conducted to check if the Project's (with the revised
construction phasing) CO impacts would not violate national or state air quality
standards or contribute substantially to an existing or projected air quality violation.
The previous CO hot spot analysis resulted in meeting the local CO conformity
requirement.
The previous AQTR determined that the project site would not likely contain naturally
occurring asbestos based on data compiled by the California Department of
Conservation. Consultant will review the impact findings from the previous AQTR and
utilize data that is not time -sensitive. The revised construction phasing and the revised
project opening and horizon year conditions would be considered in the impact analyses
during project operations: Carbon Monoxide Hot Spot Analysis; PMlo Hot Spot
Analysis; PM2.5 Conformity Evaluation; Diesel Particulate Matter Impacts study; Mobile
Source Air Toxic Impact Analysis; and Climate Change.
Consultant will conduct an air quality analysis to satisfy CEQA, state and federal
environmental requirements, and conformity provisions of the Clean Air Act
Amendments (CAAA) and in preparation of a supplemental AQTR. Consultant will
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also analyze changes in regional pollutant emissions, changes in localized emissions,
and the implications of these changes with regard to conformity requirements. Changes
in regional emissions under Preferred Alternative shall be estimated from changes in the
regional travel activity (vehicle miles traveled). At the local level, Carbon Monoxide
(CO) concentrations shall be analyzed using the Caltrans and U.S. Environmental
Protection Agency (EPA) approved CALINE4 computer model. Model inputs,
including meteorology, traffic data, and emissions data (from the latest version of
EMFAC7 series), shall be developed according to Caltrans CO protocol, and the Caltrans
Air Quality Technical Notes. Air Quality receptors shall be selected according to EPA
recommended criteria and shall include locations of expected maximum concentrations.
In addition, a qualitative discussion on construction and PMI() impacts shall also be
included in the air quality technical report.
Consultant will review information including the following:
• The air quality section from the original environmental document
• The original project air quality conformity determination
• Differences between original and current project designs
• Differences between original and current predicted traffic conditions
• Any important differences in existing and/or planned land uses along
the project corridor
Consultant will survey the project study area for sensitive receptor locations. Existing
conditions pertaining to current local emissions will be obtained from the nearest air
quality monitoring station(s) and documented for the last three calendar years, noting
the number and severity of National or California Ambient Air Quality Standards
violations. The regulatory setting will be described, including the jurisdictional and
planning status of air quality planning governing the study area. The pertinent criteria
pollutants will be identified and described and the Clean Air Act attainment status of
such pollutants.
The effects of the project will be evaluated in terms of localized carbon monoxide (CO)
"hot spots" analysis and daily burden calculations. Predictive modeling will be used to
estimate the CO values for existing conditions, future no build and future build
scenarios, at each of a representative number of sensitive receptor sites. It is not
expected that new or more severe violations of the CO standards will be found, and the
conclusion should be reached that daily burden amounts are improved to some degree
from a shift to increased transit usage from reduced automobile usage. Clean Air Act
conformity will be documented for purposes of the environmental re-evaluation. The
results shall be documented in a Supplemental Air Quality Technical Report.
Consultant will also determine what if any changes to the air quality regulatory
environment and regional conformity status have occurred since preparation of the
original air quality analysis and conformity determination. Based on this review,
Consultant will determine the extent to which setting information should be updated
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and impact/mitigation analysis should be revised. The air quality setting information in
the original environmental document is relatively recent, so relatively little updating is
anticipated at this time. The carbon monoxide (CO) hot -spot analysis from the original
was performed using the intersection comparison method. Consultant anticipates using
the same method but with updated traffic information. The qualitative mobile source air
toxics (MSAT) analysis is not expected to require substantive revision as a result of the
revised construction phasing and traffic predictions. Consultant will need to consider
the consistency of the current project design with the project listing in the 2012-2035
Regional Transportation Plan (RTP) and Regional Transportation Improvement Program
(RTIP) produced by the Southern California Association of Governments (SCAG).
Consultant assumes that the Project -Level conformity finding issued by FHWA remains
valid and that the project does not have to go through Transportation Conformity
Working Group (TCWG) consultation.
Consultant will perform the appropriate updates and revisions and will produce a
supplemental Air Quality study summarizing the relevant air quality findings. These
findings will be summarized in an air quality section for the re-evaluation document.
Deliverables:
• Draft and Final Air Quality Conformity Checklist
• Draft and Final Air Quality Conformity Analysis
• Supplemental Draft and Final Air Quality Study
Subtask 4.9 Noise Impact Analysis (WBS 255.15)
Existing and Future Noise Levels
The 2010 IS/EA identified 14 receivers where FHWA noise -abatement criteria will be
exceeded and abatement measures should be considered. Though an additional
construction phase has been introduced, the overall alignment has not changed
significantly and these receivers will be evaluated as part of the updated analyses.
Because opening to traffic year conditions have changed (as a result of the revised
construction phasing), noise impacts would require to be evaluated for each phase to
determine the timing of implementing noise abatement measures. In addition Caltrans
has adopted new guidance since the preparation of the previous noise study. Caltrans'
Traffic Noise Analysis Protocol for New Highway Construction, Reconstruction Projects, and
Retrofit Barrier Projects was adopted in May 2011. The new noise guidance would
require reasonableness criteria of the soundwalls to be recalculated and may require
updates to the previously approved Noise Abatement Decision Report.
Noise Study Report
Based on our extensive knowledge and experience in conducting noise studies for
Caltrans, Consultant will use the Traffic Noise Model (TNM), the FHWA computer
model, to predict the noise levels generated by vehicular traffic. Noise analyses will be
based on the latest traffic volumes, vehicular speed, vehicle percentage mix, the latest
roadway geometry, natural sound barriers, and other significant inputs. The computer
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program will be used to provide predictions of the future traffic noise at the identified
frequent outdoor use areas. Future noise levels will be predicted for the future peak
traffic volumes operating at Level of Service C, which normally produces the highest
noise levels. Noise measurements will be conducted at two locations with simultaneous
traffic recordings and results will be used for the model calibration. Noise analyses will
be conducted in concurrence with requirements outlined in the Caltrans Traffic Noise
Analysis Protocol for New Highway Construction, Reconstruction Projects, and Retrofit
Barrier Projects (May 2011).
Consultant anticipates that soundwalls would be required near residential receivers.
The exact height and lengths of the soundwalls would be determined based on the
computer analysis. Consultant would present affected residences with the plans for the
recommended walls to solicit the residences view and opinions. Soundwall design will
be finalized considering input from the impacted residences.
With the concurrence of the City and Caltrans, Consultant will conduct two sets of noise
measurements, including short-term noise measurements and long-term noise
measurements. The purpose of the short-term and long-term noise monitoring is to
determine existing ambient noise levels along the proposed project alignment and
identify any major noise sources, such as freeway traffic.
Long-term noise measurements will be used to establish the noise profile at a given area.
Short-term noise measurements at the sites with similar characteristics will be used to
develop the noise profiles for the short-term measurement sites. Measured background
data will be analyzed and compiled. Graphs will be prepared to show the long-term
noise measurement results. Short-term measured background noise levels will be
tabulated. The background noise will be estimated for all of the sensitive areas based on
the measured noise data.
Noise measurements will be conducted in accordance to the appropriate standards. All
noise monitoring instruments will meet American National Standards Institute (ANSI)
noise standards, and they will be calibrated and operated according to the respective
manufacturers' specifications. Consultant will use criteria and procedures specified by
FHWA and Caltrans, along with the measured background noise levels and operational
parameters, to evaluate noise impacts. Field observations and aerial photos will be used
to define the noise propagation characteristics of areas along the project route.
Day night average noise levels (Ldn) will be used for the residential areas, and average
hourly noise levels (Leq) will be used for nonresidential areas. Tables will be prepared
to document the results of the noise assessment. Impact and severe impact noise
contours will be developed to graphically illustrate impacted areas. Appropriate and
effective mitigation measures will be outlined to eliminate or minimize noise impacts.
Construction noise and vibration impacts will be evaluated along the proposed project
routes. Practical and feasible noise and vibration mitigation measures will be
recommended to eliminate or minimize noise and vibration impacts.
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Consultant will prepare a supplemental Noise Technical Study format following the
outline detailed in the Technical Noise Supplement (TeNS) and the Caltrans template.
From our experience, Consultant will prepare thorough reports to present measured
data, results of calculations, criteria, and recommended abatement measures.
Consultant will utilize its well-qualified in-house technical publications and graphics
staff in preparing our reports and public information handouts. The supplemental
Noise Technical Study will summarize the results of the studies and will show the
project limits, explain the methodology, discuss the results, summarize the findings, and
provide abatement/mitigation measures.
Deliverables:
• Supplemental Draft/Final Noise Technical Study
• Supplemental Draft/Final Noise Abatement Decision Report, if needed
Subtask 4.10 Biological Resources Impact Analysis (WBS 255.15)
Existing and Future Biological Environment
According to the Natural Environmental Study Report prepared for this Project on
December 4, 2009, direct impacts were determined to be substantial, affecting vegetation
and wildlife species such as the burrowing owl and nesting raptors. Given the extended
time since this report, environmental changes in the Project area, and the revised
construction phasing, an updated Supplemental Natural Environmental Study (NES)
would be prepared for the environmental re-evaluation.
Natural Environmental Study (NES)
Consultant will query the U.S. Fish & Wildlife Service (USFWS) and California
Department of Fish & Wildlife regarding federal- and state -listed protected species.
Consultant will undertake a field reconnaissance to establish conditions conducive to
presence of listed species, habitats, and ecological communities, and determine if follow-
on focused surveys for one or more listed species are warranted (such focused surveys
are not included in this scope of work).
Consultant will assess the potential effects of the project alternatives against the
biological conditions noted in the field and provide an assessment as to the potential
significance of such impacts. Consultant will recommend modifications to the extent
that avoidance of significant impacts can be obtained by project modifications. If this is
not possible, minimization of the extent and/or severity of the impact will be
recommended, followed by mitigation.
Consultant anticipates impacts to vegetative resources based on previous biological
studies for the Project. Consultant will coordinate with the U.S. Fish and Wildlife
Service and the California Department of Fish and Wildlife to identify any threatened
and endangered species and ecological communities known to exist in the area.
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Consultant will coordinate meetings to verify jurisdictional wetland delineation.
Consultant will prepare Natural Environmental Study (NES) in compliance with
Caltrans current format and SER guidance. Information will be included in the
environmental re-evaluation.
Deliverables:
• Supplemental Draft/Final Natural Environmental Study
Subtask 4.11 Greenhouse Gas Analysis (WBS 255.15)
The Project's carbon dioxide emissions and their effects on climate change were
discussed in the 2010 IS/EA. This discussion followed the format and guidance
provided in the Caltrans SERS. With the inclusion of the revised construction phasing,
the greenhouse gas potential impacts will need to be re-evaluated.
Greenhouse Gas Technical Memorandum
Consultant will gather supporting data and discuss how the Project would be designed
to reduce congestion and/or vehicle time delays. Data would derive from the Regional
Transportation Plan (RTP) and/or Regional Transportation Improvement Program
(RTIP) which discusses the reduction of vehicle hours traveled (VHT) and improved
traffic flow for the region. The technical study addendum will also discuss how the
modal choice for the project was made in the early planning phases of the project and
explain whether and how transit -only or multi -modal alternatives were assessed and
eventually eliminated.
Consultant will use CT-EMFAC or EMFAC 2011 in the quantitative analysis, based on
the Greenhouse Gas Analysis Protocol for Transportation Projects (GHG protocol) and
then a separate model run for existing conditions and the design -year for all project
phases will be conducted. The findings, which comprise of CO2 emissions numbers for
the phases in both the existing and design -years, will be discussed in the technical
memorandum. The predicted decrease or increase in CO2 emissions between phases as
well as between years will be discussed. A discussion describing differences between
baseline and design -year conditions, as well as a comparative evaluation between the
two would be presented in the addendum.
Deliverables:
• Draft/ Final Greenhouse Gas Technical Study Addendum
Subtask 4.12 NEPA/CEQA Re -Evaluation Form (WBS 255.15)
Initially, Consultant will determine the validity of the current environmental
documentation for the Project. The NEPA/CEQA Re -Validation Form would be
referenced as an initial checklist. Based on the extended time that the environmental
analyses were conducted for the Project, Consultant will proceed with conducting
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environmental analyses resulting in support of both the Re -Validation Form and
environmental re-evaluation.
Consultant will prepare a stand-alone document summarizing the results of the
technical memoranda and supplemental studies, as well as stating the supporting
conclusions regarding whether the document remains valid or not. The NEPA/CEQA
Re -Evaluation Form for this Project will use the same headings and organization as on
page 2 of the NEPA/CEQA Re -Validation Form with the discussion focus on any
change to the Project, its setting,or new issues that have risen since the circulation of the
document. Concurrence and approval of the draft NEPA/CEQA Re -Evaluation Form
would be required from the City and Caltrans prior to preparation of the final
documents.
Consultant will also update the Environmental Commitments Record (ECR) prepared
for the 2010 IS/EA and will include it in the final re-evaluation package.
Deliverables:
• Draft/Final NEPA/CEQA Re -Evaluation Form
• Updated ECR
Subtask 4.13 Environmental Regulatory Permits (WBS 205)
Per the Biological Resources Impact Analysis identified in this scope of work, a
reassessment of biological conditions is required due to the timing of the approved NES
in 2009. Environmental setting and site conditions may have changed as a result of
heavy rain and climactic conditions. As a result, the vegetation surveys and
jurisdictional waters surveys may have changed. Changes to baseline and/or existing
site conditions due to the NES updates may require jurisdictional waters and streambed
impacts to be recalculated, which would result in verification and/or updates to the
approved permit applications and associated extensions. Updates to the following
regulatory permits are nota part of this scope of work.
• Section 404 Nationwide 14 Permit
• Section 401 Water Quality Certification
• Section 1602 Streambed Alteration Agreement
Subtask 4.14 Habitat Mitigation Monitoring Plan (WBS 205)
The Habitat Mitigation and Monitoring Plan (HMMP) was developed to mitigate
impacts to jurisdictional waters at the time of the initial approval of the permit
applications (Section 404, Section 401 and 1602 SAA). The HMMP was approved in July
2011, which may need to be updated to reflect changes to environmental setting
resulting from biological survey updates, design changes during the final design phase,
changes to project impacts, and regulatory agency requirements when permit extensions
are requested. Any changes to the approved HMMP will require coordination and
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approvals from regulatory agencies. Please note that changes to and the
implementation of the HMMP are not included in this scope of work.
Task 5 Roadway PS&E (WBS 230)
Consultant will prepare a roadway PS&E package and will submit it to the City and
Caltrans for review and approval at 60%, 95% and 100% levels of completion as directed
by Caltrans during the October 26, 2015 general scoping meeting.
The design will be prepared in accordance with an approved GAD for Phase II and
based on the latest Caltrans guidelines, including District 8's design oversight checklists
and the 2015 Caltrans standard plans and specifications.
Subtask 5.1 60% Roadway PS&E package (WBS 230.40)
The 60% Roadway PS&E package will be prepared in accordance with the latest Caltrans
guidelines and procedures. The plan sheets will be prepared in Microstation using
English units. This package will be submitted to the City and Caltrans for review.
Deliverables:
• 60% roadway PS&E package
Subtask 5.2 95%Roadway PS&E package (WBS 230.40)
Based on the comments on the 60% roadway PS&E package, Consultant will prepare the
95 % roadway PS&E package and submit it to the City and Caltrans for review.
Deliverables:
• 95% roadway PS&E package
• Responses to 60% comments
Subtask 5.3 100% Roadway PS&E package (WBS 230.40)
Based on the comments on the 95% roadway PS&E package, Consultant will prepare the
100% roadway PS&E package and submit it to the City and Caltrans for review.
Deliverables:
• 100% roadway PS&E package
• Responses to 95°%o comments
Task 6 Structures (WBS 240)
31
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 22 of 28
Subtask 6.1 Site Plans for Bridges and Non -Standard Retaining Walls (WBS 240.75)
Consultant will prepare a Bridge Site Data Submittal (BSDS) package based on the
updated GAD. A new BSDS will be prepared for the Santa Gertrudis Creek Bridge since
the widening required to accommodate Phase II is not consistent with the existing BSDS.
For the other structures (Warm Springs Creek Bridge, Retaining Wall - 420 (MSE), and
the NB 1-15 C/D Connector) their BSDS will be reviewed and updated as necessary to
ensure consistency with the updated GAD.
Deliverables:
• Bridge Site Data Submittal Package for the Santa Gertrudis Creek Bridge
Subtask 6.2 Structures Type Selection Package (WBS 240.75)
Consultant will prepare a new Type Selection package for the Santa Gertrudis Creek
Bridge since the widening required to accommodate Phase II is not consistent with the
existing Type Selection.
This task includes preliminary design, plan sheets, quantities, estimates, Type Selection,
Seismic Retrofit Strategy (if necessary), and a constructability review. Also included are
updates to the plans, quantities, and estimates resulting from review of the preliminary
work and distribution of the approved General Plan to HQ DES and District Design
representatives.
Consultant will produce, submit, and present a Type Selection Package for the Santa
Gertrudis Creek Bridge. Consultant will schedule, conduct, and document a Type
Selection Meeting in Sacramento to discuss and provide information on foundation and
falsework requirements, proposed seismic design criteria, aesthetics, traffic handling,
and other pertinent information related to bridge design, construction and maintenance.
A General Plan will be developed and submitted with the Type Selection package per
the Office of Special Funded Projects (OSFP) Information and Procedures Guide (IPG).
The Type Selection Package will contain the following in accordance with IPG Section 4-
2:
• General Plan, General Plan Estimate, Vicinity Map, Type Selection Memo,
Project Seismic Design Criteria, Preliminary Foundation
Recommendations, and supporting documentation for seismic strategies
and associated costs. For structures that will be widened, a seismic
retrofit strategy will be discussed.
• Prior to the Type Selection Meeting, Consultant will submit copies of the
Bridge Site Data Submittal, and the Boring Plan (if necessary).
• In preparation for the Type Selection Meeting, Consultant will furnish
OSFP with copies of:
• Type Selection Report
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 23 of 28
• Approved Bridge Site Data Submittal form and attachments
• Draft Foundation Plan
• Updated 11/21/13 Foundation Reports
• Updated 11/21/13 Structure Hydraulics Report
• Electronic copy of the General Plan in .dgn format
• After receiving written approval of the proposed General Plan and
structure type, Consultant will furnish OSFP with copies of:
• Type Selection Review Meeting Summary
• Updated General Plan
• General Plan Estimate
For the other structures (Warm Springs Creek Bridge, Retaining Wall - 420 (MSE), and
the NB I-15 C/D Connector) their Type Selection will be reviewed and updated as
necessary to ensure consistency with the updated GAD. A Type Selection for these other
structures is not included in this scope of work.
Deliverables:
• Type Selection Package for the Santa Gertrudis Creek Bridge
Subtask 6.3 Structures Aesthetic Package (WBS 240.75)
Consultant will prepare an Aesthetics Treatment Package for the structures, including
bridges and standard and non-standard retaining walls. The package will consist of
proposed aesthetically enhancing structural details and surface treatments. The package
will be submitted to Caltrans for approval.
Deliverables:
• Structures Aesthetics Package
Subtask 6.4 Structure Unchecked Details (WBS 240.75)
Following approval of the Type Selection, Consultant will prepare Unchecked Details
(65%) for Caltrans OSFP review. Tasks include the following in accordance with IPG 4-
3:
• Perform structural analysis and develop draft design.
• Prepare draft structure plan sheets.
• Perform a Constructability Review (CR) of the unchecked details.
• Distributed unchecked details package to District, including plan
Unchecked Structure Plans (paper and DGN), Draft Foundation Report
and Draft Road Plans in accordance with OSFP IPG.
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 24 of 28
• Consultant will support the creation of foundation plans in coordination
with DES Geotechnical Services, District 8 representatives and EMI.
Consultant will prepare Unchecked Details (65%) plans for the following structures:
• Santa Gertrudis Creek Bridge (R) Widen (New)
• Warm Springs Creek Bridge (R) Widen (Update)
• Retaining Wall - 420 (MSE) (Update)
• NB I-15 C/D Connector (Update)
Deliverables:
• Unchecked. Details (65%) Structure Plans (11x17)
• Revised Foundation Reports
• Copy of latest Draft Road Plans (11x17)
Subtask 6.5 Structures Initial PS&E (90%) (WBS 240.75)
Following approval of the Unchecked Details (65%), Consultant will prepare Initial
PS&E (90%) for Caltrans OSFP review. An independent design check with calculations
and a review of the structural Unchecked Details package will be performed. Tasks
include the following in accordance with IPG Section 4-4:
• Perform an independent structural analysis
• Check the design and plan sheets
• Perform structural quantities
• Perform an independent check of the structural quantities
• Prepare Memorandum to Specification Engineer/Cost Estimator
• Prepare Structural Marginal Estimate
• Prepare Structure Special Provisions
• Prepare Working Day Schedule
• Prepare responses to Agency comments from the 65% submittal
Consultant will prepare Initial PS&E package for the following structures:
• Santa Gertrudis Creek Bridge (R) Widen (New)
• Warm Springs Creek Bridge (R) Widen (Update)
• Retaining Wall - 420 (MSE) (Update)
• NB I-15 C/D Connector (Update)
Deliverables:
• Structures Initial PS&E (90°%4) Package per OSFP IPG
• Final Foundation Report
• Final Hydrology/Hydraulics Report
Subtask 6.6 Structures Intermediate PS&E (95%) (WBS 240.85)
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 25 of 28
Consultant will updated the Structural PS&E package based on comments from OSFP
on the Initial PS&E (90%) Submittal.
Deliverables:
• Structures Intermediate PS&E (95%) Package per OSFP IPG
• Final Foundation Report
Subtask 6.7 Structures Final PS&E (100%) and OSFP Approval (WBS 250.60)
Consultant will update the Structural PS&E package based on comments from OSFP on
the Intermediate PS&E (95%) Submittal. Responses will be coordinated with OSFP for
approval of the Structures PS&E Package. The Final PS&E Package will also contain the
Resident Engineers Pending File and Four -Scale Contour Plots on Full Size Bond (4 -
Scales) in accordance with IPG Section 4-9:
• Joint Movement Rating Calculations
• Final Foundation Report
• Final Hydrology/Hydraulics Report
• Quantity Summary Sheets
• Special Instructions from Designer to RE (if necessary)
• Special Falsework or Shoring (if necessary)
• As -Built plans for existing structures
• 4 -Scales
Deliverables:
• Structures Final PS&E (100%) Package per OSFP IPG
• Structures Resident Engineers Pending File (including 4 -scales) per OSFP IPG
Subtask 6.8 Structures PS&E HQ Updates (WBS 250.60)
Consultant will update only the necessary sheets or sections of the Structural PS&E
package based on comments from HQ on the OSFP approved Final PS&E (100%)
package.
Deliverables:
• Updated sheets or sections to the OSFP approved Structures Final PS&E (100%)
Package
Subtask 6.9 Structure Foundation Reports for Bridges and Special Design Retaining
Walls (WBS 240. 85)
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 26 of 28
The three (3) bridge Foundation Reports and one (1) Retaining Wall No. 420 Foundation
Report will need to be updated to be in conformance with the current Caltrans
Amendments to AASHTO LRFD Bridge Design Specifications - Sixth Edition and
Memo -To -Designers 3-1 (2014). Additionally, the seismic design recommendations will
need to be updated to be in accordance with the most recent version of Caltrans ARS
Online (V. 2.3.06). Geotechnical analyses for the bridge foundations will need to be
updated based on revised foundation loads provided by Consultant. Geotechnical
recommendations for RW No. 420 will need to be updated to be current with the revised
Bridge Design Aids 3-8 (2014). Specification recommendations for all reports will need
to be revisited to be consistent with the revised Caltrans Specifications (2015).
Deliverables:
• Updated Foundation Reports as described in prior Subtasks
Task 7 Right of Way and Surveys (WBS 220)
Subtask 7.1 Design Surveys (WBS 185.10.60)
Consultant will provide supplemental design field surveys to complete the PS&E
package.
Deliverables:
• DTM based on field surveys
Subtask 7.2 Right of Way Engineering (WBS 220)
Consultant will process approval on the right of way requirement map and prepare the
appraisal map and the Deeds (legals and plats) for the parcels identified in the right of
way requirements map for Phase II (Assume 12 parcels).
Deliverables:
• Finalize the right of way requirement map
• Appraisal maps and Deeds
Subtask 7.3 Obtain Right of Way Interests for Right -of -Way Certification (WB S
225)
Based on the appraisals map from subtask 7.2, Consultant will prepare right of way
appraisals and process the acquisitions for the following parcels:
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 27 of 28
No
APN
NEW APN
Owner
Comments
(based on ultimate
design)
1
910-281-001
SR10 2611 Business Park
Drive LLC...
Partial
2
910-271-002
Ynez Acres II
Partial
3
910-271-006
Ynez Acres
Partial
4
910-271-005
Ynez Acres
Partial
5
916-400-032
Harveston SAB
Partial
6
916-400-029
Jones Temecula...
Partial
7
910-100-010
910-100-018
Williams Stevens Trust...
Partial
8
910-060-009
Larchmont Park
Partial
9
910-060-003
Larchmont Park
Partial
10
910-060-004
Brown Pauline
Partial
11
910-060-002
Larchmont Park
Partial
12
910-020-015
910-020-077
Larchmont Park
Partial
The appraisals and acquisitions will be processed to accommodate the ultimate design in
order to avoid impacting the same parcel twice.
Deliverables:
• Appraisals and acquisitions for the 12 parcels listed in the table above
• Caltrans Right of way certification
Subtask 7.4 Utility Coordination and Certification (WBS 200)
Consultant will provide overall utility coordination with the affected companies and
will support the City in obtaining utility clearance for the right way certification by
Caltrans. Consultant will follow the guidelines from Caltrans' Right of Way Manual,
Chapter 13 - Utility relocations. It is assumed that the following utility facilities will be
impacted by Phase II:
• Southern California Edison (SCE)'s H frames at station —446+00 are in
conflict with the NB I-15 C/D Connector.
• Time Warner Cable shares SCE's H frames at station —446+00.
• Sunesys shares SCE's H frames at station —418+50, SCE's preliminary
relocation plans were to move the existing H frames from station —446+00
to combine them with the H frames at station —418+50 and install taller
poles.
Deliverables:
• Utility correspondence (Assumes 3 Utility Agreements — UAs)
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City of Temecula
French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements - Phase II
Scope of Work
Page 28 of 28
• Utility information for right of way certification
Task 8 Ready to List (RTL) Process (WBS 260.90)
Consultant will combine the roadway and structures PS&E's to enter into the ready to
list process. We will also provide support to the City in assembling the RTL package.
Consultant will also provide the following items as part of the RTL package:
• Earthwork cross sections
• Grid grades and slope stake notes
• Digital files
• R.E. Pending file
Deliverables:
• Combined Roadway and Structures PS&E for Caltrans review
• Final Roadway and Structures PS&E for RTL
• Earthwork cross sections
• Grid grades and slope stake notes
• Digital files
• R.E. Pending file
Assumptions:
• Caltrans will Advertise, Award and Administer (AAA) the project.
• Structures' scope depends on an approved GAD for the revised Phase II
project.
• No new geotechnical borings will be required.
• No new utility potholing will be required.
• Foundation Reports will be updated from prior Phase II efforts.
• Structures Hydraulics Report will be updated from prior Phase II efforts.
• Structures Aesthetic Package will be updated from prior Phase II efforts but
no new aesthetic process will be performed.
■ Coordination with Rancho California Water District (RCWD) is not
anticipated since there are no apparent impacts with the revised Phase II
project.
■ Consultant shall secure encroachment permits/right of entries from agencies
or private owners to perform its work.
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38
FRENCH VALLEY PARKWAY/INTERSTATE 15 OVERCROSSING
AND INTERCHANGE IMPROVEMENTS -PHASE II
SCHEDULE
ID
WBS (Task Name
Duration
Start
Finish
2017
2018
2019
2020
0
Qtr 3 IQ
r 4
Qtr 1 I Qtr 2 I Qtr 3 I Qtr 4I
Qtr 1 I Qtr 2 I Qtr 3 I Qtr 4
Qtr 1 I Qtr 2I Qtr 3 1 Qtr 4
Qtr 11
1
2
3
100 Task 1. Project Management 704 days Man 11/07/16 Thu 07/18/19
185.05.10 Task 2. Supplemental Project Report 190 days Mon 11/07/16 Fri 07/28/17
5
(SPR)
days
18
185.20.99 Task 3. Supplemental New Connection Report 200 Mon 01/09/17 Fri 10/13/17
(SNCR)
iSMOMMilliiiiiMeniil
25
26
255.15 Task 4. Environmental Re-evaluation 393 days Mon 11/07/16 Wed 05/09/18
OMru.mrr uunam ..mrmrmmaiumetr.W
41
230 Task 5. Roadway P5&E 175 days Thu 05/10/18 Wed 01/09/19
giiminimmummil
240 days
52
72
Task 6. Structures 310 Thu 05/10/18 Wed 07/17/19
73
225 Task 7. Right of Way 311 days Wed 05/09/18 Wed 07/17/19
imi
75
260.50 P5&E 0 days Wed 07/17/19 Wed 07/17/19
ah
07/17/19
76
260.90 Task 8. Ready ro List (RTL) 0 days Wed 07/17/19 Wed 07/17/19
107/17/19
Project
Project. FVP Phase II Schedule
Date. Fri 10/01/16
Task i.. Praia. Summary Manual Task lie..1 Start only C Deadline 41-
Split I nactpe Task Curator!onlyr F F ly 9 Progress
Milestone 6 Inackrve Milestone Manual Summary Rollup E t I T k Manual Progress ®m®®
__..._..#....
Summary INIMMI Inact6e Summary ,j'..1 Manual Summary r-1 External 10Ilestone
Page 1 Frl 10/07/15
39
EXHIBIT B
PAYMENT RATES AND SCHEDULE
CITY OF TEMECULA
FRENCH VALLEY PARKWAY/INTERSTATE 15 OVERCROSSING AND
INTERCHANGE IMPROVEMENTS - PHASE 11, PROJECT NO. PW16-01
SUMMARY OF FEES
FRENCH VALLEY PARKWAY/I-15 OVERCROSSING & INTERCHANGE
TASK DESCRIPTION FEE
1 PROJECT MANAGEMENT (WBS 100) $184,084
2 SUPPLEMENTAL PROJECT REPORT (WBS 185) $300,390
3 SUPPLEMENTAL NEW CONNECTION REPORT (WBS 185) $128,928
4 ENVIRONMENTAL RE-EVALUATION (WBS 185, 205, 255) $841,629
5 ROADWAY PS&E (WBS 230) $931,320
6 STRUCTURES PS&E (WBS 240, 250) $437,400
7 RIGHT OF WAY AND SURVEYS (WBS 185, 200, 220, 225) $211,284
8 READY TO LIST (WBS 260) $32,501
9 OTHER DIRECT COSTS $37,499
SR -79 WINCHESTER ROAD/I-15 INTERCHANGE
TASK DESCRIPTION
1 PROJECT MANAGEMENT (WBS 100)
2 SUPPLEMENTAL PROJECT REPORT (WBS 185)
3 SUPPLEMENTAL NEW CONNECTION REPORT (WBS 185)
4 ENVIRONMENTAL RE-EVALUATION (WBS 185, 205, 255)
5 ROADWAY PS&E (WBS 230)
6 STRUCTURES PS&E (WBS 240, 250)
7 RIGHT OF WAY AND SURVEYS (WBS 185, 200, 220, 225)
8 READY TO LIST (WBS 260)
9 OTHER DIRECT COSTS
SUBTOTAL $3,105,035
FEE
$49, 965
$81,534
$34,994
$228,440
$252,785
$118,722
$57, 348
$8,822
$10,178
SUBTOTAL $842,788
FRENCH VALLEY PARKWAY/I-15 OVERCROSSING & INTERCHANGE - SUBTOTAL
SR -79 WINCHESTER ROAD/I-15 INTERCHANGE - SUBTOTAL
41
$3,105,035
$842,788
TOTAL $3,947,823
Tha Harr of Sou:horn Calde(nla
Wine Country
Capital Improvement Program
Fiscal Years 2017-21
FRENCH VALLEY PARKWAY / INTERSTATE 15 OVER -CROSSING AND
INTERCHANGE IMPROVEMENTS - PHASE II
Circulation Project
Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system
beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-
215.
Benefit / Core Value: This project will address and improve traffic circulation in the City's northern area by providing the northbound
collector/distributer road system. In addition, this project satisfies the City's Core Value of Transportation Mobility and Connectivity.
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year 2018-19. Construction will be
completed in future years, when funding is available.
Department: Public Works - Account No. 210.165.726 PW02-11
Level: I
Project Cost:
Prior Years FYE 2016 2016-17
Actual Carryover Adopted 2017-18
Expenditures Budget Appropriation Projected
2018-19
Projected
2019-20
Projected
2020-21
Projected and Total Project
Future Years Cost
Administration
$ 20,499
$1,958,384
$ 227,000
$ 227,000
$ 227,000
$ 227,000
$ 360,000
$ 3,246,883
Acquisition
$ 9,393,251
$2,603,989
$ 633,254
$ 1,465,881
$ 990,000
$ 14,453,121
Caltrans Oversight
$ 1,005,840
$ 671,000
$ 6,140,W0
$ 6,811,000
Construction
$ 75,360
$ 41,500,000
$ 41,500,000
Engineering
$ 830,W0
$ 830,000
Design/Environmental
$13,588,119
$2,147,798
$ 2,125,571
$ 17,861,488
Utilities
$ 1,909
$ 1,909
Totals
$23,003,778
$6,710,171
$ 2,352,571
$ 1,692,881
$ 898,000
$ 49,687,000
$ 360,000
1 $ 84,704,401
Source of Funds:
Prior Years FYE 2016 2016-17
Actual Carryover Adopted 2017-18
Expenditures Budget Appropriation Projected
2018-19
Projected
2019-20
Projected
2020-21
Projected and Total Project
Future Years* Cost
General Fund
Contributions())
$ 1,691,801
$1,958,384
$ 633,254
$ 227,000
$ 4,510,439
CFD(Harveston)
$ 1,005,840
$ 1,005,840
DIF (Street Improvements)
$ 75,360
$ 75,360
Federal Highway
Administration
$ 8,000
$ 8,000
Measure A (Local
Streets and Roads)
$ 1,627,914
$ 1,627,914
Reimbursements/
Other (Land Donation)
$ 6,000,000
$ 6,000,000
SAFETEA-LU
$ 671,000
$ 769,000
$ 1,440,000
STIP Augmentation
$ 5,346,000
$ 5,346,000
S11P(2)
$ 10,000,000
$ 10,000,000
TUMF (RCrC)(3)
$ 2,343,000
$ 2,343,000
TUMF (vvRCOG)(4)
$ 7,191,164
$3,161,035
$ 737,661
$ 11,089,860
TUMF (vvRCOG)(e)
$ 3,060,699
$ 458,071
$ 199,974
$ 3,718,744
TUMF (vvRCOG)(s)
$1,132,681
$ 792,319
$ 1,925,000
TUMF
(CETAPTWRCOG)(7)
$ 781,682
$ 673,562
$ 1,455,244
STIP (Programming
Reduction)(8)
$ 32,254,000
$ 32,254,000
Unspecified(9)
$ 227,000
$ 1,318,000
$ 360,000
$ 1,905,000
Total Funding:
$23,003,778
$6,710,171
$ 2,352,571
$ 1,692,881
$ 898,000
$ 49,687,000
$ 360,000
$ 84,704,401
Future Operation &
Maintenance Costs:
2016-17
2017-18
2018-19
2019-20
2020-21
$ 15,000
(1) General Fund Required Contribution match for TUMF(CETAP/RCTC) funds.(2016-17 $175,188; 2019-20 $132,831.
(2) State Transportation Improvement Program -2014 RCTC Call for projects as approved by the Commission on November 13, 2013($10,000,000).
(3) TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No. 06-72-048-00 for a total of $7,517,000($5,517,000 -ROW; $2,000,000-PS&E). $200,000 City Match,
Phase I expended $3,174,000 -ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROVV.
(4) TUMF (VVRCOG) - TUMF Zone funding is pursuant to VVRCOG Agreement No. 06 -SW -TEM -1079 for a total of $11,575,000 reduced to $11,451,875($975,752-PA&ED;
$8,801,875-PS&E; $1,674,248 -ROW). Phase I expended $208,084 PS&E;$153,931 ROVV. Phase II expended $975,752 PA&ED; $6,166,403 PS&E; $49,009 ROVV.
(5) TUMF (VVRCOG) - TUMF Zone funding is pursuant to VVRCOG Agreement No. 05 -SW -TEM -1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E).
Phase I expended $324,276 PS&E; Phase II expended $108,724 PA&ED; $2,951,975 PS&E.
(6) TUMF (VVRCOG) - TUMF Zone Funding programmed in SW Zone TIP for $1,925,000 -ROW.
(7) TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No. 11-72-0036-00 in the amount of $20,000,000 ($4,000,000 ROVV; $15,300,000 CON; $4,100,000 City
Match. Phase I expended $3,504,714 ROVV; $14,947,231 con; $3,973,315 Qty Match. Phase I programmed $92,811 Con;$24,671 City Match.
(8) STIP reduction due to decreased funding levels and in accordance with the Califomia Transportation Commission's(CTC) revised 2016 STIP Fund Estimate.
(9) Project cannot be constructed until a funding source is identified.
*The implementation for this project extends beyond FY 2019-20. The "Project Cost" and "Source of Funds" shown under this FY reflect costs and funding for this FY as well as
future vears."
Fiscal Years 2017-21 Capital Improvement Program
43
FRENCH VALLEY PARKWAY / INTERSTATE -15 OVER -CROSSING AND
INTERCHANGE IMPROVEMENTS - PHASE II
Circulation Project Location
Aerial Data - March 2010
0 800 1,600
Feet
3,200
42
k 1 i
NOE
TEMECULA COMMUNITY
SERVICES DISTRICT
CONSENT
Item No. 12
ACTION MINUTES
October 11, 2016
City Council Chambers, 41000 Main Street, Temecula, California
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
The Temecula Community Services District meeting convened at 7:35 PM
CALL TO ORDER: President Jeff Comerchero
ROLL CALL: DIRECTORS: Edwards, McCracken, Naggar, Rahn, Comerchero
CSD PUBLIC COMMENTS (None)
CSD CONSENT CALENDAR
10 Approve the Action Minutes of September 27, 2016 - Approved Staff
Recommendation (5-0) Director Edwards made the motion; it was seconded by
Director Rahn; and electronic vote reflected approval by Directors Edwards,
McCracken, Naggar, Rahn and Comerchero.
RECOMMENDATION:
10.1 That the Board of Directors approve the action minutes of September 27, 2016.
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGER REPORT
CSD BOARD OF DIRECTORS REPORTS
CSD ADJOURNMENT
At 7:36 PM, the Community Services District meeting was formally adjourned to Tuesday,
October 25, 2016, 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:
Randi Johl, Secretary
[SEAL]
CSD Action Minutes 101116 1
TEMECULA PUBLIC
FINANCING AUTHORITY
CONSENT
Item No. 13
ACTION MINUTES
October 11, 2016
City Council Chambers, 41000 Main Street, Temecula, California
TEMECULA PUBLIC FINANCING AUTHORITY MEETING
The Temecula Public Financing Authority Meeting convened at 7:36 PM
CALL TO ORDER: Chairperson Mike Naggar
ROLL CALL: DIRECTORS: Comerchero, Edwards, McCracken, Rahn, Naggar
TPFA PUBLIC COMMENTS (None)
TPFA CONSENT CALENDAR
11 Approve the Issuance of Special Tax Refunding Bonds for Temecula Public Financing
Authority Community Facilities District No. 01-2 (Harveston) and Community Facilities
District No. 03-1 (Crowne Hill) - Approved Staff Recommendation (5-0) Director
Comerchero made the motion; it was seconded by Director McCracken; and
electronic vote reflected approval by Directors Comerchero, Edwards,
McCracken, Rahn and Naggar.
RECOMMENDATION:
11.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 16-13
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY APPOINTING
CONSULTANTS IN CONNECTION WITH THE PROPOSED
ISSUANCE OF SPECIAL TAX REFUNDING BONDS, AND
AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT
THERETO — COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
11.2 Adopt a resolution entitled:
RESOLUTION NO. TPFA 16-14
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY APPOINTING
CONSULTANTS IN CONNECTION WITH THE PROPOSED
ISSUANCE OF SPECIAL TAX REFUNDING BONDS, AND
AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT
THERETO — COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
TPFA Action Minutes 101116 1
TPFA EXECUTIVE DIRECTOR REPORT
TPFA BOARD OF DIRECTORS REPORTS
TPFA ADJOURNMENT
At 7:43 PM, the Temecula Public Financing Authority meeting was formally adjourned to
Tuesday, October 25, 2016, at 5:30 PM, for a Closed Session, with regular session commencing
at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.
Michael S. Naggar, Chair
ATTEST:
Randi Johl, Secretary
[SEAL]
TPFA Action Minutes 101116 2
TEMECULA PUBLIC
FINANCING AUTHORITY
BUSINESS
Item No. 14
Approvals
City Attorney
Finance Director
City Manager
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO: Executive Director/Authority Members
FROM: Jennifer Hennessy, Treasurer
DATE: October 25, 2016
SUBJECT: Approve the Issuance of Special Tax Refunding Bonds for Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston), and
Community Facilities District No. 03-1 (Crowne Hill)
PREPARED BY: Jennifer Hennessy, Treasurer
RECOMMENDATION: That the Board of Directors:
1. Adopt a resolution entitled:
RESOLUTION NO. TPFA 16-
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. 01-2 (HARVESTON),
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 16-
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 THIRD
SUPPLEMENTAL FISCAL AGENT AGREEMENT AND
APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
BACKGROUND: Pursuant to the provision of the Mello -Roos Community Facilities
Act of 1982, the Temecula Public Financing Authority Board of Directors (Authority) formed five
separate and distinct Community Facility Districts (CFDs), for the purpose of financing public
improvements to further development activity within the City.
CFD No. 01-2 (Harveston)
In March 2002, the Authority formed the Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston) under Resolution No. TPFA 02-03. On August 29, 2002,
the Authority issued $17,310,000 in Variable Rate Demand Special Tax Bonds, ("2002 Bonds")
to finance public improvements, and on September 1, 2006, the Authority issued $14,470,000
in 2006 Special Tax Refunding Bonds, Series A and $3,075,000 in 2006 Special Tax refunding
Subordinate Series B Bonds (together, the "2006 Bonds"). The 2006 Bonds were used to
refund the then outstanding 2002 Bonds. The 2006 Bonds are payable from the proceeds of
annual special taxes levied on property in CFD No. 01-2 pursuant to Ordinance No.
TPFA 02-01.
In light of current low interest rates, the opportunity has arisen for the Authority to issue bonds
(the "2016 Refunding Bonds") to refund the outstanding 2006 Bonds and thereby reduce future
special tax levies on the property within the CFD No. 01-2. The par amount of the refunding
bonds is currently estimated to be around $13 million, generating approximately $1.2 million, or
9%, of net present value savings. The term of the 2016 Refunding Bonds would remain the
same as that of the 2006 Bonds, with a final maturity date of September 1, 2036.
The average savings per household is estimated at $72 per year. These are projected savings,
and are dependent upon interest rates in effect of the time of the sale of the 2016 Refunding
Bonds, actual savings maybe more or less than as projected.
CFD No. 03-1 (Crowne Hill)
In March 2003, the Authority formed the Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) under Resolution No. TPFA 03-05. On August 7, 2003,
the Authority issued $12,155,000 in Special Tax Bonds, Series 2003A ("2003 Bonds"), and on
August 24, 2005, the Authority issued $3,865,000 in Special Tax Bonds, Series 2005B ("2005
Bonds"),in each case to finance public improvements. On August 15, 2012, the Authority issued
$10,440,000 in Special Tax Refunding Bonds, Series 2012, the proceeds of which refunded the
outstanding 2003 Bonds. The 2005 Bonds remain outstanding, and are payable from the
proceeds of annual special taxes levied on property in CFD No. 03-1, pursuant to Ordinance
No. TPFA 03-01.
In light of current low interest rates, the opportunity has arisen for the Authority to issue bonds
(the "2016 Refunding Bonds") to refund the outstanding 2005 Bonds and thereby reduce future
special tax levies on property in CFD No. 03-1. Additionally, there is approximately $1 million in
outstanding 2005 Bond proceeds available to apply to the retirement of 2005 and 2012 Bonds.
These proceeds are being held for the reimbursement of eligible costs borne by the developer.
City staff has been working with the developer to ascertain whether there are any eligible costs
towards which this money can be applied. To the extent there isn't, the available bond proceeds
will be utilized to redeem 2005 Bonds and 2012 Bonds. Under this scenario the combined
impact of the refunding of the 2005 Bonds to lower interest rates and the reduction of CFD
Bonds outstanding are anticipated to reduce the special tax levy on homeowners by around
$115 per parcel per year on average. If the funds are not available to be used to call 2005 and
2012 Bonds, then the average annual savings from just the refunding of the 2005 Bonds is
estimated at approximately $25 per parcel. The net present value savings under either scenario
are about $190,000 or 9% of refunded par. These are projected savings, and are dependent
upon interest rates in effect of the time of the sale of the 2016 Refunding Bonds, actual savings
maybe more or less than as projected.
The term of the 2016 Refunding Bonds would remain the same as the 2005 Bonds, with a final
maturity date of September 1, 2035.
TONIGHT'S SPECIFIC ACTIONS: It is recommended that the Authority adopt the two
resolutions authorizing the issuance of the two series of 2016 Refunding Bonds and approving
the documents related thereto. These documents include the following:
• Fiscal Agent Agreement and Third Supplemental Fiscal Agent Agreement — It is the
contract between the Authority and US Bank National Association serving as Fiscal
Agent for the respective 2016 Refunding Bonds and specifies the accounts to be
established by the Fiscal Agent for the Bonds, the redemption provisions and the
required covenants.
• Bond Purchase Agreement — It is the contract between Stifel, Nicolaus & Company
("Stifel") acting as underwriter and the Authority whereby the Authority agrees to sell the
Bonds to Stifel and Stifel agree to buy the respective 2016 Refunding Bonds from the
Authority and sell them to the public.
• Preliminary Official Statement — This is the disclosure document used by Stifel to
inform investors about the upcoming bond issues and provide all material information for
the potential investor to make a decision whether or not to buy the respective 2016
Refunding Bonds.
• Continuing Disclosure Agreement — This agreement specifies the Authority's legal
requirement to provide annual disclosure to the municipal bond market related to the
respective series of the 2016 Refunding Bonds by preparing and filing annual disclosure
reports and material event notices.
• Escrow Agreement — This agreement between the Authority and US Bank National
Association serving as Escrow Agent and specifies the requirements to defease or
redeem the applicable outstanding bonds.
FUTURE ACTIONS: The next step required to refund the outstanding Harveston and
Crowne Hill bonds is to obtain ratings for the two series of 2016 Refunding Bonds from
Standard & Poor's (late October), price the 2016 Refunding Bonds (mid November) and close
the 2016 Refunding Bonds (early December).
FISCAL IMPACT: Both CFDs are authorized to levy special taxes to repay their
respective 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 2016 Refunding Bonds will not be obligations of the City of Temecula, or
general obligations of the Authority, but will be limited obligations of the Authority for the
applicable CFD secured solely by the special taxes levied on property 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 2016 Refunding Bonds will be paid from the
proceeds of the 2016 Refunding Bonds. All administrative costs of the CFDs and the 2016
Refunding Bonds will be paid from proceeds of the special taxes levied in the respective CFDs.
ATTACHMENTS:
1. Resolutions (2)
2. Fiscal Agent Agreement (Harveston)
3. Third Supplemental Fiscal Agent Agreement (Crowne Hill)
4. Preliminary Official Statements (2), which includes the
Continuing Disclosure Agreement for the respective CFD as
Appendix E
5. Bond Purchase Agreements (2)
6. Escrow Agreements (2)
RESOLUTION NO. TPFA 16-
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. 01-2 (HARVESTON),
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 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. 01-2
(Harveston) (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 were to be used to finance certain public improvements, all as described in
Resolution No. TPFA 02-03 adopted by the Board of Directors on March 26, 2002.
Section 2. In order to finance various public facilities authorized to be funded by
the District, on August 29, 2002, the Temecula Public Financing Authority (the
"Authority"), for and on behalf of the District, issued its Temecula Public Financing
Authority Community Facilities District No. 01-02 (Harveston) Variable Rate Demand
Special Tax Bonds, 2002 Series A (the "2002 Bonds"), and on September 1, 2006, the
Authority, for and on behalf of the District, issued its Temecula Public Financing
Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax
Refunding Bonds, Series A and its Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate
Series B (collectively, the "2006 Bonds"), the proceeds of which 2006 Bonds were used
to refund the then outstanding 2002 Bonds.
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 2006 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 the 2006 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 2006 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 $15,000,000, are hereby
authorized to be issued, with the Bonds to be designated the "Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) 2016 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 outstanding 2006 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 2006 Bonds to be refunded with proceeds of the
Bonds plus the principal amount of the 2006 Bonds to be refunded with proceeds of the
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 that will be subject to the levy of
special taxes to pay debt service on the Bonds 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 November 10, 2016, (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-quarter of one percent (0.25%) with the actual rate or rates to be set forth in the
Fiscal Agent Agreement as executed, (iv) the place of payment for the 2006 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, municipal
advisor fees and expenses, rating agency fees, costs of bond insurance and a debt
service reserve surety bond, fees of a verification agent, printing costs for the Official
Statement, initial fiscal agent fees, and costs of City staff and the City Attorney incurred
in connection with the sale and issuance of the Bonds.
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, the Assistant Executive Director and the Treasurer (each a "Designated
Officer"), each acting alone, are hereby authorized to execute and deliver the Fiscal
Agent Agreement in said form, with such additions thereto or changes therein as are
approved by the Designated Officer executing the Fiscal Agent Agreement upon
consultation with the Authority's General Counsel and Bond Counsel, the approval of
such additions or changes to be conclusively evidenced by the execution and delivery of
the Fiscal Agent Agreement by a Designated Officer. The Secretary is hereby
authorized and directed to countersign the Fiscal Agent Agreement. 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 (the "Underwriter"), in the form presented to the Board of
Directors at this meeting, is hereby approved. The Designated Officers, each acting
alone, are hereby authorized to accept the offer of the Underwriter to purchase the
Bonds contained in the Purchase Contract; provided that (a) the aggregate principal
amount of the Bonds sold thereby is not in excess of $15,000,000, (b) the true interest
cost of the Bonds is not in excess of 4.00%, (c) the Underwriter's discount is not in
excess of 1.40% 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 Designated Officers, each acting alone, are hereby authorized to execute and
deliver the Purchase Contract in said form (if the requirements of the preceding
sentence are satisfied), with such additions thereto or changes therein as are
recommended or approved by the Designated Officer executing such document upon
consultation with the Authority's General Counsel and Bond Counsel, the approval of
such additions or changes to be conclusively evidenced by the execution and delivery of
the Purchase Contract by a Designated Officer. The Secretary does not need to
countersign the Purchase Contract.
Section 9. The Preliminary Official Statement, in the form presented to the Board
of Directors at this meeting, is hereby approved. The Designated Officers are hereby
authorized, for and in the name and on behalf of the Authority, to make changes to the
Preliminary Official Statement prior to its dissemination to prospective investors, and to
bring the Preliminary Official Statement into the form of a final official statement (the
"Official Statement") including such additions thereto or changes therein as are
recommended or approved by any such officer upon consultation with 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 Designated Officers, each acting alone, are hereby authorized to execute a
certificate or certificates to the effect that the Official Statement and the Preliminary
Official Statement were deemed "final" as of their respective dates for purposes of Rule
15c2-12 of the Securities Exchange Act of 1934, and each Designated Officer is
authorized to so deem such statements final.
Section 10. The Continuing Disclosure Agreement related to the Bonds, in the
form appended as Appendix E to the Preliminary Official Statement, is hereby approved.
The Designated Officers, each acting alone, are hereby authorized, for and in the name
of and on behalf of the Authority, to execute and deliver the Continuing Disclosure
Agreement in said form, with such additions thereto or changes therein as are deemed
necessary, desirable or appropriate by the Designated Officer executing the Continuing
Disclosure Agreement upon consultation with the Authority's General Counsel and
Disclosure Counsel, the approval of such changes to be conclusively evidenced by the
execution and delivery by a Designated Officer of the Continuing Disclosure Agreement.
Section 11. The Board of Directors hereby approves the refunding of the 2006
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 Designated Officers, each acting alone, are hereby authorized, for and in the name
of and on behalf of the Authority, to execute and deliver the Escrow Agreement in said
form, with such additions thereto or changes therein as are deemed necessary,
desirable or appropriate by the Designated Officer executing the Escrow Agreement
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 a
Designated Officer of the Escrow Agreement. The Secretary is hereby authorized and
directed to countersign 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 a Designated Officer,
which instructions each Designated Officer, acting alone, is hereby authorized, for and
in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent.
Such instructions shall provide for the delivery of the Bonds to the Underwriter upon
payment of the purchase price therefor.
Section 14. 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
2006 Bonds are hereby approved, confirmed and ratified, and the proper officers of the
Authority (including the Designated Officers and the Secretary) are hereby authorized
and directed to do any and all things and take any and all actions and execute any and
all certificates, agreements and other documents which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and delivery of the
Bonds and the refunding of the 2006 Bonds in accordance with this Resolution, and any
certificate, agreement, and other document described in the documents herein
approved.
In furtherance of the foregoing, the Designated Officers are hereby authorized to
approve modifications to the documents approved by this Resolution to allow for
municipal bond insurance and a reserve fund surety bond for the Bonds if, upon the
advice of the Municipal Advisor to the Authority for the Bonds, such insurance and/or
surety bond are advantageous in the circumstances.
Section 15. This Resolution shall take effect upon its adoption.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 25th day of October, 2016.
Michael S. Naggar, Chair
ATTEST:
Randi Johl, Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby
certify that the foregoing Resolution No. TPFA 16- was duly and regularly adopted by
the Board of Directors of the Temecula Public Financing Authority at a meeting thereof
held on the 25th day of October, 2016, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
Randi Johl, Secretary
RESOLUTION NO. TPFA 16-
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
THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT
AND APPROVING OTHER RELATED DOCUMENTS AND
ACTIONS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Board of Directors has conducted proceedings under and
pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"),
to form the Temecula Public Financing Authority Community Facilities District No. 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 were 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. In order to finance various public facilities authorized to be funded by
the District (the "Facilities"), on August 7, 2003, the Temecula Public Financing
Authority (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 (the "Fiscal Agent"), and (ii) issued its
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill)
Special Tax Bonds, Series 2003-A (the "Series 2003-A Bonds"), and 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 its Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series
2005-B (the "Series 2005-B Bonds"), the proceeds of which 2005-B Bonds were used to
provide additional funding for the Facilities.
Section 3. On August 15, 2012, the Authority, for and on behalf of the District, (i)
entered into a Second Supplemental Fiscal Agent Agreement, dated as of August 1,
2012 (the "Second Supplement"), with the Fiscal Agent, and (ii) issued its Temecula
Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special
Tax Refunding Bonds, Series 2012, in order to refund, in whole, the then outstanding
Series 2003-A Bonds. The Original Fiscal Agent Agreement, as amended and
supplemented by the First Supplement and by the Second Supplement, is referred to in
this Resolution as the "Fiscal Agent Agreement."
Section 4. 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 2005-B Bonds be refunded.
Section 5. There have been submitted to the Board of Directors for its approval a
Third Supplemental Fiscal Agent Agreement (the "Third 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 the Series 2005-B 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 Series 2005-B 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 6. 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 7. 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, as amended and
supplemented by the Third Supplement, special tax bonds of the Authority for the
District (described in Section 5 and elsewhere in this Resolution as the "Bonds"), in an
aggregate principal amount not to exceed $3,000,000, 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 2016." The Bonds shall be executed in the form set forth in and otherwise as
provided in the Fiscal Agent Agreement, as amended and supplemented by the Third
Supplement.
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 outstanding Series 2005-B 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 2005-B Bonds to be refunded
with proceeds of the Bonds plus the principal amount of the Series 2005-B Bonds to be
refunded with proceeds of the Bonds (by reason of the requirement for sale of the
Bonds in clause (d) of Section 9 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 that will be subject to the levy of special taxes to pay debt service on the Bonds
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 November 10, 2016, (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-quarter of one percent (0.25%) 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 2005-B
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 Fiscal Agent Agreement, as amended and supplemented by
the Third Supplement hereafter approved, in the Official Statement for the Bonds
(referred to in Section 9 below), and the closing certificates for the Bonds, including
Bond Counsel and Disclosure Counsel fees and expenses, Underwriter's discount,
municipal advisor fees and expenses, rating agency fees, fees of a verification agent,
printing costs for the Official Statement, fiscal agent fees, and costs of City staff and the
City Attorney incurred in connection with the sale and issuance of the Bonds.
Section 8. The Third Supplement, in the form presented to the Board of
Directors at this meeting, is hereby approved. The Executive Director, the Assistant
Executive Director and the Treasurer (each a "Designated Officer"), each acting alone,
are hereby authorized to execute and deliver the Third Supplement in said form, with
such additions thereto or changes therein as are approved by the Designated Officer
executing the Third Supplement 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 Third Supplement by a Designated
Officer. The Secretary is hereby authorized and directed to countersign the Third
Supplement. 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 amended and supplemented by the Third Supplement, as
such Third Supplement is finally executed.
Section 9. The Purchase Contract between the Authority and Stifel, Nicolaus &
Company, Incorporated (the "Underwriter"), in the form presented to the Board of
Directors at this meeting, is hereby approved. The Designated Officers, each acting
alone, are hereby authorized to accept the offer of the Underwriter to purchase the
Bonds contained in the Purchase Contract; provided that (a) the aggregate principal
amount of the Bonds sold thereby is not in excess of $3,000,000, (b) the true interest
cost of the Bonds is not in excess of 4.00%, (c) the Underwriter's discount is not in
excess of 2.50% of the aggregate principal amount of the Bonds, and (d) the
requirements of clause (b) of the second paragraph of Section 7 above are satisfied.
The Designated Officers, each acting alone, are hereby authorized to execute and
deliver the Purchase Contract in said form (if the requirements of the preceding
sentence are satisfied), with such additions thereto or changes therein as are
recommended or approved by the Designated Officer executing such document upon
consultation with the Authority's General Counsel and Bond Counsel, the approval of
such additions or changes to be conclusively evidenced by the execution and delivery of
the Purchase Contract by a Designated Officer. The Secretary does not need to
countersign the Purchase Contract.
Section 10. The Preliminary Official Statement, in the form presented to the
Board of Directors at this meeting, is hereby approved. The Designated Officers are
hereby authorized, for and in the name and on behalf of the Authority, to make changes
to the Preliminary Official Statement prior to its dissemination to prospective investors,
and to bring the Preliminary Official Statement into the form of a final official statement
(the "Official Statement") including such additions thereto or changes therein as are
recommended or approved by any such officer upon consultation with 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 Designated Officers, each acting alone, are hereby authorized to execute a
certificate or certificates to the effect that the Official Statement and the Preliminary
Official Statement were deemed "final" as of their respective dates for purposes of Rule
15c2-12 of the Securities Exchange Act of 1934, and each Designated Officer is
authorized to so deem such statements final.
Section 11. The Continuing Disclosure Agreement related to the Bonds, in the
form appended as Appendix E to the Preliminary Official Statement, is hereby approved.
The Designated Officers, each acting alone, are hereby authorized, for and in the name
of and on behalf of the Authority, to execute and deliver the Continuing Disclosure
Agreement in said form, with such additions thereto or changes therein as are deemed
necessary, desirable or appropriate by the Designated Officer executing the Continuing
Disclosure Agreement upon consultation with the Authority's General Counsel and
Disclosure Counsel, the approval of such changes to be conclusively evidenced by the
execution and delivery by a Designated Officer of the Continuing Disclosure Agreement.
Section 12. The Board of Directors hereby approves the refunding of the Series
2005-B 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 Designated Officers, each acting alone, are hereby authorized, for and in the name
of and on behalf of the Authority, to execute and deliver the Escrow Agreement in said
form, with such additions thereto or changes therein as are deemed necessary,
desirable or appropriate by the Designated Officer executing the Escrow Agreement
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 a
Designated Officer of the Escrow Agreement. The Secretary is hereby authorized and
directed to countersign the Escrow Agreement.
Section 13. The Authority hereby covenants, for the benefit of the Bondowners,
to commence and diligently pursue to completion any foreclosure action regarding
delinquent installments of any amount levied as a special tax for the payment of interest
or principal of the Bonds, said foreclosure action to be commenced and pursued as
more completely set forth in the Fiscal Agent Agreement.
Section 14. The Bonds, when executed, shall be delivered to the Fiscal Agent
for authentication. The Fiscal Agent is hereby requested and directed to authenticate
the Bonds by executing the Fiscal Agent's certificate of authentication and registration
appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to
the Underwriter in accordance with written instructions executed on behalf of the
Authority by a Designated Officer, which instructions each Designated Officer, acting
alone, is hereby authorized, for and in the name and on behalf of the Authority, to
execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery
of the Bonds to the Underwriter upon payment of the purchase price therefor.
Section 15. 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 2005-B Bonds are hereby approved, confirmed and ratified, and the proper
officers of the Authority (including the Designated Officers and the Secretary) are
hereby authorized and directed to do any and all things and take any and all actions and
execute any and all certificates, agreements and other documents which they, or any of
them, may deem necessary or advisable in order to consummate the lawful issuance
and delivery of the Bonds and the refunding of the Series 2005-B Bonds in accordance
with this Resolution, and any certificate, agreement, and other document described in
the documents herein approved.
Section 16. This Resolution shall take effect upon its adoption.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 25th day of October, 2016.
Michael S. Naggar, Chair
ATTEST:
Randi Johl, Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby
certify that the foregoing Resolution No. TPFA 16- was duly and regularly adopted by
the Board of Directors of the Temecula Public Financing Authority at a meeting thereof
held on the 25th day of October, 2016, by the following vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
Randi Johl, Secretary
Quint & Thimmig LLP 10/7/16
10/16/16
FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of December 1, 2016
relating to:
$
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
2016 Special Tax Refunding Bonds
20009.16:J14319
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 2016 Bonds 12
Section 2.03. Redemption 14
Section 2.04. Form of Bonds 16
Section 2.05. Execution of Bonds 16
Section 2.06. Transfer of Bonds 17
Section 2.07. Exchange of Bonds 17
Section 2.08. Bond Register 17
Section 2.09. Temporary Bonds 18
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 18
Section 2.11. Limited Obligation 18
Section 2.12. No Acceleration 18
Section 2.13. Book -Entry System 19
Section 2.14. Issuance of Parity Bonds 20
ARTICLE III
ISSUANCE OF 2016 BONDS
Section 3.01. Issuance and Delivery of 2016 Bonds 22
Section 3.02. Pledge of Special Tax Revenues 22
Section 3.03. Validity of Bonds 22
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2016 Bonds and Other Moneys 23
Section 4.02. [intentionally omitted] 23
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 28
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 2016 Bonds 32
Section 5.16. Maintenance of Tax -Exemption 32
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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 33
Section 5.20. No Additional Bonds 33
Section 5.21. Authority Bid at Foreclosure Sale 33
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY 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 42
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 43
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 43
Section 8.07. Amendatory Endorsement of Bonds 43
ARTICLE IX
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 48
Section 9.12. Conclusive Evidence of Regularity 48
Section 9.13. Payment on Business Day 48
Section 9.14. Counterparts 48
EXHIBIT A — FORM OF 2016 BOND
FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
2016 Special Tax Refunding Bonds
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of December 1, 2016,
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.
01-2 (Harveston) (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 02-03 of the
Board of Directors of the Authority adopted on March 26, 2002 (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 issued by the Authority
for the District, secured by said special taxes under the Act;
WHEREAS, in order to finance various public facilities authorized to be funded by the
District, on August 29, 2002, the Authority, for and on behalf of the District, issued its Temecula
Public Financing Authority Community Facilities District No. 01-02 (Harveston) Variable Rate
Demand Special Tax Bonds, 2002 Series A (the "2002 Bonds"), and on September 1, 2006, the
Authority, for and on behalf of the District, issued its Temecula Public Financing Authority
Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A
and its Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston)
2006 Special Tax Refunding Bonds, Subordinate Series B (collectively, the "2006 Bonds") the
proceeds of which 2006 Bonds were used to refund the then outstanding 2002 Bonds;
WHEREAS, due to favorable interest rates in the financial markets, the Board of
Directors of the Authority has determined to refund the 2006 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 October 25, 2016, 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. 01-2 (Harveston) 2016 Special Tax Refunding Bonds (the "2016 Bonds") to provide
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moneys to defease and currently refund the outstanding 2006 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 2016 Bonds that the Authority enter into this Agreement to provide for the issuance of the
2016 Bonds, the disbursement of proceeds of the 2016 Bonds, the disposition of the special
taxes securing the 2016 Bonds and the administration and payment of the 2016 Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the 2016
Bonds, when executed by the Authority for and on behalf of 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 and on behalf of 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 2016 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
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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 or Secretary
of the Authority, or any other officer or employee of the Authority or the City authorized by the
Board of Directors of the Authority or by an Authorized Officer to undertake the action
referenced in this Agreement as required to be undertaken by an Authorized Officer.
"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, 2017.
"Bonds" means the 2016 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.
"Closing Date" means December _, 2016, being the date upon which there is a physical
delivery of the 2016 Bonds in exchange for the amount representing the purchase price of the
2016 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the 2016 Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the 2016 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 2016 Bonds, executed as of the Closing Date by the Authority and Albert A.
Webb Associates, as dissemination agent, as originally executed and as it may be amended
from time to time in accordance with the terms thereof.
"Costs of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Authority or the City and related to the authorization, sale and issuance of the
2016 Bonds and the refunding and defeasance of the 2006 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 2016 Bonds and the refunding
and defeasance of the 2006 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, municipal advisor's fees, rating agency fees, costs of bond
insurance and any reserve fund surety bond, verification agent fees, charges for execution,
transportation and safekeeping of the 2016 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.
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"District" means the Temecula Public Financing Authority Community Facilities District
No. 01-2 (Harveston), formed by the Authority under the Act and the Resolution of Formation.
"Escrow Agreement" means the Escrow Agreement, dated as of December 1, 2016, 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.
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"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 employee of the City or
the Authority, but who may be regularly retained to make reports to the City or the Authority.
"Information Services" means the Electronic Municipal Market Access System (referred
to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at
http://emma.msrb.org); and, in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such services providing information with
respect to called bonds as the Authority may designate in an Officer's Certificate delivered to
the Fiscal Agent.
"Interest Payment Dates" means March 1 and September 1 of each year, commencing
March 1, 2017.
"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 Ordinance No. TPFA-02-01 of the Authority levying the Special
Taxes as in effect on the Closing Date and as it may thereafter be amended or supplemented.
"Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, the first
purchaser of the 2016 Bonds from the Authority.
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued and delivered by the
Authority pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who is the registered owner of any particular
Outstanding Bond.
"Parity Bonds" means bonds issued by the Authority for the District and secured on a
parity with any then Outstanding Bonds pursuant to Section 2.14 hereof.
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
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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 S&P, and which have a
maximum term to maturity not to exceed three years.
(c) Unsecured certificates of deposit, time deposits and bankers' acceptance of
any bank the short-term obligations of which are rated on the date of purchase "A-1+" or
better by S&P and "P-1" by Moody's and or certificates of deposit (including those of the
Fiscal Agent, its parent and its affiliates) secured at all times by collateral that may be
used by a national bank for purposes of satisfying its obligations to collateralize pursuant
to federal law which are issued by commercial banks, savings and loan associations or
mutual savings bank whose short-term obligations are rated on the date of purchase A-1
or better by S&P and Moody's.(d) Commercial paper which at the time of purchase is of
"prime" quality of the highest ranking or of the highest letter and numerical rating as
provided by either Moody's or S&P, which commercial paper is limited to issuing
corporations that are organized and operating within the United States of America and
that have total assets in excess of five hundred million dollars ($500,000,000) and that
have an "A" or higher rating for the issuer's debentures, other than commercial paper, by
either Moody's or S&P, provided that purchases of eligible commercial paper may not
exceed 180 days' maturity nor represent more than 10 percent of the outstanding
commercial paper of an issuing corporation. Purchases of commercial paper may not
exceed 20 percent of the total amount invested pursuant to this definition of Permitted
Investments.
(e) A repurchase agreement with a state or nationally charted bank or trust
company or a national banking association or government bond dealer reporting to,
trading with, and recognized as a primary dealer by the Federal Reserve Bank of New
York, provided that all of the following conditions are satisfied: (1) the agreement is
secured by any one or more of the securities described in subdivision (a) of this
definition of Permitted Investments, (2) the underlying securities are required by the
repurchase agreement to be held by a bank, trust company, or primary dealer having a
combined capital and surplus of at least one hundred million dollars ($100,000,000) and
which is independent of the issuer of the repurchase agreement, and (3) the underlying
securities are maintained at a market value, as determined on a marked -to -market basis
calculated at least weekly, of not less than 103 percent of the amount so invested.
(f) An investment agreement or guaranteed investment contract with, or
guaranteed by, a financial institution the long-term unsecured obligations of which are
rated Aa2 and "AA" or better, respectively, by Moody's and S&P at the time of initial
investment. The investment agreement shall be subject to a downgrade provision with
at least the following requirements: (1) the agreement shall provide that within five
business days after the financial institution's long-term unsecured credit rating has been
withdrawn, suspended, other than because of general withdrawal or suspension by
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Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or
below "Aa3" by Moody's (these events are called "rating downgrades") the financial
institution shall give notice to the Authority and, within the five-day period, and for as
long as the rating downgrade is in effect, shall deliver in the name of the Authority or the
Fiscal Agent to the Authority or the Fiscal Agent Federal Securities allowed as
investments under subdivision (a) of this definition of Permitted Investments with
aggregate current market value equal to at least 105 percent of the principal amount of
the investment agreement invested with the financial institution at that time, and shall
deliver additional allowed federal securities as needed to maintain an aggregate current
market value equal to at least 105 percent of the principal amount of the investment
agreement within three days after each evaluation date, which shall be at least weekly,
and (2) the agreement shall provide that, if the financial institution's long-term unsecured
credit rating is reduced below "A3" by Moody's or below "A-" by S&P, the Fiscal Agent or
the Authority may, upon not more than five business days' written notice to the financial
institution, withdraw the investment agreement, with accrued but unpaid interest thereon
to the date, and terminate the agreement.
(g) The Local Agency Investment Fund of the State of California.
(h) Investments in a money market fund (including any funds of the Fiscal Agent
or its affiliates and including any funds for which the Fiscal Agent or its affiliates provides
investment advisory or other management services) rated in the highest rating category
(without regard to plus (+) or minus (-) designations) by Moody's or S&P.
(i) Any other lawful investment for City funds.
"Principal Office" means the corporate trust office of the Fiscal Agent set forth in Section
9.06, except for the purpose of maintenance of the 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 funded by the District.
"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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"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 (excluding, for purposes of calculating the
Maximum Annual Debt Service, Debt Service due on the 2016 Bonds for the Bond Year ending
on September 1, 2017), (ii) one hundred twenty-five percent (125%) of the then average Annual
Debt Service, or (iii) ten percent (10%) of the initial principal amount of the Bonds. The Reserve
Requirement as of the Closing Date is $
"Resolution" means Resolution No. TPFA 16 -
the Authority on October 25, 2016.
"Resolution of Formation" means Resolution No.
Directors of the Authority on March 26, 2002.
, adopted by the Board of Directors of
TPFA 02-03, adopted by the Board of
"S&P" means S&P Global Ratings, and any successor thereto.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, New
York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other addresses and/or such
other securities depositories as the Authority may designate in an Officer's Certificate delivered
to the Fiscal Agent.
"Special Tax A" has the meaning given to such term in the Rate and Method of
Apportionment of Special Taxes.
"Special Tax B" has the meaning given to 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 the Special Tax
received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of
the Special Taxes, less any administrative fees or penalties collected as part of any such
prepayment.
"Special Tax Prepayments Account" means the account by that name established within
the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the
Authority, including any scheduled payments and any prepayments thereof, interest thereon and
proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the
Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not
include any penalties collected in connection with delinquent Special Taxes, which amounts
may be deposited to the Administrative Expense Fund or otherwise disposed of as determined
by the Treasurer consistent with any applicable provisions of the Act.
"Special Taxes" means the Special Tax A levied within the District pursuant to the Act,
the Ordinance, the Rate and Method of Apportionment of Special Taxes and this Agreement.
"Special Taxes" do not include any Special Tax B levied on property in the District.
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"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.
"2006 Bonds" means, collectively, the Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A, and the
Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006
Special Tax Refunding Bonds, Subordinate Series B.
"2016 Bonds" means the Bonds so designated and authorized to be issued under
Section 2.01 hereof.
"Variable Rate Bonds" means any bond or other debt instrument that does not pay
interest at a fixed rate until its principal has been fully paid.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation. 2016 Bonds in the aggregate principal
amount of Million Thousand Dollars ($ ) are
authorized to be issued by the Authority for and on behalf of the District under and subject to the
terms of the Resolution and this Agreement, the Act, the Refunding Law and other applicable
laws of the State of California. The 2016 Bonds are hereby designated as the "Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) 2016 Special Tax
Refunding Bonds."
Section 2.02. Terms of the 2016 Bonds.
(A) Form; Denominations. The 2016 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 2016 Bonds. The 2016 Bonds shall be dated the Closing Date.
(C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on
the 2016 Bonds, but such numbers shall not constitute a part of the contract evidenced by the
2016 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 2016 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 2016 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:
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Maturity Date
(September 1)
Principal Amount Interest Rate
(E) Interest. The 2016 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 2016 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 Closing Date; provided,
however, that if at the time of authentication of a 2016 Bond, interest is in default thereon, such
2016 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 2016 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
2016 Bonds and any premium on the 2016 Bonds are payable by check in lawful money of the
United States of America upon surrender of the 2016 Bonds at the Principal Office of the Fiscal
Agent. All 2016 Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by
the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2016 Bonds and issue a
certificate of destruction thereof to the Authority upon the Authority's request.
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Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The 2016 Bonds are subject to optional redemption
prior to their stated maturity on any Interest Payment Date occurring on or after
September 1, , as a whole, or in part in an amount equal to $5,000 or any integral
multiple thereof among maturities so as to maintain substantially level debt service on
the Bonds, and by lot within a maturity, at a redemption price (expressed as a
percentage of the principal amount of the 2016 Bonds to be redeemed), as set forth
below, together with accrued interest thereon to the date fixed for redemption:
any Interest
to and
September 1,
September 1,
September 1,
thereafter
Redemption Dates Redemption Prices
Payment Date from September 1,
including March 1,
and March 1,
and March 1,
and any Interest Payment Date
(ii) Mandatory Sinking Payment Redemption. The 2016 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 table shall be reduced to the extent practicable so
as to maintain level debt service on the 2016 Bonds, as a result of any prior partial
redemption of the 2016 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 2016 Bonds on the next
Interest Payment Date for which notice of redemption can timely be given under Section
2.03(D), in whole, or in part in an amount equal to $5,000 or any integral multiple thereof
allocated among maturities of the 2016 Bonds 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 2016 Bonds to be redeemed), as set forth
below, together with accrued interest to the date fixed for redemption:
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Redemption Dates Redemption Prices
any Interest Payment Date from March 1, 2017 to
and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment
Date thereafter
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its
intention to redeem 2016 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 2016 Bonds, upon the filing with the Fiscal Agent of an Officer's
Certificate requesting such purchase prior to the selection of 2016 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 2016 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 2016 Bonds were to be redeemed in
accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any
redemption to be mailed by first class mail, postage prepaid, or by such other means as is
acceptable to the recipient thereof, at least thirty (30) days but not more than sixty (60) days
prior to the date fixed for redemption, to the Securities Depositories, to one or more Information
Services, and to the respective registered Owners of any 2016 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 2016
Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding 2016 Bonds are to be called for redemption, shall designate the CUSIP
numbers and, if applicable, Bond numbers of the 2016 Bonds to be redeemed by giving the
individual CUSIP number and, if applicable, Bond number of each 2016 Bond to be redeemed
or if Bond numbers have been assigned by the Fiscal Agent to the 2016 Bonds shall state that
all 2016 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that
all of the 2016 Bonds of one or more maturities have been called for redemption, shall state as
to any 2016 Bond called in part the principal amount thereof to be redeemed, and shall require
that such 2016 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 2016
Bonds will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any redemption of the 2016 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 2016 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 2016 Bonds have not been
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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 2016 Bonds to be redeemed, the
Fiscal Agent shall send written notice to the owners of the 2016 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 2016 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 2016 Bonds being redeemed, each check
or other transfer of funds issued for such purpose shall, to the extent practicable, bear the
CUSIP number identifying, by issue and maturity, the 2016 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
2016 Bonds (other than a redemption pursuant to Section 2.03(A)(ii)), the Fiscal Agent shall
select the 2016 Bonds to be redeemed, from all 2016 Bonds or such given portion thereof not
previously called for redemption, among maturities as directed in writing by the Treasurer (who
shall specify 2016 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 2016 Bonds redeemed in part only, the Authority shall execute and
the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the Authority, a
new 2016 Bond or 2016 Bonds, of the same series and maturity, of authorized denominations in
aggregate principal amount equal to the unredeemed portion of the 2016 Bond or 2016 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 2016 Bonds
so called for redemption shall have been deposited in the Bond Fund, such 2016 Bonds so
called shall cease to be entitled to any benefit under this Agreement other than the right to
receive payment of the redemption price, and no interest shall accrue thereon on or after the
redemption date specified in such notice.
(F) Redemption of Parity Bonds. Redemption provisions, if any, pertaining to any Parity
Bonds shall be set forth in the Supplemental Agreement providing for such Parity Bonds.
Section 2.04. Form of Bonds. The 2016 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. 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.
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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).
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.
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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 this Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal
Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange
and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled
by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to
the Authority.
If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft
may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent
and indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be
given, the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall
authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a
sum not exceeding the actual cost of preparing each new Bond delivered under this Section and
of the expenses which may be incurred by the Authority and the Fiscal Agent for the preparation,
execution, authentication and delivery. Any Bond delivered under the provisions of this Section
in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional
contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost,
destroyed or stolen is at any time enforceable by anyone, and shall be equally and
proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to
this Agreement.
Section 2.11. Limited Obligation. All obligations of the Authority under this Agreement
and the Bonds shall be special obligations of the Authority, payable solely from the Special Tax
Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the
taxing power of the Authority (except with respect to the levy of Special Taxes in the District, to
the limited extent set forth herein) or the State of California or any political subdivision thereof is
pledged to the payment of the Bonds. The City has no obligations whatsoever under this
Agreement or otherwise with respect to the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of
Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this
Agreement under Section 9.03 hereof.
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Section 2.13. Book -Entry System. DTC shall act as the initial Depository for the 2016
Bonds. One 2016 Bond for each maturity of the 2016 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 2016 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 & Co., or
any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with
respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of
the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem
the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other
person, other than DTC, of any amount with respect to the principal of or interest on the Bonds,
or (v) any consent given or other action taken by the Depository as Owner of the Bonds.
Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the
absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment
of the principal of and interest on such Bonds, for the purpose of giving notices of redemption
and other matters with respect to such Bonds, for the purpose of registering transfers with
respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal
of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond
Register, and all such payments shall be valid and effective to fully satisfy and discharge all
obligations with respect to the principal of and interest on the Bonds to the extent of the
amounts so paid.
No person other than an Owner, as shown on the Bond Register, shall receive a
physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall
refer to such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Fiscal Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect thereto under applicable law. The
Authority may terminate the services of DTC with respect to the Bonds if it determines that DTC
is unable to discharge its responsibilities with respect to the Bonds or that continuation of the
system of book -entry transfers through DTC is not in the best interest of the Beneficial Owners,
and the Authority shall mail notice of such termination to the Fiscal Agent.
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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 2016 Bonds
that they be able to obtain certificated 2016 Bonds, the 2016 Bonds shall no longer be restricted
to being registered in the Bond Register in the name of Cede & Co., as nominee of DTC, but
may be registered in whatever name or names the Owners shall designate at that time, in
accordance with Section 2.06.
To the extent that the Beneficial Owners are designated as the transferee by the Owners,
in accordance with Section 2.06, the 2016 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 2016 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 in all material
respects on the date of issuance of the Parity Bonds with all covenants set forth in this
Agreement and all Supplemental Agreements, and the principal amount of the Parity
Bonds shall not cause the Authority to exceed the maximum authorized indebtedness of
the District under the provisions of the Act.
(B) Payment Dates. The Supplemental Agreement providing for the issuance of
such Parity Bonds shall provide that interest thereon shall be payable on March 1 and
September 1, and principal thereof shall be payable on September 1 in any year in
which principal is payable (provided that there shall be no requirement that any Parity
Bonds pay interest on a current basis).
(C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement
providing for the issuance of such Parity Bonds may provide for the establishment of
separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to
a separate account created for such purpose) in an amount necessary so that the
amount on deposit in the Reserve Fund (together with the amount in any such separate
account), following the issuance of such Parity Bonds, is at least equal to the Reserve
Requirement.
(D) Refunding Bonds; No Variable Rate Bonds. The Parity Bonds shall be
Refunding Bonds; and the Parity Bonds may not be Variable Rate 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
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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 2016 BONDS
Section 3.01. Issuance and Delivery of 2016 Bonds. At any time after the execution of
this Agreement, the Authority may issue the 2016 Bonds for the District in the aggregate
principal amount set forth in Section 2.01 and deliver the 2016 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 2016 Bonds in
accordance with the provisions of the Act, the Refunding Law, the Resolution and this
Agreement, to redeem the 2006 Bonds with proceeds of the 2016 Bonds, to authorize the
payment of Costs of Issuance from the proceeds of the 2016 Bonds, and to do and cause to be
done any and all acts and things necessary or convenient for delivery of the 2016 Bonds to the
Original Purchaser and the redemption of the 2006 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 which do not include proceeds of the levy of Special Tax B) 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, 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 the proceeds of any Special Tax B levied on property
in the District, are not pledged to the repayment of the Bonds. The Project is not in any way
pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of
any portion of the Project are not pledged to pay the Debt Service on the Bonds and are free
and clear of any lien or obligation imposed hereunder.
Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the performance by any person of such persons
obligation(s) with respect to the Project.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2016 Bonds and Other Moneys. (A)
The proceeds of the purchase of the 2016 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 2006 Bonds as follows:
(i) transfer from the administrative expense fund held with respect to the
2006 Bonds to the Treasurer for deposit by the Treasurer in the Administrative Expense
Fund, the amount on deposit in such administrative expense fund;
(ii) transfer from the special tax fund held with respect to the 2006 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, the remaining $ on deposit in
such special tax fund;
(iii) transfer from the reserve fund held with respect to the 2006 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; and
(iv) transfer from the bond fund held with respect to the 2006 Bonds to the
Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund, any amounts on
deposit in such bond 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 omittedl
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. 01-2 (Harveston) 2016 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 by the Fiscal Agent and shall be disbursed
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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 2016 Bonds and then shall transfer any moneys
remaining therein, including any investment earnings thereon, to the Treasurer for deposit by
the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited
in accordance with Section 6.01. Interest earnings and profits resulting from said investment
shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes
of such fund.
Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held
by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No.
01-2 (Harveston) 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 2016 Bonds, and deposits shall be made as provided in clause (ii) of the second
paragraph of Section 4.06(A) and clause (ii) of Section 4.06(B). Moneys in the Reserve Fund
shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the
payment of principal of, and interest and any premium on, the Bonds and shall be subject to a
lien in favor of the Owners of the Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the
purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the
Bond Fund of the amount then required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of
redeeming Bonds from the Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall
provide written notice thereof to the Treasurer, specifying the amount withdrawn.
(D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior
to any September 1 occurring on or after September 1, 2017, 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 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. 01-2 (Harveston) 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 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
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disbursement, shall be subject to a lien in favor of the Owners of the Bonds. Notwithstanding
the foregoing, amounts in the Bond Fund may be used for the purposes set forth in Section
2.03(C).
(B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment
Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the
Bonds the principal, and interest and any premium, then due and payable on the Bonds,
including any amounts due on the Bonds by reason of the sinking payments set forth in
Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i) or (iii),
such payments to be made in the priority listed in the second succeeding paragraph.
Notwithstanding the foregoing, 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 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. 01-2 (Harveston) 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 expressly not
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including any proceeds of the levy of Special Tax B, which are to be retained in any event 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, $ ), 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 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 direct the Fiscal Agent to transfer any amount in the Special Tax Fund in excess
of the amount needed to make such transfers to the Bond Fund and the Reserve Fund (i) to the
Treasurer for deposit by the Treasurer in the Administrative Expense Fund, from time to time, if
monies are needed to pay Administrative Expenses in excess of the amount then on deposit in
the Administrative Expense Fund; (ii) to the Authority or to such other entity as the Treasurer
may direct for deposit to a fund or account established to pay debt service on or administrative
expenses with respect to any bonds or other debt secured by a pledge of Special Tax Revenues
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subordinate to the pledge thereof under Section 3.02 of this Agreement; or (iii) to such other
fund or account established by the Authority to be used for any lawful purpose under the Act
and otherwise in accordance with the provisions of the Rate and Method of Apportionment of
Special Taxes.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate fund to be held by the Treasurer, the Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston) 2016 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), clause (i) of the second paragraph of Section 4.06(A) and Section 4.06(B).
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 $17,000.00 that have not
otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which
are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the
Fiscal Agent in the Special Tax Fund.
(C) Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Treasurer in the Administrative Expense Fund to be used for
the purposes thereof.
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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 installments as the general taxes on real property are
payable, and have the same priority, become delinquent at the same time and in the same
proportionate amounts and bear the same proportionate penalties and interest after delinquency
as do the ad valorem taxes on real property; provided that, pursuant to and in accordance with
the Ordinance, the Special Taxes may be collected by means of direct billing of the property
owners within the District, in which event the Special Taxes shall become delinquent if not paid
when due pursuant to said billing.
Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the
Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will order,
and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to
judgment (unless such delinquency is theretofore brought current), an action in the superior
court to foreclose the lien of any Special Tax or installment thereof not paid when due as
provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any
such delinquency of which the Treasurer is aware, and the Authority Attorney shall commence,
or cause to be commenced, such proceedings.
On or about June 15 of each Fiscal Year, the Treasurer shall compare the amount of
Special Taxes theretofore levied in the District to the amount of Special Tax Revenues
theretofore received by the Authority, and:
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(A) Individual Delinquencies. If, as of any June 15, the Treasurer determines
that any single parcel subject to the Special Tax in the District is delinquent in the
payment of Special Taxes in the aggregate amount of $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 (i) the amount in the Reserve Fund is at least equal to the Reserve
Requirement, and (ii) the amounts then on deposit in the Special Tax Fund and the Bond Fund
are sufficient to pay the scheduled debt service due on the Bonds on the succeeding September
1 and March 1 without the need for any draw on the Reserve Fund.
The Treasurer and the Authority Attorney, as applicable, are hereby authorized to
employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any
such counsel (including a charge for Authority staff time) in conducting foreclosure proceedings
shall be an Administrative Expense hereunder.
Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Agreement,
and for the better assuring and confirming unto the Owners of the rights and benefits provided in
this Agreement.
Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the
proceeds of the 2016 Bonds are not so used as to cause the 2016 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 2016
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 2016 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
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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 2016 Bonds, and shall take such actions as are
necessary to ensure compliance with this Section 5.13, such as increasing the portion of the
Special Tax levy for Administration Expenses as appropriate to have funds available in the
Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.
In order to provide for the administration of this Section 5.13, the Treasurer may provide
for the employment of independent attorneys, accountants and consultants compensated on
such reasonable basis as the Treasurer may deem appropriate and in addition, and without
limitation of the provisions of Sections 6.02, 6.03 and 6.04, the Treasurer may rely conclusively
upon and be fully protected from all liability in relying upon the opinions, determinations,
calculations and advice of such agents, attorneys and consultants employed hereunder. Any
fees or expenses incurred by the Authority or the City under or pursuant to this Section 5.13
shall be Administrative Expenses.
The Fiscal Agent may rely conclusively upon the Authority's determinations, calculations
and certifications required by this Section. The Fiscal Agent shall have no responsibility to
independently make any calculation or determination or to review the Authority's calculations
hereunder.
Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2016 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 2016 Bonds would have
caused the 2016 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.
Section 5.15. Yield of the 2016 Bonds. In determining the yield of the 2016 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 2016 Bonds redeemed.
Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the 2016 Bonds from the gross income of the
Owners of the 2016 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 2016 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
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may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the
aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable
estimate of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that
Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said
covenant is necessary to assure the full and timely payment of the Bonds.
Section 5.19. Limits on Special Tax Waivers and Bond Tenders. The Authority
covenants not to exercise its rights under the Act to waive delinquency and redemption
penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to
do so would materially and adversely affect the interests of the owners of the Bonds and further
covenants not to permit the tender of Bonds in payment of any Special Taxes except upon
receipt of a certificate of an Independent Financial Consultant that to accept such tender will not
result in the Authority having insufficient Special Tax Revenues to pay the principal of and
interest on 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; provided, however, that any such investment
shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be
made, the Fiscal Agent shall have received an Officer's Certificate specifying a specific money
market fund into which the funds shall be invested and, if no such Officer's Certificate is so
received, the Fiscal Agent shall hold such moneys uninvested. The Treasurer shall make note
of any investment of funds hereunder in excess of the yield on the Bonds, so that appropriate
actions can be taken to assure compliance with Section 5.13.
Moneys in any fund or account created or established by this Agreement and held by the
Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any event by
its terms matures prior to the date on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall be deemed to be part of
such fund or account, subject, however, to the requirements of this Agreement for transfer of
interest earnings and profits resulting from investment of amounts in funds and accounts.
Whenever in this Agreement any moneys are required to be transferred by the Authority to the
Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted
Investments.
The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor,
depository, principal or agent in the acquisition or disposition of any investment. Neither the
Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments
made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality
of any investments.
Except as otherwise provided in the next sentence, all investments of amounts
deposited in any fund or account created by or pursuant to this Agreement, or otherwise
containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be
acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or
the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection with the
determination of Fair Market Value other than to follow the investment direction of an Authorized
Officer in any written direction of any Authorized Officer. Investments in funds or accounts (or
portions thereof) that are subject to a yield restriction under the applicable provisions of the
Code and (unless valuation is undertaken at least annually) investments in the subaccounts
within the Reserve Fund shall be valued at their present value (within the meaning of section
148 of the Code). The Fiscal Agent shall not be liable for verification of the application of such
sections of the Code.
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
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herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent
or the Treasurer, as applicable, shall at all times account for such investments strictly in
accordance with the funds and accounts to which they are credited and otherwise as provided in
this Agreement.
The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or
present for redemption, any investment security whenever it shall be necessary to provide
moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or
account to which such investment security is credited and neither the Fiscal Agent nor the
Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition
of such investment security in accordance herewith.
The Authority acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Authority the right to receive brokerage
confirmations of security transactions as they occur, the Authority specifically waives receipt of
such confirmations to the extent permitted by law. The Fiscal Agent will furnish the Authority
periodic cash transaction statements which include detail for all investment transactions made
by the Fiscal Agent hereunder.
Section 6.02. Limited Obligation. The Authority's obligations hereunder are limited
obligations of the Authority on behalf of the District and are payable solely from and secured
solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund
(including the 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
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presented by the proper party or proper parties. The Authority may consult with counsel, who
may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered
by it hereunder in good faith and in accordance therewith.
The Authority shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactory established, if disputed.
Whenever in the administration of its duties under this Agreement the Authority or the
Treasurer shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, in the absence of willful misconduct on the part of the
Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal
Agent, an Independent Financial Consultant or a Tax Consultant, and such certificate shall be
full warrant to the Authority and the Treasurer for any action taken or suffered under the
provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its
discretion the Authority or the Treasurer may, in lieu thereof, accept other evidence of such
matter or may require such additional evidence as to it may seem reasonable.
Section 6.04. Employment of Agents by Authority. In order to perform its duties and
obligations hereunder, the Authority and/or the Treasurer may employ such persons or entities
as it deems necessary or advisable. The Authority shall not be liable for any of the acts or
omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or entities.
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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
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Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In such event, the
Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent hereunder.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same, or
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent assumes no responsibility or liability for any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in
acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request,
consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in
good faith reasonably believe to be genuine and to have been adopted or signed by the proper
person or to have been prepared and furnished pursuant to any provision of this Agreement,
and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any
statements contained or matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith unless it
shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
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.
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The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority,
with regard to legal questions, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
In order to perform its duties and obligations hereunder, the Fiscal Agent may employ
such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be
liable for any of the acts or omissions of such persons or entities employed by it in good faith
hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the
opinions, calculations, determinations and directions of such persons or entities.
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,
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its officers, employees, directors and agents harmless against any costs, expenses, claims or
liabilities whatsoever, including without limitation fees and expenses of its attorneys, which it
may incur in the exercise and performance of its powers and duties hereunder which are not
due to its negligence or willful misconduct. The obligation of the Authority under this Section
shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of
the Bonds and discharge of this Agreement, but any monetary obligation of the Authority arising
under this Section shall be limited solely to amounts on deposit in the Administrative Expense
Fund.
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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.
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Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the
Owners. In such event the Authority is authorized to fix the time and place of said meeting and
to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the
conduct of said meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The Authority
and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 8.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed
with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as
provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if accompanied by proof of ownership of
the Bonds for which such consent is given, which proof shall be such as is permitted by Section
9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and
on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless
such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by
filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to mail
copies of said notice shall not affect the validity of the Supplemental Agreement or consents
thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be
proof of the matters therein stated until the contrary is proved. The Supplemental Agreement
shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice,
and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the Authority and the Owners of all Bonds
at the expiration of sixty (60) days after such filing, except in the event of a final decree of a
court of competent jurisdiction setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Authority,
excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of
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.
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Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall
be deemed to be modified and amended in accordance therewith, the respective rights, duties
and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding
shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
Authority may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form
approved by the Authority, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
Principal Office of the Fiscal Agent or at such other office as the Authority may select and
designate for that purpose, a suitable notation shall be made on such Bond. The Authority may
determine that new Bonds, so modified as in the opinion of the Authority is necessary to
conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon
demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at
the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding,
upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
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ARTICLE IX
M ISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the Authority, the Fiscal
Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf
of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal
Agent is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Agreement contained by or on
behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or
more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(B) by depositing with the Fiscal Agent, at or before maturity, money which,
together with the amounts then on deposit in the funds and accounts provided for in
Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all
principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent cash and Federal Securities
in such amount as the Authority shall determine as confirmed by Bond Counsel or an
independent certified public accountant will, together with the interest to accrue thereon
and moneys then on deposit in the fund and accounts provided for in Sections 4.04 and
4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including
all principal, interest and redemption premiums) at or before their respective maturity
dates.
If the Authority shall have taken any of the actions specified in (A), (B) or (C) above, and
if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall
have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall
have been made for the giving of such notice, then, at the election of the Authority, and
notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the
Special Taxes and other funds provided for in this Agreement and all other obligations of the
Authority under this Agreement with respect to such Bonds Outstanding shall cease and
terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the
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
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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 92590
Attn: Director of Finance
Any notice or demand which by any provision of this Agreement is required or permitted
to be given or served by the Authority to or on the Fiscal Agent may be given or served by being
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deposited postage prepaid in a post office letter box addressed (until another address is filed by
the Fiscal Agent with the Authority) as follows (provided that any such notice shall not be
effective until actually received by the Fiscal Agent):
U.S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 01-2 (Harveston)
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 are no funds in any
improvement or project fund for the District; (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, 2017, 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
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and the Special Tax Prepayments Account are the accounts into which Special Taxes
collected on the District will be deposited for purposes of Section 50075.1(c) of the
California Government Code, and the funds and accounts listed in Section 4.01 are the
funds and accounts into which Bond proceeds will be deposited for purposes of Section
53410(c) of the California Government Code, and the annual report described in the
preceding sentence is intended to satisfy the requirements of Sections 50075.1(d),
50075.3 and 53411 of the California Government Code.
(D) Amendment. The reporting requirements of this Section 9.07 shall be
amended from time to time, without action by the Authority or the Fiscal Agent (i) with
respect to subparagraphs (A) and (B) above, to reflect any amendments to Section
53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C)
above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the
California Government Code. Notwithstanding the foregoing, any such amendment shall
not, in itself, affect the Authority's obligations under the Continuing Disclosure
Agreement. The Authority shall notify the Fiscal Agent in writing of any such
amendments which affect the reporting obligations of the Fiscal Agent under this
Agreement.
(E) No Liability. None of the Authority and its officers, agents and employees,
the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the
information required by this Section 9.07.
The Treasurer shall provide copies of any of such reports to any Bondowner upon the
written request of a Bondowner and payment by the person requesting the information of the
cost of the Authority to produce such information and pay any postage or other delivery cost to
provide the same, as determined by the Treasurer. The term "Bondowner" for purposes of this
Section 9.07 shall include any Beneficial Owner (as defined in Section 2.13) of the Bonds.
Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not
affect the validity of the remaining portions of this Agreement. The Authority hereby declares
that it would have adopted this Agreement and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto
irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Agreement may be held illegal, invalid or unenforceable.
Section 9.09. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of
the principal of, and the interest and any premium on, the Bonds which remains unclaimed for
two (2) years after the date when the payments of such principal, interest and premium have
become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by
the Fiscal Agent to the Authority as its absolute property free from any pledge or lien under this
Agreement, and the Fiscal Agent shall thereupon be released and discharged with respect
thereto and the Owners shall look only to the Authority for the payment of the principal of, and
interest and any premium on, such Bonds. Any right of any Owner to look to the Authority for
such payment shall survive only so long as required under applicable law.
Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
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Section 9.11. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act
shall prevail over the conflicting provision of this Agreement.
Section 9.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 9.13. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any
Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business
Day, the payment of interest or principal (and premium, if any) or the action need not be made
on such date but may be made on the next succeeding day which is a Business Day with the
same force and effect as if made on the date required and no interest shall accrue for the period
from and after such date.
Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be
executed all as of December 1, 2016.
Attest:
By:
Randi Johl,
Secretary
20009.16:J14319
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 01-2 (HARVESTON)
By:
Aaron Adams,
Executive Director
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
[Signature page to Fiscal Agent Agreement — CFD 01-2 (Harveston)]
S-1
No.
EXHIBIT A
FORM OF 2016 BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
2016 SPECIAL TAX REFUNDING BOND
INTEREST RATE
MATURITY DATE
BOND DATE
CUSIP
September 1,
December_, 2016
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. 01-2 (Harveston) (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, 2017, at
the interest rate set forth above, until the principal amount hereof is paid or made available for
payment. The principal of this Bond is payable to the registered owner hereof in lawful money
of the United States of America upon presentation and surrender of this Bond at the Principal
Office (as defined in the Agreement referred to below) of U.S. Bank 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
October 25, 2016 (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
outstanding Temecula Public Financing Authority Community Facilities District No. 01-2
(Harveston) 2006 Special Tax Refunding Bonds, Series A and the outstanding Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax
Refunding Bonds, Subordinate Series B, and is one of the series of bonds designated
"Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2016
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 December 1,
2016, 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 are subject to redemption prior to their stated maturity on any interest
payment date occurring on or after September 1, , as a whole or in part in an amount equal
to $5,000 or any integral multiple thereof among maturities as provided in the Agreement, and
by lot within a maturity, 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
any Interest
to and
September 1,
September 1,
September 1,
thereafter
Redemption Dates Redemption Prices
Payment Date from September 1,
including March 1,
and March 1,
and March 1,
and any Interest Payment Date
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, in whole, or in part in any amount equal to $5,000 or
any integral multiple thereof 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, 2017
to and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment
Date thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the
Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption
shall not occur and the Bonds for which notice of redemption was given shall remain
outstanding for all purposes of the Agreement.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
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:
By:
Randi Johl
Secretary
A-5
TEMECULA PUBLIC FINANCING
AUTHORITY
By:
Michael S. Naggar,
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 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
guarantor.
A-7
Note: The signature(s) on this Assignment must
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.
Quint & Thimmig LLP
10/9/16
10/11/16
10/14/16
THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of December 1, 2016
relating to:
$
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Refunding Bonds, Series 2016
20009.15:J14312
SECTION 1.
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
TABLE OF CONTENTS
Supplement to Fiscal Agent Agreement 2
ARTICLE XII
SERIES 2016 BONDS
12.01. Definitions 3
12.02. Authorization of Series 2016 Bonds 3
12.03. Terms of Series 2016 Bonds 4
12.04. Redemption of Series 2016 Bonds 4
12.05. Form of Series 2016 Bonds; Authentication and Delivery 6
12.06. Application of Proceeds of Sale of Series 2016 Bonds 7
12.07. 2016 Costs of Issuance Fund 7
12.08. Security for Series 2016 Bonds 8
12.09. Private Activity Bond Limitations 8
12.10. Federal Guarantee Prohibition 8
12.11. Rebate Requirement 8
12.12. No Arbitrage 8
12.13. Yield of the Bonds 8
12.14. Maintenance of Tax -Exemption 8
12.15. Effect of this Article XII 8
SECTION 2. Attachment of Exhibit D 9
SECTION 3. Additional Amendments to Original Fiscal Agent Agreement 9
SECTION 4. Partial Invalidity 10
SECTION 5. Execution in Counterparts 10
SECTION 6. Governing Law 10
EXHIBIT A — FORM OF SERIES 2016 BONDS
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THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT
THIS THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT (this "Third
Supplement"), dated as of December 1, 2016, 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
the Fiscal Agent Agreement referred to below.
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 Fiscal Agent Agreement, dated
as of July 1, 2003, between the Authority, for and on behalf of the District, and the Fiscal Agent
(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 2.14 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 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"), for the
purpose of providing additional financing for public improvements authorized to be funded by
the District;
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, on August 15, 2012, the Authority, for and on behalf of the District, issued
$10,440,000 initial principal amount of its Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) Special Tax Refunding Bonds, Series 2012 (the "Series
2012 Bonds"), pursuant to the Original Fiscal Agent Agreement, as amended and supplemented
-1-
by the First Supplement and by a Second Supplemental Agreement to Fiscal Agent Agreement,
dated as of August 1, 2012 (the "Second Supplement"), between the Authority, for and on behalf
of the District, and the Fiscal Agent (the Original Fiscal Agent Agreement, as amended and
supplemented by the First Supplement and by the Second Supplement, is referred to herein as
the "Fiscal Agent Agreement"), for the purpose of defeasing and redeeming in full the then
outstanding Series 2003-A Bonds;
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 2016 in the initial
aggregate principal amount of $ (the "Series 2016 Bonds"), to defease and refund
the outstanding Series 2005-B Bonds;
WHEREAS, this Third Supplement is a "Supplemental Agreement" as defined in Section
1.03 of the Fiscal Agent Agreement and the Series 2016 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 Third Supplement, on a parity with the
Series 2012 Bonds;
WHEREAS, the Authority and the Fiscal Agent desire to enter into this Third Supplement
pursuant to Sections 2.14 and 8.01(E) of the Fiscal Agent Agreement, to provide for the
issuance of the Series 2016 Bonds;
WHEREAS, in providing for the issuance of the Series 2016 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 2.14
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 2016 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 Third 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 Third 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 XII. Article XII
shall read in its entity as follows:
ARTICLE XII
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SERIES 2016 BONDS
Section 12.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 12.01 shall, for all purposes of this Article XII but not for any other purposes of this
Agreement, have the respective meanings specified in this Section 12.01. All terms defined in
Section 1.03 of this Agreement and not otherwise defined in this Section 12.01 shall, when used
in this Article XII, have the respective meanings given to such terms in Section 1.03.
"Article XII" means this Article XII which has been incorporated in and made a part of this
Agreement pursuant to the Third Supplemental Fiscal Agent Agreement, dated as of December
1, 2016, between the Authority, for and on behalf of the District, and the Fiscal Agent, together
with all amendments of and supplements to this Article XII entered into pursuant to the
provisions of Section 8.01.
"Closing Date" means December _, 2016, being the date upon which there was a
physical delivery of the Series 2016 Bonds in exchange for the amount representing the
purchase price of the Series 2016 Bonds by the Original Purchaser.
"Escrow Agreement' means the Escrow Agreement, dated as of December 1, 2016, 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.
"2016 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 2016 Bonds and the defeasance and refunding of the Series 2005-B 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 2016 Bonds and the defeasance and refunding of the
Series 2005-B Bonds, Escrow Bank fees and expenses, special tax consultant fees and
expenses, bond (underwriter's) discount, municipal advisor fees, legal fees and charges,
including bond counsel and disclosure counsel, rating agency fees, verification agent fees,
charges for execution, transportation and safekeeping of the Series 2016 Bonds and other
costs, charges and fees in connection with the foregoing.
"2016 Costs of Issuance Fund" means the fund by that name established and held by
the Fiscal Agent pursuant to Section 12.07.
"Original Purchaser" means Stifel Nicolaus & Company, Incorporated, the first purchaser
of the Series 2016 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 12.02. Authorization of Series 2016 Bonds. Series 2016 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.
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Section 12.03. Terms of Series 2016 Bonds.
(A) Form; Denominations. The Series 2016 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 2016 Bonds shall be dated the Closing Date, as defined
in Section 12.01.
(C) Maturities, Interest Rates. The Series 2016 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:
Maturity Date Principal Interest
(September 1) Amount Rate
(D) Interest, Method of Payment and CUSIP Numbers. Interest on the Series 2016
Bonds shall be payable as provided in Section 2.02(E) of this Agreement (except that the first
Interest Payment Date for the Series 2016 Bonds shall be March 1, 2017), with the Closing Date
as used therein being the Closing Date as defined in Section 12.01, payments shall be made on
the Series 2016 Bonds as provided in Section 2.02(F), and CUSIP identification numbers for the
Series 2016 Bonds shall be subject to Section 2.02(C).
Section 12.04. Redemption of Series 2016 Bonds.
(A) Redemption. (i) Optional Redemption. The Series 2016 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 2016 Bonds to be redeemed), as set forth below, together
with accrued interest thereon to the date fixed for redemption:
-4-
any Interest
to and
September 1,
September 1,
September 1,
thereafter
Redemption Dates Redemption Prices
Payment Date from September 1,
including March 1,
and March 1,
and March 1,
and any Interest Payment Date
(ii) Mandatory Sinking Payment Redemption. The Series 2016 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 table shall be reduced to the extent practicable so
as to maintain substantially level debt service on the Bonds as a result of any prior
partial redemption of the Series 2016 Bonds pursuant to Section 12.04(A)(i) above or
Section 12.04(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 2016 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 2016 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 Redemption Prices
any Interest Payment Date from March 1, 2017 to
and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment Date
thereafter
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its
intention to redeem Series 2016 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
12.04(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
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purchase of Outstanding Series 2016 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 Series 2016 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 2016 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 2016 Bonds, and other redemption procedures to be followed by the
Fiscal Agent with regard to the Series 2016 Bonds, shall be as provided in Section 2.03(D), and
the effect on Series 2016 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 2016 Bonds under Section 12.04(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 2016 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 2016 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 2016 Bonds to be redeemed, the Fiscal Agent shall send written notice to the
owners of the Series 2016 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 2016 Bonds for which notice of redemption was given shall remain Outstanding for all
purposes of this Agreement.
Section 12.05. Form of Series 2016 Bonds; Authentication and Delivery.
(A) Form of Series 2016 Bonds. The Series 2016 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 D 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 2016 Bonds. The Series 2016 Bonds shall be executed on
behalf of the Authority by the signatures of its Chairperson and its Secretary who are in office on
the Closing Date or at any time thereafter. Either or both of such signatures may be made
manually or may be affixed by facsimile thereof. If any officer whose signature appears on any
Series 2016 Bond ceases to be such officer before delivery of the Series 2016 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 2016 Bonds to the owner. Any Series 2016 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 2016 Bond shall be the proper officers of the Authority although at the nominal date
of such Series 2016 Bond any such person shall not have been such officer of the Authority.
Only such of the Series 2016 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 2016 Bonds have
been duly authenticated and delivered hereunder and are entitled to the benefits of this
Agreement.
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(C) Authentication and Delivery of Series 2016 Bonds. At any time after the execution of
Supplemental Agreement No. 2 and delivery by the Authority of an Officer's Certificate for the
Series 2016 Bonds as required by Section 2.14(G), the Authority may issue the Series 2016
Bonds for the District in the aggregate principal amount set forth in Section 12.02 and deliver
the Series 2016 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
2016 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 2005-B
Bonds with proceeds of the Series 2016 Bonds, to authorize the payment of 2016 Costs of
Issuance from the proceeds of the Series 2016 Bonds and to do and cause to be done any and
all acts and things necessary or convenient for delivery of the Series 2016 Bonds to the Original
Purchaser and the redemption of the Series 2005-B Bonds pursuant to the Escrow Agreement.
Section 12.06. Application of Proceeds of Sale of Series 2016 Bonds. The proceeds of
the purchase of the Series 2016 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 2016 Subaccount of the Reserve Fund $
(B) deposit in the 2016 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 2012 Subaccount
therein), $ to the Escrow Bank for deposit by the Escrow Bank in the Refunding
Fund established under the Escrow Agreement; and (ii) 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 12.06.
Section 12.07. 2016 Costs of Issuance Fund. There is hereby established a separate
fund to be known as the "2016 Costs of Issuance Fund", which shall be held by the Fiscal
Agent, and to which a deposit shall be made as provided in Section 12.06(B). The moneys in
the 2016 Costs of Issuance Fund shall be used and withdrawn by the Fiscal Agent from time to
time to pay the 2016 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 2016 Bonds or at any time thereafter. The
Fiscal Agent shall pay all 2016 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 2016
Costs of Issuance. The Fiscal Agent shall maintain the 2016 Costs of Issuance Fund for a
period of 90 days from the date of delivery of the Series 2016 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.
-7-
Section 12.08. Security for Series 2016 Bonds. The Series 2016 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 XII.
Section 12.09. Private Activity Bond Limitations. The Authority shall assure that the
proceeds of the Series 2005-B Bonds and of the Series 2016 Bonds are not so used as to
cause the Series 2016 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 12.10. 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
2016 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
Section 12.11. 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 2016 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 12.11. The Treasurer shall take note of any investment of
monies hereunder in excess of the yield on the Series 2016 Bonds, and shall take such actions
as are necessary to ensure compliance with this Section 12.11, 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 12.11.
Section 12.12. 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 2016
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 2016 Bonds would
have caused the Series 2016 Bonds to be "arbitrage bonds" within the meaning of section 148
of the Code.
Section 12.13. Yield of the Bonds. In determining the yield of the Series 2016 Bonds to
comply with Section 12.11 and 12.12 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 2016 Bonds, without regard to whether or not
prepayments are received or Series 2016 Bonds redeemed.
Section 12.14. Maintenance of Tax -Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the Series 2016 Bonds from the gross income
of the Owners of the Series 2016 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
2016 Bonds.
Section 12.15. Effect of this Article XII. Except as in this Article XII expressly provided
or except to the extent inconsistent with any provision of this Article XII, the Series 2016 Bonds
shall be deemed to be "Bonds" under and within the meaning of Section 1.03, and every term
-8-
and condition contained in the foregoing provisions of this Agreement shall apply to the Series
2016 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 XII.
SECTION 2. Attachment of Exhibit D. The Fiscal Agent Agreement is hereby further
amended by incorporating therein an Exhibit D setting forth the form of the Series 2016 Bonds,
which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part
hereof.
SECTION 3. Additional Amendments to Fiscal Agent Agreement. 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:
"Series 2016 Bonds" means the Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) Special Tax Refunding Bonds, Series 2016,
authorized to be issued under Section 12.02.
"Third Supplement" means the Third Supplemental Fiscal Agent Agreement,
dated as of December 1, 2016, 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, by the Second Supplement and by the Third 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 2012 Bonds, the Series 2016 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, dated as of August 15, 2012, 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 (ii) the Continuing Disclosure Agreement pertaining to the Series 2016 Bonds,
executed as of the Closing Date (as defined in Section 12.01) by the Authority, as originally
executed and as it may be amended from time to time in accordance with its terms.
(E) 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 "2016 Subaccount" which
subaccount is hereby established for purposes of accounting for the use and disposition of
Series 2016 Bonds, a portion of the proceeds of which will be deposited to such 2016
Subaccount pursuant to Section 12.06(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
-9-
Fund and amounts in such 2016 Subaccount and any earnings thereon in such 2016
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."
(F) The Fiscal Agent Agreement is hereby amended by changing the reference to
Section 2.12 in Section 5.20, to instead refer to Section 2.14.
SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of
this Third Supplement shall for any reason be held illegal, invalid or unenforceable, such holding
shall not affect the validity of the remaining portions of this Third Supplement. The Authority
hereby declares that it would have entered into this Third Supplement and each and every other
Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series
2016 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs,
sentences, clauses, or phrases of this Third Supplement may be held illegal, invalid or
unenforceable.
SECTION 5. Execution in Counterparts. This Third 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 Third 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 Third
Supplement to be executed as of December 1, 2016.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-1 (CROWNE HILL)
By:
Aaron Adams,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Fiscal Agent
By
John Axt,
Vice President
[Signature page to Third Supplemental Fiscal Agent Agreement — CFD 03-1 (Crowne Hill)]
20009.15:J14312
S-1
No.
EXHIBIT A TO THIRD SUPPLEMENTAL FISCAL AGENT AGREEMENT
EXHIBIT D
FORM OF SERIES 2016 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 2016
INTEREST RATE
MATURITY DATE
BOND DATE
CUSIP
September 1,
December , 2016
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, 2017, at the interest rate set forth above, until the principal amount
hereof is paid or made available for payment. The principal of this Bond is payable to the
registered owner hereof in lawful money of the United States of America upon presentation and
surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of
U.S. Bank 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.
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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
October 25, 2016 (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 the
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crown Hill) Special
Tax Bonds, Series 2005-B 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 2016" (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, by a
Second Supplemental Fiscal Agent Agreement, dated as of August 1, 2012, between the
Authority and the Fiscal Agent, and by a Third Supplemental Fiscal Agent Agreement, dated as
of December 1, 2016, 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 Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Refunding Bonds,
Series 2012 (the "Series 2012 Bonds"), which Series 2012 Bonds are secured on a parity with
the Bonds under the Agreement. Pursuant to and as more particularly provided 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 2012, 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 maturing on and 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
A-2
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:
any Interest
to and
September 1,
September 1,
September 1,
thereafter
Redemption Dates Redemption Prices
Payment Date from September 1,
including March 1,
and March 1,
and March 1,
and any Interest Payment Date
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, 2017
to and including March 1,
September 1, and March 1,
September 1, and 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.
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.
A-3
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated
as herein provided, and the principal hereof, interest hereon and any redemption premium shall
be payable only to the registered owner or to such owner's order. The Fiscal Agent shall
require the registered owner requesting transfer or exchange to pay any tax or other
governmental charge required to be paid with respect to such transfer or exchange. No transfer
or exchange hereof shall be required to be made (i) fifteen days prior to the date established by
the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such
Bond has been selected for redemption, or (iii) between a Record Date and the succeeding
interest payment date. Exchanges may only be made for Bonds in authorized denominations,
as provided in the Agreement.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein.
The 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.
TEMECULA PUBLIC FINANCING
AUTHORITY
By:
Michael S. Naggar,
Chairperson
ATTEST:
By:
Randi Johl,
Secretary
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has
been authenticated on
A-5
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
guarantor.
A-6
Note: The signature(s) on this Assignment must
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.
C PRELIMINARY OFFICIAL STATEMENT DATED AS OF OCTOBER _, 2016
NEW ISSUE — BOOK ENTRY ONLY RATING: S&P:
.Q a (See "Rating" herein)
o - In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications described in
t this Official Statement, under existing law, interest on the 2016 Bonds is excludable from gross income of the owners thereof for federal
0 N income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and
m 0 corporations under the Internal Revenue Code of 1986, as amended, but such interest is taken into account in computing an adjustment
3 used in determining the federal alternative minimum tax for certain corporations. In the further opinion of Bond Counsel, interest on the
>D 2016 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS."
o, $13,625,000*
o TEMECULA PUBLIC FINANCING AUTHORITY
o co
COMMUNITY FACILITIES DISTRICT NO. 01-2
o
(HARVESTON)
o .c, 2016 SPECIAL TAX REFUNDING BONDS
=U
o .N Dated: Date of Issuance Due: September 1, as shown on inside cover
w,_Y)The Temecula Public FinancingAuthority(the "Authority"), for and on behalf of the Temecula Public FinancingAuthorityCommunity
,
o Facilities District No. 01-2 (Harveston) (the "District"), is issuing the above -captioned bonds (the "2016 Bonds") to (1) refund the
0 ., outstanding Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds,
CO o Series A and Special Tax Refunding Bonds, Subordinate Series B Bonds (collectively, the "Prior Bonds"), (ii) fund a reserve fund for the
E &a-, 2016 Bonds, and (iii) pay costs of issuing the 2016 Bonds. See "PLAN OF REFUNDING." The Prior Bonds were issued by the Authority,
o for and on behalf of the District, to refund special tax bonds issued by the Authority for the District in 2002, the proceeds of which were
•--m used to finance various public infrastructure improvements necessitated by development of the Harveston neighborhood in the City of
(1)Temecula. The 2016 Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of December 1, 2016 (the "Fiscal Agent
N Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank National Association, as fiscal agent (the
N .N "Fiscal Agent").
w =
_c o The 2016 Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on
-La certain property located within the District (see "THE DISTRICT"), and from certain funds pledged under the Fiscal Agent Agreement. The
a E Special Tax is being levied according to a rate and method of apportionment of Special Taxes approved in 2005. See "SECURITY FOR
E °' THE 2016 BONDS - Special Taxes" and Appendix B - "Rate and Method."
-o m
°' [The Authority has applied for a municipal bond insurance policy for the 2016 Bonds, and will decide whether to purchase any such
E
.5 municipal bond insurance policy insuring the payments when due of the scheduled principal and interest on all or on selected maturities of
0 the 2016 Bonds in connection with the pricing of the 2016 Bonds.]
• Interest on the 2016 Bonds is payable on March 1 and September 1 of each year, commencing on March 1, 2017. The 2016 Bonds
Q.�will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of the Depository
03
E. E Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2016 Bonds. Individual purchases of the 2016
oa Bonds will be made in book -entry form only. Purchasers of the 2016 Bonds will not receive physical certificates representing their
wownership interests in the 2016 Bonds purchased. The 2016 Bonds will be issued in the principal amount of $5,000 and any integral
v t multiple thereof. Principal of and interest on the 2016 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of
3 principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2016 Bonds. See "THE 2016 BONDS" and
n N Appendix F - "DTC and the Book -Entry Only System."
w
w o The 2016 Bonds are subject to optional redemption, mandatory sinking payment redemption and redemption from Special Tax
.= o Prepayments prior to their respective maturities. See "THE 2016 BONDS—Redemption."
6.0
E m The Authority may issue additional bonded indebtedness that is secured by a lien on the Special Tax Revenues (as defined in the
v .o Fiscal Agent Agreement) and by funds pledged under the Fiscal Agent Agreement for the payment of the 2016 Bonds on a parity with the
= S 2016 Bonds ("ParityBonds"), but onlyfor the purpose of refundingthe 2016 Bonds or refundinganyoutstandingParityBonds. See
S ) p p
° "SECURITY FOR THE 2016 BONDS - Issuance of Additional Bonds."
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NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY
OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2016 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO
OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2016 BONDS. THE 2016 BONDS ARE NEITHER GENERAL NOR
SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS
OF THE AUTHORITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE
FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.
This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain
information essential to the making of an informed investment decision with respect to the 2016 Bonds. The purchase of the 2016 Bonds
involves significant risks, and the 2016 Bonds are not appropriate investments for all types of investors. See "SPECIAL RISK FACTORS"
in this Official Statement for a discussion of certain risk factors that should be considered, in addition to the other matters set forth in this
Official Statement, in evaluating the investment quality of the 2016 Bonds.
The 2016 Bonds are offered when, as and if issued, subject to approval as to their legality by Quint & Thimmig LLP, Larkspur,
California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the 2016 Bonds will be passed upon for the
Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in its capacity as general counsel to the
Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain legal matters will be passed upon for
the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2016
Bonds in definitive form will be available for delivery to DTC on or about December _, 2016.
The date of this Official Statement is November 2016.
STIFEL
$13,625,000*
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
2016 SPECIAL TAX REFUNDING BONDS
MATURITY SCHEDULE
$ Serial Bonds; CUSIP Prefix
Maturity Date Principal Interest
(September 1) Amount Rate Yield
t
CUSIP
Price Suffixt
% Term Bonds due September 1, ; Yield %; Price %; CUSIPt
* Preliminary, subject to change.
t Copyright American Bankers Association. CUSIP data is provided by Standard & Poor's CUSIP Service Bureau,
a division of The McGraw-Hill Companies, Inc. Neither the Authority nor the Underwriter assumes any
responsibility for the accuracy of the CUSIP data.
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
The information contained in this Official Statement has been obtained from sources that are
believed to be reliable. No representation, warranty or guarantee, however, is made by the Underwriter
as to the accuracy or completeness of any information in this Official Statement, including, without
limitation, the information contained in the Appendices, and nothing contained in this Official Statement
should be relied upon as a promise or representation by the Underwriter.
Neither the Authority nor the Underwriter has authorized any dealer, broker, salesperson or other
person to give any information or make any representations with respect to the offer or sale of the 2016
Bonds other than as contained in this Official Statement. If given or made, any such information or
representations must not be relied upon as having been authorized by the Authority or the Underwriter.
The information and expressions of opinion in this Official Statement are subject to change without notice,
and neither the delivery of this Official Statement nor any sale of the 2016 Bonds shall under any
circumstances create any implication that there has been no change in the affairs of any party described
in this Official Statement, or in the status of any property described in this Official Statement, subsequent
to the date as of which such information is presented.
This Official Statement and the information contained in this Official Statement are subject to
amendment without notice. The 2016 Bonds may not be sold, and no offer to buy the 2016 Bonds may
be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances
shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of, the 2016 Bonds in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
When used in this Official Statement, in any continuing disclosure by the Authority, in any press
release, or in any oral statement made with the approval of an authorized officer of the Authority or any
other entity described or referenced in this Official Statement, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar
expressions identify "forward looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in such forward-looking statements. Any forecast is
subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be
realized, and unanticipated events and circumstances may occur. Therefore, there are likely to be
differences between forecasts and actual results, and those differences may be material.
All summaries of the documents referred to in this Official Statement are qualified by the
provisions of the respective documents summarized and do not purport to be complete statements of any
or all of such provisions.
The Underwriter has provided the following sentence for inclusion in this Official Statement: "The
Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of
this transaction, but the Underwriter does not guarantee the accuracy or the completeness of such
information."
In connection with the offering of the 2016 Bonds, the Underwriter may overallot or effect
transactions that stabilize or maintain the market prices of the 2016 Bonds at levels above that
which might otherwise prevail in the open market. Such stabilizing, if commenced, may be
discontinued at any time.
The 2016 Bonds have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption from the registration requirements contained
in the Securities Act. The 2016 Bonds have not been registered or qualified under the securities
laws of any state.
-i-
The City of Temecula maintains an Internet website, but the information on the website is not
incorporated in this Official Statement.
TEMECULA PUBLIC FINANCING AUTHORITY
Board of Directors
Michael S. Naggar, Chairperson
Maryann Edwards, Member
Jeff Comerchero, Member
Matt Rahn, Member
Michael R. McCracken, Member
Authority/City of Temecula Officials
Aaron Adams, Executive Director and City Manager
Greg Butler, Assistant City Manager
Jennifer Hennessy, Authority Treasurer and City Director of Finance
Tom Garcia, Director of Public Works and City Engineer
Randi Johl, Authority Secretary and City Clerk
PROFESSIONAL SERVICES
Authority General Counsel and City Attorney
Richards, Watson & Gershon,
A Professional Corporation
Los Angeles, California
Municipal Advisor
Fieldman, Rolapp & Associates
Irvine, California
Bond Counsel and Disclosure Counsel
Quint & Thimmig LLP
Larkspur, California
Special Tax Consultant and Dissemination Agent
Albert A. Webb Associates
Riverside, California
Fiscal Agent and Escrow Bank
U.S. Bank National Association
Los Angeles, California
Verification Agent
Grant Thornton LLP
Minneapolis, Minnesota
-iv-
TABLE OF CONTENTS
INTRODUCTION 1
General 1
Authority for Issuance 1
The 2016 Bonds 2
Security for the 2016 Bonds 2
Reserve Fund 3
The District 3
Limited Obligation 4
Issuance of Parity Bonds Only For Refunding
Purposes 4
Bondowners' Risks 4
Continuing Disclosure 4
Application for Municipal Bond Insurance 5
Other Information 5
PLAN OF REFUNDING 5
Redemption of Prior Bonds 5
Estimated Sources and Uses of Funds 6
THE 2016 BONDS 6
Authority for Issuance 6
General Provisions 6
Redemption 7
Transfer or Exchange of 2016 Bonds 10
Discontinuance of DTC Services 10
Scheduled Debt Service 11
SECURITY FOR THE 2016 BONDS 11
General 11
Limited Obligation 12
Special Taxes 12
Special Tax Fund 13
Summary of Rate and Method 14
Reserve Fund 18
Covenant for Superior Court Foreclosure 19
No Teeter Plan 20
Investment of Moneys 21
Issuance of Additional Bonds 21
THE DISTRICT 22
Location and General Description of the District22
History of the District 24
The Improvements 24
Land Use Distribution 26
Assessed Property Values 26
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
Value -to -District Lien Ratio 27
Special Tax Delinquencies 30
Direct and Overlapping Governmental
Obligations 30
Sample Tax Bill 32
SPECIAL RISK FACTORS 33
Payment of the Special Tax is not a Personal
Obligation 33
No General Obligation of the City or the District34
Property Value 34
Exempt Properties 34
Parity Taxes and Special Assessments 35
Insufficiency of Special Taxes 35
Tax Delinquencies 36
Bankruptcy Delays 36
Proceeds of Foreclosure Sales 37
Natural Disasters 37
Hazardous Substances 38
Disclosure to Future Purchasers 38
FDIC/Federal Government Interests in
Properties 38
No Acceleration Provision 40
Taxability Risk 40
Enforceability of Remedies 41
No Secondary Market 41
Proposition 218 41
Ballot Initiatives 42
IRS Audit of Tax -Exempt Bond Issues 43
TAX MATTERS 43
LEGAL MATTERS 46
RATING 46
VERIFICATION OF MATHEMATICAL
ACCURACY 46
NO LITIGATION 47
MUNICIPAL ADVISOR 47
UNDERWRITING 47
CONTINUING DISCLOSURE 47
MISCELLANEOUS 49
GENERAL INFORMATION ABOUT THE CITY OF TEMECULA
RATE AND METHOD
SUMMARY OF THE FISCAL AGENT AGREEMENT
FORM OF OPINION OF BOND COUNSEL
FORM OF CONTINUING DISCLOSURE AGREEMENT
DTC AND THE BOOK -ENTRY ONLY SYSTEM
-v-
CITY OF TEMECULA
(Riverside County, California)
Regional Location Map
RIVERSIDE
COUNTY
Temecula
hiked
i
i
i
SAN DIEGO
COUNTY
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OFFICIAL STATEMENT
$13,625,000*
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
2016 SPECIAL TAX REFUNDING BONDS
INTRODUCTION
This introduction is not a summary of this Official Statement and is only a brief
description of and guide to, and is qualified by, more complete and detailed information
contained in the entire Official Statement and the documents summarized or described in this
Official Statement. A full review should be made of the entire Official Statement by those
interested in purchasing the 2016 Bonds. The sale and delivery of 2016 Bonds to potential
investors is made only by means of the entire Official Statement. Certain capitalized terms used
in this Official Statement and not defined herein have the meanings set forth in Appendix C –
"Summary of the Fiscal Agent Agreement—Definitions" or in Appendix B – "Rate and Method."
General
The purpose of this Official Statement, which includes the cover page, the inside cover
page, the table of contents and the attached appendices (the "Official Statement"), is to
provide certain information concerning the issuance of the above -captioned bonds (the "2016
Bonds"). The 2016 Bonds are being issued by the Temecula Public Financing Authority (the
"Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities
District No. 01-2 (Harveston) (the "District"), to (i) refund the outstanding Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax
Refunding Bonds, Series A currently outstanding in the principal amount of $11,450,000, and
the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston)
Special Tax Refunding Bonds, Subordinate Series B currently outstanding in the principal
amount of $2,220,000 (together, the "Prior Bonds"), (ii) fund a reserve fund for the 2016 Bonds,
and (iii) pay costs of issuing the 2016 Bonds. See "PLAN OF REFUNDING -Redemption of Prior
Bonds." The Prior Bonds were issued to refund special tax bonds issued by the Authority for
and on behalf of the District in 2002, the proceeds of which bonds were used to finance various
public infrastructure improvements (the "Improvements") necessitated by the development of
the Harveston neighborhood in the City of Temecula, California (the "City").
Authority for Issuance
General. The District was formed on March 26, 2002 under the authority of the Mello -
Roos Community Facilities Act of 1982, as amended, commencing at Section 53311, et seq., of
the California Government Code (the "Act"), which was enacted by the California Legislature to
provide an alternative method of financing certain public capital facilities and services,
especially in developing areas of the State. The Act authorizes local governmental entities to
establish community facilities districts as legally constituted governmental entities within defined
boundaries, with the legislative body of the local applicable governmental entity acting on behalf
of the district. Subject to approval by at least a two-thirds vote of the votes cast by the qualified
electors within a district and compliance with the provisions of the Act, the legislative body may
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issue bonds for the community facilities district established by it and may levy and collect a
special tax within such district to repay such bonds.
Bond Authority. The 2016 Bonds are authorized to be issued pursuant to the Act,
Article 11 of Chapter 3 of Part 1 of Division 2 of the Government Code of the State of California
(the "Refunding Law"), Resolution No. adopted on October 25, 2016 by the Board of
Directors of the Authority (the "Board of Directors") acting as the legislative body of the District,
and the Fiscal Agent Agreement dated as of December 1, 2016 (the "Fiscal Agent
Agreement"), between the Authority, for and on behalf of the District, and U.S. Bank National
Association, as fiscal agent (the "Fiscal Agent").
For more detailed information about the formation of the District, the authority for
issuance of the Prior Bonds and the authority for issuance of the 2016 Bonds, see "THE
DISTRICT – History of the District."
The 2016 Bonds
General. The 2016 Bonds will be issued only as fully registered bonds, in denominations
of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will
mature on the dates and in the principal amounts set forth on the inside cover page of this
Official Statement. The 2016 Bonds will be dated the date of their issuance and interest on the
2016 Bonds, will be payable on March 1 and September 1 of each year (individually an
"Interest Payment Date"), commencing March 1, 2017. See "THE 2016 BONDS." The 2016
Bonds will be issued in book -entry form only and, when delivered, will be registered in the name
of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"),
which will act as securities depository for the 2016 Bonds. See "THE 2016 BONDS—General
Provisions."
Redemption Prior to Maturity. The 2016 Bonds are subject to optional redemption,
mandatory sinking payment redemption and mandatory redemption from Special Tax
prepayments prior to their respective maturities. See "THE 2016 BONDS – Redemption."
Security for the 2016 Bonds
Pledge Under the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement,
the 2016 Bonds are secured by a first pledge of all of the Special Tax Revenues (other than, in
each Fiscal Year, up to the first $17,000.00 of Special Tax Revenues that may be deposited into
the Administrative Expense Fund) and all moneys deposited in the Bond Fund, the Reserve
Fund and, until disbursed in accordance with the Fiscal Agent Agreement, in the Special Tax
Fund. "Special Tax Revenues," as defined in the Fiscal Agent Agreement, means the proceeds
of the Special Taxes (as defined below) received by the Authority, including any scheduled
payments and any prepayments thereof, interest and penalties 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, but does not include interest and penalties, if any, collected with the
Special Taxes that are in excess of the rate of interest payable on the Bonds. The Special Tax
Revenues and all moneys deposited into said funds (except as otherwise provided in the Fiscal
Agent Agreement) are dedicated to the payment of the principal of, and interest and any
premium on, the 2016 Bonds in accordance with the Fiscal Agent Agreement until all of the
2016 Bonds have been paid or defeased. See "SECURITY FOR THE 2016 BONDS—Special
Taxes" and Appendix B – "Rate and Method."
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Amounts in the Administrative Expense Fund and the Costs of Issuance Fund, each of
which is established under the Fiscal Agent Agreement, are neither pledged to nor available for
the repayment of the 2016 Bonds. Proceeds of the 2016 Bonds and other amounts deposited to
the Refunding Fund under the Escrow Agreement (see "PLAN OF REFUNDING – Redemption
of Prior Bonds") are not pledged to, and will not be available for, the payment of the 2016
Bonds.
Special Taxes; Rate and Method. The Special Taxes to be used to pay debt service on
the 2016 Bonds will continue to be levied in accordance with the Rate and Method of
Apportionment of Special Tax, as described under the heading "SECURITY FOR THE 2016
BONDS – Summary of Rate and Method" (the "Rate and Method"). "Special Taxes" as
defined in the Fiscal Agent Agreement and as such term is used in this Official Statement
means the Special Tax A (as defined in the Rate and Method) levied on the property within the
District not exempt from the Special Tax under the Rate and Method (the "Taxable Property")
pursuant to the methodology set forth in the Rate and Method and the Fiscal Agent Agreement.
The Rate and Method also allows for the levy of a Special Tax B to fund the costs of certain
municipal services authorized to be funded by the District, which Special Tax B is not pledged to
the payment of the 2016 Bonds. See "SECURITY FOR THE 2016 BONDS -Summary of Rate
and Method."
Limitations. The Improvements are not pledged as collateral for the 2016 Bonds. The
proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the
debt service on the 2016 Bonds. In the event that the Special Taxes are not paid when due, the
only sources of funds available to repay the 2016 Bonds are amounts held by the Fiscal Agent
under the Fiscal Agent Agreement in the Bond Fund and the Reserve Fund, amounts held by
the Authority under the Fiscal Agent Agreement in the Special Tax Fund, and the proceeds, if
any, from foreclosure sales of parcels with delinquent Special Taxes. See "SECURITY FOR
THE 2016 BONDS -General."
Reserve Fund
The Fiscal Agent Agreement establishes a Reserve Fund to be held by the Fiscal Agent
as a reserve for the payment of principal of and interest on the 2016 Bonds. The Reserve Fund
is required to be funded in an amount equal to the lesser of (i) Maximum Annual Debt Service
(excluding, for purposes of calculating Maximum Annual Debt Service, debt service on the 2016
Bonds for the Bond Year ending on September 1, 2017), (ii) 125% of average Annual Debt
Service, or (iii) 10% of the initial principal amount of the Bonds (the "Reserve Requirement").
The Reserve Fund will be available to pay debt service on the 2016 Bonds and any Parity
Bonds (as defined below), in the event that there is a shortfall in the amount in the Bond Fund to
pay such debt service. The Reserve Requirement as of the date of issuance of the 2016 Bonds
will be $ . See "SECURITY FOR THE 2016 BONDS—Reserve Fund."
The District
The District is located in the northwest portion of the City, and when formed in 2002
included approximately 510 gross acres of undeveloped property in an area of the City known
as "Harveston." Harveston is a master planned community that includes 1,617 single family
homes (including 162 attached townhomes and 1,455 detached homes), 415 apartment units on
two parcels, parcels for commercial development (including one improved with a Mercedes
dealership and one for which a building permit has been issued expected to be improved with
an Audi dealership), a community building known as the Harveston Center and two schools, all
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centered around a 17 acre lake and park. The property within the District is effectively built out,
with the last residential housing unit completed in 2013; however, there are a few remaining
undeveloped parcels currently zoned for commercial uses. See "THE DISTRICT—Location and
General Description of the District," "—Value -to -District Lien Ratio" and "—Major Land Owners"
for additional information regarding the District. On the 2016-17 County property tax roll, the
County Assessor valued the land and improvements in the District at $705,898,487. See "THE
DISTRICT—Assessed Property Values."
The value of individual parcels of the Taxable Property varies significantly. In addition,
County assessed values may not reflect current market values. No recent independent
appraisal of the Taxable Property has been conducted in connection with the 2016 Bonds, and
no assurance can be given that should Special Taxes levied on one or more of the parcels
become delinquent, and should the delinquent parcels be offered for sale at a judicial
foreclosure sale, that any bid would be received for the property or, if a bid is received, that such
bid would be sufficient to pay such parcel's delinquent Special Taxes. See "THE DISTRICT—
Value-to-District Lien Ratio – Value to District Lien Ratio Distribution," "SPECIAL RISK
FACTORS—Property Value" and "SPECIAL RISK FACTORS—Insufficiency of Special Taxes."
Limited Obligation
NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE
STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO
THE PAYMENT OF THE 2016 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER
TAXES ARE PLEDGED TO THE PAYMENT OF THE 2016 BONDS. THE 2016 BONDS ARE
NEITHER GENERAL NOR SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL
OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY
FOR THE DISTRICT PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR
UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS
OFFICIAL STATEMENT.
Issuance of Parity Bonds Only For Refunding Purposes
The Authority may issue additional bonded indebtedness for the District that is secured
by a lien on the Special Tax Revenues and on the funds pledged under the Fiscal Agent
Agreement for the payment of the 2016 Bonds on a parity with the 2016 Bonds ("Parity
Bonds"), but only for the purpose of refunding the 2016 Bonds or refunding any outstanding
Parity Bonds. See "SECURITY FOR THE 2016 BONDS – Issuance of Additional Bonds."
Bondowners' Risks
Certain events could affect the ability of the Authority to pay the principal of and interest
on the 2016 Bonds when due. Except for the Special Taxes, no other taxes are pledged to the
payment of the 2016 Bonds. See "SPECIAL RISK FACTORS" for a discussion of certain factors
that should be considered in evaluating an investment in the 2016 Bonds. The purchase of the
2016 Bonds involves significant risks, and the 2016 Bonds are not appropriate investments for
all types of investors.
Continuing Disclosure
For purposes of complying with Rule 15c2 -12(b)(5) promulgated under the Securities
Exchange Act of 1934, as amended (the "Rule"), the Authority has agreed to provide, or cause
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to be provided, to the Municipal Securities Rulemaking Board (the "MSRB") certain annual
financial information and operating data and notice of certain significant events. These
covenants have been made in order to assist the Underwriter in complying with the Rule. See
"CONTINUING DISCLOSURE" and Appendix E for a description of the specific nature of the
annual reports and notices of significant events, as well as the terms of the Continuing
Disclosure Agreement pursuant to which such reports and notices are to be made.
Application for Municipal Bond Insurance
The Authority has made application for bond insurance for all or selected maturities of
the 2016 Bonds. Should the Authority select a bond insurer, then the Authority will release such
information prior to the initial sale of the 2016 Bonds, and this Official Statement, including the
text hereof and the summary of principal legal documents appended hereto, will be revised to
reflect the terms of the commitment to issue any such policy.
Other Information
This Official Statement speaks only as of its date, and the information contained in this
Official Statement is subject to change without notice. Except where otherwise indicated, all
information contained in this Official Statement has been provided by the Authority on behalf of
the District.
Copies of the Fiscal Agent Agreement and certain other documents referenced in this
Official Statement are available for inspection at the office of, and (upon written request and
payment to the Authority of a charge for copying, mailing and handling) are available for delivery
from, the Director of Finance, City of Temecula, 41000 Main Street, Temecula, California
92589-9033.
PLAN OF REFUNDING
Redemption of Prior Bonds
Proceeds from the sale of the 2016 Bonds, together with certain funds ("Prior Funds")
held under the Fiscal Agent Agreement, dated as of September 1, 2006, pursuant to which the
Prior Bonds were issued (the "2006 Prior Agreement"), will be deposited in an escrow account
(the "Refunding Fund") held by U.S. Bank National Association, as escrow bank (the "Escrow
Bank") pursuant to an Escrow Agreement dated as of December 1, 2016, between the
Authority, for and on behalf of the District, and the Escrow Bank. Amounts in the Refunding
Fund will be invested in federal securities the principal of and interest on which, together with
any cash held in the Refunding Fund, will be sufficient to redeem the Prior Bonds in full on
March 1, 2017, at a redemption price of 100% of the principal amount thereof plus accrued
interest to the redemption date.
Upon the deposit of proceeds of the 2016 Bonds and the Prior Funds with the Escrow
Bank in accordance with the Escrow Agreement, the Prior Bonds will be legally defeased and
will no longer be entitled to the benefits of, or be secured by, the 2006 Prior Agreement or any
pledge of, or lien on, the Special Taxes levied on the Taxable Property in the District. Amounts
deposited in the Refunding Fund are not in any way available to pay debt service on the 2016
Bonds.
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Estimated Sources and Uses of Funds
follows:
The sources and uses of funds in connection with the 2016 Bonds are expected to be as
Principal amount of 2016 Bonds
Plus: Amounts relating to the Prior Bonds
Less: Underwriter's Discount
Total Sources $
Deposit to Refunding Fund()
Deposit to Reserve Fund(2)
Deposit to Costs of Issuance Fund(3)
Deposit to Improvement Fund@)
Total Uses $
(1) To be used to redeem the Prior Bond on March 1, 2017. See "PLAN OF REFUNDING—Redemption of Prior Bonds."
(2) Equal to the initial Reserve Requirement. See "SECURITY FOR THE 2016 BONDS—Reserve Fund."
(3) Costs of issuance include, without limitation, Fiscal Agent fees and expenses; Municipal Advisor fees and expenses;
Bond Counsel, Disclosure Counsel, City Attorney and other legal fees; Escrow Bank fees and expenses; verification
agent fees; rating agency fees; printing costs and other costs related to the issuance of the 2016 Bonds and the
redemption of the Prior Bonds.
THE 2016 BONDS
Authority for Issuance
Pursuant to the Act, on March 26, 2002, the Board of Directors adopted Resolution No.
TPFA 02-03 establishing the District ("Resolution of Formation"). Also on March 26, 2002, the
Board of Directors adopted Resolution No. TPFA 02-05 calling an election to authorize the
issuance of bonds and the levying of a special tax within the District. On March 26, 2002, the
election was held and the then two owners of the land within the District cast votes in the
election in favor of the issuance of up to $50,000,000 of bonded indebtedness to finance the
Improvements, and approved the Rate and Method, a copy of which as currently in effect is
attached to this Official Statement as Appendix B. On August 29, 2002, a series of special tax
bonds, in the amount of $17,300,000 (the "2002 Bonds") were issued by the Authority for the
District to provide funds to construct the Improvements and to extinguish a prior lien on the
property in the District, and on September 1, 2016 the Prior Bonds were issued to fully refund
the 2002 Bonds. See "THE DISTRICT—History of the District."
The 2016 Bonds are authorized to be issued pursuant to the Act, the Refunding Law,
Resolution No. TPFA 16- adopted on October 25, 2016, by the Board of Directors, acting
as the legislative body of the District, and the Fiscal Agent Agreement. The Special Taxes to be
used to pay debt service on the 2016 Bonds are being levied in accordance with the Rate and
Method.
General Provisions
The 2016 Bonds will be issued only as fully registered 2016 Bonds, in the denomination
of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will
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mature on the dates set forth on the inside cover page of this Official Statement. The 2016
Bonds will be dated the date of their issuance and interest will be payable on each Interest
Payment Date, commencing March 1, 2017.
Each 2016 Bond will bear interest from the Interest Payment Date next preceding the
date of authentication thereof, unless (a) it is authenticated on an Interest Payment Date, in
which event it will bear interest from such date of authentication, or (b) it is authenticated prior to
an Interest Payment Date and after the close of business on the Record Date preceding such
Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or
(c) it is authenticated on or before February 15, 2017, in which event it will bear interest from the
date of issuance of the 2016 Bonds; provided, however, that if, as of the date of authentication
of any 2016 Bond interest thereon is in default, such 2016 Bond will bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon. "Record Date" is defined in the Fiscal Agent Agreement as the fifteenth day of the
month next preceding the month of the applicable Interest Payment Date, whether or not such
fifteenth (15th) day is a Business Day.
The 2016 Bonds will be payable both as to principal and interest, and as to any premium
upon the redemption thereof, in lawful money of the United States of America. The principal of
the 2016 Bonds and any premium due upon the redemption thereof will be payable upon
presentation and surrender at the principal corporate trust office of the Fiscal Agent. Interest on
each 2016 Bond will be computed using a year of 360 days comprised of twelve 30 -day months.
The 2016 Bonds will be issued in book -entry form only and, when delivered, will be
registered in the name of Cede & Co., as nominee of DTC, which will act as securities
depository for the 2016 Bonds. Individual purchases of the 2016 Bonds will be made in book -
entry form only. Purchasers of the 2016 Bonds will not receive physical certificates representing
their ownership interests in the 2016 Bonds purchased. Principal and interest payments
represented by the 2016 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of
payments of principal and interest, DTC will in turn distribute such payments to the beneficial
owners of the 2016 Bonds. See Appendix F — "DTC and the Book -Entry Only System." So long
as the 2016 Bonds are registered in the name of Cede & Co., as nominee of DTC,
references in this Official Statement to the owners shall mean Cede & Co., and shall not
mean the purchasers or Beneficial Owners of the 2016 Bonds.
Redemption
Optional Redemption.* The 2016 Bonds maturing on or after September 1, , are
subject to optional redemption prior to their stated maturities on any Interest Payment Date
occurring on or after September 1, , as a whole or in part in an amount equal to $5,000 or
any integral multiple thereof, upon payment from any source of funds available for that purpose,
at a redemption price (expressed as a percentage of the principal amount of the 2016 Bonds to
be redeemed) as set forth below, together with accrued interest thereon to the date fixed for
redemption:
* Preliminary, subject to change.
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Redemption Dates Redemption Prices
any Interest Payment Date from September 1,
to and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment
Date thereafter
Mandatory Sinking Payment Redemption. The 2016 Bonds maturing on September 1,
2036, 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 table will be reduced as a result of any prior partial
redemption of the 2016 Bonds pursuant to the optional redemption or redemption from special
tax prepayments provisions of the Fiscal Agent Agreement, as specified in writing by the
Authority's Treasurer to the Fiscal Agent.
Mandatory Redemption From Special Tax Prepayments.* The 2016 Bonds are
subject to mandatory redemption prior to their stated maturity on any Interest Payment Date,
from the proceeds of Special Tax Prepayments and corresponding transfers of funds from the
Reserve Fund (as described below under "SECURITY FOR THE 2016 BONDS — Reserve
Fund"), as a whole or in part in an amount equal to $5,000 or any integral multiple thereof, at a
redemption price (expressed as a percentage of the principal amount of the 2016 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, 2017 103%
to and including March 1, 2024
September 1, 2024 and March 1, 2025 102
September 1, 2025 and March 1, 2026 101
September 1, 2026 and any Interest Payment 100
Date thereafter
Since the formation of the District of the parcels in the District have had their
Special Tax levies prepaid. No assurance can be given regarding possible future prepayments
of Special Taxes levied on the Taxable Property which, if they occur, will result in a redemption
* Preliminary, subject to change.
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to 2016 Bonds prior to their maturity. See "SECURITY FOR THE 2016 BONDS—Summary of
Rate and Method – Prepayment in Full," and "—Prepayment in Part."
Purchase of 2016 Bonds In Lieu of Redemption. In lieu of redemption as described
above, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding 2016 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase prior to the selection of 2016 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 2016 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 2016 Bonds were redeemed in accordance with
the Fiscal Agent Agreement.
Selection of 2016 Bonds for Redemption. Whenever provision is made in the Fiscal
Agent Agreement for the redemption of less than all of the 2016 Bonds (other than pursuant to
the mandatory sinking payment redemption provisions of the Fiscal Agent Agreement), the
Fiscal Agent will select the 2016 Bonds to be redeemed, from among the maturities of the 2016
Bonds or such given portion thereof not previously redeemed as directed by the Treasurer (who
shall specify 2016 Bonds to be redeemed so as to maintain substantially level debt service on
the Bonds), and within a maturity by lot in any manner which the Fiscal Agent deems
appropriate.
Notice of Redemption. The Fiscal Agent will cause notice of any redemption to be
mailed by first class mail, postage prepaid, or by such other means as is acceptable to the
recipient thereof, at least 30 days but not more than 60 days prior to the date fixed for
redemption, to the Securities Depositories and to one or more Information Services, and to the
respective registered Owners of any 2016 Bonds designated for redemption, at their addresses
appearing on the Bond registration books maintained by the Fiscal Agent; but such mailing is
not a condition precedent to redemption and failure to mail or to receive any such notice, or any
defect therein, will not affect the validity of the proceedings for the redemption of such 2016
Bonds. The redemption notice will state the redemption date and the redemption price and, if
less than all of the then Outstanding 2016 Bonds are to be called for redemption, will designate
the CUSIP numbers and, if applicable, Bond numbers of the 2016 Bonds to be redeemed by
giving the individual CUSIP number and, if applicable, Bond number of each Bond to be
redeemed or if Bond numbers have been assigned by the Fiscal Agent to the 2016 Bonds will
state that all 2016 Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the 2016 Bonds of one or more maturities have been called for
redemption, will state as to any Bond called in part the principal amount thereof to be redeemed,
and will require that such 2016 Bonds be then surrendered at the Principal Office of the Fiscal
Agent for redemption at the said redemption price, and will state that further interest on such
2016 Bonds will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any redemption of the 2016 Bonds
pursuant to the redemption provisions described above under "– Optional Redemption" the
notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the 2016 Bonds on the anticipated redemption date, and
that the redemption will not occur if by no later than the scheduled redemption date sufficient
moneys to redeem the 2016 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 2016 Bonds to be redeemed, the Fiscal Agent will send written notice to the owners
of the 2016 Bonds, to the Securities Depositories and to one or more of the Information
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Services to the effect that the redemption did not occur as anticipated, and the 2016 Bonds for
which notice of redemption was given will remain Outstanding for all purposes of the Fiscal
Agent Agreement.
Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the principal of, and interest and any premium on, the 2016 Bonds so called
for redemption have been deposited in the Bond Fund, such 2016 Bonds so called will cease to
be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive
payment of the redemption price, and no interest will accrue thereon on or after the redemption
date specified in such notice.
Tender of 2016 Bonds in Payment of Special Taxes. The Authority has covenanted
in the Fiscal Agent Agreement not to permit the tender of 2016 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 2016 Bonds that will remain Outstanding following such tender.
Transfer or Exchange of 2016 Bonds
So long as the 2016 Bonds are registered in the name of Cede & Co., as nominee of
DTC, transfers and exchanges of 2016 Bonds shall be made in accordance with DTC
procedures. See Appendix F — "DTC and the Book -Entry Only System." If the book -entry only
system for the 2016 Bonds is ever discontinued, any 2016 Bond may, in accordance with its
terms, be transferred or exchanged by the person in whose name it is registered, in person or
by his duly authorized attorney, upon surrender of such 2016 Bond for cancellation,
accompanied by delivery of a duly written instrument of transfer in a form acceptable to the
Fiscal Agent. Whenever any 2016 Bond or 2016 Bonds are surrendered for transfer or
exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new
2016 Bond or 2016 Bonds, for a like aggregate principal amount of 2016 Bonds of authorized
denominations and of the same maturity. The Fiscal Agent will collect from the Owner
requesting such transfer any tax or other governmental charge required to be paid with respect
to such transfer or exchange.
No transfers or exchanges of 2016 Bonds will be required to be made (i) within the 15
days prior to the date designated by the Fiscal Agent as the date for selecting 2016 Bonds for
redemption, (ii) with respect to any 2016 Bond after such 2016 Bond has been selected for
redemption, or (iii) between a Record Date and the succeeding Interest Payment Date.
Discontinuance of DTC Services
DTC may determine to discontinue providing its services with respect to the 2016 Bonds
by giving written notice to the Fiscal Agent during any time that the 2016 Bonds are
Outstanding, and discharging its responsibilities with respect to the 2016 Bonds under
applicable law. The Authority may terminate the services of DTC with respect to the 2016
Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the
2016 Bonds or that continuation of the system of book -entry transfers through DTC is not in the
best interest of the Beneficial Owners. The Authority will mail any such notice of termination to
the Fiscal Agent.
Upon the termination of the services of DTC as provided in the previous paragraph, and
if no substitute Depository willing to undertake the functions can be found which is willing and
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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 2016 Bonds that they
obtain certificated Bonds, the 2016 Bonds will no longer be restricted to being registered in the
Registration Books of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may
be registered in whatever name or names the Owners designate at that time, in accordance with
the Fiscal Agent Agreement.
To the extent that the Beneficial Owners are designated as the transferees by the
Owners, the 2016 Bonds will be delivered to such Beneficial Owners as soon as practicable in
accordance with the Fiscal Agent Agreement.
Scheduled Debt Service
The following table shows the annual scheduled debt service on the 2016 Bonds,
assuming no optional redemption of the 2016 Bonds and no redemption of the 2016 Bonds from
Special Tax Prepayments:
Bond Year
ending Annual Debt
September 1 Principal Interest Service
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Totals
General
SECURITY FOR THE 2016 BONDS
Pursuant to the Fiscal Agent Agreement, the 2016 Bonds are secured by a first pledge
of all of the Special Tax Revenues (other than, each Fiscal Year, a maximum of $17,000.00 of
Special Tax Revenues that may be deposited to the Administrative Expense Fund on a priority
basis), and all moneys deposited in the Bond Fund (including the Special Tax Prepayments
Account therein), the Reserve Fund and, until disbursed in accordance with the Fiscal Agent
Agreement, the Special Tax Fund. Special Tax Revenues do not include penalties, if any,
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collected in respect of delinquent Special Taxes. The Special Tax Revenues and all moneys
deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement) are
dedicated to the payment of the principal of, and interest and any premium on, the 2016 Bonds
in accordance with the Fiscal Agent Agreement until all of the 2016 Bonds have been paid or
defeased.
Amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the
Refunding Fund, and up to $17,000.00 of the first Special Tax Revenues collected in any Fiscal
Year that may be deposited to the Administrative Expense Fund on a priority basis, are not
pledged to the repayment of the 2016 Bonds. The Improvements are not pledged as collateral
for the 2016 Bonds. The proceeds of condemnation or destruction of any of the Improvements
are not pledged to pay the Debt Service on the 2016 Bonds.
Limited Obligation
The 2016 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 the
Special Tax Fund created pursuant to the Fiscal Agent Agreement. In the event that the Special
Taxes are not paid when due, the only sources of funds available to repay the 2016 Bonds are
amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the
Reserve Fund and the Special Tax Fund, and the proceeds, if any, from foreclosure sales of
parcels with delinquent Special Tax levies.
Special Taxes
In accordance with the provisions of the Act, the Rate and Method was approved in 2002
by the then two owners of the property in the District. The Rate and Method is set forth in its
entirety in Appendix B. Under the Fiscal Agent Agreement, the Authority is obligated to fix and
levy the amount of Special Taxes within the District required for the timely payment of principal
of and interest on the outstanding 2016 Bonds becoming due and payable, including any
necessary replenishment of the Reserve Fund and an amount estimated to be sufficient to pay
the Administrative Expenses, taking into account any prepayments of Special Taxes previously
received by the Authority. The Special Taxes levied on any parcel of Taxable Property may not
in any event exceed the maximum amount as provided in the Rate and Method and the Act.
The Special Taxes are payable and are to be collected in the same manner, at the same
time and in the same installment as County ad valorem taxes on property levied on the secured
tax roll are payable, and pursuant to the Act have the same priority, become delinquent at the
same times and in the same proportionate amounts and bear the same proportionate penalties
and interest after delinquency as do the taxes levied on the County secured tax roll.
Notwithstanding the foregoing, the Special Taxes may be collected in certain circumstances by
means of direct billing of the owners of Taxable Property.
Although the Special Taxes will constitute a lien on taxed parcels within the District, they
do not constitute a personal indebtedness of the owners of the property within the District.
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the
Special Tax on a parcel of Taxable Property, the Authority may order the institution of a superior
court action to foreclose the lien on the parcel of Taxable Property within specified time limits. In
such an action, the real property subject to the unpaid amount of the Special Tax lien may be
sold at judicial foreclosure sale. The Act provides that the Special Taxes are secured by a
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continuing lien that is subject to the same lien priority in the case of delinquency as ad valorem
property taxes. See "SECURITY FOR THE 2016 BONDS—Summary of Rate and Method," and
"—Covenant for Superior Court Foreclosure" and "SPECIAL RISK FACTORS—Parity Taxes
and Special Assessments."
The property located within the District is subject to other liens for taxes and
assessments, and other such liens could come into existence in the future. See "SPECIAL RISK
FACTORS—Parity Taxes and Special Assessments." There is no assurance that any owner of
a parcel subject to the Special Tax levy will be financially able to pay the annual Special Taxes
or that it will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS."
For historic information regarding assessed valuations and the payment of, and
delinquencies with respect to, Special Taxes in the District, see "THE DISTRICT -Assessed
Property Values," and "-Special Tax Delinquencies."
Special Tax Fund
Deposit of Special Tax Revenues. The Fiscal Agent Agreement establishes a Special
Tax Fund to be held by the Fiscal Agent. Under the Fiscal Agent Agreement, the Authority is
obligated to transfer or cause to be transferred to the Fiscal Agent, for deposit by the Fiscal
Agent in the Special Tax Fund, as soon as practicable following receipt, all Special Tax
Revenues received by the Authority.
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, $17,000.00) will be
deposited by the Treasurer in the Administrative Expense Fund;
(ii) any Special Tax Revenues constituting the collection of delinquencies in
payment of Special Taxes will be separately identified by the Treasurer and will be
disposed of by the Fiscal Agent first, by transfer to the Bond Fund to pay any past due
debt service on the Bonds; second, by transfer to the Reserve Fund to the extent
needed to increase the amount then on deposit in the Reserve Fund to the then Reserve
Requirement; third, by transfer to the Administrative Expense Fund to the extent that
amounts in such fund were used to pay costs related to the collection of such
delinquencies; and fourth, to be held in the Special Tax Fund and used for its purposes;
and
(iii) any proceeds of Special Tax Prepayments will be remitted by the
Treasurer to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax
Prepayments Account and used to redeem Bonds.
Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the
Authority and the Owners of the Bonds, will be disbursed as provided below and, pending any
disbursement, will be subject to a lien in favor of the Owners of the Bonds and the Authority.
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Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from
the Special Tax Fund and transfer the following amounts in the following order of priority:
(i) to the Bond Fund an amount, taking into account any amounts then on
deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement
from the 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, 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 direct the Fiscal Agent to transfer any amount in the Special Tax Fund in excess
of the amount needed to make such transfers to the Bond Fund and the Reserve Fund (i) to the
Treasurer for deposit by the Treasurer in the Administrative Expense Fund, from time to time, if
monies are needed to pay Administrative Expenses in excess of the amount then on deposit in
the Administrative Expense Fund; (ii) to the Authority or to such other entity as the Treasurer
may direct for deposit to a fund or account established to pay debt service on or administrative
expenses with respect to any bonds or other debt secured by a pledge of Special Tax Revenues
subordinate to the pledge thereof under the Fiscal Agent Agreement; or (iii) to such other fund
or account established by the Authority to be used for any lawful purpose under the Act and
otherwise in accordance with the provisions of the Rate and Method.
Summary of Rate and Method
Special Tax Formula - Calculation of Annual Special Tax. The Rate and Method is
used to allocate the amount of the Special Tax that is needed to be collected each fiscal year
among the Taxable Properties within the District, based upon the development status of the
Taxable Property and its size, subject to a maximum tax rate that may be levied against each
class of Taxable Property. The Rate and Method is set forth in full in Appendix B, and the
following is a summary of the Rate and Method. Capitalized terms used, but not otherwise
defined, in this section have the meanings given to them in the Rate and Method.
The Special Taxes were first levied on property in the District in Fiscal Year 2002-03,
and have been so levied each Fiscal Year since then. See "THE DISTRICT—Special Tax
Delinquencies" for a history of Special Tax levies and collections. The Rate and Method
provides that the Annual Special Tax may continue to be levied for a period not to exceed fifty
Fiscal Years, commencing with Fiscal Year 2002-03.
Special Tax A Requirement. Annually, at the time of levying the Special Tax, the
Authority, with the assistance of a special tax administrator (currently Albert A. Webb
Associates), determines the amount of money to be collected from Taxable Property in the
District required to satisfy the Special Tax A Requirement for the next Fiscal Year (the "Special
Tax Requirement"), which will be the amount required in any Fiscal Year (a) to pay the
following: (i) annual debt service on all outstanding Fixed Rate Bonds due in the calendar year
which commences in such Fiscal Year; (ii) annual debt service on all Variable Rate Bonds due
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in the calendar year that commences in such Fiscal Year, with certain assumptions as to
interest rates for any such Bonds, (iii) periodic cost on the Bonds, including, but not limited to,
the costs of credit enhancement, liquidity support and rebate payments on the Bonds; (iv) the
Administrative Expenses; (v) any amount required to establish or replenish any reserve funds
for the Bonds; and less (b) available funds as determined by the CFD Administrator. There are
no Variable Rate Bonds outstanding, and the requirements for Parity Bonds do not allow for the
issuance of any Variable Rate Bonds.
In addition to the Special Tax A Requirement, the Authority will determine each year the
amount of money to be collected from Taxable Property in the District to pay the "Special Tax B
Requirement." "Special Tax B Requirement" means that amount required in any Fiscal Year for
the District to pay the estimated costs of providing services, including the salaries of City staff
related to, and a proportionate share of City overhead costs for the maintenance of the
approximately 7.5 acres of landscaped parkland and the approximately 8.5 acres of lake
property located in the Harveston neighborhood in an amount not to exceed $214,651.63 for
Fiscal Year 2006-07, increasing by 1 %each Fiscal Year thereafter. However, the "Special
Taxes" as referred to in this Official Statement include only the Special Tax A and not the
Special Tax B, and moneys derived from the levy of Special Tax B do not constitute Special
Taxes for purposes of the Fiscal Agent Agreement and will not be available for, and are not
pledged to, the payment of the Bonds.
Developed and Undeveloped Property. The Rate and Method provides that for each
Fiscal Year, all Parcels of Taxable Property within the District be classified as either Taxable
Property or Exempt Property. Taxable Property is further classified as Residential Property,
Non- Residential Property, Taxable Property Owner's Association Property, or Taxable Public
Property. Residential Property and Non -Residential Property are further classified as Developed
Property and Undeveloped Property. "Developed Property" means all Parcels of Taxable
Property for which a Final Map was recorded as of the January 1 and a building permit for new
construction was issued as of the April 1 preceding the Fiscal Year in which the Special Tax is
being levied, exclusive of Property Owner's Association Property and Public Property.
"Undeveloped Property" means all Taxable Property not classified as Developed Property,
exclusive of Property Owner's Association Property and Public Property.
The Taxable Property in the District includes 1,736 separate County Assessor's Parcels,
of which 1,624 are projected to be classified as Developed Property for Fiscal Year 2017-18. Of
the 1,624 Parcels of Developed Property, 1,617 will be classified as Single Family Property, 2
will be classified as Apartment Property, 1 will be classified as Service Commercial Property
and 4 will be classified as Other Non -Residential Property. There are 91 parcels of Taxable
Property Owner Association Property and 21 undeveloped Parcels of Service Commercial
Property, none of which are expected to have a Special Tax levy for Fiscal Year 2017-18 in the
District.
Maximum Special Tax. The Maximum Special Tax for each Parcel of Developed
Property is the greater of the Assigned Special Tax A or the Backup Special Tax A. The
Assigned Special Tax A for Developed Single Family Property ranges from $483 to $1,574 per
residential dwelling unit based on the Residential Floor Area of the Residential Property, and the
Assigned Special Tax A for Apartment Property is $200 per unit. See Table 1 in Appendix B —
"Rate and Method" for a listing of the Assigned Annual Special Tax rates for various categories
of Developed Property. The Acreage Special Tax rates for Service Commercial Property is
$1,960 per Acre, and for Other Non -Residential Property is $6,126 per Acre. The Backup
Special Tax A for Developed Property in each Fiscal Year is $6,126 per Acre for Residential
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Property and Other Non -Residential Property, and $1,960 per Acre for Service Commercial
Property. The Maximum Special Tax is not subject to any annual escalation. See "Projected
Fiscal Year 2017-18 Special Tax Levy" below for the current classification of the Taxable
Parcels in the District (based on their status as of April 1, 2016), and APPENDIX B — "Rate and
Method" for a listing of the tax classifications and tax rates in the District.
Method of Apportionment. The Rate and Method provides that for each Fiscal Year the
CFD Administrator shall levy the Special Tax on all Taxable Property to fund the Special Tax
Requirement as follows:
First: The Special Tax shall be levied Proportionately on each Parcel of
Developed Property, up to 100% of the applicable Assigned Special Tax A;
Second: If additional Special Taxes are needed after the first step, the Special
Tax shall be levied Proportionately on each Parcel of Undeveloped Property that is
Service Commercial Property at up to $1,960 per Acre and Proportionately on each
Assessor's Parcel of Other Undeveloped Property at up to $3,212 per Acre;
Third: If additional monies 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 Assessor's Parcel of Other Undeveloped Property at up to
$6,961 per Acre;
Fourth: If additional monies are needed to satisfy the Special Tax Requirement
after the first three steps have been completed, then the levy of the Special Tax on each
Assessor's Parcel of Developed Property whose Maximum Special Tax A is determined
through the application of the Backup Special Tax A shall be increased Proportionately
from the Assigned Special Tax A up to the Maximum Special Tax A for each such
Assessor's Parcel;
Fifth: If additional monies are needed to satisfy the Special Tax A Requirement
after the first four steps have been completed, then the Special Tax A shall be levied
Proportionately on each Assessor's Parcel of Taxable Property Owner Association
Property up to the Maximum Special Tax A for Taxable Property Owner Association
Property; and
Sixth: If additional monies are needed to satisfy the Special Tax A Requirement
after the first five steps have been completed, then the Special Tax A shall be levied
Proportionately on each Assessor's Parcel of Taxable Public Property up to the
Maximum Special Tax A for Taxable Public Property.
Notwithstanding the above, Section 53321 of the Act requires, and the Rate and Method
effectively provides, that under no circumstances will the Special Taxes levied in any Fiscal
Year against any Parcel of Residential Property be increased as a consequence of delinquency
or default by the owner or owners of any other Parcel or Parcels within the District by more than
ten percent (10%) above the amount that would have been levied in that Fiscal Year had there
never been any such delinquencies or defaults. In addition, the Rate and Method provides that
under no circumstances will the Acreage Special Tax be levied against Parcels of Developed
Residential Property if the Special Taxes which may be levied pursuant to the first and second
steps above are equal to or greater than the sum of estimated Administrative Expenses and one
hundred ten percent (110%) of the then maximum annual debt service for outstanding Bonds.
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It is expected that the Special Tax Requirement for the 2017-18 Fiscal Year, and for all
succeeding Fiscal Years, will be satisfied by the First and Second steps identified above, with
the levy required as described in steps Third through Sixth for such Fiscal Year.
Prepayments of Special Taxes. The Special Tax A Annual Special Tax obligation for an
Assessor's Parcel of Developed Property, Update Property (i.e., an Assessor's Parcel of
Undeveloped Property for which a building permit has been issued but which has not yet been
classified as Developed Property, Taxable Property, Owner -Association Property or Taxable
Public Property or Undeveloped Property that is Service commercial Property) may in certain
circumstances be prepaid in whole or in part, provided that there are no delinquent Special
Taxes, penalties, or interest charges outstanding with respect to such Assessor's Parcel at the
time the Annual Special Tax obligation would be prepaid. The Prepayment Amount for an
applicable Assessor's parcel is calculated based on Bond Redemption Amounts and other
costs, all as specified in APPENDIX B – "Rate and Method – Section J." Any such prepayment
after the issuance of the 2016 Bonds will result in a redemption of 2016 Bonds prior to maturity.
See "THE 2016 BONDS—Redemption – Mandatory Redemption From Special Tax
Prepayments." In addition, the Act authorizes a public agency which acquires property subject
to the Special Tax to prepay the Special Tax so long as the Authority determines the
prepayment arrangement will fully protect the interests of the owners of the Bonds.
Prepayment in Part. The Maximum Special Tax on a Parcel of Developed Residential
Property, Non -Residential Property, or Taxable Property Owner's Association Property may be
partially prepaid to allow redemption of 2016 Bonds in increments of $5,000. The amount of any
such partial prepayment will be calculated pursuant to the Rate and Method. Since the
formation of the District, there have been no partial prepayments of the Maximum Special Tax
for Parcels in the District.
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Projected Fiscal Year 2017-18 Special Tax Levy. Table 1 below sets forth the Land
Use classifications of the Parcels in the District that are Taxable Property for Fiscal Year 2016-
17 (based on their status as of April 1, 2016), and their respective portion of projected Special
Tax levy for Fiscal Year 2017-18. The Table also shows the aggregate Maximum Special Tax
that may be levied under the Rate and Method based on the parcels in each land use class, and
the projected Fiscal Year 2017-18 Special Tax levy as a percentage of the Fiscal Year 2017-18
Maximum Special Tax.
Land Use
Table 1
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Land Use Classifications and Projected Fiscal Year 2017-18
Special Tax Levy for Taxable Property
Tax Class
Residential Floor Area
Projected
FY 2017-18
Projected Total Special Tax
Fiscal Year Projected Aggregate as
Assigned 2017-18 Fiscal Year Maximum Percentage
No. of Special Tax Special Tax 2017-18 Special Tax of
Units/ Per Unit/ Per Unit/ Special Percent for FY Maximum
Acres Acre Acre(1) Tax Levy(2) of Total 2017-18(3) Tax(3),(4)
Residential
Residential
Residential
Residential
Residential
Residential
Commercial
Non -Residential
Totals
D1
D2
D3
D4
D5
Apt
Sry Comm
Non -Res
3,050 sq. ft. or greater
2,650 sq. ft. to 3,049 sq. ft.
2,250 sq. ft. to 2,649 sq. ft.
1,850 sq. ft. to 2,249 sq. ft.
1,849 sq. ft. or less
N/A
N/A
N/A
297 $1,574 $ 817 $242,632 25.41% $468,835 51.76%
182 1,280 664 120,911 12.66 237,806 50.84
300 1,146 595 178,440 18.69 348,883 51.15
617 892 463 285,651 29.91 555,027 51.47
221 483 251 55,402 5.80 109,929 50.40
415 200 104 43,079 4.51 116,483 36.98
14.78 1,960 1,017 15,035 1.57 28,969 51.90
4.35 6,126 3,180 13,831 1.45 26,648 51.90
$954,981 100.00% $1,892,580
(1) Based on Total Projected Fiscal Year 2017-18 Special Tax Levy. Preliminary, subject to change.
(2) Based on the expected annual debt service for the 2016 Bonds, as projected by Stifel, Nicolaus & Company
Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in
addition to the estimated scheduled debt service on the 2016 Bonds, $17,000 for Administrative Expenses. Preliminary,
subject to change.
Note that both the Act and the Rate and Method effectively provide that under no circumstances will the Special Taxes
levied against any Parcel used as a private residence be increased in any Fiscal Year as a consequence of
delinquency or default by the owner of any other Parcel or Parcels within the District by more than ten percent (10%)
above the amount that would have been levied in that Fiscal Year had there been no such delinquencies or defaults.
(4) Preliminary, subject to change.
Source: Albert A. Webb Associates.
(3)
Reserve Fund
The Fiscal Agent Agreement establishes a debt service reserve fund (the "Reserve
Fund") as a separate fund to be held by the Fiscal Agent for the benefit of the Owners of the
Bonds (the 2016 Bonds and any Parity Bonds), as a reserve for the payment of principal of, and
interest and any premium on, the Bonds. Moneys in the Reserve Fund are subject to a lien in
favor of the Owners of the Bonds. The Reserve Fund is required by the Fiscal Agent Agreement
to be maintained in an amount equal to the Reserve Requirement, which is defined in the Fiscal
Agent Agreement, as of any date of calculation, as an amount equal to the lesser of (i) the then
Maximum Annual Debt Service (excluding, for purposes of calculating Maximum Annual Debt
Service, debt service on the 2016 Bonds for the Bond Year ending on September 1, 2017), , (ii)
125% of the then average Annual Debt Service, or (iii) 10% of the initial principal amount of the
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Bonds issued under the Fiscal Agent Agreement. The Reserve Requirement as of the date of
issuance of the 2016 Bonds will be $
Except as otherwise provided in the Fiscal Agent Agreement (with respect to the use of
moneys in the Reserve Fund in connection with prepayments of Special Taxes, for the payment
of any rebate liability due to the federal government, and the use of moneys in excess of the
Reserve Requirement to pay debt service on the Bonds), all amounts deposited in the Reserve
Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers
to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then
required for payment of the principal of, and interest and any premium on, the Bonds. See
Appendix C — "Summary of Fiscal Agent Agreement — Reserve Fund."
Whenever the balance in the Reserve Fund equals or exceeds the amount required to
redeem or pay all of the Outstanding Bonds, including interest accrued to the date of payment
or redemption and premium, if any, due upon redemption, the Fiscal Agent will transfer the
amount in the Reserve Fund to the Bond Fund to be used for the payment and redemption of all
of the Outstanding Bonds. In the event that the amount transferred from the Reserve Fund to
the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the
balance in the Reserve Fund will be retained by the Authority, free of any encumbrance by the
Fiscal Agent Agreement, to be used for any lawful purpose under the Act. Notwithstanding the
foregoing, no amounts will be transferred from the Reserve Fund until after (i) amounts in the
Reserve Fund are withdrawn for purposes of making payment to the federal government in
accordance with the Fiscal Agent Agreement, and (ii) payment of any fees and expenses due to
the Fiscal Agent. See Appendix C — "Summary of Fiscal Agent Agreement — Reserve Fund."
Covenant for Superior Court Foreclosure
Foreclosure Under the Act. Pursuant to Section 53356.1 of the Act, in the event of any
delinquency in the payment of the Special Tax on the taxed parcel, the Authority may order the
institution of a superior court action to foreclose the lien on the taxed parcel within specified time
limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien
may be sold at judicial foreclosure sale.
Authority Foreclosure Covenant. The Authority has covenanted for the benefit of the
Bondowners that the Treasurer will determine on or about June 15 of each year whether or not
all Special Taxes levied in the prior Fiscal Year have been received by the Authority and,
consequently, whether any deficiencies in payment of Special Taxes exist. The Fiscal Agent
Agreement provides that, following such determination: (A) if, as of any June 15, the Treasurer
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 $5,000 or more, the Treasurer will send
or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to
the property owner, and (if the delinquency remains uncured) foreclosure proceedings shall be
commenced by the Authority against the delinquent parcel within 90 days of the sending of such
notice; and (B) if the Treasurer determines that, as of any June 15, the total amount of
delinquent Special Tax for the then current Fiscal Year for the entire District (including the total
of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and
payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be
notified property owners who are then delinquent in the payment of Special Taxes (and demand
immediate payment of the delinquency), and the Authority shall commence foreclosure
proceedings within 90 days after the notices of delinquency have been sent.
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Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of
delinquency or foreclosure action if (i) the amount in the Reserve Fund is at least equal to the
Reserve Requirement, and (ii) the amounts then on deposit in the Special Tax Fund and the
Bond Fund are sufficient to pay the scheduled debt service due on the Bonds on the succeeding
September 1 and March 1 without the need for any draw on the Reserve Fund. See Appendix
C – "Summary of the Fiscal Agent Agreement."
No assurance can be given as to the time necessary to complete any foreclosure sale or
that any foreclosure sale will be successful. The Authority is not required to be a bidder at any
foreclosure sale and does not intend to be such a bidder.
Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays.
No assurances can be given that the real property subject to a judicial foreclosure sale will be
sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax
installment. Subject to the maximum rates, the Rate and Method is designed to generate from
all non-exempt property within the District the current year's debt service, administrative
expenses, and replenishment of the Reserve Fund to the Reserve Requirement, including an
amount reflecting the prior year's delinquencies. However, if foreclosure proceedings are
necessary, and the Reserve Fund has been depleted, there could be a delay in payments to
owners of the 2016 Bonds pending prosecution of the foreclosure proceedings and receipt by
the Authority of the proceeds of the foreclosure sale.
Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the
Act be sold for not less than the amount of judgment in the foreclosure action, plus post-
judgment interest and authorized costs, unless the consent of the owners of 75% of the
outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the Authority, as
judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid,"
where the Authority could submit a bid crediting all or part of the amount required to satisfy the
judgment for the delinquent amount of the Special Tax. If the Authority becomes the purchaser
under a credit bid, the Authority must pay the amount of its credit bid into the redemption fund
established for the 2016 Bonds, but this payment may be made up to 24 months after the date
of the foreclosure sale. Neither the Act nor the Fiscal Agent Agreement requires the Authority to
purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other
purchaser at such sale, and the Authority has no intent to be such a purchaser.
The Authority will levy the Special Tax to pay the current year's debt service and related
administrative expenses and to replenish the Reserve Fund to the Reserve Requirement,
subject to Maximum Special Tax rates. However, in the event such superior court foreclosure
proceedings are necessary, and if the Reserve Fund is depleted, there could be a delay in
payments of principal of and interest on the 2016 Bonds pending prosecution of the foreclosure
proceedings and receipt by the Authority of the proceeds of the foreclosure sale. See "SPECIAL
RISK FACTORS—Bankruptcy Delays" and "—Proceeds of Foreclosure Sales."
No Teeter Plan
Collection of the Special Taxes is not subject to the "Alternative Method of Distribution of
Tax Levies and Collections and of Tax Sale Proceeds," as provided for in Section 4701 et seq.
of the California Revenue and Taxation Code (known as the "Teeter Plan"). Accordingly,
collections of Special Taxes will reflect actual delinquencies, if any.
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Investment of Moneys
Except as otherwise provided in the Fiscal Agent Agreement, all moneys in any of the
funds or accounts established pursuant to the Fiscal Agent Agreement will be invested by the
Fiscal Agent solely in Permitted Investments, as directed by the Authority. See Appendix C —
"Summary of the Fiscal Agent Agreement" for a definition of "Permitted Investments" and for
additional provisions regarding the investment of funds held under the Fiscal Agent Agreement.
Issuance of Additional Bonds
Parity Bonds. The Fiscal Agent Agreement does not authorize the Authority to issue
any additional "new money" bonds for the District on a parity with the 2016 Bonds, but it does
authorize the Authority to issue one or more series of "Refunding Bonds" secured and payable
on a parity under the Fiscal Agent Agreement with the 2016 Bonds. The Fiscal Agent
Agreement defines Refunding Bonds as bonds issued by the Authority for the District the net
proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided
that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt
service on the Bonds being refunded, and the final maturity of the Refunding Bonds is not later
than the final maturity of the Bonds being refunded.
Subject to meeting the conditions summarized below, Refunding Bonds will be "Parity
Bonds" that will be secured by a lien on the Special Tax Revenues and funds pledged for the
payment of the Bonds under the Fiscal Agreement on a parity with all other Bonds Outstanding
under the Fiscal Agreement; the Fiscal Agreement defines "Bonds" as the 2016 Bonds and any
Parity Bonds.
The Authority may issue the Parity Bonds subject to the following specific conditions
precedent, among others set forth in the Fiscal Agent Agreement:
(A) Current Compliance; Refunding Bonds. The Authority must be in
compliance in all material respects on the date of issuance of the Parity Bonds with all
covenants set forth in the Fiscal Agent Agreement and all Supplemental Agreements,
and the principal amount of the Parity Bonds must not cause the Authority to exceed the
maximum authorized indebtedness of the District under the provisions of the Act. The
Parity Bonds must in any event be Refunding Bonds and may not be Variable Rate
Bonds.
(B) Payment Dates. The interest on the Parity Bonds must be payable on
March 1 and September 1, and principal of the Parity Bonds must be payable on
September 1 in any year in which principal is payable (provided that there is no
requirement that any Parity Bonds pay interest on a current basis).
(C) Reserve Fund Deposit. There must be a deposit to the Reserve Fund (or
to a separate account created for such purpose) in an amount necessary so that the
amount on deposit in the Reserve Fund (together with the amount in any such separate
account), following the issuance of such Parity Bonds, is at least equal to the Reserve
Requirement.
(D) Officer's Certificate. The Authority must certify to the Fiscal Agent that
the proposed issue of Parity Bonds constitutes Refunding Bonds, and that the conditions
for the issuance of Parity Bonds in the Fiscal Agent Agreement have been met.
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Subordinate Bonds. Nothing in the provisions described above will prohibit the
Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax
Revenues subordinate to the pledge of the Special Tax Revenues under the Fiscal Agent
Agreement.
THE DISTRICT
Location and General Description of the District
The District is located in the northwest portion of the City, and when formed in 2002
included approximately 510 gross acres of undeveloped property in an area of the City known
as "Harveston." Harveston is a master planned community that includes 1,617 single family
homes (including 162 attached townhomes and 1,455 detached homes), 415 apartment units on
two parcels, parcels for commercial development (including one improved with a Mercedes
dealership and one for which a building permit has been issued expected to be improved with
an Audi dealership), a community building known as the Harveston Center, and two schools, all
centered around a 17 acre lake and park. The property within the District is effectively built out,
with the last residential housing unit completed in 2013; however, there are few remaining
undeveloped parcels currently zoned for commercial use.
City.
The following page contains an aerial photo of the District, showing its location within the
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G:\2016\16-0260\GIS \CFD01-2.mxd; Map created 05 Oct 2016
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
LOCATION MAP
0
4,000 8,000
1 1
I Feet
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LOCATION MAP
CFD 01-2 (Harveston)
ALBER T A.
e
WEBB
ASSOCIATES
History of the District
The District was formed under the provisions of the Act by the Board of Directors of the
Authority, acting as the legislative body of the District, on March 26, 2002, in order to finance
public infrastructure improvements necessitated by the Roripaugh Ranch development. See
"The Improvements" below.
On August 29, 2002, the 2002 Bonds, in the initial principal amount of $17,300,000,
were issued by the Authority for the District to provide funds to construct the Improvements and
to extinguish a prior lien on the property in the District, and on September 1, 2016 the Prior
Bonds were issued to fully refund the 2002 Bonds.
Pursuant to proceedings conducted under the Act, on November 25, 2003, the Authority
adopted Resolution No. TPFA 03-27 forming the Authority's Community Facilities District No.
03-06 (Harveston II) ("CFD 03-06") in order to provide funding for additional public
improvements necessitated by the development of the Harveston neighborhood. On September
9, 2004, the Authority issued, for CFD 03-06, $4,895,000 initial principal amount of special tax
bonds (the "CFD 03-06 2004 Bonds"), the net proceeds of which were used to finance costs of
such additional improvements. On August 15, 2012, the Authority issued, for CFD 03-06,
$4,400,000 initial principal amount of special tax bonds (the "CFD 03-06 2012 Bonds"), the net
proceeds of which were used to redeem all of the outstanding CFD 03-06 2004 Bonds on
September 1, 2012. 1,257 of the 1,624 County Assessor's parcels of Taxable Property in the
District for Fiscal Year 2017-18 are also located in CFD 03-06 and will be subject to a levy of
special taxes, in addition to the Special Taxes and Special Tax B levied for the District, to pay
the debt service on the CFD 03-06 2012 Bonds and administrative expenses of CFD 03-06.
See "THE DISTRICT—Direct and Overlapping Governmental Obligations."
In connection with the formation of the District, the Authority entered into two joint
community facilities agreements related to some of the Improvements, including such
agreements with the City and the State of California Department of Transportation. Those
agreements generally provide that the respective public agency counter parties to the
agreements will accept public improvements funded by the District upon their completion in
accordance with plans and specifications approved by the applicable public agency.
Construction of infrastructure improvements began in the District following the issuance
of the 2002 Bonds, and was completed in , 20_. See "THE DISTRICT—The
Improvements."
The Improvements
Listed below are the Improvements that the District was authorized to fund:
• Offsite Street and Signal Improvements, including design/ engineering, right-of-
way and construction management related to the following:
Rustic Glen Drive at Margarita Road
Margarita Road at South Project Residential
Winchester Road at Ynez Road
Winchester Road at Margarita Road
Winchester Road at Jefferson Ave.
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Winchester Road at 1-15 Southbound Ramp
Margarita Road, Complete East One Half Widening
Murrieta Hot Springs Road at Jefferson Avenue - City of Murrieta
Murrieta Hot Springs Road at Alta Murata Drive - City of Murrieta
Murrieta Hot Springs Road at Margarita Road - County of Riverside
Overland Drive at Jefferson Ave.
Overland Drive at Ynez Road
Overland Drive at Margarita Road
Date Street at Ynez Road
Date St at Service Commercial Access 1, No Signal Control Needed
Date St at North Project Residential Access Road
Ynez Road at Service Commercial Access 11 , No Signal Control Needed
Ynez Road at Service Commercial Access III , No Signal Control Needed
Ynez Road at Service Commercial Access IV
Date Street at Margarita Road
Cherry/Date Streets Interchange Design Project
• Harveston Backbone Street and Storm Drain Improvements, including design/
engineering and construction management related to the following:
Margarita Road, complete improvements from Date Street to Santa Gertrudis
Creek.
Date Street, median and southerly one-half between Margarita Road and
Northerly Entrance Road.
Date Street, full width, Northerly Entrance to Ynez Road
Date Street, full width, Ynez Road to 1-15.
Ynez Road, full width, existing Ynez Road to Date Street
Ynez Road, full width, Date Street to northerly city limits.
Easterly Residential Access Road, full width (Harveston School Road)
Loop Road, full width, lying adjacent to elementary school.
The Improvements have all been completed.
The District is also authorized to pay costs of the following services: maintenance of an
approximately 8.5 acre lake within or in the vicinity of the District, including but not limited to
water supply, chemical treatment, workboat, boat house, boat operator, spray fountain,
skimming, fish replenishment, repair and replacement of lights, pumps, motors, planting and
replacement of reparian plant materials, and establishment and periodic funding of a
replacement reserve for all or any portion of the foregoing; and maintenance of an
approximately 7.5 acres of landscaped parkland located within or in the vicinity of the District,
including an amphitheater, gazebo, tot lot, restroom trails, benches, picnic tables and lighting.
Maintenance services include, but are not limited to, park landscaping and irrigation, fertilizing,
and maintenance of amphitheater, gazebo, restroom and tot lot structures, and establishment
and periodic funding of a replacement reserve for all or any portion of the foregoing. The costs
of the services is payable from a Special Tax B levied on property in the District, the proceeds of
which Special Tax B are not available to pay debt service on the 2016 Bonds. See "SECURITY
FOR THE 2016 BONDS—Summary of Rate and Method.
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Land Use Distribution
All of the property in the District has been developed, or is expected to be developed, for
residential, non-residential and commercial uses. The District includes 1,736 separate County
Assessor's parcels, 1,617 of which have been developed as single family property (including
162 attached townhomes and 1,455 detached homes), 2 of which have been developed with a
total of 415 apartment units, one of which is currently a service commercial developed property,
4 of which are non-residential developed property, 21 of which are undeveloped service
commercial properties and 91 of which are taxable homeowner association properties. The
following table shows the distribution of land use classes of the Taxable Property within the
District based on the Rate and Method, the County Fiscal Year 2016-17 assessed values of the
parcels, the estimated Special Tax levy for fiscal year 2017-18 for each land use class, and the
percentage of the overall Special Tax levy by land use class.
Table 2
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Distribution of Land Use Classes Under the Rate and Method;
Assessed Values and Projected Fiscal Year 2016-17 Special Tax Levy
Land Use
Residential
Residential
Residential
Residential
Residential
Residential
Commercial
Non -Residential
Totals
Tax Class
Residential Floor Area
Total
Projected
Fiscal Year Fiscal Year
No. of 2016-17 2017-18
Units/ Assessed Special Percent
Acres Value(1) Tax Levy(2) of Total
D1
D2
D3
D4
D5
Apt
Sry Comm
Non -Res
3,050 sq. ft. or greater
2,650 sq. ft. to 3,049 sq. ft.
2,250 sq. ft. to 2,649 sq. ft.
1,850 sq. ft. to 2,249 sq. ft.
1,849 sq. ft. or less
N/A
N/A
N/A
297 $131,641,834 $242,632 25.41%
182 75, 746, 976 120,911 12.66
300 116, 867, 347 178,440 18.69
617 213,364,433 285,651 29.91
221 62,235,457 55,402 5.80
415 74,068,070 43,079 4.51
14.78 19, 876, 780 15,035 1.57
4.35 5,377,158 13,831 1.45
$699,178,055 $954,981 100.00%
(1) Includes only the Assessed Value of the Taxable Property expected to have a Fiscal Year 2017-18 Special Tax levy.
(2) Based on the expected annual debt service for the 2016 Bonds, as projected by Stifel, Nicolaus & Company
Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in
addition to the estimated scheduled debt service on the 2016 Bonds during calendar year 2016, $17,000 for
Administrative Expenses. Preliminary, subject to change.
Source: Albert A. Webb Associates.
Assessed Property Values
No Appraisal of Property in the District. The Authority has not commissioned an
appraisal of the Taxable Property in the District in connection with the issuance of the 2016
Bonds. Therefore, the valuation of the Taxable Property in the District has been estimated for
purposes of the Act, and as set forth in this Official Statement, based on the County Assessor's
values for Fiscal Year 2016-17.
Assessed Valuation. The valuation of real property in the Authority for ad valorem tax
purposes is established by the County Assessor. Assessed valuations are reported at 100% of
the full value of the property, as defined in Article XIIIA of the California Constitution. Article
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XIIIA of the California Constitution defines "full cash value" as the appraised value as of March
1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires
assessment of "full cash value" upon change of ownership or new construction. Accordingly,
the assessed valuations presented in this Official Statement may not necessarily be
representative of the actual market value of the property in the District.
According to the County Assessor's records, as reported by the Special Tax
Administrator, the fiscal year 2016-17 total assessed value of the 1,736 parcels of Taxable
Property in the District is $705,898,487; however, the total assessed value of the parcels of
Taxable Property in the District expected to have a Fiscal Year 2017-18 Special Tax levy is
$699,178,055, as no Special Tax is expected to be levied beyond step Second in the Rate and
Method in Fiscal Year 2017-18 (see "SECURITY FOR THE 2016 BONDS—Summary of Rate
and Method).
Historical Assessed Values. The table below shows annual changes in assessed
valuations between fiscal years 2012-13 and 2016-17 with respect to the parcels of Taxable
Property in the Panhandle Area of the District that are subject to the levy of Special taxes
securing the repayment of the 2016 Bonds.
Table 3
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Historical Assessed Values
Fiscal Years 2012-13 through 2016-17
Annual
Total Assessed Percent
Fiscal Year Total Parcels Valuation(1) Change
2012-13 1717 $486,212,184 N/A
2013-14 1719 564,702,296 16.14%
2014-15 1719 657, 037,148 16.35
2015-16 1719 682,821,200 3.92
2016-17 1736 705,898,487 3.38
(1) As of January 1 of each year as shown on the County Assessor's Rolls. Total Assessed Valuation is calculated as the
sum of Land Assessed Value and Improvement Assessed Value. Includes all Taxable Property in the District, not all of
which is expected to have a Fiscal Year 2017-18 Special Tax levy.
Source: Albert A. Webb Associates.
Value -to -District Lien Ratio
General Information Regarding Value -to -District Lien Ratios. The value -to -District
lien ratio on bonds secured by special taxes will generally vary over the life of those bonds as a
result of changes in the value of the property that is security for the special taxes and the
principal amount of the bonds.
In comparing the aggregate assessed value of the real property within the District and
the principal amount of the 2016 Bonds, it should be noted that an individual parcel may only be
foreclosed upon to pay delinquent installments of the Special Taxes attributable to that parcel.
The principal amount of the 2016 Bonds is not allocated among the parcels within the District
based on their respective assessed values; rather, the total Special Taxes have been allocated
among the parcels within the District according to the Rate and Method.
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Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Property caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within the District. See "SPECIAL RISK FACTORS -Property Value" and
"Bankruptcy Delays."
Aggregate Value -to -District Lien Ratio. The aggregate value -to -District lien ratio of
Taxable Property in the District, based on fiscal year 2016-17 County assessed values
($705,898,487) and the initial principal amount of the 2016 Bonds ($13,625,000*) is 51.81*.
There is, however, overlapping debt, and the properties in the District are subject to a number of
taxes, direct charges and assessments. See "THE DISTRICT -Direct and Overlapping
Governmental Obligations" below.
Value -to -District Lien Ratio Distribution. The table below shows the projected fiscal
year 2016-17 Special Tax levy, the fiscal year 2016-17 County assessed value, the allocation of
the principal amount of the 2016 Bonds, and the estimated debt to value ratios for the 1,736
Parcels of Taxable Property in the District, classified by ownership of the respective Parcels as
of August 19, 2016.
Property Owner
Table 4
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Estimated Value to Lien by Property Owner
FY 2017-
18 % of District Aggregate
No. of Projected Projected Estimated Bond Bond Value -to -
Parcel Assessed Special Special 2016 Indebted- Indebted- Lien
s Value Tax Tax Bonds(4) ness(1) ness(2) Ratio(3)
Cape May Harveston Co Inc. 1 $53,763,071 $31,141 3.26% $444,303 $0 $444,303 121.01:1
SNR 24 Chateau at Harveston 1 20,304,999 11,938 1.25 170,316 0 170,316 119.22:1
Jones Temecula Real Prop 2 22,738,153 10,458 1.10 149,203 0 149,203 152.40:1
ABC Child Care Inc. 1 4,305,000 6,009 0.63 85,737 0 85,737 50.21:1
Individual Owner 8 2,705,504 6,008 0.63 85,721 21,178 106,898 25.31:1
HARVESTON SAB NORTH 9 1,941,526 4,578 0.48 65,312 0 65,312 29.73:1
LSK 2 473,658 4,133 0.43 58,972 0 58,972 8.03:1
Individual Owner 1 598,500 3,688 0.39 52,621 0 52,621 11.37:1
BRKK 5 1,620,534 2,669 0.28 38,077 6,051 44,127 36.72:1
Individual Owner 3 1,319,943 2,451 0.26 34,967 9,076 44,043 29.97:1
All Others 1703 596,127,599 871,908 91.30 12,439,772 3,766,594 16,206,365 36.78:1
Totals 1,736 $705,898,487 $954,981 100.00% $13,625,000 $3,802,898 $17,427,898 40.50:1
(1) A portion of the Taxable Property in the District is also included in the Authority's Community Facilities District No. 03-
06 (Harveston II) ("CFD 03-06"). See "THE DISTRICT -History of the District" and "-Direct and Overlapping
Governmental Obligations.
(2) Based on principal of 2016 Bonds and CFD 03-06 overlapping debt, and excludes general obligation bonded
indebtedness applicable to Parcels in the District. Preliminary, subject to change. See "THE DISTRICT -Direct and
Overlapping Governmental Obligations."
(3) Preliminary, subject to change.
Source: Albert A. Webb Associates.
* Preliminary, subject to change.
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The following table sets forth the distribution of assessed value -to -District lien ratios
among the 1,624 parcels of developed Taxable Property based on the projected fiscal year
2017-18 Special Tax levy and the initial principal amount of the 2016 Bonds.
Table 5
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Distribution of Value -to -District Lien Ratios
Fiscal Year 2017-18
% of
Total Total Direct
Projected Other and
No. of % of Total Projected FY 2017- Overlappin Overlapping Aggregate
Parcel Total Assessed FY 2017- 18 Estimated g Land Land Value -to -
Assessed Value to Lien(1) s Parcels Value 18 Levy Levy 2016 Bonds(5) Secured(4) Secured(5) Lien(5)
Less than 10.00:1(2) 3 0.18% $643,438 $8,711 0.91% $124,285 $0 $124,285 5.18:1
Between 10.00:1 and 2 0.12 778,541 4,151 0.43 59,227 3,025 62,252 12.51:1
19.99:1
Between 20.00:1 and 345 21.23 107,821,848 212,842 22.29 3,036,676 1,019,552 4,056,227 26.58:1
29.99:1
Between 30.00:1 and 752 46.28 285,292,845 421,668 44.15 6,016,058 2,096,586 8,112,644 35.17:1
39.99:1
Between 40.00:1 and 310 19.08 119,612,452 149,092 15.61 2,127,136 583,898 2,711,034 44.12:1
49.99:1
Greater than 49.99:1(3) 213 13.11 185,028,931 158,518 16.60 2,261,619 99,837 2,361,456 78.35:1
Total 1625 100.00% $699,178,055 $954,981 100.00% $13,625,000 $3,802,898 $17,427,898 40.12:1
(1) Value -to -Lien Ratios based upon estimated par amount of the 2016 Bonds based on preliminary bond sizing information
provided by Stifel and $4,845,000 of outstanding CFD 03-06 2012 Special Tax Refunding Bonds. Preliminary, subject to
change.
(2) Lowest estimated Value -to -Lien is 2.60:1. The lowest value parcel is classified as Developed Property for the projected
Fiscal Year 2017-18 Special Tax levy, but has not been provided with a Fiscal Year 2016-17 assessed value by the
County for any improvements.
(3) Highest estimated Value -to -Lien is 132:1.
(4) Includes Temecula Public Financing Authority CFD 03-06 (Harveston II) bonded indebtedness.
(5) Preliminary, subject to change.
Source: Albert A. Webb Associates.
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Special Tax Delinquencies
The following table is a summary of Special Tax levies, collections and delinquency
rates on taxable properties in the District for fiscal years 2011-12 through fiscal year 2016-17
based on amounts levied and outstanding delinquencies as of the respective Fiscal Year end,
and as of September 21, 2016.
Table 6
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Special Tax Levies, Collections and Delinquencies
Fiscal Years 2011-12 through 2016-17
Delinquencies at Fiscal Year End(1) Delinquencies as of September 21, 2016
Number of Number of
Fiscal Parcels Parcels Amount Percent Parcels Amount Percent
Year Amount Levied Levied Delinquent Delinquent Delinquent Delinquent Delinquent Delinquent
2011-12 $1,138,433.22 1,496 24 $12,442.92 1.09% 1 $1,044.10 0.09%
2012-13 1,093,073.58 1,513 20 10,129.86 0.93 1 736.84 0.07
2013-14 1,075,064.86 1,596 18 8,446.00 0.79 3 2,069.52 0.19
2014-15 1,078,802.66 1,624 19 10,038.51 0.93 7 4,143.50 0.38
2015-16 1,076,510.46 1,624 15 7,038.20 0.65 11 5,646.96 0.52
2016-17 1,066,486.62 1,624 N/A N/A N/A N/A N/A N/A
(1) Data sourced from Disseminated Annual Continuing Disclosure Report for Fiscal Years 2011-12 and 2012-13.
Source: Albert A. Webb Associates.
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base ad valorem secured property tax rate on
property in the District is 1.00% (including ad valorem tax overrides). Property in the District is
also subject, or will be subject, to certain annual charges and assessments (which are billed to
property owners on a semi-annual basis). See "THE DISTRICT—Sample Tax Bill" below for a
list of public agencies that currently levy annual charges and assessments on property in the
District.
Overlapping Public Debt. The District is located within the boundaries of certain local
agencies, other than the Authority, that provide public services and assess property taxes,
assessments, special taxes and other charges on the property in the District. Some of these
local agencies have outstanding debt.
The current and estimated direct and overlapping obligations affecting the property in the
District are shown in the following table. The table was prepared by the Special Tax Consultant
and is included for general information purposes only. Neither the Authority nor the Underwriter
has reviewed this report for completeness or accuracy and they make no representation in
connection therewith.
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Table 7
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Direct and Overlapping Bonded Debt
I. ASSESSED VALUE
2016-17 Equalized Roll Assessed Valuation(l) $705,898,487
II. LAND SECURED BOND INDEBTEDNESS
Total
Parcels Amount
Outstanding Direct and Overlapping Bonded Debt Type Levied Issued Outstanding % Applicable Applicable
The District CFD 1625 $17,310,000 $13,625,000(2) 100.000% $13,625,000(6)
Temecula Public Financing Authority CFD 03-06 (Harveston II) CFD 1257 $4,845,000 $3,815,000 99.683% $3,802,898(6)
TOTAL OUTSTANDING LAND SECURED BONDED $17,427,898
DE BT(3)
Total
Parcels Amount
Authorized and Unissued Direct and Overlapping Bonded Debt Type Levied Authorized Unissued % Applicable Applicable
Temecula Public Financing Authority CFD 01-02 (Harveston) CFD 1625 $25,000,000 $0(4) 100.000% $0
Temecula Public Financing Authority CFD 03-06 (Harveston II) CFD 1257 $5,500,000 $0(4) 99.683% $0
TOTAL UNISSUED LAND SECURED INDEBTEDNESS(3) $0
TOTAL OUTSTANDING AND UNISSUED LAND SECURED $17,427,898(6)
INDEBTEDNESS
III. GENERAL OBLIGATION BOND INDEBTEDNESS
Total
Parcels Amount
Outstanding Direct and Overlapping Bonded Debt Type Levied Issued Outstanding % Applicable(5) Applicable
Temecula Valley Unified School B & I (0.03164%) GO 1645 $137,412,035 $82,432,035 3.513002% $2,895,839
MT San Jacinto Comm College (0.01320%) GO 1645 $70,000,000 $63,950,000 0.902377% $577,070
Metropolitan Water East (0.00350%) GO 1645 $850,000,000 $92,865,000 0.027322% $25,373
EMWD Imp U-8 (0.00200%) GO 1645 $16,000,000 $4,007,000 4.560113% $182,724
Rancho Water Rancho Division (0.30000%)(7) REV 1645 $168,743,865 $119,025,286 3.978883% $4,735,877
TOTAL OUTSTANDING GENERAL OBLIGATION BONDED $8,416,883
DE BT(3)
Total
Parcels Amount
Authorized and Unissued Direct and Overlapping Bonded Type Levied Authorized Unissued % Applicable(5) Applicable
Temecula Valley Unified School B & I (0.02741%) GO 1645 $230,000,000 $92,587,965 3.513002% $3,252,617
MT San Jacinto Comm College (0.01394%) GO 1645 $295,000,000 $225,000,000 0.902377% $2,030,348
Metropolitan Water East (0.0035%) GO 1645 $850,000,000 $0 0.027322% $0
EMWD Imp U-8 (0.00200%) GO 1645 $16,000,000 $0 4.560113% $0
Rancho Water Rancho Division (0.30000%)(7) REV 1645 $168,743,865 $0 3.978883% $0
TOTAL UNISSUED GENERAL OBLIGATION $5,282,965
INDEBTEDNESS(3)
TOTAL OUTSTANDING AND UNISSUED GENERAL 13,699,848
OBLIGATION INDEBTEDNESS(3)
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING
BONDED DEBT
TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND
OVERLAPPING INDEBTEDNESS
IV. RATIOS TO 2016-2017 ASSESSED VALUATION
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$25,844, 781(6)
$31,127,746(6)
Outstanding Land Secured Bonded Debt 40.50:1
Outstanding Direct and Overlapping Bonded Debt 27.31:1
(1) Fiscal Year 2016-17 Equalized Roll Assessed Valuation data as of January 1, 2016, Riverside County Assessor's
Office.
(2) Outstanding debt for the District is based on preliminary bond sizing information provided by Stifel, Nicolaus &
Company, Incorporated. Preliminary, subject to change.
(3) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for
Fiscal Year 2016-17.
(4) Additional bonds may be issued for refunding purposes only.
(5) Percentage applicable determined by Fiscal Year 2016-17 Equalized Roll Assessed Value information.
(6) Preliminary, subject to change if the initial principal amount of the 2016 Bonds is not $13,625,000 as currently
estimated.
Source: Albert A. Webb Associates
Sample Tax Bill
Table 8 below provides, for an average parcel of Taxable Property under the Rate and
Method, the expected property tax bill that would be received by an owner of the property for
fiscal year 2017-18, based on the projected Special Tax levy for that fiscal year.
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Table 8
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
Average Projected Fiscal Year 2017-2018 Tax Obligationm
For Parcels of Developed Property
Average Home Value(2) $370,968
Ad Valorem Property Taxes:
Basic Levy (1.0000%)
Temecula Valley Unified School B & I (0.03164%)
MT San Jacinto Comm College (0.01320%)
Metropolitan Water East (0.00350%)
EMWD Imp U-8 (0.00200%)
Rancho Water Rancho Division (0.30000%)(3)
Total General Property Taxes
Assessment, Special Taxes & Parcel Charges:
Flood Control Stormwater/Cleanwater
Temecula Parks/Lighting Services
Temecula Residential Street Lights
Temecula Trash/Recycling
Temecula Perimeter LDS Zone 24 AD
MWD Standby East
EMWD Standby Combined Charge
Temecula CFD 03-06 (Harveston II)
District Special Tax B(4)
District Special Tax A(5)
Total Assessment Charges
Average Total Property Tax
Average Effective Tax Rate
$3,709.68
$117.37
$48.97
$12.98
$7.42
$290.58
$4,187.01
$2.72
74.44
22.99
269.60
100.00
6.94
11.60
251.32
116.26
546.10
$1,401.96
$5,588.97
1.51%
(1) Average projected FY 2017-18 tax rates based upon FY 2016-17 Overlapping Taxes and Assessments.
(2) Average Home Value is based upon average Assessed Values for Fiscal Year 2016-17 per Riverside County Equalized
Roll data.
(3) Rancho Water Rancho Division is assessed at 0.30000% of land assessed value only.
(4) Reflects average projected FY 2017-18 District Special Tax B levy.
(5) Reflects average projected FY 2017-18 District Special Tax A levy.
Source: Albert A. Webb Associates, based on Assessed Value information provided by Riverside County.
SPECIAL RISK FACTORS
The following is a description of certain risk factors affecting the District, the parcels
subject to the levy of Special Taxes and the payment of and security for the 2016 Bonds. The
following discussion of risks is not meant to be a complete list of the risks associated with the
purchase of the 2016 Bonds and does not necessarily reflect the relative importance of the
various risks. Potential investors are advised to consider the following factors along with all
other information in this Official Statement in evaluating the investment quality of the 2016
Bonds. There can be no assurance that other risk factors will not become material in the future.
Payment of the Special Tax is not a Personal Obligation
The owners of the parcels in the District are not personally obligated to pay the Special
Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the parcels
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on which it is levied. If the value of the taxable parcels is not sufficient to secure fully the
payment of the Special Tax, the Authority has no recourse against the landowners.
No General Obligation of the Authority or the District
The Authority's obligations under the 2016 Bonds and under the Fiscal Agent Agreement
are limited obligations of the Authority on behalf of the District and are payable solely from and
secured solely by the Special Tax Revenues and amounts in the Special Tax Fund, the Bond
Fund and the Reserve Fund. The 2016 Bonds are neither general or special obligations of the
Authority nor general obligations of the District, but are limited obligations of the Authority for the
District payable solely from the revenues and funds pledged therefor and under the Fiscal Agent
Agreement. None of the faith and credit of the District, the Authority or the State of California or
of any of their respective political subdivisions is pledged to the payment of the 2016 Bonds.
Property Value
If a landowner defaults in the payment of the Special Tax, the only legal remedy is the
institution of a superior court action to foreclose on the delinquent taxable parcel in an attempt
to obtain funds with which to pay the Special Tax. The value of the taxable parcels in the District
could be adversely affected by economic factors beyond the Authority's control, including,
without limitation, (i) adverse changes in local market conditions, such as changes in the market
value of real property in the vicinity of the District, the supply of or demand for competitive
properties in such area, and the market value of residential property in the event of sale or
foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental
rules (including, without limitation, zoning laws and laws relating to endangered species and
hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation,
wildfire, earthquakes and floods), which may result in uninsured losses. See "SPECIAL TAX
FACTORS—Natural Disasters."
No assurances can be given that the real property subject to a judicial foreclosure sale
will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent
Special Tax installment. Although the Act authorizes the Authority to cause such an action to be
commenced and diligently pursued to completion, the Act does not specify any obligation of the
Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at
the foreclosure sale in any such action if there is no other purchaser at such sale. The Authority
is not obligated and does not expect to be a bidder at any such foreclosure sale. See
"SPECIAL TAX FACTORS—Proceeds of Foreclosure Sale."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and
Method. In addition, the Act provides that properties or entities of the state, federal or local
government are exempt from the Special Tax; provided, however, that property within the
District acquired by a public entity through a negotiated transaction, or by gift or devise, that is
not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is
possible that property acquired by a public entity following a tax sale or foreclosure based upon
failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides
that if property subject to the Special Tax is acquired by a public entity through eminent domain
proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding
Bonds only, is to be treated as if it were a special assessment. The constitutionality and
operation of these provisions of the Act have not been tested.
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In particular, insofar as the Act requires payment of the Special Tax by a federal entity
acquiring property within the District, it may be unconstitutional (see "SPECIAL RISK
FACTORS—FDIC/Federal Government Interests in Properties"). If for any reason property
within the District becomes exempt from taxation by reason of ownership by a nontaxable entity
such as the federal government or another public agency, subject to the limitation of the
Maximum Rate, the Special Tax will be reallocated to the remaining taxable properties within
the District. This would result in the owners of such property paying a greater amount of the
Special Tax and could have an adverse impact upon the timely payment of the Special Tax.
Moreover, if a substantial portion of land within the District becomes exempt from the Special
Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the
remaining acreage might not be sufficient to pay principal of and interest on the Series Prior
Bonds when due and a default would occur with respect to the payment of such principal and
interest.
Parity Taxes and Special Assessments
The Special Taxes and any penalties thereon will constitute liens against the taxable
parcels in the District until they are paid. Such lien is on a parity with all special taxes and
special assessments levied by other agencies and is coequal to and independent of the lien for
general property taxes regardless of when they are imposed upon the taxable parcel. The
Special Taxes have priority over all existing and future private liens imposed on the property.
The Authority, however, has no control over the ability of other entities and districts to issue
indebtedness secured by special taxes or assessments payable from all or a portion of the
taxable parcels within the District subject to the levy of Special Taxes. In addition, the
landowners within the District may, without the consent or knowledge of the District, petition
other public agencies to issue public indebtedness secured by special taxes or assessments,
and any such special taxes or assessments may have a lien on such property on a parity with
the Special Taxes. The imposition of additional indebtedness could reduce the willingness and
the ability of the property owners within the District to pay the Special Taxes when due. See
"THE DISTRICT—Direct and Overlapping Governmental Obligations."
Insufficiency of Special Taxes
In order to pay debt service on the 2016 Bonds, it is necessary that the Special Taxes
levied against taxable parcels within the District be paid in a timely manner. The Authority has
established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt
service on the 2016 Bonds and any Parity Bonds to the extent Special Taxes are not paid on
time and other funds are not available. See "SECURITY FOR THE 2016 BONDS—Reserve
Fund" and Appendix C – "Summary of the Fiscal Agent Agreement—Reserve Fund." Under the
Fiscal Agent Agreement, the Authority has covenanted to maintain in the Reserve Fund an
amount equal to the Reserve Requirement; subject, however, to the limitations that (i) the
Authority may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum
Special Tax rates permitted under the Rate and Method and (ii) per the Rate and Method, under
no circumstances will the Special Tax levied against any Assessor's Parcel of Residential
Property for which an occupancy permit for private residential use has been issued be
increased by more than ten percent as a consequence of delinquency or default by the owner of
any other Assessor's Parcel within the District. See "SECURITY FOR THE 2016 BONDS—
Summary of Rate and Method." Consequently, if a delinquency occurs, the Authority may be
unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of the
Maximum Special Tax rates. If such defaults were to continue in successive years, the Reserve
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Fund could be depleted and a default on the 2016 Bonds would occur if proceeds of a
foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes.
The Authority has made certain covenants regarding the institution of foreclosure
proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay
debt service on the 2016 Bonds. See "SECURITY FOR THE 2016 BONDS—Covenant for
Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or
deed of trust holder could, but would not be required to, advance the amount of delinquent
Special Taxes to protect its security interest.
Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the
payment of principal of, and interest on, the 2016 Bonds are derived, are being billed to the
taxable parcels within the District on the regular property tax bills sent to owners of the parcels.
Such Special Tax installments are due and payable, and bear the same penalties and interest
for non-payment, as do regular property tax installments. Special Tax installment payments
cannot be made separately from property tax payments. Therefore, the unwillingness or inability
of a property owner to pay regular property tax bills as evidenced by property tax delinquencies
may also indicate an unwillingness or inability to make regular property tax payments and
Special Tax installment payments in the future. See "SECURITY FOR THE 2016 BONDS—
Reserve Fund" and "-Covenant for Superior Court Foreclosure" for a discussion of the
provisions which apply, and procedures which the District is obligated to follow under the Fiscal
Agent Agreement, in the event of delinquency in the payment of Special Tax installments. See
also "THE DISTRICT—Special Tax Delinquencies" for historical Special Tax delinquency
history.
Also, as noted under "SECURITY FOR THE 2016 BONDS—Summary of Rate and
Method," both the Act (and effectively the Rate and Method) provides that under no
circumstances will the Special Taxes levied in any fiscal year against any Parcel used for
private residential purposes be increased as a consequence of delinquency or default by the
owner or owners of any other Parcel or Parcels within the District by more than ten percent
(10%) above the amount that would have been levied in that fiscal year had there never been
any such delinquencies or defaults.
Bankruptcy Delays
The payment of the Special Tax and the ability of the Authority to commence a superior
court action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in
"SECURITY FOR THE 2016 BONDS—Covenant for Superior Court Foreclosure," may be
limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws
of the State of California relating to judicial foreclosure. Legal opinions to be delivered
concurrently with the delivery of the 2016 Bonds (including Bond Counsel's approving legal
opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the
application of equitable principles and by the exercise of judicial discretion in appropriate cases.
Although bankruptcy proceedings would not cause the Special Taxes to become
extinguished, bankruptcy of a property owner or any other person claiming an interest in the
property could result in a delay in superior court foreclosure proceedings and could result in the
possibility of Special Tax installments not being paid in part or in full. Such a delay would
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increase the likelihood of a delay or default in payment of the principal of and interest on the
2016 Bonds.
Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment
of any Special Tax, the Authority Council, as the legislative body of the District, may order that
the Special Taxes be collected by a superior court action to foreclose the lien within specified
time limits. The Authority has covenanted in the Fiscal Agent Agreement that it will, under
certain circumstances, commence such a foreclosure action. See "SECURITY FOR THE 2016
BONDS—Covenant for Superior Court Foreclosure."
No assurances can be given that a taxable parcel in the District that would be subject to
a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds
of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act
authorizes the Authority to cause such an action to be commenced and diligently pursued to
completion, the Act does not specify any obligation of the Authority with regard to purchasing or
otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if
there is no other purchaser at such sale and the Authority has not in any way agreed nor does it
expect to be such a bidder.
In a foreclosure proceeding, a judgment debtor (i.e., the property owner) has 140 days
from the date of service of the notice of levy in which to redeem the property to be sold and may
have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the
property is sold, his only remedy is an action to set aside the sale, which must be brought within
90 days of the date of sale if the purchaser at the sale was the judgment creditor. If a
foreclosure sale is thereby set aside, the judgment is revived and the judgment creditor is
entitled to interest on the revived judgment as if the sale had not been made.
If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust
on the affected property could, but would not be required to, advance the amount of the
delinquent Special Tax installment to protect its security interest.
In the event such superior court foreclosure or foreclosures are necessary, there could
be a delay in principal and interest payments to the owners of the 2016 Bonds pending
prosecution of the foreclosure proceedings and receipt by the District of the proceeds of the
foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays associated
with court cases and may be further slowed by bankruptcy actions and other factors beyond the
control of the Authority, including delay due to crowded local court calendars or legal tactics
and, in any event could take several years to complete. In particular, bankruptcy proceedings
involving the Landowner or any other owner of a taxable parcel in the District could cause a
delay, reduction or elimination in the flow of Special Tax Revenues to the Fiscal Agent. See
"SPECIAL RISK FACTORS—Bankruptcy Delays."
Natural Disasters
The value of the Taxable Property in the future can be adversely affected by a variety of
natural occurrences, particularly those that may affect infrastructure and other public
improvements and private improvements on the Taxable Property and the continued habitability
and enjoyment of such private improvements. Such occurrences include, without limitation,
wildfire, earthquakes and floods. One or more of such natural disasters could occur and could
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result in damage to improvements of varying seriousness. The damage may entail significant
repair or replacement costs and that repair or replacement may never occur either because of
the cost, or because repair or replacement will not facilitate habitability or other use, or because
other considerations preclude such repair or replacement. Under any of these circumstances,
the value of the Taxable Property may well depreciate or disappear.
Hazardous Substances
The presence of hazardous substances on a parcel may result in a reduction in the
value of a parcel. In general, the owners and operators of a parcel may be required by law to
remedy conditions of the parcel relating to releases or threatened releases of hazardous
substances. The Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most
well-known and widely applicable of these laws, but California laws with regard to hazardous
substances are also stringent and similar. Under many of these laws, the owner or operator is
obligated to remedy a hazardous substance condition of property whether or not the owner or
operator has anything to do with creating or handling the hazardous substance. The effect,
therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce
the marketability and value of the parcel by the costs of remedying the condition, because the
purchaser, upon becoming owner, will become obligated to remedy the condition just as is the
seller.
The Authority has not independently verified, but is not aware of, the presence of any
hazardous substances within the District.
Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the
value of the property is sufficient to justify payment, may be affected by whether or not the
owner was given due notice of the Special Tax authorization at the time the owner purchased
the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax
be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well
as pay other expenses and obligations. The Authority has caused notices of the Special Tax to
be recorded in the Office of the Riverside County Recorder against each parcel in the District.
Although title companies normally refer to such notices in title reports, there can be no
guarantee that such reference will be made or, if made, that a prospective purchaser or lender
will consider such Special Tax obligation when purchasing a property within the District or
lending money thereon, as applicable.
California Civil Code Section 1102.6b requires that, in the case of transfers, the seller
must at least make a good faith effort to notify the prospective purchaser of the special tax lien
in a format prescribed by statute. Failure by an owner of the property to comply with the above
requirements, or failure by a purchaser or lessor to consider or understand the nature and
existence of the Special Tax, could adversely affect the willingness and ability of the purchaser
or lessor to pay the Special Tax when due.
FDIC/Federal Government Interests in Properties
General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax
installments may be limited with regard to properties in which the Federal Deposit Insurance
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Corporation (the "FDIC"), the Drug Enforcement Agency, the Internal Revenue Service, or other
federal agency has or obtains an interest.
Federal courts have held that, based on the supremacy clause of the United States
Constitution, in the absence of Congressional intent to the contrary, a state or local agency
cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the
federal government interest.
The supremacy clause of the United States Constitution reads as follows: "This
Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and
all Treaties made, or which shall be made, under the Authority of the United States, shall be the
supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in
the Constitution or Laws of any State to the contrary notwithstanding."
This means that, unless Congress has otherwise provided, if a federal governmental
entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes
and assessments levied on the parcel (including Special Taxes), the applicable state and local
governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.
Moreover, unless Congress has otherwise provided, if the federal government has a
mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of
delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold
for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special
Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson (9th
Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the
Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this
doctrine, and not a private entity, and that, as a result, an exercise of state power over a
mortgage interest held by FNMA constitutes an exercise of state power over property of the
United States.
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 2016 Bonds
are outstanding.
FDIC. In the event that any financial institution making any loan which is secured by real
property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or
loans go into default, resulting in ownership of the property by the FDIC, then the ability of the
District to collect interest and penalties specified by State law and to foreclose the lien of
delinquent unpaid Special Taxes may be limited.
The FDIC's policy statement regarding the payment of state and local real property taxes
(the "Policy Statement") provides that property owned by the FDIC is subject to state and local
real property taxes only if those taxes are assessed according to the property's value, and that
the FDIC is immune from real property taxes assessed on any basis other than property value.
According to the Policy Statement, the FDIC will pay its property tax obligations when they
become due and payable and will pay claims for delinquent property taxes as promptly as is
consistent with sound business practice and the orderly administration of the institution's affairs,
unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay
claims for interest on delinquent property taxes owed at the rate provided under state law, to the
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extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any
amounts in the nature of fines or penalties and will not pay nor recognize liens for such
amounts. If any property taxes (including interest) on FDIC -owned property are secured by a
valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those
claims. The Policy Statement further provides that no property of the FDIC is subject to levy,
attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC
will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without
the FDIC's consent.
The Policy Statement states that the FDIC generally will not pay non -ad valorem taxes,
including special assessments, on property in which it has a fee interest unless the amount of
tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize
the validity of any lien to the extent it purports to secure the payment of any such amounts.
Special taxes imposed under the Mello -Roos 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. The Ninth Circuit
has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal
agency, is exempt from Mello -Roos special taxes.
The Authority is unable to predict what effect the application of the Policy Statement
would have in the event of a delinquency in the payment of Special Taxes on a parcel within the
District in which the FDIC has or obtains an interest, although prohibiting the lien of the Special
Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of
persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a
draw on the Reserve Fund and perhaps, ultimately, if enough property were to become owned
by the FDIC, a default in payment on the 2016 Bonds.
No Acceleration Provision
The 2016 Bonds and the Fiscal Agent Agreement do not contain a provision allowing for
the acceleration of the 2016 Bonds in the event of a payment default or other default under the
terms of the 2016 Bonds or the Fiscal Agent Agreement or in the event interest on the 2016
Bonds becomes included in gross income for federal income tax purposes.
Taxability Risk
As discussed herein under the caption "TAX MATTERS," interest on the 2016 Bonds
could become includable in gross income for purposes of federal income taxation retroactive to
the date the 2016 Bonds were issued, as a result of future acts or omissions of the Authority in
violation of its covenants in the Fiscal Agent Agreement. There is no provision in the 2016
Bonds or the Fiscal Agent Agreement for special redemption or acceleration or for the payment
of additional interest should such an event of taxability occur, and the 2016 Bonds will remain
outstanding until maturity or until redeemed under one of the other redemption provisions
contained in the Fiscal Agent Agreement.
In addition, as discussed under the caption "TAX MATTERS," Congress has considered
in the past, is currently considering and may consider in the future, legislative proposals,
including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the
exclusion from gross income for federal income tax purposes of interest on municipal bonds,
such as the 2016 Bonds. Prospective purchasers of the 2016 Bonds should consult their own
tax advisors regarding any pending or proposed federal tax legislation. The Authority can
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provide no assurance that federal tax law will not change while the 2016 Bonds are outstanding
or that any such changes will not adversely affect the exclusion of interest on the 2016 Bonds
from gross income for federal income tax purposes. If the exclusion of interest on the 2016
Bonds from gross income for federal income tax purposes were amended or eliminated, it is
likely that the market price for the 2016 Bonds would be adversely impacted.
Enforceability of Remedies
The remedies available to the Fiscal Agent and the registered owners of the 2016 Bonds
upon a default under the Fiscal Agent Agreement or any other document described in this
Official Statement are in many respects dependent upon regulatory and judicial actions that are
often subject to discretion and delay. Under existing law and judicial decisions, the remedies
provided for under such documents may not be readily available or may be limited. Any legal
opinions to be delivered concurrently with the issuance of the 2016 Bonds will be qualified to the
extent that the enforceability of the legal documents with respect to the 2016 Bonds is subject to
limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the
rights of creditors generally and by equitable remedies and proceedings generally.
Judicial remedies, such as foreclosure and enforcement of covenants, are subject to
exercise of judicial discretion. A California court may not strictly apply certain remedies or
enforce certain covenants if it concludes that application or enforcement would be unreasonable
under the circumstances and it may delay the application of such remedies and enforcement.
No Secondary Market
No representation is made concerning any secondary market for the 2016 Bonds. There
can be no assurance that any secondary market will develop for the 2016 Bonds. Investors
should understand the long-term and economic aspects of an investment in the 2016 Bonds and
should assume that they will have to bear the economic risks of their investment to maturity. An
investment in the 2016 Bonds may be unsuitable for any investor not able to hold the 2016
Bonds to maturity.
Proposition 218
An initiative measure entitled the "Right to Vote on Taxes Act" (the "Initiative") was
approved by the voters of the State at the November 5, 1996 general election. The Initiative
added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and
Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the
authority of local governments to impose taxes and property -related assessments, fees and
charges." Provisions of the Initiative have been and will continue to be interpreted by the courts.
The Initiative could potentially impact the Special Taxes otherwise available to the District to pay
the principal of and interest on the 2016 Bonds as described below.
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Among other things, Section 3 of Article XIIIC states, "...the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee
or charge." The Act provides for a procedure, which includes notice, hearing, protest and voting
requirements to alter the rate and method of apportionment of an existing special tax. However,
the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special
tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the
Act unless such legislative body determines that the reduction or termination of the special tax
would not interfere with the timely retirement of that debt. On July 1, 1997, the Governor of the
State signed a bill into law enacting Government Code Section 5854, which states that:
Section 3 of Article XIIIC of the California Constitution, as adopted
at the November 5, 1996, general election, shall not be construed
to mean that any owner or beneficial owner of a municipal
security, purchased before or after that date, assumes the risk of,
or in any way consents to, any action by initiative measure that
constitutes an impairment of contractual rights protected by
Section 10 of Article I of the United States Constitution.
Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has
not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction
would interfere with the timely retirement of the 2016 Bonds.
It may be possible, however, for voters or the District or the Authority Council acting as
the legislative body of the District to reduce the Special Taxes in a manner that does not
interfere with the timely repayment of the 2016 Bonds, but which does reduce the maximum
amount of Special Taxes that may be levied in any year below the existing levels. Furthermore,
no assurance can be given with respect to the future levy of the Special Taxes in amounts
greater than the amount necessary for the timely retirement of the 2016 Bonds. Therefore, no
assurance can be given with respect to the levy of Special Taxes for Administrative Expenses
(as defined in the Fiscal Agent Agreement). Nevertheless, the Authority has covenanted that it
will not consent to, or conduct proceedings with respect to, a reduction in the maximum Special
Taxes that may be levied in the District on Developed Property below an amount, for any Bond
Year, equal to 110% of the aggregate of the debt service due on the 2016 Bonds in such Bond
Year, plus a reasonable estimate of Administrative Expenses for each such Bond Year.
However, no assurance can be given as to the enforceability of the foregoing covenant.
The interpretation and application of Article XIIIC and Article XIIID will ultimately be
determined by the courts with respect to a number of the matters discussed above, and it is not
possible at this time to predict with certainty the outcome of such determination or the timeliness
of any remedy afforded by the courts. See "—Enforceability of Remedies."
Ballot Initiatives
Articles XIIIC and XIIID of the California Constitution were adopted pursuant to
measures qualified for the ballot pursuant to California's constitutional initiative process, and the
State Legislature has in the past enacted legislation that has altered the spending limitations or
established minimum funding provisions for particular activities. On March 6, 1995 in the case
of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance
and prohibit the imposition of further such taxes and that the exemption from the referendum
requirements does not apply to initiatives. From time to time, other initiative measures could be
adopted by California voters or legislation enacted by the legislature. The adoption of any such
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initiative or legislation might place limitations on the ability of the State, the Authority, or local
districts to increase revenues or to increase appropriations.
IRS Audit of Tax -Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-
exempt bond issues, including both random and targeted audits. It is possible that the 2016
Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the
market value of the 2016 Bonds might be affected as a result of such an audit of the 2016
Bonds (or by an audit of similar bonds). See "TAX MATTERS."
TAX MATTERS
Federal tax law contains a number of requirements and restrictions which apply to the
2016 Bonds, including investment restrictions, periodic payments of arbitrage profits to the
United States, requirements regarding the proper use of bond proceeds and the facilities
financed therewith, and certain other matters. The Authority has covenanted in the Fiscal Agent
Agreement to comply with all requirements that must be satisfied in order for the interest on the
2016 Bonds to be excludable from gross income for federal income tax purposes. Failure to
comply with certain of such covenants could cause interest on the 2016 Bonds to become
includable in gross income for federal income tax purposes retroactively to the date of issuance
of the 2016 Bonds.
Subject to the Authority's compliance with the above -referenced covenants, under
present law, in the opinion of Quint & Thimmig LLP, Bond Counsel, interest on the 2016 Bonds
(i) is excludable from the gross income of the owners thereof for federal income tax purposes,
and (ii) is not included as an item of tax preference in computing the federal alternative
minimum tax for individuals and corporations, but interest on the 2016 Bonds is taken into
account, however, in computing an adjustment used in determining the federal alternative
minimum tax for certain corporations.
In rendering its opinion, Bond Counsel will rely upon certifications of the Authority with
respect to certain material facts within the Authority's knowledge. Bond Counsel's opinion
represents its legal judgment based upon its review of the law and the facts that it deems
relevant to render such opinion and is not a guarantee of a result.
The Internal Revenue Code of 1986, as amended (the "Code"), includes provisions for
an alternative minimum tax ("AMT') for corporations in addition to the corporate regular tax in
certain cases. The AMT, if any, depends upon the corporation's alternative minimum taxable
income ("AMTI"), which is the corporation's taxable income with certain adjustments. One of the
adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an
amount equal to 75% of the excess of such corporation's "adjusted current earnings" over an
amount equal to its AMTI (before such adjustment item and the alternative tax net operating
loss deduction). "Adjusted current earnings" would include certain tax-exempt interest,
including interest on the 2016 Bonds.
Ownership of the 2016 Bonds may result in collateral federal income tax consequences
to certain taxpayers, including, without limitation, corporations subject to the branch profits tax,
financial institutions, certain insurance companies, certain S corporations, individual recipients
of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have
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incurred (or continued) indebtedness to purchase or carry tax exempt obligations. Prospective
purchasers of the 2016 Bonds should consult their tax advisors as to applicability of any such
collateral consequences.
The issue price (the "Issue Price") for each maturity of the 2016 Bonds is the price at
which a substantial amount of such maturity of the 2016 Bonds is first sold to the public. The
Issue Price of a maturity of the 2016 Bonds may be different from the price set forth, or the price
corresponding to the yield set forth, on the inside cover page of this Official Statement.
If the Issue Price of a maturity of the 2016 Bonds is less than the principal amount
payable at maturity, the difference between the Issue Price of each such maturity, if any, of the
2016 Bonds (the "010 2016 Bonds") and the principal amount payable at maturity is original
issue discount.
For an investor who purchases an OID 2016 Bond in the initial public offering at the
Issue Price for such maturity and who holds such OID 2016 Bond to its stated maturity, subject
to the condition that the Authority comply with the covenants discussed above, (a) the full
amount of original issue discount with respect to such OID 2016 Bond constitutes interest which
is excludable from the gross income of the owner thereof for federal income tax purposes; (b)
such owner will not realize taxable capital gain or market discount upon payment of such OID
2016 Bond at its stated maturity; (c) such original issue discount is not included as an item of
tax preference in computing the alternative minimum tax for individuals and corporations under
the Code, but is taken into account in computing an adjustment used in determining the
alternative minimum tax for certain corporations under the Code, as described above; and (d)
the accretion of original issue discount in each year may result in an alternative minimum tax
liability for corporations or certain other collateral federal income tax consequences in each year
even though a corresponding cash payment may not be received until a later year. Owners of
OID 2016 Bonds should consult their own tax advisors with respect to the state and local tax
consequences of original issue discount on such OID 2016 Bonds.
Owners of 2016 Bonds who dispose of 2016 Bonds prior to the stated maturity (whether
by sale, redemption or otherwise), purchase 2016 Bonds in the initial public offering, but at a
price different from the Issue Price or purchase 2016 Bonds subsequent to the initial public
offering should consult their own tax advisors.
If a 2016 Bond is purchased at any time for a price that is less than the 2016 Bond's
stated redemption price at maturity or, in the case of an OID 2016 Bond, its Issue Price plus
accreted original issue discount reduced by payments of interest included in the computation of
original issue discount and previously paid (the "Revised Issue Price"), the purchaser will be
treated as having purchased a 2016 Bond with market discount subject to the market discount
rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is
treated as taxable ordinary income and is recognized when a 2016 Bond is disposed of (to the
extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as
it accrues. Such treatment would apply to any purchaser who purchases an OID 2016 Bond for
a price that is less than its Revised Issue Price even if the purchase price exceeds par. The
applicability of the market discount rules may adversely affect the liquidity or secondary market
price of such 2016 Bond. Purchasers should consult their own tax advisors regarding the
potential implications of market discount with respect to the 2016 Bonds.
An investor may purchase a 2016 Bond at a price in excess of its stated principal
amount. Such excess is characterized for federal income tax purposes as "bond premium" and
-44-
must be amortized by an investor on a constant yield basis over the remaining term of the 2016
Bond in a manner that takes into account potential call dates and call prices. An investor cannot
deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is
treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it
reduces the investor's basis in the 2016 Bond. Investors who purchase a 2016 Bond at a
premium should consult their own tax advisors regarding the amortization of bond premium and
its effect on the 2016 Bond's basis for purposes of computing gain or loss in connection with the
sale, exchange, redemption or early retirement of the 2016 Bond.
There are or may be pending in the Congress of the United States legislative proposals,
including some that carry retroactive effective dates, that, if enacted, could alter or amend the
federal tax matters referred to above or affect the market value of the 2016 Bonds. It cannot be
predicted whether or in what form any such proposal might be enacted or whether, if enacted, it
would apply to bonds issued prior to enactment. Prospective purchasers of the 2016 Bonds
should consult their own tax advisors regarding any pending or proposed federal tax legislation.
Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.
The Internal Revenue Service (the "Service") has an ongoing program of auditing tax-
exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt
obligations is includable in the gross income of the owners thereof for federal income tax
purposes. It cannot be predicted whether or not the Service will commence an audit of the 2016
Bonds. If an audit is commenced, under current procedures the Service may treat the Authority
as a taxpayer and the 2016 Bondholders may have no right to participate in such procedure.
The commencement of an audit could adversely affect the market value and liquidity of the 2016
Bonds until the audit is concluded, regardless of the ultimate outcome.
Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt
obligations, including the 2016 Bonds, are in certain cases required to be reported to the
Service. Additionally, backup withholding may apply to any such payments to any 2016 Bond
owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number
and Certification, or a substantially identical form, or to any 2016 Bond owner who is notified by
the Service of a failure to report any interest or dividends required to be shown on federal
income tax returns. The reporting and backup withholding requirements do not affect the
excludability of such interest from gross income for federal tax purposes.
In the further opinion of Bond Counsel, interest on the 2016 Bonds is exempt from
California personal income taxes.
Ownership of the 2016 Bonds may result in other state and local tax consequences to
certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral
consequences arising with respect to the 2016 Bonds. Prospective purchasers of the 2016
Bonds should consult their tax advisors regarding the applicability of any such state and local
taxes.
The complete text of the final opinion that Bond Counsel expects to deliver upon
issuance of the 2016 Bonds is set forth in Appendix D.
-45-
LEGAL MATTERS
Concurrent with the issuance of the 2016 Bonds, Quint & Thimmig LLP, Larkspur,
California, Bond Counsel, will render its opinion substantially in the form set forth in Appendix D
to this Official Statement. Certain legal matters with respect to the 2016 Bonds will be passed
upon for the Authority and the District by Richards, Watson & Gershon, A Professional
Corporation, Los Angeles, California, in their capacity as attorneys for the Authority, and for the
Authority by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain
legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California. Payment of the fees and expenses of
Underwriter's Counsel is contingent on the issuance of the 2016 Bonds.
From time to time Bond Counsel and Disclosure Counsel represents the Underwriter on
matters unrelated to the 2016 Bonds.
RATING
S&P Global Ratings has assigned its municipal bond rating of " " to the 2016
Bonds. Such rating reflects only the views of S&P Global Ratings, and any desired explanation
of the significance of such rating may be obtained from S&P Global Ratings at the following web
address: ratings_request@spglobal.com. 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 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 the rating agency, circumstances so warrant. Any such downward revision or withdrawal of
the rating may have an adverse effect on the market price of the 2016 Bonds. Except as
otherwise required in the Continuing Disclosure Agreement, the Authority has not undertaken
any responsibility either to bring to the attention of the owners of any 2016 Bonds any
downward revision or withdrawal of the rating or to oppose any such revision or withdrawal. A
rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
VERIFICATION OF MATHEMATICAL ACCURACY
Grant Thornton, LLP, independent accountants, upon delivery of the 2016 Bonds, will
deliver a report on the mathematical accuracy of certain computations, contained in schedules
provided to them which were prepared for the Authority, relating to the sufficiency of moneys
and securities deposited into the Refunding Fund to pay, when due, the redemption price of the
Prior Bonds. See "PLAN OF REFUNDING—Redemption of Prior Bonds."
The report of Grant Thornton, LLP, will include the statement that the scope of its
engagement is limited to verifying the mathematical accuracy of the computations contained in
such schedules provided to it, and that it has no obligation to update its report because of
events occurring, or data or information coming to its attention, subsequent to the date of its
report.
-46-
NO LITIGATION
The Authority is not aware of any pending or threatened litigation challenging the validity
of the 2016 Bonds, the Special Taxes securing the 2016 Bonds, or any action taken by the
Authority in connection with the formation of the District, the levying of the Special Taxes or the
issuance of the 2016 Bonds.
MUNICIPAL ADVISOR
The Authority has retained Fieldman, Rolapp & Associates, Irvine, California, as its
Municipal Advisor (the "Municipal Advisor") in connection with the authorization and delivery of
the 2016 Bonds. The Municipal Advisor has assisted in various matters relating to the planning,
structuring and sale of the 2016 Bonds. The Municipal Advisor has not independently verified
any of the data contained in the Official Statement or conducted a detailed investigation of the
affairs of the Authority or the District to determine the accuracy or completely of this Official
Statement.
UNDERWRITING
The 2016 Bonds are being purchased through negotiation by Stifel, Nicolaus &
Company, Incorporated (the "Underwriter"). The Underwriter agreed to purchase the 2016
Bonds at a price of $ (which is equal to the par amount of the 2016 Bonds, less
(plus) a net original issue discount (premium) of $ , and less an underwriter's
discount of $ ). The initial public offering prices set forth on the inside cover page
may be changed by the Underwriter. The Underwriter may offer and sell the 2016 Bonds to
certain dealers and others at prices lower than the public offering prices set forth on the inside
cover page hereof.
CONTINUING DISCLOSURE
The Authority has covenanted in a Continuing Disclosure Agreement for the benefit of
the Owners of the 2016 Bonds to provide Annual Reports that include certain annual financial
information and operating data, and to provide notices of the occurrence of certain enumerated
events. The Authority has retained Albert A. Webb Associates to act as the Dissemination Agent
under the Continuing Disclosure Agreement. The Authority or the Dissemination Agent, on
behalf of the Authority, will file the Annual Reports and notices as required by the Continuing
Disclosure Agreement with the Municipal Securities Rulemaking Board. See Appendix E —
"Form of Continuing Disclosure Agreement" for the complete text of the Authority's Continuing
Disclosure Agreement. The covenants of the Authority in the Continuing Disclosure Agreement
have been made in order to assist the Underwriter in complying with Rule 15c2 -12(b)(5) (the
"Rule") promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.
A failure by the Authority to comply with the provisions of the Continuing Disclosure
Agreement is not an event of default under the Fiscal Agent Agreement (although the holders
and beneficial owners of the 2016 Bonds do have remedies at law and in equity). However, a
failure to comply with the provisions of the Continuing Disclosure Agreement must be reported
in accordance with the Rule and must be considered by any broker, dealer or municipal
-47-
securities dealer before recommending the purchase or sale of the 2016 Bonds. Therefore, a
failure by the Authority to comply with the provisions of the Continuing Disclosure Agreement
may adversely affect the marketability of the 2016 Bonds on the secondary market.
During the last five Fiscal Years, the Authority has complied in all material respects with
its obligations under several continuing disclosure agreements entered into in connection with
various community facilities district special tax bonds that it has issued, except for an annual
filing in 2011 for a series of special tax bonds that was filed 105 days after it was required to be
filed under the respective continuing disclosure agreement.
-48-
MISCELLANEOUS
Included herein are brief summaries of certain documents, which summaries do not
purport to be complete or definitive, and reference is made to such documents for full and
complete statements of the contents thereof. Any statements in this Official Statement involving
matters of opinion, whether or not expressly so stated, are intended as such and not as
representations of fact. This Official Statement is not to be construed as a contract or
agreement between the Authority or the District and the purchasers or Owners of any of the
2016 Bonds.
The execution and delivery of this Official Statement has been duly authorized by the
Authority Council, acting as the legislative body of the District.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 01-2 (HARVESTON)
By:
Executive Director
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APPENDIX A
GENERAL, ECONOMIC, AND DEMOGRAPHIC
INFORMATION RELATING TO 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 2016 Bonds or
the Fiscal Agent Agreement.
Introduction
The City. The City of Temecula (the "City") is located in southwestern Riverside County,
California. The City was incorporated on December 1, 1989. Temecula is bordered by the City
of Murrieta to the north and the Pechanga Indian Reservation and San Diego County to the
south. The City of Temecula forms the southwestern anchor of the Inland Empire region.
Temecula is an affluent community. The City is supported by high median and mean
income levels as well as the city's favorable tourism and resort industries. The city is a
prominent tourist destination, with the Temecula Valley Wine Country, Old Town Temecula, the
Temecula Valley Polo Club, the Temecula Valley Balloon & Wine Festival, the Temecula Valley
International Film Festival, championship golf courses, and resort accommodations attracting a
significant amount of tourists.
The City is a general law city, which operates under a council-manager form of
government. The City Council consists of five members elected at -large to staggered four-year
terms. Each year, the City Council elects a Mayor and a Mayor Pro Tem amongst themselves to
serve for one calendar year. The Mayor, who has equal legislative power with fellow members
of the City Council, serves as the ceremonial leader of the city and as the presiding officer of the
bi-weekly City Council meetings.
The County. Riverside County, California (the "County") is the 4th -most populous county
in California and the 11th -most populous in the United States. The County name was taken from
the city of Riverside, which is the county seat.
Roughly rectangle -shaped, Riverside County covers 7,208 square miles (18,670 km2) in
Southern California, spanning from the Greater Los Angeles area to the Arizona border.
Geographically, the county is mostly desert in the central and eastern portions of the county and
is a Mediterranean climate in the western portion of the county. Most of Joshua Tree National
Park is located in the county.
The resort cities of Palm Springs, Palm Desert, Indian Wells, La Quinta, Rancho Mirage,
and Desert Hot Springs are all located in the Coachella Valley region of Riverside County. Large
numbers of Los Angeles area workers have moved to the county to take advantage of its
relatively affordable housing. Alongside neighboring San Bernardino County, it was one of the
fastest growing regions in the state prior to the recent changes in the regional economy. In
addition, smaller, but significant, numbers of people have been moving into Southwest Riverside
County from the San Diego -Tijuana metropolitan area.
A-1
Population
The following table contains the population of the City, the County and the State of
California for the last five years.
CITY OF TEMECULA, RIVERSIDE COUNTY
AND STATE OF CALIFORNIA
Population Data
City of Riverside State of
Year Temecula County California
2012 103,133 2,239,71 37,881,357
5
2013 104,145 2,266,54 38,239,207
9
2014 105,368 2,291,09 38,567,459
3
2015 107,794 2,317,92 38,907,642
4
2016 109,064 2,347,82 39,255,883
8
Source: California Department of Finance E-4 Population Estimates for Cities, Counties and State, 2012-2016 with 2010
Benchmark.
Employment
The County is part of the Riverside -San Bernardino -Ontario MSA, which covers the City
and Riverside and San Bernardino Counties. The following table summarizes the historical
numbers of workers by industry in the Riverside -San Bernardino -Ontario MSA for the last five
years:
RIVERSIDE -SAN BERNARDINO-ONTARIO MSA
(RIVERSIDE AND SAN BERNARDINO COUNTIES)
A-2
Labor Force and Industry Employment
Annual Averages by Industry
2011 2012 2013 2014 2015(1)
Total, All Industries 1,169,400 1,200,200 1,247,800 1,303,700 1,362,400
Total Farm 14,900 15,000 14,500 14,400 15,100
Mining, Logging, and Construction 60,100 63,800 71,200 78,900 86,600
Manufacturing 85,100 86,700 87,300 91,300 95,600
Wholesale Trade 49,200 52,200 56,400 58,900 61,700
Retail Trade 158,500 162,400 164,800 169,400 173,500
Transportation, Warehousing & Utilities 67,900 73,000 78,400 86,600 97,300
Information 12,200 11,700 11,500 11,300 11,300
Financial Activities 39,500 40,200 41,300 42,300 43,200
Professional & Business Services 126,000 127,500 132,400 139,300 144,400
Educational & Health Services 165,400 173,600 187,600 194,800 205,000
Leisure & Hospitality 124,000 129,400 135,900 144,800 151,500
Other Services 39,100 40,100 41,100 43,000 44,000
Government 227,500 224,600 225,200 228,800 233,400
Source: California Employment Development Department, based on March 2015 benchmark.
Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households, and
persons involved in labor/management trade disputes. Employment reported by place of work. Items may not add to totals due to
independent rounding.
(1) Last available full year data.
A-3
The following tables summarize historical employment and unemployment for the
County, the State of California and the United States:
Year
2011
RIVERSIDE COUNTY, CALIFORNIA, and UNITED STATES
Civilian Labor Force, Employment, and Unemployment
(Annual Averages)
2011-2015
Unemployment
Area Labor Force Employment Unemployment Rate (1)
Riverside County 978,500 849,600 128,900 13.2%
California 18,419,500 16,260,100 2,159,400 11.7
United States 153,617,000 139,869,000 13,747,000 8.9
2012 Riverside County 988,600 873,600 115,100 11.6
California 18,554,800 16,630,100 1,924,700 10.4
United States 154,975,000 142,469,000 12,506,000 8.1
2013 Riverside County 998,800 899,900 98,900 9.9
California 18,671,600 17,002,900 1,668,700 8.9
United States 155,389,000 143,929,000 11,460,000 7.4
2014 Riverside County 1,017,000 933,800 83,200 8.2
California 18,811,400 17,397,100 1,414,300 7.5
United States 155,922,000 146,305,000 9,617,000 6.2
2015(2) Riverside County 1,035,200 965,500 69,600 6.7
California 18,981,800 17,798,600 1,183,200 6.2
United States 157,130,000 148,834,000 146,411,000 5.3
Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2011-2015,
and US Department of Labor.
(1) The unemployment rate is computed from unrounded data, therefore, it may differ from rates computed from rounded figures
available in this table.
(2) Latest available full -year data.
A-4
Major Employers
The table below sets forth the ten principal employers of the County in 2015.
RIVERSIDE COUNTY
2015 Major Employers
Employer Name
County of Riverside
March Air Reserve Base
Starter Brothers Market
Wal-Mart
University of California Riverside
Kaiser Permanente
Corona -Norco Unified School District
Temecula Valley Unified School District
Riverside Unified School District
Hemet Unified School District
Total Top 10
Number
of Employees
20,684
8,500
6,900
6,550
5,768
5,300
4,932
4,000
3,871
3,400
69,905
Source: Riverside County CAFR for the Fiscal Year Ended June 30, 2015.
Construction Activity
% of Total
County
Employment
2.17%
.89
.72
.69
.60
.56
.52
.42
.41
.36
7.32
The following table reflects the five-year history of building permit valuation for the City
and the County:
CITY OF TEMECULA
Building Permits and Valuation
(Dollars in Thousands)
Permit Valuation:
New Single-family
New Multi -family
Res. Alterations/Additions
Total Residential
Total Nonresidential
Total All Building
New Dwelling Units:
Single Family
Multiple Family
Total
2011 2012 2013 2014 2015
54,753 58,645 62,540 54,295 34,493
878 5,901 27,523 38,445 4,527
6,949 4,254 5,638 6,346 5,936
62,581 68,802 95,702 99,087 44,957
15,777 36,241 117,203 34,094 18,206
78,359 105,043 212,906 133,182 63,163
280
8
288
329
70
399
316
348
664
Source: Construction Industry Research Board: "Building Permit Summary."
Note: Totals may not add due to independent rounding.
A-5
234
596
830
135
38
173
Permit Valuation:
New Single-family
New Multi -family
Res. Alterations/Additions
Total Residential
Total Nonresidential
Total All Building
New Dwelling Units:
Single Family
Multiple Family
Total
RIVERSIDE COUNTY
Building Permits and Valuation
(Dollars in Thousands)
2011 2012 2013 2014 2015
647,070
113,170
188,468
878,710
490,647
1,369,357
2,659
1,061
904,156
87,878
87,370
1,079,405
657,595
1,737,000
1,138,738
138,636
98,219
1,375,593
2,249,570
3,625,163
3,720 4,716
909 1,427
1,296,552 1,313,084
178,116 110,458
147,081 113,199
1,621,750 1,536,742
814,990 911,464
2,436,740 2,448,207
5,007 5,007
1,931 1,189
3,720 4,629 6,143 6,938 6,196
Source: Construction Industry Research Board: "Building Permit Summary."
Note: Totals may not add due to independent rounding.
Commercial Activity
Taxable sales in the City and County for the five most recent years are shown below.
Beginning in 2009, reports summarize taxable sales and permits using the NAICS codes. As a
result of the coding change, however, industry -level data for 2009 are not comparable to that of
prior years.
CITY OF TEMECULA
Taxable Sales
(dollars in thousands)
Retail and Food Services
Motor Vehicles and Parts Dealers
Home Furnishings and Appliance Stores
Bldg. Matrl. and Garden Equip. and Supplies
Food and Beverage Stores
Gasoline Stations
Clothing and Clothing Accessories Stores
General Merchandise Stores
Food Services and Drinking Places
Other Retail Group
Total Retail and Food Services
All Other Outlets
Total All Outlets
Source:
Note:
(1)
2010 2011 2012 2013 2014(1)
322,715 385,044 478,293 523,274 603,886
67,526 72,180 73,234 77,797 79,181
99,657 105,793 106,644 125,463 132,779
71,194 74,169 76,374 82,678 86,550
196,542 243,563 250,453 236,279 227,615
119,186 133,350 155,124 161,228 168,656
362,572 378,732 388,833 396,128 404,409
237,997 249,781 261,777 274,558 294,229
149,402 156,640 170,559 179,521 198,891
1,626,792 1,799,253 1,961,289 2,056,926 2,196,194
553,511 565,543 574,091 553,361 575,435
2,180,304 2,364,795 2,535,380 2,610,286 2,771,629
California Board of Equalization, Taxable Sales in California (Sales & Use Tax).
Totals may not add up due to independent rounding.
Last available full year data.
A-6
RIVERSIDE COUNTY
Taxable Sales
(dollars in thousands)
2010 2011 2012 2013 2014(1)
Retail and Food Services
Motor Vehicles and Parts Dealers 2,620,568 3,010,487 3,493,098 3,965,201 4,417,943
Furniture and Home Furnishings Stores 412,325 436,482 441,649 486,061 520,393
Electronics and Appliance Stores 470,784 478,406 488,419 510,423 510,061
Bldg Mtrl. and Garden Equip. and Supplies 1,232,145 1,303,073 1,364,513 1,535,178 1,706,183
Food and Beverage Stores 1,267,758 1,304,731 1,356,148 1,421,590 1,509,403
Health and Personal Care Stores 400,207 454,268 490,238 523,724 544,958
Gasoline Stations 2,685,840 3,300,785 3,516,040 3,456,322 3,426,830
Clothing and Clothing Accessories Stores 1,391,174 1,505,821 1,672,482 1,771,603 1,989,623
Sporting Goods, Hobby, Book and Music 428,121 454,971 467,536 499,366 519,188
Stores
General Merchandise Stores 2,947,905 3,051,709 3,174,022 3,298,920 3,289,057
Miscellaneous Store Retailers 652,273 700,338 742,118 758,664 809,032
Nonstore Retailers 92,916 101,876 142,081 243,334 309,809
Food Services and Drinking Places 2,317,486 2,473,339 2,668,324 2,836,388 3,093,862
Total Retail and Food Services 16,919,500 18,576,285 20,016,668 21,306,774 22,646,343
All Other Outlets 6,233,280 7,065,212 8,079,341 8,758,693 9,389,345
Totals All Outlets 23,152,780 25,641,497 28,096,009 30,065,467 32,035,687
Source: California Board of Equalization, Taxable Sales in California (Sales & Use Tax).
Note: Totals may not add up due to independent rounding.
(1) Last available full year data.
A-7
Personal Income
The following table sets forth the yearly total effective buying income and the median
household effective buying income for the City, the County and the State for the prior five years:
Year
2011
CITY OF TEMECULA, RIVERSIDE COUNTY
AND STATE OF CALIFORNIA
Effective Buying Income
Total Effective
Buying Income
Area (000's Omitted)
City of Temecula
Riverside County 39,981,683
California 814,578,457
United States 6,438,704,663
2012 City of Temecula
Riverside County
California
United States
2013 City of Temecula
Riverside County
California
United States
2014 City of Temecula
Riverside County
California
United States
2015 City of Temecula
Riverside County
California
United States
Source: Nielsen Claritas, Inc.
2,222,443
40,157,310
864,088,827
6,737,867,730
2,170,910
40,293,518
858,676,636
6,982,757,379
2,336,785
41,199,300
901,189,699
7,357,153,421
2,608,500
45,407,058
981,231,666
7,757,960,399
A-8
Median Household
Effective
Buying Income
44,116
47,062
41,253
56,305
43,860
47,307
41,358
55,508
44,784
48,340
43,715
60,496
45,576
50,072
45,448
66,028
48,674
53,589
46,738
APPENDIX B
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax shall be levied and collected on all Taxable Property in the Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) ("CFD No. 01-2") each
Fiscal Year in an amount determined by the CFD Administrator through the application of the
appropriate Special Tax based on the procedures described below. All of the real property
within CFD No. 01-2, unless exempted by law or by the provisions hereof, shall be taxed for the
purposes, to the extent and in the manner herein provided.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's
Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown
on the applicable final map, parcel map, condominium plan, or other similar recorded County
instrument.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5,
Division 2 of Title 5 of the Government Code of the State of California.
"Administrative Expenses" means the actual or reasonably estimated costs directly related to
the administration of CFD No. 01-2, including but not limited to: the costs of computing the
Special Taxes and of preparing the annual Special Tax collection schedules (whether by the
CFD Administrator or designee thereof or both); the costs of collecting the Special Taxes
(whether by the Authority, County, City, or otherwise); the costs of remitting the Special Taxes
to the Trustee for any Bonds; the costs of commencing and pursuing to completion any
foreclosure action arising from delinquent Special Taxes; the costs of the Trustee (including its
legal counsel) in the discharge of the duties required of it under any Indenture; the costs of the
Authority, City or designee in complying with arbitrage rebate and disclosure requirements of
applicable federal and State securities laws, the Act and the California Government Code,
including property owner inquiries regarding the Special Taxes; the costs associated with the
release of funds from any escrow account; the costs of the Authority, City or designee related to
an appeal of the Special Tax; and an allocable share of the salaries of the City staff and City
overhead expense directly relating to the foregoing. Administrative Expenses shall also include
amounts advanced by the City or the Authority for any administrative purposes of CFD No. 01-2.
"Apartment Property" means any Assessor's Parcels of Developed Property for which building
permits have been issued for attached residential units which are made available for rental, but
not purchase, by the general public.
B-1
"Assessor's Parcel" means a lot or parcel shown in an Assessor's Parcel Map with an assigned
Assessor's Parcel number.
"Assessor's Parcel Map" means an official map of the Assessor of the County designating
parcels by Assessor's Parcel number.
"Assigned Special Tax" means the Assigned Special Tax A or Assigned Special Tax B.
"Assigned Special Tax A" means the Special Tax A for each Land Use Class of Developed
Property, as determined in accordance with Section C below.
"Assigned Special Tax B" means the Special Tax B for each Land Use Class of Developed
Property, as determined in accordance with Section C below.
"Authority" means the Temecula Public Financing Authority.
"Average Interest Rate" means the quotient resulting from the division of (a) the sum of the
interest rates borne by the Variable Rate Bonds on each Wednesday of the previous Fiscal
Year divided by (b) the number of weeks for which the Variable Rate Bonds were outstanding in
such Fiscal Year, as such quotient is calculated by the CFD Administrator. This rate shall be
calculated without regard to the number of Variable Rate Bonds that were outstanding during
the previous Fiscal Year or at the time of calculation.
"Backup Special Tax A" means the Special Tax A applicable to each Assessor's Parcel of
Developed Property, as determined in accordance with Section C below.
"Board of Directors" means the Board of Directors of the Authority, acting as the legislative body
of CFD No. 01-2.
"Bonds" means any bonds or other debt (as defined in Section 53317(d) of the Act), whether in
one or more series, issued or incurred by CFD No. 01-2 under the Act.
"CFD Administrator" means the Finance Director of the City, or designee thereof, responsible for
determining the Special Tax required, the Average Interest Rate, and various other amounts
described herein for providing for the levy and collection of the Special Taxes.
"CFD No. 01-2" means Community Facilities District No. 01-2 (Harveston) of the Temecula
Public Financing Authority.
"City" means the City of Temecula.
"Conversion Amount" means the costs of converting Variable Rate Bonds to Fixed Rate Bonds
on a Conversion Date, including but not limited to underwriters or purchasers discount, legal
fees and expenses, printing costs, Trustee's fees and costs, a charge for City staff related to
such conversion, special tax consultant fees and expenses, appraisal fees, financial advisory
fees, and other similar expenses.
"Conversion Date" means any date on which any Variable Rate Bonds may be converted to
Fixed Rate Bonds pursuant to the applicable Indenture for such Bonds.
"County" means the County of Riverside.
B-2
"Developed Property" means all Taxable Property, exclusive of Property Owner Association
Property and Public Property, for which (i) a Final Subdivision was recorded prior to the January
1st preceding the Fiscal Year in which the Special Tax is being levied and (ii) a building permit
was issued after January 1, 2001, but prior to the April 1st preceding the Fiscal Year in which
the Special Tax is being levied.
"Extraordinary Special Tax A" means a Special Tax A levied on Other Undeveloped Property as
described in Section E.
"Final Conversion" means the date on which the last of any Variable Rate Bonds are redeemed
or converted to Fixed Rate Bonds, which date shall not be later than the 10th anniversary of the
issuance of the Variable Rate Bonds subject to conversion.
"Final Subdivision" means a subdivision of property evidenced by the recordation of a final map,
parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government
Code Section 66410 et seq.), or the recordation of a condominium plan pursuant to California
Civil Code 1352, that creates individual lots for which building permits may be issued without
further subdivision.
"Fiscal Year" means the period starting July 1 and ending on the following June 30.
"Fixed Rate Bond(s)" means any Outstanding Bond that pays at a fixed rate of interest until its
principal has been fully paid.
"Indenture" means the indenture, trust agreement, fiscal agent agreement, resolution or other
instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented
from time to time, and any instrument replacing or supplementing the same.
"Land Use Class" means any of the classes listed in Table 1.
"Maximum Special Tax " means the Maximum Special Tax A and Maximum Special Tax B.
"Maximum Special Tax A" means the maximum amount of Special Tax A, determined in
accordance with Section C below, that can be levied in any Fiscal Year on any Assessor's
Parcel to satisfy the Special Tax A Requirement.
"Maximum Special Tax B" means the maximum amount of Special Tax B in accordance with
Section C below, that can be levied in any Fiscal Year on any Assessor's Parcel to satisfy the
Special Tax B Requirement.
"Non -Residential Floor Area" means the total floor area of a non-residential building(s) located
on an Assessor's Parcel, measured from outside wall to outside wall, exclusive of overhangs,
porches, patios, carports, or similar spaces attached to the building but generally open on at
least two sides, as determined by reference to the building permit(s) issued for that Assessor's
Parcel, or if these are not available, as otherwise determined by the CFD Administrator.
"One -Time Special Tax A" means a Special Tax A that may be levied on Other Undeveloped
Property as described in Section F, below.
B-3
"Other Non -Residential Property" means all Assessor's Parcels of Developed Property for which
a building permit(s) has been issued for a non-residential use, except for Service Commercial
Property.
"Other Undeveloped Property" means all Undeveloped Property that is not Service Commercial
Property.
"Outstanding Bond(s)" means, as of any date, all Bonds previously issued that are outstanding
under the applicable Indenture.
"Park" means approximately 7.5 acres of landscaped parkland and an 8.5 acre lake located in
Planning Area 3 of the Harveston Specific Plan approved on August 28, 2001.
"Property Owner Association Property" means any property within the boundaries of CFD No.
01-2 that is owned by, or irrevocably dedicated as indicated in an instrument recorded with the
County Recorder, to a property owner association, including any master or sub -association.
"Proportionately" means for Developed Property that the ratio of the actual Special Tax levy to
the Assigned Special Tax is equal for all Assessor's Parcels of Developed Property within CFD
No. 01-2. For Undeveloped Property, "Proportionately" means (i) under the second step of the
Method of Apportionment in Section D, that the ratio of the actual Special Tax A levy per Acre of
Undeveloped Property that is Service Commercial Property to $1,960 and the ratio of the actual
Special Tax A levy per Acre of all Other Undeveloped Property to $3,212 is equal for all
Assessor's Parcels of Undeveloped Property and that the ratio of the actual Special Tax B levy
per Acre of Undeveloped Property will be equal, and (ii) under the third step of the Method of
Apportionment in Section D, that the ratio of the actual Special Tax levy per Acre to the
Maximum Special Tax is equal for all Assessor's Parcels of Other Undeveloped Property.
"Public Property" means any property within the boundaries of CFD No. 01-2 that is used for
rights-of-way or any other purpose and is owned by or irrevocably offered for dedication to the
federal government, the State, the County, the City or any other public agency. Once a parcel
has been designated as Public Property, it shall retain such status permanently.
"Residential Floor Area" means all of the square footage within the perimeter of a residential
structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar
area. The determination of Residential Floor Area shall be made by the CFD Administrator with
reference to the building permit(s) issued for such Assessor's Parcel or other appropriate means
selected by the CFD Administrator. Once such determination has been made for a parcel, it
shall remain fixed in all future Fiscal Years.
"Residential Property" means all Assessor's Parcels of Developed Property for which a building
permit(s) has been issued for purposes of constructing one or more residential dwelling units.
"Service Commercial Property" means all property located within the area defined in Exhibit 1
except for Assessor's Parcels developed as Residential Property.
"Single Family Property" means all Assessor's Parcels of Residential Property, other than
Apartment Property, for which building permits have been issued for detached or attached
residential units.
"Special Tax" means Special Tax A or Special Tax B.
B-4
"Special Tax A" means the Special Tax to be levied in each Fiscal Year on each Assessor's
Parcel of Developed Property, Undeveloped Property, Taxable Property Owner Association
Property and Taxable Public Property to fund the Special Tax A Requirement, and shall include
Special Taxes levied or to be levied under Sections D, E or F, below.
"Special Tax B" means the Special Tax to be levied in each Fiscal Year on each Assessor's
Parcels of Developed Property, or Undeveloped Property , ,. "' to fund the Special Tax B
Requirement, and shall include Special Taxes levied or to be levied under Sections D, E or F,
below.
"Special Tax A Requirement" means that amount required in any Fiscal Year for CFD No. 01-2
to: (a) (i) pay debt service on all Fixed Rate Bonds for the calendar year that commences in
such Fiscal Year, (ii) pay debt service on all Variable Rate Bonds for the calendar year that
commences in such Fiscal Year, assuming a constant interest rate of 3.5% for all Variable Rate
Bonds for the 2002-03 Fiscal Year levy, and assuming a constant interest rate for each Fiscal
Year thereafter equal to the Average Interest Rate for the Fiscal Year immediately preceding
that for which the Special Tax A Requirement is being determined; (iii) pay periodic costs on the
Bonds, including but not limited to, credit enhancement, liquidity support and rebate payments
on the Bonds; (iv) pay Administrative Expenses; and (v) pay any amounts required to establish
or replenish any bond or interest rate reserve funds for any Outstanding Bonds; less (b) a credit
for funds available to reduce the annual Special Tax levy under the Indenture, as determined by
the CFD Administrator.
"Special Tax B Requirement" means that amount required in any Fiscal Year for CFD No. 01-2
to pay the estimated costs of providing services, including the salaries of City staff related to
and a proportionate share of City overhead costs, for the maintenance of the Park in an amount
not to exceed $206,276 for Fiscal Year 2002-2003, increasing by 1% each Fiscal Year
thereafter.
"State" means the State of California.
"Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 01-2
that are not exempt from the Special Tax pursuant to law or Section G below.
"Taxable Property Owner Association Property" means all Assessor's Parcels of Property
Owner Association Property that are not exempt pursuant to Section G below.
"Taxable Public Property" means all Assessor's Parcels of Public Property that are not exempt
pursuant to Section G below.
"Total Floor Area" means for an Assessor's Parcel, the sum of the Residential Floor Area plus
the Non -Residential Floor Area.
"Trustee" means the trustee or fiscal agent under the Indenture.
"Undeveloped Property" means, for each Fiscal Year, all Taxable Property not classified as
Developed Property, Taxable Property Owner Association Property or Taxable Public Property.
B-5
"Update Property" means an Assessor's Parcel of Undeveloped Property for which a building
permit has been issued, but which has not yet been classified as Developed Property, Taxable
Property Owner Association Property or Taxable Public Property.
"Variable Rate Bond(s)" means any Outstanding Bond that is not a Fixed Rate Bond.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, all Taxable Property within CFD No. 01-2 shall be classified as Developed
Property, Taxable Public Property, Taxable Property Owner Association Property or
Undeveloped Property, and shall be subject to Special Taxes pursuant to Sections C, D, E, and
F below. Developed Property shall be assigned to a Land Use Class as specified in Table 1.
The Assigned Special Tax for Residential Property shall be based on the Residential Floor Area
located on the Assessor's Parcel, unless it qualifies as Apartment Property, for which the
Assigned Special Tax shall be based on the number of dwelling units. The Assigned Special
Tax for Service Commercial Property and Other Non -Residential Property shall be based on the
Acreage of the Assessor's Parcel, except that any Assessor's Parcel of Service Commercial
Property that has become Residential Property shall be assigned to Land Use Classes 1
through 6, and shall no longer be considered Service Commercial Property for Assigned Special
Tax or Backup Special Tax A purposes.
C. MAXIMUM SPECIAL TAX RATE
1. Developed Property
a. Maximum Special Tax
The Maximum Special Tax A 'shall be the greater of (i) the amount derived by
application of the Assigned Special Tax A, or (ii) the amount derived by application of the
Backup Special Tax A. The Maximum Special Tax B shall be the Assigned Special Tax B. The
Maximum Special Tax for each Assessor's Parcel classified as Developed Property shall be
Maximum Special Tax A plus Maximum Special Tax B.
b. Assigned Special Tax
The Assigned Special Tax for Developed Property in each Fiscal Year for each Land
Use Class, starting with Fiscal Year 2002-03 and for each Fiscal Year thereafter, is
shown below in Table 1.
B-6
TABLE 1
Assigned Special Tax Amounts for Developed Property
For Fiscal Year 2002-03
Community Facilities District No. 01-2
Land
Use
Clas
s
Description
Residential Floor Area
Assigned
Special Tax A
Per Unit/Acre
Assigned
Special Tax B
Per Unit/Acre
Combined
Assigned
Special Tax Per
Unit/Acre
1
Single Family Property
3,050 or more square feet
$1,574 per unit
$107 per unit
$1,681 per unit
2
Single Family Property
2,650 or more, but less
than 3,050 square feet
$1,280 per unit
$107 per unit
$1,387 per unit
3
Single Family Property
2,250 or more, but less
than 2,650 square feet
$1,146 per unit
$107 per unit
$1,253 per unit
4
Single Family Property
1,850 or more, but less
than 2,250 square feet
$892 per unit
$107 per unit
$999 per unit
5
Single Family Property
<1,850 square feet
$483 per unit
$107 per unit
$590 per unit
6
Apartment Property
Not Applicable
$200 per unit
$107 per unit
$307 per unit
7
Service Commercial
Property*
Not Applicable
$1,960 per Acre
$0 per Acre
$1,960 per Acre
8
Other Non -Residential
Property
Not Applicable
$6,126 per Acre
$685 per Acre
$6,811 per Acre
*Notwithstanding Table 1, any residential development occurring on Service Commercial Property shall
be taxed at the rates listed under Land Use Classes 1-6, as applicable.
For each Fiscal Year following Fiscal Year 2002-2003, the tax rates for Assigned Special Tax B
stated above shall increase by an amount equal to 1.00% of the maximum tax rates in effect for
the prior Fiscal Year.
c. Backup Special Tax A
The Backup Special Tax A for Developed Property in each Fiscal Year, starting with
Fiscal Year 2002-2003 and for each Fiscal Year thereafter, shall be $6,126 per Acre for
Residential Property and Other Non -Residential Property, and $1,960 per Acre for
Service Commercial Property.
d. Multiple Land Use Classes
In some instances an Assessor's Parcel of Developed Property may contain more than
one Land Use Class. The Assigned Special Tax levied on an Assessor's Parcel shall be
the sum of the Assigned Special Tax levies for all Land Use Classes located on that
Assessor's Parcel. The Backup Special Tax A levied on an Assessor's Parcel shall be
the sum of the Backup Special Tax A levies that can be imposed on all Land Use
Classes located on that Assessor's Parcel. The Maximum Special Tax levied on an
Assessor's Parcel shall be the sum of the Maximum Special Tax levies that can be
imposed on all Land Use Classes located on that Assessor's Parcel.
For purposes of calculating the Backup Special Tax A (but not the Assigned Special Tax
A) for each Land Use Class under such circumstances, the Acreage assigned to each
Land Use Class shall be based on the proportion of Residential Floor Area or Non -
B -7
Residential Floor Area that is built for each Land Use Class as compared with the Total
Floor Area built on the Assessor's Parcel. All allocations made under this section shall
be determined by the CFD Administrator, and all such allocations shall be final.
2. Undeveloped Property, Taxable Property Owner Association Property and Taxable
Public Property
a. Maximum Special Tax
The Maximum Special Tax for Fiscal Year 2002-03 and future Fiscal Years for
Undeveloped Property that is Service Commercial Property shall be $1,960 per Acre.
The Maximum Special Tax for Fiscal Year 2002-03 and future Fiscal Years for Taxable
Property Owner Association Property and Taxable Public Property shall be $6,126 per
Acre. The Maximum Special Tax A for Fiscal Year 2002-03 and future Fiscal Years for
Other Undeveloped Property shall be $6,126 per Acre plus any Extraordinary Special
Tax A or One -Time Special Tax A that may be applicable. The Maximum Special Tax B
for Other Undeveloped Property shall be $685 per Acre for Fiscal Year 2002-2003 and
shall increase by an amount equal to 1.00% of the maximum tax rates in effect for the
prior Fiscal Year. The Maximum Special Tax for each Assessor's Parcel classified as
Other Undeveloped Property, shall be Maximum Special Tax A plus Maximum Special
Tax B.
b. Extraordinary Special Tax A and One -Time Special Tax A
The Extraordinary Special Tax A and the One -Time Special Tax A, as described in
Sections E and F below, are not limited by specific maximum levels, but instead may be
levied at whatever levels are required to meet the objectives of Sections E and F.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2002-03, and for each following Fiscal Year, the CFD
Administrator shall levy the Special Tax as follows:
First: Special Tax A shall be levied on each Assessor's Parcel of Developed Property at 100%
of the applicable Assigned Special Tax A for each Fiscal Year to and including the Fiscal Year
in which Final Conversion occurs, irrespective of the Special Tax A Requirement, in order to pay
amounts described in the definition of the "Special Tax A Requirement," as well as to
accumulate funds to maintain an interest rate reserve account with respect to Variable Rate
Bonds established under the Indenture at a level specified in the Indenture, to pay Conversion
Amounts and for the redemption of Variable Rate Bonds under the Indenture. For each
subsequent Fiscal Year, Special Tax A shall be levied Proportionately on each Assessor's
Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A as
needed to satisfy the Special Tax A Requirement; and Special Tax B shall be levied
Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the
applicable Assigned Special Tax B as needed to satisfy the Special Tax B Requirement;
Second: If additional monies are needed to satisfy the Special Tax A Requirement after the first
step has been completed, Special Tax A shall be levied Proportionately on each Assessor's
Parcel of Undeveloped Property that is Service Commercial Property at up to $1,960 per Acre
B-8
and Proportionately on each Assessor's Parcel of Other Undeveloped Property at up to $3,212
per Acre and if additional monies are needed to satisfy the Special Tax B Requirement after the
first step has been completed, Special Tax B shall be levied Proportionately on each Assessor's
Parcel of Other Undeveloped Property at up to $685 Acre;
Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first
two steps have been completed, Special Tax A shall be levied Proportionately on each
Assessor's Parcel of Other Undeveloped Property at up to $6,961 per Acre;
Fourth: If additional monies are needed to satisfy the Special Tax A Requirement after the first
three steps have been completed, then the levy of Special Tax A on each Assessor's Parcel of
Developed Property whose Maximum Special Tax A is determined through the application of the
Backup Special Tax A shall be increased Proportionately from the Assigned Special Tax A up to
the Maximum Special Tax A for each such Assessor's Parcel;
Fifth: If additional monies are needed to satisfy the Special Tax A Requirement after the first
four steps have been completed, then the Special Tax A shall be levied Proportionately on each
Assessor's Parcel of Taxable Property Owner Association Property up to the Maximum Special
Tax A for Taxable Property Owner Association Property; and
Sixth: If additional monies are needed to satisfy the Special Tax A Requirement after the first
five steps have been completed, then the Special Tax A shall be levied Proportionately on each
Assessor's Parcel of Taxable Public Property up to the Maximum Special Tax A for Taxable
Public Property.
Notwithstanding the above, under no circumstances will the Special Tax levied against any
Assessor's Parcel of Residential Property used for private residential purposes be increased by
more than ten percent as a consequence of delinquency or default by the owner of any other
Assessor's Parcel within CFD No. 01-2.
E. EXTRAORDINARY SPECIAL TAX A
If at any time during a Fiscal Year the interest rate on Variable Rate Bonds exceeds the rate
described in clause (a)(ii) of the definition of "Special Tax A Requirement" that was utilized to
determine that Fiscal Year's Special Tax A Requirement, it may be necessary to levy an
Extraordinary Special Tax A on all Other Undeveloped Property to cover any shortfall in funds
available to pay interest due on Variable Rate Bonds in such Fiscal Year.
Three business days prior to any interest payment date for Variable Rate Bonds, if sufficient
funds are not available in a debt service or interest rate reserve account for the payment of
Variable Rate Bonds under the Indenture, the CFD Administrator shall levy Special Taxes
Proportionately on Assessor's Parcels classified for such Fiscal Year as Other Undeveloped
Property in an aggregated amount equal to the amount of the insufficiency, and the payment of
Special Taxes so levied shall be due and payable on (and will be delinquent if not paid by) the
day prior to such interest payment date. Special Taxes levied under Section E shall be levied by
means of direct billing to the affected property owners.
B-9
F. ONE-TIME SPECIAL TAX A
In any Fiscal Year up to and including the Fiscal Year in which the Final Conversion occurs,
there shall be levied on each Assessor's Parcel classified in such Fiscal Year as Other
Undeveloped Property a One -Time Special Tax A in an amount determined by the CFD
Administrator as follows:
(i)
three business days prior to Final Conversion, in an amount equal to the cost of
redemption of any Variable Rate Bonds that are not expected to be converted to Fixed
Rate Bonds on the Final Conversion, and
(ii) three business days prior to any Conversion Date in an amount equal to (a) the
Conversion Amount, less (b) any amounts then available for payment of the costs of
conversion of Variable Rate Bonds to Fixed Rate Bonds or such Conversion Date in an
account established for such purpose under the Indenture.
Special Taxes levied under this Section F shall be levied by means of direct billing to the
affected property owner(s). Payment of Special Taxes so levied shall be due no later than the
date of Final Conversion or the Conversion Date to which the levy pertains.
G. EXEMPTIONS
No Special Tax shall be levied on up to 16.5 Acres of Property Owner Association Property and
on up to 93.3 Acres of Public Property. The CFD Administrator will assign tax-exempt status to
Assessor's Parcels in the chronological order in which such Parcels are known to the CFD
Administrator to become Property Owner Association Property or Public Property. Once an
Assessor's Parcel has been classified as Public Property, its tax-exempt status will be
permanent, independent of its future uses.
All Assessor's' Parcels that have fully prepaid their Special Tax A lien pursuant to Section J are
exempt from future Special Tax A levies, but shall be subject to Special Tax B levies. Property
Owner Association Property or Public Property that is not exempt from Special Tax A levies
under this section shall be subject to the levy of Special Tax A and shall be taxed
Proportionately as part of the fifth and sixth steps, respectively, in Section D above, at up to
100% of the applicable Maximum Special Tax A for Taxable Property Owner Association
Property or Taxable Public Property.
H. REVIEW AND APPEAL
Any taxpayer may file a written appeal of the Special Tax A or Special Tax B levied on his/her
property with the CFD Administrator, provided that the appellant is current in his/her payments
of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must
be paid on or before the payment date established when the levy was made. The appeal must
specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator
shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and
advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the
CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the
appellant's property. No refunds of previously paid Special Taxes shall be made.
B-10
I. MANNER OF COLLECTION
The Special Tax as levied pursuant to Section D above shall be collected in the same manner
and at the same time as ordinary ad valorem property taxes; provided, however, that the CFD
Administrator may directly bill the Special Tax, may collect Special Taxes at a different time or in
a different manner if necessary to meet the financial obligations of CFD No. 01-2 or as
otherwise determined appropriate by the CFD Administrator. For purposes of Sections E and F,
the CFD Administrator shall directly bill the affected property owners for the Extraordinary
Special Tax A levies and One -Time Special Tax A levies, unless an alternative mechanism has
been determined by the CFD Administrator.
J. PREPAYMENT OF SPECIAL TAX A
The following definition applies to Section J.
"Outstanding Prepayment Bonds" means, as of any date, all Bonds previously issued that are
anticipated by the CFD Administrator to be outstanding under the applicable Indenture
immediately after the first principal payment date for such Bonds following the then current
Fiscal Year.
1. Prepayment in Full — Special Tax A
The Special Tax A obligation described in Section D above with respect to any
Assessor's Parcel of Developed Property, Update Property, or Undeveloped Property that is
Service Commercial Property may be fully prepaid, except that a Special Tax B shall be levied
on such Assessor's Parcel after the prepayment has occurred. In addition, the Special Tax A
obligation of any Assessor's Parcel of Taxable Public Property and or Taxable Property Owner
Association Property may be prepaid, without a Special Tax B being levied thereafter. A
prepayment may be made on an Assessor's Parcel only if there are no delinquent Special Tax
levies with respect to such Assessor's Parcel at the time of prepayment. An owner of an
Assessor's Parcel intending to prepay the Special Tax A obligation shall provide the CFD
Administrator with written notice of intent to prepay. Within 30 days of receipt of such written
notice, the CFD Administrator shall notify such owner of the prepayment amount of such
Assessor's Parcel. The CFD Administrator may charge the Assessor's Parcel owner a
reasonable fee for providing these figures, which must be paid by the owner of the Assessor's
Parcel prior to the calculation of the prepayment amount. Prepayment must be made not less
than 15 days prior to the next occurring date that notice of redemption of Bonds from the
proceeds of such prepayment may be given to the Trustee pursuant to the Indenture.
The Prepayment Amount (defined below) for any Assessor's Parcel of Taxable Public
Property may be determined by the CFD Administrator as authorized under Sections 53317.3
and 53317.5 of the Act. However, no Special Tax A prepayment for any Assessor's Parcel of
Taxable Public Property shall be allowed unless the amount of Assigned Special Tax A levies
that may be imposed on Taxable Property within CFD No. 01-2 after the proposed prepayment
is at least 1.1 times the maximum annual debt service on all Outstanding Bonds.
The Prepayment Amount (defined below) shall be calculated as summarized below
(capitalized terms as defined below):
B-11
Bond Redemption Amount
plus Redemption Premium
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Total: equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount shall be calculated as
follows:
Paragraph No.:
1. Confirm that no Special Tax delinquencies apply to such Assessor's Parcel.
2. For Assessor's Parcels of Developed Property and Service Commercial Property that is
Developed Property, compute the Assigned Special Tax A and Backup Special Tax A
applicable for the Assessor's Parcel to be prepaid. For Assessor's Parcels of Service
Commercial Property that are Undeveloped Property, compute the Maximum Special
Tax A for the Assessor's Parcel to be repaid. For Assessor's Parcels of Undeveloped
Property which are also classified as Update Property, compute the Assigned Special
Tax A and Backup Special Tax A for that Assessor's Parcel as though it was already
designated as Developed Property, based upon the building permit which has already
been issued for that Assessor's Parcel.
3. (a) Divide the Assigned Special Tax A or Maximum Special Tax A computed pursuant to
paragraph 2 by the estimated Assigned Special Tax A levies for all of CFD No. 01-2
based on the Developed Property Special Tax A levies which could be imposed in the
current Fiscal Year on all expected development in CFD No. 01-2, excluding any
Assessor's Parcels which have been prepaid; and
(b) Divide the Backup Special Tax A computed pursuant to paragraph 2 by the estimated
Backup Special Tax A levies at buildout for CFD No. 01-2 using the Backup Special Tax
A amounts for the current Fiscal Year, excluding any Assessor's Parcels which have
been prepaid.
4. Multiply the larger quotient computed pursuant to paragraph 3(a) or 3(b) by the
Outstanding Prepayment Bonds, and (if determined necessary by the CFD Administrator
to effect the redemption of Bonds with such prepayment) round up to the nearest integral
multiple of $5,000 to compute the amount of Outstanding Prepayment Bonds to be
retired and prepaid (the "Bond Redemption Amount").
5. Multiply the Bond Redemption Amount computed pursuant to paragraph 4 by the
applicable redemption premium, if any, on the Outstanding Prepayment Bonds to be
redeemed (the "Redemption Premium").
6. Compute the amount needed to pay interest on the Bond Redemption Amount from the
first bond interest and/or principal payment date following the current Fiscal Year until
the earliest redemption date for the Outstanding Prepayment Bonds. Under a variable-
rate bond scenario, the amount needed to pay interest on the Bond Redemption Amount
shall be determined by the CFD Administrator.
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7 Determine the amount of the Special Tax A levied on the Assessor's Parcel in the
current Fiscal Year which, has not yet been paid.
8. Compute the minimum amount the CFD Administrator reasonably expects to derive from
the reinvestment of the Prepayment Amount less the Administrative Fees and Expenses
from the date of prepayment until the redemption date for the Outstanding Prepayment
Bonds to be redeemed with the prepayment.
9. Add the amounts computed pursuant to paragraphs 6 and 7 and subtract the amount
computed pursuant to paragraph 8 (the "Defeasance Amount").
10. Verify the administrative fees and expenses of CFD No. 01-2, including the costs of
computation of the prepayment, the costs to invest the prepayment proceeds, the costs
of redeeming Bonds, and the costs of recording any notices to evidence the prepayment
and the redemption (the "Administrative Fees and Expenses").
11. If bond reserve funds for the Outstanding Prepayment Bonds, if any, are anticipated to
be at or above 100% of the bond reserve requirement (as specified in the Indenture)
immediately after the first principal payment date in the next Fiscal Year, the reserve
fund credit shall equal the expected reduction in the bond reserve requirement, if any,
associated with the redemption of Outstanding Prepayment Bonds as a result of the
prepayment (the "Reserve Fund Credit"). No Reserve Fund Credit shall be granted if
bond reserve funds are anticipated to be below 100% of the bond reserve requirement
immediately after the first principal payment date in the next Fiscal Year.
12. The Special Tax A prepayment is equal to the sum of the amounts computed pursuant to
paragraphs 4, 5, 9 and 10, less the amounts computed pursuant to paragraph 11 (the
"Prepayment Amount").
13. From the Prepayment Amount, the amounts computed pursuant to paragraphs 4, 5, and
9 shall be deposited into the appropriate fund as established under the Indenture and be
used to retire Outstanding Prepayment Bonds or make debt service payments. The
amount computed pursuant to paragraph 10 shall be retained by CFD No. 01-2.
The Prepayment Amount may be insufficient to redeem an integral multiple of $5,000 of Bonds.
In such cases, the increment above $5,000 or integral multiple thereof will be retained in the
appropriate fund established under the Indenture to be used with the next prepayment of Bonds.
As a result of the payment of the current Fiscal Year's Special Tax A levy as determined under
paragraph 7 (above), the CFD Administrator shall remove the Special Tax A from the current
Fiscal Year's levy for such Assessor's Parcel from the County tax rolls. With respect to any
Assessor's Parcel that is prepaid, the Board of Directors shall cause a suitable notice to be
recorded in compliance with the Act, to indicate the prepayment of Special Tax A and the
release of the Special Tax A lien on such Assessor's Parcel, and the obligation of such
Assessor's Parcel to pay the Special Tax A shall cease. However, Special Tax B shall still be
levied on such Assessor's Parcels.
Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the
amount of Maximum Special Taxes that may be levied on Taxable Property within CFD No. 01-
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2 after the proposed prepayment is at least 1.1 times the maximum annual debt service on all
Outstanding Bonds.
2. Prepayment in Part — Special Tax A
The Maximum Special Tax A on an Assessor's Parcel of Developed Property, Update
Property or Service Commercial Property may also be partially prepaid. The amount of the
prepayment shall be calculated as in Section J.1; except that a partial prepayment shall be
calculated according to the following formula (provided that the partial prepayment must in any
event be sufficient to, in addition to payment of all other components of the Prepayment
Amount, redeem Bonds in increments of $5,000):
PP = PE x F
These terms have the following meaning:
PP = the partial prepayment
PE = the Prepayment Amount calculated according to Section J.1
F = the percent by which the owner of the Assessor's Parcel(s) is partially
prepaying the Maximum Special Tax A.
The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special
Tax A shall notify the CFD Administrator of (i) such owner's intent to partially prepay the
Maximum Special Tax A, (ii) the percentage by which the Maximum Special Tax A shall be
prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable.
The CFD Administrator shall provide the owner with a statement of the amount required for the
partial prepayment of the Maximum Special Tax A for an Assessor's Parcel within 30 days of
the request and may charge a reasonable fee for providing this service. Such fee must be paid
prior to the calculation of the Prepayment Amount.
With respect to any Assessor's Parcel that is partially prepaid, the CFD Administrator
shall (i) distribute the funds remitted to it according to Paragraph 13 of Section J.1. and (ii)
indicate in the records of CFD No. 01-2 that there has been a partial prepayment of the
Maximum Special Tax A and that a portion of the Maximum Special Tax A equal to the
outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A shall continue to be
authorized to be levied on such Assessor's Parcel pursuant to Section D. Special Tax B shall
also be levied on such Assessor's Parcel.
K. TERM OF SPECIAL TAX
Special Tax A shall be levied for a period not to exceed 50 Fiscal Years, commencing with
Fiscal Year 2002-03.
All Assessor's Parcels of Taxable Property within CFD No. 01-2 shall continue to be subject to
the levy and collection of the Special Tax to satisfy Special Tax B Requirement as long as the
City operates and maintains the Park.
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EXHIBIT 1
LEGAL DESCRIPTION
SERVICE COMMERCIAL PROPERTY
That certain parcel of land situated in the City of Temecula, County of Riverside, State of
California, being those portions of Lots 109, 110, 120 and 121 (together with those portions of
vacated Date Street, Monroe Avenue and Jackson Avenue adjoining said lots), all as shown on
a Map of the Temecula Land and Water Company filed in Book 8, Page 359 of Maps, Records
of San Diego County, California, together with a portion of Parcel 4 of Parcel Map No. 19677
(together with that portion of Ynez Road adjoining said Parcel 4), all as shown on a map filed in
Book 135, Pages 85 and 86 of Parcel Maps, Records of Riverside County, California, described
as a whole as follows:
BEGINNING at the most northerly corner of said Lot 121, said corner being a point on the
centerline of said Jackson Avenue;
thence along said centerline South 41.038'09" East 1290.73 feet to the most northerly corner of
said Lot 120;
thence continuing along said centerline South 4214'33" East 1290.79 feet to the most easterly
corner of said Lot 120;
thence continuing along said centerline South 41.052'47" East 794.56 feet to the centerline of
said Ynez Road;
thence along said centerline of Ynez Road South 3007'20" West 432.14 feet to the beginning
of a tangent curve concave southeasterly and having a radius of 1675.00 feet;
thence along said curve southwesterly 699.71 feet through a central angle of 2356'04" to the
easterly prolongation of a course in the southeasterly line of said Parcel 4 shown as "North
8348'37" West" on said Parcel Map;
thence radically from said curve, along said course and prolongation North 8348'44" West
142.82 feet to an angle point in said southeasterly line;
thence along said southeasterly line South 6331'52" West 962.68 feet to the most southerly
corner of said Parcel 4 and a point in the northeasterly line of Interstate 215;
thence along said northeasterly line through the following courses: North 2926'02" West
376.97 feet;
thence North 3035'46" West 450.40 feet;
thence North 2841'12" West 758.78 feet;
thence North 1840'57" West 346.24 feet;
thence North 2839'30" West 199.91 feet;
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thence North 3745'11" West 253.17 feet;
thence North 2958'20" West 449.97 feet;
thence North 21.049'02" West 251.95 feet;
thence North 2824'39" West 519.02 feet to the northwesterly line of said Lot 121;
thence along said northwesterly line North 4810'42" East 1190.56 feet to the POINT OF
BEGINNING.
CONTAINING: 135.24 Acres, more or less.
SUBJECT To all covenants, rights, rights-of-way and easements of record.
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APPENDIX C
SUMMARY OF THE FISCAL AGENT AGREEMENT
The following is a summary of certain provisions of the Fiscal Agent Agreement not
otherwise described in the text of this Official Statement. This summary does not purport to be
comprehensive or definitive and is subject to the complete terms and provisions of the Fiscal
Agent Agreement, to which reference is hereby made.
[to come]
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APPENDIX D
FORM OF OPINION OF BOND COUNSEL
December _ 2016
Board of Directors
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
OPINION: $ Temecula Public Financing Authority Community Facilities
District 01-2 (Harveston) 2016 Special Tax Refunding Bonds
Members of the Board of Directors:
We have acted as bond counsel in connection with the issuance by the Temecula Public
Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing
Authority Community Facilities District No. 01-2 (Harveston) (the "District"), of its $
Temecula Public Financing Authority Community Facilities District 01-2 (Harveston) 2016
Special Tax Refunding Bonds (the "Bonds") pursuant to the Mello -Roos Community Facilities
Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the
"Act"), Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government
Code, a Fiscal Agent Agreement, dated as of December 1, 2016 (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, and Resolution No. TPFA 16- adopted by the Board
of Directors of the Authority on October 25, 2016 (the "Resolution").
In connection with this opinion, we have examined the law and such certified
proceedings and other documents as we deem necessary to render this opinion. As to
questions of fact material to our opinion, we have relied upon representations of the Authority
contained in the Resolution and in the Fiscal Agent Agreement, and in the certified proceedings
and certifications of public officials and others furnished to us, without undertaking to verify the
same by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The Authority is duly created and validly existing as a joint exercise of powers
authority, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and
perform the agreements on its part contained therein and issue the Bonds.
2. The Fiscal Agent Agreement has been duly entered into by the Authority and
constitutes a valid and binding obligation of the Authority enforceable upon the Authority.
3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds
pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with the pledge
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thereof for the security of any Parity Bonds that may be issued under, and as such term is
defined in, the Fiscal Agent Agreement.
4. The Bonds have been duly authorized, executed and delivered by the Authority
and are valid and binding limited obligations of the Authority for the District, payable solely from
the sources provided therefor in the Fiscal Agent Agreement, on a parity with any Parity Bonds
that may be issued under and as such term is defined in the Fiscal Agent Agreement.
5. Subject to the Authority's compliance with certain covenants, interest on the
Bonds (i) is excludable from gross income of the owners thereof for federal income tax
purposes, and (ii) is not included as an item of tax preference in computing the alternative
minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as
amended, but is taken into account in computing an adjustment used in determining the federal
alternative minimum tax for certain corporations. Failure by the Authority to comply with certain
of such covenants could cause interest on the Bonds to be includable in gross income for
federal income tax purposes retroactively to the date of issuance of the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by
the State of California.
Ownership of the Bonds may result in other tax consequences to certain taxpayers, and
we express no opinion regarding any such collateral consequences arising with respect to the
Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution
and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and
also may be subject to the exercise of judicial discretion in accordance with general principles of
equity.
In rendering this opinion, we have relied upon certifications of the Authority and others
with respect to certain material facts. Our opinion represents our legal judgment based upon
such review of the law and facts that we deem relevant to render our opinion and is not a
guarantee of a result. This opinion is given as of the date hereof and we assume no obligation
to revise or supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
Respectfully submitted,
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APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated
as of December 1, 2016, is by and between ALBERT A. WEBB ASSOCIATES, as
dissemination agent (the "Dissemination Agent"), and the TEMECULA PUBLIC FINANCING
AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the
State of California (the "Authority").
RECITALS:
WHEREAS, the Authority has issued, for and on behalf of the Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District"), its
Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston), 2016
Special Tax Refunding Bonds (the "Bonds") in the initial principal amount of $ ; and
WHEREAS, the Bonds have been issued pursuant to a Fiscal Agent Agreement, dated
as of December 1, 2016 (the "Fiscal Agent Agreement"), by and between U.S. Bank National
Association, as fiscal agent (the "Fiscal Agent"), and the Authority, for and on behalf of the
District; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority
and the Dissemination Agent for the benefit of the owners and beneficial owners of the Bonds
and in order to assist the underwriter of the Bonds in complying with S.E.C. Rule 15c2 -12(b)(5).
AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises and mutual covenants
herein contained, and for other consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. In addition to the definitions of capitalized terms set forth in
Section 1.03 of the Fiscal Agent Agreement, which apply to any capitalized term used in this
Disclosure Agreement unless otherwise defined in this Section or in the Recitals above, the
following terms shall have the following meanings when used in this Disclosure Agreement:
"Annual Report" means any Annual Report provided by the Authority pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Beneficial Owner" shall mean any person who (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond
(including persons holding any Bonds through nominees, depositories or other
intermediaries), or (b) is treated as the owner of any Bond for federal income tax
purposes.
"Disclosure Representative" means the Treasurer, or such person's designee, or
such other officer or employee of the Authority as the Authority shall designate as the
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Disclosure Representative hereunder in writing to the Dissemination Agent from time to
time.
"Dissemination Agent' means Albert A. Webb Associates, acting in its capacity
as Dissemination Agent hereunder, or any successor Dissemination Agent designated in
writing by the Authority and which has filed with the Authority a written acceptance of
such designation.
"EMMA" or "Electronic Municipal Market Access" means the centralized on-line
repository for documents to be filed with the MSRB, such as official statements and
disclosure information relating to municipal bonds, notes and other securities as issued
by state and local governments.
"Listed Events" means any of the events listed in Section 5(a) or 5(b) of this
Disclosure Agreement.
"MSRB" means the Municipal Securities Rulemaking Board, which has been
designated by the Securities and Exchange Commission as the sole repository of
disclosure information for purposes of the Rule, or any other repository of disclosure
information which may be designated by the Securities and Exchange Commission as
such for purposes of the Rule in the future.
"Official Statement' means the Official Statement, dated November _, 2016,
relating to the Bonds.
"Participating Underwriter" means the original underwriter of the Bonds required
to comply with the Rule in connection with offering of the Bonds.
"Rule" means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time.
Section 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Authority and the Dissemination Agent for the benefit of the
owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter
in complying with the Rule.
Section 3. Provision of Annual Reports.
(a) Delivery of Annual Report. The Authority shall, or shall cause the Dissemination
Agent to, not later than the March 1 occurring after the end of each fiscal year of the Authority,
commencing with the report for the 2015-16 fiscal year, which is due not later than March 1,
2017, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB,
an Annual Report that is consistent with the requirements of Section 4 of this Disclosure
Agreement. The Annual Report may be submitted as a single document or as separate
documents comprising a package and may cross-reference other information as provided in
Section 4 of this Disclosure Agreement; provided that any audited financial statements of the
Authority may be submitted separately from the balance of the Annual Report and later than the
date required above for the filing of the Annual Report if they are not available by that date.
E-2
(b) Change of Fiscal Year. If the Authority's fiscal year changes, it shall give notice of
such change in the same manner as for a Listed Event under Section 5(c), and subsequent
Annual Report filings shall be made no later than six months after the end of such new fiscal
year end.
(c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15)
Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b) of
this Section 3 for providing the Annual Report to EMMA), the Authority shall provide the Annual
Report to the Dissemination Agent (if other than the Authority). If by such date, the
Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent
shall notify the Authority.
(d) Report of Non -Compliance. If the Authority is the Dissemination Agent and is unable
to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b))
of this Section 3, the Authority shall send a notice to EMMA substantially in the form attached
hereto as Exhibit A. If the Authority is not the Dissemination Agent and is unable to provide an
Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section
3, the Dissemination Agent shall send a notice to EMMA in substantially the form attached
hereto as Exhibit A in a timely manner.
(e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination
Agent is other than the Authority, file a report with the Authority certifying that the Annual Report
has been filed with EMMA pursuant to Section 3 of this Disclosure Agreement, stating the date it
was so provided and filed.
Section 4. Content of Annual Reports. It is acknowledged that the Closing Date for the
Bonds occurred after the end of the 2015-2016 fiscal year of the Authority. In light of the
foregoing, submission of the Official Statement shall satisfy the Authority's obligation to file an
Annual Report for fiscal year 2015-2016.
The Annual Report for each fiscal year commencing with the Annual Report for the
2016-2017 fiscal year, shall contain or incorporate by reference the following:
(a) Financial Statements. Audited financial statements of the Authority for the
most recently completed fiscal year, prepared in accordance with generally accepted
accounting principles as promulgated to apply to governmental entities from time to time
by the Governmental Accounting Standards Board. If the Authority's audited financial
statements are not available by the time the Annual Report is required to be filed
pursuant to Section 3(a), the audited financial statements shall be filed in the same
manner as the Annual Report when they become available.
(b) Other Annual Information. The Annual Report for each fiscal year
commencing with fiscal year 2016-2017 shall also include the following information:
(i) The principal amount of Bonds Outstanding as of the September 30
next preceding the date of the Annual Report.
(ii) The balance in the Reserve Fund, and a statement of the Reserve
Requirement, as of the September 30 next preceding the date of the Annual
Report.
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(iii) The total assessed value of all parcels within the District on which the
Special Taxes are levied, as shown on the assessment roll of the County
Assessor last equalized prior to the September 30 next preceding the date of the
Annual Report, and a statement of assessed value -to -lien ratios therefor, either
by individual parcel or by categories, in a table similar to Table 4 in the Official
Statement, but excluding in the determination of value -to -lien ratios land secured
debt not related to District obligations and general obligation bonded
indebtedness.
(iv) The Special Tax aggregate delinquency rate for all parcels within the
District on which the Special Taxes are levied, the aggregate number of parcels
within the District on which the Special Taxes are levied and which are
delinquent in payment of Special Taxes, and the percentage of the most recent
annual Special Tax levy that is delinquent, all as of the September 30 next
preceding the date of the Annual Report.
(v) The status of foreclosure proceedings for any parcels within the
District on which the Special Taxes are levied and a summary or the results of
any foreclosure sales, or other collection efforts with respect to delinquent
Special Taxes, as of the September 30 next preceding the date of the Annual
Report.
(vi) The most recent annual information required to be provided to the
California Debt and Investment Advisory Commission pursuant to Section
9.07(A) of the Fiscal Agent Agreement.
(c) Cross References. Any or all of the items listed above may be included by
specific reference to other documents, including official statements of debt issues of the
Authority or related public entities, which are available to the public on EMMA. The
Authority shall clearly identify each such other document so included by reference.
If the document included by reference is a final official statement, it must be
available from EMMA.
(d) Further Information. In addition to any of the information expressly required to
be provided under paragraph (b) of this Section 4, the Authority shall provide such
further information, if any, as may be necessary to make the specifically required
statements, in the light of the circumstances under which they are made, not misleading.
Section 5. Reporting of Listed Events.
(a) Reportable Events. The Authority shall, or shall cause the Dissemination Agent (if not
the Authority) to, give notice of the occurrence of any of the following events with respect to the
Bonds:
(1) Principal and interest payment delinquencies.
(2) Unscheduled draws on debt service reserves reflecting financial
difficulties.
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(3)
difficulties.
Unscheduled draws on credit enhancements reflecting financial
(4) Substitution of credit or liquidity providers, or their failure to perform.
(5) Defeasances.
(6) Rating changes.
(7) Tender offers.
(8) Bankruptcy, insolvency, receivership or similar event of the obligated
person.
(9) 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.
Note: For the purposes of the event identified in subparagraph (8), the event is
considered to occur when any of the following occur: the appointment of a receiver,
trustee 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 governmental 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.
(b) Material Reportable Events. The Authority shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Bonds, if material:
(1) Non-payment related defaults.
(2) Modifications to rights of security holders.
(3) Bond calls.
(4) The release, substitution, or sale of property securing repayment of the
securities.
(5) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the 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.
(6) Appointment of a successor or additional trustee, or the change of name
of a trustee.
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(c) Time to Disclose. The Authority shall, or shall cause the Dissemination Agent (if not
the Authority) to, file a notice of such occurrence with EMMA, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of 10 business days after the
occurrence of any Listed Event. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(5) and (b)(3) above need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under
the Fiscal Agent Agreement.
Section 6. Identifying Information for Filings with EMMA. All documents provided to
EMMA under this Disclosure Agreement shall be accompanied by identifying information as
prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The Authority's obligations under this
Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full
of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the
Authority shall give notice of such termination in the same manner as for a Listed Event under
Section 5(c).
Section 8. Dissemination Agent.
(a) Appointment of Dissemination Agent. The Authority may, from time to time, appoint
or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement and may discharge any such agent, with or without appointing a successor
Dissemination Agent. The initial Dissemination Agent shall be Albert A. Webb Associates.
If the Dissemination Agent is not the Authority, the Dissemination Agent shall not be
responsible in any manner for the content of any notice or report prepared by the Authority
pursuant to this Disclosure Agreement. It is understood and agreed that any information that the
Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it
by the Authority. The Dissemination Agent has undertaken no responsibility with respect to the
content of any reports, notices or disclosures provided to it under this Disclosure Agreement
and has no liability to any person, including any Bond owner, with respect to any such reports,
notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have
any fiduciary or banking relationship with the Authority shall not be construed to mean that the
Dissemination Agent has actual knowledge of any event or condition, except as may be
provided by written notice from the Authority.
(b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid
compensation by the Authority for its services provided hereunder as agreed to between the
Dissemination Agent and the Authority from time to time and all expenses, legal fees and
expenses and advances made or incurred by the Dissemination Agent in the performance of its
duties hereunder, with payment to be made from any lawful funds of the District. The
Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Authority,
the owners of the Bonds, the Beneficial Owners, or any other party. The Dissemination Agent
may rely, and shall be protected in acting or refraining from acting, upon any written direction
from the Authority or a written opinion of nationally recognized bond counsel. The Dissemination
Agent may at any time resign by giving written notice of such resignation to the Authority. The
Dissemination Agent shall not be liable hereunder except for its negligence or willful
misconduct.
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(c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the
Dissemination Agent set forth in Sections 3(e) and 5, the Dissemination Agent shall be
obligated, and hereby agrees, to provide a request to the Authority to compile the information
required for its Annual Report at least 30 days prior to the date such information is to be
provided to the Dissemination Agent pursuant to subsection (c) of Section 3. The failure to
provide or receive any such request shall not affect the obligations of the Authority under
Section 3.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the Authority may amend this Disclosure Agreement (and the Dissemination Agent
shall agree to any amendment so requested by the Authority that does not impose any greater
duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure
Agreement may be waived, provided that all of the following conditions are satisfied:
(a) Change in Circumstances. If the amendment or waiver relates to the
provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a
change in circumstances that arises from a change in legal requirements, change in law,
or change in the identity, nature, or status of an obligated person with respect to the
Bonds, or the type of business conducted.
(b) Compliance as of Issue Date. The undertaking, as amended or taking into
account such waiver, would, in the opinion of a nationally recognized bond counsel,
have complied with the requirements of the Rule at the time of the original issuance of
the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances.
(c) Consent of Holders; Non -impairment Opinion. The amendment or waiver
either (i) is approved by the Bond owners in the same manner as provided in the Fiscal
Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of
Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel,
materially impair the interests of the Bond owners or Beneficial Owners.
If this Disclosure Agreement is amended or any provision of this Disclosure Agreement
is waived, the Authority shall describe such amendment or waiver in the next following Annual
Report and shall include, as applicable, a narrative explanation of the reason for the
amendment or waiver and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the
Authority. In addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the same manner as
for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the
change is made should present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles.
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Authority from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a 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
E-7
have no obligation under this Disclosure Agreement to update such information or include it in
any future Annual Report or future notice of occurrence of a Listed Event.
Section 11. Default. In the event of a failure of the Authority to comply with any provision
of this Disclosure Agreement, any Bond owner, any Beneficial Owner, the Fiscal Agent or the
Participating Underwriter may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the Authority to
comply with its obligations under this Disclosure Agreement. The sole remedy under this
Disclosure Agreement in the event of any failure of the Authority to comply with this Disclosure
Agreement shall be an action to compel performance.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Authority, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and the
owners and the Beneficial Owners from time to time of the Bonds, and shall create no rights in
any other person or entity.
Section 13. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
TEMECULA PUBLIC FINANCING
AUTHORITY
By:
Aaron Adams,
Executive Director
ALBERT A. WEBB ASSOCIATES, as
Dissemination Agent
By:
Its:
E-8
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: Temecula Public Financing Authority
Name of Bond Issue: $ Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston), 2016 Special Tax Refunding
Bonds
Date of Issuance: December _, 2016
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with
respect to the above-named Bonds as required by Section 5.17 of the Fiscal Agent Agreement,
dated as of December 1, 2016, between the Obligor and U.S. Bank National Association, as
fiscal agent. The Obligor anticipates that the Annual Report will be filed by
Date:
By: Albert A. Webb Associates, as
Dissemination Agent
E-9
APPENDIX F
DTC AND THE BOOK -ENTRY ONLY SYSTEM
The information in this Appendix F has been provided by The Depository Trust Company
(`DTC'), New York, NY, for use in securities offering documents, and the Authority does not
take responsibility for the accuracy or completeness thereof. The Authority cannot and does not
give any assurances that DTC, DTC Participants or Indirect Participants will distribute the
Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to
the 2016 Bonds or (b) certificates representing ownership interest in or other confirmation of
ownership interest in the 2016 Bonds, or that they will so do on a timely basis or that DTC, DTC
Direct Participants or DTC Indirect Participants mill act in the manner described in this Official
Statement.
The following description of DTC, the procedures and record keeping with respect to
beneficial ownership interests in the 2016 Bonds, payment of principal, interest and other
payments on the 2016 Bonds to DTC Participants or Beneficial Owners, confirmation and
transfer of beneficial ownership interest in the 2016 Bonds and other related transactions by and
between DTC, the DTC Participants and the Beneficial Owners is based solely on information
provided by DTC. Accordingly, no representations can be made concerning these matters and
neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information
with respect to such matters, but should instead confirm the same with DTC or the DTC
Participants, as the case may be.
Neither the Authority as the issuer of the 2016 Bonds (the "Issuer') nor the fiscal agent
or paying agent appointed with respect to the 2016 Bonds (the "Agent') take any responsibility
for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the 2016 Bonds, (b) certificates representing ownership interest in or other
confirmation or ownership interest in the 2016 Bonds, or (c) redemption or other notices sent to
DTC or Cede & Co., its nominee, as the registered owner of the 2016 Bonds, or that they will so
do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the
manner described in this Appendix. The current "Rules" applicable to DTC are on file with the
Securities and Exchange Commission and the current "Procedures" of DTC to be followed in
dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the 2016 Bonds (the "Securities"). The Securities will be issued as fully -registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully -registered
Security certificate will be issued for each issue of the Securities, each in the aggregate
principal amount of such issue, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $500 million, one certificate will be issued with respect to
each $500 million of principal amount, and an additional certificate will be issued with respect to
any remaining principal amount of such issue.
F-1
2. DTC, the world's largest securities depository, is a limited -purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates
the post -trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book -entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is
the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). On August 8, 2011, Standard & Poor's
downgraded its rating of DTC from AAA to AA+. The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information about DTC can be
found at www.dtcc.com and www.dtc.org. The information contained on this Internet site is not
incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC's records. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book -entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Securities with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
F-2
regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may
wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are
required to be printed and delivered.
10. The Issuer may decide to discontinue use of the system of book -entry -only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
11. The information in this section concerning DTC and DTC's book -entry system has
been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.
F-3
o PRELIMINARY OFFICIAL STATEMENT DATED AS OF OCTOBER _, 2016
N NEW ISSUE - BOOK ENTRY ONLY RATING: S&P:
Q 0 (See "Rating" herein)
Q• � In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications described in
O o this Official Statement, under existing law, interest on the 2016 Bonds is excludable from gross income of the owners thereof for federal
m income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and
w w corporations under the Internal Revenue Code of 1986, as amended, but such interest is taken into account in computing an adjustment
3 s' used in determining the federal alternative minimum tax for certain corporations. In the further opinion of Bond Counsel, interest on the
ID CO 2016 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS."
0 E,
.s $2,365,000*
o.� TEMECULA PUBLIC FINANCING AUTHORITY
(t3 C7)
COMMUNITY FACILITIES DISTRICT NO. 03-1
E
0 CO
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
O N
a, o Dated: Date of Issuance Due: September 1, as shown on inside cover
o The Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community
o Facilities District No. 03-1 (Crowne Hill) (the "District"), is issuing the above -captioned bonds (the "2016 Bonds") to (i) refund the
E • m outstanding Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B
v, °? (the "Prior Bonds"), (ii) add funds to a reserve fund for the 2016 Bonds and certain Series 2012 Bonds (as described herein), and (iii) pay
°' costs of issuing the 2016 Bonds. See "PLAN OF REFUNDING." The Prior Bonds were issued by the Authority, for and on behalf of the
c District, to finance various public infrastructure improvements necessitated by development of the Crowne Hill neighborhood in the City of
N • 0 Temecula. The 2016 Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of July 1, 2003 (as amended and
w ;= supplemented as described herein, the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, and
t E U.S. Bank National Association, as fiscal agent (the "Fiscal Agent").
H
m The 2016 Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on
( = certain property located within the District (see "THE DISTRICT"), and from certain funds pledged under the Fiscal Agent Agreement. The
-:� Special Tax is being levied according to a rate and method of apportionment of Special Taxes approved in 2003. See "SECURITY FOR
E 4,5 3 THE 2016 BONDS - Special Taxes" and Appendix B - "Rate and Method."
m m Interest on the 2016 Bonds is payable on March 1 and September 1 of each year, commencing on March 1, 2017. The 2016 Bonds
o C 721 will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of the Depository
o .- o Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2016 Bonds. Individual purchases of the 2016
a� 2 3 Bonds will be made in book -entry form only. Purchasers of the 2016 Bonds will not receive physical certificates representing their
E w °' ownershipinterests in the 2016 Bondspurchased. The 2016 Bonds will be issued in the principal amount of $5,000 and anyintegral
E .v_, N� p� p� 9
0 LE � multiple thereof. Principal of and interest on the 2016 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of
o —CO ° principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2016 Bonds. See "THE 2016 BONDS" and
t N ..2 Appendix F - "DTC and the Book -Entry Only System."
o (1)m
• 0 : The 2016 Bonds are subject to optional redemption, mandatory sinking payment redemption and redemption from Special Tax
a
i m N Prepayments prior to their respective maturities. See "THE 2016 BONDS—Redemption."
N
(u E ; The Authority has issued its Series 2012 Bonds and may issue additional Parity Bonds (as described herein), each of which is (or
;v P ° will, when issued, be) secured by a lien on the Special Tax Revenues (as defined in the Fiscal Agent Agreement) and by funds pledged
t " 0 under the Fiscal Agent Agreement for the payment of the 2016 Bonds on a parity with the 2016 Bonds, but any future Parity Bonds may
70 = w only be issued for the purpose of refunding the 2012 Bonds, the 2016 Bonds or any outstanding Parity Bonds. See "INTRODUCTION—
c '- Lc, Security for the 2016 Bonds - Pledge Under the Fiscal Agent Agreement," and "SECURITY FOR THE 2016 BONDS—Issuance of
t Additional Bonds."
0
O c NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY OF ITS
c E•�
o o POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2016 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO
CO .OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2016 BONDS. THE 2016 BONDS ARE NEITHER GENERAL NOR
ETo,E
o .s .u) SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS
c .c 5 OF THE AUTHORITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE
t o > FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.
CO
-0 > This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain
CO a� w information essential to the making of an informed investment decision with respect to the 2016 Bonds. The purchase of the 2016 Bonds
.o involves significant risks, and the 2016 Bonds are notappropriate investments for all types of investors. See "SPECIAL RISK FACTORS"
ww~ 9Yp
E 3 in this Official Statement for a discussion of certain risk factors that should be considered, in addition to the other matters set forth in this
• E N Official Statement, in evaluating the investment quality of the 2016 Bonds.
( o N
(1)The 2016 Bonds are offered when, as and if issued, subject to approval as to their legality by Quint & Thimmig LLP, Larkspur,
To CO0 cn California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the 2016 Bonds will be passed upon for the
m o Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in its capacity as general counsel to the
L. m Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain legal matters will be passed upon for
c O N the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2016
; : Bonds in definitive form will be available for delivery to DTC on or about December _, 2016.
a)
• a�
N STIFEL
▪ (1) (1)
The date of this Official Statement is November 2016.
* Preliminary, subject to change.
$2,365,000*
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
MATURITY SCHEDULE
$ Serial Bonds; CUSIP Prefix t
Maturity Date Principal Interest CUSIP
(September 1) Amount Rate Yield Price Suffixt
$ % Term Bonds due September 1, 2035; Yield %; Price %; CUSIPt
* Preliminary, subject to change.
t Copyright American Bankers Association. CUSIP data is provided by Standard & Poor's CUSIP Service Bureau,
a division of The McGraw-Hill Companies, Inc. Neither the Authority nor the Underwriter assumes any
responsibility for the accuracy of the CUSIP data.
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
The information contained in this Official Statement has been obtained from sources that are
believed to be reliable. No representation, warranty or guarantee, however, is made by the Underwriter
as to the accuracy or completeness of any information in this Official Statement, including, without
limitation, the information contained in the Appendices, and nothing contained in this Official Statement
should be relied upon as a promise or representation by the Underwriter.
Neither the Authority nor the Underwriter has authorized any dealer, broker, salesperson or other
person to give any information or make any representations with respect to the offer or sale of the 2016
Bonds other than as contained in this Official Statement. If given or made, any such information or
representations must not be relied upon as having been authorized by the Authority or the Underwriter.
The information and expressions of opinion in this Official Statement are subject to change without notice,
and neither the delivery of this Official Statement nor any sale of the 2016 Bonds shall under any
circumstances create any implication that there has been no change in the affairs of any party described
in this Official Statement, or in the status of any property described in this Official Statement, subsequent
to the date as of which such information is presented.
This Official Statement and the information contained in this Official Statement are subject to
amendment without notice. The 2016 Bonds may not be sold, and no offer to buy the 2016 Bonds may
be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances
shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of, the 2016 Bonds in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
When used in this Official Statement, in any continuing disclosure by the Authority, in any press
release, or in any oral statement made with the approval of an authorized officer of the Authority or any
other entity described or referenced in this Official Statement, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar
expressions identify "forward looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated in such forward-looking statements. Any forecast is
subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be
realized, and unanticipated events and circumstances may occur. Therefore, there are likely to be
differences between forecasts and actual results, and those differences may be material.
All summaries of the documents referred to in this Official Statement are qualified by the
provisions of the respective documents summarized and do not purport to be complete statements of any
or all of such provisions.
The Underwriter has provided the following sentence for inclusion in this Official Statement: "The
Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of
this transaction, but the Underwriter does not guarantee the accuracy or the completeness of such
information."
In connection with the offering of the 2016 Bonds, the Underwriter may overallot or effect
transactions that stabilize or maintain the market prices of the 2016 Bonds at levels above that
which might otherwise prevail in the open market. Such stabilizing, if commenced, may be
discontinued at any time.
The 2016 Bonds have not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption from the registration requirements contained
in the Securities Act. The 2016 Bonds have not been registered or qualified under the securities
laws of any state.
-i-
The City of Temecula maintains an Internet website, but the information on the website is not
incorporated in this Official Statement.
TEMECULA PUBLIC FINANCING AUTHORITY
Board of Directors
Michael S. Naggar, Chairperson
Maryann Edwards, Member
Jeff Comerchero, Member
Matt Rahn, Member
Michael R. McCracken, Member
Authority/City of Temecula Officials
Aaron Adams, Executive Director and City Manager
Greg Butler, Assistant City Manager
Jennifer Hennessy, Authority Treasurer and City Director of Finance
Tom Garcia, Director of Public Works and City Engineer
Randi Johl, Authority Secretary and City Clerk
PROFESSIONAL SERVICES
Authority General Counsel and City Attorney
Richards, Watson & Gershon,
A Professional Corporation
Los Angeles, California
Municipal Advisor
Fieldman, Rolapp & Associates
Irvine, California
Bond Counsel and Disclosure Counsel
Quint & Thimmig LLP
Larkspur, California
Special Tax Consultant and Dissemination Agent
Albert A. Webb Associates
Riverside, California
Fiscal Agent and Escrow Bank
U.S. Bank National Association
Los Angeles, California
Verification Agent
Grant Thornton LLP
Minneapolis, Minnesota
TABLE OF CONTENTS
INTRODUCTION 1
General 1
Authority for Issuance 1
The 2016 Bonds 2
Security for the 2016 Bonds 3
Reserve Fund 3
The District 4
Limited Obligation 4
Issuance of Parity Bonds Only For Refunding
Purposes 4
Bondowners' Risks 5
Continuing Disclosure 5
Other Information 5
PLAN OF REFUNDING 5
Redemption of Prior Bonds 5
Closing of Improvement Fund 6
Estimated Sources and Uses of Funds 6
THE 2016 BONDS 7
Authority for Issuance 7
General Provisions 7
Redemption 8
Transfer or Exchange of 2016 Bonds 10
Discontinuance of DTC Services 11
Scheduled Debt Service 12
SECURITY FOR THE 2016 BONDS 12
General 12
Limited Obligation 13
Special Taxes 13
Special Tax Fund 14
Summary of Rate and Method 15
Reserve Fund 19
Covenant for Superior Court Foreclosure 20
No Teeter Plan 21
Investment of Moneys 22
Issuance of Additional Bonds 22
THE DISTRICT 23
Location and General Description of the District23
History of the District 25
The Improvements 25
Land Use Distribution 26
Assessed Property Values 27
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
Value -to -District Lien Ratio 28
Special Tax Delinquencies 30
Direct and Overlapping Governmental
Obligations 31
Sample Tax Bill 33
SPECIAL RISK FACTORS 33
Payment of the Special Tax is not a Personal
Obligation 34
No General Obligation of the City or the District34
Property Value 34
Exempt Properties 34
Parity Taxes and Special Assessments 35
Insufficiency of Special Taxes 35
Tax Delinquencies 36
Bankruptcy Delays 36
Proceeds of Foreclosure Sales 37
Natural Disasters 38
Hazardous Substances 38
Disclosure to Future Purchasers 38
FDIC/Federal Government Interests in
Properties 39
No Acceleration Provision 40
Taxability Risk 40
Enforceability of Remedies 41
No Secondary Market 41
Proposition 218 41
Ballot Initiatives 42
IRS Audit of Tax -Exempt Bond Issues 43
TAX MATTERS 43
LEGAL MATTERS 46
RATING 46
VERIFICATION OF MATHEMATICAL
ACCURACY 46
NO LITIGATION 47
MUNICIPAL ADVISOR 47
UNDERWRITING 47
CONTINUING DISCLOSURE 47
MISCELLANEOUS 49
GENERAL INFORMATION ABOUT THE CITY OF TEMECULA
RATE AND METHOD
SUMMARY OF THE FISCAL AGENT AGREEMENT
FORM OF OPINION OF BOND COUNSEL
FORM OF CONTINUING DISCLOSURE AGREEMENT
DTC AND THE BOOK -ENTRY ONLY SYSTEM
-iv-
CITY OF TEMECULA
(Riverside County, California)
Regional Location Map
RIVERSIDE
COUNTY
Temecula
hiked
i
i
i
SAN DIEGO
COUNTY
-iv-
OFFICIAL STATEMENT
$2,365,000*
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
INTRODUCTION
This introduction is not a summary of this Official Statement and is only a brief
description of and guide to, and is qualified by, more complete and detailed information
contained in the entire Official Statement and the documents summarized or described in this
Official Statement. A full review should be made of the entire Official Statement by those
interested in purchasing the 2016 Bonds. The sale and delivery of 2016 Bonds to potential
investors is made only by means of the entire Official Statement. Certain capitalized terms used
in this Official Statement and not defined herein have the meanings set forth in Appendix C –
"Summary of the Fiscal Agent Agreement—Definitions" or in Appendix B – "Rate and Method."
General
The purpose of this Official Statement, which includes the cover page, the inside cover
page, the table of contents and the attached appendices (the "Official Statement"), is to
provide certain information concerning the issuance of the above -captioned bonds (the "2016
Bonds"). The 2016 Bonds are being issued by the Temecula Public Financing Authority (the
"Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities
District No. 03-1 (Crowne Hill) (the "District"), to (i) refund the outstanding Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds,
Series 2005-B currently outstanding in the aggregate principal amount of $2,165,000 (the "Prior
Bonds"), (ii) add funds to a reserve fund for the 2016 Bonds and certain bonds issued in 2012
by the Authority for and on behalf of the District (the "Series 2012 Bonds"), and (iii) pay costs of
issuing the 2016 Bonds. See "INTRODUCTION—Bond Authority; Series 2012 Bonds," and
"PLAN OF REFUNDING -Redemption of Prior Bonds." The Prior Bonds were issued to finance
various public infrastructure improvements (the "Improvements") necessitated by the
development of the Crowne Hill neighborhood in the City of Temecula, California (the "City").
Authority for Issuance
General. The District was formed on March 25, 2003 under the authority of the Mello -
Roos Community Facilities Act of 1982, as amended, commencing at Section 53311, et seq., of
the California Government Code (the "Act"), which was enacted by the California Legislature to
provide an alternative method of financing certain public capital facilities and services,
especially in developing areas of the State. The Act authorizes local governmental entities to
establish community facilities districts as legally constituted governmental entities within defined
boundaries, with the legislative body of the local applicable governmental entity acting on behalf
of the district. Subject to approval by at least a two-thirds vote of the votes cast by the qualified
electors within a district and compliance with the provisions of the Act, the legislative body may
issue bonds for the community facilities district established by it and may levy and collect a
special tax within such district to repay such bonds.
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Bond Authority; Series 2012 Bonds. The 2016 Bonds are authorized to be issued
pursuant to the Act, Article 11 of Chapter 3 of Part 1 of Division 2 of the Government Code of
the State of California (the "Refunding Law"), Resolution No. adopted on October 25,
2016 by the Board of Directors of the Authority (the "Board of Directors") acting as the
legislative body of the District, and the Fiscal Agent Agreement dated as of July 1, 2003 (the
"Original Fiscal Agent Agreement"), between the Authority, for and on behalf of the District,
and U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"), as amended and
supplemented by a First Supplemental Fiscal Agent Agreement, dated as of August 1, 2005 (the
"First Supplement"), by a Second Supplemental Fiscal Agent Agreement, dated as of August
1, 2012 (the "Second Supplement"), and by a Third Supplemental Fiscal Agent Agreement,
dated as of December 1, 2016 (the "Third Supplement"), each between the Authority, for and
on behalf of the District, and the Fiscal Agent. The Original Fiscal Agent Agreement, as
amended an supplemented by the First Supplement, the Second Supplement, and the Third
Supplement is referred to in this Official Statement as the "Fiscal Agent Agreement."
The Authority has issued, for and on behalf of the District, (i) its Community Facilities
District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2003-A (the "Series 2003-A Bonds")
pursuant to the Original Fiscal Agent Agreement, proceeds of which were used to finance some
of the Improvements, (ii) the Prior Bonds pursuant to the Original Fiscal Agent Agreement, as
amended and supplemented by the First Supplement, and (iii) its Community Facilities District
No. 03-1 (Crowne Hill) Special Tax Refunding Bonds, Series 2012 (referred to in this Official
Statement as the "Series 2012 Bonds"), pursuant to the Original Fiscal Agent Agreement, as
amended and supplemented by the First Supplement and the Second Supplement, the
proceeds of which were used to refund, in whole, the outstanding Series 2003-A Bonds. The
2016 Bonds, the Series 2012 Bonds and any future Parity Bonds that may be issued under and
as such term is defined in the Fiscal Agent Agreement are referred to in this Official Statement
as the "Bonds."
For more detailed information about the formation of the District, the history of the
District, and the authority for issuance of the Series 2003-A Bonds, the Prior Bonds, the Series
2012 Bonds and the 2016 Bonds, see "THE DISTRICT—History of the District."
The 2016 Bonds
General. The 2016 Bonds will be issued only as fully registered bonds, in denominations
of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will
mature on the dates and in the principal amounts set forth on the inside cover page of this
Official Statement. The 2016 Bonds will be dated the date of their issuance and interest on the
2016 Bonds, will be payable on March 1 and September 1 of each year (individually an
"Interest Payment Date"), commencing March 1, 2017. See "THE 2016 BONDS." The 2016
Bonds will be issued in book -entry form only and, when delivered, will be registered in the name
of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"),
which will act as securities depository for the 2016 Bonds. See "THE 2016 BONDS—General
Provisions."
Redemption Prior to Maturity. The 2016 Bonds are subject to optional redemption,
mandatory sinking payment redemption and mandatory redemption from Special Tax
prepayments prior to their respective maturities. See "THE 2016 BONDS—Redemption."
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Security for the 2016 Bonds
Pledge Under the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement,
the Bonds, including the 2016 Bonds, the Series 2012 Bonds and any future Parity 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 in accordance with the Fiscal Agent
Agreement, in the Special Tax Fund. "Special Tax Revenues," as defined in the Fiscal Agent
Agreement, means the proceeds of the Special Taxes (as defined below) received by the
Authority, including any scheduled payments and any prepayments thereof, interest thereon and
proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the
Special Taxes to the amount of said lien and interest thereon, but does not include penalties, if
any, collected in connection with delinquent Special Taxes. The Special Tax Revenues and all
moneys deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement)
are dedicated to the payment of the principal of, and interest and any premium on, the 2016
Bonds in accordance with the Fiscal Agent Agreement until all of the 2016 Bonds have been
paid or defeased. See "SECURITY FOR THE 2016 BONDS—Special Taxes" and Appendix B –
"Rate and Method."
Amounts in the Administrative Expense Fund, the Improvement Fund and the Costs of
Issuance Fund, each of which is established under the Fiscal Agent Agreement, are neither
pledged to nor available for the repayment of the 2016 Bonds. Proceeds of the 2016 Bonds and
other amounts deposited to the Refunding Fund under the Escrow Agreement (see "PLAN OF
REFUNDING—Redemption of Prior Bonds") are not pledged to, and will not be available for, the
payment of the 2016 Bonds.
Special Taxes; Rate and Method. The Special Taxes to be used to pay debt service on
the 2016 Bonds will continue to be levied in accordance with the Rate and Method of
Apportionment of Special Tax, as described under the heading "SECURITY FOR THE 2016
BONDS—Summary of Rate and Method" (the "Rate and Method"). "Special Taxes" are those
taxes levied on the 796 Riverside County Assessor's Parcels within the District (the "Taxable
Property") pursuant to the Rate and Method, the Act, the ordinance of the Authority levying
special taxes on property in the District, and the Fiscal Agent Agreement.
Limitations. The public improvements (the "Improvements") financed with proceeds of
the Series 2003-A Bonds and of the Prior Bonds are not pledged as collateral for the 2016
Bonds. The proceeds of condemnation or destruction of any of the Improvements are not
pledged to pay the debt service on the 2016 Bonds. In the event that the Special Taxes are not
paid when due, the only sources of funds available to repay the 2016 Bonds are amounts held
by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund and the Reserve Fund,
amounts held by the Authority under the Fiscal Agent Agreement in the Special Tax Fund, and
the proceeds, if any, from foreclosure sales of parcels with delinquent Special Taxes. See
"SECURITY FOR THE 2016 BONDS -General."
Reserve Fund
The Fiscal Agent Agreement establishes a Reserve Fund to be held by the Fiscal Agent
as a reserve for the payment of principal of and interest on the 2016 Bonds, the Series 2012
Bonds and any future Parity Bonds. The Reserve Fund is required to be funded in an amount
equal to the lesser of (i) Maximum Annual Debt Service, (ii) 125% of average Annual Debt
Service, or (iii) 10% of the initial principal amount of the Bonds (the "Reserve Requirement").
The Reserve Fund will be available to pay debt service on the 2016 Bonds, the Series 2012
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Bonds and any future Parity Bonds, in the event that there is a shortfall in the amount in the
Bond Fund to pay such debt service. The Reserve Requirement as of the date of issuance of
the 2016 Bonds will be $ . See "SECURITY FOR THE 2016 BONDS—Reserve
Fund."
The District
The District is located in the easterly portion of the City. The District is part of an
approximately 1,025 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
single-family homes each on its own Riverside County Assessor's Parcel. Included within
Crowne Hill (but not within the boundaries of the District) is an elementary school, two
neighborhood parks (approximately 2.5 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 (Phase 1) are not part of the District. See "THE
DISTRICT—Location and General Description of the District," "—Land Use Distribution," and "—
Value -to -District Lien Ratio," for additional information regarding the Taxable Property in the
District. On the 2016-17 County property tax roll, the County Assessor valued the land and
improvements comprising the Taxable Property in the District at $372,564,786. See "THE
DISTRICT—Assessed Property Values."
The value of individual parcels of the Taxable Property varies significantly. In addition,
County assessed values may not reflect current market values. No recent independent
appraisal of the Taxable Property has been conducted in connection with the 2016 Bonds, and
no assurance can be given that should Special Taxes levied on one or more of the parcels
become delinquent, and should the delinquent parcels be offered for sale at a judicial
foreclosure sale, that any bid would be received for the property or, if a bid is received, that such
bid would be sufficient to pay such parcel's delinquent Special Taxes. See "THE DISTRICT—
Value-to-District Lien Ratio – Value to District Lien Ratio Distribution," "SPECIAL RISK
FACTORS—Property Value" and "SPECIAL RISK FACTORS—Insufficiency of Special Taxes."
Limited Obligation
NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE
STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO
THE PAYMENT OF THE 2016 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER
TAXES ARE PLEDGED TO THE PAYMENT OF THE 2016 BONDS. THE 2016 BONDS ARE
NEITHER GENERAL NOR SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL
OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY
FOR THE DISTRICT PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR
UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS
OFFICIAL STATEMENT.
Issuance of Parity Bonds Only For Refunding Purposes
The Authority may issue additional bonded indebtedness for the District that is secured
by a lien on the Special Tax Revenues and on the funds pledged under the Fiscal Agent
Agreement for the payment of the 2016 Bonds and the Series 2012 Bonds on a parity with the
2016 Bonds ("Parity Bonds"), but only for the purpose of refunding the 2016 Bonds, the Series
2012 Bonds or any outstanding Parity Bonds that may be issued in the future. See "SECURITY
FOR THE 2016 BONDS—Issuance of Additional Bonds."
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Bondowners' Risks
Certain events could affect the ability of the Authority to pay the principal of and interest
on the 2016 Bonds when due. Except for the Special Taxes, no other taxes are pledged to the
payment of the 2016 Bonds. See "SPECIAL RISK FACTORS" for a discussion of certain factors
that should be considered in evaluating an investment in the 2016 Bonds. The purchase of the
2016 Bonds involves significant risks, and the 2016 Bonds are not appropriate investments for
all types of investors.
Continuing Disclosure
For purposes of complying with Rule 15c2 -12(b)(5) promulgated under the Securities
Exchange Act of 1934, as amended (the "Rule"), the Authority has agreed to provide, or cause
to be provided, to the Municipal Securities Rulemaking Board (the "MSRB") certain annual
financial information and operating data and notice of certain significant events. These
covenants have been made in order to assist the Underwriter in complying with the Rule. See
"CONTINUING DISCLOSURE" and Appendix E for a description of the specific nature of the
annual reports and notices of significant events, as well as the terms of the Continuing
Disclosure Agreement pursuant to which such reports and notices are to be made.
Other Information
This Official Statement speaks only as of its date, and the information contained in this
Official Statement is subject to change without notice. Except where otherwise indicated, all
information contained in this Official Statement has been provided by the Authority on behalf of
the District.
Copies of the Fiscal Agent Agreement and certain other documents referenced in this
Official Statement are available for inspection at the office of, and (upon written request and
payment to the Authority of a charge for copying, mailing and handling) are available for delivery
from, the Director of Finance, City of Temecula, 41000 Main Street, Temecula, California
92589-9033.
PLAN OF REFUNDING
Redemption of Prior Bonds
Proceeds from the sale of the 2016 Bonds, together with certain funds ("Prior Funds")
held under the Fiscal Agent Agreement will be deposited in an escrow account (the "Refunding
Fund") held by U.S. Bank National Association, as escrow bank (the "Escrow Bank") pursuant
to an Escrow Agreement dated as of December 1, 2016, between the Authority, for and on
behalf of the District, and the Escrow Bank. Amounts in the Refunding Fund will be invested in
federal securities, the principal of and interest on which, together with any cash held in the
Refunding Fund, will be sufficient to redeem the Prior Bonds in full on March 1, 2017, at a
redemption price of 100% of the principal amount thereof plus accrued interest to the
redemption date.
Upon the deposit of proceeds of the 2016 Bonds and the Prior Funds with the Escrow
Bank in accordance with the Escrow Agreement, the Prior Bonds will be legally defeased and
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will no longer be entitled to the benefits of, or be secured by, the Fiscal Agent Agreement or any
pledge of, or lien on, the Special Taxes levied on the Taxable Property in the District. Amounts
deposited in the Refunding Fund are not in any way available to pay debt service on the 2016
Bonds.
Closing of Improvement Fund
The Fiscal Agent Agreement established an Improvement Fund that is held by the Fiscal
Agent, and into which the net proceeds of the Series 2003-A Bonds and the Prior Bonds were
deposited. Amounts in the Improvement Fund were used to pay costs of the Improvements
authorized to be funded by the District. The Improvements have been completed, and funds
remaining in the Improvement Fund are expected to be used to satisfy a payment request by
Lennar Homes of California, Inc. submitted to the Authority for costs incurred by it in connection
with the construction of some of the Improvements pursuant to an Acquisition Agreement
between the Authority and Lennar Homes of California, Inc. Following the satisfaction of such
payment request, it is expected that the Improvement Fund will be closed and, under the
provisions of the Fiscal Agent Agreement, any remaining amount in the Improvement Fund will
be transferred by the Fiscal Agent to the Bond Fund to be used to pay debt service on the
Bonds on the next Interest Payment Date following such transfer. See "THE DISTRICT—
History of the District" and "—The Improvements."
Estimated Sources and Uses of Funds
follows:
The sources and uses of funds in connection with the 2016 Bonds are expected to be as
Principal amount of 2016 Bonds
Plus: Amounts relating to the Prior Bonds
Less: Underwriter's Discount
Total Sources $
Deposit to Refunding Fund(1)
Deposit to Reserve Fund(2)
Deposit to Costs of Issuance Fund(3)
Total Uses $
(1) To be used to redeem the Prior Bonds on March 1, 2017. See "PLAN OF REFUNDING—Redemption of Prior
Bonds."
(2) When this amount is added to the amount in the Reserve Fund, the amount therein will be equal to the Reserve
Requirement in effect immediately following the issuance of the 2016 Bonds. See "SECURITY FOR THE 2016
BONDS—Reserve Fund."
(3) Costs of issuance include, without limitation, Fiscal Agent fees and expenses; Municipal Advisor fees and
expenses; Bond Counsel, Disclosure Counsel, City Attorney and other legal fees; Escrow Bank fees and
expenses; verification agent fees; rating agency fees; printing costs and other costs related to the issuance of the
2016 Bonds and the redemption of the Prior Bonds.
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THE 2016 BONDS
Authority for Issuance
Pursuant to the Act, on March 25, 2003, the Board of Directors adopted Resolution No.
TPFA 03-05 establishing the District ("Resolution of Formation"). Also on March 25, 2003, the
Board of Directors adopted Resolution No. TPFA 03-07 calling an election to authorize the
issuance of bonds and the levying of a special tax within the District. On March 25, 2003, the
election was held and the then three owners of the land in the District cast ballots in the election
in favor of the issuance of up to $25,000,000 of bonded indebtedness to finance the
Improvements, and approved the Rate and Method, a copy of which as currently in effect is
attached to this Official Statement as Appendix B. See "THE DISTRICT—History of the
District." At an election held within the District on May 13, 2003, the then five owners of the land
in the District, as the then qualified electors of the District, ratified the actions taken at the March
25, 2003 election.
The 2016 Bonds are authorized to be issued pursuant to the Act, the Refunding Law,
Resolution No. TPFA 16- adopted on October 25, 2016, by the Board of Directors, acting
as the legislative body of the District, and the Fiscal Agent Agreement. The Special Taxes to be
used to pay debt service on the 2016 Bonds are being levied in accordance with the Rate and
Method.
General Provisions
The 2016 Bonds will be issued only as fully registered 2016 Bonds, in the denomination
of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will
mature on the dates set forth on the inside cover page of this Official Statement. The 2016
Bonds will be dated the date of their issuance and interest will be payable on each Interest
Payment Date, commencing March 1, 2017.
Each 2016 Bond will bear interest from the Interest Payment Date next preceding the
date of authentication thereof, unless (a) it is authenticated on an Interest Payment Date, in
which event it will bear interest from such date of authentication, or (b) it is authenticated prior to
an Interest Payment Date and after the close of business on the Record Date preceding such
Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or
(c) it is authenticated on or before February 15, 2017, in which event it will bear interest from the
date of issuance of the 2016 Bonds; provided, however, that if, as of the date of authentication
of any 2016 Bond interest thereon is in default, such 2016 Bond will bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon. "Record Date" is defined in the Fiscal Agent Agreement as the fifteenth day of the
month next preceding the month of the applicable Interest Payment Date, whether or not such
fifteenth (15th) day is a Business Day.
The 2016 Bonds will be payable both as to principal and interest, and as to any premium
upon the redemption thereof, in lawful money of the United States of America. The principal of
the 2016 Bonds and any premium due upon the redemption thereof will be payable upon
presentation and surrender at the principal corporate trust office of the Fiscal Agent. Interest on
each 2016 Bond will be computed using a year of 360 days comprised of twelve 30 -day months.
The 2016 Bonds will be issued in book -entry form only and, when delivered, will be
registered in the name of Cede & Co., as nominee of DTC, which will act as securities
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depository for the 2016 Bonds. Individual purchases of the 2016 Bonds will be made in book -
entry form only. Purchasers of the 2016 Bonds will not receive physical certificates representing
their ownership interests in the 2016 Bonds purchased. Principal and interest payments
represented by the 2016 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of
payments of principal and interest, DTC will in turn distribute such payments to the beneficial
owners of the 2016 Bonds. See Appendix F — "DTC and the Book -Entry Only System." So long
as the 2016 Bonds are registered in the name of Cede & Co., as nominee of DTC,
references in this Official Statement to the owners shall mean Cede & Co., and shall not
mean the purchasers or Beneficial Owners of the 2016 Bonds.
Redemption
Optional Redemption.* The 2016 Bonds maturing on or after September 1, , are
subject to optional redemption prior to their stated maturities on any Interest Payment Date
occurring on or after September 1, , as a whole or in part in an amount equal to $5,000 or
any integral multiple thereof, upon payment from any source of funds available for that purpose,
at a redemption price (expressed as a percentage of the principal amount of the 2016 Bonds to
be redeemed) as set forth below, together with accrued interest thereon to the date fixed for
redemption:
Redemption Dates Redemption Prices
any Interest Payment Date from September 1,
to and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment
Date thereafter
Mandatory Sinking Payment Redemption. The 2016 Bonds maturing on September 1,
2035, 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 table will be reduced as a result of any prior partial redemption of
the 2016 Bonds pursuant to the optional redemption or redemption from Special Tax
Prepayments provisions of the Fiscal Agent Agreement, as specified in writing by the Authority's
Treasurer to the Fiscal Agent.
Preliminary, subject to change.
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Mandatory Redemption From Special Tax Prepayments.* The 2016 Bonds are
subject to mandatory redemption prior to their stated maturity on any Interest Payment Date,
from the proceeds of Special Tax Prepayments and corresponding transfers of funds from the
Reserve Fund (as described below under "SECURITY FOR THE 2016 BONDS—Reserve
Fund"), as a whole or in part in an amount equal to $5,000 or any integral multiple thereof, at a
redemption price (expressed as a percentage of the principal amount of the 2016 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, 2017 to 103%
and including March 1, 2024
September 1, 2024 and March 1, 2025 102
September 1, 2025 and March 1, 2026 101
September 1, 2026 and any Interest Payment 100
Date thereafter
Since the formation of the District, no parcel in the District subject to the levy of the
Special Taxes has had its Special Tax levies prepaid. No assurance can be given as to other
prepayments of Special Taxes levied on the Taxable Property that may occur in the future,
which would result in a redemption to 2016 Bonds prior to their maturity. See "SECURITY FOR
THE 2016 BONDS—Summary of Rate and Method – Prepayment of Maximum Special Taxes."
Purchase of 2016 Bonds In Lieu of Redemption. In lieu of redemption as described
above, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase
of Outstanding 2016 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase prior to the selection of 2016 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 2016 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 2016 Bonds were redeemed in accordance with
the Fiscal Agent Agreement.
Selection of 2016 Bonds for Redemption. Whenever provision is made in the Fiscal
Agent Agreement for the redemption of less than all of the 2016 Bonds (other than pursuant to
the mandatory sinking payment redemption provisions of the Fiscal Agent Agreement), the
Fiscal Agent will select the 2016 Bonds to be redeemed, from among the maturities of the 2016
Bonds or such given portion thereof not previously redeemed as directed by the Treasurer (who
shall specify 2016 Bonds to be redeemed so as to maintain substantially level debt service on
the Bonds), and within a maturity by lot in any manner which the Fiscal Agent deems
appropriate.
Notice of Redemption. The Fiscal Agent will cause notice of any redemption to be
mailed by first class mail, postage prepaid, or by such other means as is acceptable to the
recipient thereof, at least 30 days but not more than 60 days prior to the date fixed for
redemption, to the Securities Depositories and to one or more Information Services, and to the
respective registered Owners of any 2016 Bonds designated for redemption, at their addresses
appearing on the Bond registration books maintained by the Fiscal Agent; but such mailing is
not a condition precedent to redemption and failure to mail or to receive any such notice, or any
* Preliminary, subject to change.
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defect therein, will not affect the validity of the proceedings for the redemption of such 2016
Bonds. The redemption notice will state the redemption date and the redemption price and, if
less than all of the then Outstanding 2016 Bonds are to be called for redemption, will designate
the CUSIP numbers and, if applicable, Bond numbers of the 2016 Bonds to be redeemed by
giving the individual CUSIP number and, if applicable, Bond number of each Bond to be
redeemed or if Bond numbers have been assigned by the Fiscal Agent to the 2016 Bonds will
state that all 2016 Bonds between two stated Bond numbers, both inclusive, are to be
redeemed or that all of the 2016 Bonds of one or more maturities have been called for
redemption, will state as to any Bond called in part the principal amount thereof to be redeemed,
and will require that such 2016 Bonds be then surrendered at the Principal Office of the Fiscal
Agent for redemption at the said redemption price, and will state that further interest on such
2016 Bonds will not accrue from and after the redemption date.
Notwithstanding the foregoing, in the case of any redemption of the 2016 Bonds
pursuant to the redemption provisions described above under "— Optional Redemption" the
notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal
Agent of sufficient moneys to redeem the 2016 Bonds on the anticipated redemption date, and
that the redemption will not occur if by no later than the scheduled redemption date sufficient
moneys to redeem the 2016 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 2016 Bonds to be redeemed, the Fiscal Agent will send written notice to the owners
of the 2016 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 2016 Bonds for
which notice of redemption was given will remain Outstanding for all purposes of the Fiscal
Agent Agreement.
Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the principal of, and interest and any premium on, the 2016 Bonds so called
for redemption have been deposited in the Bond Fund, such 2016 Bonds so called will cease to
be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive
payment of the redemption price, and no interest will accrue thereon on or after the redemption
date specified in such notice.
Tender of 2016 Bonds in Payment of Special Taxes. The Authority has covenanted
in the Fiscal Agent Agreement not to permit the tender of 2016 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 2016 Bonds that will remain Outstanding following such tender.
Transfer or Exchange of 2016 Bonds
So long as the 2016 Bonds are registered in the name of Cede & Co., as nominee of
DTC, transfers and exchanges of 2016 Bonds shall be made in accordance with DTC
procedures. See Appendix F — "DTC and the Book -Entry Only System." If the book -entry only
system for the 2016 Bonds is ever discontinued, any 2016 Bond may, in accordance with its
terms, be transferred or exchanged by the person in whose name it is registered, in person or
by his duly authorized attorney, upon surrender of such 2016 Bond for cancellation,
accompanied by delivery of a duly written instrument of transfer in a form acceptable to the
Fiscal Agent. Whenever any 2016 Bond or 2016 Bonds are surrendered for transfer or
exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new
2016 Bond or 2016 Bonds, for a like aggregate principal amount of 2016 Bonds of authorized
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denominations and of the same maturity. The Fiscal Agent will collect from the Owner
requesting such transfer any tax or other governmental charge required to be paid with respect
to such transfer or exchange.
No transfers or exchanges of 2016 Bonds will be required to be made (i) within the 15
days prior to the date designated by the Fiscal Agent as the date for selecting 2016 Bonds for
redemption, (ii) with respect to any 2016 Bond after such 2016 Bond has been selected for
redemption, or (iii) between a Record Date and the succeeding Interest Payment Date.
Discontinuance of DTC Services
DTC may determine to discontinue providing its services with respect to the 2016 Bonds
by giving written notice to the Fiscal Agent during any time that the 2016 Bonds are
Outstanding, and discharging its responsibilities with respect to the 2016 Bonds under
applicable law. The Authority may terminate the services of DTC with respect to the 2016
Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the
2016 Bonds or that continuation of the system of book -entry transfers through DTC is not in the
best interest of the Beneficial Owners. The Authority will mail any such notice of termination to
the Fiscal Agent.
Upon the termination of the services of DTC as provided in the previous paragraph, and
if no substitute Depository willing to undertake the functions can be found which is willing and
able to undertake such functions upon reasonable or customary terms, or if the Authority
determines that it is in the best interest of the Beneficial Owners of the 2016 Bonds that they
obtain certificated Bonds, the 2016 Bonds will no longer be restricted to being registered in the
Registration Books of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may
be registered in whatever name or names the Owners designate at that time, in accordance with
the Fiscal Agent Agreement.
To the extent that the Beneficial Owners are designated as the transferees by the
Owners, the 2016 Bonds will be delivered to such Beneficial Owners as soon as practicable in
accordance with the Fiscal Agent Agreement.
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Scheduled Debt Service
The following table shows the annual scheduled debt service on the Series 2012 Bonds
and on the 2016 Bonds, assuming no optional redemption of the Series 2012 Bonds or the 2016
Bonds and no redemption of the Series 2012 Bonds or the 2016 Bonds from Special Tax
Prepayments:
Bond Year Total
ending Series 2012 Bonds 2016 Bonds Annual Debt
September 1 Principal Interest Principal Interest Service
2017 $ 395,000 $ 371,325
2018 405,000 359,475
2019 420,000 347,325
2020 430,000 334,725
2021 445,000 321,825
2022 460,000 307,363
2023 475,000 291,838
2024 490,000 275,213
2025 505,000 257,450
2026 525,000 237,250
2027 550,000 216,250
2028 570,000* 194,250
2029 600,000* 165,750
2030 630,000* 135,750
2031 660,000* 104,250
2032 695,000* 71,250
2033 730,000* 36,500
2034
2035
Totals $8,985,000 $4,027,788
* Indicates a mandatory sinking fund payment.
General
SECURITY FOR THE 2016 BONDS
Pursuant to the Fiscal Agent Agreement, the 2016 Bonds (and the Series 2012 Bonds
and any future Parity Bonds) are secured by a first pledge of all of the Special Tax Revenues
and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account
therein), the Reserve Fund and, until disbursed in accordance with the Fiscal Agent Agreement,
the Special Tax Fund. Special Tax Revenues do not include penalties, if any, collected in
respect of delinquent Special Taxes. The Special Tax Revenues and all moneys deposited into
said funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the
payment of the principal of, and interest and any premium on, the 2016 Bonds (and the Series
2012 Bonds and any future Parity Bonds) in accordance with the Fiscal Agent Agreement until
all of the 2016 Bonds have been paid or defeased.
Amounts in the Administrative Expense Fund, the Improvement Fund, the Costs of
Issuance Fund and the Refunding Fund are not pledged to the repayment of the 2016 Bonds.
The Improvements are not pledged as collateral for the 2016 Bonds. The proceeds of
condemnation or destruction of any of the Improvements are not pledged to pay the Debt
Service on the 2016 Bonds.
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Series 2012 Bonds
$8,985,000 principal amount of the Series 2012 Bonds are outstanding under the Fiscal
Agent Agreement, and are secured under the Fiscal Agent Agreement on a parity with the 2016
Bonds. Proceeds of the Series 2012 Bonds were used to refund in whole the Series 2003-A
Bonds. See "THE DISTRICT—History of the District."
Limited Obligation
The 2016 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 the
Special Tax Fund created pursuant to the Fiscal Agent Agreement. In the event that the Special
Taxes are not paid when due, the only sources of funds available to repay the 2016 Bonds are
amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the
Reserve Fund and the Special Tax Fund, and the proceeds, if any, from foreclosure sales of
parcels with delinquent Special Tax levies.
Special Taxes
In accordance with the provisions of the Act, the Rate and Method was approved in
March of 2003 by the then three owners of the property in the District. At a subsequent election
held within the District in May of 2003, the then five owners of the property in the District ratified
the actions taken at the prior election, including the approval of the Rate and Method. The Rate
and Method is set forth in its entirety in Appendix B. Under the Fiscal Agent Agreement, the
Authority is obligated to fix and levy the amount of Special Taxes within the District required for
the timely payment of principal of and interest on the outstanding 2016 Bonds and the Series
2012 Bonds becoming due and payable, including any necessary replenishment of the Reserve
Fund and an amount estimated to be sufficient to pay the Administrative Expenses, taking into
account any prepayments of Special Taxes previously received by the Authority. The Special
Taxes levied on any parcel of Taxable Property may not in any event exceed the maximum
amount as provided in the Rate and Method and the Act.
The Special Taxes are payable and are to be collected in the same manner, at the same
time and in the same installment as County ad valorem taxes on property levied on the secured
tax roll are payable, and pursuant to the Act have the same priority, become delinquent at the
same times and in the same proportionate amounts and bear the same proportionate penalties
and interest after delinquency as do the taxes levied on the County secured tax roll.
Notwithstanding the foregoing, the Special Taxes may be collected in certain circumstances by
means of direct billing of the owners of Taxable Property.
Although the Special Taxes will constitute a lien on taxed parcels within the District, they
do not constitute a personal indebtedness of the owners of the property within the District.
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the
Special Tax on a parcel of Taxable Property, the Authority may order the institution of a superior
court action to foreclose the lien on the parcel of Taxable Property within specified time limits. In
such an action, the real property subject to the unpaid amount of the Special Tax lien may be
sold at judicial foreclosure sale. The Act provides that the Special Taxes are secured by a
continuing lien that is subject to the same lien priority in the case of delinquency as ad valorem
property taxes. See "SECURITY FOR THE 2016 BONDS—Summary of Rate and Method," and
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"—Covenant for Superior Court Foreclosure" and "SPECIAL RISK FACTORS—Parity Taxes
and Special Assessments."
The property located within the District is subject to other liens for taxes and
assessments, and other such liens could come into existence in the future. See "SPECIAL RISK
FACTORS—Parity Taxes and Special Assessments." There is no assurance that any owner of
a parcel subject to the Special Tax levy will be financially able to pay the annual Special Taxes
or that it will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS."
For historic information regarding assessed valuations and the payment of, and
delinquencies with respect to, Special Taxes in the District, see "THE DISTRICT -Assessed
Property Values," and "-Special Tax Delinquencies."
Special Tax Fund
Deposit of Special Tax Revenues. The Fiscal Agent Agreement establishes a Special
Tax Fund to be held by the Fiscal Agent. Under the Fiscal Agent Agreement, the Authority is
obligated to transfer or cause to be transferred to the Fiscal Agent, for deposit by the Fiscal
Agent in the Special Tax Fund, as soon as practicable following receipt, all Special Tax
Revenues received by the Authority.
Notwithstanding the foregoing,
(i) any Special Tax Revenues constituting payment of the portion of the
Special Tax levy for Administrative expenses will be deposited by the Treasurer in the
Administrative Expense Fund; and
(ii) any proceeds of Special Tax Prepayments will be transferred by the
Treasurer to the Fiscal Agent for deposit by the Fiscal Agent directly in the Special Tax
Prepayments Account and used to redeem Bonds.
Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the
Authority and the Owners of the Bonds, will be disbursed as provided below and, pending any
disbursement, will be subject to a lien in favor of the Owners of the Bonds and the Authority.
Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from
the Special Tax Fund and transfer the following amounts in the following order of priority:
(i) to the Bond Fund an amount, taking into account any amounts then on
deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement
from the 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, 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.
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Summary of Rate and Method
Special Tax Formula - Calculation of Annual Special Tax. The Rate and Method is
used to allocate the amount of the Special Tax that is needed to be collected each fiscal year
among the 796 Taxable Properties within the District, based upon the development status of the
Taxable Property and its size, subject to a maximum tax rate that may be levied against each
class of Taxable Property. The Rate and Method is set forth in full in Appendix B, and the
following is a summary of the Rate and Method. Capitalized terms used, but not otherwise
defined, in this section have the meanings given to them in the Rate and Method.
The Special Taxes were first levied on property in the District in Fiscal Year 2003-04,
and have been so levied each Fiscal Year since then. See "THE DISTRICT—Special Tax
Delinquencies" for a history of Special Tax levies and collections. The Rate and Method
provides that the Annual Special Tax may continue to be levied until and including Fiscal Year
2043-44. See "THE DISTRICT -History of the District."
Special Tax Requirement. Annually, at the time of levying the Special Tax, the Authority,
with the assistance of a special tax administrator (currently Albert A. Webb Associates),
determines 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 (a) to pay the
following: (i) 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) the Administrative Expenses; (iv)
an amount equal to any anticipated short fall due to delinquent Special Taxes based on the
delinquency rate for Special Taxes levied in the previous Fiscal Year; and (v) any amount
required to establish or replenish any reserve funds for the Bonds; and less (b) available funds
as determined pursuant to the Fiscal Agent Agreement.
Developed Property; Residential Property, Non -Residential Property; Exempt Property.
The Rate and Method declares that for each Fiscal Year, all Parcels of Taxable Property within
the District of each Zone is to 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. Parcels of Developed Property are then further classified as Residential
Property or Non -Residential Property. A Parcel of Residential Property shall further be
classified to its appropriate Land Use Category based on the Residential Floor Area of such
Parcel unless it qualifies as Multifamily Residential Property, for which the Assigned Special Tax
shall be based on the number of dwelling units.
(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.
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(iii) "Residential Property" means all Parcels of Developed Property for which a building
permit has been issued for purposes of constructing one or more residential dwelling units.
(iv) "Residential Floor Area" means all of the square footage within the perimeter of a
residential structure, not including any carport, walkway, garage, overhang, patio, enclosed
patio, or similar area. The determination of Residential Floor Area shall be made by the CFD
Administrator with reference to the building permit(s) issued for such Assessor's Parcel or other
appropriate means selected by the CFD Administrator. Once such determination has been
made for a parcel, it shall remain fixed in all future Fiscal Years.
(v) "Multifamily Residential Property" means any Parcel of Residential Property that
consists of a building or buildings comprised of attached residential units available for rental but
not purchase, by the general public and under common management.
(vi) "Non -Residential Property" means all Parcels of Developed Property for which a
building permit was issued for any type of non-residential use.
(vii) "Zones" means Zone 1 or Zone 2 as geographically identified on the boundary map
of the District attached to the Rate and Method.
(viii) "Exempt Property" includes 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 January 1, 2016, there are approximately 24.23 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 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. As of the date of issuance of
the 2016 Bonds there is [no] such property subject to the levy of the Special Taxes.
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 January 1, 2016, 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. As of the date of issuance of
the 2016 Bonds there is [no] such property subject to the levy of the Special Taxes.
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Maximum Special Tax. The Maximum Special Tax for each Parcel of Residential
Property within its applicable Zone that is classified as Developed Property is 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 — Rate and Method" for
two tables that set forth the Assigned Annual Special Tax rates for the various Land Use
Categories in each Zone.
Zone 1 Backup Special Tax. The Backup Special Tax is $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 is $8,519 per acre for Parcels of
Residential Property that are included in a Final Map.
Notwithstanding the foregoing, if parcels of Residential Property arc 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 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 rates set forth
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
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Property that is not Exempt Property at up to 100% pursuant to the provisions of the
Maximum Special Tax.
Notwithstanding the above, Section 53321 of the Act requires, and the Rate and Method
effectively provides, that under no circumstances will the Special Taxes levied in any Fiscal
Year against any Parcel of Residential Property be increased as a consequence of delinquency
or default by the owner or owners of any other Parcel or Parcels within the District by more than
ten percent (10%) above the amount that would have been levied in that Fiscal Year had there
never been any such delinquencies or defaults. 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.
Since Fiscal Year 2003-04, the Special Tax has only been levied on the 796 parcels of
Developed Property in the District. In Fiscal Year 2017-18, the Special Tax is expected to be
levied at approximately 60%* 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 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 is calculated based on Bond Redemption Amounts and other costs, all as specified in
Appendix B – Rate and Method" herein. Any such prepayment will result in a redemption of
Bonds prior to maturity. See "THE 2016 BONDS—Redemption – Mandatory Redemption From
Special Tax Prepayments."
Projected Fiscal Year 2017-18 Special Tax Levy. Table 1 below sets forth the Land
Use classifications of the 796 Parcels in the District that are Taxable Property for Fiscal Year
2016-17 (based on their status as of April 1, 2016), and their respective portion of projected
Special Tax levy for Fiscal Year 2017-18. The Table also shows the aggregate Maximum
Special Tax that may be levied under the Rate and Method based on the parcels in each land
use class, and the projected Fiscal Year 2017-18 Special Tax levy as a percentage of the Fiscal
Year 2017-18 Maximum Special Tax.
* Preliminary, subject to change.
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Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Land Use Classifications and Projected Fiscal Year 2017-18
Special Tax Levy for Taxable Property
Total Projected FY
Projected Projected Aggregate 2017-18
Assigned Fiscal Year Fiscal Year Maximum Special Tax as
Special 2017-18 2017-18 Special Tax percentage of
Tax No. of Tax Per Special Tax Special Tax Percent for FY Maximum
Land Use Class Residential Floor Area Parcels Unit Per Unit(1) Levy(2) of Total 2017-18(3) Tax(3)(4)
Residential A -Z1 4,301 sq. ft. or greater 28 $5,136.00 $3,081.76 $ 86,289.31 9.69% $ 613,165 14.07%
Residential B -Z1 3,701 sq. ft. to 4,300 sq. 85 2,457.00 1,474.28 125,313.55 14.07 209,034 59.95
ft.
Residential C -Z1 3,201 sq. ft. to 3,700 sq. 87 2,258.00 1,354.87 117,873.76 13.23 196,795 59.90
ft.
Residential D -Z1 2,901 sq. ft. to 3,200 sq. 117 1,754.00 1,052.46 123,137.24 13.82 207,047 59.47
ft.
Residential E -Z1 2,601 sq. ft. to 2,900 sq. 174 1,594.00 956.45 166,422.30 18.68 279,856 59.47
ft.
Residential F -Z1 2,301 sq. ft. to 2,600 sq. 64 1,442.00 865.25 55,375.69 6.22 93,898 58.97
ft.
Residential G -Z1 2,001 sq. ft. to 2,300 sq. 29 1,427.00 856.24 24,831.10 2.79 42,135 58.93
ft.
Residential H -Z1 2,000 sq. ft. or less 0 1,363.00 0.00 0.00 0.00 0 N/A
Residential A -Z2 3,301 sq. ft. or greater 16 1,927.00 1,156.26 18,500.17 2.08 33,359 55.46
Residential B -Z2 2,801 sq. ft. to 3,300 sq. 21 1,824.00 1,094.46 22,983.60 2.58 42,349 54.27
ft.
Residential C -Z2 2,501 sq. ft. to 2,800 sq. 16 1,539.00 923.45 14,775.17 1.66 29,067 50.83
ft.
Residential D -Z2 2,301 sq. ft. to 2,500 sq. 58 1,504.00 902.45 52,341.94 5.88 100,732 51.96
ft.
Residential E -Z2 2,101 sq. ft. to 2,300 sq. 43 1,436.00 861.65 37,050.74 4.16 69,222 53.52
ft.
Residential F -Z2 2,100 sq. ft. or less 58 1,316.00 789.64 45,799.19 5.14 87,025 52.63
Totals 796 $890,693.76 100.00% $2,003,682
(1) Based on Total Projected Fiscal Year 2017-18 Special Tax Levy. Preliminary, subject to change.
(2) Based on the expected annual debt service for the 2016 Bonds, as projected by Stifel, Nicolaus & Company
Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in
addition to the scheduled debt service on the 2012 Bonds and the estimated scheduled debt service on the 2016
Bonds, $16,000 for Administrative Expenses. Preliminary, subject to change.
(3) Note that both the Act and the Rate and Method effectively provide that under no circumstances will the Special Taxes
levied against any Parcel used as a private residence be increased in any Fiscal Year as a consequence of
delinquency or default by the owner of any other Parcel or Parcels within the District by more than ten percent (10%)
above the amount that would have been levied in that Fiscal Year had there been no delinquencies or defaults.
(4) Preliminary, subject to change.
Source: Albert A. Webb Associates.
Reserve Fund
The Fiscal Agent Agreement establishes a debt service reserve fund (the "Reserve
Fund") as a separate fund to be held by the Fiscal Agent for the benefit of the Owners of the
Bonds (including the Series 2012 Bonds, the 2016 Bonds and any future Parity Bonds), as a
reserve for the payment of principal of, and interest and any premium on, the Bonds. Moneys in
the Reserve Fund are subject to a lien in favor of the Owners of the Bonds. The Reserve Fund
is required by the Fiscal Agent Agreement to be maintained in an amount equal to the Reserve
Requirement, which is defined in the Fiscal Agent Agreement, as of any date of calculation, as
an amount equal to the lesser of (i) the then Maximum Annual Debt Service, (ii) 125% of the
then average Annual Debt Service, or (iii) 10% of the initial principal amount of the Bonds
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issued under the Fiscal Agent Agreement. On the date of issuance of the 2016 Bonds, a deposit
will be made to the Reserve Fund from proceeds of the 2016 Bonds in an amount sufficient to
increase the amount on deposit in the Reserve Fund to the amount of the Reserve Requirement
as of the date of issuance of the 2016 Bonds, which Reserve Requirement will be
Except as otherwise provided in the Fiscal Agent Agreement (with respect to the use of
moneys in the Reserve Fund in connection with prepayments of Special Taxes, for the payment
of any rebate liability due to the federal government, and the use of moneys in excess of the
Reserve Requirement to pay debt service on the Bonds), all amounts deposited in the Reserve
Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers
to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then
required for payment of the principal of, and interest and any premium on, the Bonds. See
Appendix C — "Summary of Fiscal Agent Agreement — Reserve Fund."
Whenever the balance in the Reserve Fund equals or exceeds the amount required to
redeem or pay all of the Outstanding Bonds, including interest accrued to the date of payment
or redemption and premium, if any, due upon redemption, the Fiscal Agent will transfer the
amount in the Reserve Fund to the Bond Fund to be used for the payment and redemption of all
of the Outstanding Bonds. In the event that the amount transferred from the Reserve Fund to
the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the
balance in the Reserve Fund will be retained by the Authority, free of any encumbrance by the
Fiscal Agent Agreement, to be used for any lawful purpose under the Act. Notwithstanding the
foregoing, no amounts will be transferred from the Reserve Fund until after (i) amounts in the
Reserve Fund are withdrawn for purposes of making payment to the federal government in
accordance with the Fiscal Agent Agreement, and (ii) payment of any fees and expenses due to
the Fiscal Agent. See Appendix C — "Summary of Fiscal Agent Agreement — Reserve Fund."
Covenant for Superior Court Foreclosure
Foreclosure Under the Act. Pursuant to Section 53356.1 of the Act, in the event of any
delinquency in the payment of the Special Tax on the taxed parcel, the Authority may order the
institution of a superior court action to foreclose the lien on the taxed parcel within specified time
limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien
may be sold at judicial foreclosure sale.
Authority Foreclosure Covenant. The Authority has covenanted for the benefit of the
Bondowners that the Treasurer will determine on or about February 15 and June 15 of each
year whether or not all Special Taxes levied in the prior Fiscal Year have been received by the
Authority and, consequently, whether any deficiencies in payment of Special Taxes exist. The
Fiscal Agent Agreement provides that, following such determination: (A) if, as of any June 15,
the Treasurer 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, the
Treasurer will send or cause to be sent a notice of delinquency (and a demand for immediate
payment thereof) to the property owner, and (if the delinquency remains uncured) foreclosure
proceedings shall be commenced by the Authority against the delinquent parcel within 90 days
of the sending of such notice; and (B) if the Treasurer determines that, as of any June 15, the
total amount of delinquent Special Tax for the then current Fiscal Year for the entire District
(including the total of delinquencies under subsection (A) above), exceeds 5% of the total
Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly
notify or cause to be notified property owners who are then delinquent in the payment of Special
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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. See Appendix C – "Summary of the Fiscal Agent Agreement."
No assurance can be given as to the time necessary to complete any foreclosure sale or
that any foreclosure sale will be successful. The Authority is not required to be a bidder at any
foreclosure sale and does not intend to be such a bidder.
Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays.
No assurances can be given that the real property subject to a judicial foreclosure sale will be
sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax
installment. Subject to the maximum rates, the Rate and Method is designed to generate from
all non-exempt property within the District the current year's debt service, administrative
expenses, and replenishment of the Reserve Fund to the Reserve Requirement, including an
amount reflecting the prior year's delinquencies. However, if foreclosure proceedings are
necessary, and the Reserve Fund has been depleted, there could be a delay in payments to
owners of the 2016 Bonds pending prosecution of the foreclosure proceedings and receipt by
the Authority of the proceeds of the foreclosure sale.
Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the
Act be sold for not less than the amount of judgment in the foreclosure action, plus post-
judgment interest and authorized costs, unless the consent of the owners of 75% of the
outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the Authority, as
judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid,"
where the Authority could submit a bid crediting all or part of the amount required to satisfy the
judgment for the delinquent amount of the Special Tax. If the Authority becomes the purchaser
under a credit bid, the Authority must pay the amount of its credit bid into the redemption fund
established for the 2016 Bonds, but this payment may be made up to 24 months after the date
of the foreclosure sale. Neither the Act nor the Fiscal Agent Agreement requires the Authority to
purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other
purchaser at such sale, and the Authority has no intent to be such a purchaser.
The Authority will levy the Special Tax to pay the current year's debt service and related
administrative expenses and to replenish the Reserve Fund to the Reserve Requirement,
subject to Maximum Special Tax rates. However, in the event such superior court foreclosure
proceedings are necessary, and if the Reserve Fund is depleted, there could be a delay in
payments of principal of and interest on the 2016 Bonds pending prosecution of the foreclosure
proceedings and receipt by the Authority of the proceeds of the foreclosure sale. See "SPECIAL
RISK FACTORS—Bankruptcy Delays" and "—Proceeds of Foreclosure Sales."
No Teeter Plan
Collection of the Special Taxes is not subject to the "Alternative Method of Distribution of
Tax Levies and Collections and of Tax Sale Proceeds," as provided for in Section 4701 et seq.
of the California Revenue and Taxation Code (known as the "Teeter Plan"). Accordingly,
collections of Special Taxes will reflect actual delinquencies, if any.
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Investment of Moneys
Except as otherwise provided in the Fiscal Agent Agreement, all moneys in any of the
funds or accounts established pursuant to the Fiscal Agent Agreement will be invested by the
Fiscal Agent solely in Permitted Investments, as directed by the Authority. See Appendix C —
"Summary of the Fiscal Agent Agreement" for a definition of "Permitted Investments" and for
additional provisions regarding the investment of funds held under the Fiscal Agent Agreement.
Issuance of Additional Bonds
Parity Bonds. The Fiscal Agent Agreement does not authorize the Authority to issue
any additional "new money" bonds for the District on a parity with the Series 2012 Bonds and
the 2016 Bonds, but it does authorize the Authority to issue one or more series of "Refunding
Bonds" secured and payable on a parity under the Fiscal Agent Agreement with the Series
2012 Bonds and the 2016 Bonds. The Fiscal Agent Agreement defines Refunding Bonds as
bonds issued by the Authority for the District the net proceeds of which are used to refund all or
a portion of the then Outstanding Bonds; provided that the debt service on the Refunding Bonds
in any Bond Year is not in excess of the debt service on the Bonds being refunded, and the final
maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded.
Subject to meeting the conditions summarized below, Refunding Bonds will be "Parity
Bonds" that will be secured by a lien on the Special Tax Revenues and funds pledged for the
payment of the Bonds under the Fiscal Agreement on a parity with all other Bonds Outstanding
under the Fiscal Agreement; the Fiscal Agreement defines "Bonds" as the Series 2012 Bonds,
the 2016 Bonds and any future Parity Bonds.
The Authority may issue the Parity Bonds subject to the following specific conditions
precedent, among others set forth in the Fiscal Agent Agreement:
Current Compliance; Refunding Bonds. The Authority must be in compliance in
all material respects on the date of issuance of the Parity Bonds with all covenants set
forth in the Fiscal Agent Agreement and all Supplemental Agreements. The Parity
Bonds must in any event be Refunding Bonds.
Payment Dates; Level Debt Service. The interest on the Parity Bonds must be
payable on March 1 and September 1, and principal of the Parity Bonds must be
payable on September 1 in any year in which principal is payable (provided that there is
no requirement that any Parity Bonds pay interest on a current basis). The Debt Service
on the Bonds following the issuance of the Parity Bonds shall not vary in any future full
Bond Year by more than $25,000 from that payable in any other full Bond Year following
such issuance.
Reserve Fund Deposit. There must be a deposit to the Reserve Fund (or to a
separate account created for such purpose) in an amount necessary so that the amount
on deposit in the Reserve Fund (together with the amount in any such separate
account), following the issuance of such Parity Bonds, is at least equal to the Reserve
Requirement.
Officer's Certificate. The Authority must certify to the Fiscal Agent that the
proposed issue of Parity Bonds constitutes Refunding Bonds, and that the conditions for
the issuance of Parity Bonds in the Fiscal Agent Agreement have been met.
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Subordinate Bonds. Nothing in the provisions described above will prohibit the
Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax
Revenues subordinate to the pledge of the Special Tax Revenues under the Fiscal Agent
Agreement.
THE DISTRICT
Location and General Description of the District
The District consists of land located in the easterly portion of the City of Temecula, in the
southwesterly 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.
The following page shows an aerial view of the District, indicating its location in the City.
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created 05 Oct 2016
G: \ 2016 \ 16-0259\ GIS \ CFD03-1.m
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
LOCATION MAP
0
I i I
4,000 8,000
I Feet
-24-
LOCATION MAP
CFD 03-1 (Crowne Hill)
ALBERT A
0
WEBB
ASSOCIATES
History of the District
The District was formed under the provisions of the Act by the Board of Directors of the
Authority, acting as the legislative body of the District, on March 25, 2003, in order to finance
public infrastructure improvements necessitated by the development of the Crowne Hill
neighborhood in the City. See "The Improvements" below.
On August 7, 2003, the Authority issued, for the District, $12,155,000 initial principal
amount of the Series 2003-A Bonds, proceeds of which were used to finance some of the
Improvements pursuant to an Acquisition Agreement, dated as of March 1, 2003 (the
"Acquisition Agreement"), between the Authority and Lennar Homes of California, Inc., the
original master developer of the property in the District. On August 24, 2005, the Authority
issued, for the District, $3,865,000 initial principal amount of the Prior Bonds, proceeds of which
were used to provide additional financing for the Improvements pursuant to the Acquisition
Agreement. On August 15, 2012, the Authority issued, for the District, $10,440,000 initial
principal amount of the Series 2012 Bonds, the proceeds of which were used to redeem the
Series 2003-A Bonds on September 1, 2012.
In connection with the formation of the District, the Authority entered into several joint
community facilities agreements related to some of the Improvements, including such
agreements with the City, the Rancho California Water District, the State of California
Department of Transportation and the Eastern Municipal Water District. Those agreements
generally provide that the respective public agency counter parties to the agreements will
accept public improvements funded by the District upon their completion in accordance with
plans and specifications approved by the applicable public agency.
Home construction and sales began in the District in July of 1999, and all of the 796
homes were completed by the Fall of 2006.
The Improvements
Listed below is a general description of the Improvements that the District was
authorized to fund:
• Traffic signal improvements at the following locations:
• De Portola Road & Butterfield Stage Road intersection
• Crowne Hill Drive & Butterfield Stage Road intersection
• Royal Crest Place & Butterfield Stage Road intersection
• Pauba Road & Butterfield Stage Road intersection
• Street improvements; including improvements to Butterfield Stage Road, Crowne Hill
Drive, Royal Crest Place, and Pauba Road.
• Storm drain improvements.
• Park site improvements for park site "A" in the Crowne Hill development.
• Various dry utility improvements, including street lights, backbone electric power
systems, gas mains, CATV and related facilities.
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• Various wet utility improvements, including sanitary sewer and domestic water
system improvements.
• City facilities, including improvements to the City Hall complex.
• Contribution towards the cost of fire protection facilities, including the Wolf Valley
Road Fire Station.
• Contribution towards the cost of a City library.
• State Route 79 (SR -79) roadway improvements.
• Interstate 15 (I-15)/State Route 79 (SR -79) interchange improvements.
• Water system and sewer system improvements designated by the Rancho California
Water District.
• Sanitary sewer system and water system improvements designated by the Eastern
Municipal Water District.
Construction of the Improvements was commenced in , and was
completed in , . Lennar has submitted to the Authority a request for payment
from the Improvement Fund pursuant to the Acquisition Agreement for Improvements completed
by Lennar. Following the satisfaction of such payment request, it is expected that the
Improvement Fund will be closed and, under the provisions of the Fiscal Agent Agreement, any
remaining amount in the Improvement Fund will be transferred by the Fiscal Agent to the Bond
Fund to be used to pay debt service on the Bonds on the next Interest Payment Date following
such transfer.
Land Use Distribution
All of the property in the District has been developed for residential use. The District
includes 796 separate County Assessor's parcels, all of which have been improved with a
single-family detached home. The following table shows the distribution of land use classes of
the Taxable Property within the District based on the Rate and Method, the County Fiscal Year
2016-17 assessed values of the parcels, the estimated Special Tax levy for fiscal year 2017-18
for each land use class, and the percentage of the overall Special Tax levy by land use class.
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Table 2
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Distribution of Land Use Classes Under the Rate and Method;
Assessed Values and Projected Fiscal Year 2017-18 Special Tax Levy
Total
Projected
Fiscal Year
Fiscal Year 2017-18
No. of 2016-17 Special Tax Percent
Land Use Tax Class Residential Floor Area Parcels Assessed Value Levy(1) of Total
Residential A -Z1 4,301 sq. ft. or greater 28 $ 32,512,513 $ 86,289.31 9.69%
Residential B -Z1 3,701 sq. ft. to 4,300 sq. ft. 85 48,913,138 125,313.55 14.07
Residential C -Z1 3,201 sq. ft. to 3,700 sq. ft. 87 47,925,738 117,873.76 13.23
Residential D -Z1 2,901 sq. ft. to 3,200 sq. ft. 117 52,803,472 123,137.24 13.82
Residential E -Z1 2,601 sq. ft. to 2,900 sq. ft. 174 76,244,809 166,422.30 18.68
Residential F -Z1 2,301 sq. ft. to 2,600 sq. ft. 64 24,936,869 55,375.69 6.22
Residential G -Z1 2,001 sq. ft. to 2,300 sq. ft. 29 10,110,200 24,831.10 2.79
Residential H -Z1 2,000 sq. ft. or less 0 0 0.00 0.00
Residential A -Z2 3,301 sq. ft. or greater 16 7,551,188 18,500.17 2.08
Residential B -Z2 2,801 sq. ft. to 3,300 sq. ft. 21 9,214,301 22,983.60 2.58
Residential C -Z2 2,501 sq. ft. to 2,800 sq. ft. 16 6,629,906 14,775.17 1.66
Residential D -Z2 2,301 sq. ft. to 2,500 sq. ft. 58 22,083,666 52,341.94 5.88
Residential E -Z2 2,101 sq. ft. to 2,300 sq. ft. 43 15,577,646 37,050.74 4.16
Residential F -Z2 2,100 sq. ft. or less 58 18,061,340 45,799.19 5.14
Totals 796 $372,564,786 $890,693.76 100.00%
(1) Based on the expected annual debt service for the 2016 Bonds, as projected by Stifel, Nicolaus & Company
Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in
addition to the estimated scheduled debt service on the 2016 Bonds during calendar year 2016, $16,000 for
Administrative Expenses. Preliminary, subject to change.
Source: Albert A. Webb Associates.
Assessed Property Values
No Appraisal of Property in the District. The Authority has not commissioned an
appraisal of the Taxable Property in the District in connection with the issuance of the 2016
Bonds. Therefore, the valuation of the Taxable Property in the District has been estimated for
purposes of the Act, and as set forth in this Official Statement, based on the County Assessor's
values for Fiscal Year 2016-17.
Assessed Valuation. The valuation of real property in the Authority for ad valorem tax
purposes is established by the County Assessor. Assessed valuations are reported at 100% of
the full value of the property, as defined in Article XIIIA of the California Constitution. Article
XIIIA of the California Constitution defines "full cash value" as the appraised value as of March
1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires
assessment of "full cash value" upon change of ownership or new construction. Accordingly,
the assessed valuations presented in this Official Statement may not necessarily be
representative of the actual market value of the property in the District.
According to the County Assessor's records, as reported by the Special Tax
Administrator, the fiscal year 2016-17 total assessed value of 796 parcels of Taxable Property in
the District is $372,564,786.
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Historical Assessed Values. The table below shows annual changes in assessed
valuations between fiscal years 2012-13 and 2016-17 with respect to the parcels of Taxable
Property that are subject to the levy of Special taxes securing the repayment of the 2016 Bonds.
Table 3
Temecula Public Financing Authority
Community Facilities District No. 03-1
(CROWNE HILL)
Historical Assessed Values
Fiscal Years 2007-08 through 2016-17
No. of Assessed Value of
Parcels Single Family Annual
Fiscal Year Taxed Homes(1) Percent Change
2007-08(2) 796 $410,839,059 N/A
2008-09(2) 796 378,053,683 -7.98%
2009-10(2) 796 282,865,528 -25.18
2010-11 796 279,254,739 -1.28
2011-12 796 279,383,354 0.05
2012-13 796 273,559,782 -2.08
2013-14 796 296,619,272 8.43
2014-15 796 338,828,538 14.23
2015-16 796 359,895,683 6.22
2016-17 796 372,564,786 3.52
(1) As of January 1 of each year as shown on the County Assessor's Rolls. Total Assessed Valuation is calculated as the
sum of Land Assessed Value and Improvement Assessed Value.
(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: Albert A. Webb Associates.
Value -to -District Lien Ratio
General Information Regarding Value -to -District Lien Ratios. The value -to -District
lien ratio on bonds secured by special taxes will generally vary over the life of those bonds as a
result of changes in the value of the property that is security for the special taxes and the
principal amount of the bonds.
In comparing the aggregate assessed value of the real property within the District, and
the principal amount of the 2016 Bonds and the outstanding principal of the Series 2012 Bonds,
it should be noted that an individual parcel may only be foreclosed upon to pay delinquent
installments of the Special Taxes attributable to that parcel. The principal amount of the 2016
Bonds and the outstanding principal of the Series 2012 Bonds are not allocated among the
parcels within the District based on their respective assessed values; rather, the total Special
Taxes have been allocated among the parcels within the District according to the Rate and
Method.
Economic and other factors beyond the property owners' control, such as economic
recession, deflation of land values, financial difficulty or bankruptcy by one or more property
owners, or the complete or partial destruction of Taxable Property caused by, among other
possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the
assessed value within the District. See "SPECIAL RISK FACTORS—Property Value" and
"Bankruptcy Delays."
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Aggregate Value -to -District Lien Ratio. The aggregate value -to -District lien ratio of
Taxable Property in the District, based on fiscal year 2016-17 County assessed values
($372,564,786), and the sum of the outstanding principal amount of the Series 2012 Bonds
($8,985,000) and the initial principal amount of the 2016 Bonds ($2,365,000*) is 32.83:1*. There
is, however, overlapping debt, and the properties in the District are subject to a number of taxes,
direct charges and assessments. See "THE DISTRICT—Direct and Overlapping Governmental
Obligations" below.
Value -to -District Lien Ratio Distribution. The table below shows the projected fiscal
year 2017-18 Special Tax levy, the fiscal year 2016-17 County assessed value, the allocation of
the principal amount of the Series 2012 Bonds and the 2016 Bonds to the respective Taxable
Parcels, and the estimated debt to value ratios for the 796 Parcels of Taxable Property in the
District, classified by ownership of the respective Parcels as of August 19, 2016.
Table 4
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Estimated Value to Lien by Property Ownerm
% of Estimated Total
FY 2017-18 Projected 2016 2012 District Value -to -
No. of Assessed Projected Special Refunding Refunding Outstanding Lien
Property Owner(1) Parcels Value Special Tax Tax Bonds(2) Bonds Bonds(2) Ratio(2)
Individual Owner 4 $1,525,445 $4,444 0.50% $11,801 $44,834 $56,635 26.93:1
Individual Owner 4 1,692,289 4,316 0.48 11,460 43,539 54,999 30.77:1
Individual Owner 2 1,340,257 3,943 0.44 10,471 39,780 50,250 26.67:1
All Others 786 368,006,795 877,990 98.57 2,331,268 8,856,848 11,188,116 32.89:1
Totals 796 $372,564,786 $890,694 100.00% $2,365,000 $8,985,000 $11,350,000 32.83:1
(1) Ownership as of August 19, 2016.
(2) Preliminary, subject to change.
Source: Albert A. Webb Associates.
* Preliminary, subject to change.
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The following table sets forth the distribution of assessed value -to -District lien ratios
among the 796 parcels of developed Taxable Property based on the projected fiscal year 2017-
18 Special Tax levy and the estimated principal amount of the 2016 Bonds.
Table 5
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Distribution of Value -to -District Lien Ratios
Fiscal Year 2017-18
Projecte Percent
No. d of Total Estimated Total
of Percent Total FY Projected 2016 2012 District Aggregat
Assessed Parcel of Total Assessed 2017-18 FY 2017- Refunding Refunding Outstandin e Value -
Value to Lien(1) s Parcels Value Levy 18 Levy Bonds(4) Bonds g Bonds(4) to-Lien(4)
Less than 10.00:1(2) 1 0.13% $60,747 $856 0.10% $2,274 $8,637 $10,911 5.57:1
Between 10.00:1 and 2 0.25 595,531 2,829 0.32 7,512 28,539 36,051 16.52:1
19.99:1
Between 20.00:1 and 229 28.77 94,249,459 278,902 31.31 740,549 2,813,461 3,554,011 26.52:1
29.99:1
Between 30.00:1 and 505 63.44 243,005,148 545,694 61.27 1,448,946 5,504,769 6,953,715 34.95:1
39.99:1
Greater than 39.99:1(3) 59 7.41 34,653,901 62,412 7.01 165,719 629,593 795,312 43.57:1
Total 796 100.00% $372,564,78 $890,69 100.00% $2,365,00 $8,985,00 $11,350,00 32.83:1
6 4 0 0 0
(1) Allocation is based upon the projected FY 2016-17 Special Tax Levy and includes $16,000 in administrative expenses.
Preliminary, subject to change.
(2) Lowest estimated Value -to -Lien is 5.57:1.
(3) Highest estimated Value -to -Lien is 51.15:1.
(4) Preliminary, subject to change.
Source: Albert A. Webb Associates.
Special Tax Delinquencies
The following table is a summary of Special Tax levies, collections and delinquency
rates on taxable properties in the District for fiscal years 2011-12 through fiscal year 2016-17
based on amounts levied and outstanding delinquencies as of the respective Fiscal Year end,
and as of September 21, 2016.
Table 6
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Levies, Collections and Delinquencies
Fiscal Years 2011-12 through 2016-17
Total
Number Delinquencies Following FY End(1)
of Parcels Number of
Fiscal Special Tax Subject Delinquent Amount Percent
Year Amount Levied to Levy Parcels Delinquent Delinquent
As of September 21, 2016
Remaining Remaining Remaining
Parcels Amount Percent
Delinquent Delinquent Delinquent
2011-12 $1,094,803.86 796 35 $37,009.86 3.38%
2012-13 912,761.30 796 33 30,409.79 3.33
2013-14 911,951.26 796 16 14,380.46 1.58
2014-15 906,511.66 796 11 13,784.44 1.52
2015-16 909,366.60 796 13 12,408.14 1.36
2016-17 907,200.06 796 N/A N/A N/A
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2 $3,105.76 0.28%
2 1,833.94 0.20
1 1,077.58 0.12
2 2,639.39 0.29
7 6,832.47 0.75
N/A N/A N/A
(1) Information for Fiscal Years 2011-12 through 2014-15 is attained from the Annual Disclosure Reports for Fiscal Years
ending June 30, 2012 through June 30, 2015, respectively.
Source: Albert A. Webb Associates.
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base ad valorem secured property tax rate on
property in the District is 1.00% (including ad valorem tax overrides). Property in the District is
also subject, or will be subject, to certain annual charges and assessments (which are billed to
property owners on a semi-annual basis). See "THE DISTRICT—Sample Tax Bill" below for a
list of public agencies that currently levy annual charges and assessments on property in the
District.
Overlapping Public Debt. The District is located within the boundaries of certain local
agencies, other than the Authority, that provide public services and assess property taxes,
assessments, special taxes and other charges on the property in the District. Some of these
local agencies have outstanding debt.
The current and estimated direct and overlapping obligations affecting the property in the
District are shown in the following table. The table was prepared by the Special Tax Consultant
and is included for general information purposes only. Neither the Authority nor the Underwriter
has reviewed this report for completeness or accuracy and they make no representation in
connection therewith.
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Table 7
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Direct and Overlapping Bonded Debt
I. ASSESSED VALUE
2016-17 Equalized Roll Assessed Valuation(l)
II. LAND SECURED BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt
The District
TOTAL OUTSTANDING LAND SECURED BONDED DEBT(3)
Authorized and Unissued Direct and Overlapping Bonded Debt
The District
$372,564,786
Total
Parcels Amount
Type Levied Issued Outstanding %Applicable Applicable
CFD 796 $16,020,000 $11,350,000(2 100.000% $11,350,000
$11,350,000(7)
Total
Parcels Amount
Type Levied Authorized Unissued %Applicable Applicable
CFD 796 $25,000,000 $0(4) 100.000% $0
TOTAL UNISSUED LAND SECURED INDEBTEDNESS(3) $0
TOTAL OUTSTANDING AND UNISSUED LAND SECURED
INDEBTEDNESS $11,350,000(7)
III. GENERAL OBLIGATION BOND INDEBTEDNESS
Total
Parcels % Amount
Outstanding Direct and Overlapping Bonded Debt Type Levied Issued Outstanding Applicable(5) Applicable
Temecula Valley Unified School B & I (0.03164%) GO 796 $137,412,03 $ 82,432,035 1.854299% $1,528,536
5
MT San Jacinto Comm College (0.01320%) GO 796 70,000,000 63,950,000 0.476309 304,600
Metropolitan Water East (0.00350%) GO 796 850,000,000 92,865,000 0.014422 13,393
EMWD Imp U-8 (0.00200%) GO 767 16,000,000 4,007,000 2.193708 87,902
Rancho Water Rancho Division (0.30000%)(6) REV 796 168,743,865 119,025,286 1.869586 2,225,280
TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT(3) $4,159,711
Total
Parcels % Amount
Authorized and Unissued Direct and Overlapping Indebtedness Type Levied Authorized Unissued Applicable(5) Applicable
Temecula Valley Unified School B & I (0.02741%) GO 796 $230,000,00 $ 92,587,965 1.854299% $1,716,858
0
MT San Jacinto Comm College (0.01394%) GO 796 295,000,000 225,000,000 0.476309 1,071,695
Metropolitan Water East (0.0035%) GO 796 850,000,000 0 0.014422 0
EMWD Imp U-8 (0.00200%) GO 767 16,000,000 0 2.193708 0
Rancho Water Rancho Division (0.30000%)(6) REV 796 168,743,865 0 1.869586 0
TOTAL UNISSUED GENERAL OBLIGATION INDEBTEDNESS(3) $2,788,553
TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION
INDEBTEDNESS $6,948,264
TOTAL OF ALL OUTSTANDING DIRECT AND
OVERLAPPING BONDED DEBT
TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT
AND OVERLAPPING INDEBTEDNESS
$15,509,711(7)
$18,298,264(7)
IV. RATIOS TO 2016-2017 ASSESSED VALUATION
Outstanding Land Secured Bonded Debt 32.83:1(7
Outstanding Direct and Overlapping Bonded Debt 24.02:1(7
(1) Fiscal Year 2016-17 Equalized Roll Assessed Valuation data as of January 1, 2016, Riverside County Assessor's Office.
(2) Outstanding debt for the District is based on preliminary bond sizing information provided by Stifel, Nicolaus & Company,
Incorporated and the $8,985,000 outstanding principal amount of the Series 2012 Bonds. Preliminary, subject to change.
(3) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for Fiscal Year
2016-17.
(4) Additional bonds may be issued for refunding purposes only.
(5) Percentage applicable determined by Fiscal Year 2016-17 Equalized Roll Assessed Value information.
(6) Rancho Water Rancho Division is assessed at 0.30000% of land assessed value only.
(7) Preliminary, subject to change if the initial principal amount of the 2016 Bonds is not $2,365,000, as currently estimated.
Source: Albert A. Webb Associates
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Sample Tax Bill
Table 8 below provides, for an average parcel of Taxable Property under the Rate and
Method, the expected property tax bill that would be received by an owner of the property for
fiscal year 2017-18, based on the projected Special Tax levy for that fiscal year.
Table 8
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Average Projected Fiscal Year 2017-2018 Tax Obligation(1)
For Parcels of Developed Property
Average Home Value(2) $468,046.00
Ad Valorem Property Taxes:
Basic Levy (1.0000%)
Temecula Valley Unified School B & I (0.03164%)
MT San Jacinto Comm College (0.01320%)
Metropolitan Water East (0.00350%)
EMWD Imp U-8 (0.00200%)
Rancho Water Rancho Division (0.30000%)(3)
Total General Property Taxes
Assessment, Special Taxes & Parcel Charges:
Fld Cntl Stormwater/Cleanwater
Temecula Parks/Lighting Sys
Temecula Residential St Lights
Temecula Trash/Recycling
Temecula Perimtr Lds Zn 20 Ad
Mwd Standby East
Emwd Standby -Combined Charge
The District(4)
Total Assessment Charges
Average Total Property Tax
Average Effective Tax Rate
$4,680.46
148.09
61.78
16.38
9.36
324.20
$5,240.27
$3.94
74.44
25.68
269.60
175.00
7.66
11.41
1,118.96
$1,686.70
$6,926.97
1.48%
(1) Average projected Fiscal Year 2017-18 tax rates based upon Fiscal Year 2016-17 Overlapping Taxes and
Assessments.
(2) Average Home Value is based upon average assessed values for Fiscal Year 2016-17 per Riverside County Equalized
Roll data.
(3) Rancho Water Rancho Division is assessed at 0.30000% of land assessed value only.
(4) Reflects average projected Fiscal Year 2017-18 District Special Tax levy.
Source: Albert A. Webb Associates.
SPECIAL RISK FACTORS
The following is a description of certain risk factors affecting the District, the parcels
subject to the levy of Special Taxes and the payment of and security for the 2016 Bonds. The
following discussion of risks is not meant to be a complete list of the risks associated with the
purchase of the 2016 Bonds and does not necessarily reflect the relative importance of the
various risks. Potential investors are advised to consider the following factors along with all
other information in this Official Statement in evaluating the investment quality of the 2016
Bonds. There can be no assurance that other risk factors will not become material in the future.
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Payment of the Special Tax is not a Personal Obligation
The owners of the parcels in the District are not personally obligated to pay the Special
Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the parcels
on which it is levied. If the value of the taxable parcels is not sufficient to secure fully the
payment of the Special Tax, the Authority has no recourse against the landowners.
No General Obligation of the Authority or the District
The Authority's obligations under the 2016 Bonds and under the Fiscal Agent Agreement
are limited obligations of the Authority on behalf of the District and are payable solely from and
secured solely by the Special Tax Revenues and amounts in the Special Tax Fund, the Bond
Fund and the Reserve Fund. The 2016 Bonds are neither general or special obligations of the
Authority nor general obligations of the District, but are limited obligations of the Authority for the
District payable solely from the revenues and funds pledged therefor and under the Fiscal Agent
Agreement. None of the faith and credit of the District, the Authority or the State of California or
of any of their respective political subdivisions is pledged to the payment of the 2016 Bonds.
Property Value
If a landowner defaults in the payment of the Special Tax, the only legal remedy is the
institution of a superior court action to foreclose on the delinquent taxable parcel in an attempt
to obtain funds with which to pay the Special Tax. The value of the taxable parcels in the District
could be adversely affected by economic factors beyond the Authority's control, including,
without limitation, (i) adverse changes in local market conditions, such as changes in the market
value of real property in the vicinity of the District, the supply of or demand for competitive
properties in such area, and the market value of residential property in the event of sale or
foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental
rules (including, without limitation, zoning laws and laws relating to endangered species and
hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation,
wildfire, earthquakes and floods), which may result in uninsured losses. See "SPECIAL TAX
FACTORS—Natural Disasters."
No assurances can be given that the real property subject to a judicial foreclosure sale
will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent
Special Tax installment. Although the Act authorizes the Authority to cause such an action to be
commenced and diligently pursued to completion, the Act does not specify any obligation of the
Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at
the foreclosure sale in any such action if there is no other purchaser at such sale. The Authority
is not obligated and does not expect to be a bidder at any such foreclosure sale. See
"SPECIAL TAX FACTORS—Proceeds of Foreclosure Sale."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and
Method. In addition, the Act provides that properties or entities of the state, federal or local
government are exempt from the Special Tax; provided, however, that property within the
District acquired by a public entity through a negotiated transaction, or by gift or devise, that is
not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is
possible that property acquired by a public entity following a tax sale or foreclosure based upon
failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides
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that if property subject to the Special Tax is acquired by a public entity through eminent domain
proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding
Bonds only, is to be treated as if it were a special assessment. The constitutionality and
operation of these provisions of the Act have not been tested.
In particular, insofar as the Act requires payment of the Special Tax by a federal entity
acquiring property within the District, it may be unconstitutional (see "SPECIAL RISK
FACTORS—FDIC/Federal Government Interests in Properties"). If for any reason property
within the District becomes exempt from taxation by reason of ownership by a nontaxable entity
such as the federal government or another public agency, subject to the limitation of the
Maximum Rate, the Special Tax will be reallocated to the remaining taxable properties within
the District. This would result in the owners of such property paying a greater amount of the
Special Tax and could have an adverse impact upon the timely payment of the Special Tax.
Moreover, if a substantial portion of land within the District becomes exempt from the Special
Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the
remaining acreage might not be sufficient to pay principal of and interest on the Series Prior
Bonds when due and a default would occur with respect to the payment of such principal and
interest.
Parity Taxes and Special Assessments
The Special Taxes and any penalties thereon will constitute liens against the taxable
parcels in the District until they are paid. Such lien is on a parity with all special taxes and
special assessments levied by other agencies and is coequal to and independent of the lien for
general property taxes regardless of when they are imposed upon the taxable parcel. The
Special Taxes have priority over all existing and future private liens imposed on the property.
The Authority, however, has no control over the ability of other entities and districts to issue
indebtedness secured by special taxes or assessments payable from all or a portion of the
taxable parcels within the District subject to the levy of Special Taxes. In addition, the
landowners within the District may, without the consent or knowledge of the District, petition
other public agencies to issue public indebtedness secured by special taxes or assessments,
and any such special taxes or assessments may have a lien on such property on a parity with
the Special Taxes. The imposition of additional indebtedness could reduce the willingness and
the ability of the property owners within the District to pay the Special Taxes when due. See
"THE DISTRICT—Direct and Overlapping Governmental Obligations."
Insufficiency of Special Taxes
In order to pay debt service on the 2016 Bonds, it is necessary that the Special Taxes
levied against taxable parcels within the District be paid in a timely manner. The Authority has
established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt
service on the 2016 Bonds, the Series 2012 Bonds and any future Parity Bonds to the extent
Special Taxes are not paid on time and other funds are not available. See "SECURITY FOR
THE 2016 BONDS—Reserve Fund" and Appendix C – "Summary of the Fiscal Agent
Agreement—Reserve Fund." Under the Fiscal Agent Agreement, the Authority has covenanted
to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject,
however, to the limitations that (i) the Authority may not levy the Special Tax in any fiscal year at
a rate in excess of the Maximum Special Tax rates permitted under the Rate and Method and
(ii) per the Rate and Method, under no circumstances will the Special Tax levied against any
Assessor's Parcel of Residential Property for which an occupancy permit for private residential
use has been issued be increased by more than ten percent as a consequence of delinquency
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or default by the owner of any other Assessor's Parcel within the District. See "SECURITY FOR
THE 2016 BONDS—Summary of Rate and Method." Consequently, if a delinquency occurs, the
Authority may be unable to replenish the Reserve Fund to the Reserve Requirement due to the
limitation of the Maximum Special Tax rates. If such defaults were to continue in successive
years, the Reserve Fund could be depleted and a default on the 2016 Bonds would occur if
proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special
Taxes.
The Authority has made certain covenants regarding the institution of foreclosure
proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay
debt service on the 2016 Bonds. See "SECURITY FOR THE 2016 BONDS—Covenant for
Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or
deed of trust holder could, but would not be required to, advance the amount of delinquent
Special Taxes to protect its security interest.
Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the
payment of principal of, and interest on, the 2016 Bonds are derived, are being billed to the
taxable parcels within the District on the regular property tax bills sent to owners of the parcels.
Such Special Tax installments are due and payable, and bear the same penalties and interest
for non-payment, as do regular property tax installments. Special Tax installment payments
cannot be made separately from property tax payments. Therefore, the unwillingness or inability
of a property owner to pay regular property tax bills as evidenced by property tax delinquencies
may also indicate an unwillingness or inability to make regular property tax payments and
Special Tax installment payments in the future. See "SECURITY FOR THE 2016 BONDS—
Reserve Fund" and "-Covenant for Superior Court Foreclosure" for a discussion of the
provisions which apply, and procedures which the District is obligated to follow under the Fiscal
Agent Agreement, in the event of delinquency in the payment of Special Tax installments. See
also "THE DISTRICT—Special Tax Delinquencies" for historical Special Tax delinquency
history.
Also, as noted under "SECURITY FOR THE 2016 BONDS—Summary of Rate and
Method," the Act (and effectively the Rate and Method) provides that under no circumstances
will the Special Taxes levied in any fiscal year against any Parcel used for private residential
purposes be increased as a consequence of delinquency or default by the owner or owners of
any other Parcel or Parcels within the District by more than ten percent (10%) above the amount
that would have been levied in that fiscal year had there never been any such delinquencies or
defaults.
Bankruptcy Delays
The payment of the Special Tax and the ability of the Authority to commence a superior
court action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in
"SECURITY FOR THE 2016 BONDS—Covenant for Superior Court Foreclosure," may be
limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws
of the State of California relating to judicial foreclosure. Legal opinions to be delivered
concurrently with the delivery of the 2016 Bonds (including Bond Counsel's approving legal
opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the
application of equitable principles and by the exercise of judicial discretion in appropriate cases.
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Although bankruptcy proceedings would not cause the Special Taxes to become
extinguished, bankruptcy of a property owner or any other person claiming an interest in the
property could result in a delay in superior court foreclosure proceedings and could result in the
possibility of Special Tax installments not being paid in part or in full. Such a delay would
increase the likelihood of a delay or default in payment of the principal of and interest on the
2016 Bonds.
Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment
of any Special Tax, the Authority Council, as the legislative body of the District, may order that
the Special Taxes be collected by a superior court action to foreclose the lien within specified
time limits. The Authority has covenanted in the Fiscal Agent Agreement that it will, under
certain circumstances, commence such a foreclosure action. See "SECURITY FOR THE 2016
BONDS—Covenant for Superior Court Foreclosure."
No assurances can be given that a taxable parcel in the District that would be subject to
a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds
of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act
authorizes the Authority to cause such an action to be commenced and diligently pursued to
completion, the Act does not specify any obligation of the Authority with regard to purchasing or
otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if
there is no other purchaser at such sale and the Authority has not in any way agreed nor does it
expect to be such a bidder.
In a foreclosure proceeding, a judgment debtor (i.e., the property owner) has 140 days
from the date of service of the notice of levy in which to redeem the property to be sold and may
have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the
property is sold, his only remedy is an action to set aside the sale, which must be brought within
90 days of the date of sale if the purchaser at the sale was the judgment creditor. If a
foreclosure sale is thereby set aside, the judgment is revived and the judgment creditor is
entitled to interest on the revived judgment as if the sale had not been made.
If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust
on the affected property could, but would not be required to, advance the amount of the
delinquent Special Tax installment to protect its security interest.
In the event such superior court foreclosure or foreclosures are necessary, there could
be a delay in principal and interest payments to the owners of the 2016 Bonds pending
prosecution of the foreclosure proceedings and receipt by the District of the proceeds of the
foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays associated
with court cases and may be further slowed by bankruptcy actions and other factors beyond the
control of the Authority, including delay due to crowded local court calendars or legal tactics
and, in any event could take several years to complete. In particular, bankruptcy proceedings
involving the Landowner or any other owner of a taxable parcel in the District could cause a
delay, reduction or elimination in the flow of Special Tax Revenues to the Fiscal Agent. See
"SPECIAL RISK FACTORS—Bankruptcy Delays."
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Natural Disasters
The value of the Taxable Property in the future can be adversely affected by a variety of
natural occurrences, particularly those that may affect infrastructure and other public
improvements and private improvements on the Taxable Property and the continued habitability
and enjoyment of such private improvements. Such occurrences include, without limitation,
wildfire, earthquakes and floods. One or more of such natural disasters could occur and could
result in damage to improvements of varying seriousness. The damage may entail significant
repair or replacement costs and that repair or replacement may never occur either because of
the cost, or because repair or replacement will not facilitate habitability or other use, or because
other considerations preclude such repair or replacement. Under any of these circumstances,
the value of the Taxable Property may well depreciate or disappear.
Hazardous Substances
The presence of hazardous substances on a parcel may result in a reduction in the
value of a parcel. In general, the owners and operators of a parcel may be required by law to
remedy conditions of the parcel relating to releases or threatened releases of hazardous
substances. The Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most
well-known and widely applicable of these laws, but California laws with regard to hazardous
substances are also stringent and similar. Under many of these laws, the owner or operator is
obligated to remedy a hazardous substance condition of property whether or not the owner or
operator has anything to do with creating or handling the hazardous substance. The effect,
therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce
the marketability and value of the parcel by the costs of remedying the condition, because the
purchaser, upon becoming owner, will become obligated to remedy the condition just as is the
seller.
The Authority has not independently verified, but is not aware of, the presence of any
hazardous substances within the District.
Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the
value of the property is sufficient to justify payment, may be affected by whether or not the
owner was given due notice of the Special Tax authorization at the time the owner purchased
the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax
be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well
as pay other expenses and obligations. The Authority has caused notices of the Special Tax to
be recorded in the Office of the Riverside County Recorder against each parcel in the District.
Although title companies normally refer to such notices in title reports, there can be no
guarantee that such reference will be made or, if made, that a prospective purchaser or lender
will consider such Special Tax obligation when purchasing a property within the District or
lending money thereon, as applicable.
California Civil Code Section 1102.6b requires that, in the case of transfers, the seller
must at least make a good faith effort to notify the prospective purchaser of the special tax lien
in a format prescribed by statute. Failure by an owner of the property to comply with the above
requirements, or failure by a purchaser or lessor to consider or understand the nature and
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existence of the Special Tax, could adversely affect the willingness and ability of the purchaser
or lessor to pay the Special Tax when due.
FDIC/Federal Government Interests in Properties
General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax
installments may be limited with regard to properties in which the Federal Deposit Insurance
Corporation (the "FDIC"), the Drug Enforcement Agency, the Internal Revenue Service, or other
federal agency has or obtains an interest.
Federal courts have held that, based on the supremacy clause of the United States
Constitution, in the absence of Congressional intent to the contrary, a state or local agency
cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the
federal government interest.
The supremacy clause of the United States Constitution reads as follows: "This
Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and
all Treaties made, or which shall be made, under the Authority of the United States, shall be the
supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in
the Constitution or Laws of any State to the contrary notwithstanding."
This means that, unless Congress has otherwise provided, if a federal governmental
entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes
and assessments levied on the parcel (including Special Taxes), the applicable state and local
governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.
Moreover, unless Congress has otherwise provided, if the federal government has a
mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of
delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold
for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special
Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson (9th
Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the
Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this
doctrine, and not a private entity, and that, as a result, an exercise of state power over a
mortgage interest held by FNMA constitutes an exercise of state power over property of the
United States.
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 2016 Bonds
are outstanding.
FDIC. In the event that any financial institution making any loan which is secured by real
property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or
loans go into default, resulting in ownership of the property by the FDIC, then the ability of the
District to collect interest and penalties specified by State law and to foreclose the lien of
delinquent unpaid Special Taxes may be limited.
The FDIC's policy statement regarding the payment of state and local real property taxes
(the "Policy Statement") provides that property owned by the FDIC is subject to state and local
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real property taxes only if those taxes are assessed according to the property's value, and that
the FDIC is immune from real property taxes assessed on any basis other than property value.
According to the Policy Statement, the FDIC will pay its property tax obligations when they
become due and payable and will pay claims for delinquent property taxes as promptly as is
consistent with sound business practice and the orderly administration of the institution's affairs,
unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay
claims for interest on delinquent property taxes owed at the rate provided under state law, to the
extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any
amounts in the nature of fines or penalties and will not pay nor recognize liens for such
amounts. If any property taxes (including interest) on FDIC -owned property are secured by a
valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those
claims. The Policy Statement further provides that no property of the FDIC is subject to levy,
attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC
will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without
the FDIC's consent.
The Policy Statement states that the FDIC generally will not pay non -ad valorem taxes,
including special assessments, on property in which it has a fee interest unless the amount of
tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize
the validity of any lien to the extent it purports to secure the payment of any such amounts.
Special taxes imposed under the Mello -Roos 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. The Ninth Circuit
has issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal
agency, is exempt from Mello -Roos special taxes.
The Authority is unable to predict what effect the application of the Policy Statement
would have in the event of a delinquency in the payment of Special Taxes on a parcel within the
District in which the FDIC has or obtains an interest, although prohibiting the lien of the Special
Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of
persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a
draw on the Reserve Fund and perhaps, ultimately, if enough property were to become owned
by the FDIC, a default in payment on the 2016 Bonds.
No Acceleration Provision
The 2016 Bonds and the Fiscal Agent Agreement do not contain a provision allowing for
the acceleration of the 2016 Bonds in the event of a payment default or other default under the
terms of the 2016 Bonds or the Fiscal Agent Agreement or in the event interest on the 2016
Bonds becomes included in gross income for federal income tax purposes.
Taxability Risk
As discussed herein under the caption "TAX MATTERS," interest on the 2016 Bonds
could become includable in gross income for purposes of federal income taxation retroactive to
the date the 2016 Bonds were issued, as a result of future acts or omissions of the Authority in
violation of its covenants in the Fiscal Agent Agreement. There is no provision in the 2016
Bonds or the Fiscal Agent Agreement for special redemption or acceleration or for the payment
of additional interest should such an event of taxability occur, and the 2016 Bonds will remain
outstanding until maturity or until redeemed under one of the other redemption provisions
contained in the Fiscal Agent Agreement.
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In addition, as discussed under the caption "TAX MATTERS," Congress has considered
in the past, is currently considering and may consider in the future, legislative proposals,
including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the
exclusion from gross income for federal income tax purposes of interest on municipal bonds,
such as the 2016 Bonds. Prospective purchasers of the 2016 Bonds should consult their own
tax advisors regarding any pending or proposed federal tax legislation. The Authority can
provide no assurance that federal tax law will not change while the 2016 Bonds are outstanding
or that any such changes will not adversely affect the exclusion of interest on the 2016 Bonds
from gross income for federal income tax purposes. If the exclusion of interest on the 2016
Bonds from gross income for federal income tax purposes were amended or eliminated, it is
likely that the market price for the 2016 Bonds would be adversely impacted.
Enforceability of Remedies
The remedies available to the Fiscal Agent and the registered owners of the 2016 Bonds
upon a default under the Fiscal Agent Agreement or any other document described in this
Official Statement are in many respects dependent upon regulatory and judicial actions that are
often subject to discretion and delay. Under existing law and judicial decisions, the remedies
provided for under such documents may not be readily available or may be limited. Any legal
opinions to be delivered concurrently with the issuance of the 2016 Bonds will be qualified to the
extent that the enforceability of the legal documents with respect to the 2016 Bonds is subject to
limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the
rights of creditors generally and by equitable remedies and proceedings generally.
Judicial remedies, such as foreclosure and enforcement of covenants, are subject to
exercise of judicial discretion. A California court may not strictly apply certain remedies or
enforce certain covenants if it concludes that application or enforcement would be unreasonable
under the circumstances and it may delay the application of such remedies and enforcement.
No Secondary Market
No representation is made concerning any secondary market for the 2016 Bonds. There
can be no assurance that any secondary market will develop for the 2016 Bonds. Investors
should understand the long-term and economic aspects of an investment in the 2016 Bonds and
should assume that they will have to bear the economic risks of their investment to maturity. An
investment in the 2016 Bonds may be unsuitable for any investor not able to hold the 2016
Bonds to maturity.
Proposition 218
An initiative measure entitled the "Right to Vote on Taxes Act" (the "Initiative") was
approved by the voters of the State at the November 5, 1996 general election. The Initiative
added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and
Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the
authority of local governments to impose taxes and property -related assessments, fees and
charges." Provisions of the Initiative have been and will continue to be interpreted by the courts.
The Initiative could potentially impact the Special Taxes otherwise available to the District to pay
the principal of and interest on the 2016 Bonds as described below.
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Among other things, Section 3 of Article XIIIC states, "...the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee
or charge." The Act provides for a procedure, which includes notice, hearing, protest and voting
requirements to alter the rate and method of apportionment of an existing special tax. However,
the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special
tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the
Act unless such legislative body determines that the reduction or termination of the special tax
would not interfere with the timely retirement of that debt. On July 1, 1997, the Governor of the
State signed a bill into law enacting Government Code Section 5854, which states that:
Section 3 of Article XIIIC of the California Constitution, as
adopted at the November 5, 1996, general election, shall not be
construed to mean that any owner or beneficial owner of a
municipal security, purchased before or after that date, assumes
the risk of, or in any way consents to, any action by initiative
measure that constitutes an impairment of contractual rights
protected by Section 10 of Article I of the United States
Constitution.
Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has
not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction
would interfere with the timely retirement of the 2016 Bonds.
It may be possible, however, for voters or the District or the Authority Council acting as
the legislative body of the District to reduce the Special Taxes in a manner that does not
interfere with the timely repayment of the 2016 Bonds, but which does reduce the maximum
amount of Special Taxes that may be levied in any year below the existing levels. Furthermore,
no assurance can be given with respect to the future levy of the Special Taxes in amounts
greater than the amount necessary for the timely retirement of the 2016 Bonds. Therefore, no
assurance can be given with respect to the levy of Special Taxes for Administrative Expenses
(as defined in the Fiscal Agent Agreement). Nevertheless, the Authority has covenanted that it
will not consent to, or conduct proceedings with respect to, a reduction in the maximum Special
Taxes that may be levied in the District on Developed Property below an amount, for any Bond
Year, equal to 110% of the aggregate of the debt service due on the 2016 Bonds in such Bond
Year, plus a reasonable estimate of Administrative Expenses for each such Bond Year.
However, no assurance can be given as to the enforceability of the foregoing covenant.
The interpretation and application of Article XIIIC and Article XIIID will ultimately be
determined by the courts with respect to a number of the matters discussed above, and it is not
possible at this time to predict with certainty the outcome of such determination or the timeliness
of any remedy afforded by the courts. See "—Enforceability of Remedies."
Ballot Initiatives
Articles XIIIC and XIIID of the California Constitution were adopted pursuant to
measures qualified for the ballot pursuant to California's constitutional initiative process, and the
State Legislature has in the past enacted legislation that has altered the spending limitations or
established minimum funding provisions for particular activities. On March 6, 1995 in the case
of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance
and prohibit the imposition of further such taxes and that the exemption from the referendum
requirements does not apply to initiatives. From time to time, other initiative measures could be
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adopted by California voters or legislation enacted by the legislature. The adoption of any such
initiative or legislation might place limitations on the ability of the State, the Authority, or local
districts to increase revenues or to increase appropriations.
IRS Audit of Tax -Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-
exempt bond issues, including both random and targeted audits. It is possible that the 2016
Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the
market value of the 2016 Bonds might be affected as a result of such an audit of the 2016
Bonds (or by an audit of similar bonds). See "TAX MATTERS."
TAX MATTERS
Federal tax law contains a number of requirements and restrictions which apply to the
2016 Bonds, including investment restrictions, periodic payments of arbitrage profits to the
United States, requirements regarding the proper use of bond proceeds and the facilities
financed therewith, and certain other matters. The Authority has covenanted in the Fiscal Agent
Agreement to comply with all requirements that must be satisfied in order for the interest on the
2016 Bonds to be excludable from gross income for federal income tax purposes. Failure to
comply with certain of such covenants could cause interest on the 2016 Bonds to become
includable in gross income for federal income tax purposes retroactively to the date of issuance
of the 2016 Bonds.
Subject to the Authority's compliance with the above -referenced covenants, under
present law, in the opinion of Quint & Thimmig LLP, Bond Counsel, interest on the 2016 Bonds
(i) is excludable from the gross income of the owners thereof for federal income tax purposes,
and (ii) is not included as an item of tax preference in computing the federal alternative
minimum tax for individuals and corporations, but interest on the 2016 Bonds is taken into
account, however, in computing an adjustment used in determining the federal alternative
minimum tax for certain corporations.
In rendering its opinion, Bond Counsel will rely upon certifications of the Authority with
respect to certain material facts within the Authority's knowledge. Bond Counsel's opinion
represents its legal judgment based upon its review of the law and the facts that it deems
relevant to render such opinion and is not a guarantee of a result.
The Internal Revenue Code of 1986, as amended (the "Code"), includes provisions for
an alternative minimum tax ("AMT') for corporations in addition to the corporate regular tax in
certain cases. The AMT, if any, depends upon the corporation's alternative minimum taxable
income ("AMTI"), which is the corporation's taxable income with certain adjustments. One of the
adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an
amount equal to 75% of the excess of such corporation's "adjusted current earnings" over an
amount equal to its AMTI (before such adjustment item and the alternative tax net operating
loss deduction). "Adjusted current earnings" would include certain tax-exempt interest,
including interest on the 2016 Bonds.
Ownership of the 2016 Bonds may result in collateral federal income tax consequences
to certain taxpayers, including, without limitation, corporations subject to the branch profits tax,
financial institutions, certain insurance companies, certain S corporations, individual recipients
-43-
of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have
incurred (or continued) indebtedness to purchase or carry tax exempt obligations. Prospective
purchasers of the 2016 Bonds should consult their tax advisors as to applicability of any such
collateral consequences.
The issue price (the "Issue Price") for each maturity of the 2016 Bonds is the price at
which a substantial amount of such maturity of the 2016 Bonds is first sold to the public. The
Issue Price of a maturity of the 2016 Bonds may be different from the price set forth, or the price
corresponding to the yield set forth, on the inside cover page of this Official Statement.
If the Issue Price of a maturity of the 2016 Bonds is less than the principal amount
payable at maturity, the difference between the Issue Price of each such maturity, if any, of the
2016 Bonds (the "010 2016 Bonds") and the principal amount payable at maturity is original
issue discount.
For an investor who purchases an OID 2016 Bond in the initial public offering at the
Issue Price for such maturity and who holds such OID 2016 Bond to its stated maturity, subject
to the condition that the Authority comply with the covenants discussed above, (a) the full
amount of original issue discount with respect to such OID 2016 Bond constitutes interest which
is excludable from the gross income of the owner thereof for federal income tax purposes; (b)
such owner will not realize taxable capital gain or market discount upon payment of such OID
2016 Bond at its stated maturity; (c) such original issue discount is not included as an item of
tax preference in computing the alternative minimum tax for individuals and corporations under
the Code, but is taken into account in computing an adjustment used in determining the
alternative minimum tax for certain corporations under the Code, as described above; and (d)
the accretion of original issue discount in each year may result in an alternative minimum tax
liability for corporations or certain other collateral federal income tax consequences in each year
even though a corresponding cash payment may not be received until a later year. Owners of
OID 2016 Bonds should consult their own tax advisors with respect to the state and local tax
consequences of original issue discount on such OID 2016 Bonds.
Owners of 2016 Bonds who dispose of 2016 Bonds prior to the stated maturity (whether
by sale, redemption or otherwise), purchase 2016 Bonds in the initial public offering, but at a
price different from the Issue Price or purchase 2016 Bonds subsequent to the initial public
offering should consult their own tax advisors.
If a 2016 Bond is purchased at any time for a price that is less than the 2016 Bond's
stated redemption price at maturity or, in the case of an OID 2016 Bond, its Issue Price plus
accreted original issue discount reduced by payments of interest included in the computation of
original issue discount and previously paid (the "Revised Issue Price"), the purchaser will be
treated as having purchased a 2016 Bond with market discount subject to the market discount
rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is
treated as taxable ordinary income and is recognized when a 2016 Bond is disposed of (to the
extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as
it accrues. Such treatment would apply to any purchaser who purchases an OID 2016 Bond for
a price that is less than its Revised Issue Price even if the purchase price exceeds par. The
applicability of the market discount rules may adversely affect the liquidity or secondary market
price of such 2016 Bond. Purchasers should consult their own tax advisors regarding the
potential implications of market discount with respect to the 2016 Bonds.
-44-
An investor may purchase a 2016 Bond at a price in excess of its stated principal
amount. Such excess is characterized for federal income tax purposes as "bond premium" and
must be amortized by an investor on a constant yield basis over the remaining term of the 2016
Bond in a manner that takes into account potential call dates and call prices. An investor cannot
deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is
treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it
reduces the investor's basis in the 2016 Bond. Investors who purchase a 2016 Bond at a
premium should consult their own tax advisors regarding the amortization of bond premium and
its effect on the 2016 Bond's basis for purposes of computing gain or loss in connection with the
sale, exchange, redemption or early retirement of the 2016 Bond.
There are or may be pending in the Congress of the United States legislative proposals,
including some that carry retroactive effective dates, that, if enacted, could alter or amend the
federal tax matters referred to above or affect the market value of the 2016 Bonds. It cannot be
predicted whether or in what form any such proposal might be enacted or whether, if enacted, it
would apply to bonds issued prior to enactment. Prospective purchasers of the 2016 Bonds
should consult their own tax advisors regarding any pending or proposed federal tax legislation.
Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.
The Internal Revenue Service (the "Service") has an ongoing program of auditing tax-
exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt
obligations is includable in the gross income of the owners thereof for federal income tax
purposes. It cannot be predicted whether or not the Service will commence an audit of the 2016
Bonds. If an audit is commenced, under current procedures the Service may treat the Authority
as a taxpayer and the 2016 Bondholders may have no right to participate in such procedure.
The commencement of an audit could adversely affect the market value and liquidity of the 2016
Bonds until the audit is concluded, regardless of the ultimate outcome.
Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt
obligations, including the 2016 Bonds, are in certain cases required to be reported to the
Service. Additionally, backup withholding may apply to any such payments to any 2016 Bond
owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number
and Certification, or a substantially identical form, or to any 2016 Bond owner who is notified by
the Service of a failure to report any interest or dividends required to be shown on federal
income tax returns. The reporting and backup withholding requirements do not affect the
excludability of such interest from gross income for federal tax purposes.
In the further opinion of Bond Counsel, interest on the 2016 Bonds is exempt from
California personal income taxes.
Ownership of the 2016 Bonds may result in other state and local tax consequences to
certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral
consequences arising with respect to the 2016 Bonds. Prospective purchasers of the 2016
Bonds should consult their tax advisors regarding the applicability of any such state and local
taxes.
The complete text of the final opinion that Bond Counsel expects to deliver upon
issuance of the 2016 Bonds is set forth in Appendix D.
-45-
LEGAL MATTERS
Concurrent with the issuance of the 2016 Bonds, Quint & Thimmig LLP, Larkspur,
California, Bond Counsel, will render its opinion substantially in the form set forth in Appendix D
to this Official Statement. Certain legal matters with respect to the 2016 Bonds will be passed
upon for the Authority and the District by Richards, Watson & Gershon, A Professional
Corporation, Los Angeles, California, in their capacity as attorneys for the Authority, and for the
Authority by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain
legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California. Payment of the fees and expenses of
Underwriter's Counsel is contingent on the issuance of the 2016 Bonds.
From time to time Bond Counsel and Disclosure Counsel represents the Underwriter on
matters unrelated to the 2016 Bonds.
RATING
S&P Global Ratings has assigned its municipal bond rating of " " to the 2016
Bonds. Such rating reflects only the views of S&P Global Ratings, and any desired explanation
of the significance of such rating may be obtained from S&P Global Ratings at the following web
address: ratings_request@spglobal.com. 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 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 the rating agency, circumstances so warrant. Any such downward revision or withdrawal of
the rating may have an adverse effect on the market price of the 2016 Bonds. Except as
otherwise required in the Continuing Disclosure Agreement, the Authority has not undertaken
any responsibility either to bring to the attention of the owners of any 2016 Bonds any
downward revision or withdrawal of the rating or to oppose any such revision or withdrawal. A
rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
VERIFICATION OF MATHEMATICAL ACCURACY
Grant Thornton, LLP, independent accountants, upon delivery of the 2016 Bonds, will
deliver a report on the mathematical accuracy of certain computations, contained in schedules
provided to them which were prepared for the Authority, relating to the sufficiency of moneys
and securities deposited into the Refunding Fund to pay, when due, the redemption price of the
Prior Bonds. See "PLAN OF REFUNDING—Redemption of Prior Bonds."
The report of Grant Thornton, LLP, will include the statement that the scope of its
engagement is limited to verifying the mathematical accuracy of the computations contained in
such schedules provided to it, and that it has no obligation to update its report because of
events occurring, or data or information coming to its attention, subsequent to the date of its
report.
-46-
NO LITIGATION
The Authority is not aware of any pending or threatened litigation challenging the validity
of the 2016 Bonds, the Special Taxes securing the 2016 Bonds, or any action taken by the
Authority in connection with the formation of the District, the levying of the Special Taxes or the
issuance of the 2016 Bonds.
MUNICIPAL ADVISOR
The Authority has retained Fieldman, Rolapp & Associates, Irvine, California, as its
Municipal Advisor (the "Municipal Advisor") in connection with the authorization and delivery of
the 2016 Bonds. The Municipal Advisor has assisted in various matters relating to the planning,
structuring and sale of the 2016 Bonds. The Municipal Advisor has not independently verified
any of the data contained in the Official Statement or conducted a detailed investigation of the
affairs of the Authority or the District to determine the accuracy or completely of this Official
Statement.
UNDERWRITING
The 2016 Bonds are being purchased through negotiation by Stifel, Nicolaus &
Company, Incorporated (the "Underwriter"). The Underwriter agreed to purchase the 2016
Bonds at a price of $ (which is equal to the par amount of the 2016 Bonds, less
(plus) a net original issue discount (premium) of $ , and less an underwriter's
discount of $ ). The initial public offering prices set forth on the inside cover page
may be changed by the Underwriter. The Underwriter may offer and sell the 2016 Bonds to
certain dealers and others at prices lower than the public offering prices set forth on the inside
cover page hereof.
CONTINUING DISCLOSURE
The Authority has covenanted in a Continuing Disclosure Agreement for the benefit of
the Owners of the 2016 Bonds to provide Annual Reports that include certain annual financial
information and operating data, and to provide notices of the occurrence of certain enumerated
events. The Authority has retained Albert A. Webb Associates to act as the Dissemination Agent
under the Continuing Disclosure Agreement. The Authority or the Dissemination Agent, on
behalf of the Authority, will file the Annual Reports and notices as required by the Continuing
Disclosure Agreement with the Municipal Securities Rulemaking Board. See Appendix E —
"Form of Continuing Disclosure Agreement" for the complete text of the Authority's Continuing
Disclosure Agreement. The covenants of the Authority in the Continuing Disclosure Agreement
have been made in order to assist the Underwriter in complying with Rule 15c2 -12(b)(5) (the
"Rule") promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended.
A failure by the Authority to comply with the provisions of the Continuing Disclosure
Agreement is not an event of default under the Fiscal Agent Agreement (although the holders
and beneficial owners of the 2016 Bonds do have remedies at law and in equity). However, a
failure to comply with the provisions of the Continuing Disclosure Agreement must be reported
in accordance with the Rule and must be considered by any broker, dealer or municipal
-47-
securities dealer before recommending the purchase or sale of the 2016 Bonds. Therefore, a
failure by the Authority to comply with the provisions of the Continuing Disclosure Agreement
may adversely affect the marketability of the 2016 Bonds on the secondary market.
During the last five Fiscal Years, the Authority has complied in all material respects with
its obligations under several continuing disclosure agreements entered into in connection with
various community facilities district special tax bonds that it has issued, except for an annual
filing in 2011 for a series of special tax bonds that was filed 105 days after it was required to be
filed under the respective continuing disclosure agreement.
-48-
MISCELLANEOUS
Included herein are brief summaries of certain documents, which summaries do not
purport to be complete or definitive, and reference is made to such documents for full and
complete statements of the contents thereof. Any statements in this Official Statement involving
matters of opinion, whether or not expressly so stated, are intended as such and not as
representations of fact. This Official Statement is not to be construed as a contract or
agreement between the Authority or the District and the purchasers or Owners of any of the
2016 Bonds.
The execution and delivery of this Official Statement has been duly authorized by the
Authority Council, acting as the legislative body of the District.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
By:
Executive Director
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APPENDIX A
GENERAL, ECONOMIC, AND DEMOGRAPHIC
INFORMATION RELATING TO 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 2016 Bonds or
the Fiscal Agent Agreement.
Introduction
The City. The City of Temecula (the "City") is located in southwestern Riverside County,
California. The City was incorporated on December 1, 1989. Temecula is bordered by the City
of Murrieta to the north and the Pechanga Indian Reservation and San Diego County to the
south. The City of Temecula forms the southwestern anchor of the Inland Empire region.
Temecula is an affluent community. The City is supported by high median and mean
income levels as well as the city's favorable tourism and resort industries. The city is a
prominent tourist destination, with the Temecula Valley Wine Country, Old Town Temecula, the
Temecula Valley Polo Club, the Temecula Valley Balloon & Wine Festival, the Temecula Valley
International Film Festival, championship golf courses, and resort accommodations attracting a
significant amount of tourists.
The City is a general law city, which operates under a council-manager form of
government. The City Council consists of five members elected at -large to staggered four-year
terms. Each year, the City Council elects a Mayor and a Mayor Pro Tem amongst themselves to
serve for one calendar year. The Mayor, who has equal legislative power with fellow members
of the City Council, serves as the ceremonial leader of the city and as the presiding officer of the
bi-weekly City Council meetings.
The County. Riverside County, California (the "County") is the 4th -most populous county
in California and the 11th -most populous in the United States. The County name was taken from
the city of Riverside, which is the county seat.
Roughly rectangle -shaped, Riverside County covers 7,208 square miles (18,670 km2) in
Southern California, spanning from the Greater Los Angeles area to the Arizona border.
Geographically, the county is mostly desert in the central and eastern portions of the county and
is a Mediterranean climate in the western portion of the county. Most of Joshua Tree National
Park is located in the county.
The resort cities of Palm Springs, Palm Desert, Indian Wells, La Quinta, Rancho Mirage,
and Desert Hot Springs are all located in the Coachella Valley region of Riverside County. Large
numbers of Los Angeles area workers have moved to the county to take advantage of its
relatively affordable housing. Alongside neighboring San Bernardino County, it was one of the
fastest growing regions in the state prior to the recent changes in the regional economy. In
addition, smaller, but significant, numbers of people have been moving into Southwest Riverside
County from the San Diego -Tijuana metropolitan area.
A-1
Population
The following table contains the population of the City, the County and the State of
California for the last five years.
CITY OF TEMECULA, RIVERSIDE COUNTY
AND STATE OF CALIFORNIA
Population Data
City of Riverside State of
Year Temecula County California
2012 103,133 2,239,71 37,881,357
5
2013 104,145 2,266,54 38,239,207
9
2014 105,368 2,291,09 38,567,459
3
2015 107,794 2,317,92 38,907,642
4
2016 109,064 2,347,82 39,255,883
8
Source: California Department of Finance E-4 Population Estimates for Cities, Counties and State, 2012-2016 with 2010
Benchmark.
Employment
The County is part of the Riverside -San Bernardino -Ontario MSA, which covers the City
and Riverside and San Bernardino Counties. The following table summarizes the historical
numbers of workers by industry in the Riverside -San Bernardino -Ontario MSA for the last five
years:
RIVERSIDE -SAN BERNARDINO-ONTARIO MSA
(RIVERSIDE AND SAN BERNARDINO COUNTIES)
A-2
Labor Force and Industry Employment
Annual Averages by Industry
2011 2012 2013 2014 2015(1)
Total, All Industries 1,169,400 1,200,200 1,247,800 1,303,700 1,362,400
Total Farm 14,900 15,000 14,500 14,400 15,100
Mining, Logging, and Construction 60,100 63,800 71,200 78,900 86,600
Manufacturing 85,100 86,700 87,300 91,300 95,600
Wholesale Trade 49,200 52,200 56,400 58,900 61,700
Retail Trade 158,500 162,400 164,800 169,400 173,500
Transportation, Warehousing & Utilities 67,900 73,000 78,400 86,600 97,300
Information 12,200 11,700 11,500 11,300 11,300
Financial Activities 39,500 40,200 41,300 42,300 43,200
Professional & Business Services 126,000 127,500 132,400 139,300 144,400
Educational & Health Services 165,400 173,600 187,600 194,800 205,000
Leisure & Hospitality 124,000 129,400 135,900 144,800 151,500
Other Services 39,100 40,100 41,100 43,000 44,000
Government 227,500 224,600 225,200 228,800 233,400
Source: California Employment Development Department, based on March 2015 benchmark.
Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households, and
persons involved in labor/management trade disputes. Employment reported by place of work. Items may not add to totals due to
independent rounding.
(1) Last available full year data.
A-3
The following tables summarize historical employment and unemployment for the
County, the State of California and the United States:
Year
2011
RIVERSIDE COUNTY, CALIFORNIA, and UNITED STATES
Civilian Labor Force, Employment, and Unemployment
(Annual Averages)
2011-2015
Unemployment
Area Labor Force Employment Unemployment Rate (1)
Riverside County 978,500 849,600 128,900 13.2%
California 18,419,500 16,260,100 2,159,400 11.7
United States 153,617,000 139,869,000 13,747,000 8.9
2012 Riverside County 988,600 873,600 115,100 11.6
California 18,554,800 16,630,100 1,924,700 10.4
United States 154,975,000 142,469,000 12,506,000 8.1
2013 Riverside County 998,800 899,900 98,900 9.9
California 18,671,600 17,002,900 1,668,700 8.9
United States 155,389,000 143,929,000 11,460,000 7.4
2014 Riverside County 1,017,000 933,800 83,200 8.2
California 18,811,400 17,397,100 1,414,300 7.5
United States 155,922,000 146,305,000 9,617,000 6.2
2015(2) Riverside County 1,035,200 965,500 69,600 6.7
California 18,981,800 17,798,600 1,183,200 6.2
United States 157,130,000 148,834,000 146,411,000 5.3
Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2011-2015,
and US Department of Labor.
(1) The unemployment rate is computed from unrounded data, therefore, it may differ from rates computed from rounded figures
available in this table.
(2) Latest available full -year data.
A-4
Major Employers
The table below sets forth the ten principal employers of the County in 2015.
RIVERSIDE COUNTY
2015 Major Employers
Employer Name
County of Riverside
March Air Reserve Base
Starter Brothers Market
Wal-Mart
University of California Riverside
Kaiser Permanente
Corona -Norco Unified School District
Temecula Valley Unified School District
Riverside Unified School District
Hemet Unified School District
Total Top 10
Number
of Employees
20,684
8,500
6,900
6,550
5,768
5,300
4,932
4,000
3,871
3,400
69,905
Source: Riverside County CAFR for the Fiscal Year Ended June 30, 2015.
Construction Activity
% of Total
County
Employment
2.17%
.89
.72
.69
.60
.56
.52
.42
.41
.36
7.32
The following table reflects the five-year history of building permit valuation for the City
and the County:
CITY OF TEMECULA
Building Permits and Valuation
(Dollars in Thousands)
Permit Valuation:
New Single-family
New Multi -family
Res. Alterations/Additions
Total Residential
Total Nonresidential
Total All Building
New Dwelling Units:
Single Family
Multiple Family
Total
2011 2012 2013 2014 2015
54,753 58,645 62,540 54,295 34,493
878 5,901 27,523 38,445 4,527
6,949 4,254 5,638 6,346 5,936
62,581 68,802 95,702 99,087 44,957
15,777 36,241 117,203 34,094 18,206
78,359 105,043 212,906 133,182 63,163
280
8
288
329
70
399
316
348
664
Source: Construction Industry Research Board: "Building Permit Summary."
Note: Totals may not add due to independent rounding.
A-5
234
596
830
135
38
173
Permit Valuation:
New Single-family
New Multi -family
Res. Alterations/Additions
Total Residential
Total Nonresidential
Total All Building
New Dwelling Units:
Single Family
Multiple Family
Total
RIVERSIDE COUNTY
Building Permits and Valuation
(Dollars in Thousands)
2011 2012 2013 2014 2015
647,070
113,170
188,468
878,710
490,647
1,369,357
2,659
1,061
904,156
87,878
87,370
1,079,405
657,595
1,737,000
1,138,738
138,636
98,219
1,375,593
2,249,570
3,625,163
3,720 4,716
909 1,427
1,296,552 1,313,084
178,116 110,458
147,081 113,199
1,621,750 1,536,742
814,990 911,464
2,436,740 2,448,207
5,007 5,007
1,931 1,189
3,720 4,629 6,143 6,938 6,196
Source: Construction Industry Research Board: "Building Permit Summary."
Note: Totals may not add due to independent rounding.
Commercial Activity
Taxable sales in the City and County for the five most recent years are shown below.
Beginning in 2009, reports summarize taxable sales and permits using the NAICS codes. As a
result of the coding change, however, industry -level data for 2009 are not comparable to that of
prior years.
CITY OF TEMECULA
Taxable Sales
(Dollars in Thousands)
Retail and Food Services
Motor Vehicles and Parts Dealers
Home Furnishings and Appliance Stores
Bldg. Matrl. and Garden Equip. and Supplies
Food and Beverage Stores
Gasoline Stations
Clothing and Clothing Accessories Stores
General Merchandise Stores
Food Services and Drinking Places
Other Retail Group
Total Retail and Food Services
All Other Outlets
Total All Outlets
2010 2011 2012 2013 2014(1)
322,715 385,044 478,293 523,274 603,886
67,526 72,180 73,234 77,797 79,181
99,657 105,793 106,644 125,463 132,779
71,194 74,169 76,374 82,678 86,550
196,542 243,563 250,453 236,279 227,615
119,186 133,350 155,124 161,228 168,656
362,572 378,732 388,833 396,128 404,409
237,997 249,781 261,777 274,558 294,229
149,402 156,640 170,559 179,521 198,891
1,626,792 1,799,253 1,961,289 2,056,926 2,196,194
553,511 565,543 574,091 553,361 575,435
2,180,304 2,364,795 2,535,380 2,610,286 2,771,629
Source: California Board of Equalization, Taxable Sales in California (Sales & Use Tax).
Note: Totals may not add up due to independent rounding.
(1) Last available full year data.
A-6
RIVERSIDE COUNTY
Taxable Sales
(Dollars in Thousands)
2010 2011 2012 2013 2014(1)
Retail and Food Services
Motor Vehicles and Parts Dealers 2,620,568 3,010,487 3,493,098 3,965,201 4,417,943
Furniture and Home Furnishings Stores 412,325 436,482 441,649 486,061 520,393
Electronics and Appliance Stores 470,784 478,406 488,419 510,423 510,061
Bldg Mtrl. and Garden Equip. and Supplies 1,232,145 1,303,073 1,364,513 1,535,178 1,706,183
Food and Beverage Stores 1,267,758 1,304,731 1,356,148 1,421,590 1,509,403
Health and Personal Care Stores 400,207 454,268 490,238 523,724 544,958
Gasoline Stations 2,685,840 3,300,785 3,516,040 3,456,322 3,426,830
Clothing and Clothing Accessories Stores 1,391,174 1,505,821 1,672,482 1,771,603 1,989,623
Sporting Goods, Hobby, Book and Music 428,121 454,971 467,536 499,366 519,188
Stores
General Merchandise Stores 2,947,905 3,051,709 3,174,022 3,298,920 3,289,057
Miscellaneous Store Retailers 652,273 700,338 742,118 758,664 809,032
Nonstore Retailers 92,916 101,876 142,081 243,334 309,809
Food Services and Drinking Places 2,317,486 2,473,339 2,668,324 2,836,388 3,093,862
Total Retail and Food Services 16,919,500 18,576,285 20,016,668 21,306,774 22,646,343
All Other Outlets 6,233,280 7,065,212 8,079,341 8,758,693 9,389,345
Totals All Outlets 23,152,780 25,641,497 28,096,009 30,065,467 32,035,687
Source: California Board of Equalization, Taxable Sales in California (Sales & Use Tax).
Note: Totals may not add up due to independent rounding.
(1) Last available full year data.
A-7
Personal Income
The following table sets forth the yearly total effective buying income and the median
household effective buying income for the City, the County and the State for the prior five years:
Year
2011
CITY OF TEMECULA, RIVERSIDE COUNTY
AND STATE OF CALIFORNIA
Effective Buying Income
Total Effective
Buying Income
Area (000's Omitted)
City of Temecula
Riverside County 39,981,683
California 814,578,457
United States 6,438,704,663
2012 City of Temecula
Riverside County
California
United States
2013 City of Temecula
Riverside County
California
United States
2014 City of Temecula
Riverside County
California
United States
2015 City of Temecula
Riverside County
California
United States
Source: Nielsen Claritas, Inc.
2,222,443
40,157,310
864,088,827
6,737,867,730
2,170,910
40,293,518
858,676,636
6,982,757,379
2,336,785
41,199,300
901,189,699
7,357,153,421
2,608,500
45,407,058
981,231,666
7,757,960,399
A-8
Median Household
Effective
Buying Income
44,116
47,062
41,253
56,305
43,860
47,307
41,358
55,508
44,784
48,340
43,715
60,496
45,576
50,072
45,448
66,028
48,674
53,589
46,738
APPENDIX B
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax shall be levied and collected on all Taxable Property located within the
boundaries of the Temecula Public Financing Authority Community Facilities District No. 03-1
(Crowne Hill) ("CFD"). The amount of Special Tax to be levied in each Fiscal Year,
commencing in Fiscal Year 2003-04 on a Parcel shall be determined by the Board of Directors
of the Temecula Public Financing Authority or its designee, acting in its capacity as the
legislative body of the CFD by applying the appropriate Special Tax as set forth in Sections B.,
C., and D., below. All of the real property within the CFD, unless exempted by law or by the
provisions in Section E., shall be taxed for the purposes, to the extent and in the manner herein
provided.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre or Acreage" means the land area of a Parcel as shown on an Assessor's Parcel
Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the
applicable final map, parcel map, condominium plan, or other similar recorded County
instrument.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being
Chapter 2.5, Part 1 of Division 2 of Title 5 of the California Government Code of the State of
California.
"Administrative Expenses" the actual or reasonably estimated costs directly related to
the administration of the CFD, including but not limited to: the costs of computing the Special
Taxes and of preparing the annual Special Tax collection schedules (whether by the CFD
Administrator or designee thereof or both); the costs of collecting the Special Taxes (whether by
the Authority, County, City, or otherwise); the costs of remitting the Special Taxes to the trustee
for any Bonds; the costs of commencing and pursuing to completion any foreclosure action
arising from delinquent Special Taxes; the costs of the trustee (including its legal counsel) in the
discharge of the duties required of it under any Indenture; the costs of the Authority, City or
designee in complying with arbitrage rebate and disclosure requirements of applicable federal
and State securities laws, the Act and the California Government Code, including property
owner inquiries regarding the Special Taxes; the costs associated with the release of funds from
any escrow account; the costs of the Authority, City or designee related to an appeal of the
Special Tax; and an allocable share of the salaries of the City staff and City overhead expense
directly relating to the foregoing. Administrative Expenses shall also include amounts advanced
by the City or the Authority for any administrative purposes of the CFD.
"Approved Property" means for 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.
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"Assessor's Parcel Map" means an official map of the County designating parcels by a
parcel number.
"Assigned Special Tax" means the Special Tax for each Land Use Category of
Developed Property, as determined in accordance with Section C.1.a., below.
"Authority" means the Temecula Public Financing Authority.
"Backup Special Tax" means the Special Tax amount set forth in Section C.1.b. below.
"Board of Directors" means the Board of Directors of the Authority, acting as the
legislative body of the CFD.
"Bonds" means any bonds or other indebtedness (as defined in the Act) issued by the
CFD and secured by the levy of Special Taxes.
"CFD" means Community Facilities District No. 03-1 (Crowne Hill) of the Authority
established pursuant to the Act.
"CFD Administrator" means the Finance Director of the City, or designee thereof,
responsible for determining the Special Tax Requirement and various other amounts described
herein and for providing for the levy and collection of the Special Taxes.
"City" means the City of Temecula.
"County" means the County of Riverside.
"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 Section E., below: (i) that are
included in a Final Map that was recorded prior to 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.
"Exempt Property" means any Parcel, which is exempt from Special Taxes pursuant to
Section E., below.
"Final Map" means a subdivision of property evidenced by the recordation of a final map,
parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government
Code Section 66410 et seq.) or the recordation of a condominium plan pursuant to California
Civil Code 1352 that creates individual lots for which building permits may be issued without
further subdivision.
"Fiscal Year" means the period starting on July 1st and ending on the following June
30th
"Indenture" means the indenture, trust agreement, fiscal agent agreement, resolution or
other instrument pursuant to which Bonds are issued, as modified, amended and/or
supplemented from time to time, and any instrument replacing or supplementing the same.
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"Land Use Category" means any of the categories listed in Tables 1 and 2.
"Maximum Special Tax" means the Maximum Special Tax, determined in accordance
with Section C, which can be levied in any Fiscal Year on any Parcel.
"Multifamily Residential Property" means any Parcel of Residential Property that consists
of a building or buildings comprised of attached residential units available for rental but not
purchase, by the general public and under common management.
"Non -Residential Property" means all Parcels of Developed Property for which a building
permit was issued for any type of non-residential use.
"Parcel(s)" means a lot or parcel shown on an Assessor's Parcel Map with an assigned
parcel number as of January 1st preceding the Fiscal Year for which the Special Tax is being
levied.
"Property Owner's Association Property" means any property within the boundary of the
CFD, which, as of January 1st of the preceding Fiscal Year for which the Special Tax is being
levied has been conveyed, dedicated to, or irrevocably dedicated to a property owner
association, including any master or sub -association.
"Proportionately" means for Developed Property that the ratio of the actual Special Tax
levy to the Assigned Special Tax or Backup Special Tax is the same for all Parcels of
Developed Property and for Undeveloped Property, Public Property and/or Property Owners
Association Property that is not Exempt Property pursuant to Section E., for each applicable
Zone, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per
Acre is the same for all such Parcels within each applicable Zone.
"Public Property" means any property within the boundary of the CFD 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.
"Residential Floor Area" means all of the square footage within the perimeter of a
residential structure, not including any carport, walkway, garage, overhang, patio, enclosed
patio, or similar area. The determination of Residential Floor Area shall be made by the CFD
Administrator with reference to the building permit(s) issued for such Assessor's Parcel or other
appropriate means selected by the CFD Administrator. Once such determination has been
made for a parcel, it shall remain fixed in all future Fiscal Years.
"Residential Property" means all Parcels of Developed Property for which a building
permit has been issued for purposes of constructing one or more residential dwelling units.
"Special Tax(es)" means the special tax to be levied in each Fiscal Year on each Parcel
of Taxable Property.
"Special Tax Requirement" means that amount required in any Fiscal Year to pay: (i)
annual debt service on all outstanding Bonds due in the calendar year which commences in
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such Fiscal Year; (ii) periodic costs 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 (v)
any amounts 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 Indenture.
"Taxable Property" means all Parcels in the CFD which have not prepaid pursuant to
Section H, or are not exempt from the Special Tax pursuant to law or Section E., below.
"Undeveloped Property" means all Taxable Property not classified as Developed
Property, Approved Property, Public Property and/or Property Owner's Association Property that
is not Exempt Property pursuant to the provisions of Section E.
"Zone(s)" means Zone 1 or Zone 2 as geographically identified on the boundary map of
the CFD, attached as Exhibit 1.
"Zone 1" means the specific area identified on the boundary map attached as Exhibit 1
as Zone 1 of the CFD.
"Zone 2" means the specific area identified on the boundary map attached as Exhibit 1
as Zone 2 of the CFD.
B. ASSIGNMENT TO LAND USE CATEGORY
Each Fiscal Year, commencing with the 2003-2004 Fiscal Year, all Parcels of Taxable
Property within the CFD of each applicable 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 pursuant to the provisions in Section E., and
shall be subject to the levy of Special Taxes in accordance with this Rate and Method of
Apportionment as determined pursuant to Sections C., and D., below.
Parcels of Developed Property shall further be classified as Residential Property or Non -
Residential Property. A Parcel of Residential Property shall further be classified to its
appropriate Land Use Category based on the Residential Floor Area of such Parcel unless it
qualifies as Multifamily Residential Property, for which the Assigned Special Tax shall be based
on the number of dwelling units.
C. MAXIMUM SPECIAL TAX RATE
1. Developed Property
The Maximum Special Tax for each Parcel of Residential Property within its applicable
Zone shall be the greater of: (i) the applicable Assigned Special Tax described in Tables 1 or 2,
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 Tables 1 or 2.
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a. Assigned Special Tax
The Assigned Special Tax for each Parcel of Developed Property is
shown in Tables 1 or 2.
TABLE 1
Assigned Special Taxes for Developed Property within Zone 1
Land Use Category
Taxable
Unit
Residential Floor Area
Assigned
Special Tax
Per Taxable
Unit
A - Residential Property
D/U
4,300 or more sq. ft.
$5,136
B - Residential Property
D/U
3,700 or more, but less than 4,300 sq. ft.
$2,457
C - Residential Property
D/U
3,200 or more, but less than 3,700 sq. ft.
$2,258
D - Residential Property
D/U
2,900 or more, but less than 3,200 sq. ft.
$1,754
E - Residential Property
D/U
2,600 or more, but less than 2,900 sq. ft.
$1,594
F - Residential Property
D/U
2,300 or more, but less than 2,600 sq. ft.
$1,442
G - Residential Property
D/U
2,000 or more, but less than 2,300 sq. ft.
$1,427
H - Residential Property
D/U
Less than 2,000 sq. ft.
$1,363
I - Multifamily Residential Property
Unit
N/A
$308
J - Non -Residential Property
Acre
N/A
$5,547
TABLE 2
Assigned Special Taxes for Developed Property within Zone 2
Land Use Category
Taxable
Unit
Residential Floor Area
Assigned
Special Tax
Per Taxable
Unit
A - Residential Property
D/U
3,300 or more sq. ft.
$1,927
B - Residential Property
D/U
2,800 or more, but less than 3,300 sq. ft.
$1,824
C - Residential Property
D/U
2,500 or more, but less than 2,800 sq. ft.
$1,539
D - Residential Property
D/U
2,300 or more, but less than 2,500 sq. ft.
$1,504
E - Residential Property
D/U
2,100 or more, but less than 2,300 sq. ft.
$1,436
F- Residential Property
D/U
Less than 2,100 sq. ft.
$1,316
G - Multifamily Residential Property
Unit
N/A
$473
H - Non -Residential Property
Acre
N/A
$8,519
b. Backup Special Tax
Article I. Zone 1
The Backup Special Tax shall be $5,547 per Acre for Parcels of
Residential Property.
Article 11. Zone 2
The Backup Special Tax shall be $8,519 per Acre for Parcels of
Residential Property.
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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.
2. Approved Property
The Maximum Special Tax for each Parcel of Approved Property within Zone 1 shall be
$5,547 per Acre and the Maximum Special Tax for each Parcel of Approved Property within
Zone 2 shall be $8,519 per Acre.
3. Undeveloped Property
The Maximum Special Tax for each Parcel of Undeveloped Property within Zone 1 shall
be $5,547 per Acre and the Maximum Special Tax for each Parcel of Undeveloped Property
within Zone 2 shall be $8,519 per Acre.
4. Public Property and/or Property Owner's Association Property that is not
Exempt Property pursuant to the provisions of Section E.
The Maximum Special Tax for each Parcel of Public Property and/or Property Owner's
Association Property that is not Exempt Property pursuant to the provisions of Section E., within
Zone 1 shall be $5,547 per Acre and the Maximum Special Tax for each Parcel of Public
Property and/or Property Owner's Association Property that is not Exempt Property pursuant to
the provisions of Section E., within Zone 2 shall be $8,519 per Acre.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2003-2004 and for each following Fiscal Year, the Board
of Directors shall levy the Special Tax on all Taxable Property until the amount of Special Taxes
equals the Special Tax 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 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 by 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;
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Fifth: If additional moneys are needed to satisfy the Special Tax Requirement after the
first four steps have been completed, the Special Tax shall be levied Proportionately on each
Parcel of Public Property and/or Property Owner's Association Property that is not Exempt
Property pursuant to the provisions of Section E., at up to 100% of the Maximum Special Tax.
Notwithstanding the above, 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 CFD.
E. EXEMPTIONS
1. Zone 1
Special Taxes shall not be levied on up to 93.41 Acres of Public Property and/or
Property Owner's Association Property within Zone 1 of the CFD. The CFD 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 CFD 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 Section H., prior to the transfer or dedication of such
property. Until the Maximum Special Tax obligation is prepaid as provided for in the preceding
sentence, the Public Property and/or Property Owner's Association Property within the CFD
shall be subject to the levy of the Special Tax as provided for in the fifth step in Section D.
2. Zone 2
Special Taxes shall not be levied on up to 30.43 Acres of Public Property and/or
Property Owner's Association Property within Zone 2 of the CFD. The CFD 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 CFD 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 Section H., prior to the transfer or dedication of such
property. Until the Maximum Special Tax obligation is prepaid as provided for in the preceding
sentence, the Public Property and/or Property Owner's Association Property within the CFD
shall be subject to the levy of the Special Tax as provided for in the fifth step in Section D.
F. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary
ad valorem property taxes and shall be subject to the same penalties, the same procedure, sale
and lien priority in the case of delinquency; provided, however, that the CFD Administrator may
directly bill the Special Tax, may collect Special Taxes at a different time or in a different
manner if necessary to meet its financial obligations, and may covenant to foreclose and may
actually foreclose on Parcels having delinquent Special Taxes as permitted by the Act if
necessary to meet the financial obligations of the CFD.
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G. REVIEW AND APPEAL
Any taxpayer may file a written appeal of the Special Tax levied on his/her property with
the CFD Administrator, provided that the appellant is current in his/her payments of Special
Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on
or before the payment date established when the levy was made. The appeal must specify the
reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall
review the appeal, meet with the appellant if the CFD Administrator deems necessary, and
advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the
CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the
appellant's property. No refunds of previously paid Special Taxes shall be made.
H. PREPAYMENT OF SPECIAL TAX
The following definitions apply to this Section H:
"CFD Public Facilities" means $16,500,000 expressed in 2002 dollars, which shall
increase by the Construction Inflation Index on July 1, 2003, and on each July 1 thereafter, or
such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide
the public facilities under the authorized bonding program of the CFD, or (ii) shall be determined
by the Board of Directors concurrently with a covenant that it will not issue any more Bonds to
be supported by Special Taxes levied under this Rate and Method of Apportionment.
"Construction Fund" means an account specifically identified in the Indenture to hold
funds that are currently available for expenditure to acquire or construct public facilities eligible
under the Act.
"Construction Inflation Index" means the annual percentage change in the Engineering
News -Record Building Cost Index for the City of Los Angeles, measured as of the calendar
year, which ends in the previous Fiscal Year. In the event this index ceases to be published,
the Construction Inflation Index shall be another index as determined by the CFD Administrator
that is reasonably comparable to the Engineering New -Record Building Cost Index for the City
of Los Angeles.
"Future Facilities Costs" means the CFD Public Facilities minus public facility costs
available to be funded through existing construction escrow accounts or funded by the Bonds,
and minus public facility costs funded by interest earnings on the Construction Fund actually
earned prior to the date of prepayment.
"Outstanding Bonds" means all previously issued Bonds secured by the levy of Special
Taxes, which will remain outstanding after the first interest and/or principal payment date
following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the
proceeds of prior prepayments of Maximum Special Taxes.
1. Prepayment in Full
The Maximum Special Tax obligation may only be prepaid and permanently satisfied by
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
pursuant to Section E. The Maximum Special Tax obligation applicable to such Parcel may be
fully prepaid and the obligation of the Parcel to pay the Special Tax permanently satisfied as
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described herein; 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. An owner of a Parcel
intending to prepay the Maximum Special Tax obligation shall provide the CFD Administrator
with written notice of intent to prepay, and within 10 business days of receipt of such notice, the
CFD Administrator shall notify such owner of the amount of the non-refundable deposit
determined to cover the cost to be incurred by the CFD in calculating the proper prepayment
amount. Within 5 business days of receipt of such non-refundable deposit, the CFD
Administrator shall notify such owner of the Prepayment Amount of such Parcel. Prepayment
must be made not less than 60 days prior to any redemption date for any Bonds to be
redeemed with the proceeds of such prepaid Special Taxes.
The Prepayment Amount (defined below) shall be calculated as summarized below
(capitalized terms as defined below):
Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Total: equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defined below) shall
be calculated as follows:
Paragraph No.:
1. For Parcels of Developed Property, compute the Maximum Special Tax
for the Parcel to be prepaid. For Parcels of Approved Property to be prepaid, compute
the Maximum Special Tax for that Parcel as though it was already designated as
Developed Property, based upon the building permit, which has already been issued for
that Parcel. For Parcels of Public Property and/or Property Owner's Association
Property to be prepaid, compute the Maximum Special Tax for that Parcel.
2. Divide the Maximum Special Tax computed pursuant to paragraph 1 by
the total estimated Maximum Special Taxes based on the Developed Property Special
Tax which could be charged on all expected development, less any Parcels which have
been prepaid.
3. Multiply the quotient computed pursuant to paragraph 2 by the
Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and
prepaid (the "Bond Redemption Amount").
4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3
by the applicable redemption premium, if any, on the Outstanding Bonds to be
redeemed on the next applicable redemption date (the "Redemption Premium").
5. Compute the Future Facilities Costs.
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6. Multiply the quotient computed pursuant to paragraph 2 by the amount
determined pursuant to paragraph 5 to compute the amount of Future Facilities Costs to
be prepaid (the "Future Facilities Amount")
7. Compute the amount needed to pay interest on the Bond Redemption
Amount from the first bond interest and/or principal payment date following the current
Fiscal Year until the earliest redemption date for the Outstanding Bonds.
8. Determine the Special Taxes levied on the Parcel in the current Fiscal
Year which have not yet been paid.
9. Compute the amount the CFD Administrator reasonably expects to derive
from the reinvestment of the Bond Redemption Amount less the Future Facilities Amount
from the date of prepayment until the redemption date for the Outstanding Bonds to be
redeemed with the prepayment.
10. Add the amounts computed pursuant to paragraphs 7 and 8 and subtract
the amount computed pursuant to paragraph 9 (the "Defeasance Amount").
11. Verify the administrative fees and expenses, including the costs of
computation of the prepayment, the costs to invest the prepayment proceeds, the costs
of redeeming the Outstanding Bonds, and the costs of recording any notices to evidence
the prepayment and the redemption (the "Administrative Fees and Expenses").
12. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser
of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if
any, associated with the redemption of Outstanding Bonds as a result of the
prepayment, or (b) the amount derived by subtracting the new reserve requirement (as
defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result
of the prepayment from the balance in the reserve fund on the prepayment date, but in
no event shall such amount be less than zero.
13. The Maximum Special Tax prepayment is equal to the sum of the
amounts computed pursuant to paragraphs 3, 4, 6, 10 and 11, less the amount
computed pursuant to paragraph 12 (the "Prepayment Amount").
14. From the Prepayment Amount, the amounts computed pursuant to
paragraphs 3, 4, 10 and 12 shall be deposited into the appropriate fund as established
under the Indenture and be used to retire Outstanding Bonds or make debt service
payments. The amount computed pursuant to paragraph 6 shall be deposited into the
Construction Fund. The amount computed pursuant to paragraph 11 shall be retained
by the CFD.
The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of
Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained
in the appropriate fund established under the Indenture to be used with the next prepayment of
Bonds or to make debt service payments.
As a result of the payment of the current Fiscal Year's Special Tax levy as determined
under paragraph 8 (above), the CFD Administrator shall remove the current Fiscal Year's
Special Tax levy for such Parcel from the County tax rolls. With respect to any Parcel that is
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prepaid, the Board of Directors shall cause a suitable notice to be recorded in compliance with
the Act, to indicate the prepayment of Special Taxes and the release of the Special Tax lien on
such Parcel, and the obligation of such Parcel to pay the Special Tax shall cease.
Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the
amount of Maximum Special Taxes that may be levied on Taxable Property after the proposed
prepayment is at least 1.10 times the maximum annual debt service on all Outstanding Bonds.
2. Prepayment in Part
The Maximum Special Tax on a Parcel of Developed Property or a Parcel of Approved
Property for which a building permit has been issued may be partially prepaid in increments of
$5,000. The amount of the prepayment shall be calculated as in Section H.1., except that a
partial prepayment shall be calculated according to the following formula:
PP = ((PE —A)x F)+A
These terms have the following meaning:
PP = the partial prepayment
PE = the Prepayment Amount calculated according to Section H.1
F = the percent by which the owner of the Parcel(s) is partially prepaying the
Maximum Special Tax.
A = the Administrative Fees and Expenses calculated according to Section H.1
An owner of a Parcel intending to partially prepay the Maximum Special Tax shall notify
the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax,
(ii) the percentage by which the Maximum Special Tax shall be prepaid, and (iii) the company or
agency that will be acting as the escrow agent, if applicable, and within 10 business days of
receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non-
refundable deposit determined to cover the cost to be incurred by the CFD in calculating the
proper amount of a partial prepayment. Within 5 business days of receipt of such non-
refundable deposit, the CFD Administrator shall notify such owner of the partial Prepayment
Amount of such Parcel. Partial prepayment must be made not less than 60 days prior to any
redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special
Taxes.
With respect to any Parcel that is partially prepaid, the CFD Administrator shall (i)
distribute the funds remitted to it according to Paragraph 14 of Section H.1., and (ii) indicate in
the records of the CFD that there has been a partial prepayment of the Maximum Special Tax
and that a portion of the Maximum Special Tax equal to the outstanding percentage (1.00 - F) of
the remaining Maximum Special Tax shall continue to be authorized to be levied on such Parcel
pursuant to Section D.
I. TERM OF THE SPECIAL TAX
For each year that any Bonds are outstanding the Special Tax shall be levied on all
Parcels subject to the Special Tax. If any delinquent Special Taxes remain uncollected prior to
or after all Bonds are retired, the Special Tax may be levied to the extent necessary to
reimburse the CFD for uncollected Special Taxes associated with the levy of such Special
Taxes, but not later than the 2043-2044 Fiscal Year.
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EXHIBIT 1
I HEREBY CERTIFY THAT THE WITHIN MAP
SHOWING BOUNDARIES OF THE TEMECULA
PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO 011 (CROWNS 3I12.1.
CALIFORNIA.COUNTY OF RIVERSIDE. STATE OF
WAS APPROVED BY THE BOARD
TEMECULAOF DIRECTORS OF THE IC
FINANCING AUTHORITY AT AREGULAR
SCHEDULED
DAY OFMEETING THEREOF, HELD 2003 BY
NS RESOL UTION NO.
SECRETARY
FRED N THE OFFICE OF THE SECRETARY OF THE
E FINANCING AUTHORITY,
THISDAY OF 2003
SECRETARY
rt,
VICINITY FAP
PROPOSED BOUNDARY MAP OF
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
SHEET 1 OF 1 SHEETS
FILED THIS _DAY OF 3403
AT THE HOUR OF_ O'CLOCK M., IN
BOOK OF MARS OF ASSESSMENT
MID COMMUNITY FACILITIES DISTRICT,
PAGE AND AS INSTRUMENT
N0 IN THE
OFFICE OF THE COUNTY RECORDER IN THE
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
COUNTY RECORDER, COUNTY OF RIVERSIDE
1FGEOIQ
BOUNDARY
ZONE I
= (TRACT 23143-1,-6.-6
-10,-11,-F, TRACT 26941)
ZONE II
(TRACT 23143-7,-9)
NOT TO SCALE
BERT A
WEBB
ASSOCIATES
W.O. 01-0141"INL.4.0 ,..,,LIAHT
B-12
APPENDIX C
SUMMARY OF THE FISCAL AGENT AGREEMENT
The following is a summary of certain provisions of the Fiscal Agent Agreement not
otherwise described in the text of this Official Statement. This summary does not purport to be
comprehensive or definitive and is subject to the complete terms and provisions of the Fiscal
Agent Agreement, to which reference is hereby made.
[to come]
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APPENDIX D
FORM OF OPINION OF BOND COUNSEL
December _, 2016
Board of Directors
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
OPINION: $ Temecula Public Financing Authority Community Facilities
District 03-1 (Crowne Hill) Special Tax Refunding Bonds, Series 2016
Members of the Board of Directors:
We have acted as bond counsel in connection with the issuance by the Temecula Public
Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crowne Hill) (the "District"), of its $
Temecula Public Financing Authority Community Facilities District 03-1 (Crowne Hill) Special
Tax Refunding Bonds, Series 2016 (the "Bonds") pursuant to the Mello -Roos Community
Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code)
(the "Act"), Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government
Code, a Fiscal Agent Agreement, dated as of July 1, 2003 (the "Original 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"), as amended and supplemented by a
First Supplemental Fiscal Agent Agreement, dated as of August 1, 2005 (the "First
Supplement"), by a Second Supplemental Fiscal Agent Agreement, dated as of August 1, 2012
(the "Second Supplement"), and by a Third Supplemental Fiscal Agent Agreement, dated as of
December 1, 2016 (the "Third Supplement"), each by and between the Authority, for and on
behalf of the District, and the Fiscal Agent, and Resolution No. TPFA 16- adopted by the
Authority on October 25, 2016 (the "Resolution"). The Original Fiscal Agent Agreement, as
amended and supplemented by the First Supplement, by the Second Supplement and by the
Third Supplement is referred to in this opinion as the "Fiscal Agent Agreement."
In connection with this opinion, we have examined the law and such certified
proceedings and other documents as we deem necessary to render this opinion. As to
questions of fact material to our opinion, we have relied upon representations of the Authority
contained in the Resolution and in the Fiscal Agent Agreement, and in the certified proceedings
and certifications of public officials and others furnished to us, without undertaking to verify the
same by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The Authority is duly created and validly existing as a joint exercise of powers
authority, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and
perform the agreements on its part contained therein and issue the Bonds.
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Board of Directors
Temecula Public Financing Authority
December _, 2016
2. The Fiscal Agent Agreement has been duly entered into by the Authority and
constitutes a valid and binding obligation of the Authority enforceable upon the Authority.
3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds
pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with the pledge
thereof for the security of the Series 2012 Bonds and any other Parity Bonds that may be issued
under, and as such terms are defined in, the Fiscal Agent Agreement.
4. The Bonds have been duly authorized, executed and delivered by the Authority
and are valid and binding limited obligations of the Authority for the District, payable solely from
the sources provided therefor in the Fiscal Agent Agreement, on a parity with the Series 2012
Bonds and any Parity Bonds that may be issued under the Fiscal Agent Agreement.
5. Subject to the Authority's compliance with certain covenants, interest on the
Bonds (i) is excludable from gross income of the owners thereof for federal income tax
purposes, and (ii) is not included as an item of tax preference in computing the alternative
minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as
amended, but is taken into account in computing an adjustment used in determining the federal
alternative minimum tax for certain corporations. Failure by the Authority to comply with certain
of such covenants could cause interest on the Bonds to be includable in gross income for
federal income tax purposes retroactively to the date of issuance of the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by
the State of California.
Ownership of the Bonds may result in other tax consequences to certain taxpayers, and
we express no opinion regarding any such collateral consequences arising with respect to the
Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution
and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and
also may be subject to the exercise of judicial discretion in accordance with general principles of
equity.
In rendering this opinion, we have relied upon certifications of the Authority and others
with respect to certain material facts. Our opinion represents our legal judgment based upon
such review of the law and facts that we deem relevant to render our opinion and is not a
guarantee of a result. This opinion is given as of the date hereof and we assume no obligation
to revise or supplement this opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in law that may hereafter occur.
Respectfully submitted,
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APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated
as of December 1, 2016, is by and between ALBERT A. WEBB ASSOCIATES, as
dissemination agent (the "Dissemination Agent"), and the TEMECULA PUBLIC FINANCING
AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the
State of California (the "Authority").
RECITALS:
WHEREAS, the Authority has issued, for and on behalf of the Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill) (the "District"), its
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill),
Special Tax Refunding Bonds, Series 2016 (the "Series 2016 Bonds") in the initial principal
amount of $ ; and
WHEREAS, the Series 2016 Bonds have been issued pursuant to a Fiscal Agent
Agreement, dated as of July 1, 2003 (as amended and supplemented by a First Supplemental
Fiscal Agent Agreement, dated as of August 1, 2005, by a Second Supplemental Fiscal Agent
Agreement, dated as of August 1, 2012, and by a Third Supplemental Fiscal Agent Agreement,
dated as of December 1, 2016, the "Fiscal Agent Agreement"), by and between U.S. Bank
National Association, as fiscal agent (the "Fiscal Agent"), and the Authority, for and on behalf of
the District; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority
and the Dissemination Agent for the benefit of the owners and beneficial owners of the Series
2012 Bonds and in order to assist the underwriter of the Bonds in complying with S.E.C. Rule
15c2 -12(b)(5).
AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises and mutual covenants
herein contained, and for other consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Definitions. In addition to the definitions of capitalized terms set forth in
Sections 1.03 and 12.01 of the Fiscal Agent Agreement, which apply to any capitalized term
used in this Disclosure Agreement unless otherwise defined in this Section or in the Recitals
above, the following terms shall have the following meanings when used in this Disclosure
Agreement:
"Annual Report" means any Annual Report provided by the Authority pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Beneficial Owner" shall mean any person who (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series
2016 Bond (including persons holding any Series 2016 Bonds through nominees,
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depositories or other intermediaries), or (b) is treated as the owner of any Series 2016
Bond for federal income tax purposes.
"Disclosure Representative" means the Treasurer, or such person's designee, or
such other officer or employee of the Authority as the Authority shall designate as the
Disclosure Representative hereunder in writing to the Dissemination Agent from time to
time.
"Dissemination Agent' means Albert A. Webb Associates, acting in its capacity
as Dissemination Agent hereunder, or any successor Dissemination Agent designated in
writing by the Authority and which has filed with the Authority a written acceptance of
such designation.
"EMMA" or "Electronic Municipal Market Access" means the centralized on-line
repository for documents to be filed with the MSRB, such as official statements and
disclosure information relating to municipal bonds, notes and other securities as issued
by state and local governments.
"Listed Events" means any of the events listed in Section 5(a) or 5(b) of this
Disclosure Agreement.
"MSRB" means the Municipal Securities Rulemaking Board, which has been
designated by the Securities and Exchange Commission as the sole repository of
disclosure information for purposes of the Rule, or any other repository of disclosure
information which may be designated by the Securities and Exchange Commission as
such for purposes of the Rule in the future.
"Official Statement' means the Official Statement, dated November _, 2016,
relating to the Series 2016 Bonds.
"Participating Underwriter" means the original underwriter of the Series 2016
Bonds required to comply with the Rule in connection with offering of the Series 2016
Bonds.
"Rule" means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
from time to time.
Section 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Authority and the Dissemination Agent for the benefit of the
owners and Beneficial Owners of the Series 2016 Bonds and in order to assist the Participating
Underwriter in complying with the Rule.
Section 3. Provision of Annual Reports.
(a) Delivery of Annual Report. The Authority shall, or shall cause the Dissemination
Agent to, not later than the March 1 occurring after the end of each fiscal year of the Authority,
commencing with the report for the 2015-16 fiscal year, which is due not later than March 1,
2017, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB,
an Annual Report that is consistent with the requirements of Section 4 of this Disclosure
Agreement. The Annual Report may be submitted as a single document or as separate
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documents comprising a package and may cross-reference other information as provided in
Section 4 of this Disclosure Agreement; provided that any audited financial statements of the
Authority may be submitted separately from the balance of the Annual Report and later than the
date required above for the filing of the Annual Report if they are not available by that date.
(b) Change of Fiscal Year. If the Authority's fiscal year changes, it shall give notice of
such change in the same manner as for a Listed Event under Section 5(c), and subsequent
Annual Report filings shall be made no later than six months after the end of such new fiscal
year end.
(c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15)
Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b) of
this Section 3 for providing the Annual Report to EMMA), the Authority shall provide the Annual
Report to the Dissemination Agent (if other than the Authority). If by such date, the
Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent
shall notify the Authority.
(d) Report of Non -Compliance. If the Authority is the Dissemination Agent and is unable
to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b))
of this Section 3, the Authority shall send a notice to EMMA substantially in the form attached
hereto as Exhibit A. If the Authority is not the Dissemination Agent and is unable to provide an
Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section
3, the Dissemination Agent shall send a notice to EMMA in substantially the form attached
hereto as Exhibit A in a timely manner.
(e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination
Agent is other than the Authority, file a report with the Authority certifying that the Annual Report
has been filed with EMMA pursuant to Section 3 of this Disclosure Agreement, stating the date it
was so provided and filed.
Section 4. Content of Annual Reports. It is acknowledged that the Closing Date (as
defined in Section 12.01 of the Fiscal Agent Agreement) for the Series 2016 Bonds occurred
after the end of the 2015-2016 fiscal year of the Authority. In light of the foregoing, submission
of the Official Statement shall satisfy the Authority's obligation to file an Annual Report for fiscal
year 2015-2016.
The Annual Report for each fiscal year commencing with the Annual Report for the
2016-2017 fiscal year, shall contain or incorporate by reference the following:
(a) Financial Statements. Audited financial statements of the Authority for the
most recently completed fiscal year, prepared in accordance with generally accepted
accounting principles as promulgated to apply to governmental entities from time to time
by the Governmental Accounting Standards Board. If the Authority's audited financial
statements are not available by the time the Annual Report is required to be filed
pursuant to Section 3(a), the audited financial statements shall be filed in the same
manner as the Annual Report when they become available.
(b) Other Annual Information. The Annual Report for each fiscal year
commencing with fiscal year 2016-2017 shall also include the following information:
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(i) The principal amount of each series of the Bonds (including the Series
2012 Bonds, the Series 2016 Bonds and any future Parity Bonds) Outstanding as
of the September 30 next preceding the date of the Annual Report.
(ii) The balance in the Reserve Fund, and a statement of the Reserve
Requirement, as of the September 30 next preceding the date of the Annual
Report.
(iii) The total assessed value of all parcels within the District on which the
Special Taxes are levied, as shown on the assessment roll of the County
Assessor last equalized prior to the September 30 next preceding the date of the
Annual Report, and a statement of assessed value -to -lien ratios therefor, either
by individual parcel or by categories, in a table similar to Table 4 in the Official
Statement, but excluding in the determination of value -to -lien ratios land secured
debt not related to District obligations and general obligation bonded
indebtedness.
(iv) The Special Tax aggregate delinquency rate for all parcels within the
District on which the Special Taxes are levied, the aggregate number of parcels
within the District on which the Special Taxes are levied and which are
delinquent in payment of Special Taxes, and the percentage of the most recent
annual Special Tax levy that is delinquent, all as of the September 30 next
preceding the date of the Annual Report.
(v) The status of foreclosure proceedings for any parcels within the
District on which the Special Taxes are levied and a summary or the results of
any foreclosure sales, or other collection efforts with respect to delinquent
Special Taxes, as of the September 30 next preceding the date of the Annual
Report.
(vi) The most recent annual information required to be provided to the
California Debt and Investment Advisory Commission pursuant to Section
9.07(A) of the Fiscal Agent Agreement.
(c) Cross References. Any or all of the items listed above may be included by
specific reference to other documents, including official statements of debt issues of the
Authority or related public entities, which are available to the public on EMMA. The
Authority shall clearly identify each such other document so included by reference.
If the document included by reference is a final official statement, it must be
available from EMMA.
(d) Further Information. In addition to any of the information expressly required to
be provided under paragraph (b) of this Section 4, the Authority shall provide such
further information, if any, as may be necessary to make the specifically required
statements, in the light of the circumstances under which they are made, not misleading.
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Section 5. Reporting of Listed Events.
(a) Reportable Events. The Authority shall, or shall cause the Dissemination Agent (if not
the Authority) to, give notice of the occurrence of any of the following events with respect to the
Series 2016 Bonds:
(1) Principal and interest payment delinquencies.
(2) Unscheduled draws on debt service reserves reflecting financial
difficulties.
(3) Unscheduled draws on credit enhancements reflecting financial
difficulties.
(4) Substitution of credit or liquidity providers, or their failure to perform.
(5) Defeasances.
(6) Rating changes.
(7) Tender offers.
(8) Bankruptcy, insolvency, receivership or similar event of the obligated
person.
(9) 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.
Note: For the purposes of the event identified in subparagraph (8), the event is
considered to occur when any of the following occur: the appointment of a receiver,
trustee 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 governmental 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.
(b) Material Reportable Events. The Authority shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the Series 2016 Bonds, if material:
(1) Non-payment related defaults.
(2) Modifications to rights of security holders.
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(3) Bond calls.
(4) The release, substitution, or sale of property securing repayment of the
securities.
(5) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the 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.
(6) Appointment of a successor or additional trustee, or the change of name
of a trustee.
(c) Time to Disclose. The Authority shall, or shall cause the Dissemination Agent (if not
the Authority) to, file a notice of such occurrence with EMMA, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of 10 business days after the
occurrence of any Listed Event. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(5) and (b)(3) above need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under
the Fiscal Agent Agreement.
Section 6. Identifying Information for Filings with EMMA. All documents provided to
EMMA under this Disclosure Agreement shall be accompanied by identifying information as
prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The Authority's obligations under this
Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full
of all of the Series 2016 Bonds. If such termination occurs prior to the final maturity of the Series
2016 Bonds, the Authority shall give notice of such termination in the same manner as for a
Listed Event under Section 5(c).
Section 8. Dissemination Agent.
(a) Appointment of Dissemination Agent. The Authority may, from time to time, appoint
or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement and may discharge any such agent, with or without appointing a successor
Dissemination Agent. The initial Dissemination Agent shall be Albert A. Webb Associates.
If the Dissemination Agent is not the Authority, the Dissemination Agent shall not be
responsible in any manner for the content of any notice or report prepared by the Authority
pursuant to this Disclosure Agreement. It is understood and agreed that any information that the
Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it
by the Authority. The Dissemination Agent has undertaken no responsibility with respect to the
content of any reports, notices or disclosures provided to it under this Disclosure Agreement
and has no liability to any person, including any Series 2016 Bond owner, with respect to any
such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate
thereof may have any fiduciary or banking relationship with the Authority shall not be construed
to mean that the Dissemination Agent has actual knowledge of any event or condition, except
as may be provided by written notice from the Authority.
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(b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid
compensation by the Authority for its services provided hereunder as agreed to between the
Dissemination Agent and the Authority from time to time and all expenses, legal fees and
expenses and advances made or incurred by the Dissemination Agent in the performance of its
duties hereunder, with payment to be made from any lawful funds of the District. The
Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Authority,
the owners of the Series 2016 Bonds, the Beneficial Owners, or any other party. The
Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon
any written direction from the Authority or a written opinion of nationally recognized bond
counsel. The Dissemination Agent may at any time resign by giving written notice of such
resignation to the Authority. The Dissemination Agent shall not be liable hereunder except for its
negligence or willful misconduct.
(c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the
Dissemination Agent set forth in Sections 3(e) and 5, the Dissemination Agent shall be
obligated, and hereby agrees, to provide a request to the Authority to compile the information
required for its Annual Report at least 30 days prior to the date such information is to be
provided to the Dissemination Agent pursuant to subsection (c) of Section 3. The failure to
provide or receive any such request shall not affect the obligations of the Authority under
Section 3.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the Authority may amend this Disclosure Agreement (and the Dissemination Agent
shall agree to any amendment so requested by the Authority that does not impose any greater
duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure
Agreement may be waived, provided that all of the following conditions are satisfied:
(a) Change in Circumstances. If the amendment or waiver relates to the
provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a
change in circumstances that arises from a change in legal requirements, change in law,
or change in the identity, nature, or status of an obligated person with respect to the
Series 2016 Bonds, or the type of business conducted.
(b) Compliance as of Issue Date. The undertaking, as amended or taking into
account such waiver, would, in the opinion of a nationally recognized bond counsel,
have complied with the requirements of the Rule at the time of the original issuance of
the Series 2016 Bonds, after taking into account any amendments or interpretations of
the Rule, as well as any change in circumstances.
(c) Consent of Holders; Non -impairment Opinion. The amendment or waiver
either (i) is approved by the Series 2016 Bond owners in the same manner as provided
in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the
consent of Series 2016 Bond owners, or (ii) does not, in the opinion of nationally
recognized bond counsel, materially impair the interests of the Series 2016 Bond owners
or Beneficial Owners.
If this Disclosure Agreement is amended or any provision of this Disclosure Agreement
is waived, the Authority shall describe such amendment or waiver in the next following Annual
Report and shall include, as applicable, a narrative explanation of the reason for the
amendment or waiver and its impact on the type (or in the case of a change of accounting
principles, on the presentation) of financial information or operating data being presented by the
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Authority. In addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the same manner as
for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the
change is made should present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles.
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Authority from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a 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 future notice of occurrence of a Listed Event.
Section 11. Default. In the event of a failure of the Authority to comply with any provision
of this Disclosure Agreement, any Series 2016 Bond owner, any Beneficial Owner, the Fiscal
Agent or the Participating Underwriter may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the
Authority to comply with its obligations under this Disclosure Agreement. The sole remedy under
this Disclosure Agreement in the event of any failure of the Authority to comply with this
Disclosure Agreement shall be an action to compel performance.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Authority, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and the
owners and the Beneficial Owners from time to time of the Series 2016 Bonds, and shall create
no rights in any other person or entity.
Section 13. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
TEMECULA PUBLIC FINANCING
AUTHORITY
By:
Aaron Adams,
Executive Director
ALBERT A. WEBB ASSOCIATES, as
Dissemination Agent
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By:
Its:
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EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: Temecula Public Financing Authority
Name of Bond Issue: $ Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill), Special Tax Refunding
Bonds, Series 2016
Date of Issuance: December _, 2016
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with
respect to the above-named Bonds as required by Section 5.17 of the Fiscal Agent Agreement,
dated as of July 1, 2003, as amended and supplemented, between the Obligor and U.S. Bank
National Association, as fiscal agent. The Obligor anticipates that the Annual Report will be filed
by
Date:
By: Albert A. Webb Associates, as
Dissemination Agent
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APPENDIX F
DTC AND THE BOOK -ENTRY ONLY SYSTEM
The information in this Appendix F has been provided by The Depository Trust Company
(`DTC'), New York, NY, for use in securities offering documents, and the Authority does not
take responsibility for the accuracy or completeness thereof. The Authority cannot and does not
give any assurances that DTC, DTC Participants or Indirect Participants will distribute the
Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to
the 2016 Bonds or (b) certificates representing ownership interest in or other confirmation of
ownership interest in the 2016 Bonds, or that they will so do on a timely basis or that DTC, DTC
Direct Participants or DTC Indirect Participants mill act in the manner described in this Official
Statement.
The following description of DTC, the procedures and record keeping with respect to
beneficial ownership interests in the 2016 Bonds, payment of principal, interest and other
payments on the 2016 Bonds to DTC Participants or Beneficial Owners, confirmation and
transfer of beneficial ownership interest in the 2016 Bonds and other related transactions by and
between DTC, the DTC Participants and the Beneficial Owners is based solely on information
provided by DTC. Accordingly, no representations can be made concerning these matters and
neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information
with respect to such matters, but should instead confirm the same with DTC or the DTC
Participants, as the case may be.
Neither the Authority as the issuer of the 2016 Bonds (the "Issuer') nor the fiscal agent
or paying agent appointed with respect to the 2016 Bonds (the "Agent') take any responsibility
for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the 2016 Bonds, (b) certificates representing ownership interest in or other
confirmation or ownership interest in the 2016 Bonds, or (c) redemption or other notices sent to
DTC or Cede & Co., its nominee, as the registered owner of the 2016 Bonds, or that they will so
do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the
manner described in this Appendix. The current "Rules" applicable to DTC are on file with the
Securities and Exchange Commission and the current "Procedures" of DTC to be followed in
dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities
depository for the 2016 Bonds (the "Securities"). The Securities will be issued as fully -registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other
name as may be requested by an authorized representative of DTC. One fully -registered
Security certificate will be issued for each issue of the Securities, each in the aggregate
principal amount of such issue, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $500 million, one certificate will be issued with respect to
each $500 million of principal amount, and an additional certificate will be issued with respect to
any remaining principal amount of such issue.
2. DTC, the world's largest securities depository, is a limited -purpose trust company
organized under the New York Banking Law, a "banking organization" within the meaning of the
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New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates
the post -trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book -entry transfers and pledges
between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is
the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both
U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). On August 8, 2011, Standard & Poor's
downgraded its rating of DTC from AAA to AA+. The DTC Rules applicable to its Participants
are on file with the Securities and Exchange Commission. More information about DTC can be
found at www.dtcc.com and www.dtc.org. The information contained on this Internet site is not
incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC's records. The ownership
interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book -entry system for the Securities is
discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Securities with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant
F-2
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the Security documents. For example, Beneficial Owners of Securities may
wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain
and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be
provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized
representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be
the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are
required to be printed and delivered.
10. The Issuer may decide to discontinue use of the system of book -entry -only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
11. The information in this section concerning DTC and DTC's book -entry system has
been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.
F-3
SYCR DRAFT OF 10/12/16
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
2016 SPECIAL TAX REFUNDING BONDS
BOND PURCHASE AGREEMENT
November_, 2016
Temecula Public Financing Authority
Community Facilities District No. 01-2 (Harveston)
Temecula, California
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or
agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the
"Purchase Agreement") with the Temecula Public Financing Authority (the "Authority"), acting
on behalf of the Temecula Public Financing Authority Community Facilities District No. 01-2
(Harveston) (the "District"), which, upon acceptance, will be binding upon the Authority and upon
the Underwriter. This offer is made subject to its acceptance by the Authority as evidenced by its
execution and delivery to the Underwriter prior to 5:00 p.m. PDT on the date hereof and, if not
accepted prior thereto, will be subject to withdrawal by the Underwriter upon written notice delivered
to the Authority at any time prior to the acceptance hereof by the Authority.
The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such
term is defined below) pursuant to this Purchase Agreement is an arm's-length commercial
transaction between the Authority and the Underwriter; (ii) in connection therewith and with the
discussions, undertakings and procedures leading up to the consummation of such transaction, the
Underwriter is and has been acting solely as a principal and is not acting as a "municipal advisor" (as
defined in Section 15B of the Securities Exchange Act of 1934, as amended) to either the Authority
or the District; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor
of the Authority with respect to the offering contemplated hereby or the discussions, undertakings
and procedures leading thereto (irrespective of whether the Underwriter has provided other services
or is currently providing other services to the Authority on other matters); (iv) the Underwriter has
financial interests that may differ from, and be adverse to, those of the Authority and the District; and
(v) the Authority has consulted its own legal, financial and other advisors to the extent it has deemed
appropriate with respect to this transaction.
1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority,
and the Authority agrees to sell to the Underwriter, all (but not less than all) of the Temecula Public
Financing Authority Community Facilities District No. 01-2 (Harveston) 2016 Special Tax
Refunding Bonds (the "Bonds") in the aggregate principal amount specified in Exhibit A hereto.
The Bonds shall be dated the Closing Date (as such term is defined below), shall bear interest from
DOCSOC/1782097v1/200356-0141
said date (payable semiannually on March 1 and September 1 in each year, commencing March 1,
2017) at the rates per annum, shall mature on September 1 in each of the years and in the amounts,
and shall be subject to redemption, all as set forth in Exhibit A hereto. [Payment of the principal of
and interest on the Bonds when due will be guaranteed by a municipal bond insurance policy (the
"Bond Insurance Policy") to be issued simultaneously with the delivery of the Bonds by [NAME OF
BOND INSURER] (the "Bond Insurer").The purchase price for the Bonds shall be the amount
specified as such in Exhibit A hereto.
(b) The Bonds shall be substantially in the form described in, shall be issued and secured
under the provisions of, and shall be payable as provided in, the Fiscal Agent Agreement by and
between the Authority and U.S. Bank National Association, as Fiscal Agent (the "Fiscal Agent"),
dated as of December 1, 2016 (the "Fiscal Agent Agreement"), approved by Resolution No. TPFA
16- adopted by the Board of Directors of the Authority, (the "Board of Directors"), as the
legislative body of the Authority and the District, on October 25, 2016 (the "Resolution of
Issuance"). The Bonds and interest thereon will be payable from a special tax (the "Special Tax")
levied and collected on the taxable land within the District in accordance with Resolution No. TPFA
02-03 adopted by the Board of Directors on March 26, 2002 (the "Resolution of Formation").
Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement, the
Escrow Agreement, dated as of December 1, 2016 (the "Escrow Agreement"), by and between the
Authority and U.S. Bank National Association, as Escrow Bank (the "Escrow Bank"), 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 the Mello Roos Community Facilities Act of 1982,
as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Act"),
along with certain other available funds, to: (i) to refund the Authority's outstanding Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and
Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate
Series B (collectively, the "2006 Bonds"), (ii) fund a reserve fund for the Bonds, and (iii) pay the
costs of issuing the Bonds. The Resolution of Formation and the Resolution of Issuance are
collectively referred to herein as the "District Resolutions."
(c) Subsequent to its receipt of the Authority's 15c2-12 Certificate, in substantially the
form attached hereto as Exhibit B, deeming the Preliminary Official Statement for the Bonds, dated
October , 2016 (the "Preliminary Official Statement"), final for purposes of Rule 15c2-12
("Rule 15c2-12") of the Securities and Exchange Commission (the "SEC"), the Underwriter has
distributed copies of the Preliminary Official Statement. The Authority hereby ratifies the use by the
Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and
distribute in printed and/or electronic format the final Official Statement dated the date hereof
(including all information previously permitted to have been omitted from the Preliminary Official
Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by
the Authority as evidenced by the execution and delivery of such document by an officer of the
Authority) (the "Official Statement"), the Fiscal Agent Agreement, the Escrow Agreement, the
Continuing Disclosure Agreement dated as of December 1, 2016 by and between the Authority and
Albert A. Webb Associates (the "Disclosure Agreement"), this Purchase Agreement, and all
information contained therein, and all other documents, certificates and written statements furnished
by the Authority to the Underwriter in connection with the transactions contemplated by this
Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The
Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities
Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of
the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and
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DOCSOC/1782097v1/200356-0141
regulations in connection with the offering and sale of the Bonds, including, without limitation,
MSRB Rule G-32 and Rule 15c2-12.
(d) Except as otherwise disclosed in writing and agreed to by the Authority, the
Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering
price or prices set forth in Exhibit A hereto; provided, however, that the Underwriter reserves the
right to: (i) change such prices as the Underwriter deems necessary or desirable, in its sole discretion,
in connection with the marketing of the Bonds, (ii) sell the Bonds to certain dealers (including
dealers depositing the Bonds into investment trusts) and others at prices lower than the aforesaid
initial offering prices and (iii) over -allot or effect transactions which stabilize or maintain the market
price of the Bonds at levels above those that might otherwise prevail in the open market and
discontinue such stabilizing, if commenced, at any time without prior notice. A "bona fide public
offering" shall include an offering to institutional investors or registered investment companies,
regardless of the number of such investors to which the Bonds are sold.
(e) At 8:00 a.m., Pacific Standard Time, on December , 2016, or at other time or date
as shall be agreed upon by the Underwriter and the Authority (such time and date being herein
referred to as the "Closing Date"), the Authority will deliver (i) to The Depository Trust Company
("DTC") or to U.S. Bank National Association, acting as DTC's agent, the Bonds in definitive form
(all Bonds being in book -entry form registered in the name of Cede & Co. and having the CUSIP
numbers assigned to them printed thereon), duly executed by the officers of the Authority and
authenticated by the Fiscal Agent, as provided in the Fiscal Agent Agreement, and (ii) to the
Underwriter, at the offices of Bond Counsel (as such term is defined below), or at such other place as
shall be mutually agreed upon by the Authority and the Underwriter, the other documents mentioned
in Section 3(d) below; and the Underwriter shall accept such delivery and pay the purchase price of
the Bonds in immediately available funds (such delivery and payment being herein referred to as the
"Closing").
2. Representations, Warranties and Agreements of the Authority. The Authority
represents, warrants and covenants to and agrees with the Underwriter that:
(a) The Authority is duly organized and validly existing as a joint exercise of powers
authority under the laws of the State of California and has duly authorized the formation of the
District pursuant to the Resolution of Formation and the Act. The Board of Directors, as the
legislative body of the Authority and the District, has duly adopted the District Resolutions, and has
caused to be recorded a Notice of Special Tax Lien in the real property records of the County of
Riverside as Document No. 2002-254462 (the "Notice of Special Tax Lien"). (The District
Resolutions and Notice of Special Tax Lien are collectively referred to herein as the "Formation
Documents"). Each of the Formation Documents remains in full force and effect as of the date
hereof and has not been amended, modified or supplemented. The District is duly organized and
validly existing as a community facilities district under the laws of the State of California (the
"State"). The Authority has, and at the Closing Date will have, as the case may be, full legal right,
power and authority (i) to execute, deliver and perform its obligations under this Purchase
Agreement, the Fiscal Agent Agreement, the Escrow Agreement and the Disclosure Agreement
(collectively, the "Authority Documents)" and to carry out all transactions contemplated by each of
the Authority Documents and the Official Statement; and (ii) to issue, sell and deliver the Bonds to
the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement and as
provided herein.
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DOCSOC/1782097v1/200356-0141
(b) The Authority has complied, and will at the Closing Date be in compliance, in all
material respects, with the Formation Documents and the Authority Documents, and any immaterial
non-compliance by the Authority will not impair the ability of the Authority to carry out, give effect
to or consummate the transactions on its part contemplated by the foregoing. From and after the date
of issuance of the Bonds, the Authority will continue to comply with the covenants of the Authority
contained in the Authority Documents.
(c) The Board of Directors has duly and validly: (i) adopted the District Resolutions,
(ii) called, held and conducted in accordance with all requirements of the Act an election within the
District to approve the levy of the Special Tax within the District and to authorize bonded
indebtedness of the District, (iii) authorized and approved the issuance of the Bonds and due
performance by the Authority of its obligations set forth in the Authority Documents, (iv) authorized
the preparation, delivery and distribution of the Preliminary Official Statement and the Official
Statement, and (v) authorized and approved the performance by the Authority of its obligations
contained in, and the taking of any and all action as may be necessary to carry out, give effect to and
consummate the transactions contemplated by, each of the Authority Documents (including, without
limitation, the levy of the Special Tax), the Bonds and the Official Statement; and, at the Closing
Date, the Formation Documents will be in full force and effect and the Authority Documents and the
Bonds will constitute the valid, legal and binding obligations of the Authority and (assuming due
authorization, execution and delivery by other parties thereto, where necessary) will be enforceable
in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights in general and to the
application of equitable principles if equitable remedies are sought and to the limitations on legal
remedies against public agencies in the State.
(d) To the best of the Authority's knowledge, neither the Authority nor the District is in
breach of or default under any applicable law or administrative rule or regulation of the State or the
United States, or of any department, division, agency or instrumentality thereof, or under any
applicable court or administrative decree or order to which the Authority or the District is subject, or
under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other
instrument to which the Authority or District is a party or is otherwise subject or bound, a
consequence of which could be to materially and adversely affect the performance by the Authority
or the District of their respective obligations under the Bonds, the Formation Documents or the
Authority Documents, and compliance with the provisions of each thereof will not conflict with or
constitute a breach of or default under any applicable law or administrative rule or regulation of the
State or the United States, or of any department, division, agency or instrumentality thereof, or under
any applicable court or administrative decree or order to which the Authority or the District is
subject, or a material breach of or default under any loan agreement, note, resolution, indenture,
fiscal agent agreement, trust agreement, contract, agreement or other instrument to which the
Authority or the District is a party or is otherwise subject or bound.
(e) Except for compliance with blue sky or other states securities law filings, as to which
the Authority makes no representations, all approvals, consents, authorizations, elections and orders
of or filings or registrations with any State governmental authority, board, agency or commission
having jurisdiction which would constitute a condition precedent to, or the absence of which would
materially adversely affect, the performance by the Authority of its obligations hereunder, or under
the Formation Documents or the Authority Documents, have been obtained and are in full force and
effect.
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DOCSOC/1782097v1/200356-0141
(f) The Special Tax constituting the source of funds for the payment of the Bonds has
been duly and lawfully authorized and may be levied under the Act, the State Constitution and the
applicable laws of the State; and such Special Tax constitutes a valid and legally binding continuing
lien on the properties on which it has been levied (except to the extent that any of such property has,
or at or prior to the Closing Date, will have, prepaid its Special Tax obligation); except as described
in the Official Statement, the Authority is unaware of any outstanding special assessment liens or
special tax liens applicable to any property within the District other than the Special Tax authorized
to be levied by the Authority on behalf of the District; and the Authority has no present intention of
conducting further proceedings leading to the levying of any additional special assessments or special
taxes against any such property.
(g) The Authority will not supplement or amend the Official Statement or cause the
Official Statement to be supplemented or amended without prior written notification to the
Underwriter. Until the date which is twenty-five (25) days after the "end of the underwriting period"
(as hereinafter defined), if any event shall occur of which the Authority is aware, as a result of which
it may be necessary to supplement the Official Statement in order to make the statements in the
Official Statement, in light of the circumstances existing at such time, not misleading, the Authority
shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any
information available to it for any supplement to the Official Statement necessary, in the
Underwriter's reasonable opinion, so that the statements therein as so supplemented will not be
misleading in light of the circumstances existing at such time; and the Authority shall promptly
furnish to the Underwriter a reasonable number of copies of such supplement. If any such
amendment or supplement of the Official Statement shall occur after the Closing Date, the Authority
also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments
and other documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such amendment or supplement to the Official Statement. As used herein, the term "end
of the underwriting period" means the later of such time as (i) the Authority delivers the Bonds to
the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting
syndicate, an unsold balance of the Bonds for sale to the public; and unless the Underwriter gives
notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date.
Any notice delivered pursuant to this provision shall be written notice delivered to the Authority at or
prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the
"end of the underwriting period."
(h) The Fiscal Agent Agreement creates a valid pledge of the Special Taxes and the
moneys in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent
Agreement, the Special Tax Fund established pursuant to the Fiscal Agent Agreement, including the
investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting
the application thereof for the purposes and on the terms and conditions set forth therein. Until such
time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at
maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to
maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the
Authority will faithfully perform and abide by all of its obligations under the Fiscal Agent
Agreement.
(i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, regulatory agency, public board or body
with respect to which the Authority has been served with process or has received pleadings or
equivalent documents is pending or, to the best knowledge of the Authority, is threatened (i) which
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DOCSOC/1782097v1/200356-0141
would materially adversely affect the ability of the Authority to perform its obligations under the
Bonds, the Formation Documents or the Authority Documents, or (ii) which seeks to restrain or to
enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in
accordance with the Fiscal Agent Agreement and the Escrow Agreement, or the collection or
application of the Special Tax pledged or to be pledged to pay the principal of and interest on the
Bonds, or the pledge thereof, or in any way contests or affects the validity or enforceability of the
Bonds, the Formation Documents, the Authority Documents, or any action contemplated by any of
said documents, or (iii) which in any way contests the completeness or accuracy of the Official
Statement or the powers or authority of the Authority with respect to the Bonds, the Formation
Documents, the Authority Documents, or any action of the Authority or the District contemplated by
any of said documents; nor is there any action pending with respect to which the Authority has been
served with process or has received pleadings or equivalent documents or, to the best knowledge of
the Authority, threatened against the Authority or the District which alleges that interest on the
Bonds is not excludable from gross income for federal income tax purposes or is not exempt from
California personal income taxation.
(j) The Authority will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in order
for the Underwriter to qualify the Bonds for offer and sale under the blue sky or other securities laws
and regulations of such states and other jurisdictions of the United States as the Underwriter may
designate; provided, however, the Authority shall not be required to register as a dealer or a broker of
securities or to consent to service of process in connection with any blue sky filing.
(k) Any certificate signed by any official of the Authority authorized by the Board of
Directors of the Authority to do so shall be deemed a representation and warranty to the Underwriter
as to the statements made therein.
(1) The Authority will apply the proceeds of the Bonds in accordance with the Fiscal
Agent Agreement and as described in the Official Statement.
(m) The information contained in the Preliminary Official Statement (other than any
information supplied by the Underwriter and any information regarding DTC or its book -entry
system, as to which no view is expressed) was as of the date thereof, and the information contained
in the Official Statement (other than any information supplied by the Underwriter, any information
regarding DTC or its book -entry system, the portions thereof included under the captions ["BOND
INSURANCE" and "THE BOND INSURER"] and CUSIP numbers, as to which no view is
expressed) is as of its date and will be on the Closing Date, true and correct in all material respects;
and such information does not and shall not contain any untrue or misleading statement of a material
fact or omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(n) The Preliminary Official Statement heretofore delivered to the Underwriter has been
deemed final by the Authority as of its date, except for the omission of such information as is
permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The Authority hereby
covenants and agrees that, within seven (7) business days from the date hereof, or, if sooner, upon
reasonable written notice from the Underwriter, within sufficient time to accompany any
confirmation requesting payment for Bonds from any customer of the Underwriter the Authority
shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a
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DOCSOC/1782097v1/200356-0141
quantity mutually agreed upon by the Underwriter and the Authority so that the Underwriter may
comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB.
(o) Except as disclosed in the Official Statement, the Authority is not, and has not been
within the last five (5) years, in material breach of any reporting obligation that it has undertaken
under Rule 15c2-12. To the best knowledge of the Authority neither the City of Temecula (the
"City") nor any public agency for which the City Council of the City serves as the legislative body
is, or has been within the last five (5) years, in material breach of any reporting obligation that it has
undertaken under Rule 15c2-12.
(p) Prior to the end of the underwriting period, the Authority shall not amend, terminate,
or rescind, and will not agree to any amendment, termination, or rescission of the Formation
Documents, the Authority Documents or this Purchase Agreement without the prior written consent
of the Underwriter (which consent shall not be unreasonably delayed or withheld).
(q) The Authority shall not voluntarily undertake any course of action inconsistent with
satisfaction of the requirements applicable to the Authority as set forth in this Purchase Agreement.
(r) The Authority shall not knowingly take or omit to take any action that, under existing
law, may adversely affect the exemption from personal income taxation of the State or the exclusion
from gross income for federal income tax purposes of the interest on the Bonds.
3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter
to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the
Underwriter, to the accuracy in all material respects of the representations and warranties on the part
of the Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in
all material respects of the statements of the officers and other officials of the Authority made in any
certificates or other documents furnished pursuant to the provisions hereof, to the performance by the
Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the
following additional conditions:
(a) At the Closing Date, the Formation Documents and the Authority Documents shall be
in full force and effect, and shall not have been amended, modified or supplemented, except as may
have been agreed to in writing by the Underwriter, and there shall have been taken in connection
therewith, with the issuance of the Bonds and the refunding of the 2006 Bonds and with the
transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion
of Quint & Thimmig LLP ("Bond Counsel") shall be necessary and appropriate.
(b) The information contained in the Official Statement will, as of the Closing Date and
as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true and
correct in all material respects and will not, as of the Closing Date or as of the date of any
supplement or amendment thereto pursuant to Section 2(g) hereof, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(c) Between the date hereof and the Closing Date, the market price or marketability of
the Bonds at the initial offering prices set forth in the Official Statement or the ability of the
Underwriter to enforce contracts for the sale of Bonds shall not have been materially adversely
affected, in the reasonable judgment of the Underwriter (as evidenced by a written notice to the
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DOCSOC/1782097v1/200356-0141
Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds),
by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of
the United States of America or recommended to the Congress by the President of the United States,
the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or
favorably reported for passage to either House of Congress by any committee of such House to
which such legislation had been referred for consideration or a decision rendered by a court
established under Article III of the Constitution of the United States of America or by the Tax Court
of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press
release or other form of notice issued or made by or on behalf of the Treasury Department or the
Internal Revenue Service of the United States of America, with the purpose or effect, directly or
indirectly, of imposing federal income taxation upon the interest that would be received by the
owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date
hereof;
(2) legislation introduced in or enacted (or resolution passed) by the Congress of
the United States of America, or an order, decree or injunction issued by any court of competent
jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form
of notice issued or made by or on behalf of the SEC, or any other governmental agency having
jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds,
or the Bonds, including any or all underlying arrangements, are not exempt from registration under
the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from
qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale
of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying
arrangements, as contemplated hereby or by the Official Statement is or would be in violation of the
federal securities laws, rules or regulations as amended and then in effect;
(3) any amendment to the federal or California Constitution or action by any
federal or State court, legislative body, regulatory body or other authority materially adversely
affecting the tax status of the Authority or the District, their respective properties, incomes, or
securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the
Authority to refund the 2006 Bonds as contemplated by the Formation Documents, the Authority
Documents or the Official Statement;
(4) any event occurring, or information becoming known, which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any statement or
information contained in the Preliminary Official Statement or the Official Statement, or results in
the Preliminary Official Statement or the Official Statement containing any untrue statement of a
material fact or omitting to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading
misleading and (x) the Authority refuses to permit the Official Statement to be supplemented to
supply such statement or information or (y) the effect of any such supplement would be to materially
adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to
enforce contracts for the sale of the Bonds;
(5) a declaration of war or an escalation of, or engagement in, military hostilities
by the United States or the occurrence of any other national or international emergency or calamity
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DOCSOC/1782097v1/200356-0141
relating to the effective operation of the government of, or the financial community in, the United
States;
(6) the declaration of a general banking moratorium by federal, State of New
York or State of California authorities, or the general suspension of trading on any national securities
exchange or the fixing and maintaining in force of minimum or maximum prices for trading or
maximum ranges for prices for securities on the New York Stock Exchange or other national
securities exchange, whether by virtue of determination by that exchange or by order of the SEC or
any other governmental authority having jurisdiction;
(7) the imposition by the New York Stock Exchange or other national securities
exchange, or any governmental authority, of any material restrictions not now in force with respect to
the Bonds or obligations of the general character of the Bonds or securities generally, or the material
increase of any such restrictions now in force, including those relating to the extension of credit by,
or the charge to the net capital requirements of, the Underwriter;
(8) a material disruption in securities settlement, payment or clearance services
affecting the Bonds shall have occurred;
(9) there shall have been any material adverse change in the financial affairs of
the Authority or the District;
(10) there shall be filed or threatened any litigation described in Section 2(i);
(11) there shall be established any new restriction on transactions in securities
materially affecting the free market for securities (including the imposition of any limitation on
interest rates) or the extension of credit by, or a change to the net capital requirements of,
underwriters established by the New York Stock Exchange, the SEC, any other federal or State
agency or the Congress of the United States, or by Executive Order; or
(12) a stop order, release, regulation, or no -action letter by or on behalf of the SEC
or any other governmental agency having jurisdiction of the subject matter shall have been issued or
made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying
obligations as contemplated hereby or by the Official Statement, or any document relating to the
issuance, offering or sale of the Bonds is or would be in violation of any provision of federal
securities laws at the Closing Date.
(d) On the Closing Date, the Underwriter shall have received originals or true and correct
copies of the following documents, in either printed or electronic format in each case satisfactory in
form and substance to the Underwriter:
(1) The Formation Documents and the Authority Documents, together with a
certificate dated as of the Closing Date of the Secretary of the Authority to the effect that each such
document is a true, correct and complete copy of the one duly approved or adopted by the Board of
Directors;
(2) The Preliminary Official Statement and the Official Statement;
(3) An unqualified approving opinion of Bond Counsel, dated the Closing Date
and addressed to the Authority, in the form attached to the Official Statement as Appendix D, and a
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DOCSOC/1782097v1/200356-0141
letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that
such approving opinion may be relied upon by the Underwriter to the same extent as if such opinion
was addressed to it;
(4) A supplemental opinion of Bond Counsel, dated the Closing Date and
addressed to the Underwriter, to the effect that (i) the Escrow Agreement, the Authority Disclosure
Agreement and this Purchase Agreement have been duly authorized, executed and delivered by the
Authority, and, assuming such agreements constitute valid and binding obligations of the respective
other parties thereto, they constitute the legally valid and binding agreements of the Authority
enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy,
moratorium, insolvency or other laws affecting creditor's rights or remedies and by general
principles of equity (regardless of whether such enforceability is considered in equity or at law);
(ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as
amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture
Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and
under the captions "INTRODUCTION," "PLAN OF REFUNDING," "THE 2016 BONDS
(excluding the subheading "Scheduled Debt Service")," "SECURITY FOR THE 2016 BONDS,"
"TAX MATTERS," and Appendices C and D thereof is accurate, insofar as such information
purports to summarize or replicate certain provisions of the Act, the Bonds, the Escrow Agreement
and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax
purposes and exemption from State personal income taxes of interest on the Bonds present a fair and
accurate summary of such provisions; and (iv) the Special Taxes have been duly and validly
authorized in accordance with the provisions of the Act;
(5) An opinion, dated the Closing Date and addressed to the Authority and the
Underwriter of Quint & Thimmig LLP, in its capacity as the Authority's disclosure counsel
("Disclosure Counsel"), to the effect that, without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement, but on the
basis of their participation in conferences with representatives of the Authority and the District,
Richards, Watson & Gershon, A Professional Corporation, as counsel to the Authority, Bond
Counsel, Fieldman Rolapp & Associates, as financial advisor to the Authority, the Special Tax
Consultant (as such term is defined below), the Underwriter and others, and their examination of
certain documents, no facts have come to their attention which would lead them to believe that the
Official Statement as of its date or as of the Closing Date contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading (except that no opinion or belief need be expressed as to any financial, statistical,
economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps,
estimates, projections, assumptions or expressions of opinion, or any information about feasibility,
valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the
Appendices to the Official Statement or any information about debt service requirements, book -
entry, The Depository Trust Company, the Bond Insurer, the Bond Insurance Policy or tax exemption
contained in the Official Statement);
(6) Evidence satisfactory to the Underwriter that Bond Counsel or an
independent certified public accountant has confirmed that the cash and/or Federal Securities to be
deposited with the Escrow Bank, as provided for in the Escrow Agreement, will be fully sufficient,
together with the interest to accrue thereon and the moneys then on deposit in the fund and accounts
provided for in the Fiscal Agent Agreement, to pay and discharge the indebtedness on the 2006
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DOCSOC/1782097v1/200356-0141
Bonds (including all principal, interest and redemption premiums) at or before their respective
maturity dates;
(7) A defeasance opinion of Bond Counsel, dated the Closing Date and addressed
to the Underwriter and the Fiscal Agent, to the effect that, upon the deposit with the Escrow Bank as
provided for in the Escrow Agreement, the 2006 Bonds will no longer be considered outstanding
within the meaning of the Fiscal Agent Agreement and will not have any lien on, or be payable from,
the "special tax revenues" as such term is defined in the Fiscal Agent Agreement;
(8) An opinion, dated the Closing Date and addressed to the Underwriter, of
Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriter's Counsel"), in form
and substance acceptable to the Underwriter;
(9) A certificate or certificates, dated the Closing Date and signed by an
authorized officer of the Authority, ratifying the use and distribution by the Underwriter of the
Preliminary Official Statement and the Official Statement in connection with the offering and sale of
the Bonds; and certifying that (i) the representations and warranties of the Authority contained in
Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date, except that all references therein to the Preliminary
Official Statement shall be deemed to be references to the Official Statement; (ii) to the best of his or
her knowledge, no event has occurred since the date of the Official Statement affecting the matters
discussed therein which should be disclosed in the Official Statement for the purposes for which it is
to be used in order to make the statements and information contained in the Official Statement not
misleading in any material respect; and (iii) the Authority has complied, in all material respects, with
all the agreements and satisfied all the conditions on its part to be performed or satisfied under the
Authority Documents and the Official Statement at or prior to the Closing Date;
(10) An opinion, dated the Closing Date and addressed to the Underwriter, of legal
counsel to the Authority, to the effect that (i) to the best of his or her knowledge and except as
disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at
law or in equity as to which the Authority is or would be a party, before or by any court,
governmental agency or body, pending and notice of which has been served on and received by the
Authority or, to the best of his or her knowledge, threatened against the Authority, challenging the
creation, organization or existence of the Authority or the District, or the validity of the Financing
Documents or contesting the authority of the Authority to enter into or perform its obligations under
any of such documents, or with respect to which an unfavorable decision, ruling or finding would
materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the
Formation Documents or the Authority Documents, or which seeks to restrain or enjoin the issuance,
sale and delivery of the Bonds or which challenges the exclusion from gross income for federal
income tax purposes or State of California personal income taxes of interest on the Bonds, or the
application of the proceeds thereof in accordance with the Fiscal Agent Agreement and the Escrow
Agreement, or the collection or application of the Special Tax to pay the principal of and interest on
the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the
Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any
action of the Authority contemplated by any of said documents; (ii) the Authority is duly organized
and validly existing as a joint exercise of powers authority under the laws of the State of California
and the District is duly organized and validly existing as a community facilities district under the
laws of the State of California, (iii) the Board of Directors has duly and validly adopted the
Formation Documents and Authority Documents at meetings of the Board of Directors which were
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DOCSOC/1782097v1/200356-0141
called and held pursuant to law and with all public notice required by law and at which a quorum was
present and acting throughout, and the Formation Documents and Authority Documents are now in
full force and effect and have not been amended; and (iv) to the best of such counsel's knowledge,
the authorization, execution and delivery of the Authority Documents and compliance with the
provisions thereof by the Authority of its obligations thereunder, will not conflict with, or constitute a
breach or default under, in any material respect, any law, administrative regulation, court decree,
resolution, ordinance or other agreement to which the Authority or District is subject or by which it is
bound;
(11) One or more certificates dated the Closing Date from Albert A. Webb
Associates (the "Special Tax Consultant") addressed to the Authority and the Underwriter to the
effect that (i) the Special Tax, if collected in the maximum amounts permitted from the properties in
the District whose Special Tax will not have been prepaid in full at or before the Closing Date, and
without regard to the portion thereof levied to pay Administrative Expenses, will generate in each
Fiscal Year at least 110% of the debt service payable with respect to the Bonds in the calendar year
that begins in such Fiscal Year; (ii) all information appearing in the Official Statement for which the
Special Tax Consultant is identified as being the source is true and correct as of the date of the
Official Statement and as of the Closing Date; and (iii) the statements concerning the Special Tax
and the statistical and financial data set forth in the tables and discussion in the Official Statement
which were derived from information supplied by the Special Tax Consultant for use in the Official
Statement are true, correct and complete in all material respects and do not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading and no events or occurrences have been ascertained by the Special Tax Consultant or
have come to its attention that would substantially change such information set forth in the Official
Statement;
(12) A certificate of the Authority dated the Closing Date, in a form acceptable to
Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended;
(13) A certificate of U.S. Bank National Association and an opinion of counsel to
U.S. Bank National Association, each dated the Closing Date and addressed to the Authority and the
Underwriter, in form satisfactory to Bond Counsel and Underwriter's Counsel, to the effect that U.S.
Bank National Association has authorized the execution and delivery of the Fiscal Agent Agreement
and the Escrow Agreement and that the Fiscal Agent Agreement and the Escrow Agreement are valid
and binding obligations of U.S. Bank National Association enforceable in accordance with their
terms;
(14) A copy of the Bond Insurance Policy, together with an opinion of counsel to
the Bond Insurer, dated as of the Closing Date, in form and substance satisfactory to the Underwriter;
(15) A Certificate, dated as of the Closing Date, of the Bond Insurer, to the effect
that the information included in the Official Statement under the heading "BOND INSURANCE"
and in Appendix _ is accurate;
(16) Evidence satisfactory to the Underwriter that a rating has been assigned to the
Bonds as described in the Official Statement and that such rating has not been revoked or revised;
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DOCSOC/1782097v1/200356-0141
(17) Written confirmation from the Authority's financial advisor (or an affiliate
thereof) and/or dissemination agent in a form acceptable to the Underwriter that the Authority has
timely filed materially complete disclosure reports in conformance with the Authority's continuing
disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years;
(18) Evidence that the federal tax information Form 8038-G has been prepared for
filing;
(19) Evidence that notice of the defeasance of the 2006 Bonds and termination of
disclosure obligations relating to the 2006 Bonds has been prepared for filing with the EMMA
system of the MSRB; and
(20) Such additional legal opinions, certificates, instruments and other documents
as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof
and as of the Closing Date, of the statements and information contained in the Preliminary Official
Statement and the Official Statement, of the Authority's representations and warranties contained
herein and the due performance or satisfaction by the Authority at or prior to the Closing of all
agreements then to be performed and all conditions then to be satisfied by the Authority in
connection with the transactions contemplated hereby and by the Official Statement.
If the Authority shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase
Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the
Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase
Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further
obligation hereunder, except that the respective obligations of the Authority and the Underwriter set
forth in Section 5 hereof shall continue in full force and effect.
4. Conditions of the Authority's Obligations. The Authority's obligations hereunder are
subject to the Underwriter's performance of its obligations hereunder, and are also subject to the
following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly
authorized officer of the Authority executing the certificate referred to in Section 3(d)(9) hereof,
threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any
authority for or the validity of the Bonds, the Formation Documents, the Authority Documents or the
existence or powers of the Authority; and
(b) As of the Closing Date, the Authority shall receive the approving opinion of Bond
Counsel referred to in Section 3(d)(3) hereof, dated as of the Closing Date.
5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth
herein:
(a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or
cause to be paid (out of any legally available funds of the Authority or the District), all expenses
incident to the performance of the Authority's obligations hereunder, including, but not limited to,
the fees for the rating of the Bonds, the premium for the Bond Insurance Policy, the cost of printing
and delivering the Bonds to DTC, the cost of preparation, printing, distribution and delivery of the
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DOCSOC/1782097v1/200356-0141
Preliminary Official Statement, and the Official Statement (including any amendment thereof or
supplement thereto), the reasonable cost of confirming that the Authority has timely filed materially
complete disclosure reports in conformance with the Authority's continuing disclosure undertakings
pursuant to Rule 15c2-12 in each of the last five fiscal years; and all other agreements and documents
contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the
Underwriter (excluding the fees and disbursements of the Underwriter's Counsel); and the fees and
disbursements of the Fiscal Agent for the Bonds and Bond Counsel, Disclosure Counsel and any
accountants, engineers or any other experts or consultants the Authority has retained in connection
with the Bonds; and
(b) The Authority shall be under no obligation to pay, and the Underwriter shall pay, any
fees of the California Debt and Investment Advisory Commission, the cost of obtaining CUSIP
numbers, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase
Agreement; and all other expenses incurred by the Underwriter in connection with its public offering
and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section),
including the fees and disbursements of its counsel and any advertising expenses.
6. Notices. Any notice or other communication to be given to the Authority under this
Purchase Agreement may be given by delivering the same in writing to the Authority at 41000 Main
Street, Temecula, California 92590, Attention: Director of Finance; and any notice or other
communication to be given to the Underwriter under this Purchase Agreement may be given by
delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery
Street, 35th Floor, San Francisco, CA 94104, Attention: Sara Oberlies Brown, Managing Director.
7. Parties in Interest. This Purchase Agreement is made solely for the benefit of the
Authority and the Underwriter (including their successors or assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof. The term "successor" shall not include any
owner of a Bond merely by virtue of such ownership.
8. Survival of Representations and Warranties. The representations and warranties of
the Authority set forth in or made pursuant to this Purchase Agreement shall not be deemed to have
been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this
Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter
(or statements as to the results of such investigations) concerning such representations and statements
of the Authority and regardless of delivery of and payment for the Bonds.
9. Effective. This Purchase Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be
valid and enforceable as of the time of such acceptance.
10. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior
negotiations, agreements and understandings between the parties hereto in relation to the sale of
Bonds for the Authority.
11. Governing Law. This Purchase Agreement shall be governed by the laws of the State
of California applicable to contracts made and performed in California.
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DOCSOC/1782097v1/200356-0141
12. Counterparts. This Purchase Agreement may be executed simultaneously in several
counterparts, each of which shall be an original and all of which shall constitute one and the same
instrument.
Very truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Managing Director
ACCEPTED at a.m./p.m. PST:
TEMECULA PUBLIC FINANCING AUTHORITY
FOR AND ON BEHALF OF THE TEMECULA
PUBLIC FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 01-2
(HARVESTON)
By:
Treasurer
15
DOCSOC/1782097v1/200356-0141
EXHIBIT A
MATURITY SCHEDULE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
Maturity Date Principal
(September 1) Amount
Interest Rate
Yield Price
The purchase price of the Bonds shall be $ , which is the principal amount
thereof ($ ) plus net original issue premium of $ and less Underwriter's
discount of $
The Bonds shall be subject to redemption in accordance with the following:
Optional Redemption. The Bonds are subject to optional redemption prior to their stated
maturity on any Interest Payment Date occurring on or after September 1, 20 , as a whole, or in part
among maturities so as to maintain substantially level debt service on the Bonds and by lot within a
maturity, at a redemption price [equal to the principal amount of the Bonds to be redeemed, together
with accrued interest thereon to the date fixed for redemption, without premium]:
[TO COME]
A-1
DOCSOC/1782097v1/200356-0141
Mandatory Sinking Payment Redemption. 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
(maturity)
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
(maturity)
The amounts in the foregoing tables shall be reduced to the extent practicable so as to
maintain level debt service on the Bonds as a result of any prior partial redemption of the Bonds
pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as
specified in writing by the Treasurer to the Fiscal Agent.
Redemption from Special Tax Prepayments. Special Tax Prepayments and any
corresponding transfers from the Reserve Fund shall be used to redeem the Bonds on the next
Interest Payment Date for which notice of redemption can timely be given, by lot and allocated
among maturities of the 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:
[TO COME]
A-2
DOCSOC/1782097v1/200356-0141
EXHIBIT B
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he or she is the Executive Director of the
Temecula Public Financing Authority, and, as such, is duly authorized to execute and deliver this
certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the
Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Special Tax
Refunding Bonds, Series 2016 (the "Bonds") in order to enable the underwriter of the Bonds to comply
with Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended (the
"Rule");
(2) in connection with the sale and issuance of the Bonds, there has been prepared a
Preliminary Official Statement dated November , 2016 setting forth information concerning the Bonds
and the Authority (the "Preliminary Official Statement"); and
(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final
within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering
price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth
in the Rule.
IN WITNESS WHEREOF, I have hereunto set my hand as of , 2016.
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
By:
Its: Executive Director
* Preliminary, subject to change.
B-1
DOCSOC/1782097v1/200356-0141
SYCR DRAFT OF 10/12/16
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
BOND PURCHASE AGREEMENT
November_, 2016
Temecula Public Financing Authority
Community Facilities District No. 03-1 (Crowne Hill)
Temecula, California
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or
agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the
"Purchase Agreement") with the Temecula Public Financing Authority (the "Authority"), acting
on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-1
(Crowne Hill) (the "District"), which, upon acceptance, will be binding upon the Authority and upon
the Underwriter. This offer is made subject to its acceptance by the Authority as evidenced by its
execution and delivery to the Underwriter prior to 5:00 p.m. PDT on the date hereof and, if not
accepted prior thereto, will be subject to withdrawal by the Underwriter upon written notice delivered
to the Authority at any time prior to the acceptance hereof by the Authority.
The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such
term is defined below) pursuant to this Purchase Agreement is an arm's-length commercial
transaction between the Authority and the Underwriter; (ii) in connection therewith and with the
discussions, undertakings and procedures leading up to the consummation of such transaction, the
Underwriter is and has been acting solely as a principal and is not acting as a "municipal advisor" (as
defined in Section 15B of the Securities Exchange Act of 1934, as amended) to either the Authority
or the District; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor
of the Authority with respect to the offering contemplated hereby or the discussions, undertakings
and procedures leading thereto (irrespective of whether the Underwriter has provided other services
or is currently providing other services to the Authority on other matters); (iv) the Underwriter has
financial interests that may differ from, and be adverse to, those of the Authority and the District; and
(v) the Authority has consulted its own legal, financial and other advisors to the extent it has deemed
appropriate with respect to this transaction.
1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority,
and the Authority agrees to sell to the Underwriter, all (but not less than all) of the Temecula Public
Financing Authority Community Facilities District No. 03-1 (Crowne Hill) 2016 Special Tax
Refunding Bonds (the "Bonds") in the aggregate principal amount specified in Exhibit A hereto.
The Bonds shall be dated the Closing Date (as such term is defined below), shall bear interest from
DOCSOC/1781996v2/200356-0141
said date (payable semiannually on March 1 and September 1 in each year, commencing March 1,
2017) at the rates per annum, shall mature on September 1 in each of the years and in the amounts,
and shall be subject to redemption, all as set forth in Exhibit A hereto. The purchase price for the
Bonds shall be the amount specified as such in Exhibit A hereto.
(b) The Bonds shall be substantially in the form described in, shall be issued and secured
under the provisions of, and shall be payable as provided in, the Fiscal Agent Agreement by and
between the Authority and U.S. Bank National Association, as Fiscal Agent (the "Fiscal Agent"),
dated as of July 1, 2003, as amended and supplemented by the First Supplemental Fiscal Agent
Agreement, dated as of August 1, 2005, the Second Supplemental Fiscal Agent Agreement dated as
of August 1, 2012 and the Third Supplemental Fiscal Agent Agreement dated as of December 1,
2016 (as so amended and supplemented, the "Fiscal Agent Agreement"), approved by Resolution
No. TPFA 16- adopted by the Board of Directors of the Authority, (the "Board of Directors"), as
the legislative body of the Authority and the District, on October 25, 2016 (the "Resolution of
Issuance"). The Bonds and interest thereon (together with the Authority's Community Facilities
District No. 03-01 Special Tax Refunding Bonds, Series 2012 (the "2012 Bonds"), with which the
Bonds are on a parity) will be payable from a special tax (the "Special Tax") levied and collected on
the taxable land within the District in accordance with Resolution No. TPFA 03-05 adopted by the
Board of Directors on March 25, 2003 (the "Resolution of Formation"). Proceeds of the sale of the
Bonds will be used in accordance with the Fiscal Agent Agreement, the Escrow Agreement, dated as
of December 1, 2016 (the "Escrow Agreement"), by and between the Authority and U.S. Bank
National Association, as Escrow Bank (the "Escrow Bank"), 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 the Mello Roos Community Facilities Act of 1982, as amended (Sections
53311 et seq. of the Government Code of the State of California) (the "Act"), along with certain
other available funds, to: (i) to refund the Authority's outstanding Community Facilities District No.
03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B (the "2005-B Bonds"), (ii) fund a reserve fund
for the Bonds, and (iii) pay the costs of issuing the Bonds. The Resolution of Formation and the
Resolution of Issuance are collectively referred to herein as the "District Resolutions."
(c) Subsequent to its receipt of the Authority's 15c2-12 Certificate, in substantially the
form attached hereto as Exhibit B, deeming the Preliminary Official Statement for the Bonds, dated
October , 2016 (the "Preliminary Official Statement"), final for purposes of Rule 15c2-12
("Rule 15c2-12") of the Securities and Exchange Commission (the "SEC"), the Underwriter has
distributed copies of the Preliminary Official Statement. The Authority hereby ratifies the use by the
Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and
distribute in printed and/or electronic format the final Official Statement dated the date hereof
(including all information previously permitted to have been omitted from the Preliminary Official
Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by
the Authority as evidenced by the execution and delivery of such document by an officer of the
Authority) (the "Official Statement"), the Fiscal Agent Agreement, the Escrow Agreement, the
Continuing Disclosure Agreement dated as of December 1, 2016 by and between the Authority and
Albert A. Webb Associates (the "Disclosure Agreement"), this Purchase Agreement, and all
information contained therein, and all other documents, certificates and written statements furnished
by the Authority to the Underwriter in connection with the transactions contemplated by this
Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The
Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities
Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of
the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and
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regulations in connection with the offering and sale of the Bonds, including, without limitation,
MSRB Rule G-32 and Rule 15c2-12.
(d) Except as otherwise disclosed in writing and agreed to by the Authority, the
Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering
price or prices set forth in Exhibit A hereto; provided, however, that the Underwriter reserves the
right to: (i) change such prices as the Underwriter deems necessary or desirable, in its sole discretion,
in connection with the marketing of the Bonds, (ii) sell the Bonds to certain dealers (including
dealers depositing the Bonds into investment trusts) and others at prices lower than the aforesaid
initial offering prices and (iii) over -allot or effect transactions which stabilize or maintain the market
price of the Bonds at levels above those that might otherwise prevail in the open market and
discontinue such stabilizing, if commenced, at any time without prior notice. A "bona fide public
offering" shall include an offering to institutional investors or registered investment companies,
regardless of the number of such investors to which the Bonds are sold.
(e) At 8:00 a.m., Pacific Standard Time, on December , 2016, or at other time or date
as shall be agreed upon by the Underwriter and the Authority (such time and date being herein
referred to as the "Closing Date"), the Authority will deliver (i) to The Depository Trust Company
("DTC") or to U.S. Bank National Association, acting as DTC's agent, the Bonds in definitive form
(all Bonds being in book -entry form registered in the name of Cede & Co. and having the CUSIP
numbers assigned to them printed thereon), duly executed by the officers of the Authority and
authenticated by the Fiscal Agent, as provided in the Fiscal Agent Agreement, and (ii) to the
Underwriter, at the offices of Bond Counsel (as such term is defined below), or at such other place as
shall be mutually agreed upon by the Authority and the Underwriter, the other documents mentioned
in Section 3(d) below; and the Underwriter shall accept such delivery and pay the purchase price of
the Bonds in immediately available funds (such delivery and payment being herein referred to as the
"Closing").
2. Representations, Warranties and Agreements of the Authority. The Authority
represents, warrants and covenants to and agrees with the Underwriter that:
(a) The Authority is duly organized and validly existing as a joint exercise of powers
authority under the laws of the State of California and has duly authorized the formation of the
District pursuant to the Resolution of Formation and the Act. The Board of Directors, as the
legislative body of the Authority and the District, has duly adopted the District Resolutions, and has
caused to be recorded a Notice of Special Tax Lien in the real property records of the County of
Riverside as Document No. 2003-238653 and an Amended Notice of Special Lien recorded as
Document No. 2003-358388 (collectively, the "Notice of Special Tax Lien"). (The District
Resolutions and Notice of Special Tax Lien are collectively referred to herein as the "Formation
Documents"). Each of the Formation Documents remains in full force and effect as of the date
hereof and has not been amended, modified or supplemented. The District is duly organized and
validly existing as a community facilities district under the laws of the State of California (the
"State"). The Authority has, and at the Closing Date will have, as the case may be, full legal right,
power and authority (i) to execute, deliver and perform its obligations under this Purchase
Agreement, the Fiscal Agent Agreement, the Escrow Agreement and the Disclosure Agreement
(collectively, the "Authority Documents)" and to carry out all transactions contemplated by each of
the Authority Documents and the Official Statement; and (ii) to issue, sell and deliver the Bonds to
the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement and as
provided herein.
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(b) The Authority has complied, and will at the Closing Date be in compliance, in all
material respects, with the Formation Documents and the Authority Documents, and any immaterial
non-compliance by the Authority will not impair the ability of the Authority to carry out, give effect
to or consummate the transactions on its part contemplated by the foregoing. From and after the date
of issuance of the Bonds, the Authority will continue to comply with the covenants of the Authority
contained in the Authority Documents.
(c) The Board of Directors has duly and validly: (i) adopted the District Resolutions,
(ii) called, held and conducted in accordance with all requirements of the Act an election within the
District to approve the levy of the Special Tax within the District and to authorize bonded
indebtedness of the District, (iii) authorized and approved the issuance of the Bonds and due
performance by the Authority of its obligations set forth in the Authority Documents, (iv) authorized
the preparation, delivery and distribution of the Preliminary Official Statement and the Official
Statement, and (v) authorized and approved the performance by the Authority of its obligations
contained in, and the taking of any and all action as may be necessary to carry out, give effect to and
consummate the transactions contemplated by, each of the Authority Documents (including, without
limitation, the levy of the Special Tax), the Bonds and the Official Statement; and, at the Closing
Date, the Formation Documents will be in full force and effect and the Authority Documents and the
Bonds will constitute the valid, legal and binding obligations of the Authority and (assuming due
authorization, execution and delivery by other parties thereto, where necessary) will be enforceable
in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights in general and to the
application of equitable principles if equitable remedies are sought and to the limitations on legal
remedies against public agencies in the State.
(d) To the best of the Authority's knowledge, neither the Authority nor the District is in
breach of or default under any applicable law or administrative rule or regulation of the State or the
United States, or of any department, division, agency or instrumentality thereof, or under any
applicable court or administrative decree or order to which the Authority or the District is subject, or
under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other
instrument to which the Authority or District is a party or is otherwise subject or bound, a
consequence of which could be to materially and adversely affect the performance by the Authority
or the District of their respective obligations under the Bonds, the Formation Documents or the
Authority Documents, and compliance with the provisions of each thereof will not conflict with or
constitute a breach of or default under any applicable law or administrative rule or regulation of the
State or the United States, or of any department, division, agency or instrumentality thereof, or under
any applicable court or administrative decree or order to which the Authority or the District is
subject, or a material breach of or default under any loan agreement, note, resolution, indenture,
fiscal agent agreement, trust agreement, contract, agreement or other instrument to which the
Authority or the District is a party or is otherwise subject or bound.
(e) Except for compliance with blue sky or other states securities law filings, as to which
the Authority makes no representations, all approvals, consents, authorizations, elections and orders
of or filings or registrations with any State governmental authority, board, agency or commission
having jurisdiction which would constitute a condition precedent to, or the absence of which would
materially adversely affect, the performance by the Authority of its obligations hereunder, or under
the Formation Documents or the Authority Documents, have been obtained and are in full force and
effect.
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(f) The Special Tax constituting the source of funds for the payment of the Bonds has
been duly and lawfully authorized and may be levied under the Act, the State Constitution and the
applicable laws of the State; and such Special Tax constitutes a valid and legally binding continuing
lien on the properties on which it has been levied (except to the extent that any of such property has,
or at or prior to the Closing Date, will have, prepaid its Special Tax obligation); except as described
in the Official Statement, the Authority is unaware of any outstanding special assessment liens or
special tax liens applicable to any property within the District other than the Special Tax authorized
to be levied by the Authority on behalf of the District; and the Authority has no present intention of
conducting further proceedings leading to the levying of any additional special assessments or special
taxes against any such property.
(g) The Authority will not supplement or amend the Official Statement or cause the
Official Statement to be supplemented or amended without prior written notification to the
Underwriter. Until the date which is twenty-five (25) days after the "end of the underwriting period"
(as hereinafter defined), if any event shall occur of which the Authority is aware, as a result of which
it may be necessary to supplement the Official Statement in order to make the statements in the
Official Statement, in light of the circumstances existing at such time, not misleading, the Authority
shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any
information available to it for any supplement to the Official Statement necessary, in the
Underwriter's reasonable opinion, so that the statements therein as so supplemented will not be
misleading in light of the circumstances existing at such time; and the Authority shall promptly
furnish to the Underwriter a reasonable number of copies of such supplement. If any such
amendment or supplement of the Official Statement shall occur after the Closing Date, the Authority
also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments
and other documents as the Underwriter may reasonably deem necessary to evidence the truth and
accuracy of such amendment or supplement to the Official Statement. As used herein, the term "end
of the underwriting period" means the later of such time as (i) the Authority delivers the Bonds to
the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting
syndicate, an unsold balance of the Bonds for sale to the public; and unless the Underwriter gives
notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date.
Any notice delivered pursuant to this provision shall be written notice delivered to the Authority at or
prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the
"end of the underwriting period."
(h) The Fiscal Agent Agreement creates a valid pledge of the Special Taxes and the
moneys in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent
Agreement, the Special Tax Fund established pursuant to the Fiscal Agent Agreement, including the
investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting
the application thereof for the purposes and on the terms and conditions set forth therein. Until such
time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at
maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to
maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the
Authority will faithfully perform and abide by all of its obligations under the Fiscal Agent
Agreement.
(i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, regulatory agency, public board or body
with respect to which the Authority has been served with process or has received pleadings or
equivalent documents is pending or, to the best knowledge of the Authority, is threatened (i) which
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would materially adversely affect the ability of the Authority to perform its obligations under the
Bonds, the Formation Documents or the Authority Documents, or (ii) which seeks to restrain or to
enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in
accordance with the Fiscal Agent Agreement and the Escrow Agreement, or the collection or
application of the Special Tax pledged or to be pledged to pay the principal of and interest on the
Bonds, or the pledge thereof, or in any way contests or affects the validity or enforceability of the
Bonds, the Formation Documents, the Authority Documents, or any action contemplated by any of
said documents, or (iii) which in any way contests the completeness or accuracy of the Official
Statement or the powers or authority of the Authority with respect to the Bonds, the Formation
Documents, the Authority Documents, or any action of the Authority or the District contemplated by
any of said documents; nor is there any action pending with respect to which the Authority has been
served with process or has received pleadings or equivalent documents or, to the best knowledge of
the Authority, threatened against the Authority or the District which alleges that interest on the
Bonds is not excludable from gross income for federal income tax purposes or is not exempt from
California personal income taxation.
(j) The Authority will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in order
for the Underwriter to qualify the Bonds for offer and sale under the blue sky or other securities laws
and regulations of such states and other jurisdictions of the United States as the Underwriter may
designate; provided, however, the Authority shall not be required to register as a dealer or a broker of
securities or to consent to service of process in connection with any blue sky filing.
(k) Any certificate signed by any official of the Authority authorized by the Board of
Directors of the Authority to do so shall be deemed a representation and warranty to the Underwriter
as to the statements made therein.
(1) The Authority will apply the proceeds of the Bonds in accordance with the Fiscal
Agent Agreement and as described in the Official Statement.
(m) The information contained in the Preliminary Official Statement (other than any
information supplied by the Underwriter and any information regarding DTC or its book -entry
system, as to which no view is expressed) was as of the date thereof, and the information contained
in the Official Statement (other than any information supplied by the Underwriter, any information
regarding DTC or its book -entry system, and CUSIP numbers, as to which no view is expressed) is as
of its date and will be on the Closing Date, true and correct in all material respects; and such
information does not and shall not contain any untrue or misleading statement of a material fact or
omit to state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(n) The Preliminary Official Statement heretofore delivered to the Underwriter has been
deemed final by the Authority as of its date, except for the omission of such information as is
permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The Authority hereby
covenants and agrees that, within seven (7) business days from the date hereof, or, if sooner, upon
reasonable written notice from the Underwriter, within sufficient time to accompany any
confirmation requesting payment for Bonds from any customer of the Underwriter the Authority
shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a
quantity mutually agreed upon by the Underwriter and the Authority so that the Underwriter may
comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB.
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DOCSOC/1781996v2/200356-0141
(o) Except as disclosed in the Official Statement, the Authority is not, and has not been
within the last five (5) years, in material breach of any reporting obligation that it has undertaken
under Rule 15c2-12. To the best knowledge of the Authority neither the City of Temecula (the
"City") nor any public agency for which the City Council of the City serves as the legislative body
is, or has been within the last five (5) years, in material breach of any reporting obligation that it has
undertaken under Rule 15c2-12.
(p) Prior to the end of the underwriting period, the Authority shall not amend, terminate,
or rescind, and will not agree to any amendment, termination, or rescission of the Formation
Documents, the Authority Documents or this Purchase Agreement without the prior written consent
of the Underwriter (which consent shall not be unreasonably delayed or withheld).
(q) The Authority shall not voluntarily undertake any course of action inconsistent with
satisfaction of the requirements applicable to the Authority as set forth in this Purchase Agreement.
(r) The Authority shall not knowingly take or omit to take any action that, under existing
law, may adversely affect the exemption from personal income taxation of the State or the exclusion
from gross income for federal income tax purposes of the interest on the Bonds.
3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter
to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the
Underwriter, to the accuracy in all material respects of the representations and warranties on the part
of the Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in
all material respects of the statements of the officers and other officials of the Authority made in any
certificates or other documents furnished pursuant to the provisions hereof, to the performance by the
Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the
following additional conditions:
(a) At the Closing Date, the Formation Documents and the Authority Documents shall be
in full force and effect, and shall not have been amended, modified or supplemented, except as may
have been agreed to in writing by the Underwriter, and there shall have been taken in connection
therewith, with the issuance of the Bonds and the refunding of the 2005-B Bonds and with the
transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion
of Quint & Thimmig LLP ("Bond Counsel") shall be necessary and appropriate.
(b) The information contained in the Official Statement will, as of the Closing Date and
as of the date of any supplement or amendment thereto pursuant to Section 2(g) hereof, be true and
correct in all material respects and will not, as of the Closing Date or as of the date of any
supplement or amendment thereto pursuant to Section 2(g) hereof, contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(c) Between the date hereof and the Closing Date, the market price or marketability of
the Bonds at the initial offering prices set forth in the Official Statement or the ability of the
Underwriter to enforce contracts for the sale of Bonds shall not have been materially adversely
affected, in the reasonable judgment of the Underwriter (as evidenced by a written notice to the
Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds),
by reason of any of the following:
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DOCSOC/1781996v2/200356-0141
(1) legislation introduced in or enacted (or resolution passed) by the Congress of
the United States of America or recommended to the Congress by the President of the United States,
the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or
favorably reported for passage to either House of Congress by any committee of such House to
which such legislation had been referred for consideration or a decision rendered by a court
established under Article III of the Constitution of the United States of America or by the Tax Court
of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press
release or other form of notice issued or made by or on behalf of the Treasury Department or the
Internal Revenue Service of the United States of America, with the purpose or effect, directly or
indirectly, of imposing federal income taxation upon the interest that would be received by the
owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date
hereof;
(2) legislation introduced in or enacted (or resolution passed) by the Congress of
the United States of America, or an order, decree or injunction issued by any court of competent
jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form
of notice issued or made by or on behalf of the SEC, or any other governmental agency having
jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds,
or the Bonds, including any or all underlying arrangements, are not exempt from registration under
the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from
qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale
of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying
arrangements, as contemplated hereby or by the Official Statement is or would be in violation of the
federal securities laws, rules or regulations as amended and then in effect;
(3) any amendment to the federal or California Constitution or action by any
federal or State court, legislative body, regulatory body or other authority materially adversely
affecting the tax status of the Authority or the District, their respective properties, incomes, or
securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the
Authority to refund the 2005-B Bonds as contemplated by the Formation Documents, the Authority
Documents or the Official Statement;
(4) any event occurring, or information becoming known, which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any statement or
information contained in the Preliminary Official Statement or the Official Statement, or results in
the Preliminary Official Statement or the Official Statement containing any untrue statement of a
material fact or omitting to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading
misleading and (x) the Authority refuses to permit the Official Statement to be supplemented to
supply such statement or information or (y) the effect of any such supplement would be to materially
adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to
enforce contracts for the sale of the Bonds;
(5) a declaration of war or an escalation of, or engagement in, military hostilities
by the United States or the occurrence of any other national or international emergency or calamity
relating to the effective operation of the government of, or the financial community in, the United
States;
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DOCSOC/1781996v2/200356-0141
(6) the declaration of a general banking moratorium by federal, State of New
York or State of California authorities, or the general suspension of trading on any national securities
exchange or the fixing and maintaining in force of minimum or maximum prices for trading or
maximum ranges for prices for securities on the New York Stock Exchange or other national
securities exchange, whether by virtue of determination by that exchange or by order of the SEC or
any other governmental authority having jurisdiction;
(7) the imposition by the New York Stock Exchange or other national securities
exchange, or any governmental authority, of any material restrictions not now in force with respect to
the Bonds or obligations of the general character of the Bonds or securities generally, or the material
increase of any such restrictions now in force, including those relating to the extension of credit by,
or the charge to the net capital requirements of, the Underwriter;
(8) a material disruption in securities settlement, payment or clearance services
affecting the Bonds shall have occurred;
(9) there shall have been any material adverse change in the financial affairs of
the Authority or the District;
(10) there shall be filed or threatened any litigation described in Section 2(i);
(11) there shall be established any new restriction on transactions in securities
materially affecting the free market for securities (including the imposition of any limitation on
interest rates) or the extension of credit by, or a change to the net capital requirements of,
underwriters established by the New York Stock Exchange, the SEC, any other federal or State
agency or the Congress of the United States, or by Executive Order; or
(12) a stop order, release, regulation, or no -action letter by or on behalf of the SEC
or any other governmental agency having jurisdiction of the subject matter shall have been issued or
made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying
obligations as contemplated hereby or by the Official Statement, or any document relating to the
issuance, offering or sale of the Bonds is or would be in violation of any provision of federal
securities laws at the Closing Date.
(d) On the Closing Date, the Underwriter shall have received originals or true and correct
copies of the following documents, in either printed or electronic format in each case satisfactory in
form and substance to the Underwriter:
(1) The Formation Documents and the Authority Documents, together with a
certificate dated as of the Closing Date of the Secretary of the Authority to the effect that each such
document is a true, correct and complete copy of the one duly approved or adopted by the Board of
Directors;
(2) The Preliminary Official Statement and the Official Statement;
(3) An unqualified approving opinion of Bond Counsel, dated the Closing Date
and addressed to the Authority, in the form attached to the Official Statement as Appendix D, and a
letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that
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DOCSOC/1781996v2/200356-0141
such approving opinion may be relied upon by the Underwriter to the same extent as if such opinion
was addressed to it;
(4) A supplemental opinion of Bond Counsel, dated the Closing Date and
addressed to the Underwriter, to the effect that (i) the Escrow Agreement, the Authority Disclosure
Agreement and this Purchase Agreement have been duly authorized, executed and delivered by the
Authority, and, assuming such agreements constitute valid and binding obligations of the respective
other parties thereto, they constitute the legally valid and binding agreements of the Authority
enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy,
moratorium, insolvency or other laws affecting creditor's rights or remedies and by general
principles of equity (regardless of whether such enforceability is considered in equity or at law);
(ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as
amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture
Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and
under the captions "INTRODUCTION," "PLAN OF REFUNDING," "THE 2016 BONDS
(excluding the subheading "Scheduled Debt Service")," "SECURITY FOR THE 2016 BONDS,"
"TAX MATTERS," and Appendices C and D thereof is accurate, insofar as such information
purports to summarize or replicate certain provisions of the Act, the Bonds, the Escrow Agreement
and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax
purposes and exemption from State personal income taxes of interest on the Bonds present a fair and
accurate summary of such provisions; and (iv) the Special Taxes have been duly and validly
authorized in accordance with the provisions of the Act;
(5) An opinion, dated the Closing Date and addressed to the Authority and the
Underwriter of Quint & Thimmig LLP, in its capacity as the Authority's disclosure counsel
("Disclosure Counsel"), to the effect that, without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement, but on the
basis of their participation in conferences with representatives of the Authority and the District,
Richards, Watson & Gershon, A Professional Corporation, as counsel to the Authority, Bond
Counsel, Fieldman Rolapp & Associates, as financial advisor to the Authority, the Special Tax
Consultant (as such term is defined below), the Underwriter and others, and their examination of
certain documents, no facts have come to their attention which would lead them to believe that the
Official Statement as of its date or as of the Closing Date contained any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading (except that no opinion or belief need be expressed as to any financial, statistical,
economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps,
estimates, projections, assumptions or expressions of opinion, or any information about feasibility,
valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the
Appendices to the Official Statement or any information about debt service requirements, book -
entry, The Depository Trust Company, or tax exemption contained in the Official Statement);
(6) Evidence satisfactory to the Underwriter that Bond Counsel or an
independent certified public accountant has confirmed that the cash and/or Federal Securities to be
deposited with the Escrow Bank, as provided for in the Escrow Agreement, will be fully sufficient,
together with the interest to accrue thereon and the moneys then on deposit in the fund and accounts
provided for in the Fiscal Agent Agreement, to pay and discharge the indebtedness on the 2005-B
Bonds (including all principal, interest and redemption premiums) at or before their respective
maturity dates;
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(7) A defeasance opinion of Bond Counsel, dated the Closing Date and addressed
to the Underwriter and the Fiscal Agent, to the effect that, upon the deposit with the Escrow Bank as
provided for in the Escrow Agreement, the 2005-B Bonds will no longer be considered outstanding
within the meaning of the Fiscal Agent Agreement and will not have any lien on, or be payable from,
the "special tax revenues" as such term is defined in the Fiscal Agent Agreement;
(8) An opinion, dated the Closing Date and addressed to the Underwriter, of
Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriter's Counsel"), in form
and substance acceptable to the Underwriter;
(9) A certificate or certificates, dated the Closing Date and signed by an
authorized officer of the Authority, ratifying the use and distribution by the Underwriter of the
Preliminary Official Statement and the Official Statement in connection with the offering and sale of
the Bonds; and certifying that (i) the representations and warranties of the Authority contained in
Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date, except that all references therein to the Preliminary
Official Statement shall be deemed to be references to the Official Statement; (ii) to the best of his or
her knowledge, no event has occurred since the date of the Official Statement affecting the matters
discussed therein which should be disclosed in the Official Statement for the purposes for which it is
to be used in order to make the statements and information contained in the Official Statement not
misleading in any material respect; and (iii) the Authority has complied, in all material respects, with
all the agreements and satisfied all the conditions on its part to be performed or satisfied under the
Authority Documents and the Official Statement at or prior to the Closing Date;
(10) An opinion, dated the Closing Date and addressed to the Underwriter, of legal
counsel to the Authority, to the effect that (i) to the best of his or her knowledge and except as
disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at
law or in equity as to which the Authority is or would be a party, before or by any court,
governmental agency or body, pending and notice of which has been served on and received by the
Authority or, to the best of his or her knowledge, threatened against the Authority, challenging the
creation, organization or existence of the Authority or the District, or the validity of the Financing
Documents or contesting the authority of the Authority to enter into or perform its obligations under
any of such documents, or with respect to which an unfavorable decision, ruling or finding would
materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the
Formation Documents or the Authority Documents, or which seeks to restrain or enjoin the issuance,
sale and delivery of the Bonds or which challenges the exclusion from gross income for federal
income tax purposes or State of California personal income taxes of interest on the Bonds, or the
application of the proceeds thereof in accordance with the Fiscal Agent Agreement and the Escrow
Agreement, or the collection or application of the Special Tax to pay the principal of and interest on
the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the
Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any
action of the Authority contemplated by any of said documents; (ii) the Authority is duly organized
and validly existing as a joint exercise of powers authority under the laws of the State of California
and the District is duly organized and validly existing as a community facilities district under the
laws of the State of California, (iii) the Board of Directors has duly and validly adopted the
Formation Documents and Authority Documents at meetings of the Board of Directors which were
called and held pursuant to law and with all public notice required by law and at which a quorum was
present and acting throughout, and the Formation Documents and Authority Documents are now in
full force and effect and have not been amended; and (iv) to the best of such counsel's knowledge,
11
DOCSOC/1781996v2/200356-0141
the authorization, execution and delivery of the Authority Documents and compliance with the
provisions thereof by the Authority of its obligations thereunder, will not conflict with, or constitute a
breach or default under, in any material respect, any law, administrative regulation, court decree,
resolution, ordinance or other agreement to which the Authority or District is subject or by which it is
bound;
(11) One or more certificates dated the Closing Date from Albert A. Webb
Associates (the "Special Tax Consultant") addressed to the Authority and the Underwriter to the
effect that (i) the Special Tax, if collected in the maximum amounts permitted from the properties in
the District whose Special Tax will not have been prepaid in full at or before the Closing Date, and
without regard to the portion thereof levied to pay Administrative Expenses, will generate in each
Fiscal Year at least 110% of the debt service payable with respect to the Bonds and the 2012 Bonds
in the calendar year that begins in such Fiscal Year; (ii) all information appearing in the Official
Statement for which the Special Tax Consultant is identified as being the source is true and correct as
of the date of the Official Statement and as of the Closing Date; and (iii) the statements concerning
the Special Tax and the statistical and financial data set forth in the tables and discussion in the
Official Statement which were derived from information supplied by the Special Tax Consultant for
use in the Official Statement are true, correct and complete in all material respects and do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading and no events or occurrences have been ascertained by the Special Tax Consultant or
have come to its attention that would substantially change such information set forth in the Official
Statement;
(12) A certificate of the Authority dated the Closing Date, in a form acceptable to
Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended;
(13) A certificate of U.S. Bank National Association and an opinion of counsel to
U.S. Bank National Association, each dated the Closing Date and addressed to the Authority and the
Underwriter, in form satisfactory to Bond Counsel and Underwriter's Counsel, to the effect that U.S.
Bank National Association has authorized the execution and delivery of the Fiscal Agent Agreement
and the Escrow Agreement and that the Fiscal Agent Agreement and the Escrow Agreement are valid
and binding obligations of U.S. Bank National Association enforceable in accordance with their
terms;
(14) Evidence satisfactory to the Underwriter that a rating has been assigned to the
Bonds as described in the Official Statement and that such rating has not been revoked or revised;
(15) Written confirmation from the Authority's financial advisor (or an affiliate
thereof) and/or dissemination agent in a form acceptable to the Underwriter that the Authority has
timely filed materially complete disclosure reports in conformance with the Authority's continuing
disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years;
(16) Evidence that the federal tax information Form 8038-G has been prepared for
filing;
12
DOCSOC/1781996v2/200356-0141
(17) Evidence that notice of the defeasance of the 2005-B Bonds and termination
of disclosure obligations relating to the 2005-B Bonds has been prepared for filing with the EMMA
system of the MSRB; and
(18) Such additional legal opinions, certificates, instruments and other documents
as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof
and as of the Closing Date, of the statements and information contained in the Preliminary Official
Statement and the Official Statement, of the Authority's representations and warranties contained
herein and the due performance or satisfaction by the Authority at or prior to the Closing of all
agreements then to be performed and all conditions then to be satisfied by the Authority in
connection with the transactions contemplated hereby and by the Official Statement.
If the Authority shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase
Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the
Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase
Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further
obligation hereunder, except that the respective obligations of the Authority and the Underwriter set
forth in Section 5 hereof shall continue in full force and effect.
4. Conditions of the Authority's Obligations. The Authority's obligations hereunder are
subject to the Underwriter's performance of its obligations hereunder, and are also subject to the
following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly
authorized officer of the Authority executing the certificate referred to in Section 3(d)(9) hereof,
threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any
authority for or the validity of the Bonds, the Formation Documents, the Authority Documents or the
existence or powers of the Authority; and
(b) As of the Closing Date, the Authority shall receive the approving opinion of Bond
Counsel referred to in Section 3(d)(3) hereof, dated as of the Closing Date.
5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth
herein:
(a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or
cause to be paid (out of any legally available funds of the Authority or the District), all expenses
incident to the performance of the Authority's obligations hereunder, including, but not limited to,
the fees for the rating of the Bonds, the cost of printing and delivering the Bonds to DTC, the cost of
preparation, printing, distribution and delivery of the Preliminary Official Statement, and the Official
Statement (including any amendment thereof or supplement thereto), the reasonable cost of
confirming that the Authority has timely filed materially complete disclosure reports in conformance
with the Authority's continuing disclosure undertakings pursuant to Rule 15c2-12 in each of the last
five fiscal years; and all other agreements and documents contemplated hereby (and drafts of any
thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and
disbursements of the Underwriter's Counsel); and the fees and disbursements of the Fiscal Agent for
the Bonds and Bond Counsel, Disclosure Counsel and any accountants, engineers or any other
experts or consultants the Authority has retained in connection with the Bonds; and
13
DOCSOC/1781996v2/200356-0141
(b) The Authority shall be under no obligation to pay, and the Underwriter shall pay, any
fees of the California Debt and Investment Advisory Commission, the cost of obtaining CUSIP
numbers, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase
Agreement; and all other expenses incurred by the Underwriter in connection with its public offering
and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section),
including the fees and disbursements of its counsel and any advertising expenses.
6. Notices. Any notice or other communication to be given to the Authority under this
Purchase Agreement may be given by delivering the same in writing to the Authority at 41000 Main
Street, Temecula, California 92590, Attention: Director of Finance; and any notice or other
communication to be given to the Underwriter under this Purchase Agreement may be given by
delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery
Street, 35th Floor, San Francisco, CA 94104, Attention: Sara Oberlies Brown, Managing Director.
7. Parties in Interest. This Purchase Agreement is made solely for the benefit of the
Authority and the Underwriter (including their successors or assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof. The term "successor" shall not include any
owner of a Bond merely by virtue of such ownership.
8. Survival of Representations and Warranties. The representations and warranties of
the Authority set forth in or made pursuant to this Purchase Agreement shall not be deemed to have
been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this
Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter
(or statements as to the results of such investigations) concerning such representations and statements
of the Authority and regardless of delivery of and payment for the Bonds.
9. Effective. This Purchase Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be
valid and enforceable as of the time of such acceptance.
10. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior
negotiations, agreements and understandings between the parties hereto in relation to the sale of
Bonds for the Authority.
11. Governing Law. This Purchase Agreement shall be governed by the laws of the State
of California applicable to contracts made and performed in California.
14
DOCSOC/1781996v2/200356-0141
12. Counterparts. This Purchase Agreement may be executed simultaneously in several
counterparts, each of which shall be an original and all of which shall constitute one and the same
instrument.
Very truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Managing Director
ACCEPTED at a.m./p.m. PST:
TEMECULA PUBLIC FINANCING AUTHORITY
FOR AND ON BEHALF OF THE TEMECULA
PUBLIC FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
By:
Treasurer
15
DOCSOC/1781996v2/200356-0141
EXHIBIT A
MATURITY SCHEDULE
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
Maturity Date Principal
(September 1) Amount
Interest Rate
Yield Price
The purchase price of the Bonds shall be $ , which is the principal amount
thereof ($ ) plus net original issue premium of $ and less Underwriter's
discount of $
The Bonds shall be subject to redemption in accordance with the following:
Optional Redemption. The Bonds are subject to optional redemption prior to their stated
maturity on any Interest Payment Date occurring on or after September 1, 20 , as a whole, or in part
among maturities so as to maintain substantially level debt service on the Bonds and by lot within a
maturity, at a redemption price [equal to the principal amount of the Bonds to be redeemed, together
with accrued interest thereon to the date fixed for redemption, without premium]:
[TO COME]
A-1
DOCSOC/1781996v2/200356-0141
Mandatory Sinking Payment Redemption. 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
(maturity)
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
(maturity)
The amounts in the foregoing tables shall be reduced to the extent practicable so as to
maintain level debt service on the Bonds as a result of any prior partial redemption of the Bonds
pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as
specified in writing by the Treasurer to the Fiscal Agent.
Redemption from Special Tax Prepayments. Special Tax Prepayments and any
corresponding transfers from the Reserve Fund shall be used to redeem the Bonds on the next
Interest Payment Date for which notice of redemption can timely be given, by lot and allocated
among maturities of the 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:
[TO COME]
A-2
DOCSOC/1781996v2/200356-0141
EXHIBIT B
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
SPECIAL TAX REFUNDING BONDS, SERIES 2016
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he or she is the Executive Director of the
Temecula Public Financing Authority, and, as such, is duly authorized to execute and deliver this
certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the
Temecula Public Financing Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax
Refunding Bonds, Series 2016 (the "Bonds") in order to enable the underwriter of the Bonds to comply
with Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended (the
"Rule");
(2) in connection with the sale and issuance of the Bonds, there has been prepared a
Preliminary Official Statement dated November , 2016 setting forth information concerning the Bonds
and the Authority (the "Preliminary Official Statement"); and
(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final
within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering
price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth
in the Rule.
IN WITNESS WHEREOF, I have hereunto set my hand as of , 2016.
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
By:
Its: Executive Director
* Preliminary, subject to change.
B-1
DOCSOC/1781996v2/200356-0141
Quint & Thimmig LLP 10/7/16
10/16/16
ESCROW AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
dated as of December 1, 2016
relating to:
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
2006 Special Tax Refunding Bonds, Series A
and
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
2006 Special Tax Refunding Bonds, Subordinate Series B
20009.16:J14318
TABLE OF CONTENTS
Section 1. Establishment of Refunding Fund 1
Section 2. Deposit into Refunding Fund; Investment of Amounts 2
Section 3. Instructions as to Application of Refunding Fund 2
Section 4. Application of Proceeds from Prior Bond Funds 3
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement 3
Section 6. Proceedings for Redemption of Prior Bonds 3
Section 7. Compensation to Escrow Bank 3
Section 8. Liabilities and Obligations of Escrow Bank 3
Section 9. Resignation of Escrow Bank 5
Section 10. Amendment 5
Section 11. Unclaimed Moneys 5
Section 12. Execution in Counterparts 6
Section 13. Applicable Law 6
EXHIBIT A SCHEDULE OF PAYMENTS ON PRIOR BONDS
EXHIBIT B FORM OF NOTICE OF REDEMPTION
EXHIBIT C NOTICE OF DEFEASANCE
EXHIBIT D SCHEDULE OF FEDERAL SECURITIES
-i-
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of December 1, 2016, 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. 01-2 (HARVESTON) (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 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 September 1, 2006 (the
"Prior Fiscal Agent Agreement"), between U.S. Bank National Association, as fiscal agent (the
"Fiscal Agent") and the Authority, the Authority has issued its Temecula Public Financing
Authority Community Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds,
Series A and its Temecula Public Financing Authority Community Facilities District No. 01-2
(Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B (collectively, 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 December 1, 2016 (the "2016 Fiscal Agent
Agreement"), between the Authority and U.S. Bank National Association, as fiscal agent (the
"2016 Fiscal Agent"), special tax refunding bonds (the "Refunding Bonds") for the purpose 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(C) 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 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 and securities in the Refunding Fund
are hereby irrevocably pledged as a special fund for the payment of the principal of and interest
on, and the redemption price of, as applicable, the Prior Bonds in accordance with the
provisions of this Agreement and the Prior Fiscal Agent Agreement. The Escrow Bank shall
-1-
have no lien upon or right of set off against the funds at any time on deposit in the Refunding
Fund.
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. (a) 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 (i) proceeds of sale of the Refunding Bonds in the amount of
$ , and (ii) as described in Section 4 below, moneys held in the special tax fund
established under the Prior Fiscal Agent Agreement (the "Special Tax Fund") in the amount of
$ , and moneys in the reserve fund established under the Prior Fiscal Agent
Agreement (the "Reserve 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 Special Tax Fund and the Reserve Fund under the Prior Fiscal
Agent Agreement to the Refunding Fund as described in clause (ii) of the preceding sentence.
(b) The Escrow Bank shall invest $ of the moneys deposited into the
Refunding Fund pursuant to the preceding paragraph in the Federal Securities (as defined in
the Prior Fiscal Agent Agreement) described in Exhibit D attached hereto (the "Escrowed
Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed
Federal Securities shall be deposited with and held by the Escrow Bank in the Refunding Fund
solely for the uses and purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its opinion and accompanying schedules (the "Report") dated December , 2016, that the
Escrowed Federal Securities mature and bear interest payable in such amounts and at such
times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the
redemption of the outstanding Prior Bonds on March 1, 2017 (the "Redemption Date") at a
redemption price equal to the principal amount of the Prior Bonds to be redeemed, together with
accrued interest to the Redemption Date, without premium (the "Redemption Price"), as set
forth in Exhibit A hereto.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 3. Instructions as to Application of Refunding Fund. The cash and Escrowed
Federal Securities held in the Refunding Fund hereunder shall be applied by the Escrow Bank
for the sole purpose of paying the Redemption Price of the Prior Bonds on the Redemption Date
in accordance with Sections 2.03(A)(i) and (ii) of the Prior Fiscal Agent Agreement and the
schedule set forth in Exhibit A hereto. Following payment in full of the Redemption Price of the
Prior Bonds, any remaining amount on deposit in the Refunding Fund shall be transferred by the
Escrow Bank on March 2, 2017 to the 2016 Fiscal Agent, for deposit by the 2016 Fiscal Agent in
the Special Tax Fund established pursuant to Section 4.06 of the 2016 Fiscal Agent Agreement.
The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent
Agreement, is hereby irrevocably directed to apply the amounts in the Refunding Fund to the
-2-
redemption of the Prior Bonds pursuant to the preceding paragraph. The Escrow Bank is hereby
directed, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, to provide
notice of redemption (at the expense of the District) in substantially the form set forth in Exhibit
B hereto, as required under Section 2.03(D) of the Prior Fiscal Agent Agreement to effect such
redemption.
The Escrow Bank, in its capacity as Fiscal Agent, is hereby requested by the Authority,
and the Escrow Bank, in its capacity as Fiscal Agent, hereby agrees to promptly give notice of
the defeasance of the Prior Bonds in the form of defeasance notice attached hereto as Exhibit C.
Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow
Bank from the Authority or the Fiscal Agent under the Prior Fiscal Agent Agreement of certain
amounts on deposit in the Special Tax Fund and the Reserve Fund established under the Prior
Fiscal Agent Agreement, the Escrow Bank shall deposit such amounts in the Refunding Fund.
After making the foregoing deposit, 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 2016 Fiscal Agent 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, and redeeming, 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 March 1, 2017 pursuant to the
provisions of Sections 2.03(A)(i) and (ii) of the Prior Fiscal Agent Agreement. It is hereby
acknowledged that notice of such redemption is to be given by the Escrow Bank as described in
the second paragraph of Section 3 above, at the expense of the District.
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
-3-
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.
The Escrow Bank shall have no liability or obligation to the owners 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 2016 Fiscal Agent 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 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.
-4-
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.
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 for the payment and discharge of the
principal of, and the interest 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 pledge or lien under this Agreement, 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,
-5-
and interest on, the 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.
-6-
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.
Attest:
By:
Randi Johl,
Secretary
20009.16:J14318
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 01-2 (HARVESTON)
By:
Aaron Adams,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
By:
John Axt,
Vice President
[Signature page to Escrow Agreement — CFD 01-2 (Harveston)]
S-1
EXHIBIT A
SCHEDULE OF PAYMENTS ON PRIOR BONDS
Payment
Date
Interest
Called
Principal
Total Due
March 1, 2017 $ $ $
Exhibit A
EXHIBIT B
FORM OF NOTICE OF REDEMPTION
NOTICE OF FULL/FINAL REDEMPTION OF
Temecula Public Financing Authority
Community Facilities District No. 01-2 (Harveston)
2006 Special Tax Refunding Bonds, Series A
Maturity Amount Redemption Interest CUSIP
Date Called Datem Rate Number(2)
September 1, 2017 $ 100% 4.000% 87972R AM3
September 1, 2018 100 4.000 87972R AN1
September 1, 2019 100 4.125 87972R AP6
September 1, 2020 100 4.250 87972R AQ4
September 1, 2021 100 4.300 87972R AR2
September 1, 2022 100 4.300 87972R ASO
September 1, 2023 100 4.375 87972R AT8
September 1, 2024 100 4.375 87972R AU5
September 1, 2025 100 4.500 87972R AV3
September 1, 2031 100 4.500 87972R AX9
September 1, 2036 100 4.500 87972R AY7
and
Temecula Public Financing Authority
Community Facilities District No. 01-2 (Harveston)
2006 Special Tax Refunding Bonds, Subordinate Series B
Maturity Amount Redemption Interest CUSIP
Date Called Date(1) Rate Number(2)
September 1, 2017 $ 100% 4.850% 87972R BK6
September 1, 2018 100 4.875 87972R BL4
September 1, 2021 100 5.000 87972R BP5
September 1, 2026 100 5.000 87972R BQ3
September 1, 2036 100 5.100 87972R RR1
NOTICE is hereby given that the Temecula Public Financing Authority (the "Authority") has
called for redemption on March 1, 2017 (the "Redemption Date") all of its outstanding Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Subordinate Series B
which are listed above (collectively, the "Bonds"), at a redemption price equal to the principal amount
thereof plus accrued interest to the date of redemption (the "Redemption Price").
On the Redemption Date, the Redemption Price will become due and payable upon each
Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date.
Exhibit B
Page 1
Payment of principal will be made upon presentation of the Bonds on and after March 1,
2017, at one of the following addresses:
If by Mail: (Registered Bonds)
U. S. Bank National Association
Corporate Trust Services
P. O. Box 64111
St. Paul, MN 55164-0111
If by Hand or Overnight Mail:
U. S. Bank National Association
60 Livingston Avenue
1st Floor - Bond Drop Window
St. Paul, MN 55107
Interest on the Bonds shall cease to accrue on and after the Redemption Date.
Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal
backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time
the payment is made if the Bondowner's tax identification number is not properly certified. The Form
W-9 may be obtained from the Internal Revenue Service.
Dated: U.S. BANK NATIONAL
2016 ASSOCIATION, as Fiscal Agent
(1) Accrued interest to be added.
(2) Neither the Authority nor U.S. Bank National Association, as fiscal agent, shall be held responsible for the
selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this
Notice of Full/Final Redemption. They are included solely for convenience of the owners of the Bonds.
Exhibit B
Page 2
EXHIBIT C
NOTICE OF DEFEASANCE
Temecula Public Financing Authority
Community Facilities District No. 01-2
(Harveston)
2006 Special Tax Refunding Bonds, Series A
Maturity Amount CUSIP
Date Defeased Number
September 1, 2017
September 1, 2018
September 1, 2019
September 1, 2020
September 1, 2021
September 1, 2022
September 1, 2023
September 1, 2024
September 1, 2025
September 1, 2031
September 1, 2036
and
87972R AM3
87972R AN1
87972R AP6
87972R AQ4
87972R AR2
87972R ASO
87972R AT8
87972R AU5
87972R AV3
87972R AX9
87972R AY7
Temecula Public Financing Authority
Community Facilities District No. 01-2 (Harveston)
2006 Special Tax Refunding Bonds, Subordinate Series B
Maturity Amount CUSIP
Date Defeased Number
September 1, 2017
September 1, 2018
September 1, 2021
September 1, 2026
September 1, 2036
87972R BK6
87972R BL4
87972R BP5
87972R BQ3
87972R RR1
NOTICE IS HEREBY GIVEN, on behalf of the Temecula Public Financing Authority (the
"Authority") to the owners of the outstanding Temecula Public Financing Authority Community
Facilities District No. 01-2 (Harveston) 2006 Special Tax Refunding Bonds, Series A and Special
Tax Refunding Bonds, Subordinate Series B described above (collectively, the "Bonds"), that
pursuant to the Fiscal Agent Agreement pursuant to which the Bonds were issued (the "Fiscal Agent
Agreement") the lien of the Fiscal Agent Agreement with respect to the Bonds has been discharged
through the irrevocable deposit of cash and federal securities in an escrow fund (the "Refunding
Fund"). The Refunding Fund has been established and is being maintained pursuant to that certain
Escrow Agreement, dated as of December 1, 2016, by and between the Authority, for and on behalf
of the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the
"District"), and U.S. Bank National Association, as escrow bank. As a result of such deposit, the
Bonds are deemed to have been paid and defeased in accordance with the Fiscal Agent Agreement.
The pledge of the funds provided for under the Fiscal Agent Agreement and all other obligations of
the Authority and the District to the owners of the Bonds shall hereafter be limited to the application
of moneys in the Refunding Fund for the payment of the redemption price of the Bonds as described
below.
Exhibit C
Page 1
The cash and federal securities held in the Refunding Fund are calculated to provide
sufficient moneys to redeem the Bonds in full on March 1, 2017 at a redemption price equal to 100%
of the principal thereof plus accrued interest to such date.
DATED this day of , 2017
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
Exhibit C
Page 2
EXHIBIT D
SCHEDULE OF ESCROWED FEDERAL SECURITIES
Type Maturity Coupon Principal Price
State and Local Government Series Securities ("SLGs") March 1, 2017
Exhibit D
Quint & Thimmig LLP 10/9/16
10/11/16
ESCROW AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
dated as of December 1, 2016
relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Bonds, Series 2005-B
20009.15:J14323
TABLE OF CONTENTS
Section 1. Establishment of Refunding Fund 1
Section 2. Deposit into Refunding Fund; Investment of Amounts 2
Section 3. Instructions as to Application of Refunding Fund 2
Section 4. Application of Proceeds from Prior Bond Funds 3
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement 3
Section 6. Proceedings for Redemption of Prior Bonds 3
Section 7. Compensation to Escrow Bank 3
Section 8. Liabilities and Obligations of Escrow Bank 3
Section 9. Resignation of Escrow Bank 5
Section 10. Amendment 5
Section 11. Unclaimed Moneys 5
Section 12. Execution in Counterparts 6
Section 13. Applicable Law 6
EXHIBIT A SCHEDULE OF PAYMENTS ON PRIOR BONDS
EXHIBIT B FORM OF NOTICE OF REDEMPTION
EXHIBIT C NOTICE OF DEFEASANCE
EXHIBIT D SCHEDULE OF FEDERAL SECURITIES
-i-
ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of December 1, 2016, 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 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 (the
"Original Fiscal Agent Agreement"), between U.S. Bank National Association, as fiscal agent
(the "Fiscal Agent") and the Authority, as amended and supplemented by a First Supplemental
Fiscal Agent Agreement, dated as of August 1, 2005 and by a Second Supplemental Fiscal
Agent Agreement, dated as of August 1, 2002, each between the Authority and the Fiscal Agent
(the Original Fiscal Agent Agreement, as so amended and supplemented, being referred to
herein as the "Fiscal Agent Agreement"), the Authority has issued its Temecula Public Financing
Authority Community Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B
(the "Prior Bonds"); and
WHEREAS, the Authority has determined to issue, for and on behalf of the District,
pursuant to the Fiscal Agent Agreement, as amended and supplemented by a Third
Supplemental Fiscal Agent Agreement, dated as of December 1, 2016, between the Authority
and the Fiscal Agent (the Fiscal Agent Agreement, as so amended and supplemented, being
referred to herein as the "Revised Fiscal Agent Agreement"), special tax refunding bonds (the
"Refunding Bonds") for the purpose 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(C) 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 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
-1-
Refunding Fund as provided in this Agreement. All cash and securities in the Refunding Fund
are hereby irrevocably pledged as a special fund for the payment of the principal of and interest
on, and the redemption price of, as applicable, the Prior Bonds in accordance with the
provisions of this Agreement and the Fiscal Agent Agreement. 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.
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. (a) 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 (i) proceeds of sale of the Refunding Bonds in the amount of
$ , and (ii) as described in Section 4 below, moneys held in the special tax fund
established under the Fiscal Agent Agreement (the "Special Tax Fund") in the amount of
$ , and moneys in the subaccount of the reserve fund established
under the Fiscal Agent Agreement (the " Subaccount of the Reserve 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 Special Tax Fund
and the Reserve Fund under the Fiscal Agent Agreement to the Refunding Fund as described in
clause (ii) of the preceding sentence.
(b) The Escrow Bank shall invest $ of the moneys deposited into the
Refunding Fund pursuant to the preceding paragraph in the Federal Securities (as defined in
the Fiscal Agent Agreement) described in Exhibit D attached hereto (the "Escrowed Federal
Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal
Securities shall be deposited with and held by the Escrow Bank in the Refunding Fund solely for
the uses and purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its opinion and accompanying schedules (the "Report") dated December , 2016, that the
Escrowed Federal Securities mature and bear interest payable in such amounts and at such
times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the
redemption of the outstanding Prior Bonds on March 1, 2017 (the "Redemption Date") at a
redemption price equal to the principal amount of the Prior Bonds to be redeemed, together with
accrued interest to the Redemption Date, without premium (the "Redemption Price"), as set
forth in Exhibit A hereto.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Agreement.
Section 3. Instructions as to Application of Refunding Fund. The cash and Escrowed
Federal Securities held in the Refunding Fund hereunder shall be applied by the Escrow Bank
for the sole purpose of paying the Redemption Price of the Prior Bonds on the Redemption Date
in accordance with Sections 11.04(A)(i) of the Fiscal Agent Agreement and the schedule set
forth in Exhibit A hereto. Following payment in full of the Redemption Price of the Prior Bonds,
any remaining amount on deposit in the Refunding Fund shall be transferred by the Escrow
-2-
Bank on March 2, 2017 to the Fiscal Agent, for deposit by the Fiscal Agent in the Special Tax
Fund established pursuant to Section 4.06 of the Fiscal Agent Agreement.
The Escrow Bank, in its capacity as Fiscal Agent under the Fiscal Agent Agreement, is
hereby irrevocably directed to apply the amounts in the Refunding Fund to the redemption of the
Prior Bonds pursuant to the preceding paragraph. The Escrow Bank is hereby directed, in its
capacity as Fiscal Agent under the Fiscal Agent Agreement, to provide notice of redemption (at
the expense of the District) in substantially the form set forth in Exhibit B hereto, as required
under Sections 2.03(D) and 11.04(D) of the Fiscal Agent Agreement to effect such redemption.
The Escrow Bank, in its capacity as Fiscal Agent, is hereby requested by the Authority,
and the Escrow Bank, in its capacity as Fiscal Agent, hereby agrees to promptly give notice of
the defeasance of the Prior Bonds in the form of defeasance notice attached hereto as Exhibit C.
Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow
Bank from the Authority or the Fiscal Agent under the Fiscal Agent Agreement of certain
amounts on deposit in the Special Tax Fund and the Subaccount of the Reserve
Fund established under the Fiscal Agent Agreement, the Escrow Bank shall deposit such
amounts in the Refunding Fund.
After making the foregoing deposit, any other amounts remaining on deposit in or
accruing to any funds and accounts established under the Fiscal Agent Agreement shall be
applied as provided in the Fiscal Agent Agreement.
Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the terms
of the Fiscal Agent Agreement relating to the making of payments of the principal of and interest
on, and redeeming, 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 March 1, 2017 pursuant to the
provisions of Section 11.04(A)(i) of the Fiscal Agent Agreement. It is hereby acknowledged that
notice of such redemption is to be given by the Escrow Bank as described in the second
paragraph of Section 3 above, at the expense of the District.
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.
-3-
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 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.
The Escrow Bank shall have no liability or obligation to the owners 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 Fiscal Agent Agreement or the Revised Fiscal Agent 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 statements and correctness of the
opinions expressed therein, on any certificate or opinion furnished to it in accordance with this
Agreement or the 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.
-4-
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.
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 for the payment and discharge of the
-5-
principal of, and the interest 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 pledge or lien under this Agreement, 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 on, the 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.
-6-
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.
Attest:
By:
Randi Johl,
Secretary
20009.15:J14323
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-1 (CROWNE HILL)
By:
Aaron Adams,
Executive Director
U.S. BANK NATIONAL ASSOCIATION, as
Escrow Bank
By:
John Axt,
Vice President
[Signature page to Escrow Agreement — CFD 03-1 (Crowne Hill)]
S-1
EXHIBIT A
SCHEDULE OF PAYMENTS ON PRIOR BONDS
Payment Date Interest Called Principal Total Due
March 1, 2017 $ $ $
Exhibit A
EXHIBIT B
FORM OF NOTICE OF REDEMPTION
NOTICE OF FULL/FINAL REDEMPTION OF
Temecula Public Financing Authority
Community Facilities District No. 03-1 (Crowne Hill)
Special Tax Bonds, Series 2005-B
Maturity Amount Redemption Interest CUSIP
Date Called Date(>> Rate Number(2)
September 1, 2017 $ 100% 4.600% 87972K BK1
September 1, 2018 100 4.625 87972K BL9
September 1, 2019 100 4.700 87972K BM7
September 1, 2020 100 4.750 87972K BN5
September 1, 2021 100 4.800 87972K BPO
September 1, 2022 100 4.800 87972K BQ8
September 1, 2023 100 4.850 87972K BR6
September 1, 2030 100 5.000 87972K BT2
September 1, 2035 100 5.000 87972K BU9
NOTICE is hereby given that the Temecula Public Financing Authority (the "Authority") has
called for redemption on March 1, 2017 (the "Redemption Date") all of its outstanding Community
Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B which are listed above
(the "Bonds"), at a redemption price equal to the principal amount thereof plus accrued interest to
the date of redemption (the "Redemption Price").
On the Redemption Date, the Redemption Price will become due and payable upon each
Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date.
Payment of principal will be made upon presentation of the Bonds on and after March 1,
2017, at one of the following addresses:
If by Mail: (Registered Bonds)
U. S. Bank National Association
Corporate Trust Services
P. O. Box 64111
St. Paul, MN 55164-0111
If by Hand or Overnight Mail:
U. S. Bank National Association
60 Livingston Avenue
1st Floor - Bond Drop Window
St. Paul, MN 55107
Interest on the Bonds shall cease to accrue on and after the Redemption Date.
Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal
backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time
the payment is made if the Bondowner's tax identification number is not properly certified. The Form
W-9 may be obtained from the Internal Revenue Service.
Dated:
2016
(1) Accrued interest to be added.
Exhibit B
Page 1
U.S. BANK NATIONAL
ASSOCIATION, as Fiscal Agent
(2) Neither the Authority nor U.S. Bank National Association, as Fiscal Agent, shall be held responsible for the
selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this
Notice of Full/Final Redemption. They are included solely for convenience of the owners of the Bonds.
Exhibit B
Page 2
EXHIBIT C
NOTICE OF DEFEASANCE
Temecula Public Financing Authority
Community Facilities District No. 03-1
(Crowne Hill)
Special Tax Bonds, Series 2005-B
Maturity Amount CUSIP
Date Defeased Number
September 1, 2017
September 1, 2018
September 1, 2019
September 1, 2020
September 1, 2021
September 1, 2022
September 1, 2023
September 1, 2030
September 1, 2035
87972K BK1
87972K BL9
87972K BM7
87972K BN5
87972K BPO
87972K BQ8
87972K BR6
87972K BT2
87972K BU9
NOTICE IS HEREBY GIVEN, on behalf of the Temecula Public Financing Authority (the
"Authority") to the owners of the outstanding Temecula Public Financing Authority Community
Facilities District No. 03-1 (Crowne Hill) Special Tax Bonds, Series 2005-B (the "Bonds"), that
pursuant to the Fiscal Agent Agreement, as amended and supplemented, pursuant to which the
Bonds were issued (the "Fiscal Agent Agreement") the lien of the Fiscal Agent Agreement with
respect to the Bonds has been discharged through the irrevocable deposit of cash and federal
securities in an escrow fund (the "Refunding Fund"). The Refunding Fund has been established and
is being maintained pursuant to that certain Escrow Agreement, dated as of December 1, 2016, by
and between 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
escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in
accordance with the Fiscal Agent Agreement. The pledge of the funds provided for under the Fiscal
Agent Agreement and all other obligations of the Authority and the District to the owners of the
Bonds shall hereafter be limited to the application of moneys in the Refunding Fund for the payment
of the redemption price of the Bonds as described below.
The cash and federal securities held in the Refunding Fund are calculated to provide
sufficient moneys to redeem the Bonds in full on March 1, 2017 ata redemption price equal to 100%
of the principal thereof plus accrued interest to such date.
DATED this day of , 2017
U.S. BANK NATIONAL ASSOCIATION,
as Escrow Bank
Exhibit C
Page 1
EXHIBIT D
SCHEDULE OF ESCROWED FEDERAL SECURITIES
Type Maturity Coupon Principal Price
State and Local Government Series Securities ("SLGs") March 1, 2017
Exhibit D
CITY COUNCIL BUSINESS
Item No. 15
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Assistant City Manager
DATE: October 25, 2016
SUBJECT: Introduce an Ordinance Prohibiting the Possession, Distribution, and Sale of
Synthetic Drugs and Declaring Such Action to be a Public Nuisance (At the
Request of Mayor Naggar)
PREPARED BY: Greg Butler, Assistant City Manager
RECOMMENDATION: That the City Council introduce and read by title only an ordinance
entitled:
ORDINANCE NO. 16 -
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ADDING CHAPTER 8.56, PSYCHOACTIVE BATH
SALTS, PSYCHOACTIVE HERBAL INCENSE, AND OTHER
SYNTHETIC DRUGS TO THE TEMECULA MUNICIPAL CODE
SUMMARY OF
ORDINANCE: Adoption of the proposed ordinance will make it unlawful for:
(a) any person to possess, store, provide, distribute or sell any synthetic drug within
the City;
(b) any person to store, provide, sell or distribute or to permit the storage, provision,
sale or distribution of synthetic drugs from any real property owned, possessed,
managed or controlled by that person in the City;
(c) any person to store, provide, sell or distribute or to permit the storage, provision,
sale or distribution of a substance that has been placed on the United States
Drug Enforcement Agency watch list or the United States Food and Drug
Administration recall or important alert advisory from any real property owned,
possessed, managed or controlled by that person in the City.
BACKGROUND: Recreational use of psychoactive bath salts, psychoactive herbal
incense, and similar products commonly known as "synthetic drugs" has been documented to
cause hallucinations, agitation, psychosis, aggression, suicidal and homicidal ideations,
cannibalism, and death. While state and federal laws and regulations prohibit some synthetic
drugs, the makers of these drugs continually alter the composition of the compounds in their
products so as to escape the scope of those laws and regulations.
Synthetic drugs are extremely dangerous and are gaining popularity at an alarming rate among
high school and college aged individuals, as well as among parolees and probationers. These
drugs are widely available despite the state of California's attempt to ban such drugs under
Health and Safety Code sections 11375.5 (banning synthetic stimulant compounds and
derivatives) and 11401 (banning "analogs" of controlled substances) (collectively "State
Synthetic Drug Laws"), and the federal government's attempt to ban such drugs under the
Controlled Substances Act (the "CSA") (21 USC § 81 et seq.).
While the State Synthetic Drug Laws and the CSA prohibit certain compounds that are used to
create synthetic drugs, they are not comprehensive enough to eliminate the distribution and sale
of all synthetic drugs in the City. The makers of synthetic drugs continually alter the
composition of the compounds in their products so as to not come under the prohibition of the
State Synthetic Drug Laws, the CSA, and other law and regulations that attempt to prohibit the
sale of synthetic drugs. In fact, products which plainly are being marketed for use as synthetic
drugs are now being packaged with advertisements stating that the product does not contain
compounds specifically banned by the State Synthetic Drug Laws. In order to implement an
effective measure prohibiting the distribution and sale of synthetic drugs, it is necessary to look
at all factors related to the sales and marketing of synthetic drugs. These factors will help City
officials determine whether a product that does not come under the purview of State Synthetic
Drug Laws or the CSA is nevertheless a synthetic drug because it is intended for recreational
drug use.
While the question of whether a given product is being distributed or sold for use as a
recreational drug must be determined on a case by case basis, the following evidentiary factors
will be helpful in determining whether a given product is in fact a synthetic drug:
(1) Marketing. Synthetic drugs are rarely, if ever, suitable for their marketed uses.
For example, a synthetic drug in the form of a powder might be marketed as a "glass
cleaner," even though the powder cannot reasonably be used to clean glass.
(2) Sales Location. Synthetic drugs are typically sold in liquor stores, smoke shops
and gas stations, yet synthetic drugs are marketed as products that are not typically sold
by these businesses. For example, synthetic drugs are often marketed as bath salts,
spice, incense, potpourri, skin treatments, cleaning products and plant food; however,
these types of products are typically not sold in liquor stores, smoke shops or gas
stations.
(3) Warning Labels. Synthetic drugs often use warning labels such as: "not for
human consumption" and "not for purchase by minors". Bona fide bath salts, incense,
cleaning products and the like do not typically bear such labels. Of particular relevance
are labels that indicate a given product does not contain chemical compounds banned
by State Synthetic Drug Laws, which bona fide bath salts, incense, cleaning products
and the like would not have any reason to advertise.
(4) Price. Synthetic drugs are typically more expensive than products that are used
for the synthetic drug's marketed use. For example, a synthetic drug marketed as "glass
cleaner" might be priced at $50.00 for an 1/8 of an ounce, while bona fide glass cleaner
is priced at approximately $5.00 for 26 ounces.
(5) Similarity to Illicit Street Drugs. Synthetic drugs often resemble illicit street drugs
or use brand names and packaging that are designed to make the product appear
similar to illicit drugs. For example, many synthetic drugs are sold as white powders
packaged in vials (resembling cocaine) or dyed green to appear similar to marijuana.
Additionally, brand names are often similar to street slang for illicit drugs and have no
relation to the products that are purportedly being sold. These brand names are always
changing, a couple samples include "Eight Ballz" or "Spice,"; there is also a group of
synthetic drugs marketed as from "The Spice Guy".
The purpose and intent of the proposed ordinance is to provide the City with measures to
address the dangers to the community posed by synthetic drugs that are not regulated by state
or federal law and to protect the health safety and welfare of the community. An effective way
to prevent and abate these concerns that exist as a result of the marketing, distribution and sale
of synthetic drugs in manners that brazenly seek to circumvent state and federal law is through
the administrative, civil and criminal enforcement procedures set forth in the City's Municipal
Code.
A similar action was recently introduced by Riverside County Third District Supervisor Chuck
Washington, whereby Riverside County adopted Ordinance No. 932, which implements the
same prohibitions. San Luis Obispo County, San Bernardino County, San Diego County, Kern
County and the City of Los Angeles have all adopted similar ordinances.
FISCAL IMPACT: None — enforcement will be implemented using existing resources.
ATTACHMENTS: Ordinance
ORDINANCE NO. 16 -
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ADDING CHAPTER 8.56,
PSYCHOACTIVE BATH SALTS, PSYCHOACTIVE
HERBAL INCENSE, AND OTHER SYNTHETIC DRUGS TO
THE TEMECULA MUNICIPAL CODE
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS
FOLLOWS:
Section 1. Enactment of Chapter 8.56. Chapter 8.56, Psychoactive Bath
Salts, Psychoactive Herbal Incense, and other Synthetic Drugs, is hereby added to Title
11, Peace, Morals and Safety, of the Temecula Municipal Code to read as follows:
"Chapter 8.56 - PSYCHOACTIVE BATH SALTS, PSYCHOACTIVE HERBAL
INCENSE, AND OTHER SYNTHETIC DRUGS
Sections:
8.56.010 Purpose and Intent.
8.56.020 Definitions.
8.56.030 Possession, Storage, Provision, Sale and Distribution of
Synthetic Drugs Prohibited.
8.56.040 Exemptions.
8.56.050 Public Nuisance.
8.56.060 Confiscation of Synthetic Drugs.
8.56.070 Modification, Suspension, or Revocation of Permit, License or
other Grant of Authority.
8.56.080 Penalties.
8.56.010 — Purpose and Intent.
(a) Recreational use of psychoactive bath salts, psychoactive herbal
incense, and similar products commonly known as "synthetic drugs" has been
documented to cause hallucinations, agitation, psychosis, aggression, suicidal
and homicidal ideations, cannibalism, and death. While state and federal laws
and regulations prohibit some synthetic drugs, the makers of these drugs
continually alter the composition of the compounds in their products so as to
escape the scope of those laws and regulations. The purpose and intent of this
Chapter is to provide the City with measures to address the dangers to the
community posed by synthetic drugs that are not regulated by state or federal
law and to protect the health safety and welfare of the community.
(b) Synthetic drugs are extremely dangerous and are gaining
popularity at an alarming rate among high school and college aged individuals,
as well as among parolees and probationers. These drugs are widely available
despite the state of California's attempt to ban such drugs under Health and
Safety Code sections 11375.5 (banning synthetic stimulant compounds and
derivatives) and 11401 (banning "analogs" of controlled substances) (collectively
"State Synthetic Drug Laws"), and the federal government's attempt to ban such
drugs under the Controlled Substances Act (the "CSA") (21 USC § 81 et seq.).
The City Council further finds that the dangers of synthetic drugs, which have
been documented to cause hallucinations, agitations, psychosis, aggression,
suicidal and homicidal ideations, cannibalism and death, require regulation.
(c) While the State Synthetic Drug Laws and the CSA prohibit certain
compounds that are used to create synthetic drugs, they are not comprehensive
enough to eliminate the distribution and sale of all synthetic drugs in the City.
Specifically, the City Council finds that the makers of synthetic drugs continually
alter the composition of the compounds in their products so as to not come under
the prohibition of the State Synthetic Drug Laws, the CSA, and other law and
regulations that attempt to prohibit the sale of synthetic drugs. In fact, products
which plainly are being marketed for use as synthetic drugs are now being
packaged with advertisements stating that the product does not contain
compounds specifically banned by the State Synthetic Drug Laws. Thus the City
Council finds that in order to implement an effective measure prohibiting the
distribution and sale of synthetic drugs, it is necessary to look at all factors
related to the sales and marketing of synthetic drugs. These factors will help City
officials determine whether a product that does not come under the purview of
State Synthetic Drug Laws or the CSA is nevertheless a synthetic drug because
it is intended for recreational drug use.
(d) While the question of whether a given product is being distributed
or sold for use as a recreational drug must be determined on a case by case
basis, the City Council finds that the following evidentiary factors are helpful in
determining whether a given product is in fact a synthetic drug:
(1) Marketing. Synthetic drugs are rarely, if ever, suitable for
their marketed uses. For example, a synthetic drug in the form of a powder
might be marketed as a "glass cleaner," even though the powder cannot
reasonably be used to clean glass.
(2) Sales Location. Synthetic drugs are typically sold in liquor
stores, smoke shops and gas stations, yet synthetic drugs are marketed as
products that are not typically sold by these businesses. For example, synthetic
drugs are often marketed as bath salts, spice, incense, potpourri, skin
treatments, cleaning products and plant food; however, these types of products
are typically not sold in liquor stores, smoke shops or gas stations.
(3) Warning Labels. Synthetic drugs often use warning labels
such as: "not for human consumption" and "not for purchase by minors". Bona
fide bath salts, incense, cleaning products and the like do not typically bear such
labels. Of particular relevance are labels that indicate a given product does not
contain chemical compounds banned by State Synthetic Drug Laws, which bona
fide bath salts, incense, cleaning products and the like would not have any
reason to advertise.
(4) Price. Synthetic drugs are typically more expensive than
products that are used for the synthetic drug's marketed use. For example, a
synthetic drug marketed as "glass cleaner" might be priced at fifty dollars
($50.00) for an eighth (1/8) of an ounce, while bona fide glass cleaner is priced at
approximately five dollars ($5.00) for twenty six (26) ounces.
(5) Similarity to Illicit Street Drugs. Synthetic drugs often
resemble illicit street drugs or use brand names and packaging that are designed
to make the product appear similar to illicit drugs. For example, many synthetic
drugs are sold as white powders packaged in vials (resembling cocaine) or dyed
green to appear similar to marijuana. Additionally, brand names are often similar
to street slang for illicit drugs and have no relation to the products that are
purportedly being sold. These brand names are always changing, but include
"Eight BaIlz," "Spice," "Black Mamba," "K-2," "Puff," "Sugar Sticks," "Green
Buddha," "Diablo Botanical Incense," "Scooby Snax," "Potpourri," "Grape Ape
Herbal Incense," "Three Monkey Incense," "Mr. And Mrs. Marley," "Cloud 9
Incense," and a group of synthetic drugs marketed as from "The Spice Guy".
(e) An effective way to prevent and abate the health, safety and
welfare concerns that exist as a result of the marketing, distribution and sale of
synthetic drugs in manners that brazenly seek to circumvent state and federal
law is through the administrative, civil and criminal enforcement procedures set
forth in Title 1 of this Code. This Chapter shall not apply to any activity already
regulated by the state synthetic drug laws, the CSA or any other applicable state
or federal law or regulation.
8.56.020 — Definitions.
As used in this Chapter, the following words, terms and phrases shall have the
following meanings, unless a different meaning is apparent from the context or is
specified elsewhere in this Chapter:
(a) "Business" shall mean and include professions, trades, vocations,
enterprises, establishments, occupations, and all and every kind of calling, any of
which are conducted, transacted or carried on for the purpose of earning in whole
or in part a profit or livelihood, whether or not a profit or livelihood actually is
earned thereby, whether paid in money, goods, labor, or otherwise. This
definition shall apply to business establishments located within the City that are
operated at a fixed physical location and those that are operated on a mobile
basis by a mobile -operator.
(b) "Consume," "consuming" and "consumption" means to ingest,
inhale, inject, smoke or snort (insufflate).
(c) "Distribute," "distributing" and "distribution" means to furnish, give
away, exchange, transfer, deliver or supply, whether for monetary gain or not.
(d) "Person" includes any natural person, business, firm, company,
corporation, public corporation, club, trust, partnership, association and similar
organization.
(e) "Possess," "possessing" and "possession" means to have for
consumption, distribution or sale in one's actual or constructive custody or
control, or under one's authority or power, whether such custody, control,
authority or power be exercised solely or jointly with others.
(f) "Provide," "providing" and "provision" means offering to distribute or
sell a product or substance to any person.
(g) "Psychoactive Bath Salts" means any crystalline or powder product
that contains a synthetic chemical compound that, when consumed, elicits
psychoactive or psychotropic stimulant effects. The term "psychoactive bath
salts" includes, without limitation:
(1) Products that elicit psychoactive or psychotropic stimulant
effects and contain any of the following substances:
Salvia divinorum or Salvinorum A; all parts of the
plant presently classified botanically as Salvia divinorum, whether growing or not,
the seeds thereof, any extract from any part of such plant, and every compound,
manufacture, salts derivative, mixture or preparation of such plant, its seeds or
extracts;
ii. Kratom or Biak-Biak; all parts of the plant presently
classified botanically as Mitragyna Speciosa, whether growing or not, the seeds
thereof, any extract from any part of such plant, and every compound,
manufacture, salts derivative, mixture or preparation of such plant, its seeds, or
extracts;
Cathinone (2 -am ino-1-phenyl-1-propane), 4-
methylmethcathinone (2-methylam ino-1 -(4-methylphenyl)propan-1 -one), 4-
methoxymethcathinone(1 -(4-methoxyphenyl)-2-(methylam ine)propan-1 -one),
MDPV (methylenedioxypyrovalerone), methylene (3,4-m ethylenedioxy-N-
methylcathinone), methcathinone (2-(methylam ino)-1 -phenyl-propan-1 -one),
flephedrone (4-fluoromethcathinone), 3 -FMC (3-fluoromethcathinone),
ethcathinone (2-ethylamino-1 -phenyl-propan-1 -one), butylone f3-keto-N-
methylbenzodioxolylbutamine), a -PPP (a-pyrrolidinopropiophenone), MPPP (4-
methyl-a-pyrrolidinopropiophenone), M DPP P (3',4'-methylenedioxy-a-
pyrrolidinopropiophenone), .-PVP (1-phenyl-2-(1-pyrrolidinyl)-1-pentanone) or
naphyrone (1-naphthalen-2-y1-2-pyrrolidin-1-ylpentan-1-one);
iv. Any derivative of the above listed compounds;
v. Any synthetic substance and its isomers with a
chemical structure similar to the above listed compounds;
vi. Any chemical alteration of the above listed
compounds; or
vii. Any other substantially similar chemical structure or
compound; and
(2) Products that elicit psychoactive or psychotropic stimulant
effects and are marketed under any of the following trade names: Bliss, Blizzard,
Blue Silk, Bonzai Grow, Charge Plus, Charlie, Cloud Nine, Euphoria, Hurricane,
Ivory Snow, Ivory Wave, Lunar Wave, Ocean, Ocean Burst, Pixie Dust, Posh,
Pure Ivory, Purple Wave, Red Dove, Scarface, Snow Leopard, Stardust, Vanilla
Sky, White Dove, White Night, and White Lightning.
(3) The term "psychoactive bath salts" shall not include any
product, substance, material, compound, mixture or preparation that is
specifically excepted by the California Uniform Controlled Substances Act
("UCSA") (Health and Safety Code sections 11053-11058), regulated by one of
the UCSA Synthetic Drug Laws (Health and Safety Code sections 11357.5,
11375.5 and 11401), regulated by the Federal Controlled Substances Act (the
"CSA") (21 U.S.C. section 81 et seq.) or approved by the Food and Drug
Administration ("FDA").
(h) "Psychoactive Herbal Incense" means any organic product
consisting of plant material that contains a synthetic stimulant compound that,
when consumed, elicits psychoactive or psychotropic euphoric effects. The term
"psychoactive herbal incense" includes, without limitation:
(1) Products that elicit psychoactive or psychotropic euphoric
effects and contain any of the following substances:
Cannabicyclohexanol (2-[(1 R,3S)-3-
hydroxycyclohexyl]-5-(2-methylnonan-2-yl)phenol), JWH-018 (naphthalen-1-y1-(1-
pentylindol-3-y1) methanone), JWH-073 (naphthalen-I-y1-(1-butylindol-3-
yI)methanone), JWH-200 (1-(2-morpholin-4-ylethyl)indol-3-yI)-naphthalen-1-
ylmethanone, HU -210 or 1.1-dimethylhepty1-11-hydroxy-delta8-
tetrahydrocannabinol) (6aR,10aR)-9-(hydroxymethyl)-6,6-dimethyl-3-(2-
methyloctan-2-yI)-6a,7,10,10a-tetrahydrobenzo[c] chromen-1-o1), CP 47, 497 (2-
[(1R, 3S)-3-hydroxycyclohexyl]-5-(2-methyloctan-2-yl)phenol)
2-
[(1R,3S)-3-hydroxycyclohexyl]-5-(2-methyloctan-2-y1)phenol) and the
dimethylhexyl, dimethyloctyl and dimethylnonyl homologues of CP -47, 497, AM -
2201 (' 1-[(5-fluoropentyl)-1 H-indol-3-yl]-(naphthalen-1-yl)methanone), 1-Pentyl-
3-(2-methoxyphenylacetyl)indole (also known as JWH-250), 1-Hexyl-3-(1-
naphthoyl)indole (also known as JWH-019), 1-Pentyl-3-(4-chloro-1-
naphthoyl)indole (also known as JWH-398), N-benzylpiperazine (also known as
BZP), 1-(3-trifluoromethylphenyl)piperazine (also known as TFMPP);
ii. Any derivative of the above listed compounds;
iii. Any synthetic substance and its isomers with a
chemical structure similar to the above listed compounds;
compounds;
compound; or
iv. Any chemical alteration of the above listed
v. Any other substantially similar chemical structure or
vi. Any other synthetic cannabinoid; and
(2) Products that elicit psychoactive or psychotropic euphoric
effects and are marketed under any of the following trade names: K2, K3, Spice,
Genie, Smoke, Potpourri, Buzz, Spice 99, Voodoo, Pulse, Hush, Mystery,
Earthquake, Stinger, Ocean Blue, Serenity, Fake Weed, and Black Mamba.
(3) The term "psychoactive herbal incense" shall not include any
product, substance, material, compound, mixture or preparation that is
specifically excepted by the California Uniform Controlled Substances Act
("UCSA") (Health and Safety Code sections 11053-11058), regulated by one of
the UCSA Synthetic Drug Laws (Health and Safety Code sections 11357.5,
11375.5 and 11401), regulated by the Federal Controlled Substances Act (the
"CSA") (21 U.S.C. section 81 et seq.) or approved by the Food and Drug
Administration ("FDA").
(i) "Psychoactive or psychotropic euphoric effects" means affecting the
central nervous system or brain function to change perception, mood,
consciousness, cognition or behavior in ways that are similar to the effects of
cannabis.
(j) "Psychoactive or psychotropic stimulant effects" means affecting
the central nervous system or brain function to change perception, mood,
consciousness, cognition or behavior in ways that are similar to the effects of
cocaine, methylphenidate or amphetamines.
(k) "Sell," "selling" and "sale" mean to furnish, exchange, transfer,
deliver or supply for monetary gain.
(I) "Synthetic Drug" includes "psychoactive bath salts" and
"psychoactive herbal incense," as those terms are defined in this Section.
8.56.030 — Possession, Storage, Provision, Sale and Distribution of
Synthetic Drugs Prohibited.
(a) It is unlawful for any person to possess, store, provide, distribute or
sell any synthetic drug within the City.
(b) It is unlawful for any person to store, provide, sell or distribute or to
permit the storage, provision, sale or distribution of synthetic drugs from any real
property owned, possessed, managed or controlled by that person in the City.
(c) It is unlawful for any person to store, provide, sell or distribute or to
permit the storage, provision, sale or distribution of a substance that has been
placed on the United States Drug Enforcement Agency watch list or the United
States Food and Drug Administration recall or important alert advisory from any
real property owned, possessed, managed or controlled by that person in the
City.
(d) The enforcing officer may consider any of the following evidentiary
factors to determine if the product is a synthetic drug:
(1) The product is not suitable for its marketed use (such as
crystalline or powder being marketed as "glass cleaner");
(2) The person or business providing, distributing or selling the
product does not typically provide, distribute or sell products that are used for
that product's marketed use (such as a liquor store selling "plant food");
(3) The product contains a warning label that is not typically
present on products that are used for that product's marketed use (such as "not
for human consumption," "not for purchase by minors" or "does not contain
chemicals banned by Health and Safety Code section 11375.5");
(4) The product is significantly more expensive than products
that are used for that product's marketed use (such as a half of a gram of a
substance marketed as "glass cleaner" costing fifty dollars ($50.00));
(5) The product resembles an illicit street drug (such as cocaine
or methamphetamine or marijuana);
(6) The product's name or packaging uses images or slang
referencing an illicit drug (such as "Eight BaIlz" or "Green Buddha");
(7) The product's name or ingredient can be found on the United
States Drug Enforcement Agency watch list or the United States Food and Drug
Administration recall or important alert advisory; or
(8) Merely disclaiming a synthetic drug as "not safe for human
consumption" will not avoid the application of this Section.
8.56.040 — Exemptions. This Chapter shall not apply to any of the following:
(a) Drugs or substances lawfully prescribed or to chemical compounds
that have been approved by the Federal Food and Drug Administration or are
specifically permitted by state law, including the compounds that are exempt
under the California Uniform Controlled Substances Act (Health and Safety Code
section 11000 et seq.).
(b) Drugs or substances that are prohibited by state or federal law,
including, without limitation, the state Synthetic Drug Laws and the Federal
Controlled Substances Act.
(c) Any activity already regulated by the state Synthetic Drug Laws and
the Federal Controlled Substances Act.
(d) Any act that is permitted, prohibited or preempted by any state or
federal law or regulation."
8.56.50— Public Nuisance.
(a) It is a public nuisance for any person to provide, distribute, or sell
any prohibited synthetic drug.
(b)It is a public nuisance for any person to allow the provision, distribution,
or sale of any prohibited synthetic drug on property owned, controlled or
managed by such person.
(c) It is a public nuisance for any person to provide, distribute, or sell
any substance claimed or represented to be a prohibited synthetic drug.
(d) It is a public nuisance for any person to allow the provision,
distribution, or sale of any substance claimed or represented to be a prohibited
synthetic drug on property owned, controlled or managed by such person.
(e) The storage, provision, sale or distribution of any synthetic drug
from any property, structure or building in the City is declared to be a public
nuisance.
(f) In addition to the penalties provided in Section 8.56.070 of this
Chapter, any property used in violation of any provision of this Chapter shall
constitute a public nuisance and may be abated by the City by civil process by
means of a restraining order, a preliminary or permanent injunction, or in any
manner provided by law for the abatement of such nuisance, including without
limitation, the provisions of Chapter 8.12 of this Code. All remedies herein are
cumulative and non-exclusive.
8.56.060 — Confiscation of Synthetic Drugs.
(a) Because the use of synthetic drugs has been documented to cause
hallucinations, agitation, psychosis, aggression, suicidal and homicidal ideations,
cannibalism and death, any violation of this Chapter presents a grave and
imminent danger not only to the person consuming the synthetic drug, but also to
the public at large. Any police officer who issues a criminal citation under this
Chapter shall confiscate any synthetic drugs and store them, pending the
conclusion of the criminal case.
(b) Any products or substances possessed, provided, distributed or
sold in violation of any provision of this Chapter shall be seized and stored in
accordance with law.
8.56.070— Modification, Suspension, or Revocation of Permit, License or
other Grant of Authority.
If a person violates any provision of this Chapter, then in addition to any other
enforcement action or remedy authorized by this Code or other applicable law,
such violation may be grounds for modification, suspension, or revocation of any
permit, license, or other grant of authority by the City issued to the person, or
issued to any business, firm, company, corporation, public corporation, club trust
partnership, association, or similar organization owned, controlled, or managed
by such person, including without limitation the permits issued pursuant to
Chapter 5.24 of the Code, Tobacco Retailers, in accordance with the procedures
set forth in this Code or other applicable law.
8.56.080 — Penalties.
(a) Criminal Violation. Any person who violates any provision of this
Chapter shall be guilty of a misdemeanor and is subject to prosecution pursuant
to the provisions of Chapters 1.16 and 1.20 of Title 1 of this code.
(b) Administrative Citations. Any person who violates any provision of
this Chapter shall be guilty of violating the Temecula Municipal Code and may be
issued an administrative citation and be subject to the applicable punishments
pursuant to Chapter 1.21 of Title 1 of this code.
(c) Non -exclusivity. Nothing in this Chapter shall limit or preclude the
enforcement of any other applicable laws or remedies available for violations of
this Chapter, including but not limited to, the enforcement provisions of Title 1 of
the Temecula Municipal Code and nuisance abatement proceedings.
(d) Daily Offense. Each person committing, causing, or maintaining a
violation of this Chapter or failing to comply with the requirements set forth in this
Chapter shall be deemed guilty of a separate offense for each and every day
during any portion of which any violation of any provision of this Chapter is
committed, continued, maintained or permitted by such person and shall be
punishable accordingly."
Section 2. Severability. If any provision, clause, sentence or paragraph of this
Ordinance or the application thereof to any person or circumstances shall be held
invalid, such invalidity shall not affect the other provisions of this Ordinance which can
be given effect without the invalid provision or application, and to this end, the
provisions of this Ordinance are hereby declared to be severable.
Section 3. Certification. The City Clerk shall certify to the passage and
adoption of this Ordinance and shall cause the same to be published or posted in the
manner required by law.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this day of
Michael S. Naggar, Mayor
ATTEST:
Randi Johl, City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, do hereby certify that the
foregoing Ordinance No. 16- was duly introduced and placed upon its first reading at a
meeting of the City Council of the City of Temecula on the 25th day of October, 2016, and
that thereafter, said Ordinance was duly adopted by the City Council of the City of
Temecula at a meeting thereof held on the day of , , by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Randi Johl, City Clerk
DEPARTMENT REPORTS
Item No. 16
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Council
FROM: Aaron Adams, City Manager
DATE: October 25, 2016
SUBJECT: City Council Travel/Conference Report
PREPARED BY: Sue Steffen, Executive Assistant
RECOMMENDATION: Receive and file.
On October 5, 2016 Mayor Pro Tem Maryann Edwards and Council Member Matt Rahn traveled
to Long Beach, California to attend the League of California Cities Annual Conference.
ATTACHMENT: Meeting Agenda
TENTATIVE SCHEDULE OF EVENTS
As of May 10, 2016 (subject to change)
Wednesday, October 5
8:00 am -6:00 pm
9:00 - 10:30 am
9:00 - 11:00 am
10:00 a.m.-2:30 pm
10:30 - 11:45 am
10:30 a.m. - Noon
11:45 am -1:15 pm
1:00 - 1:30 pm
1:30 - 2:45 p.m
3:00 - 5:00 pm.
5:00 - 7:00 pm
7:00 - 10:00 pm
Registration Open Long Beach Convention Center
Policy Committees (at hotel)
AB 1234 Ethics Training
City Clerks Workshop
Education
Policy Committees (at hotel)
Regional Division Lunches
First Time Attendee Orientation
Department Business Meetings
Opening General Session - Keynote Address
Grand Opening Expo Hall & Host City Reception
CitiPAC — 11th Annual Leadership Reception
Thursday, October 6
7:00 a.m. - 4:00 pm
8:00 - 9:30 am
9:00 a.m.-4:00 pm
9:45 - 11:45 am
11:30 am -1:00 pm
1:00 - 2:15 pm
Registration Open
Education
Expo Open
General Session - Keynote Address
Attendee Lunch in Expo Hall (exhibitor exclusive; no competing events)
General Resolutions Committee
1:00 - 2:15 pm Education
2:15 - 2:45 pm Caucus Board Meetings
2:45 - 4:00 pm Education
4:15 - 5:30 pm Education
4:00 - 5:30 pm Board of Directors Meeting
5:30 pm -Evening Networking Receptions - Caucus, League Partners, Divisions
Friday, October 7
7:30 - 10:00 am Registration Open
7:30 - 8:45 am Regional Division Breakfasts
9:00 - 10:15 am Education
10:30 - 11:45 am Education
Noon - 2:00 pm Closing Luncheon with Voting Delegates & General Assembly
2:00 pm Adjourn
NOTE: Conference Registration is required to attend Department meetings, Division Meetings,
and General Assembly/Annual Business Meeting as an attendee and/or Voting Delegate.
Item No. 17
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Luke Watson, Community Development Director
DATE: October 25, 2016
SUBJECT: Community Development Department Monthly Report
PREPARED BY: Lynn Kelly -Lehner, Principal Management Analyst
RECOMMENDATION: Receive and file.
CURRENT PLANNING ACTIVITIES
New Cases: In September, Planning received 14 new applications, including 6 pre -applications. A detailed
account of current planning activities is attached to this report.
Old Town Boutique Hotel: On February 18, 2016, staff received an application fora Development Plan to
construct a five -story 155,630 square foot hotel. The 151 room hotel will extend the entire length of 3rd Street
between Old Town Front Street and Mercedes. A six -story parking structure for hotel valet parking will be
located directly across 3rd Street. Amenities include restaurant and retail space, meeting and banquet rooms,
and a pool. A Supplemental Environmental Impact Report will be prepared by ESA. (JONES)
Audi Dealership: On February 18, 2015, staff received a pre- application for a 37,000 square foot Audi
dealership to be located on Temecula Center Drive, adjacent to 1-15 and south of the existing Mercedes-Benz
of Temecula dealership. A Development Plan application was filed for the project on April 6, 2015. A
community meeting was held with the Harveston community on March 25, 2015 and approximately 20
Harveston residents attended the meeting and were positive about the addition of the Audi dealership to the
community. A Supplemental EIR was available for public review from July 20, through September 8, 2015. A
second community meeting was held with Harveston residents on August 13, 2015, to discuss the findings of
the Supplemental EIR. The Planning Commission approved Audi on October21, 2015. Construction began
on April 26, 2016, and is anticipated to be completed in March 2017. (FISK)
Temecula Gateway: On November 3, 2014, staff received applications related to the proposed Temecula
Gateway project. The proposed project will consist of a Planned Development Overlay/Zone Change and
General Plan Amendment to change the General Plan designation to Community Commercial and the zoning
designation to Planned Development Overlay 14, a Tentative Parcel Map to allow for the creation of seven
lots from four, a Development Plan to allow for the construction of four commercial buildings totaling
approximately 23,666 square feet, a Conditional Use Permit to allow for an automobile service station with a
corresponding car wash and convenience store that will serve alcohol, a Conditional Use Permit to allow fora
drive-thru for a restaurant. The City has entered into an agreement with Michael Baker International to
conduct an Environmental Impact Report. The project was heard by the Planning Commission on October 5,
2016. The Commission recommended City Council Approval. The project is anticipated to go before the City
Council in November 2016. (JONES)
Cypress Ridge: On December 21, 2015, staff received an application for a Development Plan to construct
245 market rate residential units in the form of duplex, triplex, attached and detached cluster units. The
project will be located on the northeast corner of Pechanga Parkway and Loma Linda Road. The project also
includes a Tentative Tract Map (for condo purposes), Zone Change/Planned Development Overlay, and a
General Plan Amendment. A fiscal impact analysis (FIA) is currently underway. The applicant is proposing to
upgrade Pala Park to include amenities and play equipment for special needs. (JONES)
Altair Specific Plan: On November 12, 2013, City Council approved an Entitlement Processing Agreement
with Ambient Communities (Developer) to process extensive land use entitlements for the 270 acre property
located west of Old Town including General Plan Amendment, Specific Plan, Subdivision Maps, Development
Agreement, and Environmental Impact Report (EIR). Ambient Communities is proposing a mixed-use
development comprised of residential single-family and multi -family units, as well as retail/commercial, open
space, and institutional uses. Staff is currently reviewing a Multiple Species Habitat Conservation Plan
(MSHCP) Consistency Report and has prepared an Initial Study. Keyser Marston Associates has prepared a
fiscal impact analysis for the project. Staff is working through environmental issues associated with the
MSHCP and wildlife corridors and negotiating a Development Agreement. A Draft EIR, prepared by ESA, was
circulated, and the comment period ended on June 17, 2016. A Planning Commission workshop was held on
June 6, 2016, and a City Council Workshop was held on July 28, 2016. Staff was directed to work with
wildlife agencies to address adjacent wildlife corridors and mountain lion movement. A second City Council
Workshop was held on September 27, 2016. Ambient Communities presented an increase to the voluntary
conservation features from $500,000 to $850,000 for land acquisitions and engineering feasibility studies for
a wildlife crossing. Staff is working on the EIR response to written comments, and details in the Development
Agreement. Staff anticipates taking the project to the City Council during the first quarter of 2017. (PETERS)
Temecula Creek Inn (TCI) Specific Plan: JC Resorts is proposing a General Plan Amendment, Specific
Plan, Tentative Tract Map, and Development Plan for a hotel expansion at Temecula Creek Inn. This project
also includes a Fiscal Impact Analysis to evaluate the project's potential impacts on the City's General Fund.
Since 2008, the Developer has modified the site plan and project description to address concerns regarding
site layout, number of units, traffic impacts, cultural resources, potential Development Agreement, and timing
of the hotel expansion. As a result of the changes, the applicant completed a pre -application to make a final
determination on the site plan and project description. The final project description includes 385 single-family
dwelling units, reducing the current 27 -hole golf course to an 18 -hole golf course, on 305 acres located on
Rainbow Canyon Road. The Specific Plan proposes five Planning Areas: Planning Area 1 includes an
expansion of the existing hotel by 99 rooms from 128 to 227 guest rooms, and the addition of a spa and
banquet facilities totaling 153,837 square feet. Planning Areas 2-4 accommodate the 385 single family
homes. Planning Area 5 consists of the golf course. Staff is reviewing a draft fiscal impact analysis. A Draft
EIR is anticipated to be circulated in late 2016. (PETERS)
LONG RANGE PLANNING
Uptown Temecula Specific Plan: The Uptown Temecula Specific Plan Area encompasses approximately
560 acres and is located north of Rancho California Road, west of Interstate 15, south of Cherry Street, and
east of Diaz Road. The Specific Plan is based upon the eight visioning recommendations of the community
and as directed by the Jefferson Corridor Ad Hoc Subcommittee. The Specific Plan was adopted by the City
Council along with the certification of the Final EIR on November 17, 2015. Staff is developing the scope of
work for the Request for Proposal for the Streetscape Beautification Plan for the Specific Plan area. On
August 30, 2016, staff hosted a workshop for local brokers on the requirements of the Specific Plan. (WEST)
SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY & AFFORDABLE HOUSING
Town Square Marketplace: On January 13, 2015, City Council entered into an Exclusive Negotiating
Agreement (ENA) with Truax Development (Truax) to negotiate the disposition and development of the two,
currently Successor Agency owned, vacant lots in front of the Civic Center, flanking the Town Square Park on
the north and south sides of Main Street. On June 23, 2015, City Council extended the term of the ENA for
an additional six months. While both Truax Development and the City have been negotiating in good faith, the
complexities of the project require the ENA be extended to allow for the completion of additional work. Upon
agreeing to terms, the City and Truax envision drafting a disposition and development agreement that will be
brought back before the Council for approval. The second amendment to the Exclusive Negotiating
Agreement was approved by City Council on March 8th to extend the term of the agreement. (WATSON)
Affordable Housing RFP: The Supportive Housing Subcommittee, formerly Council Members Naggar and
Washington, directed staff to issue an RFP to solicit project proposals from interested developers for the
construction of an affordable housing development. In late 2015, the Successor Agency obtained clearance
from the Department of Finance on the remaining affordable housing dollars that had been previously "frozen"
within the Affordable Housing Fund, gaining discretion on $12.4 million of affordable housing funds.
In conjunction with the current Supportive Housing Subcommittee, now consisting of Mayor Naggar and
Council Member McCracken, staff issued an RFP to solicit development proposals that address one or more
of the following housing needs: seniors, veterans, special needs, transitional, or supportive. The RFP
includes potential City -owned parcels that can be considered for development, but proposals will not be
limited to City -owned properties. Uptown Temecula is also encouraged with the recently adopted Specific
Plan. Projects are encouraged to integrate a mix of uses, as well as market -rate units into projects.
The RFP closed on May 16th and the City received 20 proposals from interested developers. Keyser Marston
Associates, who assisted in the development of the pro forma templates utilized in the RFP, assisted staff in
the review and analysis of the proposals. Staff will present the proposals to the Supportive Housing
Subcommittee in Fall 2016 before scheduling interviews with potential developers. KMA will also prepare
interview questions and participate in the developer interviews. (WATSON, LEHNER)
Recognized Obligation Payment Schedule: As part of the ongoing wind -down of the former Temecula
Redevelopment Agency, the Successor Agency (SARDA) is required to complete a Recognized Obligation
Payment Schedule (ROPS) outlining the financial and debt obligations of the former Redevelopment Agency.
Based on the outstanding obligations that are due, SARDA makes requests from the Property Tax Trust Fund
to make the appropriate payments. On March 2, 2015, the Oversight Board resolution approving ROPS 15-
16A was delivered to the California State Department of Finance, the California State Controller, and the
Riverside County Auditor Controller. The ROPS 15-16B was approved by the SARDA Oversight Board in
September 2015. The ROPS 2016-17 was approved by both the SARDA Board and the Oversight Board in
January. The 2016-17 Annual Budget was approved on June 22, 2016. (WATSON, LEHNER)
Affordable Housing Overlay and Density Bonus Ordinance: The City Council adopted the 2014-2021
General Plan Housing Element Update on January 28, 2014, and the City received certification from the State
Department of Housing and Community Development (HCD) on March 10, 2014. A project processing
schedule has been prepared for the Affordable Housing Overlay and Density Bonus Ordinances as required
by Programs 1 and 4 of the Housing Element. The Code Amendment will also encompass land use updates
as required by Program 3. The project is in the initial planning phase. Staff is currently conducting research
and anticipates completing the ordinance for adoption in 2017. (WEST)
COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)
CDBG Consolidated Plan and Assessment of Fair Housing: Every five years, the City, as an Entitlement
City, is required to prepare an updated Consolidated Plan (ConPlan) and Assessment of Fair Housing (AFH).
The ConPlan and AFH process is designed to help local jurisdictions assess their affordable housing and
community development needs. The City entered into an agreement with MDG Associates on January 26,
2016 for preparation of the ConPlan.
Three public workshops were held in conjunction with this process — two on June 29, 2016, and a third on
July 30, 2016. A survey was created to assess resident and stakeholder input regarding fair housing. The
public had the opportunity to review the AFH for 30 days from August 27 through September 27, 2016. The
City Council approved the Assessment of Fair Housing on September 27, and it was submitted to HUD for
review on October 3. The Consolidated Plan is due to HUD May 17, 2017 and becomes effective July 1,
2017 and will cover through June 30, 2022. (LEHNER)
CDBG Administration: The City will receive $515,688 in CDBG grant funding for Fiscal Year 2016-17. Staff
held two community and technical workshops for applicants on December 7, 2015. The application period for
the 2016-17 fiscal year was open from December 1 through December 17, 2015. Staff reviewed 14
applications for eligibility and presented them to the Finance Subcommittee for recommendations on
February 9, 2016. City Council approved the Annual Action Plan on April 26, 2016 and staff submitted the
plan to HUD. Funding will be allocated as detailed below. (LEHNER)
CDBG Public Service Programs
Organization
Fair Housing Council
Assistance League of Temecula Valley
Safe Alternatives for Everyone (SAFE)
Senior Citizens Service Center
VNW Circle of Care
TEAM Evangelical Assistance Ministries
Community Mission of Hope
Michelle's Place
Canine Support Teams, Inc.
Program Name
Comprehensive Fair Housing Program
Operation School Bell
Creating Safe Families
Emergency Food/Temp. Assistance
Circle of Care Food Ministry
Temecula Community Pantry
Inclement Weather Shelter
Breast Health Assistance Program
Service Dogs for the Disabled
Subtotal Public Service Program Funds Recommended
Recommendation
$16,810
$8,283
$8,283
$8,283
$8,283
$8,283
$8,283
$8,283
$2,556
$77,350
CDBG Housing Activities and Public Facilities Projects
Organization
Habitat for Humanity Inland Valley
City of Temecula
City of Temecula
City of Temecula
City of Temecula
Program Name
Critical Home Maintenance and Repairs
Sam Hicks Monument Park Playground
Rotary Park Rehabilitation
Old Town Sidewalk Rehabilitation
Temecula Community Center Rehab
Subtotal Public Facilities and Housing Activities Funds Recommended
Recommendation
$25,000
$64,681
$25,000
$220,520
backup
$335,201
CDBG Administrative Costs
City of Temecula
Subtotal Administration Costs Recommended
A dminist rat ion
$103,137
$103,137
TOTAL 2016-17 CDBG RECOMMENDED ALLOCATION $515,688
ENERGY & CONSERVATION
Temecula Energy Efficiency Management (TEEM) Fund: The TEEM Fund is a self-sustaining fund that
utilizes rebate incentives while also re -directing annual utility cost savings from energy efficiency projects into
the fund. City Council established the fund in June 2013, with an initial deposit of $119,728.90 in SCE and
SCG rebates. As energy efficiency projects are completed, rebates are deposited into the fund for future
energy efficiency project. The current fund balance is now $196,797. Staff worked with Public Financial
Management, funded through the Western Riverside Energy Partnership, to develop a policy manual for the
TEEM Fund, focusing on policies and methodologies to determine utility. (WEST)
Western Riverside Energy Leadership Partnership: This Partnership, consisting of eleven Western
Riverside Council of Government (WRCOG) member cities, Southern California Edison (SCE), and Southern
California Gas (SCG), provides incentives for participants to develop energy efficiency programs. Staff
completed a comprehensive energy audit of the Temecula Library with assistance from the Partnership. The
audit identified 9 energy efficiency measures which could save an estimated 107,429 kWh annually, equating
to an estimated annual cost savings of $17,278. If all efficiency measures are implemented, the City would
receive approximately $20,952 in rebate incentives. Implementing these measures would allow the City to
achieve Platinum Level in the Partnership kWh savings requirements. Staff is working with NRG EV Services
to install an electric vehicle charging station in the 6th Street Parking Lot. The charging station will
complement the existing charging stations in the 6th Street Parking Lot and the Civic Center Parking Garage,
by adding fast charging capabilities allowing drivers to add 50 miles of range in 15 minutes. (WEST)
Solid Waste and Recycling Program: Staff manages the City's Solid Waste and Recycling Agreement with
CR&R and acts as a liaison between the City, CR&R, and their customers. City staff and CR&R coordinate
two Citywide Clean-up events each year for residents to dispose of household waste and large miscellaneous
items that do not fit into the standard residential trash receptacle. The next Citywide Clean-up is scheduled
for October 29, 2016 at Chaparral High School from 8:00 AM — 2:00 PM. Staff also assists with outreach for
the Riverside County Mobile Household Hazardous Waste Collection events and the Backyard Composting
Workshops. The next Household Hazardous Waste Collection event is scheduled for October 22, 2016 at the
Murrieta City Hall Parking Lot (24601 Jefferson Avenue) from 9:00 AM — 2:00 PM. (WEST)
BUILDING & SAFETY
Building and Safety statistics for September 2016 are highlighted below.
Building and Safety Statistics - September 2016
Permits
286
Single Family Residential Units
8
Photovoltaic
61
Tenant Improvements
19
Non Construction C of 0
19
Inspections
1,696
Inspections Per Day
80.76
Inspections Per Person Per Day
20.19
Visitors to Counter
772
Tenant Improvements
i Cam Machining— 42309 Winchester Road
Winchester Western — 32123 Temecula Parkway
Non -Construction Certificate of Occupancy
East Coffee Inc. — 43049 Margarita Road
Balance of Wellness — 27403 Ynez Road
Rancho Counseling Center — 29645 Rancho California Road
CODE ENFORCEMENT
During the month of September, Code Enforcement responded to 57 web complaints. In addition, the division
opened 58 code cases and forwarded 30 referrals to Public Works, Police, Animal Control, and Fire. Code
Enforcement assisted 25 people at the Community Development Counter. Detailed Code Enforcement case
activity can be found in the following chart:
Type of Code Case
Total
Abandoned or Inoperable Vehicle
2
Vacant Home / Property Maintenance / Rodent/ Mold
6
Business or Home Occupation w/o license/CUP
7
Trash and Debris / Dumping
2
Overgrown Vegetation / Weeds / Fire Hazard
3
Green Pool / Vector Control
6
Graffiti
0
Noise/Nuisance/Animal Control
5
Trailer / RV Stored/Boat/Parking
15
Construction w/o Permit/Building Code
4
Encroach Public ROW / Trash Cans
5
Other / Homeless Encampment
0
Signs Pulled - Violations
2
Public Safety & Health
1
Total Number of Cases
58
Foreclosure Tracking: Code Enforcement works with the local real estate community to monitor
foreclosures, defaults and real estate owned properties. The following charts demonstrate the past six
months of activities in Temecula.
Residential Foreclosure Tracking
April
May
June
July
August
September
2016
2016
2016
2016
2016
2016
DEFAULT
86
78
82
80
82
74
FORECLOSED
70
66
62
63
64
56
REO
76
70
58
62
61
61
TOTALS
232
214
202
205
207
191
Commercial Foreclosure Tracking
ATTACHMENT:
Current Planning Activity Report
April
May
June
July
August
September
2016
2016
2016
2016
2016
2016
DEFAULT
1
1
1
0
0
0
FORECLOSED
0
0
0
0
0
0
REO
11
11
11
11
12
12
TOTALS
12
12
12
11
12
12
ATTACHMENT:
Current Planning Activity Report
PLANNING ACTIVITY REPORT
Assigned Planner
PA Number Project Name APN
Apply Date
Approval
Date
Applicant
Business
Company Name Phone
Owner Status
PA16-1204 959-202-054 09/01/2016 Kira Slicker (336) 684-2973 Plan Review
Case Title / Description: Waxing Down Yonder (Home Occupation)
PA16-1207 921-452-004 Jaime Cardenas 09/02/2016 09/02/2016 Beverly Breslen
Case Title / Description: Table Manor
(951) 260-4306 Approved
PA16-1209
960-203-013 Jaime Cardenas 09/02/2016 09/02/2016 Elizabeth Alcoer Approved
Case Title / Description: Top Match Recruiting (Home Occupation)
PA16-1213 965-202-001 Jaime Cardenas 09/02/2016 09/02/2016 Danielle
Calabrese
Case Title / Description: Wisp, LLC (Home Occupation)
(619) 717-1045 Approved
PA16-1214
965-202-001 Jaime Cardenas 09/02/2016 09/02/2016 DARIO Approved
CALABRESE
Case Title / Description: UAS Resolve, LLC (Home Occupation)
PA16-1220 944-330-011 Jaime Cardenas 09/06/2016 09/14/2016 Kelly'Anne
Case Title / Description: A Zoning Letter for the property at 28363 Rancho California Road (APN
944-330-011)
(314) 991-1500 Spehar Completed
Radetic Business Prop
PA16-1221
959-410-002 Scott Cooper 09/06/2016 Sunnshine (760) 486-1620 Lahaina Plan Review
Schupp Partners
Case Title / Description: Festivo Verizon ADP: An Administrative Development Plan to install a new
telecommunication wireless facility including 12 panel antennas and 12 RRU's within an existing copula. The
project also proposes 2 junction boxes, 6 equipment cabinets within an existing equipment room, 2 GPS
antennas, and 2 HVAC units. The project is located at 32120 Temecula Parkway.
PA16-1222
922-046-029 James Atkins 09/06/2016
Case Title / Description: Devilicious CUP: A Conditional Use Permit for Devilicious Eatery to obtain a Type
47 ABC On -Sale license and to allow for the addition of limited indoor live entertainment at 28693 Old Town
Front Street (Suite 103, 104, & 105)
Robert Danko
(951) 265-2092 FRONT
STREET
PLAZA
PARTNERS
Plan Review
Page 1 of 6
Assigned Planner
Approval Business
PA Number Project Name APN Apply Date Date Applicant Company Name Phone Owner Status
PA16-1223
922-046-029 James Atkins 09/06/2016
Case Title / Description: Devilicious PC or N: A Finding of Public Convenience or Necessity Application for
Devilicious Eatery to obtain a Type 47 ABC On -Sale License at 28693 Old Town Front Street (Suites 103,104,
& 105)
Robert Danko
(951) 265-2092 FRONT
STREET
PLAZA
PARTNERS
Plan Review
PA16-1224
965-130-032 Jaime Cardenas 09/06/2016 09/06/2016 Approved
Case Title / Description: The Lance Group (Home Occupation)
PA16-1227 Jaime Cardenas 09/07/2016 09/07/2016 Susan Tyler
Case Title / Description: Team Tyler Realty (Home Occupation)
(951) 551-4328 Approved
PA16-1228 Jaime Cardenas 09/07/2016 09/07/2016 Susan Tyler
Case Title / Description: Team Tyler Marketing Solutions (Home Occupation)
(951) 551-4328 Approved
PA16-1229
916-400-054 Scott Cooper 09/07/2016 09/13/2016 Andrew
Dzulynsky
Case Title / Description: Audi Roll -Up Door Removal MOD: A Minor Modification (Planning Review Only) for
the removal of two roll -up doors from the back of the Audi dealership building. The project is located at 40955
Temecula Center Drive. The project is located at 40955 Temecula Center Drive.
(858) 500-4608 Hoehn
Enterprise 4
Temecula
Approved
PA16-1232 922-283-015 Brandon Rabidou 09/07/2016 09/28/2016 Shane Knuckles Michael Approved
Kinsinger
Case Title / Description: Kinsinger Mod: A Minor Modification (Planning Review Only) to add 408 square
feet to the first floor, 239 square feet to the second floor, and add a 223 square foot deck to an existing single
family tract residence at 45583 Clubhouse Drive
PA16-1242
921-300-012 James Atkins 09/09/2016 09/09/2016 Tatiana Vianna Approved
Case Title / Description: Pizza @ Home (Home Occupation)
PA16-1243 944-080-024 Jaime Cardenas 09/09/2016 09/09/2016 Chad Merrell
Case Title / Description: Affinity Pool and Spa (Home Occupation)
(951) 813-9424 Approved
PA16-1246 960-271-003 Jaime Cardenas 09/12/2016 09/12/2016 JIHO JUNG
Case Title / Description: Knee Pain Center of Acupuncture (Home Occupation)
(951) 297-9430 Approved
PA16-1248
Jaime Cardenas 09/13/2016 09/19/2016 Frank Weil Approved
Case Title / Description: Absolute Screens (Home Occupation)
Page 2 of 6
Assigned Planner
PA Number Project Name APN
Apply Date
Approval Business
Date Applicant Company Name Phone
Owner Status
PA16-1249 922-120-010 Jaime Cardenas 09/13/2016 09/30/2016 Leonard Phillips
Case Title / Description: Warrior Heart Run TUP: A Temporary Use Permit for 5th Annual Warrior Heart Run
to support American Legion Riders for a food and music festival fundraiser located at 28964 Old Town Front St
(Harley Davidson). The event is October 1, 2016 from 8:OOam until 4:OOpm.
(951) 970-1384 Andre Approved
Lecompte
PA16-1250 961-252-036 Jaime Cardenas 09/13/2016
Case Title / Description: Cruda Window Minor Mod: A Minor Modification (Planning Review Only) to install a
window as part of a 132 square -foot garage conversion located at 31826 Camino Rosales.
ERIC CRUDA ERIC CRUDA Plan Review
PA16-1259
960-020-071 Brandon Rabidou 09/15/2016
Case Title / Description: Navy Federal Mod: A Minor Modification (Planning Review Only) to install an
additional ATM on the exterior of the existing Navy Federal Credit Union store front located at 32413 Temecula
Parkway (Suite 210)
Susan Sontag
(619) 557-2544 INLAND
WESTERN
TEMECULA
VAIL
Plan Review
PA16-1261
962-340-022 Jaime Cardenas 09/15/2016 09/15/2016 Amy Chung Approved
Case Title / Description: Althymin LLC (Home Occupation)
PA16-1262 Brandon Rabidou 09/16/2016 09/16/2016 Barian
Almoukahal
Case Title / Description: Everything Bites (Home Occupation)
(951) 514-9401 Approved
PA16-1266
920-132-015 Jaime Cardenas 09/19/2016 09/19/2016 Danielle Slawsby Approved
Case Title / Description: MAD Services LLC dba Bar -B -Clean Temecula Valley
PA16-1267
Jaime Cardenas 09/19/2016 09/20/2016 Dirk Gothe Approved
Case Title / Description: Gothe and Gothe Holdings, LLC (Home Occupation)
PA16-1269
961-450-005 Jaime Cardenas 09/19/2016 09/19/2016 Benny Mendoza Approved
Case Title / Description: Benny Edwards Mendoza (Home Occupation)
PA16-1270
961-370-007 09/19/2016 Krystal Jacobson Plan Review
Case Title / Description: Crystal Clean (Home Occupation)
PA16-1271
959-352-001 Brandon Rabidou 09/20/2016 09/20/2016 Juanita Robledo Approved
Case Title / Description: Nita Supplies (Home Occupation)
Page 3 of 6
Assigned Planner
PA Number Project Name APN
Apply Date
Approval Business
Date Applicant Company Name Phone
Owner Status
PA16-1273
921-480-057 Scott Cooper 09/20/2016 Jim Nelson (951) 440-9377 Stan Robbins Plan Review
Case Title / Description: Wildroots Classroom Building Addition MOD: A Minor Modification for the addition
of a 1,440 square foot classroom building to an existing commercial center. The project is located at 27655
Jefferson Ave.
PA16-1276
919-281-014 Jaime Cardenas 09/20/2016 09/20/2016 KURT Approved
CAMPBELL
Case Title / Description: Kurt F. Campbell, Environmental Biologist (Home Occupation)
PA16-1278
961-311-005 09/20/2016 Thomas Lee Plan Review
Case Title / Description: California Country Gal Inc. (Home Occupation)
PA16-1281
961-311-005 09/21/2016 Anna Lee Plan Review
Case Title / Description: Naturally Grain Free (Home Occupation)
PA16-1282 945-260-004 Jaime Cardenas 09/21/2016 10/04/2016 Zachary Campos KISHOR Approved
MADHANI
Case Title / Description: Zachary Campos (Home Occupation)
PA16-1285
955-242-027 Jaime Cardenas 09/21/2016 09/21/2016 Ernesto Fonfrias Approved
Case Title / Description: Unrestricted (Home Occupation)
PA16-1291 959-080-032 Jaime Cardenas 09/23/2016 10/11/2016 Trisha Ray
Case Title / Description: A Zoning Letter for the property associated with Assessor's Parcel Number
959-080-032, also known as Madera Vista Apartments.
(855) 383-3454 SUMMERHOU Completed
ext200 SE HOUSING
ASSOC
PA16-1292 940-330-001 Jaime Cardenas 09/23/2016 10/11/2016 Amanda Hays
Case Title / Description: A zoning Letter for the property at 43517 Ridge Park Drive (APN 940-330-001 &
940-330-008)
(330) 957-3192 CRYSTAL Completed
RIDGE DRIVE
PA16-1294
910-420-030 Jaime Cardenas 09/26/2016
Case Title / Description: Promenade Carnival TUP: a Temporary Use Permit for a Carnival at the
Promenade Mall. The carnival will include 10-12 rides and up to 6 games. There will be no amplified sound
animals or tents, other than small canopies over the games. Six (6) portable restrooms with ADA unit will be
provided. Security will be provided. The carnival will be conducted between Thursday, October 13 through
Sunday, October 16. Hours of operation are 5:00 p.m. to 11:00 p.m. weekdays and 1:00 p.m. to 11:00 p.m.
weekends.
Harry Mason
(916) 947-1268 TEMECULA
TOWNE
CENTER
ASSOC
Plan Review
Page 4 of 6
Assigned Planner
Approval Business
PA Number Project Name APN Apply Date Date Applicant Company Name Phone Owner Status
PA16-1295
920-132-025 Jaime Cardenas 09/26/2016 09/26/2016 Lee Spears Approved
Case Title / Description: Affordable Electric and Solar Services (Home Occupation)
PA16-1298
965-321-022 Jaime Cardenas 09/26/2016 09/26/2016 Allysa Bassir Approved
Case Title / Description: Lazy Daisy Pies (Home Occupation)
PA16-1299 920-054-037 Jaime Cardenas 09/27/2016 09/27/2016 Maria Contreras
Case Title / Description: P & M Janitorial Service (Home Occupation)
(951) 760-9204 Approved
PA16-1300
962-592-027 09/27/2016 Kristopher Moody Plan Review
Case Title / Description: Fit Brewing Co. LLC (Home Occupation)
PA16-1301
921-310-025 Brandon Rabidou 09/27/2016
Case Title / Description: Orchard Christian Fellowship MOD: A Minor Modification to Orchard Christian
Fellowship to add a modular classroom totaling 6,702 square feet to the existing church located at
42101 Moraga Road
Tom Corcoran
(951) 837-3108 First Baptist
Church of
Temecula
Plan Review
PA16-1303
922-080-010 Brandon Rabidou 09/28/2016 Ernestine Velarde ROMAN
CATHOLIC
BISHOP OF
SB
Case Title / Description: St. Catherine of Alexandria CUP: A Conditional Use Permit for Saint Jeanne de
Lestonnac High School to operate at St. Catherine of Alexandria Church with a maximum of 160 students
located at 41875 C. Street.
Plan Review
PA16-1305
959-202-045 Jaime Cardenas 09/28/2016 09/28/2016 Jon Bradley Approved
Case Title / Description: Jon Bradley Construction (Home Occupation)
PA16-1312
921-830-035 Jaime Cardenas 09/29/2016 Gary Slicker CHRIST THE Plan Review
VINE
LUTHERAN
CHURCH
Case Title / Description: A Major Temporary Use Permit for Christ the Vine Lutheran Church to allow for a
Fall Festival that includes game booths, jump house, dunk tank, food and music on October 22, 2016.
PA16-1314
944-242-010 James Atkins 09/29/2016 Timothy Riter Plan Review
Case Title / Description: Minor Modification (Planning Review Only) for a lattice patio cover within the front
yard of a residential home located at 41768 Borealis Drive.
Page 5 of 6
Assigned Planner
PA Number Project Name APN
Apply Date
Approval Business
Date Applicant Company Name Phone
Owner Status
PA16-1317
922-130-002 Jaime Cardenas 09/30/2016 09/30/2016 Victoria Martinez Approved
Case Title / Description: Ancient Grains Farm (Home Occupation)
PREAPP16-1230
922-034-020 09/07/2016 Bridget Herdman (714) 389-2800 TV Old Town Plan Review
Case Title / Description: 4th Street Hotel: a pre -application for a proposed 75,000 square, 4 -story hotel with
above and underground parking. The hotel proposes outdoor amenities including a pool area and leasable
indoor area for 3rd party restaurants to front 4th street. The site is located on the south side of 4th Street west
of Mercedes.
PREAPP16-1251
921-830-002 Scott Cooper 09/13/2016 09/29/2016 NassirAzizi
Case Title / Description: Khyber Afghan Cuisine Hookah Pre -App: A Pre -Application for an existing
restaurant to offer a hookah on the patio. The project is located at 41257 Margarita Rd., Suite 101.
(917) 432-4592 Completed
PREAPP16-1256
922-033-017 James Atkins 09/15/2016
Case Title / Description: Mercedes Apt Building Pre -app: A pre -application for an 8 -unit apartment
Development Plan located at 41915 4th Street
Steven Enzio
(951) 316-9272 Old Town
Capital
Resources
Plan Review
PREAPP16-1287
922-130-018 James Atkins 09/21/2016 Gordon Mize (951) 455-4504 HILLCREST Plan Review
ACADEMY
Case Title / Description: Santiago Assist Liv Pre -App: a Pre -Application for Santiago Assisted Living Center.
The application proposes to convert an existing single -story 13,455 sq. ft. building and construction of a new
50,778 two-story building. The site is located at 29275 Santiago Road.
PREAPP16-1306
921-830-016 Scott Cooper 09/28/2016 10/05/2016 Shanna Reyes
Case Title / Description: Pre -App for Mobilitie LLC to install 5 backhaul transport devices on utility poles
within the existing right-of-way at multiple locations throughout the city (Promenade & Ring Road, Solana
Way & Motor Car Parkway, Winchester Road & Nicolas, Solar Way & Margarita Road, Moraga Road &
Rancho California)
(949) 402-5005 PFP Temecula Completed
Real Estate
Holdings
PREAPP16-1311
921-730-022 Brandon Rabidou 09/29/2016 Gary Walker MEG INV Plan Review
Case Title / Description: Minor Modification (Planning Review Only) to Gosch Ford to reface the existing
stucco fascia with aluminum composite metal panels
Page 6 of 6
Item No. 18
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Jeffrey Kubel, Chief of Police
DATE: October 25, 2016
SUBJECT: Police Department Monthly Report
PREPARED BY: Joseph Greco, Sergeant
RECOMMENDATION: Receive and file.
The following report reflects the activity of the Temecula Police Department for the month of
September 2016.
PATROL SERVICES
Overall calls for police service 3,110
"Priority One" calls for service 62
Average response time for "Priority One" calls 6.91 Minutes
VOLUNTEERS
Volunteer administration hours 194
Special Events hours 77
Community Action Patrol (CAP) hours 765
Reserve officer hours (patrol) 72
Training hours 93104
Total Volunteer hours 1119
CRIME PREVENTION
Crime prevention workshops/Neighborhood watch meetings conducted 0/2
Safety presentations/Training 2/0
Special events 0
Residential/Business security surveys conducted 0/0
Businesses visited 0
Residences/Businesses visited for past crime follow-up 0/0
Station Tour 0
Planning Review Projects/Temp Outdoor Use Permits 3/5
Sq. Footage of Graffiti Removed 865
OLD TOWN STOREFRONT
Total customers served 250
Sets of fingerprints taken 43
Police reports filed 3
Citations signed off 19
Total receipts $3,329
SPECIAL TEAMS (POP / SET)
On sight felony arrests 13
On sight misdemeanor arrests 21
Felony arrest warrants served 10
Misdemeanor arrest warrants served 12
Follow-up investigations 8
Parole/Probation Searches 1/8
Pedestrian Checks 141
Traffic Stops/Vehicle Checks 99
Crime Free Housing Checks 105
TRAFFIC
Citations issued for hazardous violations 1081
Grant funded D.U.I. / Traffic safety checkpoints 0
Grant funded traffic click it or ticket 4
D.U.I. Arrests 19
Non -hazardous citations 467
Stop Light Abuse/Intersection Program (S. L.A.P.) citations 109
Neighborhood Enforcement Team (N.E.T.) citations 76
Parking citations 204
School Zone 92
Seatbelts 43
Cell Phone Cites 67
Injury collisions 38
INVESTIGATIONS
Beginning Caseload 281
Total Cases Assigned 39
Total Cases Closed 29
Search Warrants Served 9
Arrests 5
Out of Custody Filings 3
PROMENADE MALL TEAM
Calls for service 452
Felony arrest/filings 3
Misdemeanor arrest/filings 22
Traffic Citations 11
Fingerprints/Livescans 233
Total receipts $8,455
SCHOOL RESOURCE OFFICERS
Felony arrests 0
Misdemeanor arrests 14
Reports 23
Youth counseled 128
Meetings 75
Item No. 19
Approvals
City Attorney
Finance Director
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Thomas W. Garcia, Director of Public Works/City Engineer
DATE: October 25, 2016
SUBJECT: Public Works Department Monthly Report
RECOMMENDATION: Receive and file the Public Works Department Monthly Report for
Capital Improvement Projects, Maintenance Projects, and Land Development Projects.
City of Temecula
DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT
OCTOBER 25, 2016
PROJECT NAME
BRIEF DESCRIPTION
TOTAL
PROJECT
COST
ESTIMATED/CURRENT MILESTONES
CAPITAL IMPROVEMENT PROJECTS
CIRCULATION PROJECTS
Citywide Slurry Seal for Arterial Streets
Slurry arterial streets (Winchester, Jefferson, and
Temecula Parkway) with the goal to prolong their
useful life and avoid much more costly roadway
rehabilitation measures
$658,750
• On June 14, 2016, City Council awarded a
Construction Contract to Pavement Coatings
Co.
• Construction will begin upon approval of
Traffic Control Plans
Interstate -15 / State Route 79 South
Ultimate Interchange, PW04-08
Construction of ramp system that will improve
access to Interstate 15 from Temecula Parkway /
State Route 79 South
$50,646,123
• Processing project approvals through
Caltrans
• The selection process for a Construction
Management firm is currently underway
Pavement Rehabilitation Program —
Overland Drive
Rehabilitation of Overland Drive from Jefferson
Avenue to Commerce Center Drive
$213,000
• On August 9, 2016, City Council awarded a
Construction Contract to Haitbrink Asphalt
Paving, Inc.
• Construction is scheduled for October 28-30,
2016
Pechanga Parkway Widening, PW15-14
WideningServices
of Pechanga Parkway between Via
Gilberto to North Casino Drive
$5,000,000
• City Council approved a Professional
Agreement for the Design and the
Environmental Document at their meeting on
April 26, 2016
• A design alternative has been selected and
the completion of Design Plans is anticipated
to be at the end of 2016
Winchester Road at Roripaugh Road
Signal
Provides for the design and construction of
modifications by providing designated left run
movements from Roripaugh Road onto
Winchester Road
$92,000
• On June 14, 2016, City Council awarded a
Construction Contract to Los Angeles Traffic
Signal Transportation
• Construction is pending due to a 12-14 week
lead time for manufacturing of the signal
poles
City of TemecuCa
DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT
OCTOBER 25, 2016
PROJECT NAME
BRIEF DESCRIPTION
TOTAL
PROJECT
COST
ESTIMATED/CURRENT MILESTONES
CAPITAL IMPROVEMENT PROJECTS (continued)
INFRASTRUCTURE PROJECTS
Temecula Park and Ride, PW06-09
Design and construction of a park and ride facility in
the vicinity of Temecula Parkway and La Paz Street
$2,764,093
• Construction is currently underway
PARKS & RECREATION PROJECTS:
Sam Hicks Monument Park Playground
Enhancement, PW12-20
Design and construct a new innovative play area to
replace the existing equipment
$648,888
• Notice to Proceed with Design and
Fabrication was issued on June 9, 2015
• Anticipate completion of design plans
January 2017
• An agreement for construction will be
executed at a later date
PROJECT NAME
BRIEF DESCRIPTION
ESTIMATED/CURRENT MILESTONES
LAND DEVELOPMENT PROJECTS
DePortola Professional Building
Located at the corner of DePortola Road and Margarita
Road
• Southern California Edison scheduled to install the
trunk line on DePortola Road
• Upon installation of the trunk line, work will begin on
installation of the reclaimed water line
Murrieta Creek Restoration Project
U.S. Army Corps of Engineers and Riverside County
Flood Control and Water Conservation District
• Creek restoration continues with the placement of
additional BMP protection and the establishment of
the cement stabilization plant
• Creek soil cement sidewall construction continues
Terracina
Standard Pacific Housing Development in County
• Demolition and reconstruction of the median to add a
right turn pocket onto Faxon Lane off Redhawk
Parkway is underway
City of TemecuCa
DEPARTMENT OF PUBLIC WORKS PROJECT STATUS REPORT
OCTOBER 25, 2016
PROJECT NAME
BRIEF DESCRIPTION
TOTAL
PROJECT
COST
ESTIMATED / CURRENT MILESTONES
MAINTENANCE PROJECTS
Playground Equipment Enhancement and
Safety Surfacing
Replace aging play structures and associated
safety surfacing
$275,000
• Priority list and replacement program are
being prepared
• Reviewed RFQ Proposals and selected two
companies to provide detailed layouts for
two parks (Pala Community Park and
Nicolas Road Park)
Pennypickle's Workshop Roof
Replacement Project
Replace both sloped roof and wood shingle roof
areas at the Museum
$200,000
• Roof consultant is preparing specifications
for bid
• Project completion date is December 2017
Harveston Community Park Restrooms
and Community Room
Paint and refurbish the exterior of the two park
buildings, which includes the snack bar,
restrooms, and community room
$12,500
• Project completion date is December 2016
REQUESTS TO SPEAK
City Council Meeting 10/25/16
I wish to speak on:
Subject:
REQUEST TO SPEAK
CITY OF TEMECULA
Date:
Public Comment CITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
Agenda Item No. For n Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
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Please note that all information presented at a City Council meeting becomes public record.
All information provided is optional.
-4c Ri k 4
I�eG w ltat o eockov\ t�
S"(oJ` eCt , U-.5? fd (i I
Ise Me ('34-) Date:
I wish to speak on:,+.
Public Comment CITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
The MI' tLs AL*
REQUEST TO SPEAK
CITY OF TEMECULA
Subject:
i0i25 /10
Agenda Item No. For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium an state your name for the record.
Name: eaC� nbacin
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2,,Sci I Phone Number:
Te wte cu,a, V l le -4 (s ---o cwt. so 01 e -y
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I wish to speak on:
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)-, ( 14l\ % / — lltA �.r c-0 (4Ct, J CT -<l A1`e7��
(1, - c 44
Subject:
REQUEST TO SPEAK
CITY OF TEMECULA
Date:
1\L
Agenda Item No. For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
Name:
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REQUEST TO SPEAK
CITY OF TEMECULA
Date:
I wish to speak on:
Public Comment CITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
Cay-SvT`�
Subject:
Agenda Item No. For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
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Subject:
•
REQUEST TO SPEAK
CITY OF TEMECULA
Date:
ITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
1(.3 (24 /16
Agenda Item No. For n Against n
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state� your name for the record.
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/ Phone Number:
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REQUEST TO SPEAK
CITY OF TEMECULA Z- '2/
Dat
I wish to speak on:
Public Comment CITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
Subject:
Agenda Item No. For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
r��
Name:
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Phone Number:
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I wish to speak on:
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CITY OF TEMECULA
Date:
Public Comment CITY COUNCIL / CSD / SARDA / T. TPFA (Circle One)
Agenda Item No. For Against
435-\ \O
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
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CITY OF TEMECULA
Date: ! °/2- /'2-
n Public Comment CITY COUNCIL / CSD / SARDA / THA / TPFA (Circle One)
Subject:
Agenda Item No. For Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
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Address: Phone Number: ! -
If you(14)1T-
are representing an organization or group, please give the name:
V 4v i I .1) /'/2-,9 i d A` C�
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I wish to speak on:
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CITY OF TEMECULA
Date:
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/6 /1.
Subject:
Agenda Item No. f Sl
For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the
podium and state your name for the record.
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e Cv\ (+L vE2
Address:
>-
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Phone Number:
4doesiminow
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Subject:
/a
lc(
Agenda Item No. 1 C
1
For
Against
Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the
City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council
Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City
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podium and state your name for the record.
Name: 1 fc4-I f
Address: '
/
Phone Number:
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r4 N" �6 �\ �O�-S.Sdc1 T d ki
v(
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