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090517 CC Agenda
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL ADJOURNED MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA SEPTEMBER 5, 2017 — 6:00 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. No Closed Session Next in Order: Ordinance: 17-06 Resolution: 17-52 CALL TO ORDER: Mayor Maryann Edwards Prelude Music: Susan Miyamoto Invocation: Doug VomSteeg of Ventana Ministries Flag Salute: Council Member James "Stew" Stewart ROLL CALL: Comerchero, Naggar, Rahn, Stewart, Edwards 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. 1 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 Approve the Action Minutes of August 22, 2017 RECOMMENDATION: 2.1 That the City Council approve the action minutes of August 22, 2017. 3 Approve the List of Demands RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Authorize the City to Execute and Deliver a 2007 Bond Proceeds Funding Agreement RECOMMENDATION: 4.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 2 5 Authorize the City to Execute and Deliver a Housing Bond Proceeds Funding Agreement RECOMMENDATION: 5.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR, DESIGNATING THE USE OF HOUSING BOND PROCEEDS, APPROVING THE EXECUTION AND DELIVERY OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF CERTAIN RELATED ACTIONS 6 Award a Construction Contract to Kaveh Engineering & Construction, Inc. for the Overland Drive Extension, Project No. PW16-06 RECOMMENDATION: 6.1 Award a Construction Contract to Kaveh Engineering & Construction, Inc., in the amount of $844,949, for Overland Drive Extension (from Commerce Center Drive to Enterprise Circle West), PW16-06; 6.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $84,494.90, which is equal to 10% of the Contract amount; 6.3 Make a finding that Overland Drive Extension, PW16-06, is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees 7 Authorize the City Manager to Approve Agreements for Excavation Monitoring for Interstate 15/State Route 79 South Ultimate Interchange, PW04-08 RECOMMENDATION: 7.1 That the City Council authorize the City Manager to approve agreements for excavation monitoring in excess of $30,000, but totaling no more than $100,000, for Interstate 15 / State Route 79 South Ultimate Interchange, PW04-08. 8 Approve a Fee Waiver for Grading Plan Check Fees for the Meadowview Streambed Restoration Project RECOMMENDATION: 8.1 That the City Council approve a fee waiver for grading plan check fees for the Meadowview Streambed Restoration project. 3 9 Approve Plans and Specifications, and Authorize the Solicitation of Construction Bids for the Traffic Signal Installation — Redhawk Parkway/Vail Ranch Parkway at El Chimisal Road/Tehachapi Pass, PW15-09 RECOMMENDATION: 9.1 Approve the Plans and Specifications, and authorize the Department of Public Works to solicit construction bids for the Traffic Signal Installation — Redhawk Parkway/Vail Ranch Parkway at El Chimisal Road/Tehachapi Pass, PW15-09; 9.2 Make a finding that this project is exempt from CEQA pursuant to Article 19, Categorical Exemption, Section 15301, Existing Facilities, of the CEQA Guidelines. 10 Authorize the Director of Public Works to Execute the Extra Work Authorization for Grant Application Services for French Valley Parkway/Interstate 15 Improvements — Phase II and III, PW16-01 RECOMMENDATION: 10.1 Authorize the Director of Public Works to execute the Extra Work Authorization to the Agreement for Consultant Services with T.Y. Lin International for the preparation and submittal of an application for the Infrastructure for Rebuilding America (INFRA) Grant for French Valley Parkway / Interstate 15 Improvements — Phase II and III, PW16-01. 11 Approve an Increase to the Contingency for the Pavement Rehabilitation Program — Residential Slurry Seal, PW17-03 RECOMMENDATION: 11.1 Approve an increase to the contingency, in the amount of $140,000, for the Pavement Rehabilitation Program — Residential Slurry Seal, PW17-03; 11.2 Increase the City Manager authority to approve contract change orders by the same 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 ******************** 4 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: CSD 17-01 Resolution: CSD 17-05 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Rahn, Stewart, 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 August 22, 2017 RECOMMENDATION: 12.1 That the Board of Directors approve the action minutes of August 22, 2017. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, September 26, 2017, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 5 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY MEETING Next in Order: Ordinance: SARDA 17-01 Resolution: SARDA 17-03 CALL TO ORDER: Chairperson Maryann Edwards ROLL CALL: DIRECTORS: Comerchero, Naggar, Rahn, Stewart, Edwards SARDA 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 Agency 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. SARDA 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 Successor Agency to the Temecula Redevelopment Agency request specific items be removed from the Consent Calendar for separate action. 13 Authorize the Successor Agency to the Temecula Redevelopment Agency to Execute and Deliver a Housing Bond Proceeds Funding Agreement RECOMMENDATION: 13.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 6 14 Authorize the Successor Agency to the Temecula Redevelopment Agency to Execute and Deliver a 2007 Bond Proceeds Funding Agreement RECOMMENDATION: 14.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 15 Authorize the Successor Agency to the Temecula Redevelopment Agency to Issue Bonds to Refinance Existing Tax Allocation Bonds of the Former Temecula Redevelopment Agency RECOMMENDATION: 15.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO SARDA EXECUTIVE DIRECTOR REPORT SARDA BOARD OF DIRECTORS REPORTS SARDA ADJOURNMENT Next regular meeting: Tuesday, September 26, 2017, 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 HOUSING AUTHORITY — No Meeting TEMECULA PUBLIC FINANCING AUTHORITY — No Meeting RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 16 Consider the Truax Hotel Project Including a Specific Plan Amendment, a Development Plan Application, and a Minor Exception (Planning Application Nos. PA17-0109, PA16-0270, and PA17-1020) RECOMMENDATION: That the City Council conduct a Public Hearing and: 16.1 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES, GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) 8 16.2 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SPECIFIC PLAN NO. 5 (OLD TOWN) TO RELOCATE A PORTION OF THE EXISTING HOTEL OVERLAY FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 1.48 ACRES GENERALLY LOCATED ON THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET AND TAKE ACTIONS RELATED THERETO (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, AND 922-043-025) (PA17-0109) 16.3 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN APPLICATION FOR THE TRUAX HOTEL PROJECT TO ALLOW FOR THE CONSTRUCTION OF A SIX -STORY, APPROXIMATELY 175,677 SQUARE FOOT HOTEL GENERALLY LOCATED ALONG THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET, AND A PARKING STRUCTURE TOTALING APPROXIMATELY 86,117 SQUARE FEET AND CONTAINING APPROXIMATELY 2,846 SQUARE FEET OF GROUND FLOOR SPACE (APNS: 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) (PA16-0270) 16.4 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A MINOR EXCEPTION APPLICATION TO ALLOW FOR AN INCREASE IN BUILDING HEIGHT FOR A PARKING GARAGE IN CONNECTION WITH THE TRUAX HOTEL PROJECT (APNS: 922-044-017, 922-044-020) (PA17-1020) 9 17 Consider the Cypress Ridge Residential Project Including a General Plan Amendment, a Planned Development Overlay/Zone Change, a Tentative Tract Map, and a Development Plan (Planning Application Nos. PA15-1894, PA15-1893, and PA15-1892) RECOMMENDATION: That the City Council conduct a Public Hearing and consider the Cypress Ridge Residential Project including a General Plan Amendment, a Planned Development Overlay/Zone Change, a Tentative Tract Map, and a Development Plan (Planning Application Nos. PA15-1894, PA15-1893, and PA15-1892) and adopt related resolutions and introduce ordinance: 17.1 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE CYPRESS RIDGE PROJECT, CONSISTING OF APPROXIMATELY 22.73 ACRES, GENERALLY LOCATED ON THE NORTHEAST CORNER OF PECHANGA PARKWAY AND LOMA LINDA ROAD (APNS 961-450-003, 961-450-012, 961-450-013) 17.2 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A GENERAL PLAN AMENDMENT APPLICATION TO REVISE THE GENERAL PLAN DESIGNATION OF THREE EXISTING PARCELS FROM PROFESSIONAL OFFICE (PO) TO MEDIUM DENSITY (M) RESIDENTIAL IN CONNECTION WITH THE CYPRESS RIDGE PROJECT (APNS: 961-450-003, 961-450-012, 961-450-013) (PA15-1894) 10 17.3 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 17 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING TITLE 17 OF THE TEMECULA ZONING CODE TO ADD A NEW ARTICLE XVI (CYPRESS RIDGE PLANNED DEVELOPMENT OVERLAY DISTRICT 15) TO CHAPTER 17.22 (PLANNED DEVELOPMENT OVERLAY ZONING DISTRICT) ON A 22.73 ACRE SITE GENERALLY LOCATED ON THE NORTHEAST CORNER OF PECHANGA PARKWAY AND LOMA LINDA ROAD (APNS: 961-450-003, 961-450-012, 961-450-013) AND AMENDING THE TEMECULA ZONING MAP (PA15-1895) 17.4 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING TENTATIVE TRACT MAP 37021 TO DIVIDE THREE EXISTING PARCELS TOTALING 22.73 ACRES INTO TWO LOTS (WITH THREE LETTERED LOTS) TO ALLOW FOR A RESIDENTIAL DEVELOPMENT ON THE NORTHEAST CORNER OF PECHANGA PARKWAY AND LOMA LINDA ROAD (APNS 961-450-003, 961-450-012, 961-450-013) (PA15-1893) 17.5 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN APPLICATION TO ALLOW FOR 245 RESIDENTIAL MARKET RATE UNITS CONSISTING OF DETACHED/ATTACHED CLUSTER AND DUPLEX/TRIPLEX UNITS TOTALING APPROXIMATELY 439,341 SQUARE FEET AND THE CONVERSION OF A 0.67 -ACRE OFF-SITE EXISTING CONCRETE DRAINAGE DITCH INTO A LANDSCAPED INFILTRATION BASIN AND MAKING IMPROVEMENTS TO PALA PARK AND ADDITIONAL OFF-SITE LANDSCAPE IMPROVEMENTS NORTH OF THE PROJECT SITE ALONG PECHANGA PARKWAY (APNS: 961-450-003, 961-450-012, 961-450-013) (PA15-1892) 11 17.6 If the City Council approves recommendations 1 through 5, thereby approving the proposed Cypress Ridge Residential Development; Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A JOINT COMMUNITY FACILITIES AGREEMENT AMONG THE CITY OF TEMECULA, THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT AND RC PECHANGA 20, LP FOR COMMUNITY FACILITIES DISTRICT NO. 2017-1 OF THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT 18 Approve the Generations Proiect Including a Development Plan and Planned Development Overlay Amendment (Planning Application Nos. PA15-1885 and PA15-1886) RECOMMENDATION: That the City Council conduct a Public Hearing and approve the Generations Project including a Development Plan and Planned Development Overlay Amendment (Planning Application Nos. PA15-1885 and PA15-1886) and adopt related resolutions and introduce ordinance: 18.1 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A MITIGATED NEGATIVE DECLARATION, AND MITIGATION MONITORING PROGRAM FOR A PLANNED DEVELOPMENT OVERLAY AMENDMENT TO THE LINFIELD CHRISTIAN SCHOOL PLANNED DEVELOPMENT OVERLAY (PDO -7) AND A DEVELOPMENT PLAN APPLICATION FOR THE CONSTRUCTION OF AN APPROXIMATELY 493,044 SQUARE -FOOT INDEPENDENT LIVING, ASSISTED LIVING, AND MEMORY CARE COMMUNITY CONTAINING 317 UNITS GENERALLY LOCATED ON THE SOUTH SIDE OF RANCHO VISTA ROAD, APPROXIMATELY 2,500 FEET EAST OF MARGARITA ROAD (APNS 955-020-019, 955-020-018, 955-020-012, 955-020-017) 18.2 Introduce and read by title only an ordinance entitled: ORDINANCE NO. 17 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A PLANNED DEVELOPMENT OVERLAY AMENDMENT (PA15-1886) TO THE LINFIELD CHRISTIAN SCHOOL PLANNED DEVELOPMENT OVERLAY (PDO -7) GENERALLY LOCATED ON THE SOUTH SIDE OF RANCHO VISTA ROAD, APPROXIMATELY 2,500 FEET EAST OF MARGARITA ROAD (APN 955-020-019, 955-020-018, 955-020-012, 955-020-017) 12 18.3 Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN (PA15-1885) TO ALLOW FOR THE CONSTRUCTION OF AN APPROXIMATELY 493,044 SQUARE -FOOT INDEPENDENT LIVING, ASSISTED LIVING, AND MEMORY CARE COMMUNITY CONTAINING 317 UNITS GENERALLY LOCATED ON THE SOUTH SIDE OF RANCHO VISTA ROAD, APPROXIMATELY 2,500 FEET EAST OF MARGARITA ROAD (APN 955-020-018) CITY COUNCIL BUSINESS 19 Consider Formation of the Southwest Riverside County Interstate 15 Lane Expansion Task Force (At the Request of Council Member Naggar) RECOMMENDATION: 19.1 Provide direction to the City Manager to initiate and plan the formation of the Southwest Riverside County Interstate 15 Lane Expansion Task Force, with initial meetings with regional cities and subsequent meetings with transportation partners; 19.2 Appoint Mayor and City Council RCTC Representative (Riverside County Transportation Commission) to participate on the Southwest Riverside County Interstate 15 Lane Expansion Task Force. BOARD/COMMISSION REPORTS CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, September 26, 2017, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet (including staff reports 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 — Tem eculaCA.gov — 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 — TemeculaCA.gov — 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. 13 CITY COUNCIL CONSENT Item No. 1 Approvals City Attorney Director of Finance City Manager Ozer - ..1 . CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl, City Clerk DATE: September 5, 2017 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 AUGUST 22, 2017 – 7:00 PM 6:00 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 one matter of pending litigation: Los Ranchitos Homeowners Association v. City of Temecula, Riverside County Superior Court No. RIC1512880. At 6:00 PM Mayor Edwards 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 7:00 PM CALL TO ORDER: Mayor Maryann Edwards Prelude Music: TVCA Chamber Musicians – Caroline Nguyen, Joseph Campbell and Michael May Invocation: Pastor Gary Nelson of Calvary Chapel Temecula Valley Flag Salute: Mayor Pro Tem Matt Rahn ROLL CALL: Comerchero, Naggar (absent), Rahn, Stewart, Edwards PRESENTATIONS/PROCLAMATIONS Presentation of Certificate of Recognition to Paradise Chevrolet Cadillac for Receiving General Motors Business Elite Mark of Excellence Dealer Award Presentation of National Preparedness Month Proclamation Presentation of Certificates of Recognition to Jerzy Kanigowski, Bill McAteer, and Bruce Wedeking PUBLIC COMMENTS The following individual addressed the City Council: • Mark Katan Action Minutes 082217 1 CITY COUNCIL REPORTS CONSENT CALENDAR 1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. 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 August 8, 2017 - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 2.1 That the City Council approve the action minutes of August 8, 2017. 3 Approve the List of Demands - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17-48 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 17-05 Amending Chapter 15.08, Western Riverside County Transportation Uniform Mitigation Fee Program, and Finding this Action Exempt from CEQA (Second Reading) - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: Action Minutes 082217 2 4.1 That the City Council adopt an ordinance entitled: ORDINANCE NO. 17-05 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING CHAPTER 15.08, WESTERN RIVERSIDE COUNTY TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM, AND FINDING THIS ACTION EXEMPT FROM CEQA 5 Approve the Second Amendment to the Consultant Services Agreement with Park Consulting Group for Technology Services - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 5.1 That the City Council approve a Second Amendment to the Consultant Services Agreement with Park Consulting Group to extend the term to June 30, 2019, and to increase the authorized contract amount in the amount of $100,000 for technology services, for a total agreement amount of $150,000 6 Approve the Sponsorship Agreement with Michelle's Place for the Michelle's Place Walk of Hope (At the Request of Economic Development Committee Mayor Edwards and Council Member Comerchero) - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 6.1 That the City Council approve the Sponsorship Agreement with Michelle's Place for city -support costs, in the amount of $250 and in-kind promotional services of $11,415, for the Michelle's Place Walk of Hope. 7 Approve the Sponsorship Agreement with Valley of the Mist Quilt Guild for the 2017 Old Town Temecula Outdoor Quilt Show (At the Request of Economic Development Committee Mayor Edwards and Council Member Comerchero) - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 7.1 That the City Council approve the Sponsorship Agreement with Valley of the Mist Quilt Guild for city -support costs, in the amount of $1,900 and in-kind promotional services of $11,415, for the 2017 Old Town Temecula Outdoor Quilt Show. 8 Approve an Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management for Homeless Encampment Cleanup Services, and Approve an Appropriation from the General Fund Reserve - Approved Staff Recommendation (4-0, Naggar absent); Motion by Comerchero, Second by Rahn; Action Minutes 082217 3 and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 8.1 Approve an Agreement for Minor Maintenance Services with Rene B. Martinez, Sr. dba Rene's Commercial Management, in the amount of $100,000, for Homeless Encampment Cleanup Services; 8.2 Approve an appropriation, in the amount of $100,000, from the General Fund Reserve. The following individuals addressed the City Council on item 8: • Tami Sims • Martha Howard 9 Receive and File Temporary Street Closure for 2017 Autumnfest Events - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 9.1 That the City Council receive and file the following proposed action by the City Manager: Temporarily close certain streets for the following 2017 Autumnfest Events: WESTERN DAYS HEALTH & COMMUNITY RESOURCE FAIR GREEK FESTIVAL VETERAN'S DAY PECHANGA PU'ESKA MOUNTAIN DAY 10 Summarily Vacate Restricted Access Along a Portion of Rancho California Road at Parcel 3 of Parcel Map 19580-1 - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 10.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17-49 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA TO SUMMARILY VACATE RESTRICTED ACCESS ALONG A PORTION OF RANCHO CALIFORNIA ROAD AT PARCEL 3 OF PARCEL MAP 19580-1, PURSUANT TO THE AUTHORITY PROVIDED BY CHAPTER 4, PART 3, DIVISION 9 OF THE STREETS AND HIGHWAY CODE Action Minutes 082217 4 11 Summarily Vacate Restricted Access Along a Portion of Rancho California Road at Parcel 1 of Parcel Map 35481 - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 11.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA TO SUMMARILY VACATE RESTRICTED ACCESS ALONG A PORTION OF RANCHO CALIFORNIA ROAD AT PARCEL 1 OF PARCEL MAP 35481, PURSUANT TO THE AUTHORITY PROVIDED BY CHAPTER 4, PART 3, DIVISION 9 OF THE STREETS AND HIGHWAY CODE 12 Approve Tract Map 36479 (Located at the Southeast Corner of Nicolas Road and Via Lobo - Approved Staff Recommendation (4-0, Naggar absent); Motion by Rahn, Second by Comerchero; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: 12.1 Approve Tract Map 36479 in conformance with the Conditions of Approval; 12.2 Approve the Subdivision Improvement Agreement and accept the Faithful Performance Bond and Labor and Material Bond as security for the Agreement; 12.3 Approve the Subdivision Monument Agreement and accept the Monumentation Bond as security for the Agreement. RECESS: At 7:46 PM, the City Council recessed and convened as the Temecula Community Services District Meeting. At 7:47 PM, the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING 14 Adopt Weed Abatement Lien Resolution for Fiscal Year 2016-17 - Approved Staff Recommendation (4-0, Naggar absent); Motion by Comerchero, Second by Rahn; and electronic vote reflected approval by Comerchero, Rahn, Stewart and Edwards with Naggar absent. RECOMMENDATION: Action Minutes 082217 5 14.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 17-51 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING CONFIRMATION OF THE SPECIAL ASSESSMENTS AGAINST PARCELS OF LAND WITHIN THE CITY OF TEMECULA FOR COSTS OF ABATEMENT AND REMOVAL OF HAZARDOUS VEGETATION FOR FISCAL YEAR 2016-17 DEPARTMENTAL REPORTS 15 Community Development Department Monthly Report 16 Fire Department Monthly Report 17 Police Department Monthly Report 18 Public Works Department Monthly Report BOARD/COMMISSION REPORTS CITY MANAGER REPORT CITY ATTORNEY REPORT City Attorney Thorson stated there were no reportable actions under the Brown Act in regards to the Closed Session item. ADJOURNMENT At 8:00 PM, the City Council meeting was formally adjourned to Tuesday, September 5, 2017, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Maryann Edwards, Mayor ATTEST: Randi Johl, City Clerk [SEAL] Action Minutes 082217 6 Item No. 3 TO: FROM: DATE: SUBJECT: Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT City Manager/City Council Jennifer Hennessy, Director of Finance September 5, 2017 Approve the List of Demands PREPARED BY: RECOMMENDATION: Pascale Brown, Fiscal Services Manager Pam Espinoza, Accounting Tech I That the City Council adopt a resolution entitled: RESOLUTION NO. 17- 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. 17- 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 $5,387,760.78. 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 5th day of September, 2017. Maryann Edwards, 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. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5th day of September, 2017, 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 08/10/2017 TOTAL CHECK RUN: $ 3,946,428.28 08/17/2017 TOTAL CHECK RUN: 934,033.38 08/10/2017 TOTAL PAYROLL RUN: 507,299.12 TOTAL LIST OF DEMANDS FOR 09/05/2017 COUNCIL MEETING: $ 5,387,760.78 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 3,709,210.06 125 PEG PUBLIC EDUCATION & GOVERNMENT 26,474.77 140 COMMUNITY DEV BLOCK GRANT 21,325.43 165 AFFORDABLE HOUSING 2,491.60 190 TEMECULA COMMUNITY SERVICES DISTRICT 255,892.56 192 TCSD SERVICE LEVEL B STREET LIGHTS 239.88 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 1,453.68 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 9,399.99 197 TEMECULA LIBRARY FUND 24,824.65 210 CAPITAL IMPROVEMENT PROJECTS FUND 601,910.46 300 INSURANCE FUND 6,886.52 305 WORKERS' COMPENSATION 2,528.63 320 INFORMATION TECHNOLOGY 91,631.34 325 TECHNOLOGY REPLACEMENT FUND 24,000.00 330 CENTRAL SERVICES 2,824.71 340 FACILITIES 65,962.92 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 62.27 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 107.50 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,536.72 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 28.69 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 143.55 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 28.71 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 57.09 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 399.96 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 25.29 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 31.50 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 26.71 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 289.49 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,488.03 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 79.43 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 30.03 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 73.45 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 24.94 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 235.32 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 1,139.10 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 311.34 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 4,890.43 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 27.53 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 414.46 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 4,757.06 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 60.22 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 25.29 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 30.34 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 9,117.73 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 26.28 700 CERBT CALIFORNIA EE RETIREE-GASB45 7,936.00 $ 4,880,461.66 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 257,145.10 140 COMMUNITY DEV BLOCK GRANT 408.07 165 AFFORDABLE HOUSING 3,133.68 190 TEMECULA COMMUNITY SERVICES DISTRICT 150,292.87 192 TCSD SERVICE LEVEL B STREET LIGHTS 323.69 194 TCSD SERVICE LEVEL D REFUSE RECYCLING 2,462.57 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 314.90 197 TEMECULA LIBRARY FUND 1,461.14 300 INSURANCE FUND 886.29 305 WORKERS' COMPENSATION 1,876.42 320 INFORMATION TECHNOLOGY 25,260.58 330 CENTRAL SERVICES 4,033.22 340 FACILITIES 10,548.16 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 18.74 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 38.70 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 30.38 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 4.17 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 49.52 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTR 7.07 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 7.65 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 188.12 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 1.53 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 7.85 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 2.39 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 105.61 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 22.41 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 7.27 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 5.90 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 26.31 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 0.51 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 98.00 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 52.28 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 147.11 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 240.54 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 3.18 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 6.10 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 135.29 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 43.36 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 0.98 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 6.10 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 209.28 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 1.92 700 CERBT CALIFORNIA EE RETIREE-GASB45 47,684.16 507,299.12 TOTAL BY FUND: $ 5,387,760.78 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 1 Bank : union UNION BANK Check # Date Vendor Description 3446 08/10/2017 000246 PERS (EMPLOYEES' PERS EMPLOYEE RETIREMENT RETIREMENT) PAYMENT Amount Paid Check Total 89,960.09 89,960.09 3451 08/10/2017 010349 CALIF DEPT OF CHILD SUPPORT PAYMENT 1,008.45 1,008.45 SUPPORT 3452 08/10/2017 017429 COBRA ADVANTAGE INC., DBA: REIMBURSEMENT FSA PAYMENT 19,700.70 19,700.70 FLEX ADVANTAGE 3453 08/10/2017 000194 I CMA RETIREMENT -PLAN I CMA RETIREMENT TRUST 457 8,476.58 8,476.58 303355 PAYMENT 3454 08/10/2017 000444 INSTATAX (EDD) STATE TAXES PAYMENT 24,076.91 24,076.91 3455 08/10/2017 000283 INSTATAX (IRS) FEDERAL INCOME TAXES PAYMENT 3456 08/10/2017 000389 NATIONWIDE RETIREMENT OBRA- PROJECT RETIREMENT SOLUTION PAYMENT 3457 08/10/2017 001065 NATIONWIDE RETIREMENT NATIONWIDE RETIREMENT PAYMENT SOLUTION 3458 08/10/2017 019088 NATIONWIDE RETIREMENT NATIONWIDE LOAN REPAYMENT SOLUTION PAYMENT 3460 08/10/2017 000245 PERS - HEALTH INSUR PREMIUM 184375 08/09/2017 018070 HAWKINS, KEVIN 89,345.92 89,345.92 6,077.32 6,077.32 11,632.49 11,632.49 442.44 442.44 PERS HEALTH PAYMENT 0.00 PERS HEALTH PAYMENT 114,732.50 ADV. CLAIMS PAYMENT 6,314.14 184376 08/10/2017 004973 ABACHERLI, LINDI TCSD INSTRUCTOR EARNINGS 184377 08/10/2017 018098 ACME ADMINISTRATORS, INC AUG THIRD PARTY CLAIMS ADMIN: WORKERS 114, 732.50 6,314.14 350.00 350.00 1,250.00 1,250.00 184378 08/10/2017 020107 ADAMS QUAN, SHANNON REFUND:RETURNED LOST 26.00 26.00 MATERIALS:LIBRARY 184379 08/10/2017 019075 ADORAMA INC miscA/V production equip:PEG supplies 1,599.00 1,599.00 184380 08/10/2017 004240 AMERICAN FORENSIC NURSES DUI DRUG SCREENINGS: POLICE 225.00 (AFN) DUI DRUG SCREENINGS: POLICE 750.00 975.00 Pagel apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 2 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184381 08/10/2017 002187 ANIMAL FRIENDS OF THE JUN ANIMAL CONTROL SRVCS:CITY VALLEYS OF TEMECUL 184382 08/10/2017 013950 AQUA CHILL OF SAN DIEGO 184383 08/10/2017 004623 AQUA SOURCE INC 184384 08/10/2017 006254 BALLET FOLKLORICO JUL DRINKING WATER SRVCS: INFO TECH JUL DRINKING WATER SYSTEM: CIVIC C JUL DRINKING WATER SYSTEM: MPSC JUL DRINKING WATER SYSTEM: JRC Amount Paid Check Total 10,000.00 10,000.00 28.28 183.71 34.75 28.28 POOL MAI NT:TES 417.92 POOL TEST REAGENTS:AQUATICS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 184385 08/10/2017 010806 BARNEYS TIRE AND WHEEL VEHICLE MAINTENANCE: TCC 184386 08/10/2017 014293 BIBLIOTHECA ITG, LLC SELF SVC CHECKOUT SYSTEM: LIBRARY 184387 08/10/2017 014284 BLAKELY'S TRUCK SERVICE VEH & EQUIP REPAIRS: PW STREET MAINT VEH & EQUIP REPAIRS: PW STREET MAI VEH & EQUIP REPAIRS: PW STREET MAI VEH & EQUIP REPAIRS: PW STREET MAI 275.02 146.04 563.96 367.50 171.50 147.00 686.00 190.00 190.00 8,722.48 8,722.48 236.68 175.32 100.89 521.58 184388 08/10/2017 018408 BOB CALLAHAN'S POOL JUL POOLS & FOUNTAINS MAINT:VAR 925.00 SERVICE FACILITI JUL POOLS & FOUNTAINS MAINT: VAR F/ 1,095.00 184389 08/10/2017 011348 BONCOR WATER SYSTEMS JUL & AUG WATER TANK FILTER REPL: 508.00 LLC STA 73 184390 08/10/2017 008605 BONTERRA PSOMAS JUN ENVIRO MITIGATION SVCS 1,034.47 2,020.00 508.00 2,381.25 2,381.25 184391 08/10/2017 017878 CALFEST 24TH ANNUAL CONVENTION:ADAMIAK 495.00 495.00 1/23-25 184392 08/10/2017 004248 CALIF DEPT OF JUSTICE-ACCTING MAY DOJ ALCOHOL 35.00 ANALYSIS:TEMECULA POLICE APR DOJ ALCOHOLANALYSIS:TEMECUL 35.00 70.00 184393 08/10/2017 018828 CASC ENGINEERING AND PREP CEQA DOCS:PRECISION STORAGE 184394 08/10/2017 004462 CDW, LLC 43.75 43.75 printer lifecycle replacement:info tech 2,917.11 MISC SMALL TOOLS & EQUIP:INFO TECF 724.58 3,641.69 Page2 apChkLst 08/10/2017 9:59:23AM Final Check List CITY OF TEMECULA Page: 3 Bank : union UNION BANK (Continued) Check # Date Vendor 184395 08/10/2017 004405 COMMUNITY HEALTH CHARITIES, C/O WELLS FARGO BANK 184396 08/10/2017 016530 COMMUNITY MISSION OF HOPE 184397 08/10/2017 013379 COSSOU, CELINE 184398 08/10/2017 014521 COSTAR GROUP INFORMATION, INC 184399 08/10/2017 004329 COSTCO TEMECULA #491 184400 08/10/2017 010650 CRAFTSMEN PLUMBING & HVAC INC 184401 08/10/2017 018491 CRONBERG PHOTOGRAPHY 184402 08/10/2017 000209 CROP PRODUCTION SERVICES 184403 08/10/2017 003272 DAISY WHEEL RIBBON CO.,INC DBA 184404 08/10/2017 002990 DAVID TURCH &ASSOCIATES 184405 08/10/2017 008943 DEPT OF GENERAL SERVICES (DGS) 184406 08/10/2017 003945 DIAMOND ENVIRONMENTAL SRVCS Description EMPLOYEE CHARITY DONATIONS PAYMENT CDBG SUBRECIPIENT:INCLEMENT WEATHER TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS AUG 17 WEB SUBSCRIPTION:ECO DEV SUPPLIES:HUMAN SERVICES SUPPLIES,REFRESHMENTS & MISC. ITE SUPPLIES:HUMAN SERVICES PLUMBING SRVCS: VARIOUS PARKS RE -ATTACH TOWER PANELS: CIVIC CEN PLUMBING REPAIR: SENIOR CENTER PLUMBING SVCS: PBSP INSTALL HVAC PART: BIRDSALL SNACK E PLUMBING SVCS: SKATE PARK CUTAND REPAIR EOC DESK TCSD INSTRUCTOR EARNINGS MAINTENANCE SUPPLIES:PW STREET DIV MISC TONER & INK FOR PRINTERS:ALL FACILI JUN 17 FED LEGISLATIVE CONSULTING SVCS: CASE FILING FEE: RANCHO MASSAGE PORTABLE RESTROOM RENTALS: LONG CANYON P PORTABLE RESTROOM RENTALS: LASE PORTABLE RESTROOM RENTALS: VAIL F PORTABLE RESTROOM RENTALS: RIVEF PORTABLE RESTROOM RENTALS: GRED 184407 08/10/2017 020102 DYNAMIC WOORDWORKS OVERPAYMENT OF BUS LIC APPLICATION Amount Paid Check Total 24.00 8,283.00 1,330.00 490.00 433.67 72.27 413.72 424.12 399.22 7,000.00 225.00 110.00 248.00 210.00 350.00 392.00 54.38 2,465.46 3,500.00 672.50 55.96 55.96 55.96 55.96 55.96 24.00 8,283.00 1,820.00 433.67 910.11 8,542.22 392.00 54.38 2,465.46 3,500.00 672.50 279.80 1.00 1.00 Page3 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 4 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184408 08/10/2017 004592 EBS GENERAL ENGINEERING, CITYWIDE CONCRETE REPAIRS: INC. PW16-04 Amount Paid Check Total 32,717.05 32,717.05 184409 08/10/2017 004068 ECALDRE MANALILI-DE VILLA, TCSD INSTRUCTOR EARNINGS 175.00 AILEEN TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 184410 08/10/2017 011202 EMH SPORTS USA, INC TCSD INSTRUCTOR EARNINGS 184411 08/10/2017 011292 ENVIRONMENTAL SCIENCE ASSOC. 184412 08/10/2017 020103 ESCOLERO, LOUIS 184413 08/10/2017 001056 EXCEL LANDSCAPE, INC. 231.00 280.00 215.60 262.50 140.00 105.00 245.00 350.00 315.00 354.20 2,673.30 840.00 840.00 JUN SEIR FOR THE PROPOSED: 4,820.00 TRUAX HOTEL DEC 16 EIR:CYPRESS RIDGE DEV 5,185.60 BALANCE ADJ FOR VIOLATION 305.00 DISMISSAL JUL LNDSCP MAINT:PARKS:MEDIANS JUL LNDSCP MAINT:PARKS:SCHOOLS JUL LNDSCP MAINT:PARKS:MEDIANS 184414 08/10/2017 017432 EYEMED VISION CARE VISION PLAN PAYMENT 184415 08/10/2017 015330 FAIR HOUSING COUNCIL JUN 17 FAIR HOUSING SRVCS:CDBG FUNDING 184416 08/10/2017 019469 FALCON ENGINEERING JUL 17 CONST MGMT SRVCS: PW04-08 SERVICES 51,049.63 54,261.63 19,085.51 10,005.60 305.00 124,396.77 1,202.26 1,202.26 527.36 527.36 158,244.83 158,244.83 184417 08/10/2017 017736 FEAST CALIFORNIA CAFE, LLC FOOD:ART OFF THE WALLS EVENTS 549.66 549.66 184418 08/10/2017 000165 FEDERAL EXPRESS INC 7/20-7/21 EXP MAIL SVCS: CLERK/LAND DEV 184419 08/10/2017 003747 FINE ARTS NETWORK 184420 08/10/2017 002982 FRANCHISE TAX BOARD 31.65 31.65 STTLMT: MONTY PYTHON'S 14,984.39 SPAMALOT 7/21-8/6 STTLMNT: "TONY SURACI" 8/5/17 3,500.70 SUPPORT PAYMENT 308.66 18,485.09 308.66 Page4 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 5 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184421 08/10/2017 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 184422 08/10/2017 018858 FRONTIER CALIFORNIA, INC. 184423 08/10/2017 007279 GAIL MATERIALS INC 184424 08/10/2017 013076 GAUDET, YVONNE M. 184425 08/10/2017 000177 GLENNIES OFFICE PRODUCTS INC Amount Paid Check Total 150.00 150.00 AUG INTERNET SVCS:LIBRARY 7.42 AUG INTERNET SVCS:LIBRARY 7.42 AUG INTERNET SVCS:SKATE PARK 41.94 AUG INTERNET SVCS:EOC 135.00 AUG INTERNET SVCS:FIRE STN 95 122.04 313.82 BASEBALL MOUND CLAY:MIX: PBSP 6,936.76 6,936.76 TCSD INSTRUCTOR EARNINGS 571.20 571.20 MISC OFC SUPPLIES: FIRE STA. 12 482.85 482.85 184426 08/10/2017 009475 GOLDEN STAR TECHNOLOGY, CREDIT MEMO: EXCEEDED PO -546.15 INC AMOUNT GETAC T800 MINI RUGGED TABLETS: PC 58,809.70 184427 08/10/2017 019719 GOLDFIELD STAGE COMPANY, TRANSPORTATION:SUMMER DAY 702.97 MCCLINTOCK ENTERPRISE CAMP INC TRANSPORTATION:SUMMER DAY CAMP 587.94 TRANSPORTATION:SUMMER DAY CAMP 184428 08/10/2017 016552 GONZALES, MARK ALLEN TCSD INSTRUCTOR EARNINGS 184429 08/10/2017 003342 HABITAT FOR HUMANITY CDBG SUB -RECIPIENT CDBG SUB -RECIPIENT 58,263.55 3,323.13 4,614.04 360.00 360.00 2,207.23 10,000.00 12,207.23 Pages apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 6 Bank : union UNION BANK (Continued) Check # Date Vendor 184430 08/10/2017 000186 HANKS HARDWARE INC Description MISC HARDWARE SUPPLIES: FIRE STA. 12 MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES TCC MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES CIVIC CENTE MAINTENANCE SUPPLIES CIVIC CENTE MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES IWTCM MAINTENANCE SUPPLIES IWTCM MAINTENANCE SUPPLIES HISTORY MU; MAINTENANCE SUPPLIES HISTORY MU; MAINTENANCE SUPPLIES OTTT MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES CIVIC CENTE MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES CIVIC CENTE MAINTENANCE SUPPLIES CIVIC CENTE MAINTENANCE SUPPLIES MPSC MAINTENANCE SUPPLIES TPL MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES AQUATICS MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES CRC MAINTENANCE SUPPLIES IWTCM MAINTENANCE SUPPLIES IWTCM MAINTENANCE SUPPLIES IWTCM MAINTENANCE SUPPLIES TCC MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES: VAR PARKS MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES:PW STREET C MAINTENANCE SUPPLIES:PW STREET C Amount Paid Check Total 153.07 27.04 26.61 7.37 15.75 109.82 49.98 8.66 35.87 43.02 13.91 3.03 95.61 23.90 24.45 21.71 10.85 14.13 1.08 3.25 13.01 19.09 38.90 141.60 -27.44 5.83 8.74 31.66 15.71 30.10 26.09 42.09 11.95 29.99 19.07 39.47 49.96 26.08 30.43 13.58 3.46 43.48 31.53 10.64 40.23 22.39 Page6 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 7 Bank : union UNION BANK (Continued) Check # Date Vendor 184431 08/10/2017 006250 HAZ MAT TRANS INC Description Amount Paid Check Total MAINTENANCE SUPPLIES:PW STREET C 93.40 MAINTENANCE SUPPLIES:PW STREET C -1.18 MAINTENANCE SUPPLIES CIVIC CENTE 41.29 1,540.26 HAZ MAT DISPOSAL SERVICE: PW 3,335.73 3,335.73 MAINT 184432 08/10/2017 000520 HDL COREN & CONE INC CAFR 2016-17: TEMECULA FINANCE 645.00 645.00 DEPT 184433 08/10/2017 010210 HOME DEPOT SUPPLY INC, SUPPLIES: SAFETY TRAILER 116.71 THE CPR PROGRAM: MEDICS 288.49 405.20 184434 08/10/2017 003198 HOME DEPOT, THE MAINT SUPPLIES: CIVIC CTR 88.78 MAINT SUPPLIES: CIVIC CTR 93.70 MAINT SUPPLIES: CIVIC CTR 54.86 237.34 184435 08/10/2017 001407 INTER VALLEY POOL SUPPLY POOL CHEMICAL SUPPLIES: VAR 915.78 INC POOLS POOL CHEMICAL SUPPLIES: VAR POOLE 452.35 POOL CHEMICAL SUPPLIES: VAR POOLE 541.28 1,909.41 184436 08/10/2017 012883 JACOB'S HOUSE INC EMPLOYEE CHARITY DONATIONS 40.00 40.00 PAYMENT 184437 08/10/2017 012285 JOHNSTONE SUPPLY MAINTENANCE SUPPLIES: LIBRARY 599.89 599.89 184438 08/10/2017 019508 LARRY WALKER ASSOCIATES, JUN ENVIRON COMPLIANCE SVCS: 1,493.75 1,493.75 INC. NPDES 184439 08/10/2017 011022 LATITUDE GEOGRAPHICS GEOCORTEX ESSENTIALS MAINT:GIS GROUP LTD 184440 08/10/2017 003726 LIFE ASSIST INC EMERGENCY MEDICAL SUPPLIES: STA. 84 EMERGENCY MEDICAL SUPPLIES: STA. EMERGENCY MEDICAL SUPPLIES: STA. EMERGENCY MEDICAL SUPPLIES: STA. EMERGENCY MEDICAL SUPPLIES: STA. EMERGENCY MEDICAL SUPPLIES: STA. 184441 08/10/2017 011145 LODATO, JILL CHRISTINE TCSD INSTRUCTOR EARNINGS 3,700.00 3,700.00 925.73 3,263.19 2.37 98.14 1,481.78 3,915.00 9,686.21 1,095.15 1,095.15 184442 08/10/2017 014392 MC COLLOUGH, JILL DENISE JUL PLANTSCAPE SRVCS: LIBRARY 200.00 JUL PLANTSCAPE SRVCS:CIVIC CTR 500.00 700.00 184443 08/10/2017 000944 MCCAIN TRAFFIC SUPPLY INC TRAFFIC SIGNAL REPAIRS: PW 4,794.59 4,794.59 Page:7 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 8 Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 184444 08/10/2017 015959 MEHEULA MUSIC Contacted Temecula Presents Presenter 10,000.00 10,000.00 PRODUCTIONS 184445 08/10/2017 018314 MICHAEL BAKER INT'L INC. 5/1-7/2 PLAN REV SUPPORT: PW06-09 4,312.32 4,312.32 184446 08/10/2017 001868 MIYAMOTO-JURKOSKY, SUSAN TCSD INSTRUCTOR EARNINGS 269.50 269.50 ANN 184447 08/10/2017 016445 MKB PRINTING & BUSINESS CARDS: CLEMENTS & 97.98 97.98 PROMOTIONAL INC KODANI 184448 08/10/2017 004586 MOORE FENCE COMPANY INC install vinyl fence parts:various parks 770.68 770.68 184449 08/10/2017 004040 MORAMARCO, ANTHONY J. 184450 08/10/2017 001323 NESTLE WATERS NORTH AMERICA TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 6/23-7/22/17 DELIV. DRINKING WATER: PBSP 6/23-7/22/17 DELIV. DRINKING WATER: Cl 6/23-7/22/17 DELIV. DRINKING WATER: T\ 6/23-7/22/17 DELIV. DRINKING WATER: T( 6/23-7/22/17 DELIV. DRINKING WATER: TE 6/23-7/22/17 DELIV. DRINKING WATER: M 6/23-7/22/17 DELIV. DRINKING WATER: TE 6/23-7/22/17 DELIV. DRINKING WATER: T\ 6/23-7/22 DELIV DRINKING WTR: SKATE I 6/23-7/22/17 DELIV. DRINKING WATER: F( 6/23-7/22/17 DELIV. DRINKING WATER: 0 6/23-7/22/17 DELIV. DRINKING WATER: CI 6/23-7/22/17 DELIV. DRINKING WATER: IV 184451 08/10/2017 019839 O'CONNOR, DENISE TCSD INSTRUCTOR EARNINGS 63.00 2,205.00 441.00 77.00 1,680.00 47.20 27.32 29.87 24.04 74.25 26.85 142.82 47.64 6.45 150.22 37.73 171.06 28.42 4,466.00 813.87 70.00 70.00 184452 08/10/2017 003964 OFFICE DEPOT BUSINESS SVS OFFICE SUPPLIES: HR 26.96 DIV 184453 08/10/2017 002105 OLD TOWN TIRE & SERVICE OFFICE SUPPLIES: HR CREDIT/OFFICE SUPPLIES:HR CREDIT/OFFICE SUPPLIES:HR CITY VEHICLE MAINT SVCS:PW PARKS MAI NT CITY VEHICLE MAINT SVCS:PW PARKS F CITY VEHICLE MAINT SVCS:PW PARKS F CITY VEHICLE MAINT SVCS:PW PARKS F CITY VEHICLE MAINT SVCS:PW PARKS F 63.49 -15.98 -47.51 66.87 177.25 1,071.53 48.01 711.54 26.96 2,075.20 Page:8 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 9 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184454 08/10/2017 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE MAINT SVCS:PW PARKS MAINT 184455 08/10/2017 019334 PARK CONSULTING GROUP, JUL CONSULTING & ENTERPRISE INC SRVCS:I.T. 184456 08/10/2017 004605 PERSONAL TOUCH CATERING DEPOSIT:COMMISSION RECOGN. 9/7/17 184457 08/10/2017 017431 PLIC - SBD GRAND ISLAND DENTAL INSURANCE PAYMENT Amount Paid Check Total 743.71 743.71 3,315.00 3,315.00 1,194.21 1,194.21 10,285.35 10,285.35 184458 08/10/2017 010338 POOL & ELECTRICAL CHEMICALS AND SUPPLIES: VAR 417.21 417.21 PRODUCTS INC POOLS 184459 08/10/2017 005820 PRE -PAID LEGAL SERVICES PREPAID LEGAL SERVICES PAYMENT INC 184460 08/10/2017 000254 PRESS ENTERPRISE COMPANY INC 184461 08/10/2017 019015 PROJECT RADIAN 6/25-30 SUBSCR:PLNG 180905646 7/1-31 SUBSCR:PLNG 180905646 TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 184462 08/10/2017 020106 RANCHO HEIGHTS ROAD & REFUND:SEC DEP:RM RENTAL:CONF CTR A/B 342.85 342.85 10.70 42.82 53.52 1,764.00 1,764.00 3,528.00 200.00 200.00 184463 08/10/2017 000947 RANCHO REPROGRAPHICS BLUEPRINTS:MARG. RD. PAVEMENT 35.24 35.24 REHAB 184464 08/10/2017 003591 RENES COMMERCIAL WEED ABATEMENT SRVCS:DIAZ CITY MANAGEMENT LOT 184465 08/10/2017 000406 RIVERSIDE CO SHERIFFS 05/25/17-06/30/17 LAW ENFORCEMENT DEPT 184466 08/10/2017 014347 ROBERTS, PATRICIA G. TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 184467 08/10/2017 017446 ROSE AGAIN FOUNDATION FY 17/18 (JC) COUNCIL CSF AWARD FY 17/18 (JS) COUNCIL CSF AWARD 7,500.00 7,500.00 2,718,667.59 2,718,667.59 252.00 252.00 252.00 252.00 1,000.00 1,008.00 1,000.00 2,000.00 Page9 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 10 Bank : union UNION BANK (Continued) Check # Date Vendor 184468 08/10/2017 004274 SAFE & SECURE LOCKSMITH Description LOCKSMITH SRVCS:CROWN HILL PARK USE TAX/LOCKSMITH SRVCS:CROWN HI LOCKSMITH SRVCS:MARG. PARK LOCKSMITH SRVCS:SKATE PARK LOCKSMITH SRVCS:VAR. PARKS LOCKSMITH SRVCS:SKATE PARK 184469 08/10/2017 009980 SANBORN, GWYNETH A. COUNTRY LIVE! @ THE MERC Amount Paid Check Total 149.97 -0.27 206.53 37.37 22.63 30.78 447.01 703.50 703.50 184470 08/10/2017 017699 SARNOWSKI, SHAWNA, M PHOTOGRAPHY:INTERN 150.00 150.00 PRESTON APPRECIATION LUNCHEON 184471 08/10/2017 018012 SAUNDERS, CATHY TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS 214.20 275.10 277.20 254.10 1,020.60 184472 08/10/2017 009213 SHERRY BERRY MUSIC JAZZ @ THE MERC 8/3/17 483.00 483.00 184473 08/10/2017 009746 SIGNS BY TOMORROW 184474 08/10/2017 000645 SMART & FINAL INC USE TAX/PUBLIC NTCS -4.00 POSTING:PW/PECHANGA PUBLIC NTCS POSTING: PW/PECH. PKV'J 855.00 SUPPLIES & MISC. ITEMS:MPSC SUPPLIES & MISC. ITEMS:HUMAN SERV! SUPPLIES FOR EVENTS:CULTURALART: 165.71 120.60 140.09 851.00 426.40 Pagel 0 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 11 Bank : union UNION BANK (Continued) Check # Date Vendor 184476 08/10/2017 000537 SO CALIF EDISON Description JUL 2-29-295-3510:32211 WOLF VLY RD JUL 2-00-397-5042:43200 BUS PARK DR t JUL 2-00-397-5067:TCSD SVC LEV C JUL 2-30-220-8749:45850 N WOLF CREEK JUL 2-29-953-8447:31738 WOLF VLY RD JUL 2-29-657-2332:45538 REDWOOD RD JUL 2-31-404-6020:28771 OT FRONT ST JUL 2-28-629-0507:30600 PAUBA RD JUL 2-29-224-0173:32364 OVERLAND TRL JUL 2-19-171-8568:28300 MERCEDES ST JUL 2-18-937-3152:28314 MERCEDES ST JUL 2-14-204-1615:30027 FRONT ST RDIC JUL 2-30-520-4414:32781 TEM PKWY LS3 JUL 2-36-641-3912:27498 ENTERPRISE C JUL 2-36-641-3839:27498 ENTERPRISE C JUL 2-35-664-9053:29119 MARGARITA RD JUL 2-25-393-4681:41951 MORAGA RD JUL 2-35-403-6337:41375 MCCABE CT JUL 2-29-223-8607:42035 2ND ST PED JUL 2-29-953-8249:46497 WOLF CREEK C JUL 2-29-953-8082:31523 WOLF VLY RD JUL 2-31-536-3226:28690 MERCEDES ST JUL 2-32-903-8293:41000 MAIN ST JUL 2-35-707-0010:33451 S HWY-79 PED JUL 2-21-981-4720:30153 TEM PKWY TPP JUL 2-28-904-7706:32329 OVERLAND TRL JUL 2-29-657-2787:41638 WINCHESTER F JUL 2-29-807-1093:28079 DIAZ RD PED JUL 2-29-807-1226:28077 DIAZ RD PED JUL2-31-031-2616:27991 DIAZ RD PED JUL 2-31-282-0665:27407 DIAZ RD PED JUL 2-31-536-3481:41902 MAIN ST JUL 2-31-536-3655:41904 MAIN ST JUL 2-31-419-2873:43000 HWY-395 JUL 2-34-333-3589:41702 MAIN ST JUL 2-02-351-4946:41845 6TH ST JUL 2-31-912-7494:28690 MERCEDES ST JUL 2-29-933-3831:43230 BUS PARK DR 184477 08/10/2017 001212 SO CALIF GAS COMPANY JUL 091-085-1632-0:41951 MORAGA/POOL 184478 08/10/2017 012652 SOUTHERN CALIFORNIA AUG GEN USAG::0141,0839,2593,9306 184482 08/10/2017 007762 STANDARD INSURANCE BASIC LIFE INSURANCE PAYMENT COMPANY Amount Paid Check Total 2,191.98 5,663.53 2,111.99 404.80 24.45 24.78 1,021.45 13,440.39 2,603.38 652.14 1,368.15 62.45 1,087.00 25.05 27.93 1,084.27 772.74 1,468.17 657.53 27.22 27.99 2,055.65 25,503.88 51.27 19.03 134.63 25.69 26.29 25.01 26.48 26.29 152.10 773.67 25.69 26.72 2,685.17 1,278.01 2,909.12 70,492.09 109.53 109.53 566.81 566.81 7,952.87 7,952.87 Page:11 apChkLst 08/10/2017 9:59:23AM Final Check List CITY OF TEMECULA Page: 12 Bank : union UNION BANK (Continued) Check # Date Vendor 184483 08/10/2017 012723 STANDARD INSURANCE COMPANY 184484 08/10/2017 014665 STAR WAY SYSTEMS CORPORATION 184485 08/10/2017 015648 STEIN, ANDREW 184486 08/10/2017 016262 STEVE ADAMIAK GOLF INSTRUCTION 184487 08/10/2017 007698 SWANK MOTIONS PICTURES, INC. 184488 08/10/2017 013387 SWEEPING UNLIMITED INC 184489 08/10/2017 003599 TY LIN INTERNATIONAL 184490 08/10/2017 001547 TEAMSTERS LOCAL 911 184491 08/10/2017 017295 TEMECULA PIZZA FACTORY 184492 08/10/2017 000306 TEMECULA VALLEY PIPE & SUPPLY 184493 08/10/2017 003941 TEMECULA WINNELSON COMPANY 184494 08/10/2017 017415 THYSSENKRUPP ELEVATOR CORP 184495 08/10/2017 016311 TIERCE, NICHOLAS 184496 08/10/2017 010276 TIME WARNER CABLE 184497 08/10/2017 017430 TRANSAMERICA LIFE INSURANCE CO 184498 08/10/2017 000278 TRONC, INC. Description VOLUNTARY SUPP LIFE INSURANCE PAYMENT INSTALLAMPLIFIER: OLD TOWN 3/17 MISC SUPPLIES:4TH OF JULY TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS MOVIE RENTAL:MOVIES IN THE PARK 7/28 JUL SWEEPING SRVCS: PARKING GARAGE 5/27-6/30 CONSULT SRVCS:F.V.PKWY/I-15 UNION DUES PAYMENT REFRESHMENTS:CRC TEEN ZONE EVENT REFRESHMENTS:CRC TEEN GYM EVEN' IRRIG & PLUMBING SUPPLIES:VAR PARKS PLUMBING SUPPLIES: LIBRARY PLUMBING SUPPLIES: VARIOUS PARKS JUL-SEPT ELEVATOR MAI NT SRVCS:CITY FACS GRAPHIC DESIGN SRVCS:THEATER AUG HIGH SPEED INTERNET:LIBRARY TRANSAMERICA ACCIDENT ADVANTAG PAYMENT JUN PUBLIC NTCADS:PW/PLNG/CITY CLERK CREDIT:BILLING ADJ./CITY CLERK Amount Paid Check Total 878.06 2,337.17 1,074.29 504.00 672.00 411.25 678.00 540.00 124,579.09 5,154.00 112.99 90.69 37.16 308.32 65.43 5,049.00 2,205.00 593.32 3,066.68 4,649.35 878.06 2,337.17 1,074.29 1,587.25 678.00 540.00 124,579.09 5,154.00 203.68 37.16 373.75 5,049.00 2,205.00 593.32 3,066.68 -1,121.82 3,527.53 Page:12 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 13 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184499 08/10/2017 000278 TRONC, INC. ANN'LSUBSCR-8/29/18: FINANCE 47545664 184500 08/10/2017 009709 U H S OF RANCHO SPRINGS, JUN ASSAULT EXAMS:POLICE INC 184501 08/10/2017 017579 U.S. HEALTHWORKS MEDICAL PRE EMPLOY DRUG SCREENINGS:HR CREDIT:BILLING ADJ./HR PRE-EMPLOYMENT SCREENINGS: HR 184502 08/10/2017 018995 VILLANUEVA, CHRISTOPHER TCSD INSTRUCTOR EARNINGS 184503 08/10/2017 007987 WALMART Amount Paid Check Total 311.42 311.42 1,800.00 1,800.00 315.00 -99.00 520.00 736.00 1,417.50 1,417.50 SUPPLIES:PPW 121.27 SUPPLIES:MPSC POOL TOURNAMENT 184504 08/10/2017 003730 WEST COASTARBORISTS INC PALM TREE TRIMMINGS: TVE2 7/1-15 TREE MAINT SRVCS:PARKS & MEI 7/1-15 TREE TRIMMING SRVCS:HARVES- 7/1-15 TREE TRIMMINGS: ROW TREES 6/27-28 TREE TRIMS & REMOVALS: MPS( 1001774 08/04/2017 019873 CARVER, KAREN 1001775 08/04/2017 019873 CARVER, KAREN 1001776 08/04/2017 020108 DANCHO, JENNIFER 1001777 08/04/2017 020108 DANCHO, JENNIFER 1001778 08/04/2017 020117 DAVIS, TERI 1001779 08/04/2017 020118 GIBBS, JENNIFER 1001780 08/04/2017 020109 HRBC INSURANCE 50.00 171.27 675.00 23,242.00 890.00 6,688.00 1,830.00 33, 325.00 REFUND:SUMMER DAY CAMP 0410.205 20.00 20.00 REFUND:SUMMER DAY CAMP 0410.205 188.00 188.00 REFUND:SUMMER DAY CAMP 0410.205 20.00 20.00 REFUND:SUMMER DAY CAMP 0410.205 188.00 188.00 REFUND:SOFTBALL CONDITIONING & 64.00 64.00 AGILITY REFUND:SWEETTREATS BAKING 80.00 80.00 CAMP REFUND:SEC DEP:RM RENTAL:TCC 200.00 200.00 1001781 08/04/2017 019959 HUFFORD, KRISTEN REFUND:SEC DEP:PICNIC RENTAL:RRSP 1001782 08/04/2017 020110 KEYSER, CIARA REFUND:MOTHER & SON DATE NIGHT 1001783 08/04/2017 020119 MAIRHOFER, NEALA REFUND:BEAR CUB UNIV 4005.202 200.00 200.00 12.00 12.00 501.60 501.60 Page:13 apChkLst Final Check List 08/10/2017 9:59:23AM CITY OF TEMECULA Page: 14 Bank : union UNION BANK (Continued) Check # Date Vendor Description 1001784 08/04/2017 020120 MANN, SHAWN REFUND:MULTISPORT CAMP 2315.205 Amount Paid Check Total 80.00 80.00 1001785 08/04/2017 020111 MARSHALL, NANCY REFUND:SEC 200.00 200.00 DEP:AMPHITHEATER:CRC 1001786 08/04/2017 020121 MAYR, MARIA 1001787 08/04/2017 020112 MCLEARY, KERRY 1001788 08/04/2017 020122 MORA, ANTONIO 1001789 08/04/2017 020123 PAREKH, ANJALI 1001790 08/04/2017 020113 PERRY, BETHANIE 1001791 08/04/2017 020114 SCHAUL, CASEY 1001792 08/04/2017 020115 THORNTON, YULIA REFUND:GEARS 2 ROBOTS 2635.202 96.00 96.00 REFUND:MULTISPORT CAMP 2315.205 80.00 80.00 REFUND:MULTISPORT CAMP 2315.205 80.00 80.00 REFUND:JR SPORTS 3-4 YRS 2205.205 105.00 105.00 REFUND:LEVEL 5/6 SWIM LESSONS 36.00 36.00 REFUND:SCUBA DIVING LESSONS 120.00 120.00 3805.203 REFUND:SUMMER DAY CAMP 0400.205 20.00 20.00 1001793 08/04/2017 020115 THORNTON, YULIA REFUND:SUMMER DAY CAMP 0400.205 1001794 08/04/2017 020124 WEST, BRIANNA REFUND:MISS CATHY'S TINY TOTS 1040.204 250.00 250.00 156.00 156.00 1001795 08/04/2017 020124 WEST, BRIANNA REFUND:MISS CATHY'S TINY TOTS 144.00 144.00 1040.207 1001796 08/04/2017 020116 WITTENBERG, JOSIE REFUND:SEC DEP:RM RENTAL:TCC 200.00 200.00 Grand total for UNION BANK: 3,946,428.28 Page:14 apChkLst 08/10/2017 9:59:23AM Final Check List CITY OF TEMECULA Page: 15 159 checks in this report. Grand Total All Checks: 3,946,428.28 Page:15 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 1 Bank : union UNION BANK Check # Date Vendor Description 3471 08/15/2017 000621 WESTERN RIVERSIDE JULY 2017 TUMF PAYMENT COUNCI L OF 3472 08/17/2017 007282 AMAZON.COM, INC 184505 08/17/2017 004594 2 HOT UNIFORMS INC 184506 08/17/2017 004422 AMERICAN BATTERY CORPORATION 184507 08/17/2017 000101 APPLE ONE INC 184508 08/17/2017 004623 AQUA SOURCE INC Amount Paid Check Total 290,216.40 290,216.40 SUPPLIES:SUMMER DAY CAMP 57.07 SUPPLIES:SUMMER DAY CAMP 45.42 BOOKS/COLLECTIONS: LI BRARY 66.77 PLOTTER PRINTHEAD:CENTRAL SVCS 355.00 524.26 ACTIVEWEAR & UNIFORMS: MEDICS 883.33 883.33 CREDIT MEMO: OVERPAID INV# -2.00 T64294 TRAFFIC SIGNAL EQUIP 49.89 47.89 JUL TEMP STAFF SVCS: CITY CLERK & 9,679.84 9,679.84 HR CHLORINE TABLETS: TES POOL 1,802.75 1,802.75 184509 08/17/2017 018941 AZTEC LANDSCAPING, INC. JUL RESTROOMS:SHELTERS MAINT: VAR PARKS 184510 08/17/2017 007065 B & H PHOTO VIDEO INC 184511 08/17/2017 015592 BAMM PROMOTIONAL PRODUCTS, INC 184512 08/17/2017 014293 BIBLIOTHECA ITG, LLC 7,518.35 7,518.35 MISC AUDIO/VISUAL SUPPLIES 274.35 MISC AUDIO/VISUAL SUPPLIES 841.33 CREDIT: DOUBLE PAYMENT -1,135.82 misc A/V production equip:PEG supplies 69.99 AWARDS:SPORTS 3,933.95 AWARDS:SPORTS 784.42 SELF SVC CHECKOUT SYSTEM: 16,030.59 LIBRARY 184513 08/17/2017 003455 BROADCAST MUSIC INC music license copywright 184514 08/17/2017 017813 BUXTON COMPANY CONSULTANT AGREEMENT: ECON DEV 49.85 4,718.37 16,030.59 818.00 818.00 25,000.00 25,000.00 184515 08/17/2017 003138 CAL MAT ASPHALT PURCH:PW STREET MAINT 132.03 ASPHALT PURCH:PW STREET MAINT 470.80 184516 08/17/2017 000924 CALIF ASSOC OF PUBLIC REGIST: TRAINING CONFERENCE: 395.00 VOLLMUTH, 184517 08/17/2017 001054 CALIF BUILDING OFFICIALS CALBO TRAINING:B&S DEPT Calbo Training: Bldg Inspectors Calbo Training: Bldg Inspectors 780.00 390.00 1,755.00 602.83 395.00 2,925.00 Pagel apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 2 Bank : union UNION BANK (Continued) Check # Date Vendor Description 184518 08/17/2017 019878 CERTIFIED ACCESS MEMBERSHIP: CLEMENTS, BRIAN SPECIALIST Amount Paid Check Total 150.00 150.00 184519 08/17/2017 009640 CERTIFION CORPORATION AUG ONLINE DATABASE 162.99 162.99 SUBSCRIPTION:PD 184520 08/17/2017 018956 CHANNING BETE COMPANY CPR CLASS SUPPLIES: MEDICS 692.19 692.19 INC 184521 08/17/2017 018719 CM SCHOOL SUPPLY INC SUPPLIES:PPW 148.99 148.99 184522 08/17/2017 017429 COBRA ADVANTAGE INC., DBA: JUL 17 FLEX PROCESSING FEES 526.50 526.50 FLEX ADVANTAGE 184523 08/17/2017 000442 COMPUTER ALERT SYSTEMS JUL-SEP ALARM SYS MONITORING: 5,775.00 5,775.00 MAINT FAC 184524 08/17/2017 002945 CONSOLIDATED ELECTRICAL ELECTRICAL SUPPLIES: VAR PARKS 373.97 373.97 DIST. 184525 08/17/2017 011922 CORELOGIC, INC. JUL PROPERTY ID SFTWR: CODE 246.00 246.00 ENFORCEMENT 184526 08/17/2017 001264 COSTCO TEMECULA #491 OFFICE SUPPLIES:INFO TECH 184527 08/17/2017 004329 COSTCO TEMECULA #491 RFRSHMNTS:MRC COMMUNITY WORKSHOP 184528 08/17/2017 010650 CRAFTSMEN PLUMBING & HVAC INC LIGHT POLE IMPROVEMENTS: OLD TOWN REHAB PLUMBING SVCS: RRSP APPLIANCE REPAIR: MPSC SWAMP COOLER REMOVE/REPLACE:MF HVAC PREV MAINT: MPSC PLUMBING REPAIR: RRSP SKATE PARK PLUMBING REPAIR: SAM HICKS PARK 184529 08/17/2017 003272 DAISY WHEEL RIBBON CO.,INC PLOTTER PAPER & INK:GIS DBA 184530 08/17/2017 001393 DATA TICKET, INC. JUL 17 PARKING CITATION PROCESSING:PD 51.65 51.65 178.86 178.86 21,200.00 2,200.00 381.00 2,600.00 340.00 540.00 310.00 580.73 27,571.00 580.73 882.03 882.03 Page2 apChkLst 08/17/2017 8:53:49AM Final Check List CITY OF TEMECULA Page: 3 Bank : union UNION BANK (Continued) Check # Date Vendor 184531 08/17/2017 003945 DIAMOND ENVIRONMENTAL SRVCS 184532 08/17/2017 004192 DOWNS ENERGY FUEL& LUBRICANTS 184533 08/17/2017 008532 DREAMSHAPERS 184534 08/17/2017 002390 EASTERN MUNICIPAL WATER DIST 184535 08/17/2017 015090 EVAPCO PRODUCTS, INC. 184536 08/17/2017 012170 E -Z UP DIRECT.COM, LLC 184537 08/17/2017 000165 FEDERAL EXPRESS INC 184538 08/17/2017 018858 FRONTIER CALIFORNIA, INC. 184539 08/17/2017 001937 GALLS, LLC Description PORTABLE RESTROOMS, 4TH OF JULY EVENT PORTABLE RESTROOMS, 4TH OF JULY E PORTABLE RESTROOMS, 4TH OF JULY E PORTABLE RESTROOMS, 4TH OF JULY E PORTABLE RESTROOM RENTALS: VAIL F PORTABLE RESTROOM RENTALS: LONG PORTABLE RESTROOM RENTALS: LASE PORTABLE RESTROOM RENTALS: RIVEF FUEL FOR CITY VEHICLES: PUBLIC WORKS FUEL FOR CITY VEHICLES: PUBLIC WOF FUEL FOR CITY VEHICLES: PUBLIC WOF FUEL FOR CITY VEHICLES: PLANNING & FUEL FOR CITY VEHICLES: BLDG & SAFE FUEL FOR CITY VEHICLES: POLICE DEP' FUEL FOR CITY VEHICLES: PUBLIC WOF FUEL FOR CITY VEHICLES: PUBLIC WOF FUEL FOR CITY VEHICLES: TCSD FUEL FOR CITY VEHICLES: TCSD PERFORMANCE:CULTURE QUEST CAMP JUL WATER METER:32131 S LOOP RD DCDA JUL 32131 WATER METER:S LOOP RD BL JUL WATER METER:32131 S LOOP RD LE JUL CONDENSER H2O SYS MAINT: CIVIC CTR SHADE CANOPIES:AQUATICS CANOPIES AND SIDES: JULY 4TH 7/27 EXP MAIL SVCS: PUBLIC WORKS AUG INTERNET SVCS:C. MUSEUM, GIFT SHOP AUG INTERNET SVCS:EXT DMV INET LIN equip: police volunteers 184540 08/17/2017 012066 GEOCON WEST, INC GEOTECH TESTING: PAVEMENT REHAB: MARGARI Amount Paid Check Total 2,906.00 938.29 307.36 6,680.35 55.96 55.96 55.96 55.96 306.98 171.07 63.11 179.16 173.44 42.83 752.76 646.88 419.33 31.70 490.00 46.60 111.37 320.00 583.50 27.99 4,994.22 18.82 126.98 107.84 6.54 11,055.84 2,787.26 490.00 477.97 583.50 5,022.21 18.82 234.82 6.54 2,835.00 2,835.00 Page3 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 4 Bank : union UNION BANK (Continued) Check # Date Vendor 184541 08/17/2017 000177 GLENNIES OFFICE PRODUCTS INC 184542 08/17/2017 019719 GOLDFIELD STAGE COMPANY, MCCLINTOCK ENTERPRISE INC Description Amount Paid Check Total Office supplies: Bldg & Safety 16.70 Office Supplies: Planning MISC. OFFICE SUPPLIES: WORKFORCE CUSTOM STAMPS - PREVENTION MISC. OFFICE SUPPLIES: CITY CLERK MISC. OFFICE SUPPLIES: WORKFORCE MISC. OFFICE SUPPLIES: WORKFORCE MISC OFC SUPPLIES: AQUATICS MISC OFC SUPPLIES:CENTRAL SVCS MISC. OFFICE SUPPLIES: WORKFORCE TRANSP: SUMMER DAY CAMP 52.04 76.77 90.74 23.53 20.66 69.10 19.89 37.39 162.48 569.30 702.97 702.97 184543 08/17/2017 003792 GRAINGER SAFETY SUPPLIES: PW STREET 327.02 327.02 MAINT DIV 184544 08/17/2017 000186 HANKS HARDWARE INC 184545 08/17/2017 000186 HANKS HARDWARE INC MAINTENANCE SUPPLIES: VAR PARKS 26.84 MAINTENANCE SUPPLIES: VAR PARKS 55.51 MAINTENANCE SUPPLIES: VAR PARKS 34.78 MAINTENANCE SUPPLIES: VAR PARKS 78.26 MAINTENANCE SUPPLIES: VAR PARKS 32.28 MAINTENANCE SUPPLIES: VAR PARKS 42.38 MISC MAI NT. SUPPLIES: TVM MISC MAI NT. SUPPLIES:TVM MAINT SUPPLIES: TVM MAINT SUPPLIES: TVM 184546 08/17/2017 000186 HANKS HARDWARE INC HARDWARE SUPPLIES - PREVENTION HARDWARE SUPPLIES - STA 84 270.05 14.13 76.11 22.60 13.90 126.74 41.50 54.49 95.99 184547 08/17/2017 000186 HANKS HARDWARE INC MISC MAI NT. SUPPLIES: TVM : IWTCM 7.06 MISC MAI NT. SUPPLIES: IWTCM 43.47 50.53 184548 08/17/2017 000186 HANKS HARDWARE INC MAINTENANCE SUPPLIES:PW STREET 32.56 32.56 DIV 184549 08/17/2017 000186 HANKS HARDWARE INC MISC MAI NT. SUPPLIES: OTTT 184550 08/17/2017 000186 HANKS HARDWARE INC MISC MAI NT. SUPPLIES: OTTT 29.30 3.24 MISC MAI NT. SUPPLIES: CIVIC CTR 14.40 MISC MAI NT. SUPPLIES: CIVIC CTR 22.79 MISC MAI NT. SUPPLIES: CIVIC CTR 0.52 184551 08/17/2017 000186 HANKS HARDWARE INC Misc. hardware supplies: Code 32.54 37.71 16.30 16.30 Page4 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 5 Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 184552 08/17/2017 000186 HANKS HARDWARE INC MISC MAI NT. SUPPLIES: AQUATICS 9.40 9.40 184553 08/17/2017 020130 HOMESMART REAL ESTATE REFUND:SEC DEP:RM RENTAL:CONF CTR A/B 184554 08/17/2017 019315 HOPE LUTHERAN CHURCH FINAL PMT: UTILITY UNDERGROUNDING 184555 08/17/2017 020138 HORIZON UNDERGROUND INC FINAL PMT: UTILITY UNDERGROUNDING 184556 08/17/2017 016564 IMPACT TELECOM JUL 800 SERVICES:CIVIC CENTER 112.50 112.50 22,194.27 22,194.27 24,530.50 24,530.50 56.75 56.75 184557 08/17/2017 001407 INTER VALLEY POOL SUPPLY POOL CHEMICAL SUPPLIES: VAR 447.75 447.75 INC POOLS 184558 08/17/2017 020129 JOHNSON, MARCIA REFUND:RETURNED LOST 16.99 16.99 MATERIALS:LIBRARY 184559 08/17/2017 000488 KNOTTS BERRY FARM EXCURSION:SUMMER DAY CAMP 5,399.00 5,399.00 184560 08/17/2017 012370 LEADER PROMOTIONS INC SUPPLIES:CRC EVENTS 322.41 322.41 184561 08/17/2017 019884 LEONIDA BUILDERS, INC. OLD TOWN SIDEWALK 203,040.65 203,040.65 IMPROVEMENTS: PW15-06 184562 08/17/2017 003726 LIFE ASSIST INC EMERGENCY MEDICAL 694.50 694.50 EQUIP/S:MEDICS 184563 08/17/2017 011351 LUCITY, INC SFTWRANN'LMAI NT: 8/1/17-7/31/18 15,629.99 15,629.99 184564 08/17/2017 012364 MASTERS, TRACY REIMB: RFSHMNTS: MRC COMMUNITY 235.73 235.73 WORKSHOP 184565 08/17/2017 017427 MATCHETT, VIVIAN TCSD INSTRUCTOR EARNINGS 364.00 364.00 184566 08/17/2017 014392 MC COLLOUGH, JILL DENISE AUG PLANTSCAPE SRVCS: LIBRARY 200.00 AUG PLANTSCAPE SVCS:CIVIC CTR 500.00 700.00 184567 08/17/2017 004043 MISSION ELECTRIC SUPPLY, ELECTRICAL SUPPLIES: VAR PARKS 200.76 200.76 INC 184568 08/17/2017 016445 MKB PRINTING & BUSINESS CARDS:TEMECULA POLICE 246.24 246.24 PROMOTIONAL INC Pages apChkLst 08/17/2017 8:53:49AM Final Check List CITY OF TEMECULA Page: 6 Bank : union UNION BANK (Continued) Check # Date Vendor 184569 08/17/2017 004040 MORAMARCO, ANTHONY J. 184570 08/17/2017 017089 MORRIS-HOPKINS, BROOKE 184571 08/17/2017 019019 MUSIC CONNECTION LLC 184572 08/17/2017 002925 NAPA AUTO PARTS 184573 08/17/2017 010167 ODYSSEY POWER CORPORATION 184574 08/17/2017 003964 OFFICE DEPOT BUSINESS SVS DIV 184575 08/17/2017 002105 OLD TOWN TIRE & SERVICE 184576 08/17/2017 002105 OLD TOWN TIRE & SERVICE 184577 08/17/2017 002105 OLD TOWN TIRE & SERVICE 184578 08/17/2017 011737 PERLMUTTER PURCHASING POWER 184579 08/17/2017 010338 POOL& ELECTRICAL PRODUCTS INC Description TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS STTLMNT: "SPEAKEASY AT THE MERC" 7/8/17 AUTO PARTS & MISC SUPPLIES: STA84 AUTO PARTS & MISC SUPPLIES: STA84 FY 17/18 UPS PREV MAINT:LIBRARY FY 17/18 UPS PREV MAINT:CITY HALL OFFICE SUPPLIES: HR OFFICE SUPPLIES: HR CREDIT:OFFICE SUPPLIES/HR OFFICE SUPPLIES: FINANCE OFFICE SUPPLIES: FINANCE CITY VEHICLE MAINT SVCS:PARK RANGER CITY VEHICLE MAINT SVCS:FIRE PREV CITY VEHICLE MAINT SVCS:FIRE PREV CITY VEHICLE MAINT SVCS:BLDG & SAFETY EQUIP PURCH:TEMECULA POLICE DEPT CHEMICAL SUPPLIES:SPLASH PAD, POOLS CHEMICAL SUPPLIES: AQUATICS CHEMICAL SUPPLIES:SPLASH PAD, POC CHEMICALSUPPLIES:SPLASH PAD, POC CHEMICALSUPPLIES:SPLASH PAD, POC CHEMICALSUPPLIES:SPLASH PAD, POC CHEMICAL SUPPLIES:SPLASH PAD, POC CHEMICALS AND SUPPLIES: VAR POOL: CHEMICALS AND SUPPLIES: VAR POOL: CHEMICALS AND SUPPLIES: VAR POOL: CREDIT:CHEMICAL SUPPLIES/AQUATIC CHEMICAL SUPPLIES:SPLASH PAD, POC CHEMICALSUPPLIES:SPLASH PAD, POC CHEMICAL SUPPLIES:SPLASH PAD, POC Amount Paid Check Total 2,768.50 6,217.05 457.80 68.50 72.29 1,178.75 2,530.00 122.14 119.61 -186.73 64.00 124.96 1,133.81 52.99 193.85 41.93 1,348.50 112.60 412.60 134.54 191.57 162.37 159.72 7.17 81.68 126.36 75.29 -412.60 241.82 104.30 67.27 2,768.50 6,217.05 457.80 140.79 3,708.75 243.98 1,133.81 246.84 41.93 1,348.50 1,464.69 Pages apChkLst 08/17/2017 8:53:49AM Final Check List CITY OF TEMECULA Page: 7 Bank : union UNION BANK (Continued) Check # Date Vendor 184580 08/17/2017 012904 PROACTIVE FIRE DESIGN 184581 08/17/2017 019015 PROJECT RADIAN 184582 08/17/2017 009623 PUBLIC AGENCY RISK MANAGERS 184583 08/17/2017 010281 RAINBOW RACING SYSTEM INC 184584 08/17/2017 000262 RANCHO CALIF WATER DISTRICT 184585 08/17/2017 014311 RMSJ, INC. 184586 08/17/2017 014347 ROBERTS, PATRICIA G. 184587 08/17/2017 004274 SAFE & SECURE LOCKSMITH 184588 08/17/2017 017699 SARNOWSKI, SHAWNA, M PRESTON 184589 08/17/2017 009213 SHERRY BERRY MUSIC 184590 08/17/2017 013695 SHRED -IT US JV, LLC 184591 08/17/2017 000645 SMART & FINAL INC 184592 08/17/2017 000824 SO CALIF ASSN OF GOVERNMENTS Description JUL PLAN REVIEW SRVC: FIRE PREVENTION TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS ANN'L MEMBERSHIP DUES:R. CARDENAS RACING BIBS:FIT COLOR RUN JUL VAR WATER METERS:TCSD SVC LEV C JUL VAR WATER METERS:28640 PUJOL JUL VAR WATER METERS:PW VAR SITE JUL VAR WATER METERS:PW FAC JUL VAR WATER METERS:PW OLD TOM JUL VAR WATER METERS:PW CIP JUL VAR WATER METERS:PW CIP JUL VAR WATER METERS:PW MAINT JUL VAR WATER METERS:PWJRC JUL VAR WATER METERS:FIRE STNS JUL VAR WATER METERS:PW MAINT MARATHON MOTOR W/PUMP: AQUATICS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS LOCKSMITH SRVCS: VARIOUS PARKS PHOTOGRAPHY SRVCS:CITY COUNCIL AUG '17 PHOTOGRAPHY SRVCS:MRC JAZZ @ THE MERC 8/10 & 8/11 6/22&28,7/11, DOC SHRED SRVCS:RCRDS SUPPLIES & MISC ITEMS:HUMAN SERVICES REC SUPPLIES:CRC FY 17/18 AGENCY MEMBERSHIP DUES Amount Paid Check Total 10,022.85 1,596.00 756.00 150.00 146.00 61,902.93 10.81 1,033.90 4,269.37 1,173.28 464.49 61.02 175.85 134.36 828.64 2,875.60 3,309.75 252.00 252.00 210.00 210.00 236.63 150.00 150.00 957.00 118.31 72.30 113.53 10,430.00 10,022.85 2,352.00 150.00 146.00 72,930.25 3,309.75 924.00 236.63 300.00 957.00 118.31 185.83 10,430.00 Page:7 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 8 Bank : union UNION BANK (Continued) Check # Date Vendor 184593 08/17/2017 000537 SO CALIF EDISON Description JUL 2-02-351-5281:30875 RANCHO VISTA JUL 2-20-798-3248:42081 MAIN ST JUL 2-10-331-2153:28816 PUJOL ST JUL 2-02-502-8077:43210 BUS PARK DR E JUL 2-39-737-1063:42061 MAIN ST JUL 2-35-421-1260:41955 4TH ST LS3 JUL 2-27-805-3194:42051 MAIN ST JUL 2-39-043-8521:29028 OT FRONT ST JUL 2-29-974-7899:26953 YNEZ RD LS3 JUL 2-29-479-2981:31454 TEM PKWY TC1 JUL 2-37-303-0485:27498 ENTERPRISE C JUL 2-31-031-2590:28301 RANCHO CAL JUL 2-05-791-8807:31587 TEM PKWY LS3 JUL 2-31-936-3511:46488 PECHANGA PK% JUL 2-29-458-7548:32000 RANCHO CAL JUL 2-29-657-2563:42902 B UTTE RFI E LD JUL 2-36-122-7820:31777 DEPORTOLA RE JUL 2-25-350-5119:45602 REDHAWK PK\A JUL 2-36-531-7916:44205 MAIN ST PED JUL 2-30-066-2889:30051 RANCHO VISTA Amount Paid Check Total 9,899.88 2,849.27 1,624.52 565.01 23.31 20.09 6,185.14 23.62 152.95 92.48 56.42 17.02 8,060.14 52.67 267.23 210.05 23.52 25.97 167.86 23.67 30,340.82 184594 08/17/2017 019362 SOFTCHOICE CORPORATION MICROSOFT OFFICE:INFO TECH 10,296.00 10,296.00 184595 08/17/2017 000519 SOUTH COUNTY PEST CONTROL INC PEST CONTROL SERVICES: WOLF CREEK PARK PEST CONTROL SERVICES: PBSP PEST CONTROL SERVICES: VAR. PARKS PEST CONTROL SERVICES: STA 84 PEST CONTROL SERVICES: STA 95 PEST CONTROL SERVICES: STA 73 184596 08/17/2017 005786 SPRINT JUN 26 - JUL 25 CELLULAR USAGE/EQUIP 184597 08/17/2017 000293 STADIUM PIZZA INC 49.00 70.00 493.00 80.00 80.00 68.00 840.00 4,931.34 4,931.34 REFRESHMENTS:SKATE PARK 7/28 58.34 REFRESHMENTS:TEEN PRGM 7/31 239.95 REFRESHMENTS: WORKFORCE DEV 7/E 167.53 REFRESHMENTS: WORKFORCE DEV 7/2 132.86 REFRESHMENTS:AQUATICS 117.18 715.86 Page:8 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 9 Bank : union UNION BANK (Continued) Check # Date Vendor 184598 08/17/2017 008337 STAPLES BUSINESS ADVANTAGE Description Amount Paid Check Total OFFICE SUPPLIES:THEATER 11.88 OFFICE SUPPLIES:PD MALL STOREFROI 78.74 CREDIT: OFFICE SUPPLIES/PD MALL ST( -78.74 OFFICE SUPPLIES:PW DEPTS 77.82 OFFICE SUPPLIES:TCSD 6.49 OFFICE SUPPLIES:HUMAN SERVICES 15.21 OFFICE SUPPLIES:PW CIP 3.94 OFFICE SUPPLIES:PW CIP 36.95 OFFICE SUPPLIES:TCSDADMIN 135.70 OFFICE SUPPLIES:TCSDADMIN 57.33 OFFICE SUPPLIES:DAY CAMP 77.38 OFFICE SUPPLIES:DAY CAMP 30.18 452.88 184599 08/17/2017 002015 STAR WAY SYSTEMS SOUND TECHNICIAN:4TH OF JULY 945.00 945.00 CORPORATION 184600 08/17/2017 008023 STATER BROTHERS MARKETS COMMUNITY PRGM SUPPLIES: STA 73 423.30 423.30 184601 08/17/2017 012789 STUART, JENNIFER SARAH TCSD INSTRUCTOR EARNINGS 2,943.15 2,943.15 184602 08/17/2017 020131 SWAY GROUP LLC REFUND:SEC DEP:RM RENTAL:CONF 200.00 200.00 CTR A/B 184603 08/17/2017 010679 TEMECULA AUTO VEH MAINT& REPAIR:TCSD 335.41 335.41 REPAIR/RADIATOR 184604 08/17/2017 003677 TEMECULA MOTORSPORTS VEH REPAIR & MAINT:TEMECULA 306.57 LLC POLICE VEH REPAIR & MAINT:TEMECULA POLICI 311.19 VEH REPAIR & MAINT:TEMECULA POLICI 284.29 902.05 184605 08/17/2017 020073 TITUS, INC. DATA CATEGORIZATION 24,000.00 24,000.00 SOFTWARE:INFO TECH 184606 08/17/2017 013078 TOROK, LORI A. PERF: TEMECULA PRESENTS DANCE 1,600.00 1,600.00 LECTURE 184607 08/17/2017 020132 TVUSD REFUND:SEC DEP:RM RENTAL:CONF 200.00 200.00 CTR A/B 184608 08/17/2017 017579 U.S. HEALTHWORKS MEDICAL PRE-EMPLOYMENT SCREENINGS: HR 55.00 PRE-EMPLOYMENT SCREENINGS: HR 154.00 209.00 184609 08/17/2017 008977 VALLEY EVENTS, INC. MISC RENTALS:MARG REC CENTER 250.00 250.00 184610 08/17/2017 014848 VALUTEC CARD SOLUTIONS, JUL TICKETING SERVICES: THEATER 27.13 27.13 LLC Page9 apChkLst Final Check List 08/17/2017 8:53:49AM CITY OF TEMECULA Page: 10 Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 184611 08/17/2017 009101 VISION ONE, INC. JUL SHOWARE TICKETING 2,816.80 2,816.80 SRVCS:THEATER 184612 08/17/2017 018147 WADDLETON, JEFFREY L. DJ/ANNOUNCER SRVCS:BOAT 360.00 360.00 REGATTA 8/18 184613 08/17/2017 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES: VAR. PARKS 540.12 540.12 184614 08/17/2017 013286 WEST SAFETY SERVICES, INC. AUG 911 ENTERPRISE SVCS: IT 300.00 300.00 184615 08/17/2017 013556 WESTERN AV 3 CAMERAS:PEG EQUIP 24,805.78 24,805.78 184616 08/17/2017 005195 ZOOLOGICAL SOCIETY OF EXCURSION:SUMMER DAY CAMP 8/3 6,338.40 6,338.40 SANDIEGO 1001797 08/11/2017 020133 BALANON, MAY ANNE REFUND:MULTISPORT CAMP 2315.205 80.00 80.00 1001798 08/11/2017 020134 EIDEN, TAMARA REFUND:BEAR CUB UNIV 4010.201 209.00 209.00 1001799 08/11/2017 020135 FENNER, TRACIE REFUND:BRIGHT START FOR KIDS 201.00 201.00 6015.201 1001800 08/11/2017 020135 FENNER, TRACIE REFUND:BRIGHT START FOR KIDS 45.00 45.00 6015.201 1001801 08/11/2017 020135 FENNER, TRACIE REFUND:BRIGHT START FOR KIDS 10.00 10.00 6015.201 1001802 08/11/2017 020136 MCKEE, SHAINA REFUND:MISS CATHY'S TINY TOTS 57.60 57.60 1040.208 1001803 08/11/2017 020137 KELLY, MEGAN REFUND:BIGFOOT'SALL-DAY ART 295.00 295.00 CAMP Grand total for UNION BANK: 934,033.38 Page:10 apChkLst 08/17/2017 8:53:49AM Final Check List CITY OF TEMECULA Page: 11 121 checks in this report. Grand Total All Checks: 934,033.38 Page:11 Item No. 4 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: September 5, 2017 SUBJECT: Authorize the City to Execute and Deliver a 2007 Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS BACKGROUND: Before dissolution, the former Redevelopment Agency of the City of Temecula issued the multiple series of bonds, including its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (below, the "Bonds"). Proceeds of the Bonds were intended to be used to finance projects within or of benefit to Temecula Redevelopment Project No. 1 project area. According to the bond trustee's records, there is approximately $210,000 of unspent bond proceeds remaining. Pursuant to Section 34191.4 of the Health and Safety Code, after the receipt by the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF"), the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. The Successor Agency received its Finding of Completion on April 26, 2013. Because of the Successor Agency's limited staffing and resources and the City's traditional role and established procedures for the awarding of public works contracts, it is desirable for the Successor Agency to transfer the remaining unspent bond proceeds to the City, for the City to implement and perform the work required for the projects. Each transfer of bond proceeds to the City must be listed on a Recognized Obligation Payment ("ROPS"). Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Successor Agency's Oversight Board and the DOF for approval. While the Successor Agency may choose to transfer the bond proceeds over time based on actual contract needs for each ROPS period, it is preferable for all of the remaining unspent bond proceeds to be transferred to the City at once, to facilitate the effective and efficient implementation of the projects. Pursuant to the attached 2007 Bond Proceeds Funding Agreement, the Successor Agency will list the transfer of all of the remaining bond proceeds on the next available ROPS (which covers the 2018-19 fiscal year), and will transfer the bond proceeds to the City per the DOF-approved ROPS. Exhibit A of the 2007 Bond Proceeds Funding Agreement contains a list of the anticipated projects, but also specifies that the actual projects to be funded may be different from those currently listed, as determined by the City. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the 2007 Bond Proceeds Funding Agreement and the relevant line item on the next ROPS, the Successor Agency will transfer the remaining unspent proceeds of the Bonds to the City at the commencement of fiscal year 2018-19. Thereafter, the City will use the bond proceeds for projects in a manner consistent with the bond covenants and the 2007 Bond Proceeds Funding Agreement, without additional review by the Oversight Board and the DOF. ATTACHMENTS: Resolution with Attachment A-2007 Bond Proceeds Funding Agreement RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). (b) The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007, each by and between the Former Agency and U.S. Bank National Association, as trustee. (c) The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). (d) Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency was established. (e) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. (f) Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. (g) By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. (h) The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects"). (i) Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a 2007 Bond Proceeds Funding Agreement in order that the City may perform or cause to be performed the work required for the Projects, substantially in the form attached as Attachment A (the "Funding Agreement"). (j) The Funding Agreement will provide for the transfer of the Remaining Bond Proceeds to the City, for the City to perform or cause to be performed the work required for the Projects and expend the Remaining Bond Proceeds in connection therewith. (k) The execution of the Funding Agreement will be in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. Section 2. Approval of Agreement. The Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Funding Agreement, in substantially such form, with changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The Mayor, the Mayor Pro Tem, the City Manager and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Funding Agreement and implement the Funding Agreement. The City Clerk is authorized to attest to the City officers' signatures to any such document or instrument. Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. Maryann Edwards, 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. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5til day of September, 2017, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk ATTACHMENT A 2007 Bond Proceeds Funding Agreement (substantial final form) (see attached) -1- 2007 BOND PROCEEDS FUNDING AGREEMENT This 2007 BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") and the City of Temecula (the "City," and together with the City, the "Parties"). RECITALS: A. Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). B. The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (as supplemented and amended, the "Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). D. Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. E. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. F. Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. G. By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. H. The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants, including those listed in Exhibit A (collectively, the "Projects"). I. Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the -2- Successor Agency and the City desire to enter into this Agreement in order that the City may perform or cause to be performed the work required for the Projects, with payment therefor to be made from the Remaining Bond Proceeds. J. This Agreement provides for the transfer of the Remaining Bond Proceeds to the City for the City to perform or cause to be performed the work required for the Projects. K. Pursuant to HSC Section 34177(o), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("ROPS") each year, listing its expected expenditure and disbursement of moneys during each six month period covered by such ROPS. Each ROPS must be submitted to the Oversight Board and the DOF for approval. L. Pursuant to HSC Section 34191.4(c)(1)(A), the expenditure of the Remaining Bond Proceeds for an obligation must be listed on a ROPS. M. This Agreement is in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. N. Resolution No. adopted by the Oversight Board on , 2017 approving the Successor Agency's execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed the work required for the Projects, including but not limited to contracting for, or otherwise supervising or performing the preparation of designs, plans and specifications and all demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 2. (a) The Successor Agency has included on the ROPS ("ROPS 18-19") for the period from July 1, 2018 through June 30, 2019 (the "ROPS 18-19 Period"), a line item listing the transfer of the Remaining Bond Proceeds to the City. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Bond Proceeds, as approved on ROPS 18-19, to the City. Section 3. The City shall use the Remaining Bond Proceeds transferred to it pursuant to this Agreement for costs of the Projects (or reimbursement to the City for any funds advanced for costs of the Projects) in a manner consistent with the applicable bond covenants, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Bonds (and any tax-exempt bonds issued to refund the Bonds) under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. -3- Section 4. To the extent the City still holds unspent Remaining Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such unspent Remaining Bond Proceeds to the Successor Agency within a reasonable time after such determination to be disposed of as provided in HSC Section 34191.4(c)(2) or otherwise consistent with the applicable provisions of the HSC. Section 5. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 6. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 7. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 8. No official, agent, or employee of the Successor Agency or the City, or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 9. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. -4- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. ATTEST: Secretary ATTEST: City Clerk SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Executive Director CITY OF TEMECULA By Mayor -5- EXHIBIT A Description of Proj ects 1. Design and construction of roadway improvements on Motor Car Parkway, Ynez Road, Margarita Road and Solana Way. 2. Any other programs, projects and activities within or of benefit to the Project Area, so long as the program or project is determined by the City to be consistent with applicable bond covenants. -6- Item No. 5 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA, ACTING AS THE HOUSING SUCCESSOR AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Director of Finance DATE: September 5, 2017 SUBJECT: Authorize the City to Execute and Deliver a Housing Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Director of Finance RECOMMENDATION: That the City Council adopt a a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR, DESIGNATING THE USE OF HOUSING BOND PROCEEDS, APPROVING THE EXECUTION AND DELIVERY OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF CERTAIN RELATED ACTIONS BACKGROUND: Pursuant to AB X1 26, the City Council of the City of Temecula adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as allowed by law, and thereby becoming the "Housing Successor." Before dissolution, the Former Agency issued bonds in 2010 and 2011 to finance low and moderate income housing projects (the "Housing Bonds"). According to the bond trustee's records, there remains approximately $12.5 million of unspent proceeds of the Housing Bonds (the "Remaining Housing Bond Proceeds"). Pursuant to Health and Safety Code Section 34176, the Housing Successor may designate the use of the remaining Housing Bond Proceeds, provided that such use is consistent with bond covenants. A designation by the Housing Successor must be listed on a Recognizable Obligation Payment Schedule ("ROPS") of the Successor Agency of the Temecula Redevelopment Agency. Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Oversight Board and the DOF for approval. The Housing Successor has not yet entered into any specific contract committing to the use of the Housing Bond Proceeds on a project. The Housing Successor may choose to make designations to the Successor Agency regarding the use of the Housing Bond Proceeds after specific contracts have been identified, and based on the expenditures for each relevant six- month ROPS Period. However, in order for the Housing Successor to effectively and efficiently negotiate for and implement viable projects, it may be preferable for all of the Housing Bond Proceeds to be transferred to the Housing Successor at once. After such single transfer, the Housing Successor would be able to utilize the Housing Bond Proceeds without further timing restrictions and risks (of the Oversight Board's and the DOF's disapproval) imposed by the ROPS process. The one-time transfer of the Housing Bond Proceeds by the Successor Agency to the Housing Successor can be accomplished through a Housing Bond Proceeds Funding Agreement (the "Agreement"), between the Successor Agency and the City, as the Housing Successor, coupled with a listing of such transfer on the next ROPS. Under the Agreement, the Successor Agency will agree to transfer the remaining Housing Bond Proceeds to the Housing Successor at the beginning of the upcoming ROPS Period (which starts on July 1, 2018), and the Housing Successor will agree to use the Housing Bond Proceeds in a manner consistent with the bond covenants. Both of the Agreement and the ROPS will be subject to the review and approval by the Oversight Board and the DOF. By adopting the attached Resolution, the City Council will approve the execution and delivery by the City, as the Housing Successor, of the Agreement, in substantially the form attached to the Resolution as Exhibit A. The City Clerk will be directed to provide a copy of the Resolution to the Successor Agency files, thereby satisfying the Dissolution Act requirement pertaining to the Housing Successor's notification to the Successor Agency regarding the designation of Housing Bond Proceeds. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the Housing Bond Proceeds Funding Agreement and the relevant item on the ROPS, the Successor Agency will transfer the remaining Housing Bond Proceeds to the Housing Successor at the commencement of the upcoming ROPS Period (which begins July 1, 2018). Thereafter, such money will be available for the Housing Successor to use for low and moderate income housing projects pursuant to the Housing Bond Proceeds Funding Agreement and applicable law. ATTACHMENTS: Resolution with Attachment A - Housing Bond Proceeds Funding Agreement RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, ACTING IN ITS CAPACITY AS THE HOUSING SUCCESSOR, DESIGNATING THE USE OF HOUSING BOND PROCEEDS, APPROVING THE EXECUTION AND DELIVERY OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF CERTAIN RELATED ACTIONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The City Council of the City of Temecula (the "City") hereby finds, determines and declares that: (a) The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). (b) The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). (c) The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). (d) The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. (e) Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. (f) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. (g) Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). (h) Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). (i) Pursuant to HSC Section 34176(a), the City Council adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the "Housing Successor." (j) HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of the Remaining Housing Bond Proceeds is consistent with the bond covenants. (k) HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. (I) The Housing Successor is adopting this Resolution to designate the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). (m) HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. (n) The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Proceeds Funding Agreement") in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. Section 2. Designation of Housing Bond Proceeds Use. The City, acting as the Housing Successor, hereby designates the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. The City Clerk is hereby authorized and directed to provide a copy of this Resolution to the Successor Agency files. Section 3. Approval of Agreement. The Proceeds Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Proceeds Funding Agreement, in substantially such form, with changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 4. Other Acts. The Mayor, the Mayor Pro Tem, the City Manager and all other officers of the City are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Proceeds Funding Agreement. The City Clerk is authorized to attest to the City officers' signatures to any such document or instrument. Section 5. Certification. The City Clerk shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. Maryann Edwards, 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. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5tn day of September, 2017, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk ATTACHMENT A Housing Bond Proceeds Funding Agreement (substantial final form) (see attached) HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the City of Temecula, in its capacity as the successor to the housing assets and functions of the former Redevelopment Agency of the City of Temecula (the "Housing Successor"), and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency," and together with the Housing Successor, the "Parties"). RECITALS: A. The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). B. The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). D. The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. E. Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. F. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. G. Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). H. Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (the "Remaining 2011A Bond Proceeds" and collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). I. Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the Housing Successor. J. HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. K. HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. L. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance (the "DOF") of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. M. The Successor Agency received a copy of Resolution No. , adopted on , 2017, by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor' s designation of the use of the Remaining Housing Bond Proceeds for proj ects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). N. The use of the Remaining Housing Bond Proceeds for the Housing Successor Projects shall be consistent with the covenants relating to the Housing Bonds. O. The Housing Successor and the Successor Agency desire to enter into this Agreement in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Proj ects. P. This Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Q. Resolution No. adopted by the Oversight Board on , 2017, approving the Successor Agency's execution and delivery of this Agreement was [approved] [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. (a) For the ROPS ("ROPS 18-19") covering the period from July 1, 2018 through June 30, 2019 ("ROPS 18-19 Period"), the Successor Agency shall list the transfer of all of the Remaining Housing Bond Proceeds (including estimated interest earnings to the date of transfer under Section 1(b)) to the Housing Successor to be used for the costs of the Housing Successor Projects. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor pursuant to HSC Sections 34176 and 34176.1. Section 3. The Housing Successor shall use the Remaining Housing Bond Proceeds in a manner consistent with all applicable bond covenants and all applicable law. Section 4. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 5. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. No official, agent, or employee of the Successor Agency or the City (whether or not acting in its capacity as the Housing Successor), or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default hereunder or breach hereof by the Successor Agency or the Housing Successor, or for any amount which may otherwise become due to the Housing Successor or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 8. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Executive Director ATTEST: Board Secretary CITY OF TEMECULA, as Housing Successor By Mayor ATTEST: City Clerk Item No. 6 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works / City Engineer DATE: September 5, 2017 SUBJECT: Award a Construction Contract to Kaveh Engineering & Construction, Inc. for the Overland Drive Extension, Project No. PW16-06 PREPARED BY: Amer Attar, Principal Engineer Chris White, Associate Engineer - CIP RECOMMENDATION: That the City Council: 1. Award a Construction Contract to Kaveh Engineering & Construction, Inc., in the amount of $844,949, for Overland Drive Extension (from Commerce Center Drive to Enterprise Circle West), PW16-06; 2. Authorize the City Manager to approve change orders not to exceed the contingency amount of $84,494.90, which is equal to 10% of the Contract amount; 3. Make a finding that Overland Drive Extension, PW16-06, is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. BACKGROUND: The project will consist of the demolition of two existing buildings for the extension of Overland Drive to connect Commerce Center Drive and Enterprise Circle West, including removal and relocation of existing utilities, grading, construction of roadway pavement section, sidewalk and ADA ramps, traffic signing and striping, and landscaping and irrigation. A Mitigated Negative Declaration (MND) was prepared for this project pursuant to the provisions of the California Environmental Quality Act (CEQA). The City Council adopted the MND at its September 10, 2013 meeting. The Notice of Determination was filed with the County of Riverside on October 29, 2013, in compliance with the provisions of Section 21152 of the Public Resource Code. On December 13, 2016, City Council approved the plans and specifications, and authorized staff to solicit construction bids. On Thursday, August 3, 2017, nine bids were electronically opened and publicly posted on PlanetBids. The results were as follows: Staff has reviewed the bid proposals and found Kaveh Engineering & Construction, Inc., to be the lowest responsible bidder. Kaveh Engineering & Construction, Inc. has successfully completed similar projects for public agencies. The Engineer's estimate for the project was $1,108,500. The Specifications allow for one hundred twenty working days for construction, which is six months. The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) Fee Remittance and Collection Policy adopted by Resolution 07-04 on September 10, 2007. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP. Beginning July 1, 2008, the RCA will require that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90 -days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical right of way improvements projects are five percent of construction costs. Projects funded by TUMF or Measure A are exempt from MSHCP fees as those programs contribute directly to the MSHCP. Since this project involves demolition of two existing buildings, disturbed properties, and constructing a road in their place, it is exempt from MHSCP fees. FISCAL IMPACT: The Overland Drive Extension (Commerce Center Drive to West of Enterprise Circle) is identified in the City's Capital Improvement Program Budget for Fiscal Year 2018-22. It is funded with Development Impact Fees (DIF), Street Improvements, and General Fund. Adequate funds are available in the project accounts for the contract amount of $844,949, plus a 10% contingency of $84,494.90, for a total amount of $929,443.90. ATTACHMENTS: 1. Contract 2. Project Location Map 3. Project Description Base Bid 1. Kaveh Engineering & Construction, Inc. $ 844,949.00 2. Griffith Company $ 921,455.00 3. GMC Engineering, Inc. $ 950,950.00 4 Hazard Construction $ 968,868.00 5 Roadway Engineering $ 989,871.50 6 HaitbrinkAsphalt Paving, Inc. $1,069,237.25 7 SEMA Construction, Inc. $1,113,986.46 8 Leonida Builders, Inc. $1,280,080.00 9 Harry H. Joh $1,459,801.05 Staff has reviewed the bid proposals and found Kaveh Engineering & Construction, Inc., to be the lowest responsible bidder. Kaveh Engineering & Construction, Inc. has successfully completed similar projects for public agencies. The Engineer's estimate for the project was $1,108,500. The Specifications allow for one hundred twenty working days for construction, which is six months. The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) Fee Remittance and Collection Policy adopted by Resolution 07-04 on September 10, 2007. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP. Beginning July 1, 2008, the RCA will require that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90 -days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical right of way improvements projects are five percent of construction costs. Projects funded by TUMF or Measure A are exempt from MSHCP fees as those programs contribute directly to the MSHCP. Since this project involves demolition of two existing buildings, disturbed properties, and constructing a road in their place, it is exempt from MHSCP fees. FISCAL IMPACT: The Overland Drive Extension (Commerce Center Drive to West of Enterprise Circle) is identified in the City's Capital Improvement Program Budget for Fiscal Year 2018-22. It is funded with Development Impact Fees (DIF), Street Improvements, and General Fund. Adequate funds are available in the project accounts for the contract amount of $844,949, plus a 10% contingency of $84,494.90, for a total amount of $929,443.90. ATTACHMENTS: 1. Contract 2. Project Location Map 3. Project Description CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS CONTRACT for OVERLAND DRIVE EXTENSION (Commerce Center Drive to West of Enterprise Circle) PROJECT NO. PW16-06 THIS CONTRACT, made and entered into the 5th day of September, 2017 by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and Kaveh Engineering & Construction, Inc., hereinafter referred to as "Contractor." WITNESSETH: That City and Contractor, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACT DOCUMENTS The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Specifications entitled OVERLAND DRIVE EXTENSION (Commerce Center Drive to West of Enterprise Circle), PROJECT NO. PW16-06, Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Standard Plans and Specifications, (latest edition), issued by the California Department of Transportation, where specifically referenced in the Plans, Special Provisions, and Technical Specifications, and the latest version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for OVERLAND DRIVE EXTENSION (COMMERCE CENTER DRIVE TO WEST OF ENTERPRISE CIRCLE), PROJECT NO. PW16-06. Copies of these Standard Specifications are available from the publisher: BNi Building News Division of BNi Publications, Inc. 990 Park Center Drive, Suite E Vista, CA 92081 (760) 734-1113 The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the General Specifications, Special Provisions, and Technical Specifications for OVERLAND DRIVE EXTENSION Commerce Center Drive to West of Enterprise Circle), PROJECT NO. PW16-06. In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over, and be used in lieu of, such conflicting portions. Where the Contract Documents describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract. 2. SCOPE OF WORK Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following: OVERLAND DRIVE EXTENSION (Commerce Center Drive to West of Enterprise Circle), PROJECT NO. PW16-06. All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by City. 3. CITY APPROVAL All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision, and subject to the approval of City or its authorized representatives. 4. CONTRACT AMOUNT AND SCHEDULE The City agrees to pay, and Contractor agrees to accept, in full payment for, the work agreed to be done, the sum of: EIGHT HUNDRED FORTY-FOUR THOUSAND NINE HUNDRED FORTY-NINE DOLLARS ($844,949), the total amount of the base bid. Contractor agrees to complete the work in a period not to exceed 120 working days, commencing with delivery of a Notice to Proceed by City. Construction shall not commence until bonds and insurance are approved by City. 5. CHANGE ORDERS All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed the contingency as established by the City Council. 6. PAYMENTS a. Lump Sum Bid Schedule: Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule: Pursuant to Section 20104.50 of the Public Contract Code, within thirty (30) days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 95% of the value of the work completed according to the bid schedule. Payment request forms shall be submitted on or about the thirtieth (30th) day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made sixty (60) days after acceptance of final payment and the Contractor filing a one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City. c. Payment for Work Performed: Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. d. Payment of Interest: Interest shall be paid on all undisputed payment requests not paid within thirty (30) days pursuant to Public Contract Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference. 7 LIQUIDATED DAMAGES / EXTENSION OF TIME a. Liquidated Damages: In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of $1,000 per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor. b. Extension of Time: Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City. Within ten (10) calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within thirty (30) calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City. 8. WAIVER OF CLAIMS On or before making each request for payment under Paragraph 6 above, Contractor shall submit to City, in writing, all claims for compensation as to work related to the payment. Unless the Contractor has disputed the amount of the payment, the acceptance by Contractor of each payment shall constitute a release of all claims against the City related to the payment. Contractor shall be required to execute an affidavit, release, and indemnity agreement with each claim for payment. 9. 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 Contract 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.gov. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1720.9, 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, Contractor 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 Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 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. 10. TIME OF THE ESSENCE Time is of the essence in this Contract. 11. INDEMNIFICATION All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend the City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included), and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. The Contractor shall indemnify and be responsible for reimbursing the City for any and all costs incurred by the City as a result of Stop Notices filed against the project. The City shall deduct such costs from progress payments or final payments due to the Contractor. 12. GRATUITIES Contractor warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to City's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto. 13. CONFLICT OF INTEREST Contractor warrants that none of its partners, members or shareholders are related by blood or marriage to any employee of the City who has participated in the development of the specifications or approval of this project or who will administer this project nor are they in any way financially associated with any City officer or employee, or any architect, engineer, or other preparers of the Drawings and Specifications for this project. Contractor further warrants that no person in its employ nor any person with an ownership interest in the Contractor has been employed by the City within one year of the date of the Notice Inviting Bids. 14. CONTRACTOR'S AFFIDAVIT After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 15. NOTICE TO CITY OF LABOR DISPUTES Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City. 16. BOOKS AND RECORDS Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 17. INSPECTION The work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plants of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work. 18. DISCRIMINATION Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 19. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and also govern the interpretation of this Contract. 20. PROHIBITED INTEREST No member, officer, or employee of the City of Temecula or of a local public body who has participated in the development of the specifications or approval of this project or will administer this project shall have any interest, direct or indirect, in the Contract or the proceeds thereof during his/her tenure or for one year thereafter. Furthermore, the Contractor covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California. 21. ADA REQUIREMENTS. By signing this Contract, Contractor certifies that the Contractor is in total compliance with the Americans with Disabilities Act of 1990, Public Law 101- 336, as amended. 22. WRITTEN NOTICE. Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of the Contractor as set forth in the Contract Documents, and to the City addressed as follows: Mailing and Delivery Address: Patrick A. Thomas, PE Director of Public Works/City Engineer City of Temecula 41000 Main Street Temecula, CA 92590 23. CLAIM DISPUTE RESOLUTION. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters. All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written. DATED: DATED: ATTEST: Randi Johl, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney CONTRACTOR: Kaveh Engineering & Construction, Inc. 22600 Savi Ranch Parkway, Suite A17 Yorba Linda, CA 92887 (714) 793-6655 fred@kavehinc.com By: Farhad Bashardoost President, Secretary and Treasurer CITY OF TEMECULA By: Maryann Edwards, Mayor Corporate Resolution of Kaveh Engineering & Construction, Inc. The directors of Kaveh Engineering & Construction, Inc., a California corporation (the "Corporation"), hereby adopt the following resolutions by written consent and direct that this consent be filed with the minutes of the proceedings of the Board of Directors: Adoption of Bylaws. RESOLVED, that the bylaws presented to the Directors and attached hereto are adopted as the bylaws of the Corporation. Stock Issuance. RESOLVED, that the Corporation is hereby authorized to issue and sell shares of Common Stock of the Corporation to each person named below in exchange for the indicated capital contribution: Name of Stockholder Farhad Bashardoost Number of Shares 100 Capital Contribution $0.00 (cash/services) FURTHER RESOLVED, that the consideration to be received for the above- mentioned shares is adequate and approved, and the President and Secretary of the Corporation are hereby authorized to execute and deliver to each person named above a certificate representing the shares of filly paid and non -assessable Common. Stock of the Corporation as set forth above upon receipt of payment there for. Election of Officers. RESOLVED, that the following persons be, and they hereby are, elected to hold the offices of the Corporation set forth opposite their respective names until their respective successors are elected and qualified or until their earlier resignation or removal: President: Farhad Bashardoost Treasurer: Farhad Bashardoost Secretary: Farhad Bashardoost Corporate Documents and Proceedings. RESOLVED, that the officers of the Corporation be, and they hereby are, authorized, empowered and directed to procure all corporate books, books of account and stock books which may be required by the laws of California or of any state in which the Corporation may do business or which may be necessary or appropriate in connection with the business of the Corporation. FURTHER RESOLVED, that the Corporation shall maintain a minute book containing the minutes of any and all meetings of and actions of the Board of Directors, Board committees and of the shareholders, together with such documents and papers, including this Written Consent, as the Corporation, its Board of Directors or its shareholders shall from time to time direct, FURTHER RESOLVED, that the Secretary of the Corporation be, and the Secretary hereby is, authorized and instructed to insert in the minute book of the Corporation a copy of the Articles of incorporation as filed in the office of the California Secretary of State and certified by said Secretary of State. FURTHER RESOLVED, that a corporate seal is adopted as the seal of this Corporation in the form of two concentric circles, with the name of the Corporation between the two circles and the year of incorporation and California. Within the inner circle. FURTHER RESOLVED, that the form of stock certificate is approved and adopted as the Stock Certificate of this Corporation. The Secretary is instructed to insert a specimen copy of the stock certificate in the Minute Book immediately following this consent. FURTHER RESOLVED, that the Secretary of the Corporation be, and the Secretary hereby is, authorized, empowered and directed to insert a copy of the bylaws in the minute book of the Corporation and to see that a copy of said bylaws is kept at the principal executive office for the transaction of business of the Corporation. FURTHER RESOLVED, that all actions taken by United States Corporation Agents, Inc. and its agents in connection with the formation of the Corporation are hereby approved, ratified and adopted. Annual Accounting Period. RESOLVED, thRt until otherwise determined by the Board of Directors the fiscal year of the Corporation shall end on December 31. Principal Executive Office. RESOLVED, that the principal executive office ofthe Corporation shall be located at 22600 Savi Ranch Pkwy. Suite A17, Yorba Linda, CA 92887 Bank Account. RESOLVED, that the Corporation establishes in its name an account with any federally insured depository institution and that the officers of the Corporation be, and they hereby are, authorized, empowered and directed to establish such an account. Qualification to do Business. RESOLVED, that for the purpose of authorizing the Corporation to do business under the laws of any state, territory or possession of the United States or of any foreign country in which it is necessary or convenient for the Corporation to transact business, the proper officers of the Corporation are hereby authorized in the name and on behalf of the Corporation to take such action as may be necessary or advisable to effect the qualification of the Corporation to do business as a foreign corporation in any of such states, territories, possessions or foreign countries and in connection therewith to appoint and substitute all necessary agents or attorneys for service of process, to designate or change the location of all necessary statutory offices, and to execute, acknowledge, verify, deliver, file or cause to be published any necessary applications, papers, certificates, reports, consents to service of process, powers of attorney and other instruments as may be required by any of such laws, and, whenever it is expedient for the Corporation to cease doing business and withdraw from any such state, territory, possession or foreign country, to revoke any appointment of agent or attorney for service of process and to file such applications, papers, certificates, reports, revocation of appointment or surrender of authority as may be necessary to terminate the authority of the Corporation to do business in any such state, territory, possession or foreign country. Payment of Expenses RESOLVED, that the officers of the Corporation be, and they hereby are, authorized, empowered and directed to pay all charges and expenses incident to or arising out of the organization of the Corporation and to reimburse any person who has made any disbursement therefore Agent for Service of Process RESOLVED, that Farhad Bashardoost, 863 S. Sapphire Lane, Anaheim, California 92807, shall be appointed the Corporation's agent for service of process, Subchapter S Election RESOLVED, that the Corporation shall elect to be taxed as an S Corporation, and the officers of the Corporation are authorized and directed to file all proper and necessary forms with the Internal Revenue Service and to obtain the consent of each stockholder to be taxed as a S corporation. General Authorization RESOLVED, that the officers ofthe Corporation are, and each ofthem hereby is, authorized, empowered and directed, in the name of and on behalf of the Corporation, to make all other arrangements and to take allfurther action, including the payment of expenditures and the preparation of officer's certificates or any other documents, as the officer deems necessary or appropriate in order to fully effectuate the purposes of the foregoing resolutions. RESOLVED, that any and all actions taken by any officer of the Corporation in connection with the matters contemplated by the foregoing resolutions are hereby approved, ratified and confirmed in all respects as fully as if such actions had been presented to the Board of Directors for its approval prior to such actions being taken. IN WITNESS WHEREOF, this consent has been executed as of the date below. Date: 5/ t .,�v���7 • .off✓�f� e `Yj t �`%/t�r;f`,� 544:,,x•\`•• Farhad Bashardoost President/CFO/Secretary -4- OVERLAND DRIVE EXTENSION (COMMERCE CENTER TO WEST OF ENTERPRISE CIRCLE) Circulation Project Location Aerial Data - 2015 0 125 250 Feet 500 54 2020-21 2018-19 W,ne Country Capital Improvement Program Fiscal Years 2018-22 OVERLAND DRIVE EXTENSION (COMMERCE CENTER DRIVE TO WEST OF ENTERPRISE CIRCLE) Circulation Project Project Description: This project includes the design and construction of the extension of Overland Drive from Commerce Center Drive to Murrieta Creek, just west of Enterprise Circle West. This project also includes environmental studies, acquisition of right-of- way, new road improvements and installation of new traffic signals at Overland Drive intersections with Commerce Center Drive. Benefit / Core Value: This project improves traffic circulation and access to Overland Drive freeway over -crossing. In addition, this project satisfies the City's Core Value of Transportation Mobility and Connectivity. Project Status: The design of the project and the environmental document are complete. The city is working on finalizing all right-of- way acquisitions. Department: Public Works - Account No. 210.165.602 PW00-26 & PW16-06 & PW 15-13 Level: Project Cost: Prior Years FYE 2017 2017-18 Actual Carryover Adopted 2018-19 Expenditures Budget Appropriation Projected 2019-20 Projected 2021-22 Projected 2020-21 and Future Total Project Projected Years Cost Administration $ 433,960 $ 107,627 $ 541,587 Acquisition $ 5,018,028 $ 350,982 $ 5,369,010 Construction $ 59,596 $ 1,538,457 $ - $ - $ - $ - $ - $ 1,598,053 Construction Engineering $ 1,000 $ 64,582 $ 65,582 Design/Environmental $ 680,570 $ 143,365 $ 823,935 Utilities $ 24,237 $ 944 $ 25,181 Totals $ 6,217,391 $ 2,205,957 $ - $ - $ - $ - $ - $ 8,423,348 Source of Funds: Prior Years FYE 2017 2017-18 Actual Carryover Adopted 2018-19 Expenditures Budget Appropriation Projected 2019-20 Projected 2020-21 2021-22 Total Project Projected Projected Cost General Fund $ 235,422 $ 235,422 DIF (Street Improvements) $ 5,981,969 $ 2,205,957 $ 8,187,926 Total Funding: $ 6,217,391 $ 2,205,957 $ - $ - $ - $ - $ - $ 8,423,348 Future Operation & Maintenance Costs: 2017-18 2019-20 2021-22 63 Item No. 7 Approvals City Attorney Director of Finance City Manager Mr - CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works / City Engineer DATE: September 5, 2017 SUBJECT: Authorize the City Manager to Approve Agreements for Excavation Monitoring for Interstate 15 / State Route 79 South Ultimate Interchange, PW04-08 PREPARED BY: Amer Attar, Principal Engineer Avlin R. Odviar, Senior Civil Engineer RECOMMENDATION: That the City Council authorize the City Manager to approve agreements for excavation monitoring in excess of $30,000, but totaling no more than $100,000, for Interstate 15 / State Route 79 South Ultimate Interchange, PW04-08. BACKGROUND: In accordance with the approved Environmental Document for Interstate 15 / State Route 79 South Ultimate Interchange (Project), the City must ensure that ground -disturbing activities such as clearing and grubbing, excavating, grading, trenching, and drilling are monitored for potential unearthing of paleontological, archeological, cultural, anthropological, fossil, or historical resources. The type, intensity, and location of the construction activities dictate the intensity and frequency of monitoring, as well as the parties to be involved in the monitoring. Authorizing the City Manager to approve these activities in excess of $30,000 will facilitate the flexibility needed to deploy monitors expeditiously to match on-going construction activities. On June 13, 2017, City Council adopted Resolution No. 17-33. Section 6 of the Resolution lists several controls placed on the use of budget appropriations, including Item B. The City Manager may authorize expenditures of funds in amounts up to $30,000. Any expenditure of funds in excess of $30,000 requires City Council action. FISCAL IMPACT: The Interstate 15 / State Route 79 South Ultimate Interchange Project is included in the City's Capital Improvement Program Fiscal Years 2018-22. Construction costs are funded by several sources including Safe, Accountable, Flexible, Efficient, Transportation Equity Act — Legacy for Users (SAFETEA-LU), Surface Transportation Program (STP), Senate Bill 621, and Transportation Uniform Mitigation Fee (TUMF) pursuant to Agreement Nos. 11-72-041-00 and 13 -SW -TEM -1163. There are sufficient funds in the project account to cover the cost of excavation monitoring up to $100,000. ATTACHMENTS: 1. Project Description 2. Project Location FLA 1 of Southern Wme Country Capital Improvement Program Fiscal Years 2018-22 INTERSTATE 15 / STATE ROUTE 79 SOUTH ULTIMATE INTERCHANGE Circulation Project Project Description: This project includes right-of-way acquisition, design, environmental clearance, and construction of a ramp system that will improve access to Interstatel5 from Temecula Parkway/State Route 79 South. The interchange will accommodate traffic generated by future development of the City's General Plan land use as well as regional traffic volume increases forecasted for the year 2037. This project is crucial, as the projected traffic volume increases currently exceed the capacity of the existing interchange improvements constructed by the Riverside County Transportation Department. Benefit / Core Value: This project will improve circulation, freeway access, and level of service at the Interstate 15 and Temecula Parkway / State Route 79 South intersection. In addition, this project satisfies the City's Core Value of Transportation Mobility and Connectivity. Project Status: Environmental clearance was completed in 2010. Right -of -Way acquisition and utility easements were completed in 2013. Design and preparation of constuction Plans, Specifications, and Estimate was completed in 2016. The construction contract was advertised and awarded in 2016-17. Construction is scheduled to start during Fiscal Year 2017-18. Department: Public Works - Account No. 210.165.662 PW04-08 Level: I Project Cost: Prior Years Actual Expenditures FYE 2017 Carryover Budget 2017-18 Adopted 2018-19 Appropriation Projected 2019-20 Projected 2020-21 Projected 2021-22 Projected and Future Total Project Years Cost Administration $ 929,548 $ 141,983 $ 200,000 $ 150,000 $ 1,421,531 Acquisition $ 13,032,631 $ 151,097 $ 13,183,728 Construction $ 104,088 $ 27,564,105 $ 640,000 $ 672,872 $ 28,308,193 Construction Engineering $ 3,625,000 $ 522,872 $ 4,147,872 Design $ 4,103,841 $ 24,087 $ 100,000 $ 4,227,928 MSHCP $ 1,400,000 $ 670,705 $ 670,705 Totals $ 18,170,108 $ 32,176,977 $ 940,000 $ 672,872 $ - $ - $ - $ 51,959,957 Source of Funds: Prior Years Actual Expenditures FYE 2017 Carryover Budget 2017-18 Adopted 2018-19 Appropriation Projected 2019-20 Projected 2020-21 Projected 2021-22 Total Project Projected Cost CFD (Crowne Hill) Reimbursement/ Other (Morgan Hill) $ 502,211 $ 1,190,582 $ 502,211 $ 1,190,582 SAFETEA-LU $ 1,439,840 $ 1,439,840 Senate Bill 621 $ 10,625,315 $ 3,040,333 $ 200,000 $ 672,872 $ 14,538,520 STP (RcTc) "' $ 12,976,000 $ 12,976,000 TUMF (Rc-rcicETAP)(21 $ 4,452,000 $ 4,452,000 TUMF (RCTC/Region)13 $ 1,400,000 $ 4,000,000 $ 5,400,000 TUMF (WRCOG)1" $ 10,025,244 $ 10,025,244 Reimbursement/RCWD $ 280,560 $ 280,560 Reimbursement/EMWD $ 415,000 $ 415,000 Reimbursement/Lease $ 740,000 $ 740,000 Total Funding: $ 18,170,108 $ 32,176,977 $ 940,000 $ 672,872 $ - $ - $ 51,959,957 Future Operation & Maintenance Costs: 2017-18 2018-19 2019-20 2020-21 2021-22 $ 150,000 $ 153,000 $ 156,060 (1) SAFETEA-LU - Funding is pursuant to Authorization/Agreement Summary (E-76) (5.43% of Federal Participating Costs, up to $1,439,840) (2) STP(RCTC) - Funding is pursuan to Authorization/Agreement Summary (E-76)(48.93% of Federal Participating Costs, up to $12,976,000) (3) TUMF (RCTC/Region) - Funding is pursuant to RCTC Agreement No. 06-72-506 ($4,452,000 Total) (4) TUMF (RCTC/CETAP) - Funding is pursuant to RCTC Agreement No. 11-72-041-00 ($5,400,000 Total $1,400,000 ROW;$4,000,000 CON). (5) TUMF (WRCOG) - Funding is pursuant to WRCOG Agreement 13 -SW -TEM -1163($10,025,244 CON) (6) Pursuant to RCWD UA 23316 - RCWD shall reimburse City for actual costs of Additive Bid No. 01 ($280,560) (7) Pursuant to EMWD UA 23317 - EMWD shall reimburse City for actual costs of Additive Bid No. 02 ($415,000) (8) Revenues collected on Lease Agreement with Front Street - Service Station, LP dated September 11, 2013 (est. $740,000) 57 INTERSTATE -15 / STATE ROUTE 79 SOUTH ULTIMATE INTERCHANGE Circulation Project Location Aerial Data - March 2012 Feet 0 262.5 525 1,050 A 56 Item No. 8 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: September 5, 2017 SUBJECT: Approve a Fee Waiver for Grading Plan Check Fees for the Meadowview Streambed Restoration Project PREPARED BY: Mayra De La Torre, Principal Civil Engineer, Land Development RECOMMENDATION: That the City Council approve a fee waiver for grading plan check fees for the Meadowview Streambed Restoration project. BACKGROUND: The Meadowview Community Association (MCA) is one of many associations that lies within the limits of the City of Temecula. The Association's 400 -acre natural area is bisected by an intermittent creek which, in the last several years, has developed significant vertical and collapsing banks. This condition has made areas adjacent to the creek banks extremely dangerous due to bank instability. The Directors of MCA have been concerned about the creek's erosion as it creates unsafe conditions for many walkers, cyclists, and equestrians who use the area daily. Throughout the recent years, MCA has been driven to resolve this unsafe condition proactively and moved forward with a voluntary streambed restoration project within its open space. Understanding the value in partnerships, they have partnered with various agencies to find a viable solution. These agencies include Riverside County Flood Control and Water Conservation District (RCFC&WCD), US Department of Agriculture (USDA)/National Resources Conservation Service (NRCS), US Army Corp, Department of Fish & Wildlife, and the San Diego Regional Water Quality Control Board. Together they are proposing the Meadowview Streambed Restoration Project, which is a 4.25 -acre habitat restoration project, will involve streambed stabilization with native vegetation and bio -engineering techniques. This will include laying back cut banks and adding rock, compost rolls, and vegetation planting, and staking along the entire project length of approximately 1,200 feet to ultimately improve public safety, increase habitat and recreational values, and reduce erosion and sedimentation along the creek banks. This project has evolved via a collaborative process to include its design, construction, restoration, maintenance, and funding. MCA is the "Applicant" for the project, which is being sponsored by USDA/NRCS and RCFC&WCD. The project is being designed by USDA/NRCS. RCFC&WCD and MCA are currently working on a Cooperative Agreement, which will set each of their roles and responsibilities on this project. Namely, RCFC&WCD will be responsible for the grading and rock placement activities, and MCA will be responsible for obtaining the required permits, installing the restoration and providing the required long-term maintenance. Regarding funding, RCFC&WCD will fund the grading/rock placement activities and some hydro -seeding costs. MCA will fund the stabilization phase, the restoration phase, and the long- term maintenance phase with $150,000 in grant and community money. Regulatory permitting and CEQA clearances have been addressed. The regulatory agency permits (i.e., US Army Corp's 404 Permit, Department of Fish & Wildlife's 1600 Permit, and the Regional Board's 401 Permit) have been obtained, as well as the WDID number (9000003180). RCFC&WCD filed a Notice of Exemption (NOE). It was determined that the project qualifies for a "Class 33 Categorical Exemption" pursuant to Article 19 of the CEQA Guidelines Section 15333, Small Habitat Restoration Projects. Teri Biancardi, Director of MCA, is leading the Association's efforts to coordinate this project with the City of Temecula regarding any City permit requirements. Based on staff's findings that the project has been designed, approved, permitted, and environmentally cleared, the City's involvement will be minimal. Because the project is in the City limit and grading will be performed on private property, the City will require MCA to obtain a grading permit and pay the appropriate fees pursuant to the City's adopted Fee Schedule. The grading permit will be issued ministerially, after staff plan checks the construction plans as it relates to "erosion and sediment control" items of work only (since these plans have already been approved by USDA/NRSC and RCFC&WCD). The City will not be involved in inspection activities as RCFC&WCD will be conducting inspections. On behalf of MCA, Teri Biancardi has submitted a letter requesting that the grading plan check fees of approximately $11,000 be waived due to the uniqueness of this project, as well as the derived benefits to the community, the City and agencies. Their reasons for requesting a fee waiver include the following: (1) the dangerous vertical banks are the result of hydro - modification caused by a RCFC&WCD culvert, upstream of the Meadowview streambed; and, (2) the City would benefit financially by reducing its maintenance costs associated with removing sediment from a retention basin downstream of Meadowview's streambed. Currently, the City spends approximate $40,000 per sediment removal activity on this retention basin; and removal activities are typically performed at least two times per year. Because the City's Fee Schedule was established by Resolution, staff is not authorized to waive fees. Thus, staff requests City Council to consider MCA's request as moving this project forward into its construction phase will increase public safety and benefit the community. FISCAL IMPACT: There is no fiscal impact as a result of the fee waiver for this project when compared to the City's cost savings in maintenance costs. ATTACHMENTS: 1. MCA Letter dated August 11, 2017) 2. Location Map Ateadowview Community August 11, 2017 Pat Thomas Director of Public Works City of Temecula 41000 Main Street, Temecula CA 92590 Dear Pat Thomas, i �►��ti of As we have discussed on several occasions, Meadowview Community Association (MCA) is planning to move forward early next year with a voluntary stream restoration in its open space. The Meadowview Stream Restoration Project (MSRP) is being drivers by the need to rectify a dangerous public safety situation. It hasevolved over a number of years in a collaborative process which has drawn upon the expertise of many individuals from the public resource agencies as well as private entities. The Association's 400 acre natural area is bisected by an intermittent creek which, due to offsite stormwater being directed across this open space, has developed vertical creek banks standing, in places, at greater than ten feet tall. These banks are extremely unstable and collapse in large chunks during rain events, or when stood upon. The directors are very concerned that this creek poses a safety risk to the many walkers, cyclists and equestrians who -utilize the area daily. To resolve this situation, MCA has partnered with Riverside County Flood Control and Water Conservation District (RCFCWCD), who in early 2018 will grade these dangerous banks back to a 3:1 slope, which will then be planted with native plants by the Association. The MSRP is a "bio- engineered" project, which uses the power of nature to achieve human engineering objectives. It is a pioneer project of the sort that RCFCWCD hopes to do more of in the future, to improve public safety, water quality, increase habitat and recreational values. The City of Temecula stands also to benefit from this project, as the retention basin directly downstream from Meadowview Stream requires sediment removal on a bi-annual basis, even in drought years. This costs the City approximately $75,000 per removal. Lessening the sediment transfer caused by the upstream bank collapses will reduce the frequency and quantity of the removals. ,C I D z 7Z 3 ( ../eadowview Community Because this project occurs on private land, a grading permit is required by the City of Temecula. Plan check alone will cost the Association over $10,000. The Association respectfully requests the City waive these fees, for two reasons: 1) The dangerous creek banks are the result of hydro -modification, caused by the positioning of a 918CFS Flood Control culvert directly above Meadowivew's private property, and the installation of impervious surfaces in the upstream watershed. 2) The City stands to directly benefit financially from this project. I understand that this is not a decision that can be made by City staff, (who have been wonderfully helpful, by the way) but needs to be addressed by City Councillors. On behalf of the Association, respectfully request that you submit this letter for consideration by our representatives, at the September 12 council meeting. Regards, I(e, Teri Biancardi Director, Meadowview Home Owners' Association 30400 Via Norte, Temecula, CA 92591 ATTACHMENT 2 MEADOWVIEW STREAMBED RESTORATION PROJECT LOCATION MAP Pro ject site Tamaawla L❑CATION MAP (NTS) Item No. 9 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: September 5, 2017 SUBJECT: Approve Plans and Specifications, and Authorize the Solicitation of Construction Bids for the Traffic Signal Installation — Redhawk Parkway/Vail Ranch Parkway at El Chimisal Road/Tehachapi Pass, PW15-09 PREPARED BY: Avlin R. Odviar, Senior Civil Engineer — CIP Kendra Hannah-Meistrell, Associate Civil Engineer - CIP RECOMMENDATION: That the City Council: 1. Approve the Plans and Specifications, and authorize the Department of Public Works to solicit construction bids for the Traffic Signal Installation — Redhawk Parkway/Vail Ranch Parkway at El Chimisal Road/Tehachapi Pass, PW15-09; 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 Traffic Signal Installation - Redhawk ParkwayNail Ranch Parkway at El Chimisal Road/Tehachapi Pass project is necessary to mitigate impacts from traffic generated by the Terracina development outside the City limits. The City was able to secure funding from the developer of Terracina to contribute to the installation costs. The project is identified as part of the City's Capital Improvement Program for Fiscal Years 2018-22. The subject intersection is located on a major arterial adjacent to an elementary school. Vehicle movements are uncontrolled along the major arterial with entering stop signs at El Chimisal Road and Tehachapi Pass. This traffic signal is necessary and will improve school area safety and traffic circulation. 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 minor alteration which do not result in the expansion of the use 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. The contract documents are available for review in the Director of Public Works' office. The Engineer's Construction Estimate for the project is $260,000, and the number of allowable working days is forty. FISCAL IMPACT: The Traffic Signal Installation - Redhawk Parkway/Vail Ranch Parkway at El Chimisal Road/Tehachapi Pass project is identified in the City's Capital Improvement Program, Fiscal Years 2018-22, and funded with Developer Contributions and Development Impact Fees — Traffic Signal. Adequate funds are available for the project. ATTACHMENTS: 1. Project Description 2. Project Location Capital Improvement Program Fiscal Years 2018-22 TRAFFIC SIGNAL INSTALLATION - CITYWIDE Circulation Project Signal Location Cost to Complete Year Funding Source Winchester Road at Roripaugh Road Signal Modification(3) $ 75,000 2016-17 DIF(Traffic) Vail Ranch Parkway at Tehachapi Pass/EI Chimisal Road(1) $ 250,000 2016-17 Developer Contributions $ 45,000 2016-17 DIF(Traffic) Meadows Parkway at Pauba Road(2) $ 379,968 2017-18 DIF(Traffic) Meadows Parkway at Leena Way(2) $ 242,000 2017-18 DIF(Traffic) De Portola Road at Campanula Way (East)(2) Rancho Califonia Road at Temecula Ridge(2) $ 260,000 2018-19 DIF(Traffic) $ 280,000 2018-19 DIF(Traffic) Meadows Parkway at Campanula Way (West)(2) $ 280,000 2019-20 DIF(Traffic) Rancho California Road at Tee Drive $ 295,000 2019-20 Measure S Rancho California Road at Promenade Chardonnay $ 55,000 2019-20 Measure S Rancho California Road at Promenade Chardonnay $ 240,000 2019-20 Unspecified Ynez Road at Waverly Lane $ 300,000 2020-21 Measure S Butterfield Stage Road at Rancho Vista Road $ 295,000 2021-22 Measure S Rancho Vista Road at Avenida de la Reina $ 105,000 2021-22 Measure S Rancho Vista Road at Avenida de la Reina $ 175,000 2021-22 Unspecified Ynez Road at Rancho Way $ 280,000 2021-22 Unspecified $ 3,556,968 (1) Developer Contributions is $250,000 (2) DIF Traffic Developer Reimbursement (3) Amount included in Carry over to be completed by June 2017. Fiscal Year 2016-17 $ 370,000 Fiscal Year 2017-18 $ 621,968 Fiscal Year 2018-19 $ 540,000 Fiscal Year 2019-20 $ 870,000 Fiscal Year 2020-21 $ 300,000 Fiscal Year 2021-22 $ 855,000 TOTAL: $ 3,556,968 74 Capital Improvement Program Fiscal Years 2018-22 TRAFFIC SIGNAL INSTALLATION - CITYWIDE Circulation Project Project Description: This project includes the design, construction, installation and modification of traffic signals at various locations throughout the City including: Rancho California Road, Ynez Road, Butterfield Stage Road, Meadows Parkway, Rancho Vista Road and Redhawk ParkwayNail Ranch Parkway. The project also includes reimbursement for developer installed traffic signals. Benefit / Core Value: This project improves traffic safety and circulation throughout the City. In addition, this project satisfies the City's Core Values of a Healthy and Livable City, A Safe and Prepared Community, and Transportation Mobility and Connectivity. Project Status: A priority list of traffic signals has been developed. The traffic signals scheduled for installation will be designed and constructed in the scheduled fiscal year. Reimbursements for developer installed traffic signals will be made as Development Impact Fee (DIF) traffic become available. Department: Public Works - Account No. 210.165.682 Level: I Project Cost: Prior Years Actual Expenditures FYE 2017 Carryover Budget 2017-18 Adopted Appropriation 2018-19 Projected 2019-20 Projected 2021-22 2020-21 Projected and Total Project Projected Future Years Cost Administration $ 68,168 $ 45,000 $ 30,000 $540,000 $ 280,000 $ 225,780 $ 143,168 Construction $ 85,800 $ 400,532 $ 349,468 $ 540,000 $ 870,000 $350,000 $ 805,000 $ 3,400,800 Design/Environmental $ 13,000 $ 250,000 $ 13,000 Totals $ 166,968 $ 445,532 $ 379,468 $540,000 $ 870,000 $350,000 $ 805,000 $3,556,968 Source of Funds: Prior Years Actual Expenditures FYE 2017 Carryover Budget 2017-18 Adopted Appropriation 2018-19 Projected 2019-20 2020-21 2021-22 Total Project Projected Projected Projected Cost DIF (Traffic Signals) $ 166,968 $ 195,532 $ 379,468 $540,000 $ 280,000 $ 225,780 $ 1,787,748 Developer Contributions $ 250,000 $ 250,000 Measure S $ 350,000 $350,000 $ 350,000 $ 1,050,000 Unspecified* $ 240,000 $ 229,220 $ 469,220 Total Funding: $ 166,968 $ 445,532 $ 379,468 $540,000 $ 870,000 $350,000 $ 805,000 $ 3,556,968 Future Operation & Maintenance Costs: 2017-18 2018-19 2019-20 2020-21 2021-22 1 $ 4,000 1 $ 8,000 1 $ 4,000 1 $ 8,000 1 *Project cannot be constructed until a funding source is identified 75 711E CITY OF TEIVIECUTiA TRAFFIC SIGNAL INSTALLATION - REDHAWK PARKWAY/VAIL RANCH PARKWAY AT EL CHIMISAL ROAD/TEHACHAPI PASS 682.3 0 341.14 682.3 Feet WGS_1984_ Web_ Mercator_ Auxiliary_ Sphere © Latitude Geographics Group Ltd. This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Legend [� Parcels Highways HWY INTERCHANGE INTERSTATE OFFRAMP ONRAMP USHWY Street Names City of Temecula Boundary Notes Item No. 10 Approvals City Attorney Director of Finance City Manager TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: September 5, 2017 SUBJECT: Authorize the Director of Public Works to Execute the Extra Work Authorization for Grant Application Services for French Valley Parkway/Interstate 15 Improvements — Phase !land 111, PW16-01 PREPARED BY: Patrick Thomas, Director of Public Works/City Engineer RECOMMENDATION: Authorize the Director of Public Works to execute the Extra Work Authorization to the Agreement for Consultant Services with T.Y. Lin International for the preparation and submittal of an application for the Infrastructure for Rebuilding America (INFRA) Grant for French Valley Parkway / Interstate 15 Improvements — Phase II and 111, PW16-01. BACKGROUND: The Nationally Significant Freight and Highway Projects, Infrastructure for Rebuilding America (INFRA) program provides federal financial assistance to highway and freight projects of national and regional significance. To maximize the value of fiscal year 2017-18 INFRA funds, the U.S. Department of Transportation (USDOT) is focusing the competition on transportation infrastructure projects that support four key objectives: 1. Supporting economic vitality at the national and regional level; 2. Leveraging federal funding to attract other non-federal sources of infrastructure investment, as well as accounting for life -cycle costs of projects; 3. Using innovative approaches to improve safety and expedite project delivery; and 4. Holding grant recipients accountable for their performance and achieving specific, measureable outcomes identified by grant applicants. The Notice of Funding Opportunity for INFRA grants for fiscal year 2017-18 funding was opened on August 1, 2017. Applications must be submitted by 8:00 p.m. on November 2, 2017. INFRA grants may be used for up to sixty percent of future eligible project costs. It is anticipated that grant awards will be announced in spring 2018. City staff requested T.Y. Lin International provide a proposal for preparation and submittal of the application for the INFRA Grant. The project to be submitted for the funding opportunity is the combination of Phase !land 111 of the French Valley Parkway / Interstate 15 Improvements. The total estimated cost of the project included in the grant application is approximately $200,000,000. FISCAL IMPACT: The Extra Work Authorization for preparation and submittal of application for INFRA Grant is in the amount of $69,460. The original Agreement amount for the French Valley Parkway / Interstate 15 Improvements — Phase II was $3,947,823, and the total amount authorized to date will be $4,017,283. There are adequate funds available in the current budget for this Extra Work Authorization. ATTACHMENT: Extra Work Authorization No. 01 CITY OF TEMECULA Extra Work Authorization No. 01 AGMT NO.16-213 PROJECT NO. PW16-01 Page 1 of 3 PROJECT: French Valley Parkway/I-15 Improvements — Phase II TO CONSULTANT: T.Y. Lin International NOTE: This extra work authorization is not effective until approved by the City Manager. EXTRA WORK REQUESTED BY: City SCOPE OF WORK: Preparation and Submittal of an application for an INFRA Grant The U.S. Department of Transportation (Department) issued a Notice of Funding Opportunity (NOFO) for the INFRA Grants for Fiscal Years 2017 and 2018. The INFRA grant program is authorized as the Nationally Significant Freight and Highway Projects program at 23 U.S.C. 117 and advances a pre- existing grant program established in the FAST Act of 2015. The Department formerly referred to INFRA grants as Fostering Advancements in Shipping and Transportation for the Long-term Achievement of National Efficiencies (FASTLANE) grants. The Department has renamed the program Infrastructure For Rebuilding America (INFRA), to call attention to new priorities: Rebuilding and revitalizing the economy through infrastructure investment. The project to be submitted for the funding opportunity is the combination of Phase II and Phase III of the French Valley Parkway/I-15 Improvements Project. Consultant will complete the following tasks for the preparation and submittal of an application for an INFRA grant. All tasks will be completed prior to the November 2, 2017 grant application deadline. Task 1 — Project Management. Consultant will complete administrative tasks for project set-up, tracking and monitoring progress, and coordination meetings (two assumed) for an assumed duration of two months. Consultant will also be responsible for the quality control review of all components of the application package. Task 2 — Research and Coordination. Consultant will collect, compile and review pertinent project reports, plans, estimates, and data needed for documenting the application narrative. Coordination with City staff will be necessary to obtain the reference material and verification as necessary, and to obtain input on the City's preferences for presenting the material in the grant application package. Task 3 — Application Preparation. Consultant will generate the components of the project narrative. Following the program guidelines and instructions, the complete project narrative that accompanies the application forms will be prepared, including: • Cover sheet, Project Narrative consisting of: o Summary — description, previously incurred costs, location maps, and participants, o Funding — grant funds, sources and uses of project funds, o Merit criteria — explanations and justifications for how the project complies with the program criteria addressing economic vitality, leveraging of federal funding, innovation, and performance/accountability, o Project readiness — documentation of technical feasibility, schedule, required approvals obtained, and assessment of project risks and proposed mitigation CITY OF TEMECULA Extra Work Authorization No. 01 AGMT NO.16-213 PROJECT NO. PW16-01 Page 2 of 3 strategies, Benefit -Cost Analysis. This analysis must include full costs of developing, constructing, operating and maintaining the project. Task 4 — Application Submittal. Consultant will fill in the application forms on the grants.gov website and upload project narrative components and supporting documentation for a complete application package. SUMMARY OF FEES: FRENCH VALLEY PARKWAY/I-15 OVERCROSSING & INTERCHANGE Task 1 — Project Management $ 10,300.00 Task 2 — Research and Coordination $ 14,080.00 Task 3 — Application Preparation $ 37,620.00 Task 4 — Application Submittal $ 7,160.00 Task 5 — Other Direct Costs $ 300.00 SR -79 WINCHESTER ROAD/I-15 INTERCHANGE Task 1 — Project Management $ 0.00 Task 2 — Research and Coordination $ 0.00 Task 3 — Application Preparation $ 0.00 Task 4 — Application Submittal $ 0.00 Task 5 — Other Direct Costs $ 0.00 TOTAL COST OF Extra Work Authorization No. 01 $ 69,460.00 CONTRACT SUMMARY Original Agreement Amount $ 3,947,823.00 Previously Approved Amendments & Extra Work Authorizations $ 0.00 This Extra Work Authorization No. 01 $ 69,460.00 Total Authorized to Date $ 4,017,283.00 CITY OF TEMECULA Extra Work Authorization No. 01 AGMT NO.16-213 PROJECT NO. PW16-01 Page 3 of 3 Prepared by: Submitted by: Approved: City of Temecula — Kendra Hannah-Meistrell, P.E. Associate Civil Engineer City of Temecula — Avlin R. Odviar, P.E. Senior Civil Engineer (as authorized City of Temecula — Patrick Thomas, P.E. by City Manager) Director of Public Works/City Engineer Date: Date: Date: Accepted: Date: By: Name: Signature Mark Ashley, P.E. Printed Consultant: T.Y. Lin International Title: Senior Vice President Item No. 11 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick A. Thomas, Director of Public Works/City Engineer DATE: September 5, 2017 SUBJECT: Approve an Increase to the Contingency for the Pavement Rehabilitation Program — Residential Slurry Seal, PW17-03 PREPARED BY: Amer Attar, Principal Civil Engineer RECOMMENDATION: That the City Council: 1. Approve an increase to the contingency, in the amount of $140,000, for the Pavement Rehabilitation Program — Residential Slurry Seal, PW17-03; 2. Increase the City Manager authority to approve contract change orders by the same amount. BACKGROUND: On April 25, 2017, the City Council awarded a construction Contract to American Asphalt South, Inc., in the amount of $1,796,532.84, for the Pavement Rehabilitation Program — Residential Slurry Seal, PW17-03. In addition, the City Council authorized the City Manager to approve change orders not to exceed the contingency amount of $179,653.28, which is equal to 10% of the Contract amount. The Pavement Rehabilitation Program - Residential Slurry Seal is a project that was initiated as a direct result of voters' approval of Measure "S" in November 2016. The project is currently under construction. It is utilizing slurry to seal the roadways against water intrusion and deterioration of asphalt concrete pavement wearing surface. Construction involves roadway preparation by removal of existing striping and markings, and cleaning and sealing large cracks. This is followed by application of slurry seal and subsequent restoration of striping and pavement markings. Staff has identified the street locations based on a previously completed Pavement Management System (PMS) study, current pavement conditions, time elapsed since the last preventative maintenance measure and geographical proximity. The areas that were included under this slurry seal project are: Area Neighborhood 1 Harveston 2 Avendale/Barclay 3 Industrial Area — North Jefferson Business Park 4 Woodcrest Country, The Villages, Ridgeview, Promenade Mall at Temecula, Costain Signet, Rancho Del Sol, Rancho Solana, Verano 5 Crowne Hill 6 (Additive) Wolf Creek The project Specifications included a Base Bid, which comprises Areas 1 through 5, in addition to an Additive Bid to slurry the Wolf Creek neighborhood (Area 6) if the bids were low enough to allow the addition of this area. Area 6 was included in the contract The Contractor has completed most of the work and is currently working in the Wolf Creek area (Area 6). It has come to the attention of staff that Wolf Creek Drive South and Wolf Creek Drive North were not included in the project. It is apparent in the field that both segments of Wolf Creek Drive should be added to this project. Staff requested a proposal from the Contractor for the slurry of this street. A proposal in the amount of $107,665.40 was just delivered to the City. This proposal includes Traffic Control, Type I RPMS slurry (at the Contract unit price), removal of striping, and replacement of striping. The proposal excluded crack weeding, cleaning and sealing. Staff is still discussing the proposal and the final scope with the Contractor at the time the report is being prepared. However, staff is confident that the requested amount will be sufficient to complete the additional work and any unforeseen conditions until the completion of the project. It should be noted that the current 10% contingency is just about exhausted. FISCAL IMPACT: The Pavement Rehabilitation Program - Residential Slurry Seal project is identified in the City's Capital Improvement Program, Fiscal Years 2018-22, and is funded with the General Fund, Measure A, and Measure "S." sufficient funds are available in the project accounts to cover the requested increase to the contingency of $140,000. ATTACHMENTS: 1. Slurry Seal Street List 2. Location Maps SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM — RESIDENTIAL SLURRY SEAL, PW17-03 Area 1 Harveston Neighborhood 12.95 Total Lane Miles 3,138,687 Total Square Feet ABERDEEN LN EDENTON WY SALEM WY ALBANY CT EMERY DR SARASOTA LN ALBION CT EVANSTON PL SAVOY LN AMESBURY LN EVERETT WY SHERBOURNE PL ANN ARBOR PL FAIRMONT PL SOMMERVILLE LN ANNAPOLIS DR FRANKFORT LN SOUTH LAKE DR ANSELMO WY GALLATIN CT SPRING PLACE CT ASHVILLE LN GARRISON DR SPRINGFIELD PL AUBURN LN GLOUCESTER CT ST AUGUSTINE PL AUGUSTA RD GREENSTONE ST STOWE RD AVON LN HARVESTON DR TOPSFIELD CT AYER LN HARVESTON SCHOOL RD TOWNSHIP RD BALBOA DR HARVESTON WY TRENTON CT BAR HARBOR LN KENILWORTH WY VILLAGE RD BELLEVUE DR KENNEBUNK CT WAVERLY LN BLACKSTONE RD LAKE FRONT RD WELLSLEY CT BOOTH BAY RD LAKEVIEW RD WENHAM WY BRANDON LN LANDINGS RD WESTCHESTER CT BRIDGEHAMPTON RD LANDRUM PL WILLIAMSBURG PL BRISTOL RD LAUREL LN WILLISTON CT CAMBRIDGE PL LEXINGTON RD WORTHINGTON PL CAMDEN CT LOCK HAVEN CT CANTON CT LOGAN CT CAPE CHARLES DR LONGLEAF ST CAPE COD LN LOVETTSVILLE LN CHARLESBURG DR MARTHAS VINEYARD LN CHARLESTON LN MEDFORD RD CHATHAM LN MENDOCINO LN CHERRYGROVE CT NANTUCKET RD CHEVERLY CT NEW HAVEN RD CLARION CT NEWPORT RD CORRIGAN PL OAK PARK LN COURTLAND WY OAKHURST WY CROFTON PL PASADENA DR CUMBERLAND RD PLYMOUTH WY DALTON RD PORTLAND CT DANBURY CT PRESCOTT WY DATE ST PROVIDENCE RD DAVENPORT CT QUINCY LN DAVENPORT LN ROSEWELL CT DAYTON LN SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM — RESIDENTIAL SLURRY SEAL, PW17-03 Area 2 Avendale / Barclay Estates Neighborhoods 2.56 Total Lane Miles 546,676 Total Square Feet ANDREWS WY JONS PL SANJAY CT CHANDLER DR MEADOW VIEW CIR SERAPHINA RD DIEGO DR NORTHGATE PKY SHREE RD EASTGATE PKY PARK VISTA CIR SONIA LN GRAND VIEW CIR PARKVIEW DR SOUTHGATE WY HIGHLAND VISTA CIR RITA WY SUZI LN HILLCREST DR TERRACE VIEW CIR Area 3 Industrial Area — North Jefferson Business Park 0.78 Total Lane Miles 275,480 Total Square Feet BUECKING DR MADISON AV MC CABE CT SANBORN AV SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM — RESIDENTIAL SLURRY SEAL, PW17-03 Area 4 Woodcrest Country, The Villages, Ridgeview, Promenade Mall at Temecula, Costain Signet, Rancho Del Sol, Rancho Solana, Verano Neighborhoods 15.99 Total Lane Miles 3,581,490 Total Square Feet AMWOOD WY HOLLYBERRY LN TEATREE CT ANACONDA CT HUMBER DR TRADEWATER CT AVENIDA CIMA DEL SOL IRON BARK CT VAIL BROOK DR AVENIDA SONOMA KAFFIRBOOM CT VIA BESO DEL SOL AVENIDA VISTA LADERA KIOWA RIVER CT VIA CUESTA AL SOL BARGIL CT KO RIVER CT VIA LA VIDA BIG SAGE CT LA SERENA WY VIA LAS CHACRAS BITTER CREEK CT LONG VALLEY DR VIA PUESTA DEL SOL BRANDEIS CIR LOS CAMPOS VERDE VIA RENATE BRAVOS CT LYNDIE LN WAYNEWOOD DR CALLE ARANDA MARHILL CIR WHITE ROCKS CIR CALLE FUEGO MARWOOD CIR WILLOW RUN RD CALLE PALMAS MEADE RIVER CT WINDWOOD CIR CALLE PANTANO MERSEY CT YANKEE RUN CT CALLE PINA COLADA MORAGA RD YUBA CIR CALLE PRIMA VERA NICOLE LN YUKON RD CARLETON WY NIGHTCREST CIR CHURCHILL CT NIGHTVIEW CIR COPPERBEECH LN ORCHID CT CORTE CANTANIA PASEO BRILLANTE CORTE CANTERA PASEO RAYO DEL SOL CORTE CARRIZO PASEO SONRISA DEL SOL CORTE CASTILLE RAMSEY CT CORTE FALDAS RED RIVER CIR CORTE GRANADA RIO GRANDE DR CORTE PLATA ROANOAKE ST CORTE SAN LUIS ROGUE CIR CORTE SELVA RUBICON CIR CORTE TOLANO RYCREST DR DAHLIA WY SALT RIVER CT DANUBE CT SELBY CIR DAWNCREST CIR SHENANDOAH CT DEAL CT SHOREWOOD CT DEEPWOOD CIR SKYWOOD DR ELGIN CT SOLANA WY FEATHER CT SOUTH GENERAL KEARNY RD GEORGETOWN LN STONEWOOD RD GILWOOD CT SWEETSHADE LN . GUADALUPE CT SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM — RESIDENTIAL SLURRY SEAL, PW17-03 Area 5 Crowne Hill Neighborhood 14.26 Total Lane Miles 2,919,208 Total Square Feet ADEN CR JANDA CT TIEMPO CR ASHLEY ROSE CT JOHN WY TOPEKA CT BIGH CT JOLENE CT TRESTLE LN BRADSHAW DR JOLLE CT TRINI CT BROOKWAY DR KENSINGTON PL VANDAMERE CT CALLE MORITA KNIGHTSBRIDGE WY VERMONT RD CAMELOT RD LANCASHIRE COMMON VIA ALVARO CAMINO ROMO LARRY LEE LN VIA ANGELES CASTLE CT LYLES DR VIA AZALEA CINNAMON LN MAIDSTONE CT VIA CHAPPARO CORTE BONILLA MAJESTIC CT VIA SABINO CORTE CASTRO MANCHESTER CT VICTORIA CT CORTE EBANO MEADE CR WAKEEN CR CORTE FIGUEROA MONROY CR WHISTLE CT CORTE MANGARINO NACKE DR WYANDOTTE ST CORTE MENDOZA NICHOLAS COMMON CORTE PORFIRIO NOBLE CT CORTE RUIZ NORTHSHIRE CR CORTE VILLOSA OLD KENT RD CORTE YACA OSLO CR CROWNE HILL DR PAMPA CT DAHL DR PAOLI CT DEVANT CR PARAGUAY DR DRENNON CT PLIANCE WY DUPONT ST PUDDING CT ELIZABETH RD REGENTS HILL CIR ESSER CT RIVERA DR FABER CT ROTHENBERG DR FIJI WY ROYAL CREST PL FOX RD RUDY CT GARCIA WY SAGE CT GATESHEAD CT SAN JOSE CT GLICK CT SAN JUAN CT GRANDCOLAS DR SPARKS CT GRONLUND CT STONEFIELD LN GUADAGNO DR SUVA LN HARWICK LN SWOBODA CT HILL ST HUSSAR CT SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM - RESIDENTIAL SLURRY SEAL, PW17-03 Area 6 (Additive) Wolf Creek Neighborhood 11.94 Total Lane Miles 2,528,780 Total Square Feet ALPINE CT HAWK CT RED MOUNTAIN WY ALPINE PL HAZEL WY RED PINE WY ANTELOPE PL HICKORY PL REDWOOD RD ASPEN WY HONEYSUCKLE CT ROCKY BAR DR BADGER WY HUMMINGBIRD WY ROCKY TRAIL LN BASSWOOD CT HUNTER LODGE LN SAWTOOTH LN BAYBERRY PL HUNTER TR SEAGULL WY BEAVER CREEK LN IRONWOOD WY SEASTAR PL BEECH CT JAGUAR WY SEQUOIA CT BIRCH CT JAYBEE LN SHADE TREE CT BISON CT JUNIPER PL SHASTA LN BITTERROOT CT KLAMATH CT SIERRA CT BLUEBEECH CT LILAC WY SIERRA RIDGE WY BOULDER WY LIVE OAK DR SILVERMINE WY BRISTLECONE CT LOCUST CT SIX RIVERS CT CABIN CT LODGE HOUSE CT SPRUCE CT CANYON CREST CT LOGGER TR SWEETGUM PL CEDAR CREST CT LONE PINE DR SYCAMORE LN CEDAR WY LYON LN TALL OAK CT CLOUDBURST LN MACAWS CT TAMARACK CT COLD CREEK CT MAGNOLIA PL TETON TR COPPER CREST LN MALLARD WY TIMBERMINE LN COTTONWOOD DR MANATEE WY WALLABY WY COYOTE CANYON MAPLE DR WHITE TAIL LN DAVANA WY MENDOCINO CT WILDWOOD CT DOMENGE WY MINER TR WOODSIDE CT DURANGO DR MOOSE CT YELLOWSTONE LN ELK GROVE CT MULE DEER WY YELLOWWOOD WY ELM PL MURDOCK LN YOSEMITE LN EUCALYPTUS CT NIGHTINGALE RD FALCON WY OLIVE CT FICUS WY OREGON LN FIRESIDE DR PEACOCK PL FOREST FALLS WY PENGUIN PL GOLD MINE DR PHEASANT PL GRANITE DR PINON PINE WY GRASS MEADOW WY PLUM WY GREEN OAK WY PONDEROSA CT PROVENZANO WY SLURRY SEAL STREET LIST for PAVEMENT REHABILITATION PROGRAM — RESIDENTIAL SLURRY SEAL, PW17-03 HOA's Containing Streets for Residential Slurry Seal Project Area 1 Harveston Area 2 Avendale/Barclay Estates Area 3 Industrial Area — North Jefferson Business Park Area 4 Woodcrest Country The Villages Ridgeview Promenade Mall at Temecula Costain Signet Rancho Del Sol Rancho Solana Verano Area 5 Crowne Hill Area 6 Wolf Creek Area 1 12.95 Lane Miles 3,138,687.83 Sq.Ft. Streets for Proposed Slurry Seal (Area 1) Street Centerline QCity Boundary 4 1 I 375 I 750 I 1 1,500 Feet Area 2 2.56 Lane Miles 546,676.57 Sq.Ft. FLA 0 INGO SANTALIE A CRUZ DR MILL VALLEY CT MAVERICK LN LAZY K DR PARKP01N 0 HISTLING ORES DR EVAN DR RRIETA HOT SPRINGS SKYLINE R SKYLINE DR SON IA LN 9G ithA ANDREWS WY V CHECK Streets for Proposed Slurry Seal (Area 2) Street Centerline QCity Boundary 0 250 500 INDIAN SUMMER RD GATLIN RD 1,000 Feet QUAIL RUN DR NICOLAS RD Area 3 0.78 Lane Miles 275,480.20 Sq.Ft. Streets for Proposed Slurry Seal (Area 3) Street Centerline QCity Boundary 1 I 250 I 500 I 4 1,000 Feet Area 4 15.99 Lane Miles 3,581,490.32 Sq.Ft. OVERLAND DR PUESTA `EL SOL AVENIDA o DELSOL E VIA MEDIA Q4✓/ /LLY A'[ ,re., N Streets for Proposed Slurry Seal (Area 4) Street Centerline QCity Boundary I 500 I 1,000 4 2,000 Feet v_ CRYSTALA RE DR NOR DR ALATA DR 1,10'9. - NN 000 Area 5 14.26 Lane Miles 2,919,208.34 Sq.Ft. CORTE POSITAS CORrF FLORECITA CAMINO NUNEZ CORTE CARME CAMINO SEN CASTL T LL MCCABE DR SUNNY ME °RTE IL VIA ARIAS CORTE CARR RRIGAN CT ROSADO CT CALLEAVELLA VIA JASSO ARAST CAI\5c44' BALLS' 0 VIACESARIO ANGEL° DR LANCASHIRE - Streets for Proposed Slurry Seal (Area 5) - Street Centerline QCity Boundary ALCOBA .R 500 1,000 2,000 Feet ADELAATE ST Area 6 11.94 Lane Miles 2,528,780.57 Sq.Ft. VARLOS J\P ti C'ysyco y n Q :ENPOP LORTF AO v�F�TNo sF�gr� 9 Pm o VIA COCDOBA n' A O R9 REOHAWK PIN Streets for Proposed Slurry Seal (Area 6) Street Centerline QCity Boundary 500 1,000 2,000 Feet o5, TEMECULA COMMUNITY SERVICES DISTRICT CONSENT Item No. 12 ACTION MINUTES August 22, 2017 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District meeting convened at 7:46 PM CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar (absent), Rahn, Stewart, Comerchero CSD PUBLIC COMMENTS (None) CSD CONSENT CALENDAR 13 Approve the Action Minutes of August 8, 2017 - Approved Staff Recommendation (4-0, Naggar absent) Motion by Edwards, Second by Stewart; and electronic vote reflected approval by Edwards, Rahn, Stewart and Comerchero with Naggar absent. RECOMMENDATION: 13.1 That the Board of Directors approve the action minutes of August 8, 2017. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 7:47 PM, the Community Services District meeting was formally adjourned to Tuesday, September 5, 2017, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Jeff Comerchero, President ATTEST: Randi Johl, Secretary [SEAL] CSD Action Minutes 082217 1 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY CONSENT Item No. 13 Approvals City Attorney Director of Finance City Manager THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Finance Officer DATE: September 5, 2017 SUBJECT: Authorize the Successor Agency to the Temecula Redevelopment Agency to Execute and Deliver a Housing Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Finance Officer RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS BACKGROUND: Pursuant to AB X1 26, the City Council of the City of Temecula adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as allowed by law, and thereby becoming the "Housing Successor." Before dissolution, the Former Agency issued bonds in 2010 and 2011 to finance low and moderate income housing projects (the "Housing Bonds"). According to the bond trustee's records, there remains approximately $12.5 million of unspent proceeds of the Housing Bonds (the "Remaining Housing Bond Proceeds"). Pursuant to Health and Safety Code Section 34176, the Housing Successor may designate the use of the remaining Housing Bond Proceeds, provided that such use is consistent with bond covenants. A designation by the Housing Successor must be listed on a Recognizable Obligation Payment Schedule ("ROPS") of the Successor Agency of the Temecula Redevelopment Agency. Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Oversight Board and the DOF for approval. The Housing Successor has not yet entered into any specific contract committing to the use of the Housing Bond Proceeds on a project. The Housing Successor may choose to make designations to the Successor Agency regarding the use of the Housing Bond Proceeds after specific contracts have been identified, and based on the expenditures for each relevant six- month ROPS Period. However, in order for the Housing Successor to effectively and efficiently negotiate for and implement viable projects, it may be preferable for all of the Housing Bond Proceeds to be transferred to the Housing Successor at once. After such single transfer, the Housing Successor would be able to utilize the Housing Bond Proceeds without further timing restrictions and risks (of the Oversight Board's and the DOF's disapproval) imposed by the ROPS process. The one-time transfer of the Housing Bond Proceeds by the Successor Agency to the Housing Successor can be accomplished through a Housing Bond Proceeds Funding Agreement (the "Agreement"), between the Successor Agency and the City, as the Housing Successor, coupled with a listing of such transfer on the next ROPS. Under the Agreement, the Successor Agency will agree to transfer the remaining Housing Bond Proceeds to the Housing Successor at the beginning of the upcoming ROPS Period (which starts on July 1, 2018), and the Housing Successor will agree to use the Housing Bond Proceeds in a manner consistent with the bond covenants. Both of the Agreement and the ROPS will be subject to the review and approval by the Oversight Board and the DOF. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the Housing Bond Proceeds Funding Agreement and the relevant item on the ROPS, the Successor Agency will transfer the remaining Housing Bond Proceeds to the Housing Successor at the commencement of the upcoming ROPS Period (which begins July 1, 2018). Thereafter, such money will be available for the Housing Successor to use for low and moderate income housing projects pursuant to the Housing Bond Proceeds Funding Agreement and applicable law. ATTACHMENTS: SARDA Resolution with Attachment A - Housing Bond Proceeds Funding Agreement RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). (b) The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). (c) The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). (d) The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. (e) Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. (f) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. (g) Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). (h) Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). (i) Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the "Housing Successor." (j) HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. (k) HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. (I) The Successor Agency received a copy of a resolution adopted by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor's designation of the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). (m) HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. (n) The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Proceeds Funding Agreement") in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. (o) The Proceeds Funding Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Section 2. Approval of Agreement. The Proceeds Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. Each of the Chair of this Board (or in the Chair's absence, the Vice Chair) and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Proceeds Funding Agreement, in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided that such execution and delivery shall occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Funding Agreement. Section 3. Request to Oversight Board for Approval. This Board hereby requests the Oversight Board to approve the execution and delivery of the Proceeds Funding Agreement. The Successor Agency Board Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Chair, the Vice Chair, the Executive Director and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Proceeds Funding Agreement, and the implementation of the Proceeds Funding Agreement. The Successor Agency Board Secretary is authorized to attest to the Successor Agency officers' signatures to any such document or instrument. Section 5. Certification. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5t" day of September, 2017. Maryann Edwards, Chair ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17- was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary ATTACHMENT A Housing Bond Proceeds Funding Agreement (substantial final form) (see attached) HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the City of Temecula, in its capacity as the successor to the housing assets and functions of the former Redevelopment Agency of the City of Temecula (the "Housing Successor"), and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency," and together with the Housing Successor, the "Parties"). RECITALS: A. The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). B. The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). D. The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. E. Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. F. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. G. Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). H. Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (the "Remaining 2011A Bond Proceeds" and collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). I. Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the Housing Successor. J. HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. K. HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. L. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance (the "DOF") of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. M. The Successor Agency received a copy of Resolution No. , adopted on , 2017, by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor' s designation of the use of the Remaining Housing Bond Proceeds for proj ects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). N. The use of the Remaining Housing Bond Proceeds for the Housing Successor Projects shall be consistent with the covenants relating to the Housing Bonds. O. The Housing Successor and the Successor Agency desire to enter into this Agreement in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Proj ects. P. This Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Q. Resolution No. adopted by the Oversight Board on , 2017, approving the Successor Agency' s execution and delivery of this Agreement was [approved] [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. (a) For the ROPS ("ROPS 18-19") covering the period from July 1, 2018 through June 30, 2019 ("ROPS 18-19 Period"), the Successor Agency shall list the transfer of all of the Remaining Housing Bond Proceeds (including estimated interest earnings to the date of transfer under Section 1(b)) to the Housing Successor to be used for the costs of the Housing Successor Projects. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor pursuant to HSC Sections 34176 and 34176.1. Section 3. The Housing Successor shall use the Remaining Housing Bond Proceeds in a manner consistent with all applicable bond covenants and all applicable law. Section 4. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 5. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. No official, agent, or employee of the Successor Agency or the City (whether or not acting in its capacity as the Housing Successor), or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default hereunder or breach hereof by the Successor Agency or the Housing Successor, or for any amount which may otherwise become due to the Housing Successor or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 8. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Executive Director ATTEST: Board Secretary CITY OF TEMECULA, as Housing Successor By Mayor ATTEST: City Clerk Item No. 14 Approvals City Attorney Director of Finance City Manager THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Finance Officer DATE: September 5, 2017 SUBJECT: Authorize the Successor Agency to the Temecula Redevelopment Agency to Execute and Deliver a 2007 Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Finance Officer RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS BACKGROUND: Before dissolution, the former Redevelopment Agency issued the multiple series of bonds, including its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (below, the "Bonds"). Proceeds of the Bonds were intended to be used to finance projects within or of benefit to Temecula Redevelopment Project No. 1 project area. According to the bond trustee's records, there is approximately $210,000 of unspent bond proceeds remaining. Pursuant to Section 34191.4 of the Health and Safety Code, after the Successor Agency's receipt of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF"), the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. The Successor Agency received its Finding of Completion on April 26, 2013. Because of the Successor Agency's limited staffing and resources and the City's traditional role and established procedures for the awarding of public works contracts, it is desirable for the Successor Agency to transfer the remaining unspent bond proceeds to the City, for the City to implement and perform the work required for the projects. Each transfer of bond proceeds to the City must be listed on a Recognized Obligation Payment ("ROPS"). Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Oversight Board and the DOF for approval. While the Successor Agency may choose to transfer the bond proceeds over time based on actual contract needs for each ROPS period, it is preferable for all of the remaining unspent bond proceeds to be transferred to the City at once, to facilitate the effective and efficient implementation of the projects. Pursuant to the attached 2007 Bond Proceeds Funding Agreement, the Successor Agency will list the transfer of all of the remaining bond proceeds on the next available ROPS (which covers the 2018-19 fiscal year), and will transfer the bond proceeds to the City per the DOF-approved ROPS. Exhibit A of the 2007 Bond Proceeds Funding Agreement contains a list of the anticipated projects, but also specifies that the actual projects to be funded may be different from those currently listed, as determined by the City. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the 2007 Bond Proceeds Funding Agreement and the relevant line item on the next ROPS, the Successor Agency will transfer the remaining unspent proceeds of the Bonds to the City at the commencement of fiscal year 2018-19. Thereafter, the City will use the bond proceeds for projects in a manner consistent with the bond covenants and the 2007 Bond Proceeds Funding Agreement, without additional review by the Oversight Board and the DOF. ATTACHMENTS: SARDA Resolution with Attachment A — 2007 Bond Proceeds Funding Agreement RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). (b) The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007, each by and between the Former Agency and U.S. Bank National Association, as trustee. (c) The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). (d) Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. (e) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. (f) Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. (g) By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. (h) The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects"). (i) Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a 2007 Bond Proceeds Funding Agreement in order that the City may perform or cause to be performed the work required for the Projects, substantially in the form attached as Attachment A (the "Funding Agreement"). (j) The Funding Agreement will provide for the transfer of the Remaining Bond Proceeds to the City, for the City to perform or cause to be performed the work required for the Projects and expend the Remaining Bond Proceeds in connection therewith. (k) The execution of the Funding Agreement will be in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. Section 2. Approval of Agreement. The Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. Each of the Chair of this Board (or in the Chair's absence, the Vice Chair) and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Funding Agreement, in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided that such execution and delivery shall occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Funding Agreement. Section 3. Request to Oversight Board for Approval. This Board hereby requests that the Oversight Board approve the execution and delivery of the Successor Agency's Funding Agreement. The Successor Agency Board Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Chair, the Vice Chair, the Executive Director and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Funding Agreement, and implement the Funding Agreement. The Successor Section 5. Certification. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5th day of September, 2017. Maryann Edwards, Chair ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17- was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary ATTACHMENT A 2007 Bond Proceeds Funding Agreement (substantial final form) (see attached) 2007 BOND PROCEEDS FUNDING AGREEMENT This 2007 BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") and the City of Temecula (the "City," and together with the City, the "Parties"). RECITALS: A. Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). B. The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (as supplemented and amended, the "Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). D. Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. E. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. F. Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. G. By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. H. The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants, including those listed in Exhibit A (collectively, the "Projects"). I. Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into this Agreement in order that the City may perform or cause to be performed the work required for the Projects, with payment therefor to be made from the Remaining Bond Proceeds. J. This Agreement provides for the transfer of the Remaining Bond Proceeds to the City for the City to perform or cause to be performed the work required for the Projects. K. Pursuant to HSC Section 34177(o), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("ROPS") each year, listing its expected expenditure and disbursement of moneys during each six month period covered by such ROPS. Each ROPS must be submitted to the Oversight Board and the DOF for approval. L. Pursuant to HSC Section 34191.4(c)(1)(A), the expenditure of the Remaining Bond Proceeds for an obligation must be listed on a ROPS. M. This Agreement is in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. N. Resolution No. adopted by the Oversight Board on , 2017 approving the Successor Agency's execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed the work required for the Projects, including but not limited to contracting for, or otherwise supervising or performing the preparation of designs, plans and specifications and all demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 2. (a) The Successor Agency has included on the ROPS ("ROPS 18-19") for the period from July 1, 2018 through June 30, 2019 (the "ROPS 18-19 Period"), a line item listing the transfer of the Remaining Bond Proceeds to the City. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Bond Proceeds, as approved on ROPS 18-19, to the City. Section 3. The City shall use the Remaining Bond Proceeds transferred to it pursuant to this Agreement for costs of the Projects (or reimbursement to the City for any funds advanced for costs of the Projects) in a manner consistent with the applicable bond covenants, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Bonds (and any tax-exempt bonds issued to refund the Bonds) under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. Section 4. To the extent the City still holds unspent Remaining Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such unspent Remaining Bond Proceeds to the Successor Agency within a reasonable time after such determination to be disposed of as provided in HSC Section 34191.4(c)(2) or otherwise consistent with the applicable provisions of the HSC. Section 5. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 6. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 7. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 8. No official, agent, or employee of the Successor Agency or the City, or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 9. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Executive Director ATTEST: Secretary CITY OF TEMECULA By Mayor ATTEST: City Clerk EXHIBIT A Description of Proj ects 1. Design and construction of roadway improvements on Motor Car Parkway, Ynez Road, Margarita Road and Solana Way 2. Any other programs, projects and activities within or of benefit to the Project Area, so long as the program or project is determined by the City to be consistent with applicable bond covenants. Item No. 15 Approvals City Attorney Director of Finance City Manager THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Finance Officer DATE: September 5, 2017 SUBJECT: Authorize the Successor Agency to the Temecula Redevelopment Agency to Issue Bonds to Refinance Existing Tax Allocation Bonds of the former Temecula Redevelopment Agency PREPARED BY: Jennifer Hennessy, Finance Officer RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO BACKGROUND: Under Assembly Bill (AB) 1484, the Redevelopment Elimination "clean up" Bill, existing bonds can be refinanced (refunded) to lower interest rates as long as the term is not extended and there is no new debt added to the financing. By refunding certain eligible bond issues, the debt service payments will be reduced and the taxing entities will receive additional revenues. Staff has identified such an opportunity which is presented in this staff report. Prior to the dissolution of the Redevelopment Agency, the Redevelopment Agency issued the following bonds (collectively, the "Prior Bonds") for the purpose of financing and refinancing redevelopment and housing activities: a) In May 2002, the Redevelopment Agency issued $28,055,000 in Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds) to finance redevelopment activities and refund the Project No. 1 1993 Tax Allocation Bonds, Series A. Currently the Agency has $21,185,000 outstanding 2002 Bonds available for refunding. b) In December 2006, the Redevelopment Agency issued $18,105,000 in Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds") and $3,040,000 in Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"). The proceeds were used to refinance redevelopment activities. Currently the Agency has $14,965,000 outstanding 2006A Bonds and $2,630,000 outstanding 2006B Bonds available for refunding. c) In October 2007, the Redevelopment Agency issued $15,790,000 in Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) to finance redevelopment activities (the "2007 Bonds"). Currently the Agency has $13,820,000 outstanding 2007 Bonds available for refunding. d) In March 2010, the Redevelopment Agency issued $12,720,000 in Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) to finance housing activities (the "2010 Bonds"). Currently the Agency has $11,850,000 outstanding 2010 Bonds available for refunding. e) In March 2011, the Redevelopment Agency issued $17,035,000 in Project No. 1 Tax Allocation Housing Bonds, 2011 Series A to finance housing activities (the "2011 Bonds"). Currently the Agency has $15,760,000 outstanding 2011 Bonds available for refunding. AB 1484 permits successor agencies to refund outstanding bonds and other obligations of a former redevelopment agency which requires the approval of the Successor Agency, Oversight Board and the California Department of Finance. It is anticipated that the refunding of the Prior Bonds described above will produce an annual average reduction in bond payments of approximately $570,000. This same reduction in annual bond payments frees up additional property tax revenues for distribution to the affected taxing entities. This will result in an average annual increase of approximately $60,000 in property tax revenues to the City, based on current market conditions as of August 11, 2017, and are subject to change. The proposed bond financing was discussed by the Finance Committee on August 30, 2017 and recommended that it be brought forward to the Successor Agency. The first step in moving forward with the refunding bonds is to adopt the attached resolution directing the Successor Agency to undertake proceedings for the refunding of the outstanding bonds, approve the required legal documents and authorize all of the necessary actions relating to the proposed refinancing. Subsequent to the adoption of the resolution by the Successor Agency, the Oversight Board has a meeting scheduled for September 13, 2017 for their adoption of the required resolution accompanied by the Successor Agency resolution and the indenture of trust, six escrow agreements, debt service savings analysis and the bond purchase agreement. Once the Oversight Board has approved their resolution, they are required to be forwarded to the California Department of Finance who has up to sixty days to approve the Oversight Board resolution. The final step will occur after the California Department of Finance approves the Oversight Board resolution. Thereafter, the Successor Agency will then adopt resolutions approving the Preliminary Official Statement (bond offering document) and other related bond documents. FISCAL IMPACT: The fiscal impact of the issuance of refunding bonds will result in the average annual reduction in bond payments of approximately $570,000. This same reduction in annual bond payments frees up additional property tax revenues for distribution to affected taxing entities. This will result in an average annual increase of approximately $60,000 in property tax revenues to the City. These are estimated savings based on current bond market conditions as of August 11, 2017 and are subject to change. ATTACHMENTS: 1. SARDA Resolution 2. Debt Service Savings Analysis 3. Indenture of Trust 4. Escrow Agreements (6) 5. Bond Purchase Agreement RESOLUTION NO. SARDA 17- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) Pursuant to section 34172(a) of the California Health and Safety Code (unless otherwise noted, all section references in this Resolution being to such Code), the Redevelopment Agency of the City of Temecula (the "Former Agency") has been dissolved and no longer exists, and pursuant to section 34173, the Successor Agency has become the successor agency to the Former Agency. (b) Prior to the dissolution of the Former Agency, the Former Agency issued the following bonds (collectively, the "Prior Bonds") for the purpose of financing and refinancing redevelopment and housing activities of the Former Agency, which Prior Bonds remain outstanding: (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010 Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). (c) Section 34177.5 authorizes the Successor Agency to issue refunding bonds pursuant to 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") for the purpose of achieving debt service savings within the parameters set forth in section 34177.5(a)(1) (the "Savings Parameters"). (d) City of Temecula Staff have been presented with a refunding analysis for a possible issuance of tax allocation refunding bonds by the Successor Agency indicating that a refunding of the Prior Bonds will satisfy the Savings Parameters. (e) The Successor Agency desires at this time to authorize the issuance of its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds") to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds," and together with the Series 2017A Bonds, the "Bonds") to refund the 2010 Bonds and the 2011 Bonds, all pursuant to an indenture of trust, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Indenture"). (f) Pursuant to section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency, and the Successor Agency now desires to request that the Oversight Board direct the Successor Agency to undertake the refunding proceedings and to approve the issuance of the Bonds pursuant to this Resolution and the Indenture, and the Successor Agency also desires to request that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Bonds. (g) The Successor Agency has determined to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") pursuant to the terms of a bond purchase agreement (the "Purchase Agreement") to be entered into by the Successor Agency and the Underwriter. Section 2. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Bonds to provide funds to refund and defease the Prior Bonds. Section 3. The Successor Agency hereby authorizes and approves the issuance of the Bonds under the applicable provisions of the California Health and Safety Code and the Refunding Law in the aggregate principal amount of not to exceed $86,000,000 in order to refund the Prior Bonds, provided that the Bonds are in compliance with the Savings Parameters at the time of issuance of the Bonds. Section 4. The Successor Agency hereby approves the Indenture prescribing the terms and provisions of the Bonds and the application of the proceeds of the Bonds, in the form on file with the Secretary of the Successor Agency. Each of the Chair, Executive Director and the Finance Officer of the Successor Agency (each, an "Authorized Officer"), acting alone, is hereby authorized to execute and deliver the Indenture, for and in the name and on behalf of the Successor Agency, in such form, together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture. Section 5. The six escrow agreements, one relating to each series of the Prior Bonds, each by and between the Successor Agency and U.S. Bank National Association, as escrow bank (collectively, the "Escrow Agreements"), in the respective forms on file with the Secretary of the Successor Agency, are hereby approved. The Authorized Officers are, each acting alone, hereby authorized, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreements in such forms together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Escrow Agreements. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreements. Section 6. It is the intent of the Successor Agency to sell and deliver the Bonds in whole, provided that there is compliance with the Savings Parameters. However, the Successor Agency hereby authorizes the sale and delivery of the Bonds in whole or, if such Savings Parameters cannot be met with respect to the whole or the Successor Agency otherwise determines not to issue all of the Bonds at this time, then in part; provided that the Bonds so sold and delivered in part are in compliance with the Savings Parameters. The sale and delivery of the Bonds in part will in each instance provide sufficient net funds only for the refunding of that portion of the Prior Bonds that meet the Savings Parameters. In the event the Bonds are initially sold in part, the Successor Agency intends to sell and deliver additional series of the Bonds to refund the Prior Bonds not refunded with proceeds of the Bonds without the prior approval of the Oversight Board provided that in each such instance the Bonds so sold and delivered in part are in compliance with the Savings Parameters. Section 7. The Successor Agency hereby authorizes the sale of the Bonds to the Underwriter. The Successor Agency hereby approves the Purchase Agreement, by and between the Underwriter and the Successor Agency, in the form on file with the Secretary, pursuant to which the Bonds are to be sold to the Underwriter. The Authorized Officers, each acting alone, are hereby authorized to execute and deliver the Purchase Agreement in said form, together with such additions thereto and changes therein as an Authorized Officer executing the Purchase Agreement, upon consultation with the Successor Agency's General Counsel and bond counsel, shall deem necessary, desirable or appropriate, so long as the principal amount of the Bonds does not exceed $86,000,000, the requirements of section 34177.5(a)(1) are satisfied with respect to the Bonds and the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, does not exceed 0.60% of the initial aggregate principal amount of the Bonds, and the execution by an Authorized Officer of the Purchase Agreement shall be conclusive evidence of the approval of any such additions and changes. The Successor Agency hereby authorizes the delivery and performance by the Successor Agency of the Purchase Agreement. Section 8. The Authorized Officers, each acting alone, are hereby authorized to take all actions necessary to obtain a municipal bond insurance policy for one or more maturities of one or both series of the Bonds and reserve account surety bond or insurance policy for one or both series of the Bonds from a municipal bond insurance company if it is determined, upon consultation with Fieldman, Rolapp & Associates, the Successor Agency's municipal advisor (the "Municipal Advisor") and the Underwriter, that such municipal bond insurance policy and/or surety bond or insurance policy will reduce the interest cost with respect to the Bonds to which they pertain. Section 9. Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and the Oversight Board Resolution to the California Department of Finance, the Successor Agency will, with the assistance of Quint & Thimmig LLP, its disclosure counsel for the Bonds (the "Disclosure Counsel"), HdL Companies, the fiscal consultant to the Successor Agency (the "Fiscal Consultant") and the Municipal Advisor, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information relating to the Successor Agency and the Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the Underwriter to persons and institutions interested in purchasing the Bonds. Section 10. The Successor Agency hereby requests the Oversight Board, as authorized by section 34177.5(f), to direct the Successor Agency to undertake proceedings to refund the Prior Bonds, and as authorized by section 34177.5(f) and section 34180, to approve the issuance of the Bonds pursuant to section 34177.5(a)(1), this Resolution and the Indenture. Section 11. The Successor Agency requests that the Oversight Board make the following determinations which the Successor Agency has considered in undertaking the refunding proceedings and the issuance of the Bonds: (a) The Successor Agency is authorized, as provided in section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing its administrative staff for time spent with respect to the authorization, issuance, sale and delivery of the Bonds; and (b) The application of the proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the Prior Bonds, as well as the payment by the Successor Agency of costs of issuance of the Bonds, as provided in section 34177.5(a), including municipal bond insurance and reserve fund surety bond or insurance premiums, shall be implemented by the Successor Agency promptly upon sale and delivery of the Bonds, notwithstanding section 34177.3 or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor -Controller or any other person or entity other than the Successor Agency. Section 12. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution with the Oversight Board, and, as provided in section 34180(j), with the Riverside County Administrative Officer, the Riverside County Auditor -Controller and the California Department of Finance. Section 13. The firm of Fieldman, Rolapp & Associates is hereby designated as Municipal Advisor to the Successor Agency for the Bonds, the firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and as Disclosure Counsel to the Successor Agency for the Bonds and the firm of HdL Companies is hereby designated as Fiscal Consultant to the Successor Agency for the Bonds. The Executive Director is hereby authorized and directed to execute and deliver agreements with such firms for their services related to the Bonds, each such agreement to be in the respective form on file with the Successor Agency Secretary, or otherwise in a form acceptable to the Executive Director and General Counsel to the Successor Agency. Section 14. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and in the issuance, sale and delivery of the Bonds. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 15. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5t" day of September, 2017. Maryann Edwards, Chair ATTEST: Randi Johl, Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17 - was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSTAIN: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl, Secretary Debt Service Savings Analysis Successor Agency to the Temecula Redevelopment Agency 2017 Tax Allocation Refunding Bonds Tax -Exempt Current Refunding of 2002, 2006A, 2006B, 2007 TABs; Taxable Advanced Refunding of 2010 & 2011 TABs All Maturities 2017 TABs 'BBB+' Underlying, Surety (1)(2) Refunding Bond Amount Par Refunded Final Maturity Average Coupon of Refunded Bonds Average Coupon of Refunding Bonds True Interest Cost (effective rate) Net Present Value Savings ($) Present Value Savings (%) Nominal Savings ($) Average Annual Savings ($) Taxing Entities Share of Average Annual Savings: Riverside County General Fund (3) County Free Library (3) Structural Fire (3) City of Temecula (Includes City of Temecula Inc. Dispute) Temecula USD Mt. San Antonio Junior College Elsinore Area Elementary School Fund Riverside County Office of Education County Flood Control Administration (3) County Flood Control Zone 7 (3) Temecula Public Cemetery (3) Temecula Zone B Eastern Municipal Water District (3) Eastern Municipal Water District 14th Fringe (3) Rancho California Water - Debt Service (3) $76,645,000 $80,210,000 12/15/2039 5.90% 4.83% 4.06% $6,110,813 7.62% $12,586,856 $572,130 $0.00 $0.00 $0.00 $60,639.48 $352,735.37 $40,655.90 $74,303.73 $43,141.96 $0.00 $0.00 $0.00 $653.37 $0.00 $0.00 $0.00 Total $572,129.81 (1) Assumes Closing Date of 11/15/2017, Market Conditions as of 8/11/2017 (2) Refunding assumes Surety at 2.5% and Bond Insurance at 90 bps (3) Taxing entities that receive 100% of their share of tax increment revenue through their pass through agreements receive no share of residual revenue. The residual revenue that is allocated is divided among the taxing entities that have not received their full shares of tax increment revenue Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 INDENTURE OF TRUST by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee dated as of 1, 2017 Relating to: Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A and Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B 19139.01:114756 TABLE OF CONTENTS ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01. Findings and Determinations 4 Section 1.02. Definitions 4 Section 1.03. Rules of Construction 14 ARTICLE II AUTHORIZATION AND TERMS Section 2.01. Authorization of Bonds 15 Section 2.02. Terms of Bonds 15 Section 2.03. Redemption of Bonds. 16 Section 2.04. Forms of Bonds 19 Section 2.05. Execution of Bonds 19 Section 2.06. Transfer of Bonds 19 Section 2.07. Exchange of Bonds 20 Section 2.08. Registration of Bonds 20 Section 2.09. Temporary Bonds 20 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 20 Section 2.11. CUSIP Numbers 21 Section 2.12. Book -Entry Only System 21 Section 2.13. Successor Securities Depository; Transfer Outside Book -Entry Only System 22 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT Section 3.01. Issuance of Bonds 23 Section 3.02. Application of Proceeds of Sale 23 Section 3.03. Costs of Issuance Fund 24 Section 3.04. Program Fund 24 Section 3.05. Issuance of Parity Debt 25 Section 3.06. Validity of Bonds 25 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security 26 Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues 26 Section 4.03. Deposit of Amounts by Trustee 26 ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Covenants of the Successor Agency 30 ARTICLE VI THE TRUSTEE Section 6.01. Duties, Immunities and Liabilities of Trustee 35 Section 6.02. Merger or Consolidation 36 Section 6.03. Liability of Trustee 36 Section 6.04. Right to Rely on Documents and Opinions 38 Section 6.05. Preservation and Inspection of Documents 39 Section 6.06. Compensation and Indemnification 39 Section 6.07. Deposit and Investment of Moneys in Funds 39 Section 6.08. Accounting Records and Financial Statements 41 Section 6.09. Appointment of Co -Trustee or Agent 41 Section 6.10. Other Transactions with Successor Agency 42 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01. Amendment 43 Section 7.02. Effect of Supplemental Indenture 43 Section 7.03. Endorsement or Replacement of Bonds After Amendment 44 Section 7.04. Amendment by Mutual Consent 44 -i- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default 45 Section 8.02. Remedies of Bondowners 45 Section 8.03. Application of Funds 46 Section 8.04. Limitation on Owner's Right to Sue 46 Section 8.05. Non -Waiver 47 Section 8.06. Actions by Trustee as Attorney -in -Fact 47 Section 8.07. Remedies Not Exclusive 47 Section 8.08. Parties Interested Herein 47 ARTICLE IX PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND INSURANCE POLICY Section 9.01. Provisions Relating to the Municipal Bond Insurer and the Municipal Bond Insurance 48 ARTICLE X MISCELLANEOUS Section 10.01. Benefits Limited to Parties 49 Section 10.02. Successor is Deemed Included in All References to Predecessor 49 Section 10.03. Discharge of Indenture 49 Section 10.04. Execution of Documents and Proof of Ownership by Owners 50 Section 10.05. Disqualified Bonds 50 Section 10.06. Waiver of Personal Liability 50 Section 10.07. Destruction of Canceled Bonds 50 Section 10.08. Notices 51 Section 10.09. Partial Invalidity 51 Section 10.10. Unclaimed Moneys 51 Section 10.11. Execution in Counterparts 52 Section 10.12. Governing Law 52 EXHIBIT A: FORM OF 2017A BOND EXHIBIT B: FORM OF 2017B BOND INDENTURE OF TRUST THIS INDENTURE OF TRUST (this "Indenture") is dated as of 1, 2017, is by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to borrow funds for any of its corporate purposes; WHEREAS, in order to finance redevelopment and housing activities of the Former Agency, the Former Agency has issued the following bonds (collectively, the "Prior Bonds"): Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds"). WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (the "Dissolution Act") and ABx1 27 (the "Opt -in Bill"); WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the Former Agency being dissolved as of February 1, 2012; WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012, to the Successor Agency; WHEREAS, on or about June 27, 2012, the California Legislature adopted AB 1484 as a trailer bill in connection with the 2012-13 California Budget; WHEREAS, AB 1484 added various provisions to the Law, including section 34177.5(a)(1) thereof which specifically authorizes the issuance of refunding bonds by the Successor Agency in certain circumstances to refund bonds and indebtedness of the Former Agency; WHEREAS, on or about September 17, 2015, the California Legislature adopted SB 107 as a trailer bill in connection with the 2015-16 California Budget; WHEREAS, SB 107 revised various provisions of the Law, including removing certain time limits affecting the number of tax dollars and other statutory limitations on redevelopment plans; WHEREAS, section 34179 of the Law established an oversight board (the "Oversight Board") for the Successor Agency; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to refund the Prior Bonds; WHEREAS, the Successor Agency has determined to issue its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A in the aggregate principal amount of $ (the "2017A Bonds") in order to provide moneys to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and to issue its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B in the aggregate principal amount of $ (the "2017B Bonds," and together with the 2017A Bonds, the "Bonds") in order to provide moneys to refund the 2010B Bonds and the 2011A Bonds, all under the provisions of section 34177.5(g) of the Law and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; WHEREAS, the Successor Agency has determined that the total net interest cost to maturity of the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity of the Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Indenture; and WHEREAS, the Successor Agency has determined that all acts and proceedings required by law necessary to make the Bonds when executed by the Successor Agency and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. -2- AGREEMENT: NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows: -3- ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01. Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time. "Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding Bonds and Parity Debt are retired as scheduled, and (b) the principal or sinking fund amount of the Outstanding Bonds and Parity Debt payable by their terms in such Bond Year. "Bond Law" means the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as in existence on the Closing Date or as thereafter amended from time to time. "Bond Proceeds Account" means the temporary account on the Trustee's records to facilitate the deposits and transfers of the proceeds of the Bonds. "Bond Year" means any twelve-month period beginning on December 16 in any year and ending on the next succeeding December 15, both dates inclusive, except that the first Bond Year shall begin on the Closing Date, and end on December 15, 2017. "Bonds" means, collectively, the 2017A Bonds and the 2017B Bonds. "Business Day" means a day of the year, other than a Saturday or Sunday, on which banks in Los Angeles and San Francisco, California, are not required or permitted to be closed and on which the New York Stock Exchange is not closed. "Certificate of the Successor Agency" means a certificate in writing signed by the Chair, the Vice Chair, the Executive Director or the Finance Officer of the Successor Agency. "City" means the City of Temecula, California. "Closing Date" means , 2017, the date on which the Bonds are delivered by the Successor Agency to the Original Purchaser. -4- "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2017A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2017A Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Certificate" means the Continuing Disclosure Certificate executed by the Successor Agency dated as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds and the refunding of the Prior Bonds, including but not limited to printing expenses, operating expenses, rating agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees and expenses of its counsel, Escrow Bank fees and those of its counsel, fees, charges and disbursements of attorneys, municipal advisors, fiscal consultants, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, [premiums for the Municipal Bond Insurance Policy and the Reserve Policy] and any other cost, charge or fee in connection with the issuance of the Bonds and the refinancing of the Prior Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03. "County" means Riverside County, California. "Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Defeasance Obligations" means (a) cash, (b) direct non -callable obligations of the United States of America, (c) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, (d) Refcorp interest strips, (e) CATS, TIGRS, STRPS, (f) defeased municipal bonds rated AAA by S&P or Aaa by Moody's, and (g) or any combination of the foregoing. "Dissolution Act" means Parts 1.8 (commencing with section 34161) and 1.85 (commencing with section 34170) of Division 24 of the California Health and Safety Code, as amended. "DOF" means the Department of Finance of the State of California. "DTC" means The Depository Trust Company, New York, New York. "Escrow Agreements" means, collectively, the 2002 Escrow Agreement, the 2006A Escrow Agreement, the 2006B Escrow Agreement, the 2007 Escrow Agreement, the 2010B Escrow Agreement and the 2011A Escrow Agreement. "Escrow Bank" means U.S. Bank National Association, as escrow agent under the Escrow Agreements, or any successor thereto appointed as escrow agent thereunder. "Event of Default" means any of the events described in Section 8.01. -5- "Federal Securities" means (a) cash, and (b) obligations of, or obligations guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States including: (i) United States treasury obligations, (ii) all direct or fully guaranteed obligations, (iii) Farmers Home Administration, (iv) General Services Administration, (v) Guaranteed Title XI financing, (vi) Government National Mortgage Association (GNMA), and (vi) State and Local Government Series. "Fiscal Year" means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period. "Former Agency" means the former Redevelopment Agency of the City of Temecula. "Housing Projects Account" means the account by that name within the Program Fund established and held by the Trustee pursuant to Section 3.04. "Indenture" means this Indenture of Trust by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof. "Independent Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "Independent Financial Consultant" means any financial consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency, other than as original purchaser of the Bonds or any Parity Debt; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "Independent Redevelopment Consultant" means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor Agency to have experience in matters relating to the collection of tax increment revenues or otherwise with respect to the financing of Redevelopment Project; (b) is in fact independent and not under domination of the Successor Agency; (c) does not have any substantial interest, direct or indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "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) or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other national information services -6- providing information with respect to called bonds as the Successor Agency may designate in a Written Certificate of the Successor Agency delivered to the Trustee. "Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(a). "Interest Payment Date" means June 15 and December 15 in each year, commencing June 15, 2018, so long as any of the Bonds remain Outstanding hereunder. "Last and Final ROPS" means a Last and Final Recognized Obligation Payment Schedule authorized by Section 34191.6 of the Dissolution Act. ["Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus 3%, and (ii) then applicable highest rate of interest on the Bonds, and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the Municipal Bond Insurer in its sole and absolute discretion shall specify.] "Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the California Health and Safety Code, and the acts amendatory thereof and supplemental thereto. "Maximum Annual Debt Service" means, as of the date of calculation, the largest Annual Debt Service for the current or any future Bond Year following the anticipated issuance of Bonds and Parity Debt. "Moody's" means Moody's Investors Service, its successors and assigns. ["Municipal Bond Insurance Policy" means the Municipal Bond Insurance Policy issued by the Municipal Bond Insurer that guarantees the scheduled payment of principal of and interest on the Bonds when due.] ["Municipal Bond Insurer" means or any successor thereto.] "Original Purchaser" means Stifel, Nicolaus & Company Incorporated, the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. "Outstanding" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 10.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 10.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto. -7- "Oversight Board" means the oversight board to the Successor Agency duly constituted from time to time pursuant to section 34179 of the Dissolution Act. "Owner" or "Bondowner" or "Bond Owner," when used with respect to the Bonds, means the person in whose name the ownership of the Bonds shall be registered on the Registration Books. "Parity Debt" means any loans, advances or indebtedness issued or incurred by the Successor Agency on a parity with the Bonds pursuant to Section 3.05. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Certificate. "Pass -Through Agreements" means, collectively, the following agreements: (a) Amended and Restated Agreement Between the County of Riverside, the Redevelopment Agency of the County of Riverside, the City of Temecula and the Redevelopment Agency of the City of Temecula for Reimbursement and Distribution of Tax Increment Funds from the Temecula Redevelopment Project, dated January 22, 2002; (b) Cooperation Agreement Between The Mt. San Jacinto Community College District, The County of Riverside and The Redevelopment Agency for the County of Riverside, dated August 23, 1988; (c) Cooperation Agreement Between the Temecula Public Cemetery District, The County of Riverside and The Redevelopment Agency for the County of Riverside, dated August 1, 1988; (d) Cooperation Agreement Between Temecula Valley Unified School District, the County of Riverside and the Redevelopment Agency for the County of Riverside, dated April 17, 1991; (e) Cooperation Agreement Between the County Service Area No. 75, the County of Riverside and the Redevelopment Agency For the County of Riverside, dated August 4, 1988; (f) Cooperation Agreement Between the Eastern Municipal Water District, the County of Riverside and the Redevelopment Agency for the County of Riverside, dated October 3, 1988; and (g) Cooperation Agreement Between the Riverside County Flood Control and Water Conservation District, the County of Riverside and the Redevelopment Agency For the County of Riverside, dated November 1, 1988. "Permitted Investments" means the following, but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities. (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export -Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. U.S. Farmers Home Administration (FmHA) Certificates of Beneficial Ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation Certificates -8- 6. Government National Mortgage Association (GNMA or Ginnie Mae) GNMA—guaranteed mortgage-backed bonds GNMA—guaranteed pass-through obligations 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies which are not backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations 3. Federal National Mortgage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations 6. Farm Credit System Consolidated systemwide bonds and notes (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, which invest solely in Federal Securities, if rated by S&P, having a rating of AAAm-G; and if rated by Moody's having a rating of Aaa, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and / or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (e) Certificates of deposit secured at all times by collateral described in (a) and/or (b) above. Such certificates must be issued by commercial banks or savings and loan associations (including the Trustee or its affiliates). The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. -9- (f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC including those of the Trustee or its affiliates or secured at all times by collateral described in (a) and/or (b) above. (g) Commercial paper rated, at the time of purchase, "Prime -1" by Moody's and "A-1" or better by S&P. (h) Deposit accounts, Federal funds or bankers acceptances with a maximum term of 180 days of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime -1" or better by Moody's and "A-1" or better by S&P. (i) The Local Agency Investment Fund of the State, created pursuant to section 16429.1 of the California Government Code. (j) Other forms of investments that satisfy the City's Statement of Investment Policy. "Principal Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(b). "Principal Corporate Trust Office" means such corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Successor Agency, initially being at 655 West Fifth Street, 24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services, except that, with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust operations and agency business shall be conducted, initially in St. Paul, Minnesota. "Prior Bond Proceeds Account" means the account by that name within the Program Fund established and held by the Trustee pursuant to Section 3.04. "Prior Bonds" has the meaning given to such term in the second Recital to this Indenture. "Program Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.04. "Rating Category" means any generic rating category of Moody's or S&P, without regard to any refinement of such category by plus or minus sign or by numerical or other qualifying designation. "Recognized Obligation Payment Schedule" or "ROPS" means a Recognized Obligation Payment Schedule, prepared and approved from time to time pursuant to subdivision (1) of section 34177 of the Dissolution Act. "Record Date" means, with respect to any Interest Payment Date, the close of business on the first (1st) calendar day of the month in which such Interest Payment Date occurs, whether or not such first (1st) calendar day is a Business Day. "Redemption Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(e). "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to section 34170.5 of the Dissolution Act and referenced in Section 4.02 of this Indenture. -10- "Redevelopment Plan" means the Redevelopment Plan for the Temecula Redevelopment Project No. 1 of the Former Agency, approved by Ordinance No. 658 enacted by the Board of Supervisors of the County on July 12, 1988, and subsequently amended by Ordinance Nos. 91- 15, 94-33, 06-11, 07-20 and 07-21, adopted by the City Council of the City on April 9, 1991, December 20, 1994, September 26, 2006, January 8, 2008, and January 8, 2008, respectively, together with any further amendments to such Redevelopment Plan duly authorized pursuant to the Law. "Redevelopment Project" means the undertaking of the Former Agency and the Successor Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the project area described in the Redevelopment Plan. "Redevelopment Property Tax Trust Fund" means the fund established under section 34170.5(b) of the Law and administered by the County Auditor -Controller. "Refunding Bond Law" means, collectively, section 34177.5(g) of the Law and section 53580 et seq. of the California Government Code "Registration Books" means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. "Report" means a document in writing signed by an Independent Financial Consultant or an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. "Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(d). ["Reserve Policy" means the Municipal Bond Debt Service Reserve Insurance Policy issued by the Municipal Bond Insurer in lieu of a cash funded reserve fund for the Bonds, which allows for draws in an aggregate amount equal to the Reserve Requirement as of the Closing Date.] "Reserve Requirement" means, as of any date of calculation, to be equal to the least of (a) Maximum Annual Debt Service (not including for such purpose debt service on any Parity Debt) for then current or every subsequent Bond Year, (b) 125% of average Annual Debt Service (not including for such purpose debt service on any Parity Debt) for then current or every subsequent Bond Year, and (c) 10% of the original principal amount of the Bonds (not including any Parity Debt). On the Closing Date, such amount is $ "Responsible Officer" means any Vice President, Assistant Vice President or Trust Officer of the Trustee with responsibility for matters related to this Indenture. "ROPS" means a Recognized Obligation Payment Schedule, as contemplated by the Dissolution Act. -11- "ROPS Payment Period" means the six-month fiscal period (commencing on each January 1 and July 1) during which monies distributed on a RPTTF Distribution Date are permitted to be expended under the Dissolution Act. "ROPS Period" means the twelve-month fiscal period (commencing on each July 1) covered by a ROPS; provided, that if the Dissolution Act is hereafter amended, such that each ROPS covers a fiscal period of a different length, or if the Successor Agency adopts a Last and Final ROPS that is approved by the Oversight Board and the State Department of Finance, then "ROPS Period" shall mean such other fiscal period per the Dissolution Act, as amended, or the fiscal period covered by the Last and Final ROPS, as applicable. "RPTTF Distribution Date" means each January 2 and June 1, as specified in Section 34183 of the Dissolution Act, on which the County Auditor -Controller allocates and distributes to the Successor Agency monies from the Redevelopment Property Tax Trust Fund for payment on enforceable obligations pursuant to an approved ROPS. "S&P" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, New York, New York, or its successors. "Securities Depositories" means The Depository Trust Company, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Successor Agency may designate in a Certificate of the Successor Agency delivered to the Trustee. "Sinking Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(c). "State" means the State of California. "Statutory Pass -Through Amounts" means all amounts required to be paid to affected taxing agencies pursuant to sections 33607.5 and / or 33607.7 of the Law and section 34183 of the Dissolution Act. "Successor Agency" means the Successor Agency to the Temecula Redevelopment Agency, as successor to the Former Agency, a public body corporate and politic duly organized and existing under the Law. "Supplemental Indenture" means any resolution, agreement or other instrument which has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "Tax Revenues" means the moneys deposited or available for deposit from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act, after payment of (a) County administrative fees pursuant to section 34183(a) of the Dissolution Act, and (b) all amounts required to be paid by the Successor Agency pursuant to any Pass -Through Agreement or any Statutory Pass -Through Amounts (to the extent that the payments thereunder or any such Statutory Pass -Through Amounts, respectively, are not subordinated to the Successor Agency's obligation to repay the Bonds). If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness of the -12- Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect at the time providing for the allocation of tax increment revenues to the Successor Agency in accordance with Article XVI, Section 16 of the California Constitution. "Term Bonds" means the Bonds maturing on December 15, and December 15, and any Parity Debt the principal thereof is payable from sinking fund installments. "Trustee" means U.S. Bank National Association, as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. "2011A Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. "2011A Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2011A Bonds. "2007 Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien). "2007 Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2007 Bonds. "2017A Bonds" means the $ Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A; and, when the context requires, any Parity Debt. "2017B Bonds" means the $ Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B; and, when the context requires, any Parity Debt. "2006A Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A. "2006A Escrow Agreement" means that certain Escrow Agreement, dated as of 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2006A Bonds. "2006B Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien). "2006B Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2006B Bonds. "2010B Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds). "2010B Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the payment of -13- a portion of the debt service on the Bonds to and including December 15, 2020, and the redemption of the then outstanding 2010B Bonds maturing on and after December 15, 2021 on December 15, 2020. "2002 Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds. "2002 Escrow Agreement" means that certain Escrow Agreement, dated as of , 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2002 Bonds. "Written Request of the Successor Agency" or "Written Certificate of the Successor Agency" means a request or certificate, in writing signed by the Chair, Vice Chair, Executive Director or the Finance Officer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. Section 1.03. Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. -14- ARTICLE II AUTHORIZATION AND TERMS Section 2.01. Authorization of Bonds. (a) 2017A Bonds in the aggregate principal amount of million hundred thousand dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture and the Refunding Bond Law. The Bonds shall be designated the "Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A." (b) 2017B Bonds in the aggregate principal amount of million thousand dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture and the Refunding Bond Law. The 2017B Bonds shall be designated the "Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B." (c) This Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. Section 2.02. Terms of Bonds. (a) The 2017A Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The 2017A Bonds shall mature on December 15 in the years and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day months) at the rates per annum as follows: Maturity Date Principal Interest (December 15) Amount Rate -15- (b) The 2017B Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The 2017B Bonds shall mature on August 1 in the years and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day months) at the rates per annum as follows: Maturity Date Principal Interest (August 1) Amount Rate (c) Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) shall be payable on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such Owner as it appears on the Registration Books as of such Record Date; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee on or before the applicable Record Date. Such instructions shall remain in effect until rescinded in writing by the Owner. Principal of and redemption premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or redemption (except for Sinking Account redemptions which do not require presentment for payment), at the Principal Corporate Trust Office. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. (d) The Bonds shall be dated as of their date of delivery and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) the Bonds are authenticated on or before June 1, 2018, in which event they shall bear interest from their date of delivery; provided, however, that if, as of the date of authentication of the Bonds, interest thereon is in default, the Bonds shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Section 2.03. Redemption of Bonds. (a)(i) Optional Redemption. The 2017A Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The 2017A Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (or, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. -16- (ii) The 2017B Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The 2017B Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (or, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. (iii) The Successor Agency shall be required to give the Trustee written notice of its intention to redeem Bonds under this subsection (a) with a designation of the series and maturities to be redeemed at least forty-five (45), but not more than seventy-five (75) days, prior to the date fixed for such redemption, or such lesser number of days as shall be agreed to by the Trustee in the sole determination of the Trustee. (b) Sinking Account Redemption. (i) The 2017A Bonds maturing on December 15, (" 2017A Term Bonds"), are subject to mandatory redemption from Sinking Account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017A Term Bonds have been redeemed pursuant to subsection (a)(i) above, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017A Term Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee. Redemption Date (December 15) Principal Amount (ii) The 2017B Bonds maturing on December 15, (" 2017B Term Bonds"), are subject to mandatory redemption from Sinking Account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017B Term Bonds have been redeemed pursuant to subsection (a)(ii) above, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017B Term Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee. -17- Redemption Date (December 15) Principal Amount (c) Notice of Redemption. The Trustee on behalf of and at the expense of the Successor Agency will send (by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof) notice of any redemption at least twenty (20) (or, if more, such minimum number of days as may be required by the Securities Depositories) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories and to the Information Services designated in a Written Request of the Successor Agency filed with the Trustee at the time the Successor Agency notifies the Trustee of its intention to redeem Bonds; but such sending of the notice of redemption will not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the redemption date and the redemption price, will designate the series and CUSIP number of the Bonds to be redeemed, state the individual number of each Bond to be redeemed or state that all Bonds of a series between two stated numbers (both inclusive) or all of the Bonds Outstanding of a series (or all Bonds of a maturity of a series) are to be redeemed, and will require that such Bonds be then surrendered (except for mandatory Sinking Account redemptions) at the Principal Corporate Trust Office of the Trustee for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any optional redemption of the Bonds under Section 2.03(a)(i) or (ii) above, the notice of redemption may also state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the applicable Bonds on the anticipated redemption date, and that the optional redemption shall not occur if, by no later than the scheduled redemption date, sufficient moneys to redeem such Bonds have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the Bonds to be optionally redeemed, such event shall not constitute an Event of Default; the Trustee shall send written notice to the Owners to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of this Indenture. Upon the payment of the redemption price of 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 Bonds being redeemed with the proceeds of such check or other transfer. (d) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice. -18- (e) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Successor Agency thereof. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be canceled and destroyed as provided in Section 10.07 hereof. (f) Selection of Bonds for Redemption. Whenever provision (other than pursuant to Section 2.03(b)) is made in this Indenture for the redemption of Bonds and less than all Bonds then currently Outstanding of a series are called for redemption, the Trustee will select Bonds of a series for redemption from Bonds of such series then currently Outstanding and not previously called for redemption, at the written direction of the Successor Agency in such order of maturity as shall be designated by the Successor Agency, and in the absence of such direction, pro rata among maturities of such series and by lot within a maturity. The Trustee will promptly notify the Successor Agency in writing of the Bonds so selected for redemption. Section 2.04. Forms of Bonds. The Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibits A and B, as applicable, attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of its Chair and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency. Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form hereinafter set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by the Trustee, may be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute and the Trustee shall deliver a new Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized denominations. The Trustee shall collect from the Owner -19- any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Successor Agency. The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a) any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office for a like aggregate principal amount of Bonds of other authorized denominations of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency. The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a) any Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption. Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided. 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 denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Principal Corporate Trust Office, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity for the Trustee and the Successor Agency satisfactory to the Trustee shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing -20- a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture. Section 2.11. CUSIP Numbers. The Trustee and the Successor Agency shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond, check, advise of payment or redemption notice and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Successor Agency nor the Trustee shall be liable for any inaccuracy in such numbers. Section 2.12. Book -Entry Only System. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the "DTC System"), as set forth herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds in the name of Cede & Co., as nominee of DTC. The Successor Agency and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a representation letter in the form required by DTC (the "Representation Letter"). In the event of any conflict between the terms of any such letter or agreement, including the Representation Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of a Bondholder only in accordance with the terms hereof applicable to the exercise of such rights. With respect to the Bonds registered in the books of the Trustee in the name of Cede & Co., as nominee of DTC, the Successor Agency and the Trustee, shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, Successor Agency and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (b) the delivery to any DTC Participant or any Indirect Participant or any other person, other than a Bondholder, as shown in the Register, of any notice with respect to the Bonds, including any notice of redemption, (c) the payment to any DTC Participant or Indirect Participant or any other Person, other than a Bondholder, as shown in the Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds or (d) any consent given by DTC as registered owner. So long as certificates for the Bonds are not issued pursuant to this Section 2.12 and the Bonds are registered to DTC, the Successor Agency, and the Trustee shall treat DTC or any successor securities depository as, and deem DTC or any successor securities depository to be, the absolute owner of the Bonds for all purposes whatsoever, including without limitation (i) the payment of principal and interest on the Bonds, (ii) giving notice of redemption and other matters with respect to the Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any successor thereto, as -21- nominee for DTC, shall receive a Bond certificate with respect to any Bond. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 2.13. Successor Securities Depository; Transfers Outside Book Entry -Only System. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Successor Agency and the Trustee and discharging its responsibilities with respect thereto under applicable law. The Successor Agency, without the consent of any other person, but following written notice to the Trustee, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to the foregoing provisions, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Successor Agency, at the expense of the Successor Agency, is obligated to deliver Bond certificates to the beneficial owners of the Bonds, as described in this Indenture, and the Bonds shall no longer be restricted to being registered in the books of the Trustee in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or name Bondowner transferring or exchanging Bonds shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. The Successor Agency may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, as may be acceptable to the Successor Agency, or such depository's agent or designee. -22- ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver the 2017A Bonds to the Trustee in the aggregate principal amount of million hundred thousand dollars ($ ) and shall execute and deliver the 2017B Bonds to the Trustee in the aggregate principal amount of million thousand dollars ($ ), and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Successor Agency. Section 3.02. Application of Proceeds of Sale. (a) Upon the receipt of payment for the 2017A Bonds on the Closing Date of $ , being the principal amount of the 2017A Bonds of $ , less an underwriter's discount of $ , less [plus] an original issue discount [premium] of $ , [less $ being a portion of the premium for the Municipal Bond Insurance Policy and less $ being a portion of the premium for the Reserve Policy (which premiums were paid by the Original Purchaser as an accommodation to the Successor Agency)], the Trustee shall deposit the proceeds of sale thereof in the Bond Proceeds Account and then apply such proceeds as follows: (i) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund; (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit as follows: $ to the escrow fund established under the 2002 Escrow Agreement, $ to the escrow fund established under the 2006A Escrow Agreement, $ to the escrow fund established under the 2006B Escrow Agreement, and $ to the escrow fund established under the 2007 Escrow Agreement. (b) Upon the receipt of payment for the 2017B Bonds on the Closing Date of $ , being the principal amount of the 2017B Bonds of $ , less an underwriter's discount of $ , less [plus] an original issue discount [premium] of $ , [less $ being a portion of the premium for the Municipal Bond Insurance Policy and less $ being a portion of the premium for the Reserve Policy (which premiums were paid by the Original Purchaser as an accommodation to the Successor Agency)], the Trustee shall deposit the proceeds of sale thereof in the Bond Proceeds Account and then apply such proceeds as follows: (i) The Trustee shall deposit the amount of $ Fund; in the Costs of Issuance (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit as follows: $ to the escrow fund established under the 2010B Escrow Agreement, and $ to the escrow fund established under the 2011A Escrow Agreement. -23- (c) In addition to the foregoing, the Trustee, in its capacity as trustee for the Prior Bonds, shall transfer on the Closing Date: (i) The following amounts from the following funds held under the Indenture of Trust, dated as of April 1, 2002, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of December 1, 2006, each between the Former Agency and the Trustee: (A) to the escrow fund established under the Escrow Agreement $ in Fund; and (B) to the escrow fund established under the Escrow Agreement $ in the Fund. (ii) The following amounts from the following funds held under the Indenture of Trust, dated as of December 1, 2006, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of October 1, 2007, each between the Former Agency and the Trustee: (A) to the Prior Bonds Proceeds Account of the Program Fund, all amounts in the Project Fund; (B) to the escrow fund established under the Escrow Agreement $ in Fund; and (C) to the escrow fund established under the Escrow Agreement $ in Fund. (iii) The following amounts from the following funds held under the Indenture of Trust, dated as of March 1, 2010, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of March 1, 2011, each between the Former Agency and the Trustee: (A) to the Housing Projects Account of the Program Fund, all amounts in the 2010 Series B Bonds Housing Projects Account of the Housing Projects Fund and all amounts in the 2011 Housing Projects Fund; (B) to the escrow fund established under the Escrow Agreement $ in Fund; and (C) to the escrow fund established under the Escrow Agreement $ in Fund. (d) Upon the application of the proceeds as set forth above, the Trustee shall close the Bond Proceeds Account. The Trustee may establish, as it deems necessary, a temporary fund or account on its records to facilitate the deposits set forth herein. Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date which is four months after the Closing Date, or upon the earlier Written Request of the Successor Agency, any moneys remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account and the Costs of Issuance Fund shall be closed. Section 3.04. Program Fund. (a) There is hereby established a separate fund to be known as the "Program Fund," and within the Program Fund a "Prior Bonds Proceeds Account" and a "Housing Projects Account," which fund and accounts shall be held by the Trustee, and into which accounts funds shall be deposited as provided in Section 3.02(c)(ii)(A) and 3.02(c)(iii)(A), respectively. -24- (b) All amounts in the Prior Bonds Proceeds Account of the Program Fund shall be transferred by the Trustee to the City upon submission to the Trustee of a Certificate of the Successor Agency stating that such amounts are to be so transferred in accordance with Section 2 of the 2007 Bond Proceeds Funding Agreement, dated as of , 2017, between the Successor Agency and the City. (c) The amounts in the Housing Projects Account of the Program Fund shall be transferred by the Trustee to the Successor Agency to be deposited by the Successor Agency to the Low and Moderate Income Housing Asset Fund maintained by the City, as the successor to the housing assets and functions of the Former Agency, upon the submission of a Certificate of the Successor Agency stating such amounts are to be so transferred and deposited in accordance with Section 1 of the Housing Bond Proceeds Funding Agreement, dated as of , 2017, between the City and the Successor Agency. (d) When no amounts remain in either the Prior Bond Proceeds Account or the Housing Projects Account of the Program Fund, the Program Fund shall be closed. Section 3.05. Issuance of Parity Debt. In addition to the Bonds, the Successor Agency may issue or incur Parity Debt only to refund the Bonds or other Parity Debt in such principal amount as shall be determined by the Successor Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the Successor Agency and Trustee. The Successor Agency may issue or incur such Parity Debt subject to the following specific conditions precedent: (a) The Successor Agency will be in compliance with all covenants set forth in this Indenture; (b) If required by the Law, the Oversight Board shall have approved the issuance of the Parity Debt. (c) The Parity Debt will be on such terms and conditions as may be set forth in a separate or Supplemental Indenture, which will provide for bonds substantially in accordance with this Indenture; (d) Receipt of a certificate or opinion of an Independent Financial Consultant stating that the total net interest cost to maturity of the Parity Debt plus the principal amount of the Parity Debt will not exceed the total net interest cost to maturity of the Bonds or previously issued Parity Debt to be refunded plus the principal amount of the Bonds or previously issued Parity Debt to be refunded. (e) The Parity Debt will mature on and interest will be payable on the same dates as the Bonds (except the first interest payment may be from the date of the Parity Debt until either the next succeeding June 15 or December 15). Section 3.06. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the Redevelopment Project or upon the performance by any person of his obligation with respect to the Redevelopment Project. -25- ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the Bonds and any additional Parity Debt shall be equally secured by a pledge and lien on all of the Tax Revenues and by a first and exclusive pledge and lien upon all of the moneys in the Debt Service Fund (including the Interest Account, the Principal Account, the Sinking Account and the Redemption Account therein) and the Redevelopment Obligation Retirement Fund without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Bonds (exclusive of any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account. Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds. In consideration of the acceptance of the Bonds by those who shall own the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Trustee for the benefit of the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. There has been established a special trust fund known as the "Redevelopment Obligation Retirement Fund," which shall be held by the Successor Agency pursuant to section 34170.5 of the Dissolution Act. There is hereby established a special trust fund known as the "Debt Service Fund" and the accounts therein referred to below which shall be held by the Trustee. The Successor Agency shall deposit all of the Tax Revenues received by the Successor Agency in any Bond Year in the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency, and promptly thereafter shall transfer amounts received therein to the Debt Service Fund established and held by the Trustee under this Indenture until such time during such Bond Year as the amounts so transferred to the Debt Service Fund hereunder equal the aggregate amounts required to be deposited by the Trustee into the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account of the Debt Service Fund in such Bond Year pursuant to Section 4.03 of this Indenture and for deposit in such Bond Year in the funds and accounts established with respect to Parity Debt, as provided in any Supplemental Indenture. Any Tax Revenues received during a Bond Year and held in the Redevelopment Obligation Retirement Fund, to the extent remaining after making the foregoing transfers in such Bond Year, shall be released from the pledge and lien under this Indenture. Section 4.03. Deposit of Amounts by Trustee. There are hereby created accounts within the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account. Moneys in the Debt Service Fund will be transferred by the Trustee in the following amounts at -26- the following times, for deposit by the Trustee in the following respective accounts within the Debt Service Fund, in the following order of priority: (a) Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the June 15, 2018, Interest Payment Date, to the extent there are moneys available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds and Parity Debt on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on such Interest Payment Date upon all of the Outstanding Bonds and Parity Debt. Subject to this Indenture, all moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds and Parity Debt as it becomes due and payable (including accrued interest on any Bonds and Parity Debt redeemed prior to maturity pursuant to this Indenture). (b) Principal Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the June 15, 2018, Interest Payment Date, to the extent there are monies available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Principal Account an amount equal to one-half of the principal payments coming due and payable on the Outstanding Bonds and any Parity Debt on the next December 15. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next December 15 on all Outstanding Bonds and any Parity Debt. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds and any Parity Debt as it shall become due and payable. (c) Sinking Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the first such date which is six months prior to the date on which principal (or any mandatory sinking payment) is due on any Term Bonds, to the extent there are moneys available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Sinking Account an amount equal to one-half of the sinking account payments becoming due and payable on any Bonds and Parity Debt that constitute Term Bonds on the next December 15, to the extent monies on deposit in the Debt Service Fund are available therefor. No such transfer and deposit need be made to the Sinking Account if the amount contained therein is at least equal to the sinking account payments to become due on the next December 15 on all Outstanding Bonds and Parity Debt that constitute Term Bonds. Subject to this Indenture, all moneys in the Sinking Account will be used and withdrawn by the Trustee solely for the purpose of paying the aggregate principal amount of the Term Bonds and term bonds relating to Parity Debt required to be redeemed on such December 15 pursuant to the provisions of the document providing for the issuance of any Parity Debt that constitutes Term Bonds. (d) Reserve Account. (i) In lieu of a cash deposit to the Reserve Account, the Reserve Policy shall be delivered to the Trustee on the Closing Date, and shall be held by the Trustee for the credit of the Reserve Account solely for the benefit of the Bonds issued on the Closing Date (and not for the benefit of any Parity Debt). The prior written consent of the Municipal Bond Insurer shall be a condition precedent to the deposit of any credit instrument in lieu of a cash deposit into the Reserve Account, other than the Reserve Policy. -27- If, on any Interest Payment Date, the moneys available in the Interest Account, the Principal Account and the Sinking Account do not equal the amount of the principal or interest on the Bonds (not including any Parity Debt) then coming due and payable, the Trustee shall apply the moneys available in the Reserve Account to make delinquent amounts by transferring the amount necessary for this purpose to the Interest Account, the Principal Account and/or the Sinking Account or shall draw on the Reserve Policy and apply amounts received from such draw to make delinquent amounts by transferring the amount necessary for this purpose to the Interest Account, the Principal Account and/or the Sinking Account. To the extent there is cash or investments on deposit in the Reserve Account, such cash or investments shall be applied first before there is any draw on the Reserve Policy or any other credit facility credited to the Reserve Account in lieu of cash (a "Credit Facility"). Payment of any Policy Costs (hereinafter defined) shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable Credit Facility without regard to the legal or financial ability or willingness of the provider thereof to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. Upon receipt of any delinquent amount with respect to which moneys have been advanced from the Reserve Account or there has been a draw on the Reserve Policy, such amount shall be deposited in the Reserve Account to the extent of such advance and first applied to reimburse a draw on the Reserve Policy and then to replenish any cash drawn therefrom. The Successor Agency has no obligation to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time the Bonds are outstanding, (i) amounts are unavailable under the Reserve Policy or (ii) the rating assigned to the Municipal Bond Insurer by any rating agency is downgraded, suspended or withdrawn at any time. (ii) The Successor Agency shall repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Municipal Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Municipal Bond Insurer at the Late Payment Rate. Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, the "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1 /12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Municipal Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Municipal Bond Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy. -28- All cash and investments in the Reserve Account shall be transferred to the Debt Service Fund for payment of the debt service on the Bonds before any drawing may be made on the Reserve Policy or any other Reserve Fund Credit Instrument in lieu of cash. Payment of any Policy Cost shall be made prior to replenishment of any cash amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage shall be made on a pro -rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (iii) Draws under the Reserve Policy may only be used to make payments on Bonds (and not to make payments on any Parity Debt). (iv) If the Successor Agency shall fail to pay any Policy Costs in accordance with the requirements of paragraph (a) above, the Municipal Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Indenture other than (i) acceleration of the maturity of the Bonds, or (ii) remedies which would adversely affect owners of the Bonds. (v) This Indenture shall not be discharged until all Policy Costs owing to the Municipal Bond Insurer shall have been paid in full. The Successor Agency's obligation to pay such amount shall expressly survive payment in full of the Bonds. In order to secure the Successor Agency's payment obligations with respect to the Policy Costs, there is hereby granted and perfected in favor of the Municipal Bond Insurer a security interest (subordinate only to that of the owners of the Bonds) in all revenues and collateral pledged as security for the Bonds. (vi) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of paragraph (a) hereof and provide notice to the Municipal Bond Insurer at least three business days prior to each date upon which interest or principal is due on the Bonds. (vii) The Reserve Policy shall expire on the earlier of the date the Bonds are no longer outstanding and the final maturity date of the Bonds. (e) Redemption Account. On or before the fifth (5th) Business Day preceding any date on which Bonds are, or any Parity Debt is, to be optionally redeemed, the Trustee shall withdraw from the Debt Service Fund and transfer to the Redemption Account (which the Trustee shall thereupon establish and hold in trust hereunder) an amount required to pay the principal of and premium, if any, on the Bonds and any Parity Debt to be redeemed on such date, taking into account any funds then on deposit in the Redemption Account. The Trustee shall also deposit in the Redemption Account any other amounts received by it from the Successor Agency designated by the Successor Agency in writing to be deposited in the Redemption Account. All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds and any Parity Debt to be redeemed on the respective dates set for such redemption. -29- ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Covenants of the Successor Agency. As long as the Bonds or any Parity Debt is outstanding and unpaid, the Successor Agency shall (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Indenture or in any Bond or Parity Debt issued hereunder, including the following covenants and agreements for the benefit of the Bondowners which are necessary, convenient and desirable to secure the Bonds and any Parity Debt and will tend to make them more marketable; provided, however, that the covenants do not require the Successor Agency to expend any funds other than the Tax Revenues: (a) Use of Proceeds. The Successor Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture. (b) No Priority. The Successor Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Tax Revenues which have any lien upon the Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by Section 3.04 hereof, it will not issue any obligations, payable as to principal or interest, from the Tax Revenues, which have any lien upon the Tax Revenues on a parity with the Bonds authorized herein. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Successor Agency (i) from issuing and selling pursuant to law, refunding obligations payable from and having any lawful lien upon the Tax Revenues, if such refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding all of the Outstanding Bonds and Parity Debt, (ii) from issuing and selling obligations which have, or purport to have, any lien upon the Tax Revenues which is junior to the Bonds and any Parity Debt, or (iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Tax Revenues and which are not secured by any pledge of or lien on the Tax Revenues. As used herein "obligations" includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. (c) Punctual Payment. The Successor Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Bonds on the date, at the place and in the mariner provided in the Bonds. (d) Payment of Taxes and Other Charges. The Successor Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties then owned by it in the Redevelopment Project, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Tax Revenues or other legally available funds to pay the principal of and interest on the Bonds, all to the end that the priority and security of the Bonds shall be preserved; provided, however, that nothing in this covenant shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of the payment. (e) Books and Accounts; Financial Statements. The Successor Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (which -30- may be combined with the records and accounts of the City) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Tax Revenues and other funds relating to the Redevelopment Project. The Successor Agency will cause the City to prepare within seven (7) months after the close of each of the Successor Agency's Fiscal Years a post -audit of the financial transactions and records of the Successor Agency for the Fiscal Year to be made by an Independent Certified Public Accountant appointed by the City, and will include summary financial information regarding the Successor Agency in the City's annual audited financial statements. The Trustee shall have no duty to review such post -audits. (f) [Intentionally omitted.] (g) [Intentionally omitted.] (h) Protection of Security and Rights of Bondowners. The Successor Agency covenants and agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and to contest by court action or otherwise (i) the assertion by any officer of any government unit or any other person whatsoever against the Successor Agency that (A) the Law is unconstitutional or (B) that the Tax Revenues pledged under this Indenture cannot be paid to the Successor Agency for the debt service on the Bonds or (ii) any other action affecting the validity of the Bonds or diluting the security therefor, including, with respect to the Tax Revenues, [the senior lien position of the Bonds to the Statutory Pass -Through Amounts.] (i) Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the 2017A Bonds and tax-exempt Parity Debt will not be adversely affected for federal income tax purposes, the Successor Agency covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (i) Rebate Requirement. The Successor Agency 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, as applicable to the 2017A Bonds and any tax-exempt Parity Debt. In the event that the Successor Agency shall determine that any amounts are due and payable to the United States of America hereunder and that the Trustee has on deposit an amount of available moneys (excluding moneys on deposit in the Interest Account, the Principal Account, the Sinking Account and excluding any other moneys required to pay the principal of or interest or redemption premium, if any, on the Bonds) to make such payment, the Successor Agency shall promptly pay from available Tax Revenues or any other source of legally available funds the sum of (a) one hundred percent (100%) of the amounts determined to be due and payable to the United States of America as a result of the investment of amounts on deposit in any fund or account established hereunder, plus (b) all other amounts due and payable to the United States of America. (ii) Private Business Use Limitation. The Successor Agency shall assure that the proceeds of the 2017A Bonds are not used in a manner which would cause the 2017A Bonds to become "private activity bonds" within the meaning of section 141(a) of the Code. (iii) Private Loan Limitation. The Successor Agency shall assure that no more than five percent (5%) of the net proceeds of the 2017A Bonds are used, directly or -31- indirectly, to make or finance a loan (other than loans constituting nonpurpose obligations as defined in the Code or constituting assessments) to persons other than state or local government units. (iv) Federal Guarantee Prohibition. The Successor Agency 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 2017A Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. (v) No Arbitrage. The Successor Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the 2017A Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date of the Bonds, would have caused the 2017A Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code. (j) Further Assurances. The Successor Agency covenants and agrees to 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 Indenture, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Indenture. (k) Compliance with Dissolution Act. The Successor Agency covenants that it will comply with the requirements of the Dissolution Act necessary so as to not materially adversely affect the payment of and security for the Bonds. (1) Processing ROPs. The Successor Agency covenants and agrees that it will take all actions required under the Dissolution Act to include in Recognized Obligation Payment Schedules for each ROPS Period scheduled debt service on the Bonds and any Parity Debt (including, without limitation, any mandatory redemption payments), as well as any amount required to replenish the Reserve Account of the Debt Service Fund or to pay any amounts owing to the Municipal Bond Insurer, all so as to enable the County's Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund to the Redevelopment Obligation Retirement Fund on each RPTTF Distribution Date amounts required for the Successor Agency to pay principal of, and interest on, the Bonds and any Parity Debt, and any amounts owing to the Municipal Bond Insurer coming due in the respective ROPS Payment Period corresponding to such RPTTF Distribution Date pursuant to the Dissolution Act (including but not limited to Section 34177 therein). Without limiting the generality of the foregoing, the Successor Agency additionally covenants and agrees that, not later than February 1, 2018 and each February 1 thereafter (or at such other time as may be required by the Dissolution Act) for so long as any Bonds or any Parity Debt remain outstanding, the Successor Agency will submit to the California Department of Finance and to the County's Auditor -Controller an Oversight Board -approved ROPS that provides for the distribution of the following amounts (but only to the extent that other amounts on deposit in the Redevelopment Property Tax Trust Fund or the Redevelopment Obligation Retirement Fund reserved for payment of debt service on the Bonds or any Parity Debt or on deposit in the Debt Service Fund or in the debt service fund or similar fund relating to such other Parity Debt are insufficient therefor): [the following is a semi-annual covenant; an annual covenant may be inserted in lieu of this semi-annual one] -32- [(i) for distribution on each June 1: (A) all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding December 15, and (B) fifty percent (50%) of the principal amount coming due and payable on the Bonds and any Parity Debt on the next December 15; and (ii) for distribution on each January 2: (A) all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding June 15, and (B) fifty percent (50%) of the principal amount coming due and payable on the Bonds and any Parity Debt on the next December 15;1 (iii) if the Successor Agency determines it is necessary to ensure timely payment of debt service on the Bonds or any Parity Debt, the Successor Agency may also collect on each January 2 or June 1, as necessary, a reserve to be held for debt service on the Bonds and any Parity Debt on June 15 and December 15 of the next succeeding calendar year; and (iv) any amounts required to replenish the Reserve Account, any other reserve account established under any Parity Debt instrument, and any amounts due and owing to the Municipal Bond Insurer. In addition, the Successor Agency covenants that, if the amount of Tax Revenues expected to be available with respect to a ROPS Payment Period will be insufficient to pay required debt service on the outstanding 2017B Bonds, the Bonds and any Parity Debt and all other required amounts payable from the Redevelopment Obligation Retirement Fund during such ROPS Payment Period, it shall, on or before the May 1 or December 1, as applicable, preceding such ROPS Payment Period (or such other date as otherwise may be specified in the Dissolution Act), file a Notice of Insufficiency with the County Auditor -Controller in accordance with the Dissolution Act (including, but not limited to, paragraph (b) of Section 34183 therein). In the event the Successor Agency fails to provide a ROPS to the Oversight Board for approval, or provide the State Department of Finance with an Oversight Board -approved ROPS, by the statutory deadlines relating to the Bonds for any period, the Successor Agency designates the Municipal Bond Insurer as its attorney in fact with the power to make such a request relating to the Bonds. The Successor Agency agrees to amend any ROPS filing for any period during which amounts owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy are not included on such ROPS, to the extent possible under the Dissolution Act. The Successor Agency will not, without the prior written consent of the Municipal Bond Insurer, approve or submit for approval by the Oversight Board or the State Department of Finance the final amendment permitted for any Last and Final ROPS. (m) Dissolution Act Invalid; Maintenance of Tax Revenues. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final -33- judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent become applicable to the Bonds, the Successor Agency shall comply with all requirements of the Law or the equivalent to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and, in the case of amounts payable by the State, appropriate officials of the State. (n) Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.01(n). -34- ARTICLE VI THE TRUSTEE Section 6.01. Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a reasonable person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Successor Agency may remove the Trustee at any time and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 6.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall immediately appoint a successor Trustee by an instrument in writing. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title -35- and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners at their respective addresses shown on the Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Successor Agency. (e) Any Trustee appointed under the provisions of this Section 6.01 in succession to the Trustee shall be a financial institution having a corporate trust office in the State, having (or in the case of a corporation, national banking association or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such financial institution 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 purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 6.01. Section 6.02. Merger or Consolidation. Any bank, national banking association, corporation or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank, national banking association, corporation or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, corporation or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association, corporation or trust company shall be eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.03. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect -36- the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made by a responsible employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or intentional misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory duty. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency's certificates to establish the Successor Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Debt Service Fund and the investment and application of moneys (other than its covenants to transfer such moneys to the Trustee when due hereunder). The Trustee shall have no liability or obligation to the Bond Owners with respect to the payment of debt service by the Successor Agency or with respect to the observance or performance by the Successor Agency to the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise. No provision of this Indenture shall require the Trustee 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 Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and shall be entitled to opinion and advice of counsel concerning all matters of trust and its duties hereunder. -37- The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. Before taking any action under Article VIII or this Article at the written request of a majority of the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee shall not be accountable for the use or application by the Successor Agency or any other party of any funds which the Trustee has released in accordance with the terms of this Indenture. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees, agents and attorneys. Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Article VI. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. Section 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, opinion or other paper or document believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, 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 the Trustee hereunder in accordance therewith. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee 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 be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee may conclusively rely on any certificate or Report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency. -38- The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee 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 Successor Agency elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee acts upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Section 6.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession as provided in Section 6.08 hereof and shall be subject at all reasonable times upon reasonable notice to the inspection of the Successor Agency and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions. Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal from the Trustee approved by the Successor Agency and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in- house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel). The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless from and against any loss, expense and liabilities, including legal fees and expenses, which it may incur arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture. Section 6.07. Deposit and Investment of Moneys in Funds. Subject to the provisions of Article V hereof, all moneys held by the Trustee in the Debt Service Fund, Costs of Issuance Fund or the Redemption Account, shall, at the written direction of the Successor Agency, be invested only in Permitted Investments. If the Trustee receives no written directions from the Successor Agency as to the investment of moneys held in any fund or account, the Trustee shall request such written direction from the Successor Agency and, pending receipt of instructions, shall invest such moneys solely in Permitted Investments described in subsection (d) of the -39- definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written direction from the Successor Agency specifying a specific money market fund and, if no such written direction is so received, the Trustee shall hold such moneys uninvested. (a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the Successor Agency only in obligations permitted by the Law which will by their terms mature not later than the date the Successor Agency estimates the moneys represented by the particular investment will be needed for withdrawal from the Redevelopment Obligation Retirement Fund. (b) Moneys in the Interest Account, the Principal Account, the Sinking Account and the Redemption Account of the Debt Service Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that before each interest and principal payment date, there will be in such account, from matured obligations and other moneys already in such account, cash equal to the interest and principal payable on such payment date. (c) Moneys in the Reserve Account shall be invested in (i) obligations which will by their terms mature on or before the date of the final maturity of the Bonds or five (5) years from the date of investment, whichever is earlier or (ii) an investment agreement which permits withdrawals or deposits without penalty at such time as such moneys will be needed or in order to replenish the Reserve Account. Obligations purchased as an investment of moneys in any of the funds or accounts shall be deemed at all times to be a part of such respective Fund or Account and the interest accruing thereon and any gain realized from an investment shall be credited to such Fund or Account and any loss resulting from any authorized investment shall be charged to such Fund or Account without liability to the Trustee. The Successor Agency or the Trustee, as the case may be, shall sell or present for redemption any obligation purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or Account as required by this Indenture and shall incur no liability for any loss realized upon such a sale. All interest earnings received on any monies invested in the Interest Account, the Principal Account, the Sinking Account, the Redemption Account or the Reserve Account, to the extent they exceed the amount required to be in such Account, shall be transferred on each Interest Payment Date to the Debt Service Fund. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 6.07. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 6.07 hereof. The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency, at least monthly, cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. The value of Permitted Investments shall be determined as follows: (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such -40- investments so published on or most recently prior to such time of determination; (ii) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Successor Agency in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (iii) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (iv) as to any investment not specified above: the value thereof established by prior agreement between the Successor Agency and the Trustee. If more than one provision of this definition of "value" shall apply at any time to any particular investment, the value thereof at such time shall be determined in accordance with the provision establishing the lowest value for such investment; provided, notwithstanding the foregoing, in making any valuations hereunder, the Trustee may utilize and conclusively rely upon such pricing services as may be regularly available to it, including, without limitation, those within its regular accounting system. Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, at least monthly, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture and which include detail for all investment transactions effected by the Trustee or brokers selected by the Successor Agency. Upon the Successor Agency's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Successor Agency further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee shall maintain and store such records for a period of one year after the stated maturity of the Bonds. Section 6.09. Appointment of Co -Trustee or Agent. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate trustee or co -trustee. The following provisions of this Section 6.09 are adopted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co -trustee but only to the extent necessary to enable such separate or co- -41- trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them; provided, however, in no event shall the Trustee be responsible or liable for the acts or omissions of any co -trustee. Should any instrument in writing from the Successor Agency be required by the separate trustee or co -trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Successor Agency. In case any separate trustee or co -trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co -trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co -trustee. Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Successor Agency. -42- ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01. Amendment. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without the consent of any Owners, 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 Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to provide for the issuance of Parity Debt in accordance with Section 3.05; or (d) to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of nationally recognized bond counsel. Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In addition, the Trustee shall be provided an opinion of counsel concerning the Supplemental Indenture's lack of any material adverse effect on the Owners and that all conditions precedent for any supplement or amendment have been satisfied. The Municipal Bond Insurer shall have the right to consent to amendments and supplements to this Indenture as provided in Article X hereof. Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. -43- Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any amendment or modification hereof pursuant to this Article VII, the Successor Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency, the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office, without cost to such Owners. Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and the Municipal Bond Insurer consents thereto. -44- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal or sinking fund payment of or interest or redemption premium (if any) on any Bond or any Parity Debt when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of sixty (60) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such 60 day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such 60 day period and the Successor Agency thereafter diligently and in good faith cures such failure within 120 days; or (c) if the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property. Section 8.02. Remedies of Bondowners. Any Bondowner shall have the right, for the equal benefit and protection of all Bondowners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the Successor Agency and its Board members, officers, agents or employees to perform each and every term, provision and covenant contained in this Indenture and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Successor Agency and the fulfillment of all duties imposed upon it; (b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondowners' rights; or (c) upon the happening of any Event of Default, by suit, action or proceeding in any court of competent jurisdiction, to require the Successor Agency and its Board members and employees to account as if it and they were the trustees of an express trust. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondowner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Bondowner thereof, or to -45- authorize the Trustee to vote in respect of the claim of any Bondowner in any such proceeding without the approval of the Bondowners so affected. Section 8.03. Application of Funds . All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of, and during the continuation of, an Event of Default, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees, expenses of the Trustee; Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest; and Third, to pay amounts owed the Municipal Bond Insurer in connection with the Municipal Bond Insurance Policy and the Reserve Policy. Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made Written Request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such Written Request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section 8.04 or any other provision of this Indenture. -46- Section 8.05. Non -Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06. Actions by Trustee as Attorney -in -Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds or Parity Debt shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel). Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. The exercise of remedies hereunder shall be subject to the rights of the Municipal Bond Insurer under Article IX hereof. Section 8.08. Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Successor Agency, the Trustee, the Municipal Bond Insurer, their officers, employees and agents, and the Owners any right, remedy or claim under or by reason of this Indenture, or any covenant, condition or stipulation of this Indenture, and all covenants, stipulations, promises and agreements in this Indenture shall be for the sole and exclusive benefit of the Successor Agency, the Trustee, their officers, employees and agents, and the Owners. -47- ARTICLE IX PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND INSURANCE POLICY Section 9.01. Provisions Relating to the Municipal Bond Insurer and the Municipal Bond Insurance Policy. [to come] -48- ARTICLE X MISCELLANEOUS Section 10.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Municipal Bond Insurer and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, the Municipal Bond Insurer and the Owners. Section 10.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee 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 Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 10.03. Discharge of Indenture. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof 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 premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee or an escrow agent, in trust or in escrow, as applicable, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, or; (c) by irrevocably depositing with the Trustee or an escrow agent, in trust or in escrow, as applicable, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion of (including all principal, interest and redemption premiums) at or before maturity; and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts -49- so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due to the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency. Section 10.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner 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. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proven by the Registration 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 Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate. Section 10.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Successor Agency shall specify to the Trustee those Bonds disqualified pursuant to this Section 10.05. Section 10.06. Waiver of Personal Liability. No member of the governing board, officer, agent or employee of the Successor Agency 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 member, officer, agent or employee from the performance of any official duty provided by law. Section 10.07. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or canceled pursuant -50- to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. Section 10.08. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class, registered or certified mail, postage prepaid, or sent by overnight mail, courier, fax or other electronic transmission, addressed as follows: If to the Successor Agency: Successor Agency to the Temecula Redevelopment Agency c/o City of Temecula 41000 Main Street Temecula, CA 92590 Attn: Director of Finance If to the Trustee: U.S. Bank National Association 633 W. Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: If to the Municipal Bond Insurer: The Successor Agency and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Notices to the Municipal Bond Insurer shall be provided as required by Sections 9.01(), () and (). Section 10.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture 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 Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency 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 Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 10.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years -51- after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) on of such Bonds. Section 10.11. Execution in Counterparts. This Indenture 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 10.12. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State applicable to covenants made and performed in the State. [Remainder of page intentionally left blank] -52- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. ATTEST By: Secretary to the Successor Agency Approved as to form: By: Successor Agency General Counsel 19139.01:114756 S-1 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer NUMBER R - EXHIBIT A FORM OF 2017A BOND United States of America State of California County of Riverside SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BOND, SERIES 2017A INTEREST RATE MATURITY DATE DATED DATE CUSIP December 15, 2017 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under and by virtue of the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Registered Owner"), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the first (1st) day of the month during which an Interest Payment Date occurs (the "Record Date"), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before June 1, 2018, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on each June 15 and December 15, commencing June 15, 2018 (each an "Interest Payment Date"), calculated on the basis of 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the Indenture) of U.S. Bank National Association, as trustee (the "Trustee"), or at such other place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered A-1 owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose on or before the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A" (the "Bonds"), of an aggregate principal amount of million hundred thousand dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of section 34177.5 of the California Health and Safety Code and section 53580 et seq. of the California Government Code and pursuant to a resolution of the Successor Agency adopted on September 5, 2017, a resolution of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, adopted on September 13, 2017, and an Indenture of Trust, dated as of 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. The Indenture provides for the issuance of 2017B Bonds (as defined in the Indenture) that are secured under the Indenture on a parity with the Bonds. Additional bonds or other obligations (referred to in the Indenture as "Parity Debt") may be issued on a parity with the Bonds and the 2017B Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Redevelopment Law") for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are being issued for the purpose of (a) providing funds to the Successor Agency to refund certain outstanding bonds issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as identified in the Indenture, (b) paying a portion of the cost of a reserve fund insurance policy for the Bonds and the 2017B Bonds, and (c) paying a portion of the costs of issuing the Bonds and the 2017B Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of, security interest in and lien on the Tax Revenues being the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the California Health and Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. There has been created and will be maintained by the Successor Agency, the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to the Trustee for payment of the principal of and the interest and redemption premium, if any, on A-2 the Bonds, the 2017B Bonds and any future Parity Debt when due. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Redevelopment Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, the 2017B Bonds and any future Parity Debt. In addition, the Bonds, the 2017B Bonds and any future Parity Debt are additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account (as such terms are defined in the Indenture). The Bonds and the 2017B Bonds (and not any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account (as defined in the Indenture). Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. The Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, , and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, , and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount A-3 As provided in the Indenture, notice of redemption shall be given no less than twenty (20) (or such other minimum number of days as required by the Indenture) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. Notices of optional redemption may be conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Trustee 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 Indenture. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bonds selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. This Bond is not a debt of the City of Temecula, the State of California, or any of its political subdivisions (other than the Successor Agency to the limited extent set forth in the Indenture), and neither said City nor said State or any political subdivision thereof (other than the Successor Agency to the limited extent set forth in the Indenture) is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. A-4 It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Redevelopment Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this certificate is presented by an authorized representative of The Depository Trust Company; a New York corporation ("DTC"), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. A-5 IN WITNESS WHEREOF, the Successor Agency to the Temecula Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chair and attested by the facsimile signature of its Secretary, all as of Dated Date stated above. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Chair ATTEST: By: Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory A-6 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad -15. A-7 NOTICE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. STATEMENT OF INSURANCE [to come] A-8 NUMBER R - EXHIBIT B FORM OF 2017B BOND United States of America State of California County of Riverside SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BOND, SERIES 2017B INTEREST RATE MATURITY DATE DATED DATE CUSIP December 15, 2017 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under and by virtue of the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Registered Owner"), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the first (1st) day of the month during which an Interest Payment Date occurs (the "Record Date"), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before June 1, 2018, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on each June 15 and December 15, commencing June 15, 2018 (each an "Interest Payment Date"), calculated on the basis of 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the Indenture) of U.S. Bank National Association, as trustee (the "Trustee"), or at such other place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered B-1 owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose on or before the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B" (the "Bonds"), of an aggregate principal amount of million hundred thousand dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of section 34177.5 of the California Health and Safety Code and section 53580 et seq. of the California Government Code and pursuant to a resolution of the Successor Agency adopted on September 5, 2017, a resolution of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, adopted on September 13, 2017, and an Indenture of Trust, dated as of 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. The Indenture provides for the issuance of 2017B Bonds (as defined in the Indenture) that are secured under the Indenture on a parity with the Bonds. Additional bonds or other obligations (referred to in the Indenture as "Parity Debt") may be issued on a parity with the Bonds and the 2017A Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Redevelopment Law") for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are being issued for the purpose of (a) providing funds to the Successor Agency to refund certain outstanding bonds issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as identified in the Indenture, (b) paying a portion of the cost of a reserve fund insurance policy for the Bonds and the 2017A Bonds, and (c) paying a portion of the costs of issuing the Bonds and the 2017A Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of, security interest in and lien on the Tax Revenues being the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the California Health and Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. There has been created and will be maintained by the Successor Agency, the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to B-2 the Trustee for payment of the principal of and the interest and redemption premium, if any, on the Bonds, the 2017A Bonds and any future Parity Debt when due. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Redevelopment Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, the 2017A Bonds and any future Parity Debt. In addition, the Bonds, the 2017A Bonds and any future Parity Debt are additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account (as such terms are defined in the Indenture). The Bonds and the 2017A Bonds (and not any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account (as defined in the Indenture). Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. The Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount B-3 As provided in the Indenture, notice of redemption shall be given no less than twenty (20) (or such other minimum number of days as required by the Indenture) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. Notices of optional redemption may be conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Trustee 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 Indenture. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bonds selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. This Bond is not a debt of the City of Temecula, the State of California, or any of its political subdivisions (other than the Successor Agency to the limited extent set forth in the Indenture), and neither said City nor said State or any political subdivision thereof (other than the Successor Agency to the limited extent set forth in the Indenture) is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. B-4 It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Redevelopment Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this certificate is presented by an authorized representative of The Depository Trust Company; a New York corporation ("DTC"), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. B-5 IN WITNESS WHEREOF, the Successor Agency to the Temecula Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chair and attested by the facsimile signature of its Secretary, all as of Dated Date stated above. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Chair ATTEST: By: Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory B-6 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad -15. B-7 NOTICE: 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. STATEMENT OF INSURANCE [to come] B-8 Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds 19139.01:114737/2002 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2002 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"); WHEREAS, the 2002 Bonds were issued pursuant to an indenture of trust, dated as of April 1, 2002 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 2.03(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2002 Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2002 Bonds, and (b) the redemption of the outstanding 2002 Bonds on 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2002 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2002 Bonds, said escrow to be designated the 2002 Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2002 Bonds, to secure the payment of the Redemption Price of the 2002 Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2002 Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) 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 Escrow 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 , 2017, 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 2002 Bonds on the Redemption Date at the Redemption Price. -2- (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2002 Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2002 Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2002 Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2002 Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2002 Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2002 Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2002 Bonds and National Public Finance Guarantee, successor to MBIA Insurance Corporation (the "Bond Insurer") shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and without the consent of the Bond Insurer, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2002 Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2002 Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Bond Insurer as Third Party Beneficiary. The Bond Insurer is an intended third party beneficiary of this Escrow Agreement, and is entitled to enforce the provisions of this Escrow Agreement. Section 15. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114737/2002 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2002 BONDS Payment Called Date Principal Interest Total Payment , 2017 $21,185,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2018 $ 685,000 100% 4.900% 87970F BP3 August 1, 2019 720,000 100 5.000 87970F BQ1 August 1, 2020 755,000 100 5.000 87970F BR9 August 1, 2027 6,485,000 100 5.125 87970F AW9 August 1, 2036 12,540,000 100 5.250 87970F AX7 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called conditionally for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/ Final Redemption, and pursuant to the provisions of Section 2.03(a) of the Indenture of Trust, dated as of April 1, 2002 (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/ Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full / Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Subject to the foregoing, 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. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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 Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Payment of principal will be made upon presentation on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, 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: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 685,000 87970F BP3 August 1, 2019 720,000 87970F BQ1 August 1, 2020 755,000 87970F BR9 August 1, 2027 6,485,000 87970F AW9 August 1, 2036 12,540,000 87970F AX7 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, described above (the "Bonds"), that pursuant to the indenture of trust authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A 19139.01:114742 / 2006A ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2006A Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"); WHEREAS, the 2006A Bonds were issued pursuant to an indenture of trust, dated as of April 1, 2002, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2006 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2006A Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2006A Bonds, and (b) the redemption of the outstanding 2006A Bonds on , 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2006A Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2006A Bonds, said escrow to be designated the 2006A Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2006A Bonds, to secure the payment of the Redemption Price of the 2006A Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2006A Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) 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 Escrow 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 , 2017, 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 2006A Bonds on the Redemption Date at the Redemption Price. -2- (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2006A Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2006A Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2006A Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2006A Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2006A Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2006A Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2006A Bonds and National Public Finance Guarantee, successor to MBIA Insurance Corporation (the "Bond Insurer") shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and without the consent of the Bond Insurer, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2006A Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2006A Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Bond Insurer as Third Party Beneficiary. The Bond Insurer is an intended third party beneficiary of this Escrow Agreement, and is entitled to enforce the provisions of this Escrow Agreement. Section 15. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14742/2006A SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2006A BONDS Payment Called Date Principal Interest Total Payment , 2017 $14,965,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2018 $ 350,000 100% 4.000% 87970F CD9 August 1, 2019 360,000 100 4.000 87970F CE7 August 1, 2020 375,000 100 4.000 87970F CF4 August 1, 2021 390,000 100 4.000 87970F CG2 August 1, 2022 405,000 100 4.100 87970F CHO August 1, 2023 425,000 100 4.125 87970F CJ6 August 1, 2024 440,000 100 4.200 87970F CK3 August 1, 2025 460,000 100 4.200 87970F DCO August 1, 2030 2,600,000 100 4.250 87970F DD8 August 1, 2036 3,945,000 100 4.500 87970F CL1 August 1, 2038 5,215,000 100 4.500 87970F CM9 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has conditionally called for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/Final Redemption, and pursuant to the provisions of Section 10.04(a) of the Indenture of Trust, dated as April 1, 2002 (as amended, the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full /Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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 Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Subject to the foregoing, 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 on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, 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: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 350,000 87970F CD9 August 1, 2019 360,000 87970F CE7 August 1, 2020 375,000 87970F CF4 August 1, 2021 390,000 87970F CG2 August 1, 2022 405,000 87970F CHO August 1, 2023 425,000 87970F CJ6 August 1, 2024 440,000 87970F CK3 August 1, 2025 460,000 87970F DCO August 1, 2030 2,600,000 87970F DD8 August 1, 2036 3,945,000 87970F CLI August 1, 2038 5,215,000 87970F CM9 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) 19139.01:114743 /2006B ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2006B Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"); WHEREAS, the 2006B Bonds were issued pursuant to an indenture of trust, dated as of December 1, 2006 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 2.03(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2006B Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2006B Bonds, and (b) the redemption of the outstanding 2006B Bonds on , 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2006B Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2006B Bonds, said escrow to be designated the 2006B Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2006B Bonds, to secure the payment of the Redemption Price of the 2006B Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2006B Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) 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 Escrow 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 , 2017, 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 2006B Bonds on the Redemption Date at the Redemption Price. -2- (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2006B Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2006B Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2006B Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2006B Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2006B Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2006B Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2006B Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2006B Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2006B Bonds or the 2017 Bonds to become subject to federal income taxation. Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or -5- unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14743/2006B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2006B BONDS Payment Called Date Principal Interest Total Payment , 2017 $2,630,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) December 15, 2017 $ 70,000 100% 4.60% 87970F CV9 December 15, 2018 75,000 100 4.65 87970F CW7 December 15, 2019 75,000 100 4.70 87970F CX5 December 15, 2020 80,000 100 4.75 87970F CY3 December 15, 2021 85,000 100 4.80 87970F CZO December 15, 2022 90,000 100 4.85 87970F DE6 December 15, 2026 390,000 100 5.00 87970F DA4 December 15, 2038 1,765,000 100 5.00 87970F DB2 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has conditionally called for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/Final Redemption, and pursuant to the provisions of Section 2.03(a) of the Indenture of Trust, dated as of December 1, 2006 (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/ Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full/Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Subject to the foregoing, 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. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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 Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Payment of principal will be made upon presentation on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, 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: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 12006 Tax Allocation Bonds, Series B (Subordinate Lien) Maturity Amount CUSIP Date Defeased Number* December 15, 2017 December 15, 2018 December 15, 2019 December 15, 2020 December 15, 2021 December 15, 2022 December 15, 2026 December 15, 2038 $ 70,000 75,000 75,000 80,000 85,000 90,000 390,000 1,765,000 87970F CV9 87970F CW7 87970F CX5 87970F CY3 87970F CZO 87970F DE6 87970F DA4 87970F DB2 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), described above (the "Bonds"), that pursuant to the indenture of trust authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) 19139.01:114744/2007 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2007 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"); WHEREAS, the 2007 Bonds were issued pursuant to an indenture of trust, dated as of December 1, 2006, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2007 Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2007 Bonds, (b) the payment of the debt service on the 2007 Bonds on December 15, 2017, and (c) the redemption of the outstanding 2007 Bonds maturing on and after December 15, 2018 on December 15, 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance, payment and redemption, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2007 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2007 Bonds, said escrow to be designated the 2007 Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2007 Bonds, to secure the payment of the Redemption Price of the 2007 Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance, payment and redemption of the 2007 Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) 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 Escrow 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 , 2017, 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 payment of the debt service due on the 2007 Bonds on December 15, 2017, and the redemption -2- of the outstanding 2007 Bonds maturing on and after December 15, 2018 on the Redemption Date at the Redemption Price. (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2007 Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2007 Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of notice of redemption of the 2007 Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2007 Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2007 Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such -4- electronic methods to submit instructions and directions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2007 Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2007 Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2007 Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114744/2007 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2007 BONDS Payment Called Date Principal Interest Total Payment December 15, 2017 $13,820,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) December 15, 2017 $ 260,000 100% 4.800% 87970F DN6 December 15, 2018 270,000 100 4.850 87970F DP1 December 15, 2019 285,000 100 5.000 87970F DQ9 December 15, 2020 300,000 100 5.000 87970F DR7 December 15, 2021 310,000 100 5.000 87970F DS5 December 15, 2022 330,000 100 5.000 87970F DT3 December 15, 2023 350,000 100 5.125 87970F DX4 December 15, 2024 370,000 100 5.125 87970F DY2 December 15, 2025 380,000 100 5.250 87970F DZ9 December 15, 2029 1,750,000 100 5.375 87970F DUO December 15, 2038 5,615,000 100 5.500 87970F DV8 December 15, 2038 85,000 100 5.625 87970F December 15, 2038 3,515,000 100 5.625 87970F NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on December 15, 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for 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 on and after December 15, 2017, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. (1) (2) Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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. Exhibit B Page 1 If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, 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: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) Maturity Amount CUSIP Date Defeased Number* December 15, 2017 $ 260,000 87970F DN6 December 15, 2018 270,000 87970F DP1 December 15, 2019 285,000 87970F DQ9 December 15, 2020 300,000 87970F DR7 December 15, 2021 310,000 87970F DS5 December 15, 2022 330,000 87970F DT3 December 15, 2023 350,000 87970F DX4 December 15, 2024 370,000 87970F DY2 December 15, 2025 380,000 87970F DZ9 December 15, 2029 1,750,000 87970F DUO December 15, 2038 5,615,000 87970F DV8 December 15, 2038 85,000 87970F December 15, 2038 3,515,000 87970F NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on December 15, 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) 19139.01:114745 /2010B ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2010B Bonds and 2017 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"); WHEREAS, the 2010B Bonds were issued pursuant to an indenture of trust, dated as of March 1, 2010 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Section 2.03(a)(ii) of the Prior Indenture allows for the optional redemption of the outstanding 2010B Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the payment of the scheduled debt service on the 2010B Bonds to and including August 1, 2020, and (b) the redemption of the outstanding 2010B Bonds that mature on and after August 1, 2021 on August 1, 2020 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such payment and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of the debt service on the 2010B Bonds to and including August 1, 2020, and the redemption of the 2010B Bonds on the Redemption Date that mature on and after August 1, 2021, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2010B Bonds, said escrow to be designated the Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2010B Bonds to secure the payment of the debt service on the 2010B Bonds to and including August 1, 2020 and the Redemption Price of the 2010B Bonds maturing on and after August 1, 2021 due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the payment of the debt service on the 2010B Bonds and the redemption of the 2010B Bonds maturing on and after August 1, 2021 in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Federal Securities (as defined in the Prior Indenture) described in Exhibit C 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 Escrow 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 , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such -2- times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the payment of the debt service on the 2010B Bonds to and including August 1, 2020, and the redemption of the outstanding 2010B Bonds maturing on and after August 1, 2021 on the Redemption Date at the Redemption Price. (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of paying the debt service on the 2010B Bonds to and including August 1, 2020, and of redeeming the 2010B Bonds maturing on and after August 1 2021 on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. To that end, the Escrow Bank is hereby directed to remit to the owners of the 2010B Bonds the scheduled debt service thereon to and including August 1, 2020, and, on August 1, 2020, the Redemption Price of the 2010B Bonds, all as set forth in Exhibit A. (b) Following the redemption of such 2010B Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2010B Bonds in the form of defeasance notice attached hereto as Exhibit D. (d) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of notice of redemption of the 2010B Bonds maturing on and after August 1, 2021 on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. (a) All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2010B Bonds are incorporated in this Escrow Agreement as if set forth in full herein. -3- (b) The provisions of the 2017 Indenture relating to the limitations from liability and protections afforded to the 2017 Trustee and the resignation and removal of the 2017 Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar -4- unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any owners of the 2010B Bonds, only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the -5- Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2010B Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2010B Bonds to become subject to federal income taxation. Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Principal Corporate Trust Office (as defined in the 2017 Indenture) as specified by the Escrow Bank as 2017 Trustee in accordance with the provisions of the 2017 Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for in the 2017 Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114745/2010B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 Payment Date February 1, 2018 August 1 , 2018 February 1, 2019 August 1 , 2019 February 1, 2020 August 1 , 2020 EXHIBIT A PAYMENT SCHEDULE FOR THE 2010B BONDS Principal Called Principal $10,875,000 Exhibit A Interest Total Payment EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2021 $ 355,000 100% 7.088% 87970F EL9 August 1, 2022 370,000 100 7.288 87970F EM7 August 1, 2023 390,000 100 7.488 87970F EN5 August 1, 2024 410,000 100 7.588 87970F EPO August 1, 2025 425,000 100 7.688 87970F EQ8 August 1, 2030 2,485,000 100 7.930 87970F ER6 August 1, 2039 6,440,000 100 8.180 87970F ES4 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on August 1, 2020 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for 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 on and after August 1, 2020, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. (1) (2) Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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. Exhibit B Page 1 Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the Redemption Price will be withheld if tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2020 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price Exhibit C EXHIBIT D NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 310,000 87970F EH8 August 1, 2019 325,000 87970F EJ4 August 1, 2020 340,000 87970F EK1 August 1, 2021 355,000 87970F EL9 August 1, 2022 370,000 87970F EM7 August 1, 2023 390,000 87970F EN5 August 1, 2024 410,000 87970F EPO August 1, 2025 425,000 87970F EQ8 August 1, 2030 2,485,000 87970F ER6 August 1, 2039 6,440,000 87970F ES4 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds), described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to pay the debt service on the Bonds to and including August 1, 2020, and to redeem the Bonds maturing on and after August 1, 2021 in full on August 1, 2020, 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A 19139.01:114746 / 2011A ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2011A Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds"); WHEREAS, the 2011A Bonds were issued pursuant to an indenture of trust, dated as of March 1, 2010, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2011A Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2011A Bonds, (b) the payment of the debt service on the 2011A Bonds to and including August 1, 2021, and (c) the redemption of the outstanding 2011A Bonds maturing on and after August 1, 2022 on August 1, 2021 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance, payment and redemption, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- 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. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2011A Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2011A Bonds, said escrow to be designated the 2011A Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2011A Bonds, to secure the payment of the Redemption Price of the 2011A Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance, payment and redemption of the 2011A Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) 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 Escrow 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 , 2017, 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 payment of the debt service on the 2011A Bonds to and including August 1, 2021, and the -2- redemption of the 2011A Bonds maturing on and after August 1, 2022 on the Redemption Date at the Redemption Price. (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. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2011A Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2011A Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of redemption of the 2011A Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2011A Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2011A Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- 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 Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank 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 Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's understanding of such instructions shall be deemed controlling. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such -4- electronic methods to submit instructions and directions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Bank may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2011A Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2011A Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2011A Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank 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 Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14746/2011A SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2011A BONDS Payment Maturing Called Date Principal Principal February 1, 2018 August 1, 2018 $260,000 February 1, 2019 August 1, 2019 280,000 February 1, 2020 August 1, 2020 300,000 February 1, 2021 August 1, 2021 325,000 $14,595,000.00 Exhibit A Interest Total Payment EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2022 $ 355,000 100% 6.000% 87970F FD6 August 1, 2023 385,000 100 6.250 87970F FG9 August 1, 2024 415,000 100 6.375 87970F FH7 August 1, 2025 460,000 100 6.500 87970F FJ3 August 1, 2026 500,000 100 6.500 87970F FKO August 1, 2031 3,265,000 100 6.750 87970F FE4 August 1, 2039 9,215,000 100 7.000 87970F FF1 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on August 1, 2021 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for 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 on and after August 1, 2021, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, 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. Exhibit B Page 1 Under applicable federal law, 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: , 2021 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Maturity Amount CUSIP Date Defeased Number* August 1, 2018 August 1, 2019 August 1, 2020 August 1, 2021 August 1, 2022 August 1, 2023 August 1, 2024 August 1, 2025 August 1, 2026 August 1, 2031 August 1, 2039 $ 260,000 280,000 300,000 325,000 355,000 385,000 415,000 460,000 500,000 3,265,000 9,215,000 87970F EZ8 87970F FA2 87970F FB0 87970F FC8 87970F FD6 87970F FG9 87970F FH7 87970F FJ3 87970F FKO 87970F FE4 87970F FF1 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A, described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency 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 Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to pay the debt service on the Bonds to and including August 1, 2021, and to redeem the Bonds maturing on and after August 1, 2022 in full on August 1, 2021, 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 * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, 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 Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price Exhibit D SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A AND SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B BOND PURCHASE AGREEMENT , 2017 Successor Agency to the Temecula Redevelopment Agency 41000 Main Street Temecula, California 92590 Attention: Executive Director Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter") offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Successor Agency to the Temecula Redevelopment Agency (the "Agency") which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Agreement and its delivery to the Underwriter on or before 4:59 p.m., California time, on the date hereof. All terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture (as such term is defined herein). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Agency's Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds"), at a purchase price equal to $ (being the aggregate principal amount thereof, less an Underwriter's discount of $ and plus a net original issue premium of $ ) and all (but not less than all) of the $ aggregate principal amount of the Agency's Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds" and, together with the Series 2017A Bonds, the "Bonds"), at a purchase price equal to $ (being the aggregate principal amount thereof, less an Underwriter's discount of $ and plus a net original issue premium of $ ). As an accommodation to the Agency, the Underwriter shall pay from the purchase price of the Bonds, by wire transfer, the amount of $ to the Insurer (as such term is defined herein) to pay the premium for the Policy and the Reserve Policy (as such terms are defined herein). Such payment and the other actions contemplated hereby to take place at the time of such payment are herein sometimes called the "Closing." 2. The Bonds and Related Documents. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of an Indenture of Trust, dated as of 1, 2017 (the "Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to Section 34177.5 of the California Health and Safety Code (the "Law") and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act") and a resolution of the Agency adopted on September 5, 2017 (the "Agency Resolution"). The Bonds were approved by the Oversight Board for the Agency by resolution adopted on [ , 2017] (the "Oversight Board Resolution"). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement"). A municipal bond insurance policy (the "Policy") and a debt service reserve insurance policy (the "Reserve Policy") for some or all of the Bonds shall be purchased from (the "Insurer"). The net proceeds of the Series 2017A Bonds will be used to currently refund the following four series of outstanding bonds (collectively, the "Currently Refunded Prior Bonds") issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"): (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), and (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien). (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. The net proceeds of the Series 2017B Bonds will be used to advance refund the following two series of outstanding bonds (collectively, the "Advance Refunded Prior Bonds" and, together with the Currently Refunded Prior Bonds, the "Prior Bonds") issued by the Former Agency: (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) and (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. The Bonds will be secured by a pledge of, and lien on, Tax Revenues (defined in the Indenture). 2 The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, dated as of [ , 2017] (the "Disclosure Certificate") and executed by the Agency, to provide certain annual information and notices of the occurrence of certain enumerated events. A description of the undertaking is set forth in the Preliminary Official Statement (as defined below) and will also be set forth in the Official Statement. The Indenture, the Disclosure Certificate, six Escrow Agreements, each dated as of [ , 2017], by and between the Agency and U.S. Bank National Association, as escrow agent, relating to the Prior Bonds (the "Escrow Agreements"), and this Purchase Agreement are sometimes collectively referred to herein as the "Agency Legal Documents." 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates of the Series 2017A Bonds set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's length commercial transaction between the Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as agent, fiduciary or Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) of the Agency; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); (iv) the Underwriter has financial interests that may differ from and be adverse to those of the Agency; and (v) the Agency has consulted with its own legal and financial advisors to the extent that it has deemed appropriate. (b) The Underwriter agrees to assist the Agency in establishing the issue price of the Series 2017A Bonds and shall execute and deliver to the Agency at Closing (as defined below) an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Agency and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2017A Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Series 2017A Bonds may be taken on behalf of the Agency by the Agency's municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor") and any notice or report to be provided to the Agency may be provided to the Agency's Municipal Advisor. (c) [Except as otherwise set forth in Exhibit A attached hereto,] the Agency will treat the first price at which 10% of each maturity of the Series 2017A Bonds (the "10% test"), identified under the column "10% Test Used" in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within 3 that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of the Series 2017A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Agency the prices at which it sells the unsold Series 2017A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Series 2017A Bonds of that maturity or until all Series 2017A Bonds of that maturity have been sold to the public. (d) [The Underwriter confirms that it has offered the Series 2017A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Series 2017A Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering - price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Series 2017A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2017A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the Issuer when it has sold 10% of that maturity of the Series 2017A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.] (e) The Underwriter acknowledges that sales of any Series 2017A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (i) "public" means any person other than an underwriter or a related party; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2017A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2017A Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2017A Bonds to the public); 4 (iii) a purchaser of any of the Series 2017A Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Purchase Agreement by all parties. 4. Use and Preparation of Documents. The Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Agreement copies of the Preliminary Official Statement dated [ , 2017], relating to the Bonds (the "Preliminary Official Statement"), which was approved by a resolution of the Agency adopted on [ 2017] (the "Agency OS Resolution"). The Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement. The Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing, an electronic version of the Official Statement and a sufficient number of physical copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such Official Statement as have been approved by the Agency and the Underwriter to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (as such term is defined herein). The Agency hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Exhibit B. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. 5. Representations, Warranties and Agreements of the Agency. The Agency hereby represents and warrants to and agrees with the Underwriter as follows: (a) The Agency is a public entity existing under the laws of the State of California, including the Law. (b) The Agency has full legal right, power and authority to enter into the Agency Legal Documents and carry out and consummate the transactions on its part contemplated by the Agency Legal Documents. 5 (c) By all necessary official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved the preparation and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Official Statement and the Agency Legal Documents and the performance by the Agency of all transactions on its part contemplated by the Agency Legal Documents; and as of the Closing the Agency Legal Documents will constitute legal, valid and binding obligations of the Agency, enforceable against the Agency in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. (d) The Agency is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Agency Legal Documents, and compliance with the provisions on the Agency's part contained therein, will not conflict with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the terms of any such constitutional provision, law, regulation or instrument, except as provided by the Indenture and the Escrow Agreements. (e) Except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Agency of its obligations under the Agency Legal Documents have been duly obtained. (f) Between the date of this Purchase Agreement and the date of the Closing, the Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from Tax Revenues, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Agency. (g) To the best knowledge of the officer of the Agency executing this Purchase Agreement, after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency, public board or body, pending with respect to which the Agency has been served with process or threatened against the Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the collection of the Tax Revenues or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting the completeness or accuracy of 6 the Preliminary Official Statement or the Official Statement, or contesting the powers of the Agency, or in any way contesting or challenging the consummation of the transactions contemplated hereby, or which might result in a material adverse change in the financial condition of the Agency or which might materially adversely affect the Tax Revenues of the Agency; nor, to the best knowledge of the Agency, is there any known basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the authorization, execution, delivery or performance by the Agency of the Agency Legal Documents. (h) As of the time of acceptance hereof and as of the date of the Closing, the Agency does not and will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues of the Agency superior to or on a parity with the lien provided for in the Indenture on the Tax Revenues. (i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law. (j) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book -entry -only system, the Insurer or the Reserve Policy). (k) As of the date hereof and at all times subsequent hereto up to and including the date which is 25 days following the End of the Underwriting Period for the Bonds, the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading (except that this representation does not include information relating to The Depository Trust Company, the book -entry -only system, the Insurer or the Reserve Policy). (1) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Agency will cooperate in the preparation of such amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term "End of the Underwriting Period" means the later of such time as: (i) the Agency 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. Notwithstanding the foregoing, unless the Underwriter gives written notice to the contrary, the "End of the Underwriting Period" shall be the date of Closing. 7 (m) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (1) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book -entry -only system), the Insurer or the Reserve Policy. (n) After the Closing, the Agency will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter. (o) Any certificate signed by any officer of the Agency and delivered to the Underwriter shall be deemed a representation by the Agency to the Underwriter as to the statements made therein. (p) The Agency will apply the proceeds from the sale of the Bonds for the purposes specified in the Official Statement. (q) The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Agency is not a bond issuer whose arbitrage certifications may not be relied upon. (r) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (s) The Agency will refrain from taking any action with regard to which the Agency may exercise control that results in the inclusion in gross income for federal income tax purposes of the interest on the Series 2017A Bonds or State of California income tax purposes of the interest on the Bonds. (t) Except as disclosed in the Official Statement, neither the Agency nor the Former Agency has failed to comply in all material respects with any prior continuing disclosure undertaking in regard to Rule 15c2-12 within the previous five years. (u) The Oversight Board has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions on the part of the Agency described in the Official Statement. 8 (v) The Department of Finance of the State (the "Department of Finance") has issued a letter, dated [ , 2017], approving the Oversight Board Resolution. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions on the part of the Agency described in the Official Statement. Except as disclosed in the Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor -Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act. 6. Closing. At 8:00 A.M., California time, on [ , 2017], or on such other date or at such other time as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the terms and conditions hereof, sell and deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Quint & Thimmig LLP, Larkspur, California ("Bond Counsel"), or such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds (with one certificate for each maturity of each series and otherwise in a form suitable for the book -entry system) shall be delivered to the Underwriter in New York, New York, through the book -entry system of The Depository Trust Company ("DTC"). Unless the DTC Fast Automated Securities Transfer ("FAST") is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The Underwriter shall receive copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements thereto as have been approved by the Underwriter as required by Section 4 hereof). (b) The representations and warranties of the Agency contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing, and the statements of the officers and other officials of the Agency made in any certificate or other document furnished pursuant to the provisions hereof are accurate. (c) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Counsel, 9 shall be necessary or appropriate in connection with the transactions on the part of the Agency contemplated hereby. (d) At the time of the Closing, all necessary official action of the Agency relating to the Official Statement and the Agency Legal Documents shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect. (e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) Bond Counsel Opinion. The approving opinion of Bond Counsel to the Agency, dated the date of the Closing and substantially in the form included as Appendix B to the Official Statement. (2) Supplemental Opinion of Bond Counsel. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing, stating that the Underwriter may rely on the opinions of Bond Counsel described in paragraph (1) above as if such opinions were addressed to the Underwriter and to the following effect: (i) this Purchase Agreement has been duly executed and delivered by the Agency and (assuming due authorization, execution and delivery by and validity against the Underwriter) constitutes the valid and binding agreement of the Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles; (ii) the statements contained in the Official Statement under the captions "INTRODUCTION," `REFUNDING PLAN," "THE 2017 BONDS," "SECURITY FOR THE 2017 BONDS," "TAX MATTERS," and in Appendices A and B, are accurate insofar as such statements expressly summarize certain provisions of the Indenture, the Escrow Agreements or the opinion of Bond Counsel; (iii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (iv) the Agency has taken all actions required to defease the Prior Bonds and the Prior Bonds are no longer outstanding under the terms of the indentures of trust, as amended, pursuant to which they were issued. (3) Municipal Advisor Certificate. A certificate, dated the date of Closing, signed by a duly authorized official of the Agency's Municipal Advisor addressed to the Underwriter and the Agency to the effect, that, in connection with its participation in the preparation of the Official Statement and without undertaking any independent investigation and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Official Statement as of the date thereof and the date of the Closing, contains an untrue statement of a material fact or omits 10 to state a material fact required to be stated therein as necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (4) Fiscal Consultant's Certificate. A certificate of HdL Coren & Cone, the Agency's Fiscal Consultant (the "Fiscal Consultant"), dated the date of the Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the Underwriter: (i) certifying as to the accuracy of the Fiscal Consultant's Report set forth in Appendix G to the Official Statement and the information in the Official Statement attributable to the Fiscal Consultant; (ii) consenting to the inclusion of such firm's Fiscal Consultant's Report in the Preliminary Official Statement and the Official Statement; and (iii) stating that, to the best of the Fiscal Consultant's knowledge, but without having conducted any investigation with respect thereto, nothing has come to the Fiscal Consultant's attention between the date of such report and the date of the Closing which would materially alter any of the conclusions set forth in such report. (5) Agency Counsel Opinion. An opinion of the City Attorney, acting as counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter, to the following effect: (i) the Agency is a public body, corporate and politic, duly organized and existing under the laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (ii) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified amended or rescinded since their respective adoption date; (iii) the Agency Legal Documents and the Official Statement have been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iv) to the best of such counsel's knowledge, the execution and delivery of the Agency Legal Documents and the Official Statement and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby: (1) do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound; and (2) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject; (v) to the best of such counsel's knowledge, except as otherwise disclosed in the Official Statement, there is no litigation or proceeding, pending and served upon the Agency, or threatened, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the 11 transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to issue, sell and deliver the Bonds, to enter into the Indenture or to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues; and (vi) based upon such counsel's participation as counsel to the Agency in the preparation of the Official Statement, and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, Agency Counsel has no reason to believe that, as of its date and as of date of Closing, the information in the Official Statement relating to the Agency, the Tax Revenues and the Project Area (as such term is defined in the Indenture) (excluding any financial or statistical data with respect thereto, as to which no opinion is expressed) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (6) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter and the Agency, to the effect that: (i) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture and the Escrow Agreements; (ii) the Indenture and the Escrow Agreements have been duly authorized, executed and delivered by the Trustee and the Indenture and the Escrow Agreements constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles if equitable remedies are sought; and (iii) except as may be required under Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery by the Trustee of the Indenture or the Escrow Agreements, or the consummation of the transactions on the part of the Trustee contemplated by the Indenture and the Escrow Agreements. (7) Agency Certificate. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that: (i) the representations and warranties of the Agency contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; (ii) no event affecting the Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 12 (iii) the Agency is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would have a material adverse impact on the Agency's ability to perform its obligations under the Agency Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument. (8) Trustee's Certificate. A certificate of the Trustee, dated the date of the Closing, signed on behalf of the Trustee by a duly authorized officer of the Trustee, to the effect that: (i) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America; (ii) the Trustee has full power, authority and legal right to comply with the terms of the Indenture and the Escrow Agreements and to perform its obligations stated therein; and (iii) the Indenture and the Escrow Agreements have been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency) constitute legal, valid and binding obligations of the Trustee in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. (9) Documents. Executed copies of the Agency Legal Documents and the Official Statement and a copy of the Preliminary Official Statement. (10) Rating Letter. Letters from Standard & Poor's Global Ratings, a Standard & Poor's Financial Services LLC business ("S&P") to the effect that the Bonds have been assigned an insured rating of " " and an underlying rating of " ," which ratings shall be in effect as of the date of the Closing. (11) Disclosure Letter. A letter of Quint & Thimmig LLP ("Disclosure Counsel"), dated the date of the Closing, addressed to the Underwriter and the Agency, to the effect that, based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of the date of the Closing, the Official Statement (excluding therefrom the reports, financial and statistical data and forecasts therein and the information included in the appendices thereto and information relating to DTC, the Insurer, the Policy and the Reserve Policy, as to which no advice need be expressed) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (12) Agency Resolutions. A copy of the Agency Resolution and the Agency OS Resolution, together with a certificate of the Secretary of the Agency to the effect that 13 the Agency Resolution and the Agency OS Resolution remain in full force and effect, and have not been amended, rescinded or otherwise modified since their respective dates of adoption. (13) Oversight Board Resolution. A copy of the Oversight Board Resolution. (14) Oversight Board Certificate. A certificate of the Secretary of the Oversight Board to the effect that the Oversight Board Resolution remains in full force and effect and has not been amended, rescinded or otherwise modified since its date of adoption. (15) Verification Report. A report, dated the date of the Closing, of Grant Thornton LLP, independent certified public accountants (the "Verification Agent"), to the effect that it has verified the accuracy of the mathematical computations of the adequacy of the deposits in the escrow funds for the Prior Bonds for the full and timely payment of all principal (including premium, if any) and interest due on the Prior Bonds as contemplated by the Escrow Agreements. (16) Policy; Reserve Policy. The executed Policy and the executed Reserve Policy issued by the Insurer. (17) Insurer Certificate. A certificate of the Insurer as to the accuracy of the information in Official Statement relating to the Insurer, the Policy and the Reserve Policy. (18) Insurer Counsel Opinion. An opinion of counsel to the Insurer, dated as of the date of Closing, addressed to the Underwriter and the Agency in form and substance acceptable to the Underwriter, substantially to the effect that: (i) the Insurer has been duly incorporated and is validly existing and in good standing under the laws of the state of its incorporation; and (ii) the Policy and the Reserve Policy constitute the legal, valid and binding obligations of the Insurer enforceable in accordance with their respective terms, subject to enforcement, bankruptcy, insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or affecting creditors' and/or claimants' rights against insurance companies and to general equity principles. (19) DTC Letter of Representations. The executed Blanket Letter of Representations of the Agency. (20) CDIAC Forms. A report of proposed debt issuance, acknowledgement thereof and final report to the California Debt and Investment Advisory Commission with respect to the Bonds. (21) Tax Certificate. A no arbitrage certificate with respect to the Series 2017A Bonds in a form acceptable to Bond Counsel. (22) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. 14 If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, if the Agency shall determine in good faith (and provide written notice to the Underwriter) that legislation has been introduced or proposals made by the Governor of the State which if enacted and effective would impose additional limitations or burdens on the Agency by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriter shall be under no further obligation hereunder; except that Section 9 hereof shall remain in effect in any event. 8. Termination. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Agency if at any time between the date hereof and prior to the Closing: (a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the Bonds; or (c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the 15 issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (f) a general banking moratorium shall have been established by federal or State authorities; or (g) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (h) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (i) the commencement of any action, suit or proceeding described in Section 5(g) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or (j) there shall be in force a general suspension of trading on the New York Stock Exchange. 9. Expenses. The Agency will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to: (a) the cost of the preparation and printing or other reproduction of the Agency Legal Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Fiscal Consultant, counsel to the Agency and any other experts or other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the date of the Closing; (f) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof; (g) the Underwriter's out-of-pocket expenses incurred with the financing; (h) the fees paid to third parties for a continuing disclosure undertaking compliance review, if any; and (i) expenses (included in the costs to be paid from the Underwriter's Discount) incurred on behalf of the City's or the Agency's employees which are incidental to implementing this Purchase Agreement and the rating presentation. 16 The Underwriter will pay the expenses of the preparation of this Purchase Agreement and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds and the fees and disbursements of Underwriter's Counsel. The Underwriter is required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such fees. Notwithstanding the fact that such fees are solely the legal obligation of the Underwriter, the Agency agrees to reimburse the Underwriter for such fees. 10. Notices. Any notice or other communication to be given to the Agency under this Purchase Agreement may be given by delivering the same in writing at the Agency's address set forth above; Attention: Executive Director, and 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, California 94104, Attention: Sara Brown. 11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Agency and the Underwriter and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Agency contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement. 12. Effectiveness and Counterpart Signatures. This Purchase Agreement shall become effective upon the execution of the acceptance by an authorized officer of the Agency and shall be valid and enforceable at the time of such acceptance and approval. This Purchase Agreement may be executed by the parties hereto by facsimile transmission and in separate counterparts, each of which when so executed and delivered (including delivery by facsimile transmission) shall be an original, but all such counterparts shall together constitute but one and the same instrument. 13. Headings. The headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. 17 14. Governing Law. This Purchase Agreement shall be construed in accordance with the laws of the State. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Its: Authorized Officer Accepted as of p.m.: SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Executive Director 18 EXHIBIT A MATURITY SCHEDULE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A Maturity Date Principal Initial Offering (December 15) Amount Interest Rate Price Term Bond. c Priced to the first optional redemption date of December 15, 20 at par. 10% Test Used [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.] A-1 Hold the Offering Price Rule Used MATURITY SCHEDULE CONTINUED SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B Maturity Date (December 15) Principal Amount Interest Rate Initial Offering Price Term Bond. Priced to the first optional redemption date of December 15, 20 at par. Optional Redemption. The Series 2017A Bonds maturing on or before December 15, 20 are not subject to optional redemption prior to maturity. The Series 2017A Bonds maturing on and after December 15, 20, are subject to redemption, at the option of the Agency, on any date on or after December 15, 20, as a whole or in part, by such maturities as shall be determined by the Agency (or, in lieu of such determination pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Series 2017A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The Series 2017B Bonds maturing on or before December 15, 20 are not subject to optional redemption prior to maturity. The Series 2017B Bonds maturing on and after December 15, A-2 20, are subject to redemption, at the option of the Agency, on any date on or after December 15, 20, as a whole or in part, by such maturities as shall be determined by the Agency (or, in lieu of such determination pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Series 2017B Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. Mandatory Sinking Account Redemption. The Series 2017A Bonds maturing on December 15, (the " 2017A Term Bonds"), are subject to mandatory redemption from sinking account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017A Term Bonds have been optionally redeemed, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017A Term Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Agency with the Trustee. Sinking Account Redemption Date (December 15) (maturity) 2017A Term Bonds Principal Amount To Be Redeemed The Series 2017B Bonds maturing on December 15, (the " 2017B Term Bonds"), are subject to mandatory redemption from sinking account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017B Term Bonds have been optionally redeemed, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017B Term Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Agency with the Trustee. Sinking Account Redemption Date (December 15) (maturity) 2017B Term Bonds A-3 Principal Amount To Be Redeemed EXHIBIT B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. [Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) Stifel offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, dated , 2017, by and among Stifel and the Successor Agency to the Temecula Redevelopment Agency, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering - price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the - offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) [Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ( , 2017), or (ii) the date on which Stifel has sold at least 10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity.] B-1 (d) Issuer means the Successor Agency to the Temecula Redevelopment Agency. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) [Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2017. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). ] The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038- G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Dated: , 2017 STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Name: B-2 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES] (Attached) B-3 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) B-4 EXHIBIT C SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A AND SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B RULE 15c2-12 CERTIFICATE The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") that the undersigned is a duly appointed and acting officer of the Successor Agency to the Temecula Redevelopment Agency (the "Agency") authorized to execute this Certificate, and further hereby certifies and confirms on behalf of the Agency to the Underwriter as follows: 2017. (1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the above -captioned bonds (the "Bonds"). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated [ , 2017], setting forth information concerning the Bonds and the Agency, as issuer of the Bonds (the "Preliminary Official Statement"). (3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete in all material respects except for the Permitted Omissions. IN WITNESS WHEREOF, I have hereunto set my hand as of the day of * Preliminary, subject to change. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Authorized Officer C-1 CITY COUNCIL PUBLIC HEARING Item No. 16 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Luke Watson, Director of Community Development DATE: September 5, 2017 SUBJECT: Consider the Truax Hotel Project Including a Specific Plan Amendment, a Development Plan Application, and a Minor Exception (Planning Application Nos. PA17-0109, PA16-0270, and PA17-1020) PREPARED BY: Eric Jones, Associate Planner RECOMMENDATION: That the City Council conduct a Public Hearing and: 1. Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES, GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) 2. Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SPECIFIC PLAN NO. 5 (OLD TOWN) TO RELOCATE A PORTION OF THE EXISTING HOTEL OVERLAY FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 1.48 ACRES GENERALLY LOCATED ON THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET AND TAKE ACTIONS RELATED THERETO (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, AND 922-043-025) (PA17-0109) 3. Adopt a resolution entitled: RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN APPLICATION FOR THE TRUAX HOTEL PROJECT TO ALLOW FOR THE CONSTRUCTION OF A SIX -STORY, APPROXIMATELY 175,677 SQUARE FOOT HOTEL GENERALLY LOCATED ALONG THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET, AND A PARKING STRUCTURE TOTALING APPROXIMATELY 86,117 SQUARE FEET AND CONTAINING APPROXIMATELY 2,846 SQUARE FEET OF GROUND FLOOR SPACE (APNS: 922-043-002, 922-043-004, 922-043-018, 922-043- 024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) (PA16-0270) 4. Adopt a resolution entitled RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A MINOR EXCEPTION APPLICATION TO ALLOW FOR AN INCREASE IN BUILDING HEIGHT FOR A PARKING GARAGE IN CONNECTION WITH THE TRUAX HOTEL PROJECT (APNS: 922-044-017, 922-044-020) (PA17-1020) BACKGROUND: The proposed project will allow for the development of a hotel and corresponding parking garage on a 1.81 acre site within Old Town Temecula. Applications include a Specific Plan Amendment to relocate a portion of the Hotel Overlay within the Old Town Specific Plan, a Development Plan to allow for the construction of the 151 room hotel and related parking garage, and a Minor Exception to allow for increased building height for the parking garage. These applications are collectively known as the Truax Hotel ("Project"). Staff presented the Project to the Planning Commission on August 16, 2017, with a recommendation that the Planning Commission recommend City Council approval of the Project subject to the Conditions of Approval and Mitigation measures contained within the Subsequent Environmental Impact Report (SEIR). One public comment letter was received the day of the hearing and there were five public speakers for the project at the hearing. Two speakers were opposed, one speaker was neutral, one speaker was in support. The fifth speaker was an attorney representing a property owner that owns property adjacent to a portion of the existing hotel overlay that is proposed to be relocated. The first opposition speaker stated two primary concerns to the Commission. The first concern was related to building height. The speaker stated that building height was never discussed at the July 17, 2017 Old Town Local Review Board hearing. He also stated that in his opinion the Old Town Specific Plan is being "gutted" to fulfill the needs of individual projects. He indicated that he is not in support of the Specific Plan Amendment to relocate a portion of the Hotel Overlay. The second opposition speaker indicated that she was not in support of another hotel in Temecula. She indicated that a shuttle system should be created that will transport people between existing hotels and Old Town. The speaker also expressed concerns related to waste and traffic that will be generated by the hotel. The neutral speaker represented the Temecula Valley Historical Society. The primary concern of this speaker was with preserving the memory of the Butterfield Square structure. This structure will be demolished once the hotel begins construction. The Commission voted to add a Condition of Approval to the Project requiring the applicant to create a way to commemorate the Butterfield Square building within the hotel. The speaker also indicated that she did not receive a notice about the project when it was submitted. Finally, the property owner attorney reiterated two questions/concerns previously discussed with staff. First is clarifying language regarding the fact that the Old Town Specific Plan Hotel Overlay allows for more than one full service hotel. Staff indicated that the overlay does allow for more than one full service hotel. Second, the attorney requested further clarification regarding a title issue surrounding private ownership of Front Street. Staff was previously made aware of this question and is working with the City Attorney to provide clarification. Commissioner Guerriero expressed two concerns with the project. First, Commissioner Guerriero inquired as to the expected completion date of the parking garage. The applicant indicated that the garage will be completed prior to Certificate of Occupancy. Commissioner Guerriero stated that he would like a Condition of Approval (COA) added to the Project to memorialize that the parking structure must be completed prior to occupancy of the hotel. The Commission voted to add this COA. Second, Commissioner Guerriero wanted to know about the building's height relative to Fire access. Elsa Wigle, Assistant Fire Marshal, indicated that the building height is below the 75 -foot height requirement that triggers high rise standards per the California Fire Code. Therefore, Fire access for the Project as designed meets code requirements. FISCAL IMPACT: None ENVIRONMENTAL: A Draft SEIR concerning he project was prepared in accordance with the provisions of the California Environmental Quality Act (CEQA). The City Council must certify the a Final SEIR for the Project, including Findings of Facts in Support of Findings, a Mitigation Monitoring and reporting Program and Statement of Overriding Considerations for noise impacts related to Greenhouse Gas Emissions and temporary construction noise/vibration. ATTACHMENTS: 1. Plan Reductions 2. City Council Resolution Certifying Subsequent Environmental Impact Report and Adopting Statement of Overriding Considerations Exhibit A - Findings of Facts in Support of Findings Exhibit B — Mitigation Monitoring and Reporting Program Exhibit C — Statement of Overriding Considerations 3. City Council Resolution Specific Plan Amendment Exhibit A — Proposed Specific Plan Amendment 4. City Council Resolution Development Plan Exhibit A — Conditions of Approval 5. City Council Resolution Minor Exception Exhibit A — Conditions of Approval 6. Planning Commission Resolution Recommending Certification of the prepared SEIR 7. Planning Commission Resolution Recommending Approval for a Specific Plan Amendment 8. Planning Commission Resolution Recommending Approval for a Development Plan 9. Planning Commission Resolution Recommending Approval for a Minor Exception 10. Planning Commission Staff Report Dated August 16, 2017 11. Draft SEI R (https://temeculaca.gov/362/Environmental- Review-CEQA) 12. Final SEIR (https://temeculaca.qov/362/Environmental- Review-CEQA) 13. Public Correspondence 14. Notice of Public Hearing TRUAX HOTEL 28690 OLD TOWN FRONT STREET TEMECULA, CA 92590 TRUAX DEVELOPMENT 07- 13- he w.M p.n w PR -T ZOMM DTC LAND I.. Mk .11TOMONT IMMarni 1.400 8 YIDialtln /FCOOMILn.L DAMAN mom. wrftwe ....NrLM Nu SLLMHO AIM Merc w TMERFEDE,S STREET (.."*A 1Fi r1 finalmum kg EOM ' ■®,� II�.,�,r[[■• 24111 OMB ■■� +i.ri. Mel EMI iuI' AU =NOR rocka • Inom !nil" wino= EIN • 'R I \ r ■ IMM 11.1 I"21I_ a SECOND FLOOR ($TREET LEVEL) 204.1.1.M111 OTC LAO DIONM THIRD STREET .14 1122MD-MM P.M*. Mdfoldi w vJ ,�..I ll�11rrfrf 1I`i�It nll�rly..LL! a I[Ilrlilll -_ ���'II3�_�lallll l l `311:Ifl�il�l(III�Iitirl �ilE1l it IPIIIi 4,1I1;il l II� OLD TOWN FRONT STREET OTC LDING INFORMATION CONTACTS SITE ADDRESS N um. .aaal. were d. 17.1300.. mom. small. oow. ▪ ..1u... m.11.w. =omen USE ▪ .wrvu.r TTEx use ▪ .Lm[es PLAN LAND USE: mu mcdcmAd COL G• GNST161CTION. ERR LOAD: AREA: MW W EICAIT: DISTRICT INDEX TO DRAWINGS ARCHITECTURAL. ad.MdT COMICT.�e++' 4i.,• CALMAT., OVOL111 PL. vM.. was _r r GENERAL. GIXTIZA TC% dlIgt MOM., VT imit .T.r .e MM.• MmlZcar�nM .L.. 1.04.4 Iddm MOM MAN Ag▪ ppTEcr. ..u..n1.1.20 MTN MOM MIN • wa.arr.1.a:..m .e.. NOAA NOWMD XL DM MITI MP •TOMIlm. mom DESIGN ARCHITECT: a.e ...qN Iscram. ▪ OLD fax AN or. man .a LANDSCAPE. LANDSCAPE ARCIITTECCT. 10.0ATOM DITETINEM slid NOM u MMOMMO CIVIL ENGINEER: M IMOD =arr. MCI. COMMO PROJECT CALCULATIONS AMA r: 1,471EL SETS CIVIL, nLLL.mu.r a.01. ATEA ANALY6I6: STALLS/ ACCESSIBLE. AREA ANALYSIS: GROSS AREA: NM le. 2,0 LMSL MD LEV. 6114 213 GSA E CAR MmdmmT A Wm ad OM. ROM MCC. RCM. ALM MCC. MIlla FLOM 6,41 MI M. FLOM Mil IA M. TOTAL 115, Ell SF .. ". 25, 661 SF Naw Mme.. rt. lol 550 5F-4 ,.DIEL PAR om suo 'wW T STALL M WALLS A ROM AIAAJ l'6IS ems INS RUMMEL eA MIL nom TYINAL wen NOTES: MM. MONT. OM MOId .17 ALM caML ® ▪ MI mom Lw,. vs., eaan Teel sumo. NO▪ T IMO • MAIMI IMO &MM. Mr MM. MAMA. .rnr e�•a«o... .a.rT �.o... Yme.aaw.zt....M...ewMIMIL ems... ""." DIA MOD NM ® w4mac eS, MOT MD .CPMDCAL on mon ...�s..1.r.. ®•a mo ® PM. .wroL.e.M.FLA. a.. sn:..w.ur,.. cAM 1.11 . OW ma. wow r..Asue :s..w...a1.•mLLu.sn. MTDM•mrod mom mom. • ....e...sDM MAIM. •Waso2 • TO 4.17.1 M RAN p ®,ear.. ® Worm .wOMMICATICM .w c.S.LLS..r.. • C•11 WU. TTAraMOM DM ADO= 1.10.11 PROJECT INOE INFO d SITE PLAN PR -1 FIRST FLOOR PLAN • e fv a"c. oda ti o"nx rz" °v° °n° °CI°rryy�",,a� h ' q t) c4, 6i14 0 BBASEMENT FLOOR PLAN nr..c r.v. ss.nr no� IA Mir.. ¢1.^ A OwYed BASEMENTS FIRST FLOOR PLANS PR -2.0 THIRD FLOOR PLAN ()SECOND LWR PLAN 1•••• 01••••• ww.c iwa x.00mw 07-11 e e..0•. 1000• 0.4.01 SECOND AND THIRD FLOOR PLANS PR -2.1 OFIFTHFLOORPLAN O FOURTH FLOOR PLAN n.MIN3 .snnam ti) +.•a. 9.. w y.a.a FOURTH AND FIFTH FLOOR PLANS PR -2.2 ROOF PLAN Im I SIXTH FLOOR FiX•010 21•117d. I. 1 SIXTH FLOOR AND ROOF PLA PR -2.3 FIE1117.41[101L111111411M Em4+"'_^'.'MMEM�llllllli�n�! -. ui a �a -r . 11 ` •:.ti�4ia- :; .IfIfes. C] II a 0 a WI cy NEO N ELEVATION �IIIINNI�I�I�nVIVVlIIp��:'��P V _-..__^ ;;. s.° -°,: Elhi iliilv EAST ELEVATION OLJ RUTH ELEVATION KEYNOTES: EXTERIOR FINISH El • MN K1.... cx El ..,gym= ...=_--_ ,a,.. • 01.4 Issoseue.e • 01.0 mien aeweea-MEMno..e [7 wuamemm-m®mlea. M.e E ea mamma mum a one. swamp oc.rneeua E • .at_____ yoem ..-coat a .m. moo..owe ecee I ercam.« El RUM WKS, PCMI•I coswane ammo. E • mare ow memo ae.wwwo.ee - oora .us E p • poen two. lour © • <DOCITZIA .vc or rt w. t Da • woe .solemree¢mm-.•201n.a...a.�eu+.wa.....e NOTES: ACLIALINT 41.0L WIN TO GIN. CM ILLITIM,4214 inal101 1..11 RCM AELLIRG MINIS FELATIVI 10 Ile LORST F11.1. e... n...� ..r. siw..K PLIMOCI 27 We x.., Pow. w SO Me HOTEL ELEVATIONS PR -2.4 --: ? 0 (1) T 49 1 T T 1 1, . ..... A .... . _ mum ,,,., .,,.,„0 •,,ii! -, v-.. -,15i • .., 'T 1. 1 el M. i ..,,, i'a -•1 ..J ....--,,, 1 .1.116.0..... 4 _ • • lel ,* rn: _LIE41.. — ..j. To .... - +. .1 1=1 • I gr "4-ij...:' Iturtr-...M-an2' ...- . b— _1=1 • I ii ra . • ii I s 1 t ii• /i/ 4 'OM 7/. • • 147 4, Hil • „ 0 4141 II , . Mi. TO A% - '-.--'• /''," X!..1Fi WW1 Td_ 0 .7 .7 7 .; LUZilir; - --'+------®" iii,iil -m„, .1 ,. 4) :,..„,,..„. ..„...., __.. ... ti MIMI .Th 0 0 TIMID Marl. LEVEL 1 21 140021241 STALLS i LEVEL 4 4,4 66620. 6.1.141.6 01 49 1 T T 1 1, _ . _ .. MI IIMIj 11 4•1, . 1 el M. i -•1 ..J ....--,,, 1 .1.116.0..... • lel ,* rn: - +. .1 •t .._ . _...... __@ 41, i . MI „ IMI. II , . Mi. TO A% - . , !I6 _ .1E Td_ ,,,T, i .7 .7 7 .; .---; - --'+------®" 1 1 4) ti LEVEL 2 014.014a wow) LEVEL 5 46 P#C61 61,41,6 4..T No••• LEVEL 3 0.4010.0. 64.6-1.6 4 LEL 6 6 0.1Sms 1TALL.6 TOTAL PARKING:213 SPACES 444 64. 6.446 16,6 07-11 1,49•1K1 oe-aa. N6616 -- Pm. We PLANS 1-6 rl.1.51-H PR -3.0 01 1 .. MI IIMIj Mt 4•1, . 1 el M. i .1.116.0..... • lel rn: •t 41-E ' MI „ IMI. II , . Mi. TO A% !I6 _ .1E 'a: _._._ 1 1 4) LEVEL 5 46 P#C61 61,41,6 4..T No••• LEVEL 3 0.4010.0. 64.6-1.6 4 LEL 6 6 0.1Sms 1TALL.6 TOTAL PARKING:213 SPACES 444 64. 6.446 16,6 07-11 1,49•1K1 oe-aa. N6616 -- Pm. We PLANS 1-6 rl.1.51-H PR -3.0 11•04111-1 ELEVATION 0NORTH ELEVATICN • TAP ilate 4 w-cr p -92 - AI ne r Cad N. 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WRENS 'WING AND e1110ES TO 5E AIEAWATED WY 111i RYCLOER' a ROAIOIWONT OF CILIUM/ M3GNON THE WO MN AGREES M RDINMM OW5O9RP 0 ALL CO114AL MO = INCLUDING ALL AT IIKOLO 1GL /EINEM THAT ARE POM ON INE MACE MEA TO RE KNMMA ONE ■01 HOER 11KAIWEI NO 0194091101.• a M05VA2p O Lamm )Ra M. Saco 5110 Af0 TO ■ AfO®40) 77107'RP 7 Nwl ON 05 WELDS OWI�/W0 911 5211 L Iwl to OCW7s44.99 111E 40-0095(0 MIMIC )pea. 116 11130 SOME IN * 00a Oft WONT w 40W 75.45, NSW* 57. 000 A,'p.OM7 loft" MAT PAL, s W4NE1W rift Oft +M110 NANO 00114000 YO MOO CIES 5.. 104 swepMlF SIMS 5 FK WW2 0 tM W4K100.5 b M1001N4 p25 All 74097 0.1-955. BCL at IMEEGI w0' WS 1C INSO 4115)11151300 H2C4 PLAT U0 OWO. Mf11ML N M,MKAnO Ose WO: Tuft TO R AMOR* X1111104.1)1[ NOME 1K 590012!24)511 1025) a+01 f Kum. WOft•O 75001 MOB ¢ P0pW0 TR CRMIO! 00 *0 EARA MEXWRI 9EY AOT WM0 OLewl 'M NII11.W WWW 040. O 04040 R! Mac. 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WADI. l� ONYS1T,11 PMV1C COADCC I.4109CAR/10l1 •' 5001 QUER 4040)004 SLR, 0 001010444 ADA 1141+ 770 100017 NAR 011517.11 10' 780 DIEL) PFE G7 71L. 40' PIC LKIR4 NL[ Q W41404 C PVL !IRAN PIE NISTAL.L 04 r CAI 2MPR Q NV ALL 24721' MONS 750010 7 Tau seer W5PO4 bN55AC1 00501 Ed Diftt UOF YY 007054100FWu11.00 13am ON W I S a�ZnESTM I Sw W. L*AL OII 0 W4myDT 4' GLIDER PER DFTAE 00 9E31 0 ca 1,455 40 RR R Mae 0 4' OA 55001 5EAW M4NH0E SCALE 9000019. Y•.p' VERNON NA 099500 91 I MATO W. 1 SIALWARDS ALL MORN SHALL CONFORM TO THE RE001004 5475 0 ME CURRENT FUTON Cr 714E OTTS RO 004051ST STANDARD 04454005 OR PUBLIC NONE CCNS7AIM110H (AND SUBSEQUENT NIMINE1415, THE ONS EN0wERNG AND O 107040704 MANUAL ON Od0E5 AND RELIIREY04774 2. 042200704 W1)4035T *AWE (AN511EAIND MAOVNE IS NOT ACCEPTABLE): CONTACT ROSS LAMSON (RESPONSIBLE PERSOY/OELELO'ER) (COMPANY) (24-14R NOME RIMER) Pee. (REMOVABLE PERSON CONTRACTOR) (COMPANY) (24-1)0 PHONE NUMBER) 1 4O11F RrnNI7 RIEAICIn4U MOOR TO START 0 ANY 11041. A BUWPPM LICENSE MALL BE OBTAINED TROD 1147 OTT. Ix A GRADRI0 PEROT 9911 BE OBTAINED, PRIOR TO ANT MOL) ON MINN DEVELOPMENT. DIE PERMIT AND AN APPROVED SFT OF IMPROVEMENT PLANS MUST BE PRESENT AT ME JOBSTE DURING CONSTRUCTION 4 0111281_147AESSICIN5 APPROVAL OF THESE PLANS BY THE ON DOES NOT RELIEVE TI APPLICANT AND 7905.5)) OF RECORD FROM 7)47 RESPONSbILIN FOR ME CORRECTION 0 ERRORS OR O959OI5 DSCOLEREO 01.9)00 COLSTRUCTOL. 5 400+ryO- 1U PRS ON ORDINANCE NO. 04-21) STATES THAT NO PERSON SHALL (NI/a- N 0.4 03014C2 COP1S11:OOV ACTn1E5 MEN NE NEINOWCTICIN MR el M▪ AN PW-U41TRR (7 A NE 0 AM 0.O^ M.0. RONATIVOT. 0'!008 LK MARS 0 AM FEf 409 Fi! A5 409110' 'OAKUM T525Y Rd 954+1 16,4 NAME N OR 000)40T CONSTRUCTION ACDNTY NEVEM RE HOURS 0 MOD AN AND 5:30 FM ON SATURDAY. NO CONSTRICTION ACTIN SHALL BE UNDERTAKEN ON SUNDAY AND NATIONALLY RECONZE0 ROMAN. 5. 11155.0407 ff£131110311-6236CCJILYWICES 111E ISSUANCE 0 A PERMIT BY ME ON 00E5 NOT AMPLY OR PROVIDE ANY CLEARANCES MON STATE OR FEDERAL AGENCIES REGULATING 7K PRON905 0 STATE OR FEDERAL ENDANGERED SPECIES ACTS OR WART MALIN REGULATIONS THE APPROPRIATE CLEARANCES FROM MESE AGENOE5 SHALL BE OBTAINED PRIOR 10 ANY 911 01S7ORBANCE OR MAONG 7. 7W519KTIM NORGE ANY CONSTRUCTION CHANGE MUST BE FIRST 9U2ATIED TO ME ON AS A REDLINE REMSION FOR RENEW AND APPROVAL PRIOR TO 45510151040 TIE CHANGE N THE FIELD. RIFER TO NE 0775 ENGINEERING AND CONSTRUCTION MANUAL 6 WF -CO AINITEMW' 07500 A PRE-00457RUC7NN MEETING SHALL BE SCHEDULED TALO NON DAYS PRIOR TO TE START 0 CONS7RUCT0. 0IRNG CONSIINCIICN, A DEPENDABLE AND RE504911 004MACT01'S REPRESENTATIVE SHALL BE AT THE .LY SITE AT ALL TIMES. 0. 14754170, APPROVAL 0 THESE FUNS BY THE 0TE 0005 NOT CONSTITUTE A REPRESENTATION AS TO TW ACCURACY OR COMPLETENESS 0 ME LOCATION, NOR THE EXISTENCE OR NOL-0001ENCE 0 ANY UNDERGROUND WRITES MORN ME PRIECT AMTS AMY LIMN DAMAGED MATO THE PERFORMANCE OF THE NWA SHALL BE REPAIRED OR REPLACED TO ME SATs4CTNN Cr THE COOPING AGENCY BY T47 CW7RACTOR, AT IMS ENOENSE. IO 010111 UT SHALL BE 744E RESP0N5bUN 0 744E CONTRACTOR TO NOTIFY TIE ENONET Cr RECORD AND TO INSTALL SMUT CENTERLINE MONJMEN75 A5 REDLINED BY THOME COMM OR0NAN(£ NO. 401. WITERLJNE TES SHALL BE PROVIDED TO THE CIN ENWKER, UPON COMPLETION 0 TC PROJECT AND BEFORE ACCEPTANCE 6 GRANTED. ALL EM5040 MOMNENTATR0 (DISTURBED OR DESTROYED DURING 007512000) SHALL BE REPLACED TO ON STANDARDS N ACCORDANCE ▪ M THE LAID SURVEYORS ACT AM THE STREETS AND WW1 C000 AM AS APPROVED BY 114E ON ENGINEER. UPON REOUE57,, SURVEY CUTS 5ME15 SHALL BE 70020D TO THE ON EHONEER. R OUST )550400 DUST SHALL BE CONTROLLED BY WAIE7N9 OR OTHER METHODS. AS APPROVED BY TRE CIN 15042ER AMD SHALL =PLY MM SOUTH COAST AK MALIN MANAGEMENT ENTICES (5CA00) RPE 401 O. 204519404514 110I TE A 9O FOOT 04414 1JNK FENCE S REPINED ON ALL 00151WAL 119 COBEROA1 PROMO IRR ROOF SY51EM5 ARE CO PLET10 OR A5 DEEMED NECESSARY 0.1 TE ON MONTT FOR )RIG SAFETY TIE 44047ENANCE 0 ME FEW 15 114E SERE RESPOV9NL)71 0 ME 0047RACTOR. 13, 9PFr1MNc ALL RON PERFON4D PHNOM PROPER NS PECTON NNW THE ON MAYBE 511.EC1 TO RGLCIMN. SITE ADDRESS 8N:1:RC=I ErifT 1065 11)0 STREET 4100' MIN SHEET PEVA NAPPED FLOODPLAIN SPECIAL ROW HAZARD AREA PAWL 3095 0 3803 MM ET750080 DATE AUGUST 28, 2008 MM Na 05013032554 910)5 111E EINE 9TE 15 LOCATED ounce 0 MAPPED 700 NAR SPEOL ROOD HAZARD AREA GRADING EARTHWORK 07004 (ASPM 04404" ORINEE0e DENIM AIV. 2075WMA1 a 90701) 017 MOW CY WE UM CY LEGAL DESCRIPTION FML 201 C FEL 0 CY WRAP 17,200 C EVERT: P200 051 WA 119EST EEPDe1' MO E1 REAL PROPERTY M PR PROTRACTED EGO N 12 WSW e SOI4 TAR¢ 3 RST 0 DE 3M 104000BIS NO KIRLN N TE CITY O 7EIEOSA MANY Cr MMBTIES 5MOE4 ARE FOR KW?' NRP035 97000 Si R 0 (500745. 0512IID AS FMIMS BASED UPON 0 70004CE5 N EXIS7NG AND HWM- ITE I TERIW ]2 NO531E, N flMY b f LO15 PRDOSED 0160. S OA.Y, ANO 1 NDi OERUO0 a NeO16H V A AS S M 0 IOW 0 40004 A TIE SUe- TAILMI7* E GRADING AASN7IGE OR OIKR CITY 0 RIEOIA AS SRM 01 au. era= sow AD.ITSM ARI TE GRAONC C100SED P SHALL TS PALE 0 M i CONN 0 SN aM SIRE VERIFY OIANTTES FOR DO PIIRNYS =raw 07000 0E NAAS wwARA 00 NW 9-571110001 Or YEMEN L CUENCA RCE NO 343¢1, 9KPKES: 4/60/15 TE000404 m BY: 001E: ACCEPTED BY: BATE: PATEN MINAS PE DIRECTOR 0 75HTC NORIS/CJ1 ENGINEER RCE 440 44223 CIN OF TEMECULA STATE TAM RESOURCES CONTROL BOARD PERMIT NO. RSC LEVEL- T 050 0047407 NE OR L COREA EXP. SEPT. D3 2017 CER7ECAIE / 2053B pROJECT AREA 0055)5 111154.00 MO, AI AL 111 AO' PMI0LG 511NCTWE: 0.40 AC 0.40 M APN NO. 022-043-002 022-041-003 022-043-004 022-013-013 922-00-018 222-043-023 022-043-024 022-041-023 922-044-017 022-044-020 OWNER MAMA NOTE. PARTNERS 0.0 TON, LLC DEVELOPER/APPLICANT MUM 004.95OYp17 nom. 720110NS OLD TOM, LLC 41423 SECOND 5THEET. SIZE 401 11450 LA CA, 02310 (157)993-204 4001.' -31sTIIl'14181M2' 0040541 ACCESS. 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COLORED ELEVATION; Yale PR TRUAX HOTEL MISSION REVIVAL COLOR: SJLVDO COLOR: CLAY STANDING SEAM METAL ROOF BERRIDGE (OR EQ) COLOR: ZINC GREY CAST IRON COLUMN COLOR: CHARCOAL STANDING SEAM METAL ROOF BERRIDGE (OR EQ) COLOR: ANTIQUE COPPER COTE PRECAST CONCRETE CDI COLOR: MODERN GRAY WROUGHT IRON RAILING — HOT DIPPED GALVANIZED STEEL COLOR b STYLE: BLACK DECORATIVE STUCCO HEADER NATURAL CONCRETE COLOR WROUGHT IRON RAILING HOT DIPPED GALVANIZED STEEL COLOR b STYLE: BLACK PRECAST•CoIICRETE MODERN GRAY McNEAR BRICK (OR EQ) COLOR & STYLE: SANDMOLD MONTICELLO ARRISCRAFT (OR EQ) SMOOTHIROCKFACE RENAISSANCE, GRAPHITE STUCCO FINISH LA HABRA (OR EQ) CAST IN PLACE CONCRETE CANVAS RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES, GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council of the City of Temecula does hereby find, determine and declare that: A. On February 22, 2016, Chris Campbell of Walter R. Allen Architect + Associates filed Planning Application No. PA16-0270, a Development Plan. On January 23, 2017, Gary Thornhill, on behalf of the Truax Group submitted Planning Application No. PA17-0109, for a Specific Plan Amendment. On June 30, 2017, Ross Jackson, on behalf of the Truax Group, submitted Planning Application PA17-1020, a Minor Exception. These applications (collectively "Project") were filed in a manner in accord with the City of Temecula General Plan and Development Code. B. Collectively, the Project consists of a relocation of a portion of the existing Hotel Overlay contained within the Old Town Specific Plan to allow for the development of a full service hotel. The Project also includes a Minor Exception to increase allowable building height for a parking garage that will be constructed across the street from the hotel. C. The Project was processed, including but not limited to all public notices, in the time and manner prescribed by State and local law, including the California Environmental Quality Act, Public Resources Code § 21000, et seq. (CEQA) and the CEQA Guidelines, 14 Cal. Code Regs. § 15000 et seq. D. Pursuant to CEQA, the City is the lead agency for the Project because it is the public agency with the authority and principal responsibility for reviewing, considering, and potentially approving the Project. E. On February 8, 1994, the City Council adopted the Old Town Specific Plan (OTSP). In 2010, pursuant to CEQA and the CEQA Guidelines, the City Council amended the OTSP to adopt a form-based code that established development regulations and standards in the Old Town area. On May 25, 2010, the City Council certified the Program Environmental Impact Report for the OTSP (SCH #2009071049). F. CEQA encourages "tiering" EIRs for a sequence of actions so that later EIRs build on information in previous EIRs (Public Resources Code sections 21068.5 and 21093; CEQA Guidelines section 15152(d)). The Project is located within the OTSP area and, therefore, tiers off of the Program EIR for the OTSP. G. Pursuant to CEQA, City staff determined that the Project could have a significant effect on the environment and therefore a Subsequent Environmehtal Impact Report (SEIR) was prepared for the Project. H. On January 12, 2017, in accordance with CEQA Guideline Section 15082, the City published and distributed a Notice of Preparation (NOP) to all agencies and persons that might be interested in or affected by the Project. The NOP was also distributed through the State Office of Planning and Research, State Clearinghouse (SCH # 2017011029). The NOP was circulated from January 17, 2017 through February 15, 2017 to receive comments and input from interested public agencies and private parties on issues to be addressed in the SEIR for the Project. On January 23, 2017, in accordance with CEQA Guidelines Section 15082(c)(1), the City held a public scoping meeting to obtain comments from interested parties on the scope of the Draft SEIR. I. In response to the NOP, eight written comments were received from various individuals and organizations. These comment letters assisted the City in formulating the analysis in the Draft SEIR. J. Thereafter, the City contracted for the independent preparation of a Draft SEIR for the Project, including all necessary technical studies and reports in support of the Draft SEIR. In accordance with CEQA and the CEQA Guidelines, the City analyzed the Project's potential impacts on the environment, potential mitigation, and potential alternatives to the Project. K. Upon completion of the Draft SEIR in May 2017, the City initiated a public comment period by filing a Notice of Completion with the State Office of Planning and Research on Thursday, April 27, 2017. The City also published a Notice of Availability for the Draft SEIR in San Diego Union Tribune, a newspaper of general circulation within the City. L. The Draft SEIR was circulated for public review from May 2, 2017 through June 15, 2017. Copies of the Draft SEIR were sent to various public agencies, as well as to organizations and individuals requesting copies. In addition, copies of the documents have been available for public review and inspection at the offices of the Department of Community Development, located at City Hall, 41000 Main Street, Temecula, California 92590; the Ronald H. Roberts Temecula Public Library located at 30600 Pauba Road; Temecula Grace Mellman Community Library located 41000 County Center Drive; Chamber of Commerce located at 26790 Ynez Court, Ste. A, and the City of Temecula website. M. In response to the Draft SEIR, the City received eight (8) written comments from various agencies, individuals, and organizations. In compliance with CEQA Guidelines Section 15088, the City prepared written responses to all comments. None of the comments presented any new significant environmental impacts or otherwise constituted significant new information requiring recirculation of the Draft SEIR pursuant to CEQA Guidelines Section 15088.5. Those comments and the Response to Comments, together with the Draft SEIR, the Errata to the SEIR, and the Mitigation Monitoring and Reporting Program, constitute the Final Subsequent Environmental Impact Report (Final SEIR). N. Pursuant to Public Resources Code Section 21092.5, at least 10 days prior to certification, the City prepared and provided the Final SEIR, including responses to comments, to the public and all commenting public agencies. O. On August 16, 2017, the Planning Commission held a duly notice public hearing to, consider the Project and the Final SEIR, at which time City staff presented its report and interested persons had an opportunity to and did testify regarding this matter. P. Following consideration of the entire record of information received at the public hearing and due consideration of the Project, the Planning Commission adopted Resolution No. 17-31 recommending that the City Council certify the Final SEIR prepared for the Truax Hotel, adopt Findings pursuant to the CEQA, adopt a Statement of Overriding Considerations, and adopt a Mitigation Monitoring and Reporting Program for the Project. The Planning Commission also adopted Resolution Nos. 17-32, 17-33, and 17-34, thereby recommending that the City Council take various actions, including adoption of a Specific Plan Amendment, Minor Exception, and Development Plan related to the approval of the Project. Q. Section 15091 of the State CEQA Guidelines requires that the City, before approving a project for which a SEIR is required, make one or more of the following written finding(s) for each significant effect identified in the Final SEIR accompanied by a brief explanation of the rationale for each finding: 1. Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effects as identified in the Final SEIR; or, 2. Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency; or, 3. Specific economic, legal, social, technological, or other considerations, including provision of employment opportunities for highly trained workers, make infeasible the mitigation measures or project alternatives identified in the Final SEIR. R. These required written findings are set forth in Exhibit A, attached hereto and incorporated herein by reference as if set forth in full. 1. Environmental impacts identified in the Final SEIR as no impact or less than significant and do not require mitigation are described in Sections IV and V, respectively, of Exhibit A. 2. Environmental impacts, or certain aspects of impacts, identified in the Final SEIR as potentially significant, but that can be reduced to less than significant levels with mitigation, are described in Exhibit A, Section VI. 3. Environmental impacts identified in the Final SEIR as significant and unavoidable despite the imposition of all feasible mitigation measures are described in Exhibit A, Section VII. 4. Alternatives to the Project that might eliminate or reduce significant environmental impacts are described in Section VIII of Exhibit A. S. CEQA Section 21081.6 requires the City to prepare and adopt a Mitigation Monitoring and Reporting Program for any project for which mitigation measures have been imposed to ensure compliance with the adopted mitigation measures. The Mitigation Monitoring and Reporting Program is attached to this Resolution as Exhibit B, and is herein incorporated by reference as if set forth in full. T. CEQA Guidelines Section 15093 requires that if a project will cause significant unavoidable adverse impacts, the City must adopt a Statement of Overriding Considerations prior to approving the project. A Statement of Overriding Considerations states that any significant adverse project effects are acceptable if expected project benefits outweigh unavoidable adverse environmental impacts. The Statement of Overriding Considerations is attached hereto as Exhibit C, and is incorporated herein by reference as if set forth in full. U. Prior to taking action, the City Council has heard, been presented with, reviewed, and considered the information and data in the administrative record, including the Final SEIR, the written and oral comments on the Draft SEIR and Final SEIR, responses to comments, staff reports and presentations, technical studies, appendices, plans, and all oral and written testimony presented during the public hearings on the Project. V. Custodian of Records. The City Clerk of the City of Temecula is the custodian of records, and the documents and other materials that constitute the record of proceedings upon which this decision is based are located at the Office of the City Clerk, City of Temecula, 41000 Main Street, Temecula, California 92590. Section 2. Substantive Findings. The City Council of the City of Temecula, California does hereby: A. Declare that the above Procedural Findings are true and correct, and hereby incorporates them herein by this reference as though set forth in full. B. Find that agencies and interested members of the public have been afforded ample notice and opportunity to comment on the Final SEIR and on the Project. C. Find and declare that the City Council has independently considered the administrative record before it, which is hereby incorporated by reference and which includes the Final SEIR, the written and oral comments on the Draft SEIR, responses to comments incorporated into the Final SEIR, staff reports and presentations, and all testimony related to environmental issues regarding the Project. D. Find and determine that the Final SEIR fully analyzes and discloses the potential impacts of the Project, and that those impacts have been mitigated or avoided to the extent feasible for the reasons set forth in the Findings attached as Exhibit A and incorporated herein by reference, with the exception of those impacts found to be significant and unmitigable as discussed therein. E. Find and declare that the Final SEIR reflects the independent judgment of the City Council. The City Council further finds that the additional information provided in the staff reports, in comments on the Draft SEIR, the responses to comments on the Draft EIR, and the evidence presented in written and oral testimony does not constitute new information requiring recirculation of the SEIR under CEQA. None of the information presented has deprived the public of a meaningful opportunity to comment upon a substantial environmental impact of the Project or a feasible mitigation measure or alternative that the City has declined to implement. F. Certify the Final SEIR as being in compliance with CEQA. The City Council further adopts the Findings pursuant to CEQA as set forth in Exhibit A; adopts the Mitigation Monitoring and Reporting Program attached as Exhibit B; and adopts the Statement of Overriding Considerations as set forth in Exhibit C. The City Council further determines that all of the findings made in this Resolution (including Exhibit A) are based upon the information and evidence set forth in the Final SEIR and upon other substantial evidence that has been presented at the hearings before the Planning Commission and the City Council, and in the record of the proceedings. The City Council further finds that each of the overriding benefits stated in Exhibit C, by itself, would individually justify proceeding with the Project despite any significant unavoidable impacts identified in the Final SEIR or alleged in the record of proceedings. G. The City Council hereby imposes as a condition on the Truax Hotel Project each mitigation measure specified in Exhibit B, and directs City staff to implement and to monitor the mitigation measures as described in Exhibit B. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. Maryann Edwards, Mayor ATTEST: Randi Johl, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Randi Joh!, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5th day of September, 2017 by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Exhibit A FINDINGS AND FACTS IN SUPPORT OF FINDINGS I. Introduction. The California Environmental Quality Act, Public Resources Code § 21000, et seq. ("CEQA") and the State CEQA Guidelines, 14 Cal. Code Regs. § 15000, et seq. ("Guidelines") provide that no public agency shall approve or carry out a Project for which an Environmental Impact Report ("EIR") has been certified that identifies one or more significant effects on the environment caused by the Project unless the public agency makes one or more of the following findings: 1. Changes or alterations have been required in, or incorporated into, the Project, which avoid or substantially lessen the significant environmental effects identified in the EIR. 2. Such changes or alterations are within the responsibility of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency. 3. Specific economic, social, or other considerations make infeasible the mitigation measures or Project alternatives identified in the EIR. Pursuant to the requirements of CEQA, the City Council of the City of Temecula ("Temecula" or "City") hereby makes the following environmental findings in connection with the proposed Truax Hotel Project (the "Project"). These findings are based upon written and oral evidence included in the record of these proceedings, comments on the Draft Subsequent EIR (SEIR) and the written responses thereto, the Final SEIR, and reports presented to the Planning Commission and the City Council by City staff and the City's environmental consultants. 11. Project Objectives. As set forth in the SEIR, the objectives of this Project (the "Project Objectives") are as follows: A. Provide an upscale lodging facility that will service both residents and tourists visiting Old Town Temecula; B. Provide additional conference room facilities within Old Town Temecula; and C. Create an aesthetically compatible development and minimize impacts to neighboring properties by designing with high quality architecture and signage. A-1 III. Background. In 2010, the City of Temecula certified the Old Town Specific Plan (OTSP) Program EIR ("Program EIR") which evaluated an amendment of the original OTSP. The purpose of the Amendment was to enhance design guidelines and encourage residential development within the Old Town area. The 2010 document served as a Program EIR for the OTSP that established development parameters, provided land use areas, but did not propose or evaluate any specific project development, since the exact development proposals for future projects, such as the proposed Project, were not yet known at the time. The Project proposes to develop a six -story boutique hotel, including 151 guest rooms and a basement, and a six -story, 219 -stall parking garage in Old Town Temecula, on the 1.8 -acre Project site. The proposed Project site is located within the Old Town Specific Plan (OTSP) area and is located in the Downtown Core District (DTC) along Third Street between Mercedes Street and Old Town Front Street. A Development Plan Review would be required for development of the Project. The proposed Project would require approval of a Specific Plan Amendment (SPA) to the OTSP in order to relocate a portion of the Hotel Overlay (HO) that is currently sited approximately 200 feet southeast of the Project location. The SPA would relocate approximately 61,569 SF of the DTC zoning district at the intersection at First Street and Front Street. The SPA would then shift 61,569 SF of that zone to the proposed hotel site and rezone the area as DTC/HO zoning district. In addition, the proposed Project would require the approval of a Tentative Parcel Map in order to: (1) merge the two existing parcels into one parcel on the north side of Third Street for development of the parking structure and (2) merge the eight existing parcels into one parcel on the south side of Third Street to allow development of the hotel. Effects Determined to Be Less than Significant/No Impact in the Initial Study for the Program EIR and in the SEIR. The City of Temecula issued a Notice of Preparation ("NOP") and in the course of the environmental review, the Project was found to have no impact in certain impact categories because a Project of this type and scope or in this location would not create such impacts or because of the absence of Project characteristics producing effects of this type. The impact areas discussed below were found to be less than significant or have no environmental impact in the Initial Study for the OTSP Amendment, and therefore were not evaluated in the 2010 OTSP Program EIR or the Draft SEIR for the Project. These impact areas include Agriculture and Forestry Resources, Biological Resources, Mineral Resources, Population and Housing, Public Services and Recreation. A summary of the impact discussions from the resource areas below can be found in Chapter 3.0 of the Draft SEIR. A-2 IV. Effects Determined to Be Less than Significant/No Impact in the Initial Study for the Program EIR and in the SEIR. A. AGRICULTURE AND FORESTRY RESOURCES 1. The Project would not convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance to non-agricultural use. The Project Site does not contain any Forest Land, Prime Farmland, Unique Farmland, or Farmland of Statewide Importance. 2. The Project would not conflict with existing zoning for agricultural use or a Williamson Act contract. The Project Site does not contain any land subject to a Williamson Act contract. 3. The Project would not conflict with existing zoning for, or cause rezoning of, forest land, timberland, or timberland zoned Timberland Production. The Project Site does not contain any type of land zoned for forest land or timberland. 4. The Project would not result in the loss of forest land or conversion of forest land to non -forest use. The Project site does not contain any type of forest land. 5. The Project would not involve any changes in the existing environment which, due to their location or nature, could result in conversion of Farmland to non-agricultural use or conversion of forest land to non -forest use. 6. The Project would not result in cumulative impacts related to agriculture or forestry resources. B. BIOLOGICAL RESOURCES 1. The Project would not have a substantial adverse effect on any candidate, sensitive, or special status species, riparian habitat, sensitive natural communities, or federally protected wetlands. The Project site is located in a developed, urban area and would not impact these biological resources. 2. The Project would not have interfere substantially with the movement of any native resident, migratory fish or wildlife species, wildlife corridors, or impede the use of native wildlife nursery sites. The Project site is located in a developed, urban area and would not impact these biological resources. 3. The Project would not conflict with any local policies or ordinances protection biological resources, such as the City's Heritage Tree Ordinance. A-3 4. The Project would not conflict with the provisions of an adopted Habitat Conservation Plan or Natural Community Conservation Plan, such as the Riverside County Multiple Species Habitat Conservation Plan. C. MINERAL RESOURCES 1. The Project would not result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state or a locally -important mineral resource recovery site. The area is not considered to contain mineral resources of significant economic value and the Project would not result in cumulative impacts related to mineral resources. D. POPULATION AND HOUSING 1. The Project would not induce substantial population growth in the area, either directly or indirectly. 2. The Project would not displace substantial numbers of existing housing or people, necessitating the construction of replacement housing elsewhere. The Project would be developed on non- operational commercial uses and vacant land. E. PUBLIC SERVICES 1. The Project would not result in impacts associated with the need for additional public services from fire protection, police protection, schools, parks and other public facilities. Development of the OTSP area was anticipated in the Final EIR that was prepared for the City General Plan. Therefore, the need for public services was previously analyzed and determined, and no additional facilities would be required as a result of the Project. F. RECREATION 1. The Project does not include or require construction of parks or recreational facilities and would not increase the use of existing parks or recreational facilities such that substantial physical deterioration of the facility would occur. V. Effects Determined to be Less Than Significant Without Mitigation in the SEIR. The SEIR found that the proposed Project will have a less than significant impact without the imposition of mitigation on a number of environmental topic areas listed below. A less than significant environmental impact determination was made for each of A-4 the following topic areas listed below, based on the more expansive discussions contained in the Final SEIR. A. AESTHETICS 1. The Project would not have a substantial adverse effect on a scenic vista, scenic resources, or a State Scenic Highway. The proposed six -story hotel and parking garage could potentially obstruct views of the foothills and ridgelines east of the Project, but the Project site has not been identified as a designated viewshed, nor is it located in the sightline of a nearby viewshed. Furthermore, the Project site is not visible from any State Scenic Highways, and no State Scenic Highways are visible from the Project site. 2. The Project would not substantially degrade the exiting visual character or quality of the site and its surroundings. The hotel development would be consistent with the Old Town Specific Plan design guidelines, architectural character, and surrounding land uses. The Project would likely enhance the visual character of the area because of the high-quality architecture with visually appealing elements, such as improved landscaping and new buildings. 3. The Project, in conjunction with other cumulative projects, would not result in a cumulatively considerable contribution to aesthetic impacts. Cumulative impacts would be less than significant. B. AIR QUALITY 1. The Project would not conflict with or obstruct implementation of an applicable air quality plan. The employment growth associated with the proposed hotel would be within the anticipated growth accounted for in the Southern California Association of Government (SCAG) growth assumptions for the City, and therefore the Project would be consistent with the regional Air Quality Management Plan. 2. The Project would not create objectionable odors affecting a substantial number of people. As a hotel development, it does not include any uses identified by the South Coast Air Quality Management District (SCAQMD) as being associated with odors and any potential sources of odors during construction would be temporary and intermittent in nature. C. GEOLOGY AND SOILS 1. The Project would not expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving rupture of a known earthquake fault. The Project area is located outside of any Alquist-Priolo Fault Rupture Zone. A-5 2. The Project would not expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving seismic -related ground failure, including landslides and liquefaction. The Project site is located on a relatively level area that has a low likelihood of being susceptible to landslides or liquefaction. 3. The Project would not have soils incapable of inadequately supporting the use of septic tanks or alternative wastewater systems. The Project development would deliver wastewater to the wastewater treatment plant in Temecula and would not have use for any septic tanks or alternative wastewater systems. 4. The Project, in combination with existing, approved, proposed, and reasonably foreseeable development in Temecula and nearby areas of Riverside County, would not contribute to cumulative geologic and soils impacts. D. HAZARDS AND HAZARDOUS MATERIALS 1. The Project would not create significant hazard to the public or the environment through the routine transport, use or disposal of hazardous materials. Construction and operation of the Project would comply with all required applicable regulations, such as the Hazardous Materials and Waste Management Plan of Riverside County, related to hazardous material handling, storage and removal. 2. The Project would not emit hazardous emissions or handle hazardous materials within one-quarter mile of an existing school. There are no schools located within a quarter mile of the proposed Project site. The closest school to the site is the Vail Elementary School located approximately 0.75 miles to the northeast. 3. The Project would not be located on a site which is included on a list of hazardous materials sites and would not create a significant hazard to the public or the environment. 4. The Project would not result in a safety hazard for people residing or working within an airport land use plan, two miles of a public airport, or the vicinity of a private airstrip. 5. The Project would not impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan. Construction of the Project would comply with all emergency vehicle access requirements. Operation of the Project would not impede emergency access routes or result in permanent road closures. A-6 6. The Project would not expose people or structures to a significant risk of loss, injury or death involving wildland fires. The Project is located in an urbanized section of Temecula and would be required to adhere to all fire suppression requirements and fire safety measures in accordance with the most recent Uniform Fire Code. 7 The Project would result in less than significant cumulative impacts related to hazards and hazardous materials. E. HYDROLOGY AND WATER QUALITY 1. The Project would not substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level. The Rancho California Water District (RCWD) would have sufficient water supplies to accommodate the proposed Project as projected in its 2030 water demand forecast. The Project site is currently developed and largely covered in impermeable surfaces. After completion of construction, the Project site would continue to be largely covered by impermeable surfaces and thus would have no substantive change to the amount of groundwater recharge that occurs at the site. 2. The Project would not substantially alter the drainage pattern of the site such that it would result in substantial erosion or siltation on or off the site. Construction of the Project would be required to comply with the National Pollutant Discharge Elimination System (NPDES) Construction General Permit and to develop a Stormwater Pollution Prevention Plan (SWPPP), which would protect against substantial erosion or siltation on and off the Project site. The impermeable surfaces could result in changes in flows and drainages, but runoff from the Project site would be treated by implementation of Best Management Practices (BMPs), such as the proposed biotreatment facilities. 3. The Project would not place housing within a 100 -year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map, nor structures which would impede or redirect any flood flows. The Project area and structural development is not within the 100 -year flood zone of Murrieta Creek. 4. The Project would not expose people or structures to a significant risk of loss, injury or death involving flooding as a result of the failure of a levee or dam. The Project site is located in the dam inundation areas for Lake Skinner, Vail Lake, and Diamond Valley Lake. However, compliance with applicable plans and programs, A-7 such as the City's Dam Inundation Evacuation Plan, would reduce risks associated with flooding and dam failure to less than significant. 5. The Project would not expose people to a significant risk of loss, injury or death involving inundation by a seiche or tsunami because the Project area is not located immediately near a coast or large body of water. The Project area is located over 20 miles from the Pacific Ocean, which is a large enough distance to avoid tsunami impacts and has no body of water in close proximity to the Project site. The site is relatively level and would not be subject to mudflow. 6. The Project's incremental contribution to hydrology and water quality impacts would not be cumulatively considerable. F. LAND USE AND PLANNING 1. The Project development would not physically divide an established community. There are residential apartments located approximately 70 feet southwest of the Project boundary, but the development of the Project would not divide this existing community. There are no other residential communities in the immediate vicinity of the Project site. 2. The Project would not conflict with any applicable land use plan, policy, or regulation or adopted for the purpose of avoiding or mitigating an environmental effect. The Project would be consistent with all applicable policies from the SCAG 2016-2040 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) and the City's OTSP. 3. The Project would not conflict with any applicable habitat conservation plan or natural community conservation plan. The proposed Project is located within the Western Riverside County Multiple Species Natural Community Conservation Plan (WRC MSHCP); however, the Project site is located in a developed, urban area, and is not located within a criteria area identified by the WRC MSHCP. A Habitat Evaluation and Acquisition Negotiation Strategy or Joint Powers Review is not required for the Project. 4. The Project would have a less than cumulatively considerable impact on land use and planning. A-8 G. NOISE 1. The Project would not result in exposure of people within an airport land use plan, two miles of a public airport, or the vicinity of a private airstrip to excessive noise levels. There are no airports or airstrips located within two miles of the Project area. The closest airport to the plan area is the Billy Joe Airport located approximately five miles east. H. TRANSPORTATION AND CIRCULATION 1. The Project would not conflict with an applicable congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways. The Project would not conflict with the City of Temecula policies, including, but not limited to travel demand measures, or other standards established by the CMP for designated roads or highways for the Existing (2016) Plus Project and Opening Year (2018) Plus Project study scenarios. 2. The Project would not result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks. The Project area is not within the French Valley Airport or Billy Joe Airport influence areas. 3. The Project would not substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment) or result in inadequate emergency vehicle access. The final grading, landscaping, and street improvement plans will demonstrate that design standards related to traffic and emergency access are met. 4. The Project would not conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise decrease the performance or safety of such facilities. None of the Project's public right of way improvements would impede existing bicycle facilities (i.e., the Class 111 facility on Old Town Front Street) or transit facilities. I. UTITILIES AND SERVICE SYSTEMS 1. The Project would not exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board. A-9 2. The Project would not require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects. 3. The Project would have sufficient water supplies available to serve the Project from existing entitlements and resources, and does not need new expanded entitlements. 4. The Project would not result in a determination by the wastewater treatment provider that it has inadequate capacity to serve the Project's projected demand in addition to the provider's existing commitments. The Temecula Valley Regional Water Reclamation Facility would have sufficient capacity to process the additional average wastewater flow that would be generated by the Project. 5. The Project would be served by a landfill with sufficient permitted capacity to accommodate the Project's solid waste disposal needs and would comply with federal, state, and local statutes and regulations related to solid waste. The existing capacity of the El Sobrante Sanitary Landfill would be sufficient to accommodate solid waste generation by the Project during construction and at full build -out. 6. The Project would result in less than significant cumulative impacts related to utilities and service systems. VI. Potentially Significant Environmental Impacts Determined to be Mitigated to a Less Than Significant Level. The SEIR identified the potential for the Project to cause significant environmental impacts in the areas of Aesthetics, Air Quality, Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, Hydrology and Water Quality, Noise, and Transportation and Circulation. Measures have been identified that would mitigate all of the impacts in this section to a less than significant level. The City Council finds that mitigation measures identified in the Final SEIR would reduce the Project's impacts to a less than significant level, with the exception of the unmitigable impacts discussed in Section VII. The City Council adopts all of the feasible mitigation measures for the Project described in the Final SEIR as conditions of approval of the Project and incorporates those into the Project, as discussed more fully in the Mitigation Monitoring and Reporting Program. A-10 A. AESTHETICS 1. Light and Glare Impact AES -4: The Project would create a new source of light and glare throughout the Project area. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to light and glare. Specifically, the following measure has been included to ensure that the Project's potential light and glare impacts remain less than significant. Mitigation Measure MM -AES -1: The Project applicant would be required to implement the lighting reduction mitigation proposed in the OTSP Program EIR. The following light and glare standards shall be applied to the proposed Project: • The applicant shall ensure that all lighting fixtures shall contain "sharp cut-off" fixtures, and shall be fitted with flat glass lenses and internal and external shielding. • The applicant shall ensure that all fixtures shall be parallel with the finished grade of the Project site; no fixtures shall be tilted above a 90 -degree angle. • The applicant shall ensure that site lighting systems shall be grouped into control zones to allow for open, closing, and night light/security lighting schemes. All control groups shall be controlled by an automatic lighting system utilizing a time clock, photocell, and low voltage relays. • The applicant shall ensure that design and layout of the site shall take advantage of landscaping, on-site architectural massing, and off-site architectural massing to block light sources and reflection from cars. • The applicant shall submit a lighting plan and photometric plan to be reviewed by the City of Temecula. The lighting plan shall include design features (such as those mentioned above) to minimize impacts of light and glare on the surrounding area. • The City shall complete a post -installation inspection to ensure that the site is not excessively illuminated (such that lighting is not creating excessive glare, unreasonably competing for the public's attention or creating any roadway safety hazard) and that lighting sources are properly shielded. A-11 • In order to mitigate potential impacts to the Mount Palomar Observatory, all lighting plans shall be reviewed by the City to assure utilization of low pressure sodium vapor lamps; step-down lighting techniques; shielding to prevent upward and outward illumination; and compliance with the County Ordinance No. 655. • The proposed Project shall prohibit the use of highly reflective construction materials on exterior wall surfaces. The exterior of permitted buildings shall be constructed of materials such as high performance tinted non -mirrored glass, painted metal panels and pre -cast concrete or fabricated wall surfaces. b. Facts in Support of Findings Currently, the Project Site includes onsite sources of light or glare from existing commercial buildings and street lights. However, these existing buildings would be demolished as part of the proposed Project and on-site existing light sources would be removed. During construction of the Project, there is the possibility of limited, temporary nighttime construction lighting for security. Once operational, the Project's hotel and parking garage uses would introduce new sources of light and glare from lighting for the buildings and streets, as well as from cars traveling through the Project site. The proposed Project is located approximately 20 miles from the Palomar Observatory, which is in Zone B (45 -mile Radius Lighting Impact Zone) according to the Palomar Observatory Light Pollution Ordinance (Riverside County's Light Pollution Ordinance No. 655). The Project would be required to comply with Ordinance No. 655, which lessens "sky glow" from nighttime light sources by requiring a variety of measures. These measures, which are included as part of Mitigation Measure MM -AES -1, include the preparation of an outdoor lighting plan and photometric plan to reduce the effects of light pollution from nighttime light sources. Mitigation Measure MM -AES -1 imposes lighting design and placement requirements that would further reduce "sky glow" and the spilling of light from on-site light sources. With the imposition of MM -AES -1, impacts of the proposed Project related to light and glare would be less than significant. B. AIR QUALITY 1. Construction — Violate an Air Quality Standard Impact AIR -4: The Project's construction emissions could exceed SCAQMD's regional significance thresholds for NO,, and therefore could would violate an air quality standard or contribute substantially to an existing or projected air quality violation. A-12 a. Finding Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to violation of air quality standard. Specifically, the following measure has been included to ensure that the Project's potential air quality impacts remain less than significant. Mitigation Measure MM -AIR -1: All off-road construction equipment with a horsepower (HP) greater than 50 shall be required to have USEPA certified Tier 4 interim engines or engines that are certified to meet or exceed the emission ratings for USEPA Tier 4 engines. A copy of each unit's certified tier specification or model year specification shall be available upon request at the time of mobilization of each applicable unit of equipment. b. Facts in Support of Findings Construction of the Project would produce maximum daily air pollutant emissions during the grading and excavation phase of construction. The maximum daily construction emissions generated by the Project's worst-case construction scenario (i.e. days with the most construction equipment operating) would produce approximately 105.56 pounds per day of NO,. SCAQMD's daily significance threshold for NO, is 100 pounds per day. Therefore, construction emissions would have a potentially significant regional air quality impact regarding NOx emissions and would require mitigation. Mitigation Measure MM -AIR -1 would require the use of EPA Rated Tier 4 (or equivalent) engines on construction equipment. The use of Tier 4 (or equivalent) engines is applied to all equipment greater than 50 horsepower in each phase in order to be reduced to below a significant level. With implementation of this mitigation measures, maximum daily emissions of NO, would be 50.39 pounds per day, which is below the significance threshold of 100 pounds per day. Therefore, impacts related to violation of an air quality standard are reduced to less than significant with mitigation. 2. Cumulative Net Increase of Any Nonattainment Pollutant Impact AIR -3: The Project's construction emissions could result in a cumulatively considerable net increase of any nonattainment pollutant. a. Finding Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to the net increase of any nonattainment pollutant. Specifically, the following measure has been included to ensure that the Project's potential air quality impacts remain less than significant. A-13 Mitigation Measure MM -AIR -1. b. Facts in Support of Findings According to the SCAQMD, if an individual project results in air emissions of criteria pollutants (ROG, CO, NOx, SOx, PM10, and PM2.5) that exceed the SCAQMD's recommended daily thresholds for project -specific impacts, then it would also result in a cumulatively considerable net increase of these criteria pollutants for which the proposed Project region is in non -attainment under an applicable federal or state ambient air quality standard. As discussed above, the Project's emissions during construction would exceed SCAQMD's regional threshold of significance for NOx. Therefore, when considered in addition to other projects in the cumulative scenario, the Project's incremental contribution of NOx emissions to impacts on air quality would be cumulatively considerable. However, with implementation of Mitigation Measure MM - AIR -1, the Project's NOx emissions would not exceed the SCAQMD regional threshold and cumulative air quality impacts would be reduced to a less than significant level. 3. Construction — Expose Sensitive Receptors to Substantial Pollutant Concentrations Impact AIR -3: The Project's construction emissions could expose sensitive receptors to substantial pollutant concentrations. a. Finding Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to exposing sensitive receptors to substantial pollutant concentrations. Specifically, the following measures have been included to ensure that the Project's potential air quality impacts remain less than significant. Mitigation Measure MM -AIR -1 Mitigation Measure MM -AIR -2: During earthmoving and construction phases, use water trucks to spray unpaved roads and exposed soils on the Project site at least four times per day to keep all areas where vehicles move damp enough to prevent dust raised when leaving the site. In addition, require all vehicles and off-road equipment to limit maximum speed on unpaved roads within the Project site to 15 miles per hour. b. Facts in Support of Findings Residential apartment units located immediately adjacent to the southwest of the Project site, approximately 65 feet (25 meters) from the Project boundary, are the nearest sensitive receptors, which means that construction emissions were compared to the 1.9 -acre site localized significance thresholds (LST) (listed in Table 3.2-5 of the Draft SEIR) for a receptor distance of 82 feet (25 meters) from the site boundary. Based on SCAQMD guidance (specifically, the Fact Sheet for Applying CaIEEMod to Localized A-14 Significance Thresholds (Fact Sheet), found under the heading Appendix C- Mass Rate LST Look -up Table under the guidance page located at (http://www.agmd.gov/home/regulations/ceqa/air-quality-analysis-handbook/localized- significance-thresholds), the determination of significance based on 1.8 acres of disturbance per day was interpolated for this analysis. For PM10, the LST is 6.4 pounds per day; for PM2.5, the LST is 3.8 pounds per day. During grading and excavation phases of construction, emissions would exceed LSTs for PM10 (10.4 pounds per day) and PM2.5 (7.0 pounds per day). Mitigation Measure MM -AIR -1 requires all construction equipment to have EPA Rated Tier 4 (or equivalent) engines during each phase. Mitigation Measure MM -AIR -2 requires the Project site's unpaved roads used for any vehicular travel to be watered at least four times per eight-hour workday to reduce fugitive dust emissions to below a significant level. With implementation of these mitigation measures, maximum daily emissions of PM10 would be 5.6 pounds and maximum daily emissions of PM2.5 would be 3.1, which are both below the LSTs for nearby sensitive receptors. Therefore, impacts related to exposure of sensitive receptors to pollutants are reduced to less than significant with mitigation. C. CULTURAL RESOURCES 1. Historical and Archaeological Resources Impact CUL -1: The results of archival research, geoarchaeological review, Tribal correspondence, and field survey suggest the Project area is sensitive for cultural resources. Although the lack of identified subsurface archaeological materials greatly reduces the likelihood of encountering buried archaeological resources as a result of Project implementation, it does not preclude this possibility entirely. The possibility exists of encountering buried archaeological resources that may be considered historical resources or unique archaeological resources pursuant to CEQA. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to historical and archaeological resources. Specifically, the following measures have been included to ensure that the Project's potential historical and archaeological resources impacts remain less than significant. Mitigation Measure MM -CUL -1: Prior to issuance of a grading permit and prior to the start of any ground -disturbing activity, the applicant shall retain a qualified archaeologist, defined as an archeologist meeting the Secretary of the Interior's Professional Qualification Standards for archeology (U.S. Department of Interior 2012) and as approved by the City of Temecula, to provide archeological expertise in carrying out all A-15 mitigation measures related to archeological resources (Mitigation Measures CUL -2 and -3). Mitigation Measure MM -CUL -2: Prior to the start of ground -disturbing activities, the qualified archaeologist shall designate an archaeological monitor to observe ground -disturbing activities, including but not limited to brush clearance and grubbing, grading, trenching, excavation, and the construction of fencing and access roads, in consultation with the Pechanga monitor. If ground -disturbing activities occur simultaneously in two or more areas located more than 500 feet apart, additional archaeological monitors may be required. The archaeological monitor shall keep daily logs. After monitoring has been completed, the qualified archaeologist shall prepare a monitoring report that details the results of monitoring activities, which shall be submitted to the City, Pechanga Tribe, and to the EIC at the University California, Riverside. Mitigation Measure MM -CUL -3: At least 30 days prior to issuance of a grading permit and prior to the start of any ground -disturbing activity, the Project Applicant shall contact the Pechanga Tribe to notify the Tribe of grading, excavation and the monitoring program, and to coordinate with the Tribe to develop and enter into a Cultural Resources Treatment and Monitoring Agreement (Agreement). The Agreement will address the treatment of known cultural resources; appropriate treatment and procedure for inadvertent discoveries; the designation, responsibilities, and participation of Native American Tribal monitors during grading, excavation and ground disturbing activities; Project grading and development scheduling; terms of compensation for the monitors; and treatment and final disposition of any cultural resources, sacred sites, and human remains discovered on the site. The Pechanga Tribal monitor shall monitor all ground -disturbing activities including, but not limited to, brush clearance and grubbing, grading. trenching, excavation, and the construction of fencing, as specified in the Agreement, and in consultation with the Project archeologist. If ground - disturbing activities occur simultaneously in two or more locations, additional Native American monitors may be required. Mitigation Measure MM -CUL -4: If inadvertent discoveries of subsurface cultural resources are discovered during ground -disturbing activities, the Project Applicant, the Project qualified Archaeologist, and the Pechanga Tribe shall assess the significance of such resources and shall meet and confer regarding the mitigation for such resources. Pursuant to PRC Section 21083.2(b), avoidance is the preferred method of preservation for archaeological resources. If the Project Applicant and the Pechanga Tribe cannot agree on the significance or the mitigation for such resources, these issues will be presented to the Planning Director for decision. The Planning Director will make the determination based on the provisions of A-16 the California Environmental Quality Act with respect to archaeological resources and will take into account the religious beliefs, customs, and practices of the Pechanga Tribe. Notwithstanding any other rights available under the law, the decision of the Planning Director will be appealable to the City Planning Commission and/or City of Temecula City Council. Mitigation Measure MM -CUL -5: The landowner shall relinquish ownership of all cultural resources, including sacred items. Burial goods and all archaeological artifacts that are recovered as a result of Project implementation to the Pechanga Tribe for proper treatment and disposition as outlined in the Agreement (Mitigation Measure CUL -3). Mitigation Measure MM -CUL -6: All sacred sites, should they be encountered within the Project area, shall be avoided and preserved as the preferred mitigation, if feasible. b. Facts in Support of Findings There are no current, known archeological or built environment resources in the Project Site that are listed in or eligible for listing in the California Register or local register, or that may be considered unique archaeological resources. As such, there would be no impact to known historical or unique archaeological resources. Nonetheless, archival research indicates the Project Site lies within an area that is highly sensitive for cultural resources. The lack of identified subsurface archaeological materials within or immediately adjacent to the Project site greatly reduces the likelihood of encountering buried archaeological resources, but it does not preclude this possibility entirely. As such, there exists the possibility of encountering buried archaeological resources that may be considered historical resources or unique archaeological resources pursuant to CEQA. Mitigation Measures MM -CUL -1 through MM -CUL -6 require specific measures to ensure that any such resources would be identified and any impacts to the resources would be avoided. Therefore, these mitigation measures would ensure that impacts would be reduced to less than significant. 2. Paleontological Resources Impact CUL -2: The Project could not directly or indirectly destroy a unique paleontological resource or site or unique geological feature. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to paleontological resources. Specifically, the following measure has been included to ensure that the Project's potential paleontological resources impacts remain less than significant. A-17 Mitigation Measure MM -CUL -7: In the event paleontological resources are discovered during Project implementation, the Project Applicant will notify the City's Planning Director and a qualified paleontologist, defined as one meeting the Society of Vertebrate Paleontology standards (Society of Vertebrate Paleontology, 1995). The paleontologist shall document the discovery as needed, evaluate the potential resource, and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. If fossil or fossil bearing deposits are discovered during construction, excavations within 50 feet of the find shall be temporarily halted or diverted until the discovery is examined by a qualified paleontologist. The paleontologist shall notify the appropriate agencies to determine procedures that would be followed before construction is allowed to resume at the location of the find. If the City determines that avoidance is not feasible, the paleontologist shall prepare an excavation plan for mitigating the effect of the Project on the qualities that make the resource important. The plan will be submitted to the City for review and approval prior to implementation. b. Facts in Support of Findings The Project vicinity is underlain by older Quarternary alluvium and the Pauba Formation. Previous resource assessments indicate a wide range of vertebrate fauna from the Rancholabrean North American Land Mammal Age have been recovered from older Quarternary alluvium in the vicinity of the proposed Project. Furthermore, the Pauba formation is known to contain vertebrate fossils of late Irvingtonian and early Rancholabrean ages. As such, the older Quaternary alluvium and the Pauba Formation have a high paleontological sensitivity and there exists the possibility that proposed Project implementation may impact paleontological resource or unique geological feature. Implementation of Mitigation Measure MM -CUL -7 would reduce potential impacts to paleontological resources to less than significant. 3. Human Remains Impact CUL -3: Because the Project would involve ground -disturbing activities, it is possible that such actions could unearth, expose, or disturb previously unknown human remains interred outside of a formal cemetery. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to human remains. Specifically, the following measure has been included to ensure that the Project's potential human remain disturbance impacts remain less than significant. A-18 Mitigation Measure MM -CUL -8: If human remains are encountered, California Health and Safety Code Section 7050.5 states that no further disturbance shall occur until the Riverside County Coroner has made the necessary findings as to origin. Further, pursuant to PRC Section 5097.98(b), remains shall be left in place and free from disturbance until a final decision as to the treatment and disposition has been made. If the Riverside County Coroner determines the remains to be Native American, the NAHC must be contacted within 24 hours. The NAHC must then immediately identify the MLD upon receiving notification of the discovery. The MLD shall then make recommendations within 48 hours and engage in consultation concerning the treatment of the remains as provided in PRC Section 5097.98 and the Agreement described in Mitigation Measure MM -CUL -3. b. Facts in Support of Findings No known human remains exist within the proposed Project vicinity. However, since the proposed Project would involve ground -disturbing activities, it is possible that such actions could unearth, expose, or disturb previously unknown human remains. Implementation of Mitigation Measure MM -CUL -8 would ensure that impacts are less than significant. 4. Tribal Cultural Resources Impact CUL -4: Project implementation may cause a substantial adverse change in the significance of a tribal cultural resource as defined in PRC 21074. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to tribal cultural resources. Specifically, the following measures have been included to ensure that the Project's potential tribal cultural resources impacts remain less than significant. Mitigation Measures MM -CUL -3, MM -CUL -4, MM -CUL -5, and MM -CUL - 6 b. Facts in Support of Findings While no tribal cultural resources were identified within the Project site, at least four resources were identified by the Pechanga Tribe within the immediate vicinity. Given the sensitivity of the broader area for archaeological, ethno-historic, and tribal cultural resources, the Pechanga Tribe considers the entire area to be highly sensitive for tribal cultural resources. Project activities, particularly ground -disturbing activities, have the potential to uncover previously unidentified resources that could be identified as tribal cultural resources. In light of this sensitivity, the Pechanga tribe has requested Native A-19 American monitoring of all ground disturbing activities associated with the Project. This request has been incorporated into the mitigation measures presented in this section. Implementation of Mitigation Measures MM -CUL -3 through MM -CUL -6 would reduce potential impacts to tribal cultural resource to less than significant. D. GEOLOGY AND SOILS 1. Seismic Groundshakinq Impact GEO-lb: The Project development could expose people or structures to potential substantial adverse effects from strong seismic groundshaking, including the risk of loss, injury or death. a. Findings The Project site is located in a seismically active region with active fault segments of the Elsinore fault zone located approximately 2,000 feet from the Project boundary. The Elsinore Fault Zone is one of the faults considered capable of producing significant groundshaking. If not designed appropriately, the proposed Project's structures could be damaged from significant groundshaking in a 6.7 or greater magnitude earthquake on the Elsinore or one of the other regional active faults. Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects to groundshaking to less than significant. Specifically, the following measures have been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM-GEO-1: Prior to issuance of a building permit, a final design level geotechnical report shall be prepared by a California registered geotechnical engineer or engineering geologist and submitted to the City in accordance with City, California Building Code (CBC) and engineering standards. The final report shall be based on the recommendations contained within the Preliminary Geotechnical report prepared for the Project site and include measures to incorporate seismic design measures that meets CBC requirements. The report shall address all geotechnical hazards including seismic design, liquefaction, soil stability, and any other geotechnical hazard identified at the site. b. Facts in Support of Findings The Project would be constructed in accordance with applicable City ordinances and policies and consistent with the most recent version of the CBC, which requires structural design that can accommodate ground accelerations expected from known active faults. In addition, the design -level geotechnical investigations would be prepared by a California registered Geotechnical Engineer or Engineering Geologist and recommendations would include final design parameters for any retaining walls, foundations, foundation slabs, and surrounding related improvements (cut slopes, utilities, roadways, parking lots and sidewalks). These recommendations, based on A-20 those contained within the preliminary geotechnical investigation prepared for the site would be necessary to reduce potential impacts associated with groundshaking. Therefore, with implementation of the seismic design requirements into construction specification as required by Mitigation Measure GEO-1, the impacts associated with the effects associated with groundshaking would be reduced to less than significant levels. 2. Construction Impacts to Soil Erosion Impact GEO-2: Construction of the Project could result in soil erosion of the loss of topsoil on the Project Site. a. Findings Construction of the Project has a potential to result in soil erosion or the loss of topsoil on the Project Site because construction would involve significant earthwork activities, including grading and stockpiling of soils. Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects to soil erosion to less than significant. Specifically, the following measures have been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM -HYD -1: As a condition of approval, the proposed Project shall be required to implement the Project -specific Water Quality Management Plan (WQMP), as required by the City of Temecula Stormwater Ordinance and as specified in the City's Jurisdictional Runoff Management Plan, which will ensure that the final Project designs implement specific water quality features to meet the City's Municipal Separate Storm Sewer System (MS4) Permit and Stormwater Ordinance requirements. The WQMP shall be reviewed and approved by the City of Temecula prior to the issuance of a building or grading permit. Mitigation Measure 3.5-1 (from OTSP Program EIR): Prior to the issuance of a grading or building permit for individual Projects, the Project developer shall file a Notice of Intent (NOI) with California to comply with the requirements of the NPDES General Construction Permit (Municipal Code, Chapter Chapter 8.24). This would include the preparation of a SWPPP incorporating construction BMPs for control of erosion and sedimentation contained in stormwater runoff. b. Facts in Support of Findings These mitigation measures require the implementation of construction BMPs, which would be detailed in the SWPPP as required by the Construction General Permit from the NPDES program, as further discussed in the Hydrology and Water Quality section, and the preparation of a WQMP, as required by the City Stormwater Ordinance. Although these measures are intended to prevent sedimentation from entering runoff from the site, they generally prevent soil erosion and loss of topsoil occurring at a A-21 construction site. Therefore, with adherence to these mitigation measures, potential construction -related erosion would be reduced to less than significant. 1. Unstable or Expansive Soils Impact GEO-3 and GEO-4: The Project could result in subsidence, liquefaction, lateral spreading, expansion or collapse as a result of being located on a geologic unit or soil that is unstable or that would become unstable as a result of the proposed Project. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to unstable or expansive soils to less than significant. Specifically, the following measure has been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM-GEO-1 b. Facts in Support of Findings The Project would be required to adhere to City building code requirements, which include the preparation of a design -level geotechnical investigation by a state licensed geotechnical engineer and included as part of Mitigation Measure MM-GEO-1. The final required geotechnical report for the Project would determine the susceptibility of the subject site to settlement and prescribe appropriate engineering techniques for reducing its effects based on site specific data of subsurface soils. The preliminary geotechnical report prepared for the Project provides a basis of conditions that are expected to occur but a final geotechnical report with specific design criteria would be required to obtain a building permit. The final geotechnical report would determine appropriate foundation requirements, footing size, fill placement, grading, and then any structural engineering specific to the proposed elements of the Project. Therefore, implementation of standard geotechnical engineering practices, which includes a geotechnical investigation containing recommendations that are specific to the Project design, and adherence to City and CBC building code requirements would result in less than significant impacts from unstable soils and other adverse soil properties. E. HAZARDS AND HAZARDOUS MATERIALS 1. Construction — Upset or Accidental Release of Hazardous Materials. Impact HAZ-2: The Project could create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment. A-22 a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to hazardous materials. Specifically, the following measure has been included to ensure that the Project's potential hazardous material impacts remain less than significant. Mitigation Measure MM HAZ-1: As a condition of approval for a grading permit, the use of construction BMPs shall be implemented as part of construction to minimize the potential negative effects of accidental release of hazardous materials to groundwater and soils. These shall include the following: • Follow manufacturer's recommendations on use, storage and disposal of chemical products used in construction; • Avoid overtopping construction equipment fuel gas tanks; • During routine maintenance of construction equipment, properly contain and remove grease and oils; and • Properly dispose of discarded containers of fuels and other chemicals in accordance with manufacturer's specifications and local and state regulations. All the BMPs shall be in accordance with the most recent version of the California Stormwater Quality Association (CASQA) BMP Handbook for construction and included in contract specifications. b. Facts in Support of Findings The onsite storage and/or use of large quantities of materials capable of impacting soil and groundwater are not typically required for a Project of this proposed size and type. However, construction activities would require the use of certain hazardous materials such as fuels, oils, solvents, and glues. The inadvertent release of large quantities of these materials into the environment could adversely impact soil, surface waters, or groundwater quality. As such, Mitigation Measure MM-HAZ-1 requires the implementation of best management practices to minimize the potential negative effects of accidental release of hazardous materials to groundwater and soils. Therefore, with implementation of Mitigation Measure MM-HAZ-1, impacts would be reduced to less than significant. A-23 F. HYDROLOGY AND WATER QUALITY 1. Construction — Water Quality or Waste Discharge Impact HYD -1 and HYD -6: Construction activities associated with the Project would not violate water quality standards or waste discharge requirements or otherwise substantially degrade water quality. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to water quality and waste discharge. Specifically, the following measure has been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM -HYD -1: As a condition of approval, the proposed Project shall be required to implement the Project -specific Water Quality Management Plan (WQMP), as required by the City of Temecula Stormwater Ordinance and as specified in the City's Jurisdictional Runoff Management Plan, which will ensure that the final Project designs implement specific water quality features to meet the City's Municipal Separate Storm Sewer System (MS4) Permit and Stormwater Ordinance requirements. The WQMP shall be reviewed and approved by the City of Temecula prior to the issuance of a building or grading permit. b. Facts in Support of Findings During construction, potential impacts on water quality are related to sediments, turbidity, and certain pollutants that might be associated with sediments (e.g., phosphorus and legacy pesticides). Construction -related activities that are primarily responsible for sediment releases are related to exposure of soils to rainfall/runoff and wind and include removal of vegetation, grading, and excavation. Other pollutants that are of concern during construction include waste materials, chemicals, concrete, and petroleum products used in building construction or the maintenance of heavy equipment. The Project construction would require disturbance of more than one acre, and thus would be required to obtain coverage under the statewide NPDES Construction General Permit (as also required by Mitigation Measure MM -3.5-1), which is contained within the OTSP Program EIR and applies to this Project). The Construction General Permit requires the development to prepare and implement a SWPPP, which would identify the sources of sediment and other pollutants that may affect the quality of storm water discharges during construction and describe the implementation and maintenance various BMPs to reduce or eliminate the potential for sediment or pollutants to come into contact with stormwater runoff during construction. With the application of the these regulations, construction -related impacts to water quality from the Project would be less than significant. A-24 Operation of the new development at the Project site would be required to comply with the development planning requirements of the San Diego Regional Water Quality Control Board (SDRWQCB) MS4 permit in effect at the time of construction and prepare a Project -specific WQMP as required by the City of Temecula Stormwater Ordinance, per Mitigation Measure MM -HYD -1. These regulations include implementation of non- structural, structural, and source control and treatment control BMPs during the planning process prior to Project approval for development projects. The SDRWQCB MS4 permit and the City of Temecula Stormwater Ordinance require that the Project - specific WQMP shall include a drainage hydrologic/hydraulic analysis that details the site's anticipated runoff calculations. With implementation of these requirements, the Project would not result in adverse impacts to water quality. 2. Drainage Pattern Alteration and Stormwater Facilities Impact HYD -4 and HYD -5: The Project could substantially alter the existing drainage pattern of the site such that increases in runoff result in flooding on or offsite or exceed the capacity of existing or planned infrastructure. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to drainage patterns. Specifically, the following measure has been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM -HYD -2: Prior to issuance of a grading permit, a final drainage study shall be prepared by a registered civil engineer and submitted to Public Works with the initial grading plan check in accordance with City, Riverside County and engineering standards. The final study shall identify storm water runoff quantities (to mitigate the 100 - year storm event) from the development of this site and upstream of the site, and shall identify all existing or proposed drainage facilities intended to discharge this runoff. Runoff shall be conveyed to an adequate outfall capable of receiving the storm water runoff without damage to public or private property; the final study shall include a capacity analysis verifying the adequacy of all facilities. If the receiving facilities are determined to be under capacity, then other improvements to existing or proposed drainage facilities shall be incorporated into the final design in accordance with Public Works requirements. b. Facts in Support of Findings Runoff generated on and off the site during construction would have the potential to exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff. The proposed drainage pattern would generally be the same during Project construction when compared with the pre -Project condition. As a result, runoff conditions would not substantially change during A-25 construction activities. However, construction BMPs would be in place during storm events as required by the Construction General Permit, which would reduce the potential for stormwater to come into contact with pollutants and integrate it into surface water, to the maximum extent practicable. BMPs have proven effective at substantially reducing or eliminating runoff during construction. As a result, construction activities would not result in runoff that would exceed the capacity of the adjacent existing drainage system capacity or provide substantial additional sources of polluted runoff. Impacts to existing stormwater drainage facilities during construction would be less than significant. A conceptual drainage plan and WQMP has already been prepared for the site to address how the Project would comply with drainage control requirements. The analyses determined drainage management areas for the Project, calculations for Low Impact Development (LID) BMP facilities, potential pollutants of concern, and a preliminary design. As part of Mitigation Measure MM -HYD -2, a final drainage study would be prepared by an engineer that would verify the capacity of the existing receiving drainage facilities in accordance with City of Temecula requirements. Implementation of Mitigation Measure HYD -2 and adherence to the requirements found in the MS4 permit would ensure no substantial increases in stormwater runoff would occur and that the existing capacity of storm water drainage systems would not be exceeded. G. NOISE 1. Operations — Permanent Increase in Ambient Noise Levels Impact NOI-3: Operation of the proposed Project could result in a substantial permanent increase in ambient noise levels in the Project vicinity above existing levels. a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to permanent increase in noise levels. Specifically, the following measures have been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM -N01-4: • Building equipment (e.g., HVAC units) shall be located away from nearby residences, on building rooftops, and properly shielded by either the rooftop parapet or within an enclosure that effectively blocks the line of sight of the source from the nearest receptors. The resultant HVAC noise level shall not exceed 45 dBA at the nearest receptors. A-26 • In order to avoid noise -sensitive hours, commercial and retail shall prohibit loading and unloading activities between the nighttime hours of 10:00 PM and 7:00 AM. • To further address the nuisance impact of loading dock/truck delivery noise, all loading areas for commercial and retail uses shall be located at the rear or sides of buildings within the commercial and mixed-use districts, where noise can be directed away from residential uses within the mixed use areas of the Project. Mitigation Measure MM -N01-5: If necessary to comply with the interior noise requirements of the City of Temecula and achieve an acceptable interior noise level, noise reduction in the form of sound -rated assemblies (i.e., windows, exterior doors, and walls) shall be incorporated into Project building design, based upon recommendations of a qualified acoustical engineer. Final recommendations for sound -rated assemblies will depend on the specific building designs and layout of buildings on the site and shall be determined during the design phase. b. Facts in Support of Findings As part of the proposed Project, new mechanical equipment, such as heating, ventilation, and air conditioning units (HVAC), would be installed on the hotel building. Such rooftop HVAC units typically generate noise levels of approximately 55 dB at a reference distance of 100 feet from the operating units during maximum heating or air conditioning operations. The noise level of the HVAC, if on the edge of the building nearest the sensitive receptors, could exceed the City of Temecula's 65 dBA noise standard. Delivery trucks are expected to be used during on-site commercial operations. An idling truck at 50 feet was found to produce noise levels of 72 dBA Leq, and a passing truck at 50 feet was found to produce noise levels of 68 dBA Leq. Cal -OSHA also requires backup beepers to be at least 5 dBA above ambient noise levels. Because the truck delivery access point would be the furthest point of the Project site away from sensitive receptors (approximately 500 feet), the truck deliveries are not anticipated to impact nearby residences. The Project -specific traffic analysis revealed that traffic impacts for the proposed Project would be less than significant and no mitigation measures would be required. Therefore, noise impacts related to operational traffic are expected to be less than significant. The OTSP Program EIR determined that residences in the Project area would be subject to Title 24 of the California Code of Regulations, which requires an interior noise standard of DNL 45 dBA in any habitable room. Although the proposed Project is a hotel project, it is also subject to Title 24 Building Codes. Therefore, hotel rooms located along affected roads exceeding 65 dBA would require sound -rated assemblies at the exterior facades of project buildings. The OTSP Program EIR also included Mitigation A-27 Measures MM -N01-4 and MM -N01-5 to reduce indoor noise exposure to within City of Temecula and State standards. Compliance with the mitigation measures contained in the OTSP Program EIR, and herein incorporated by reference would reduce operational noise impacts to Tess than significant levels. H. TRAFFIC AND CIRCULATION 1. Cumulative Intersection Level of Service Impact Cumulative CIR-1: The proposed Project would result in significant impacts at the following intersections under Cumulative Conditions: • Rancho California Road / Old Town Front Street (AM and PM peak hours) a. Findings Changes or alterations have been required in or incorporated into the Project which avoid or substantially lessen the potentially significant environmental effects related to traffic under existing (2016) conditions. Specifically, the following measure has been included to ensure that the Project's potential impacts remain less than significant. Mitigation Measure MM-CUM-CIR-1. The Project applicant shall contribute fair -share funding (2%) towards the optimization of the AM peak hour traffic signal coordination timing plan. Since Rancho California Road operates an Adaptive Traffic Signal System, the entire corridor will require optim ization. b. Facts in Support of Findings The City of Temecula's significance criteria states that a traffic impact is considered significant if the addition of Project traffic causes the intersection LOS to decrease to worse than LOS D during peak hours. For intersections currently operating at LOS E or F, a project impact will be considered significant if the project causes the delay at a signalized intersection to increase by more than 2 seconds or adds more than 20 peak hour trips to the critical movement of an unsignalized intersection. All of the study intersections would operate acceptably at LOS D or better with and without the proposed Project, with the exception of the following location, which would operate at LOS E during the AM peak hour and LOS F during the PM peak hour: • Rancho California Road / Old Town Front Street (AM and PM peak hours) The intersection at Rancho California Road and Old Town Front Street currently operates at LOS E (AM) and F (PM); the proposed Project's contribution to LOS E conditions during the AM peak hour in combination with cumulative projects, is considered a significant impact because the intersection delay would increase by more than two seconds. Therefore, a significant cumulative impact would occur at the A-28 Rancho California Road and Old Town Front Street intersection. However, implementation of Mitigation Measure MM-CUM-CIR-1 would require the Project applicant to contribute fair -share funding towards optimization of the AM peak hour traffic signal coordination timing plan. This would reduce delay time at the intersection and would reduce this cumulative impact to less than significant with the incorporation of mitigation. VII. Environmental Effects that Remain Significant and Unavoidable After Mitigation. In the environmental areas of Greenhouse Gas (GHG) Emissions and Noise and Vibration, there are instances where potential environmental impacts would remain significant and unavoidable, as discussed below: A. GREENHOUSE GAS EMISSIONS 1. Generation of GHG Emissions Impacts Impact GHG-1: The Project would generate GHG emissions, either directly or indirectly, that may have a significant impact on the environment. Impact GHG-2: The Project would conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases. a. Findings The OTSP Program EIR determined that implementation of the full build -out of the OTSP Amendment would result in the generation of GHG emissions from construction and operations that would exceed SCAQMD's GHG screening threshold, and therefore would be considered a potentially significant impact. The GHG analysis contained in the OTSP Program EIR was incorporated in Chapter 3.0, Summary of Findings from the OTSP Program EIR, of the Project Draft SEIR. Changes or alterations have been required in or incorporated into the Project that reduce the impacts related to GHG emissions. The below mitigation measures from the OTSP Program EIR are required in order to reduce GHG emissions impacts to the maximum extent feasible. Mitigation Measure 3.3-1 (from the OTSP Program EIR): The applicant shall require implementation of all feasible energy efficiency and GHG reduction measures, including but not limited to the following measures. Energy Efficiency • Design buildings to be energy efficient. • Install efficient lighting and lighting control systems. Use daylight as an integral part of lighting systems in buildings. A-29 • Install light colored "cool" roofs, cool pavements. • Provide information on energy management services for large energy users. • Install energy efficient heating and cooling systems, appliances and equipment, and control systems. • Install light emitting diodes (LEDs) for traffic, street and other outdoor lighting. Water Conservation and Efficiency • Create water -efficient landscapes. • Install water -efficient irrigation systems and devices, such as soil moisture -based irrigation controls. • Design buildings to be water -efficient. Install water -efficient fixtures and appliances. • Restrict watering methods (e.g., prohibit systems that apply water to non -vegetated surfaces) and control runoff. • Restrict the use of water for cleaning outdoor surfaces and vehicles. • Implement low -impact development practices that maintain the existing hydrologic character of the site to manage storm water and protect the environment. (Retaining storm water runoff on-site can drastically reduce the need for energy -intensive imported water at the site.) • Devise a comprehensive water conservation strategy appropriate for the project and location. The strategy may include many of the specific items listed above, plus other innovative measures that are appropriate to the specific project. • Provide education about water conservation and available programs and incentives. Solid Waste Measures • Reuse and recycle construction and demolition waste (including, but not limited to, soil, vegetation, concrete, lumber, metal, and cardboard). • Provide interior and exterior storage areas for recyclables and green waste and adequate recycling containers located in public areas. Land Use Measures • Include mixed-use, infill, and higher density in development projects to support the reduction of vehicle trips, promote alternatives to individual vehicle travel, and promote efficient delivery of services and goods. Transportation and Motor Vehicles • Limit idling time for commercial vehicles, including delivery and construction vehicles. • Use low or zero -emission vehicles, including construction vehicles. b. Facts in Support of Findings The OTSP Program EIR determined that implementation of the full build -out of the OTSP Amendment would result in approximately 12,004 metric tons (MT) of CO2e per year from construction and approximately 192,657 MT CO2e per year from operations, which was considered a potentially significant impact. The OTSP Program EIR included a list of GHG reduction measures, incorporated above as Mitigation Measure 3.3-1, from the State of California Attorney General's office that could be applied to a diverse range of projects in order to reduce GHG emissions. However, since the project would result in GHG emissions that would exceed the major source threshold (25,000 MT CO2e per year) and the SCAQMD GHG screening threshold (3,000 MT CO2e per year), the OTSP Amendment would potentially conflict with the state's ability to meet the AB 32 goals. Even with implementation of all measures that are feasible from Mitigation Measure 3.3-1 listed above, build -out of the OTSP Amendment was considered to be a major source of greenhouse gases and would exceed the SCAQMD GHG screening threshold. Consequently, the increase in greenhouse gases from implementation of the OTSP places the project in conflict with the goal of the state to reduce up to 169 million metric tons CO2e/year. The OTSP Program EIR determined impacts related to GHG emissions would be significant. Implementation of the proposed Project would not introduce any new land uses that were not already accounted for in the certified OTSP Program EIR. The Project would involve an amendment to the OTSP that would relocate a portion of the Hotel Overlay zone to the Project site and would not change the overall intensity or distribution of uses in the Specific Plan area. The GHG emissions resulting from the construction and operation of the Project are cumulative in nature. Therefore, Project -specific emissions are accounted for in the OTSP Program EIR and there would be no additional emissions as a result the Project. Since the OTSP Program EIR determined that impacts from GHG emissions would be considered significant and unavoidable, the proposed Project would also have significant and unavoidable impacts related to GHG em issions. A-31 B. NOISE AND VIBRATION 1. Construction Noise Impacts Impact NOI-1: The Project would result in the exposure of persons to, or generation of, noise levels in excess of standards established in the local general plan or noise ordinance. Impact NOI-2: The Project would exposure of persons to, or generation of, excessive ground -borne vibration or ground -borne noise levels Impact NOI-4: The Project would result in a substantial temporary or periodic increase in ambient noise levels in the Project vicinity above levels existing without the project. a. Findings During construction, the proposed Project has a potential to temporarily generate noise levels that may result in (1) exposure of persons to or generation of noise or ground - borne vibration levels in excess of applicable local standards and (2) a substantial temporary or periodic increase in ambient noise levels in the Project vicinity above levels existing without the Project. Changes or alterations have been required in or incorporated into the Project that reduce the impacts related to construction noise and vibration. The below mitigation measures are required in order to reduce construction noise and vibration impacts to the maximum extent feasible. Mitigation Measure MM -N01-1: • The applicant shall ensure, as specified in City of Temecula Ordinance No. 94-25, that no construction may occur within one-quarter (1/4) of a mile of any occupied residence during the following hours: o 6:30 PM to 6:30 AM, Monday through Friday. o Before 7:00 AM or after 6:30 PM, Saturday. o At any time on Sunday or any nationally recognized holiday. • The applicant shall ensure that all construction equipment will have properly operating mufflers. • The applicant shall ensure that all construction staging shall be performed as far as possible from occupied dwellings. A-32 • The applicant shall ensure that signs shall be posted at the construction sites that include permitted construction days and hours, and a contact number for the job site. Mitigation Measure MM -N01-2: The construction contractor will conduct crack surveys before construction activities that could cause architectural damage to nearby structures. The survey will include any historic buildings or buildings in poor condition within 15 feet of construction. The surveys will be done by photographs, video tape, or visual inventory, and will include inside as well as outside locations. All existing cracks in walls, floors, and driveways should be documented with sufficient detail for comparison after construction to determine whether actual vibration damage occurred. A post -construction survey should be conducted to document the condition of the surrounding buildings after the construction is complete. The construction contractor would be liable for construction vibration damage to adjacent structures. Mitigation Measure NOI-3: Implement Temporary Noise Barriers. Implement the field -erected temporary noise barriers including but not limited to sound blankets on existing fences and walls or the use of freestanding portable sound walls, to block the line -of -site between construction equipment and noise -sensitive receptors during Project implementation. Noise barriers should be a minimum of 8 -feet -tall and continuous between the source of noise and adjacent or nearby noise - sensitive receptors. Noise barriers are most effective when placed directly adjacent to either the noise source or receptor. Place sound barriers around stationary sources and near windows, where feasible. Barrier construction may include, but not necessarily be limited to, using appropriately thick wooden panel walls (at least'/ inch thick), as shown in Figure 3.8-1, which are tall enough to block the line -of -sight between the dominant construction noise source(s) and the noise -sensitive receptor. Such barriers can reduce construction noise by 5 to 15 dBA at nearby noise -sensitive receptor locations, depending on barrier height and length, and the distance between the barrier and the noise -producing equipment or activity. Alternately, field -erected noise curtain assemblies could be installed around specific equipment sites or zones of anticipated mobile or stationary activity, resembling the sample shown in Figure 3.8-2. These techniques are most effective and practical when the construction activity noise source is stationary (e.g., auger or drill operation) and the specific source locations of noise emission are near the ground and can be placed as close to the equipment/activity-facing side of the noise barrier as possible. Barrier layout and other implementation details would vary by construction site. b. Facts in Support of Findings Construction of the proposed Project would require the use of heavy equipment during the grading and excavation activities at the Project site, installation of new utilities, paving, and building fabrication for the proposed residential buildings. Development activities would also involve the use of smaller power tools, generators, and other sources of noise. During each stage of development, there would be a different mix of equipment, which means that construction activity noise levels at and near the Project Site would fluctuate depending on the particular type, number, and duration of use of the various pieces of construction equipment. Under Municipal Code Section 9.20.040, the exterior noise standard for single-family residential use receptors is 65 dBA Ldn/CNEL. However, Section 9.20.070 (Exceptions) allows for construction -related exceptions from these noise standards if approved by the City Manager. The request for construction -related exceptions must be submitted in writing at least three working days in advance of the scheduled and permitted construction activity, and be accompanied with the appropriate inspection fee(s). Further, construction activities are prohibited between the hours of 6:30 P.M. and 7:00 A.M. Monday through Friday, and are allowed on Saturday only between 7:00 A.M. and 6:30 P.M. Construction activities are prohibited on Sundays and nationally recognized holidays. Existing sensitive receptors in the vicinity of the Project site consist of the residential apartment buildings located 65 feet southwest of the Project boundary. Because the nearest sensitive receptor is close to the Project site, construction activity would generate noise levels, which would result in a substantial increase in ambient noise levels at the nearby receptors. Therefore, the impact would be significant, as indicated in the OTSP Program EIR. To address significant construction noise impacts of a substantial increase in ambient noise levels, the proposed Project would be required to comply with noise Mitigation Measures MM -N01-1 and MM -N01-2, which were identified in the OTSP Program EIR. To further reduce construction noise levels at residences, Mitigation Measure MM-NOI- 3 would include the implementation of temporary noise barriers at construction activities. The barrier material is assumed to be solid and dense enough to demonstrate acoustical transmission loss that is at least 10 dBA greater than the estimated noise reduction effect. These suggested barrier types do not represent the only ways to achieve the indicated noise reduction in dBA; they represent examples of how such noise attenuation might be attained by an implemented measure under the right conditions. Implementation of Mitigation Measure MM -N01-1 would reduce construction noise levels at the nearby receptors, thereby, reducing the increase in ambient noise levels due to Project construction. However, mitigation measure NOI-1 may not be feasible to physically implement at the construction activities to achieve blocking line -of -sight between the construction noise sources and the nearby sensitive receptors. For example, temporary barriers may not feasibly be tall and or wide enough to block line - A -34 of -sight, and/or and the placement of temporary barriers could endanger construction crew members and equipment. Therefore, impacts would be potentially significant and unavoidable with regard to resulting in a substantial increase in ambient noise levels. The OTSP Program EIR determined that use of a large bulldozer for Project construction generates vibration levels of up to 0.089 PPV or 87 RMS at a distance of 25 feet. Implementation of mitigations measures would reduce vibration impacts. A large bulldozer would reduce to 80 RMS at 45 feet and increase to 0.2 PPV at 15 feet from operation. The OTSP Program EIR determined that this impact would be less than significant with implementation of OTSP Mitigation Measures MM -N01-1 and MM-NOI- 2. However, even with the implementation of these mitigation measures, construction of the proposed Project would result in significant and unavoidable temporary vibration impacts to the nearby sensitive receptors. Due to the proximity of the nearest residences to the Project site, it is anticipated that even with the implementation of the mitigation measures identified in the OTSP Program EIR, and additional measures proposed (i.e, noise barriers), construction of the proposed Project would potentially result in a substantial temporary increase in ambient noise levels at nearby sensitive receptors during construction. Therefore, the impact would be significant and unavoidable. No additional feasible mitigation measures are available to reduce construction noise impacts to sensitive receptors. VIII. Project Alternatives. The SEIR considered and analyzed three alternatives to the Proposed Project: Alternative 1—No Project Alternative (No Development); Alternative 2— Reduced Hotel with no Specific Plan Amendment Alternative; and Alternative 3— Commercial and Residential Use Alternative. The three alternatives that were analyzed in the SEIR are discussed below, including the basis for rejecting each alternative. In addition, comparison of the alternatives is available in Table 5-2 of the SEIR. Each alternative's environmental impacts are considered and analyzed, along with an analysis of whether it achieves any of the Project Objectives as shown below. • Provide an upscale lodging facility that will service both residents and tourists visiting Old Town Temecula; • Provide additional conference room facilities within Old Town Temecula; and • Create an aesthetically compatible development and minimize impacts to neighboring properties by designing with high quality architecture and signage. A-35 A. ALTERNATIVE 1—NO PROJECT ALTERNATIVE (NO DEVELOPMENT) 1. Summary of Alternative Alternative 1 evaluates the environmental impacts if the Project site were to remain in its current state for the foreseeable future. The Project site is comprised of approximately 1.8 acres of predominantly developed land in Old Town Temecula. The Project site is currently developed with approximately 22,424 square feet (SF) of several vacant buildings. An undeveloped parcel approximately 17,500 SF is located across Third Street where the proposed parking garage would be constructed. Under this alternative, the Project site would remain vacant and the proposed hotel and parking garage would not be built. The site would continue to contain the existing structures on the hotel site and vacant land on the garage site. Unimproved areas along Third Street would not be landscaped or improved in any way. 2. Reason for Rejecting Alternative Alternative 1 is the "No Build" alternative in which no development would occur on the Project Site. The Site would remain vacant, undeveloped land. Because no development or change would occur on the Project Site, no impacts would occur. As such, the proposed Project's impacts would generally be reduced under this Alternative. For aesthetics impacts, the existing Project site under Alternative 1 would not feature any additional sources of light and glare. No impacts to scenic vistas or resources would occur under this alternative. Under the proposed Project, the site would be developed with an aesthetic character in accordance with the design guidelines specified in the Old Town Specific Plan and visual quality of the site would be enhanced. Under Alternative 1, the existing site would remain vacant which degrades the existing visual character or quality of the site and its surroundings due to its current lack of unkempt appearance. Therefore, implementation of Alternative 1 would result in more negative aesthetic impacts than the proposed Project. Air quality impacts would be reduced compared to the proposed Project because Alternative 1 would result in no construction -related emissions (from construction activities, vehicles, and equipment), and no operational emissions (associated with increased traffic). With no construction and no additional traffic volumes or operational emissions, air emissions in the vicinity would remain unchanged. No impact to air quality would occur as a result of this alternative, so impacts would be reduced as compared to the proposed Project. No potential impacts to cultural resources would occur under Alternative 1 because no grading activities would occur that could unearth cultural resources or disturb paleontological resources. Under this alternative, there would be no changes to the site and thus no impact to cultural resources would occur, eliminating any potential Project impacts. A-36 Potential impacts to geology and soils, such soil erosion during construction, would not occur under Alternative 1. The Project site would not be developed. However, geology and soils effects under the proposed Project are not anticipated to be significant, so these differences would be negligible. Construction -related hazardous materials would not be brought to the site, nor would hazardous materials be used during operation of the proposed Project, such as landscaping sprays or household cleaning products. Therefore, this alternative would result in fewer impacts related to hazards and hazardous materials than the proposed Project. No increase of impervious surfaces and no change to the natural drainage patterns of the Project site would occur under Alternative 1. No improvements would be required for water quality treatment. Overall, this alternative would result in fewer effects related to hydrology and water quality than the proposed Project. Under Alternative 1, no change would occur to the existing conditions at the Project site. This alternative would involve no amendment or rezoning associated with the Specific Plan. Because no change to the existing land use or land use plans and policies related to the Project site would occur, this alternative would have no direct impact on land use at the site or in the vicinity. Alternative 1 would not result in any change to existing ambient noise levels and would introduce no new source of noise. Because the site would remain with the existing non- operational uses under this alternative, traffic -related noise attributable to the Project would not occur. This alternative would result in no impact related to noise at or in the vicinity of the Project site. The significant and unavoidable temporary construction noise impact would be completely avoided. Impacts would be reduced and the proposed Project construction -phase impacts would not occur. Under Alternative 1, no additional traffic would be generated by uses on the Project site, which is vacant or out of business, resulting in no impacts related to traffic and circulation. Thus, Alternative 1 would result in fewer impacts when compared to the proposed Project. Under Alternative 1, the Project site would not be developed and no increase demand for water, wastewater, or solid waste services would occur. No new water service or sewer line connections would be developed under Alternative 1. Thus, under Alternative 1, impacts to utilities and service systems would not occur. Overall, Alternative 1 would reduce environmental impacts compared to the proposed Project. However, Alternative 1 does not satisfy any of the three Project Objectives. Because Alternative 1 would result in no development of the Project Site, it would not provide an upscale lodging facility or conference room facilities that will service both residents and tourists visiting Old Town Temecula. Whereas the proposed Project satisfies each Project Object, Alternative 1 fulfills none of the Objectives. A-37 Thus, the City Council finds that Alternative 1 would not meet any of the Project Objectives. The City Council hereby finds that each of the reasons set forth above would be an independent ground for rejecting Alternative 1, and by itself, independent of any other reason, would justify rejection of Alternative 1. B. ALTERNATIVE 2—GENERAL PLAN ALTERNATIVE 1. Summary of Alternative Under this alternative, the Project site would be developed with a smaller, three-story hotel, which would include 90 rooms, and would be in accordance with the current Specific Plan land use designation for the Project site, which is Downtown Core (DTC). This alternative would still develop the parking garage. This alternative would not include the Specific Plan Amendment to relocate a portion of the Hotel Overlay (HO) onto the proposed Project site. The hotel would be developed on the existing DTC zoning district, where permitted uses include, but are not limited to hotels, art galleries, museums, restaurants, entertainment oriented uses, small scale boutique retailers such as gift, specialty food, and antique shops and similar retail uses, offices and service oriented uses. Hotels under three stories in the DTC zoning district are not subject to the Supplemental Standards and Special Use Standards in Section IV.G of the Old Town Specific Plan. 2. Reason for Rejecting Alternative Environmental impacts in the Biological Resources, Cultural Resources, Geology and Soils, and Hydrology and Water Resources correlate primarily with the footprint of site development because they relate to the location of a Project and the development of vacant land. A similar area would be disturbed under either Alternative 2 and the proposed Project. Therefore, Alternative 2 would have the same impact in these areas when compared to the proposed Project. Under Alternative 2, the site would be developed with a three-story hotel. Impacts to scenic vistas and scenic resources would be similar to the proposed Project since development of the hotel in either scenario would partially block views of the western viewshed from certain viewpoints. In addition, the hotel developed under Alternative 2 would also be required to comply with the DTC design guidelines and standards because these guidelines and standards apply to all buildings within the DTC or DTC/HO zoning districts. Therefore, the Alternative 2 hotel would be designed with architectural elements that are consistent with the Old Town Specific Plan and would be fitting with the visual character of its surroundings. Thus, implementation of Alternative 2 would result in similar aesthetic impacts compared to the proposed Project. Under Alternative 2, construction of the smaller hotel would result in a shorter construction schedule, fewer ground -disturbing activities and less construction equipment on site. Construction -related emissions from Alternative 2 would have fewer air quality impacts than the proposed Project. Operation of the smaller hotel would result in less energy usage by the building, fewer vehicle trips generated and reduced A-38 area source emissions produced on site, in comparison to the proposed Project. Therefore, implementation of Alternative 2 would have fewer air quality impacts than the proposed Project. Under Alternative 2, a similar area would be disturbed as the proposed Project, and thus, ground disturbing impacts to below ground cultural resources would be similar. The reduced building height under Alternative 2 would not impact cultural resources. However, the development envelope of Alternative 2 would be smaller, thus potential impacts to nearby potential historic structures would be reduced. Therefore, implementation of Alternative 2 would have fewer cultural resources impacts than the proposed Project. Under Alternative 2, the smaller hotel with a reduced building height would be developed with the same California Building Code guidelines and standards as the proposed Project, resulting in the same structural -related and geologic -hazard impacts as the proposed Project. Under Alternative 2, construction and operation of the smaller hotel would result in fewer amounts of hazardous materials that would be used, transported, stored and disposed in comparison to the proposed Project. However, the hotel developed under Alternative 2 would similarly be required to comply with all relevant permits and plans that address and limit the potential release of hazardous materials during construction and operation of the proposed Project. Therefore, Alternative 2 would result in similar, but slightly reduced, hazard -related impacts as the proposed Project. Similar to the proposed Project, Alternative 2 would increase impervious surfaces on the Project site. The smaller hotel under Alternative 2 would likewise be required to adopt a water quality management plan and best management practices to ensure that construction and operation of the hotel do not result in significant impacts to hydrology and water quality. The Project under Alternative 2 would require the same drainage modifications as the proposed Project. Alternative 2 would result in similar effects on hydrology and water quality as the proposed Project. Under Alternative 2, the smaller hotel would be developed on the current Specific Plan land use designation DTC zoning district and no OTSP amendment would be required, resulting in no land use impacts. According to the Specific Plan guidelines, a hotel under four stories is permitted in the DTC zoning district. The smaller hotel would be required to comply with the land use and urban development standards specified for the DTC and DTC/HO zoning districts, similar to the proposed Project. Therefore, Alternative 2 would result in similar land use impacts as the proposed Project. Like the proposed Project, Alternative 2 would increase ambient noise levels and would introduce a new source of noise at the Project site. Construction -related traffic would increase for both the proposed Project and Alternative 2. Traffic -related noise would also increase as a result of both this alternative and the proposed Project. Alternative 2 would generate less daily trips than the proposed Project. However, Alternative 2 would A-39 also have a significant and unavoidable temporary construction noise impact on the nearby sensitive receptors to the Project site. Under Alternative 2, the three-story hotel would have approximately 90 rooms, resulting in a total of approximately 735 daily trips, which is 499 daily trips less than the proposed Project's estimated 1,234 daily trips. Therefore, Alternative 2 would decrease the amount of vehicles in the surrounding circulation system and result in fewer impacts related to traffic and circulation compared to the proposed Project. The proposed Project would result in an increase in the demand for water, wastewater services, and solid waste disposal. Under Alternative 2, the Project site would be developed with a smaller hotel use and which would also increase the demand for water, wastewater, or solid waste services over existing conditions. However, because the hotel would be reduced in size and accommodate fewer guests under Alternative 2, there would be less water consumed and less wastewater generated than the proposed Project. Thus, implementation of Alternative 2 would result in fewer impacts related to utilities and service systems compared to the proposed Project. Overall, Alternative 2 would result in similar or reduced impacts in all environmental resource areas as compared to the proposed Project. Thus, Alternative 2 would overall result in lesser environment impacts. Alternative 2 would partially accomplish the objectives set forth by the Project. It would provide an upscale lodging facility, additional conference room facilities, and be aesthetically compatible within Old Town Temecula. However, Alternative 2 would provide only 90 lodging rooms, as compared to the 151 lodging rooms in the proposed Project. Because Alternative 2 would provide 61 fewer lodging rooms, it would not service the anticipated demand for lodging facilities for residents and tourists in the Old Town area and would not fulfill the DTC/HO designation's purpose of allowing a greater number of rooms to serve lodging needs. Thus, the City Council finds that Alternative 2 would not fully meet any of the Project Objectives. The City Council hereby finds that each of the reasons set forth above would be an independent ground for rejecting Alternative 2, and by itself, independent of any other reason, would justify rejection of Alternative 2. C. ALTERNATIVE 3—REDUCED DEVELOPMENT ALTERNATIVE 1. Summary of Alternative Under this alternative, a mixed-use commercial retail and residential development would be developed on the Project site, currently designated as DTC zoning district according to the Specific Plan. This alternative would not involve the development of a hotel and would not provide conference facilities and banquet rooms, as is provided by the proposed Project. The Project would not require a Specific Plan Amendment for rezoning. The Old Town Specific Plan Land Use and Urban Development standards permit the use of commercial retail and residential uses in the DTC zoning district. However, only attached and non -ground floor residential uses permitted in the DTC A-40 area along Old Town Front Street and Main Street. Alternative 3 would develop approximately 61,000 square feet of commercial uses and approximately 123,000 square feet of residential uses, consisting of 120 residential units. 2. Reason for Rejecting Alternative Under Alternative 3, the site would be developed with a mixed-use commercial and residential development with a four-story, 50 feet maximum height. Impacts to scenic vistas and scenic resources would be similar to the proposed Project, since development of the mixed-use building would also partially block views of the western viewshed from certain viewpoints. In addition, the development under Alternative 3 would also be required to comply with the DTC design guidelines and standards because these guidelines and standards apply to all buildings within the DTC or DTC/HO zoning districts. Therefore, the Alternative 3 development would be designed with architectural elements that are consistent with the Old Town Specific Plan guidelines and would be fitting with the visual character of its surroundings. Thus, implementation of Alternative 3 would result in similar aesthetic impacts compared to the proposed Project. Under Alternative 3, there would be a similar amount of construction -related emissions to the proposed Project due to comparable ground -disturbing activities, amount of construction equipment, and size of building footprint. Therefore, construction -related emissions from Alternative 3 would have similar air quality impacts than the proposed Project. Operation of the mixed-use commercial and residential development, however, would result in higher intensity energy usage by the building, greater vehicle trips generated and increased area source emissions produced on site in comparison to the proposed Project due to the permanent residency within the residential units. Therefore, implementation of Alternative 3 would have greater air quality impacts from operational emissions than the proposed Project. Under Alternative 3, a similar area would be disturbed as the proposed Project, and thus, impacts to below surface cultural resources would be similar. The development envelope of Alternative 3 would also be similar, thus potential impacts to nearby potential historic structures would be reduced. Therefore, implementation of Alternative 3 would have similar cultural resources impacts than the proposed Project. Under Alternative 3, the mixed-use development would also be developed with the same California Building Code guidelines and standards as the proposed Project, resulting in the same structural -related and geologic -hazard impacts as the proposed Project. Under Alternative 3, construction and operation of a mixed-use Project would result in similar amounts of hazardous materials that would be used, transported, stored and disposed in comparison to the proposed Project. In addition, the development under Alternative 3 would similarly be required to comply with all relevant permits and plans that address and limit the potential release of hazardous materials during construction A-41 and operation of the proposed Project. Therefore, Alternative 3 would result in similar hazard -related impacts as the proposed Project. Similar to the proposed Project, Alternative 3 would also increase impervious surfaces on the Project site. The mixed-use development under Alternative 3 would likewise be required to adopt a water quality management plan and best management practices to ensure that the construction and operation of the development does not result in significant impacts to hydrology and water quality. Alternative 3 would result in similar effects on hydrology and water quality as the proposed Project. Under Alternative 3, the site would be developed with a mixed-use development and would be developed on the current Specific Plan land use designation DTC zoning district. According to the Specific Plan guidelines, commercial and residential uses under four stories are permitted in the DTC zoning district. The development would be required to comply with the land use and development standards specified for the DTC and DTC/HO zoning districts, similar to the proposed Project. Additionally, development of Alternative 3 would not require a Specific Plan Amendment. Therefore, Alternative 3 would result in reduced land use impacts as the proposed Project. Like the proposed Project, Alternative 3 would increase ambient noise levels and would introduce a new source of noise at the Project site. Construction -related traffic would increase in the Project area for both the proposed Project and Alternative 3. Similar to the proposed Project, Alternative 3 would also have a significant and unavoidable temporary construction noise impact. Similarly, traffic -related noise would also increase as a result of this alternative; however, traffic would increase more with Alternative 3 than the proposed Project. Overall, Alternative 3 would result in greater noise impacts than the proposed Project. The proposed Project would result in an increase in traffic congestion at nearby intersections and would generate 1,234 daily trips. With Alternative 3, the amount of trips generated from the commercial and residential uses would be increased to 3,427 daily trips, resulting in greater impacts to traffic and circulation than the proposed Project. The proposed Project would result in an increase in the demand for water, wastewater services, and solid waste disposal compared to the existing non -operational uses at the site. The proposed Project would also result in approximately 3.8 million gallons per year (MGY) of water consumed and produce approximately 82.7 tons of waste per year. Under Alternative 3, the Project site would be developed with mixed use, commercial and residential uses, which would also increase the demand for water, wastewater, or solid waste services over existing conditions. Implementation of Alternative 3 would result in approximately 20.1 MGY of water consumed and produce approximately 119.9 tons of solid waste per year. Thus, implementation of Alternative 3 would result in greater impacts related to utilities and service systems compared to the proposed Project. A-42 Overall, Alternative 3 would result in similar or reduced impacts to aesthetics, cultural resources, geology and soils, hazardous materials, hydrology and land use in comparison to the Project. However, Alternative 3 would result in increased impacts to air quality, noise, traffic and circulation, and utilities in comparison to the Project. Thus, Alternative 3 would result in greater environment impacts and it is considered not the environmentally superior alternative. In addition, Alternative 3 would not accomplish all of the Project Objectives. Although Alternative 3 would develop an aesthetically compatible mixed-use development in Old Town Temecula, it would not provide an upscale lodging facility or additional conference room facilities in Old Town Temecula. Thus, the City Council finds that Alternative 3 would not fully achieve the benefits of the Project Objectives and does not avoid the Project's significant environmental impacts. The City Council hereby finds that each of the reasons set forth above would be an independent ground for rejecting Alternative 3, and by itself, independent of any other reason, would justify rejection of Alternative 3. A-43 Exhibit B Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measures Responsible Action Verification of Compliance Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Date Remarks Aesthetics Old Town Specific Plan Program EIR Mitigation Measures Measure 3.1-3a: The applicant shall ensure that all lighting fixtures shall contain "sharp cut-off' fixtures, and shall be fitted with flat glass lenses and internal and external shielding. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3b: The applicant shall ensure that all fixtures shall be parallel with the finished grade of the project site; no fixtures shall be tilted above a 90 -degree angle. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3c: The applicant shall ensure that site lighting systems shall be grouped into control zones to allow for open, closing, and night light/security lighting schemes. All control groups shall be controlled by an automatic lighting system utilizing a time clock, photocell, and low voltage relays. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3d: The applicant shall ensure that design and layout of the site shall take advantage of landscaping, on-site architectural massing, and off-site architectural massing to block light sources and reflection from cars. Pre -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3e: The applicant shall submit a lighting plan and photometric plan to be reviewed by the City of Temecula. The lighting plan shall include design features (such as those mentioned above) to minimize impacts of light and glare on the surrounding area. Pre -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3f: The City shall complete a post -installation inspection to ensure that the site is not excessively illuminated (such that lighting is not creating excessive glare, unreasonably competing for the public's attention or creating any roadway safety hazard) and that lighting sources are properly shielded. Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 1 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Measure 3.1-3g: In order to mitigate potential impacts to the Mount Palomar Observatory, all lighting plans shall be reviewed by the City to assure utilization of low pressure sodium vapor lamps; step-down lighting techniques; shielding to prevent upward and outward illumination; and compliance with the County Ordinance No. 655. Pre -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Measure 3.1-3h: The proposed Specific Plan amendment shall prohibit the use of highly reflective construction materials on exterior wall surfaces. The exterior of permitted buildings shall be constructed of materials such as high performance tinted non -mirrored glass, painted metal panels and pre- cast concrete or fabricated wall surfaces. Pre -Construction / Construction / Post -Construction City of Temecula City of Temecula Building Official or other Designee City of Temecula project approval and field verification and sign -off by City of Temecula Project -specific Mitigation Measures Mitigation Measure MM -AES -1: The project applicant would be required to implement the lighting reduction mitigation proposed in the OTSP Program EIR. The following light and glare standards shall be applied to the proposed project: • The applicant shall ensure that all lighting fixtures shall contain "sharp cut-off' fixtures, and shall be fitted with flat glass lenses and internal and external shielding. • The applicant shall ensure that all fixtures shall be parallel with the finished grade of the project site; no fixtures shall be tilted above a 90 -degree angle. • The applicant shall ensure that site lighting systems shall be grouped into control zones to allow for open, closing, and night light/security lighting schemes. All control groups shall be controlled by an automatic lighting system utilizing a time clock, photocell, and low voltage relays. • The applicant shall ensure that design and layout of the site shall take advantage of landscaping, on-site architectural massing, and off-site architectural massing to block light sources and reflection from cars. • The applicant shall submit a lighting plan and photometric plan to be reviewed by the City of Temecula. The lighting plan shall include design features (such as those mentioned above) to minimize impacts of light and glare on the surrounding area. • The City shall complete a post -installation inspection to ensure that the site is not excessively illuminated (such that lighting is not creating excessive glare, unreasonably competing for the public's Pre -Construction / Construction / Post -Construction City of Temecula City of Temecula Building Official or other Designee City of Temecula project approval and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 2 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Air Quality Old Town Specific Plan Program EIR Mitigation Measures attention or creating any roadway safety hazard) and that lighting sources are properly shielded. Measure 3.2-2a: The applicant shall ensure that a fugitive dust control • In order to mitigate potential impacts to the Mount Palomar City of Issuance of program is implemented pursuant to the provision of SCAQMD Rule 403. Temecula Observatory, all lighting plans shall be reviewed by the City to assure utilization of low pressure sodium vapor lamps; step-down lighting techniques; shielding to prevent upward and outward illumination; and compliance with the County Ordinance No. 655. Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-2b: Prior to grading and construction, the applicant shall be Pre -Construction City of • The proposed project shall prohibit the use of highly reflective construction materials on exterior wall surfaces. The exterior of permitted buildings shall be constructed of materials such as high performance tinted non -mirrored glass, painted metal panels and pre- cast concrete or fabricated wall surfaces. responsible for compliance with the following: Temecula Temecula Air Quality Old Town Specific Plan Program EIR Mitigation Measures Measure 3.2-2a: The applicant shall ensure that a fugitive dust control Construction City of City of Issuance of program is implemented pursuant to the provision of SCAQMD Rule 403. Temecula Temecula Building Official or other Designee Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-2b: Prior to grading and construction, the applicant shall be Pre -Construction City of City of Issuance of responsible for compliance with the following: Temecula Temecula Grading Permit • During clearing, grading, earth moving, or excavation, maintain Building Official and field equipment engines in proper tune. • After clearing, grading, earth moving, or excavation: or other Designee verification and sign -off by City of Temecula • Wet the area down, sufficient enough to form a crust on the surface with repeated soakings, as necessary, to maintain the crust and prevent dust pick up by the wind. • Spread soil binders. • Implement street sweeping as necessary. • During construction: • Use water trucks or sprinkler systems to keep all areas where vehicles move damp enough to prevent dust raised when leaving the site. • Wet down areas in the late morning and after work is completed for the day. Truax Hotel Project MMRP 3 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks • Use low sulfur fuel (0.05 percent by weight) for construction equipment. • Discontinue construction during second stage smog alerts. Measure 3.2-2c: Prior to grading and construction, the applicant shall be Pre -Construction / City of City of Issuance of responsible for compliance with the following. Construction Temecula Temecula Grading Permit • Require a phased schedule for construction activities to minimize Building Official and field daily emissions. • Schedule activities to minimize the amount of exposed excavated soil during and after the end of work periods. or other Designee verification and sign -off by City of Temecula • Treat unattended construction areas with water (disturbed lands which have been, or are expected to be, unused for four or more consecutive days). • Require the planting of vegetative ground cover as soon as possible on construction sites. • Install vehicle wheel -washers before the roadway entrance at construction sites. • Wash off trucks leaving the site. • Require all trucks hauling dirt, sand, soil, or other loose substances and building materials to be covered, or to maintain a minimum freeboard of two feet between the top of the load and the top of the truck bed sides. • Use vegetative stabilization, whenever possible, to control soil erosion from stormwater, especially on super pads. • Require enclosures or chemical stabilization of open storage piles of sand, dirt, or other aggregate materials. • Control off-road vehicle travel by posting driving speed limits on these roads, consistent with City standards. • Use electricity from power poles rather than temporary diesel or gasoline power generators. Measure 3.2-2d: Prior to grading and construction, the applicant shall be Pre -Construction / City of City of Issuance of responsible for the paving of all access aprons to the project site and the Construction Temecula Temecula Grading Permit maintenance of the paving. Building Official or other Designee and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 4 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Measure 3.2-2e: Prior to issuance of grading permits, the applicant shall be responsible for assuring that construction vehicles are equipped with proper emission control equipment to substantially reduce emissions. Pre -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-2f: Prior to issuance of grading permits, the applicant shall be responsible for the incorporation of measures to reduce construction- related traffic congestion into the project grading permit. Measures, subject to the approval and verification by the Public Works Department, shall include, as appropriate: • Provision of rideshare incentives. • Provision of transit incentives for construction personnel. • Configuration of construction parking to minimize traffic interference. • Measures to minimize obstruction of through traffic lanes. • Use of a flagman to guide traffic when deemed necessary. Pre -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-2g: Prior to the building/construction operations, applicant and individual contractors shall commit in writing to the following: • Scheduling receipt of construction materials outside of the peak travel period hours (i.e., 7:30 — 8:30 AM and 4:00 — 6:00 PM); • Routing construction traffic through areas of least impact sensitivity; and • Limiting lane closures and detours to off-peak travel periods. Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Where Feasible: Measure 3.2-3a: Construct on-site or off-site bus turnouts, passenger benches, and shelters. Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-3b: Provide shuttles to major rail transit centers of multi- modal stations. Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 5 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Measure 3.2-3c: Contribute to regional transit systems (e.g., right-of-way, capital improvements, etc.). Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-3d: Synchronize traffic lights on streets impacted by development. Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.2-3e: Set up resident worker training programs to improve job/housing balance. Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Project -specific Mitigation Measures Mitigation Measure MM -AIR -1: All off-road construction equipment with a horsepower (HP) greater than 50 shall be required to have USEPA certified Tier 4 interim engines or engines that are certified to meet or exceed the emission ratings for USEPA Tier 4 engines. A copy of each unit's certified tier specification or model year specification shall be available upon request at the time of mobilization of each applicable unit of equipment. Pre -Construction / Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Mitigation Measure MM -AIR -2: During earthmoving and construction phases, use water trucks to spray unpaved roads and exposed soils on the project site at least four times per day to keep all areas where vehicles move damp enough to prevent dust raised when leaving the site. In addition, require all vehicles and off-road equipment to limit maximum speed on unpaved roads within the project site to 15 miles per hour. Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 6 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Verification of Compliance Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Date Remarks Cultural Resources Old Town Specific Plan Program EIR Mitigation Measures Mitigation Measure 3.4-1a: Consistent with the City of Temecula's Pre -Construction City of City of Issuance of General Plan Goal 6 and Implementation Procedure OS -26 and OS -39, the Temecula Temecula Grading Permit Specific Plan Amendment shall include a new policy which requires that all qualified and field areas slated for development or other ground -disturbing activities shall be subject to a Phase I survey (including records search and archaeological survey) for archaeological resources on a project -specific basis prior to the Archaeologist verification and sign -off by City of Temecula City's approval of project plans. The survey shall be carried out by a qualified archaeologist in consultation with local Native American groups. If potentially significant archaeological resources are encountered during the survey, the City shall require that the resources are evaluated for their eligibility for listing on the National Register or California Register, and that recommendations are made for treatment of these resources if found to be significant, in consultation with the appropriate Native American groups. Any identified resources shall be avoided if feasible. Ground -disturbing activity in areas determined to be sensitive for cultural resources shall be monitored by a qualified archaeologist and Native American representative. Mitigation Measure 3.4-1b: Consistent with the City of Temecula's Pre -Construction City of City of Issuance of General Plan Goal 6 and Implementation Procedure OS -26 and OS -39, the Temecula Temecula Grading Permit Specific Plan Amendment shall include a new policy which states that qualified and field during construction, should prehistoric or historic subsurface cultural resources be discovered, all activity in the vicinity of the find shall stop and a qualified archaeologist will be contacted to assess the significance of the find according to CEQA Guidelines Section 15064.5. If any find is determined to be significant, the City and the archaeologist will determine, in consultation with local Native American groups, appropriate avoidance measures or other appropriate mitigation. All significant cultural materials recovered will be, as necessary and at the discretion of the consulting archaeologist and in consultation with local Native American groups, subject to scientific analysis, professional museum curation, and documentation according to current professional standards. Archaeologist verification and sign -off by City of Temecula Mitigation Measure 3.4-2a: Consistent with the City of Temecula's Pre -Construction City of City of Issuance of General Plan Goal 6 and Implementation Procedure OS -2, the Specific Temecula Temecula Grading Permit Plan Amendment shall include a new policy which states that all areas qualified and field slated for development or other ground -disturbing activities in the Specific Plan Area which contain structures 50 years old or older be surveyed and evaluated for their potential historic significance prior to the City's approval of project plans. The survey shall be carried out by a qualified historian or architectural historian meeting the Secretary of the Interior's Standards for Archaeologist verification and sign -off by City of Temecula Architectural History. If potentially significant resources are encountered Truax Hotel Project MMRP 7 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks during the survey, demolition or substantial alteration of such resources identified shall be avoided. If avoidance of identified historic resources is deemed infeasible, the City shall prepare a treatment plan to include, but not limited to, photo -documentation and public interpretation of the resource. Mitigation Measure 3.4-4a: Consistent with State law, CEQA Guidelines, and the City of Temecula's General Plan Goal 6 and Implementation Construction City of Temecula City of Temecula Issuance of Grading Permit Procedure OS -26 and OS -39, the Specific Plan Amendment shall include a qualified and field new policy which states that if human skeletal remains are uncovered during project construction, work in the vicinity of the find shall cease and the Riverside County coroner will be contacted to evaluate the remains, following the procedures and protocols set forth in Section 15064.5 (e)(1) of the CEQA Guidelines. If the County coroner determines that the remains are Native American, he or she will contact the Native American Heritage Archaeologist verification and sign -off by City of Temecula Commission, in accordance with Health and Safety Code Section 7050.5, subdivision (c), and Public Resources Code 5097.98 (as amended by AB 2641). The NAHC will then identify the person(s) thought to be the Most Likely Descendent of the deceased Native American, who will then help determine what course of action should be taken in dealing with the remains. Per Public Resources Code 5097.98, the landowner shall ensure that the immediate vicinity, according to generally accepted cultural or archaeological standards or practices, where the Native American human remains are located, is not damaged or disturbed by further development activity until the landowner has discussed and conferred, as prescribed in this section (PRC 5097.98), with the most likely descendants regarding their recommendations, if applicable, taking into account the possibility of multiple human remains. Mitigation Measure 3.4-5a: The Specific Plan Amendment shall include a Construction City of City of Issuance of new policy which states that in the event that paleontological resources are Temecula Temecula Grading Permit discovered, the project proponent will notify a qualified paleontologist. The qualified and field paleontologist will document the discovery as needed, evaluate the potential resource, and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. If fossil or fossil bearing deposits are discovered during construction, excavations within 50 feet of the find will be temporarily halted or diverted until the discovery is examined by a qualified paleontologist (in accordance with Society of Paleontologist verification and sign -off by City of Temecula Vertebrate Paleontology standards (Society of Vertebrate Paleontology, 1995)). The paleontologist will notify the appropriate agencies to determine procedures that would be followed before construction is allowed to resume at the location of the find. If the City determines that avoidance is not feasible, the paleontologist will prepare an excavation plan for mitigating Truax Hotel Project MMRP 8 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks the effect of the project on the qualities that make the resource important. The plan will be submitted to the City for review and approval prior to implementation. Project -specific Mitigation Measures Mitigation Measure MM -CUL -1: Prior to issuance of a grading permit and prior to the start of any ground -disturbing activity, the applicant shall retain a qualified archaeologist, defined as an archeologist meeting the Secretary of the Interior's Professional Qualification Standards for archeology (U.S. Department of Interior 2012) and as approved by the City of Temecula, to provide archeological expertise in carrying out all mitigation measures related to archeological resources (Mitigation Measures CUL -2 and -3). Pre -Construction City of Temecula City of Temecula qualified Archaeologist Issuance of Grading Permit and field verification and sign -off by City of Temecula Mitigation Measure MM -CUL -2: Prior to the start of ground -disturbing activities, the qualified archaeologist shall designate an archaeological monitor to observe ground -disturbing activities, including but not limited to brush clearance and grubbing, grading, trenching, excavation, and the construction of fencing and access roads, in consultation with the Pechanga monitor. If ground -disturbing activities occur simultaneously in two or more areas located more than 500 feet apart, additional archaeological monitors may be required. The archaeological monitor shall keep daily logs. After monitoring has been completed, the qualified archaeologist shall prepare a monitoring report that details the results of monitoring activities, which shall be submitted to the City, Pechanga Tribe, and to the EIC at the University California, Riverside. Pre -Construction City of Temecula City of Temecula qualified Archaeologist and Pechanga tribal representatives Issuance of Grading Permit; verification by City of Temecula in consultation with Pechanga Tribe Mitigation Measure MM -CUL -3: At least 30 days prior to issuance of a grading permit and prior to the start of any ground -disturbing activity, the project Applicant shall contact the Pechanga Tribe to notify the Tribe of grading, excavation and the monitoring program, and to coordinate with the Tribe to develop and enter into a Cultural Resources Treatment and Monitoring Agreement (Agreement). The Agreement will address the treatment of known cultural resources; appropriate treatment and procedure for inadvertent discoveries; the designation, responsibilities, and participation of Native American Tribal monitors during grading, excavation and ground disturbing activities; project grading and development scheduling; terms of compensation for the monitors; and treatment and final disposition of any cultural resources, sacred sites, and human remains discovered on the site. The Pechanga Tribal monitor shall monitor all ground -disturbing activities including, but not limited to, brush clearance and grubbing, grading, trenching, excavation, and the construction of fencing, as specified in the Agreement, and in consultation with the project archeologist. If ground - disturbing activities occur simultaneously in two or more locations, Pre -Construction/ Construction City of Temecula City of Temecula qualified Archaeologist and Pechanga tribal representatives Issuance of Grading Permit; verification by City of Temecula in consultation with Pechanga Tribe Truax Hotel Project MMRP 9 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks additional Native American monitors may be required. Mitigation Measure MM -CUL -4: If inadvertent discoveries of subsurface cultural resources are discovered during ground -disturbing activities, the project Applicant, the project qualified Archaeologist, and the Pechanga Tribe shall assess the significance of such resources and shall meet and confer regarding the mitigation for such resources. Pursuant to PRC Section 21083.2(b), avoidance is the preferred method of preservation for archaeological resources. If the project Applicant and the Pechanga Tribe cannot agree on the significance or the mitigation for such resources, these issues will be presented to the Planning Director for decision. The Planning Director will make the determination based on the provisions of the California Environmental Quality Act with respect to archaeological resources and will take into account the religious beliefs, customs, and practices of the Pechanga Tribe. Notwithstanding any other rights available under the law, the decision of the Planning Director will be appealable to the City Planning Commission and/or City of Temecula City Council. Construction City of Temecula City of Temecula qualified Archaeologist and Pechanga tribal representatives Verification by City of Temecula in consultation with Pechanga Tribe Mitigation Measure MM -CUL -5: The landowner shall relinquish ownership of all cultural resources, including sacred items, burial goods and all archaeological artifacts that are recovered as a result of project implementation to the Pechanga Tribe for proper treatment and disposition as outlined in the Agreement (Mitigation Measure CUL -3). Construction City of Temecula City of Temecula qualified Archaeologist and Pechanga tribal representatives Verification by City of Temecula in consultation with Pechanga Tribe Mitigation Measure MM -CUL -6: All sacred sites, should they be encountered within the project area, shall be avoided and preserved as the preferred mitigation, if feasible. Pre -Construction/ Construction City of Temecula City of Temecula qualified Archaeologist City of Temecula Project Approval Mitigation Measure MM -CUL -7: In the event paleontological resources are discovered during project implementation, the project Applicant will notify the City's Planning Director and a qualified paleontologist, defined as one meeting the Society of Vertebrate Paleontology standards (Society of Vertebrate Paleontology, 1995). The paleontologist shall document the discovery as needed, evaluate the potential resource, and assess the significance of the find under the criteria set forth in CEQA Guidelines Section 15064.5. If fossil or fossil bearing deposits are discovered during construction, excavations within 50 feet of the find shall be temporarily halted or diverted until the discovery is examined by a qualified paleontologist. The paleontologist shall notify the appropriate agencies to determine procedures that would be followed before construction is allowed to resume at the location of the find. If the City determines that avoidance is not feasible, the paleontologist shall prepare an excavation plan for Construction City of Temecula City of Temecula qualified Paleontologist and City Planning Director Issuance of Grading Permit, review of plans, field verification and sign -off by City of Temecula Truax Hotel Project MMRP 10 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks mitigating the effect of the project on the qualities that make the resource important. The plan will be submitted to the City for review and approval prior to implementation. Mitigation Measure MM -CUL -8: If human remains are encountered, California Health and Safety Code Section 7050.5 states that no further Construction City of Temecula City of Temecula Verification by City of disturbance shall occur until the Riverside County Coroner has made the necessary findings as to origin. Further, pursuant to PRC Section qualified Archaeologist Temecula 5097.98(b), remains shall be left in place and free from disturbance until a final decision as to the treatment and disposition has been made. If the Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Riverside County Coroner determines the remains to be Native American, the NAHC must be contacted within 24 hours. The NAHC must then immediately identify the Most Likely Descendant (MLD) upon receiving notification of the discovery. The MLD shall then make recommendations within 48 hours and engage in consultation concerning the treatment of the remains as provided in PRC Section 5097.98 and the Agreement described in Mitigation Measure MM -CUL -3. Geology, Soils and Seismicity Old Town Specific Plan Program EIR Mitigation Measures Mitigation Measure 3.5-1: Prior to the issuance of a grading or building permit for individual projects, the project developer shall file a NOI with California to comply with the requirements of the NPDES General Construction Permit (Municipal Code, Chapter 8.24). This would include the preparation of a SWPPP incorporating construction BMPs for control of erosion and sedimentation contained in stormwater runoff. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading or Building Permit, review of plans, field verification and sign -off by City of Temecula Project -specific Mitigation Measures Mitigation Measure MM-GEO-1: Prior to issuance of a building permit, a final design level geotechnical report shall be prepared by a California registered geotechnical engineer or engineering geologist and submitted to the City in accordance with City, CBC and engineering standards. The final report shall be based on the recommendations contained within the Preliminary Geotechnical report prepared for the project site and include measures to incorporate seismic design measures that meets CBC requirements. The report shall address all geotechnical hazards including seismic design, liquefaction, soil stability, and any other geotechnical hazard identified at the site. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 11 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Verification of Compliance Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Date Remarks Greenhouse Gas Emissions Old Town Specific Plan Program EIR Mitigation Measures Mitigation Measure 3.3-1: The applicant shall require implementation of Pre -Construction/ City of City of Issuance of all feasible energy efficiency and GHG reduction measures, including but Construction Temecula Temecula Building Permit not limited to the following measures. (Feasibility of measure will be Building Official and field determined through consultation with the City and applicant.) or other verification and Energy Efficiency Designee sign -off by City of Temecula • Design buildings to be energy efficient. • Install efficient lighting and lighting control systems. Use daylight as an integral part of lighting systems in buildings. • Install light colored "cool" roofs, cool pavements. • Provide information on energy management services for large energy users. • Install energy efficient heating and cooling systems, appliances and equipment, and control systems. • Install light emitting diodes (LEDs) for traffic, street and other outdoor lighting. Water Conservation and Efficiency • Create water -efficient landscapes. • Install water -efficient irrigation systems and devices, such as soil moisture -based irrigation controls. • Design buildings to be water -efficient. Install water -efficient fixtures and appliances. • Restrict watering methods (e.g., prohibit systems that apply water to non -vegetated surfaces) and control runoff. • Restrict the use of water for cleaning outdoor surfaces and vehicles. • Implement low -impact development practices that maintain the existing hydrologic character of the site to manage storm water and protect the environment. (Retaining storm water runoff on-site can drastically reduce the need for energy -intensive imported water at the site.) • Devise a comprehensive water conservation strategy appropriate for the project and location. The strategy may include many of the specific items listed above, plus other innovative measures that are appropriate to the specific project. • Provide education about water conservation and available programs and incentives. Truax Hotel Project MMRP 12 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Solid Waste Measures • Reuse and recycle construction and demolition waste (including, but not limited to, soil, vegetation, concrete, lumber, metal, and cardboard). Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula • Provide interior and exterior storage areas for recyclables and green waste and adequate recycling containers located in public areas. Land Use Measures • Include mixed-use, infill, and higher density in development projects to support the reduction of vehicle trips, promote alternatives to individual vehicle travel, and promote efficient delivery of services and goods. Transportation and Motor Vehicles • Limit idling time for commercial vehicles, including delivery and construction vehicles. • Use low or zero -emission vehicles, including construction vehicles. Hazards and Hazardous Materials Project -specific Mitigation Measures Mitigation Measure MM-HAZ-1: As a condition of approval for a grading permit, the use of construction best management practices (BMPs) shall be implemented as part of construction to minimize the potential negative effects of accidental release of hazardous materials to groundwater and soils. These shall include the following: • Follow manufacturer's recommendations on use, storage and disposal of chemical products used in construction; Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula • Avoid overtopping construction equipment fuel gas tanks; • During routine maintenance of construction equipment, properly contain and remove grease and oils; and • Properly dispose of discarded containers of fuels and other chemicals in accordance with manufacturer's specifications and local and state regulations. All the BMPs shall be in accordance with the most recent version of the California Stormwater Quality Association (CASQA) BMP Handbook for construction and included in contract specifications. Truax Hotel Project MMRP 13 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Verification of Compliance Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Date Remarks Hydrology and Water Quality Old Town Specific Plan Program EIR Mitigation Measures Mitigation Measure 3.5-1: Prior to the issuance of a grading or building permit for individual projects, the project developer shall file a NOI with California to comply with the requirements of the NPDES General Construction Permit (Municipal Code, Chapter 8.24). This would include the preparation of a SWPPP incorporating construction BMPs for control of erosion and sedimentation contained in stormwater runoff. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Project -specific Mitigation Measures Mitigation Measure MM -HYD -1: As a condition of approval, the proposed project shall be required to implement the project -specific Water Quality Management Plan (WQMP), as required by the City of Temecula Stormwater Ordinance and as specified in the City's Jurisdictional Runoff Management Plan, which will ensure that the final project designs implement specific water quality features to meet the City's MS4 Permit and Stormwater Ordinance requirements. The WQMP shall be reviewed and approved by the City of Temecula prior to the issuance of a building or grading permit. Pre -Construction / Construction/ Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building or Grading Permit, review of plans, field verification and sign -off by City of Temecula Mitigation Measure MM -HYD -2: Prior to issuance of a grading permit, a final drainage study shall be prepared by a registered civil engineer and submitted to Public Works with the initial grading plan check in accordance with City, Riverside County and engineering standards. The final study shall identify storm water runoff quantities (to mitigate the 100 -year storm event) from the development of this site and upstream of the site, and shall identify all existing or proposed drainage facilities intended to discharge this runoff. Runoff shall be conveyed to an adequate outfall capable of receiving the storm water runoff without damage to public or private property; the final study shall include a capacity analysis verifying the adequacy of all facilities. If the receiving facilities are determined to be under capacity, then other improvements to existing or proposed drainage facilities shall be incorporated into the final design in accordance with Public Works requirements. Pre -Construction / Construction/ Post -Construction City of Temecula City of Temecula Engineer or other Designee Issuance of Grading Permit, review of plans, field verification and sign -off by City of Temecula Truax Hotel Project MMRP 14 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Verification of Compliance Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Date Remarks Noise Old Town Specific Plan Program EIR Mitigation Measures Measure 3.7-1a: The applicant shall ensure, as specified in City of Temecula Ordinance No. 94-25, that no construction may occur within one- quarter (1/4) of a mile of any occupied residence during the following hours: • 6:30 PM to 6:30 AM, Monday through Friday. • Before 7:00 AM or after 6:30 PM, Saturday. • At any time on Sunday or any nationally recognized holiday. Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-1b: The applicant shall ensure that all construction equipment will have properly operating mufflers. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-1c: The applicant shall ensure that all construction staging shall be performed as far as possible from occupied dwellings. Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-1d: The applicant shall ensure that signs shall be posted at the construction sites that include permitted construction days and hours, and a contact number for the job site. Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-2a: The construction contractor will conduct crack surveys before construction activities that could cause architectural damage to nearby structures. The survey will include any historic buildings or buildings in poor condition within 15 feet of construction. The surveys will be done by photographs, video tape, or visual inventory, and will include inside as well as outside locations. All existing cracks in walls, floors, and driveways should be documented with sufficient detail for comparison after construction to determine whether actual vibration damage occurred. A post -construction survey should be conducted to document the condition of the surrounding buildings after the construction is complete. The construction contractor would be liable for construction vibration damage to Pre -Construction/ Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 15 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks adjacent structures. Measure 3.7-3a: Building equipment (e.g., HVAC units) shall be located away from nearby residences, on building rooftops, and properly shielded by either the rooftop parapet or within an enclosure that effectively blocks the line of sight of the source from the nearest receptors. The resultant HVAC noise level shall not exceed 45 dBA at the nearest receptors. Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-3b: In order to avoid noise -sensitive hours, commercial and retail shall prohibit loading and unloading activities between the nighttime hours of 10:00 PM and 7:00 AM. Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-3c: To further address the nuisance impact of loading dock/truck delivery noise, all loading areas for commercial and retail uses shall be located at the rear or sides of buildings within the commercial and mixed-use districts, where noise can be directed away from residential uses within the mixed use areas of the project. Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Measure 3.7-4: If necessary to comply with the interior noise requirements of the City of Temecula and achieve an acceptable interior noise level, noise reduction in the form of sound -rated assemblies (i.e., windows, exterior doors, and walls) shall be incorporated into project building design, based upon recommendations of a qualified acoustical engineer. Final recommendations for sound -rated assemblies will depend on the specific building designs and layout of buildings on the site and shall be determined during the design phase. Pre- Construction/Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Project -specific Mitigation Measures Mitigation Measure MM -N01-1: The applicant shall ensure: • As specified in City of Temecula Ordinance No. 94-25, that no construction may occur within one-quarter (1/4) of a mile of any occupied residence during the following hours: — 6:30 PM to 6:30 AM, Monday through Friday. — Before 7:00 AM or after 6:30 PM, Saturday. — At any time on Sunday or any nationally recognized holiday. • That all construction equipment will have properly operating mufflers. • That all construction staging shall be performed as far as possible from Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Grading Permit and field verification and sign -off by City of Temecula Truax Hotel Project MMRP 16 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks occupied dwellings. • That signs shall be posted at the construction sites that include permitted construction days and hours, and a contact number for the job site. Mitigation Measure MM -N01-2: The construction contractor will conduct Pre -Construction/ City of City of Issuance of crack surveys before construction activities that could cause architectural Construction/ Temecula Temecula Grading Permit damage to nearby structures. The survey will include any historic buildings Post -Construction Building and field or buildings in poor condition within 15 feet of construction. The surveys will be done by photographs, video tape, or visual inventory, and will include Official, construction verification and sign -off by City inside as well as outside locations. All existing cracks in walls, floors, and driveways should be documented with sufficient detail for comparison after construction to determine whether actual vibration damage occurred. A post -construction survey should be conducted to document the condition of the surrounding buildings after the construction is complete. The construction contractor would be liable for construction vibration damage to adjacent structures. contractor, or other Designee of Temecula Mitigation Measure MM -N01-3: Implement Temporary Noise Barriers. Construction City of City of Issuance of Implement the field -erected temporary noise barriers including but not Temecula Temecula Grading Permit limited to sound blankets on existing fences and walls or the use of Building Official and field freestanding portable sound walls, to block the line -of -site between or other verification and construction equipment and noise -sensitive receptors during project implementation. Noise barriers should be a minimum of 8 -feet -tall and continuous between the source of noise and adjacent or nearby noise - sensitive receptors. Noise barriers are most effective when placed directly adjacent to either the noise source or receptor. Place sound barriers around stationary sources and near windows, where feasible. Designee sign -off by City of Temecula Barrier construction may include, but not necessarily limited to, using appropriately thick wooden panel walls (at least 1/2 inch thick), as shown in Figure 3.8-1, which are tall enough to block the line -of -sight between the dominant construction noise source(s) and the noise -sensitive receptor. Such barriers can reduce construction noise by 5 to 15 dBA at nearby noise -sensitive receptor locations, depending on barrier height and length, and the distance between the barrier and the noise -producing equipment or activity. Alternately, field -erected noise curtain assemblies could be installed around specific equipment sites or zones of anticipated mobile or stationary activity, resembling the sample shown in Figure 3.8-2. These techniques are most effective and practical when the construction activity noise source is stationary (e.g., auger or drill operation) and the specific source locations of noise emission are near the ground and can be placed as close to the equipment/activity-facing side of the noise barrier as possible. Barrier layout and other implementation details would vary by construction site. Truax Hotel Project MMRP 17 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Mitigation Measure MM -N01-4: • Building equipment (e.g., HVAC units) shall be located away from nearby residences, on building rooftops, and properly shielded by either the rooftop parapet or within an enclosure that effectively blocks the line of sight of the source from the nearest receptors. The resultant HVAC noise level shall not exceed 45 dBA at the nearest receptors. • In order to avoid noise -sensitive hours, commercial and retail shall prohibit loading and unloading activities between the nighttime hours of 10:00 PM and 7:00 AM. • To further address the nuisance impact of loading dock/truck delivery noise, all loading areas for commercial and retail uses shall be located at the rear or sides of buildings within the commercial and mixed-use districts, where noise can be directed away from residential uses within the mixed use areas of the project. Post -Construction City of Temecula City of Temecula Building Official or other Designee Issuance of Building Permit and field verification and sign -off by City of Temecula Mitigation Measure MM -N01-5: If necessary to comply with the interior Post -Construction City of City of Issuance of noise requirements of the City of Temecula and achieve an acceptable Temecula Temecula Building Permit interior noise level, noise reduction in the form of sound -rated assemblies Building Official and field (i.e., windows, exterior doors, and walls) shall be incorporated into project or other verification and building design, based upon recommendations of a qualified acoustical engineer. Final recommendations for sound -rated assemblies will depend on the specific building designs and layout of buildings on the site and shall be determined during the design phase. Designee sign -off by City of Temecula Traffic and Circulation Old Town Specific Plan Program EIR Mitigation Measures Measure 3.9-1: The project applicant shall incorporate the following Construction City of City of Issuance of features into the design of the Specific Plan area: Temecula Temecula Building Permit At the intersection of Old Town Front Street and Rancho California Road Building Official and field provide a northbound through/right-turn lane combination with a right -turn / Public Works verification and overlap. Department or other Designee sign -off by City of Temecula Provide subsequent Traffic Impact Analyses, as development occurs, to determine thresholds for implementation of Roundabouts at the intersections of Old Town Front Street and First Street/Santiago Road/Mercedes Street and Old Town Front Street and Mercedes Street. Provide pedestrian facilities from Old Town Front Street which connect the east and west neighborhood cores with the Old Town Core District. Truax Hotel Project MMRP 18 ESA / 160579 August 2017 Mitigation Monitoring and Reporting Program MITIGATION MONITORING AND REPORTING PROGRAM (CONTINUED) Mitigation Measures Responsible Action Monitoring Enforcement Monitoring Indicating Phase Agency Agency Compliance Initials Verification of Compliance Date Remarks Measure 3.9-2: The project applicant shall incorporate the following Construction City of City of Issuance of features into the design of the Specific Plan area: Pre -Construction Temecula Temecula Building Permit At the intersection of Old Town Front Street and Rancho California Road Building Official and field provide a westbound right -turn overlap. / Public Works Department or verification and sign -off by City Provide subsequent Traffic Impact Analyses, as development occurs, to determine thresholds for implementation of Roundabouts at the intersections of Old Town Front Street and First Street/Santiago other Designee of Temecula Road/Mercedes Street and Old Town Front Street and Mercedes Street. Temecula Provide pedestrian facilities from Old Town Front Street which connect the east and west neighborhood cores with the Old Town Core District. Pre -Construction EMWD EMWD Issuance of Project -specific Mitigation Measures Engineer or Grading Permit Mitigation Measure MM -CUM CIR-1: The project applicant shall Construction/ City of City of Issuance of contribute fair -share funding (2%) towards the optimization of the AM peak Post -Construction Temecula Temecula Grading Permit hour traffic signal coordination timing plan. Since Rancho California Road Engineer or and Issuance of operates an Adaptive Traffic Signal System, the entire corridor will require optimization. other Designee a Certificate of Occupancy Utilities Old Town Specific Plan Program EIR Mitigation Measures Measure 3.8-4: Prior to construction in any undeveloped areas, EMWD shall review the plans for consistency with design criteria. Once approved by the EMWD engineer, the applicant shall pay the required connection fee to EMWD prior to construction of the sewer line. Pre -Construction EMWD EMWD Engineer or other Designee Issuance of Grading Permit and verification and sign -off by City of Temecula Measure 3.8-5: Prior to construction, the project applicant and/or each Pre -Construction EMWD EMWD Issuance of subsequent project applicant will pay its fair share in mitigation fees to Engineer or Grading Permit EMWD to upgrade the First Street and the Pujol Street sewer lines. other Designee and verification and sign -off by City of Temecula Measure 3.8-6: All proposed development plans shall designate adequate Pre -Construction EMWD EMWD Issuance of and convenient space on the property to be used for collecting all Engineer or Grading Permit recyclable materials generated on the premises. other Designee and verification and sign -off by City of Temecula Truax Hotel Project MMRP 19 ESA / 160579 August 2017 Exhibit C STATEMENT OF OVERRIDING CONSIDERATIONS The following Statement of Overriding Considerations is made in connection with the proposed approval of the Truax Hotel Development (the "Project"). CEQA requires the decision-making agency to balance the economic, legal, social, technological or other benefits of a project against its unavoidable environmental effects when determining whether to approve a project. If the benefits of the project outweigh the unavoidable adverse effects, those effects may be considered acceptable. CEQA requires the agency to provide written findings supporting the specific reasons for considering a project acceptable when significant impacts are unavoidable. Such reasons must be based on substantial evidence in the EIR or elsewhere in the administrative record. The reasons for proceeding with this Project despite the adverse environmental impacts that may result are provided in this Statement of Overriding Considerations. The City Council finds that all feasible mitigation measures have been imposed to either lessen Project impacts to less than significant or to the extent feasible, and furthermore, that alternatives to the Project are infeasible because they generally have similar impacts, or they do not provide the benefits of the Project, or are otherwise socially or economically infeasible as fully described in the Findings and Facts in Support of Findings. The City Council finds that the economic, social and other benefits of the Project outweigh the significant and unavoidable impacts in the areas of Noise and Vibration and Greenhouse Gas Emissions. In making this finding, the City Council has balanced the benefits of the Project against its unavoidable impacts. The City Council finds that each one of the following benefits of the Project independently warrant approval of the Project notwithstanding the unavoidable environmental impacts of the Project. Each of the following benefits, standing alone, is sufficient justification for the City Council to override these unavoidable environmental impacts. A. Hotels were identified as a desirable use for Old Town during the Old Town Specific Plan visioning process (Land Use/Economic Policy 9 — Old Town Specific Plan). As a result, the Old Town Specific Plan provided for the Downtown Core/Hotel Overlay district with the intent to encourage the development of a full service hotel with conference facilities, restaurant and other guest services. The Project is a full service hotel with conference facilities, restaurant, valet parking, gym, and pool. B. The Project is anticipated to stimulate continued development growth within Old Town. Land Use/Economics Objective 5 of the Old Town Specific Plan seeks to establish Old Town as a "24 hour" destination. The overnight guests are anticipated to contribute to the overall Old Town economy during their stay by shopping in local stores and eating at local restaurants. C. Temecula Valley visitor volume has consistently increased, which has increased demand for additional hotel rooms within Temecula. The Project will help satisfy this growing demand by creating 151 new hotel rooms as part of a full-service hotel. RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SPECIFIC PLAN NO. 5 (OLD TOWN) TO RELOCATE A PORTION OF THE EXISTING HOTEL OVERLAY FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 1.48 ACRES GENERALLY LOCATED ON THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET AND TAKE ACTIONS RELATED THERETO (APNS 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, AND 922-043-025) (PA17-0109) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council of the City of Temecula does hereby find, determine and declare that: A. On February 22, 2016, Chris Campbell of Walter R. Allen Architect + Associates filed Planning Application No. PA16-0270, a Development Plan. On January 23, 2017, Gary Thornhill, on behalf of the Truax Group submitted Planning Application No. PA17-0109, a Specific Plan Amendment. On June 30, 2017, Ross Jackson, on behalf of the Truax Group, submitted Planning Application PA17-1020, a Minor Exception. These applications (collectively "Project") were filed in a manner in accord with the City of Temecula General Plan and Development Code. B. Collectively, the Project consists of a relocation of a portion of the existing Hotel Overlay contained within the Old Town Specific Plan to allow for the development of a full service hotel. The project also includes a Minor Exception to increase the allowable building height of a parking garage that will be constructed across the street from the hotel. C. The Project was processed including, but not limited to a public notice, in the time and manner prescribed by State and local law, including the California Environmental Quality Act. D. The Old Town Specific Plan was amended in 2010. An Environmental Impact Report was prepared and certified at a public hearing as part of the amendment process. E. A Subsequent Environmental Impact Report (SEIR), Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations were prepared for the Project in accordance with the California Environmental Quality Act and the California Environmental Quality Act Guidelines ("CEQA"). Thereafter, City staff circulated a Notice of Completion indicating the public comment period and intent to adopt the SEIR as required by law. The public comment period commenced via the State Clearinghouse from May 2, 2017 through June 15, 2017. A Notice of Availability was also sent to property owners contiguous to the Project area indicating a review period of May 2, 2017 through June 15, 2017. The Notice of Availability was also printed in the San Diego Union Tribune, a newspaper of general circulation within the City of Temecula. Copies of the documents have been available for public review and inspection at the offices of the Community Development Department, located at City Hall, 41000 Main Street, Temecula, California 92590; the Ronald H. Roberts Temecula Public Library located at 30600 Pauba Road; Temecula Grace Mellman Community Library located 41000 County Center Drive; and the City of Temecula website. F. On August 16, 2017, the Planning Commission considered the Final SEIR, Planning Application Nos. PA17-0109, Specific Plan Amendment; PA17-1020, a Minor Exception; and PA16-0270, Development Plan at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to, and did testify either in support of or opposition to this matter. G. Following consideration of the entire record of information received at the public hearing, the Planning Commission adopted Resolution No. 17-31 "A RESOLUTION OF THE PLANNING COMMISSION RECOMMENDING THAT THE CITY COUNCIL CERTIFY THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPT ENVIRONMENTAL FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPT A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPT A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS: 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044- 020." H. Following consideration of the entire record of information received at the public hearings and due consideration of the proposed Project, the Planning Commission adopted Resolution No. 17-32 "A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT A RESOLUTION ENTITLED "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SPECIFIC PLAN NO. 5 (OLD TOWN) TO RELOCATE A PORTION OF THE EXISTING HOTEL OVERLAY FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 1.48 ACRES GENERALLY LOCATED ON THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET AND TAKE ACTIONS RELATED THERETO (AP N 922-043, 922-043-004,922-043-018, 922-043-024, 922-043-003,922- 043-015, 922-043-023,922-043-025)" On September 5, 2017, the City Council of the City of Temecula considered the Project and the Final SEIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations, at a duly noticed public hearing at which time all interested persons had an opportunity to and did testify either in support or in opposition to this matter. The City Council considered all the testimony and any comments received regarding the Project and the Final SEIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations prior to and at the public hearing. J. Following the public hearing, the Council adopted Resolution No. 17- "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS: 922- 043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922- 043-023, 922-043-025, 922-044-017, AND 922-044-020).)" Resolution No. 17- and the findings therein are hereby incorporated by this reference as set forth in full. K. All legal preconditions to the adoption of this Resolution have occurred. Section 2. Legislative Findings. The City Council in approving the Specific Plan Amendment hereby makes the following findings: A. The proposed specific plan is consistent with the General Plan and Development Code. Goal 6 of the Economic Development Element of the General Plan is about enhancing local tourism and pursues a comprehensive, recognizable tourist destination, offering a range of attractions throughout and beyond the Planning Area. This is accomplished by Policy 6.4. This policy encourages development of lodging along the freeway which interacts well with the professional office and tourism markets and enhances fiscal viability. The proposed amendment to the Old Town Specific Plan will allow for a portion of the existing Hotel Overlay to be relocated to the project site. Because the relocated section of overlay will be required to adhere to the same development requirements stipulated in the Old Town Specific Plan, General Plan and Development Code, the proposed Specific Plan Amendment is consistent with the Policy 6.4 of the General Plan and the Development Code. B. The proposed specific plan would not be detrimental to the public interest, health, safety, convenience or welfare of the city. The proposed amendment has been reviewed against the requirements of the Municipal Code, Building Code, and Fire Code. These codes contain requirements designed to protect the public interest, health, safety, convenience or welfare of the City. The amendment is not anticipated to have a detrimental impact to the public interest, health, safety, convenience or welfare of the City. C. The subject property is physically suitable for the requested land use designations and the anticipated land use developments. The subject property is physically suitable to accept land uses that can take full advantage of the Hotel Overlay's expanded development opportunities. This is because the size of the area that will receive the overlay is large enough to allow for the construction of a full service hotel and parking garage. D. The proposed specific plan shall ensure development of desirable character which will be compatible with existing and proposed development in the surrounding neighborhood. The amendment will allow for the relocation of a portion of the existing Hotel Overlay to move north by approximately 230 feet. This distance will allow for a full service hotel to be located within the same general area of the remaining overlay in the southern portion of the Specific Plan. Therefore, full service hotels of the size allowed by the Hotel Overlay will continue to be concentrated in the southern portion of Old Town and development in this part of Old Town will continue with its originally envisioned character. Other uses that make up this area include mostly restaurants and retail establishments. Section 3. Specific Plan Amendment. The City Council hereby amends Specific Plan No. 5 (Old Town) by relocating a portion of the existing Hotel Overlay as described in Exhibit A, attached to this Resolution and incorporated herein as thought set forth in full. Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution and it shall become effective upon its adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. Maryann Edwards, 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. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk Exhibit A RESOLUTION NO. 17- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN APPLICATION FOR THE TRUAX HOTEL PROJECT TO ALLOW FOR THE CONSTRUCTION OF A SIX-STORY, APPROXIMATELY 175,677 SQUARE FOOT HOTEL GENERALLY LOCATED ALONG THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET,AND A PARKING STRUCTURE TOTALING APPROXIMATELY 86,117 SQUARE FEET AND CONTAINING APPROXIMATELY 2,846 SQUARE FEET OF GROUND FLOOR SPACE (APNS: 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020) (PA16-0270) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council of the City of Temecula does hereby find, determine and declare that: A. On February 22, 2016, Chris Campbell of Walter R. Allen Architect + Associates filed Planning Application No. PA16-0270, a Development Plan. On January 23, 2017, Gary Thornhill, on behalf of the Truax Group submitted Planning Application No. PA17-0109, a Specific Plan Amendment. On June 30, 2017, Ross Jackson on behalf of the Truax Group, submitted Planning Application No. PA17-1020, a Minor Exception. These applications (collectively "Project") were filed in a manner in accord with the City of Temecula General Plan and Development Code. B. Collectively, the Project consists of a relocation of a portion of the existing Hotel Overlay contained within the Old Town Specific Plan to allow for the development of a full service hotel. The Project also includes a Minor Exception to increase the allowable building height for a parking garage that will be constructed across the street from the hotel. C. Pursuant to the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000, et seq.) and the State CEQA Guidelines (14 Cal. Code Regs. § 14000, et seq.), the City is the lead agency for the Project. D. The Old Town Specific Plan was amended in 2010. An Environmental Impact Report was prepared and certified at a public hearing as part of the amendment process. E. A Subsequent Environmental Impact Report (SEIR), Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations were prepared for the Project in accordance with the California Environmental Quality Act and the California Environmental Quality Act Guidelines ("CEQA"). Thereafter, City staff circulated a Notice of Completion indicating the public comment period and intent to adopt the SEIR as required by law. The public comment period commenced via the State Clearinghouse from May 2, 2017 through June 15, 2017. A Notice of Availability was also sent to adjacent property owners indicating a review period of May 2, 2017 through June 15, 2017. The Notice of Availability was also printed in the San Diego Union Tribune, a newspaper of general circulation within the City of Temecula. Copies of the documents have been available for public review and inspection at the offices of the Community Development Department, located at City Hall, 41000 Main Street, Temecula, California 92590; the Ronald H. Roberts Temecula Public Library located at 30600 Pauba Road; Temecula Grace Mellman Community Library located 41000 County Center Drive; and the City of Temecula website. F. On August 16, 2017, the Planning Commission considered the Final Subsequent Environmental Impact Report (SEIR) Planning Application Nos. PA17-0109, Specific Plan Amendment; PA16-0270, Minor Exception; Development Plan; PA17-1020 at a duly noticed public hearing as prescribed by law, at which time the City staff and interested persons had an opportunity to, and did testify either in support of or opposition to this matter. G. Following consideration of the entire record before it at the public hearing and due consideration of the Project the Planning Commission adopted Resolution No. 17-31, "A RESOLUTION OF THE PLANNING COMMISSION RECOMMENDING THAT THE CITY COUNCIL CERTIFY THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPT ENVIRONMENTAL FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPT A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPT A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS: 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020"". H. At the conclusion of the Planning Commission hearing and after due consideration of the entire record before the Planning Commission hearing, and after due consideration of the testimony regarding the proposed Project, the Planning Commission adopted Resolution No. 17-33, "A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TEMECULA RECOMMENDING THAT THE CITY COUNCIL ADOPT A RESOLUTION ENTITLED "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A DEVELOPMENT PLAN APPLICATION FOR THE TRUAX HOTEL PROJECTTO ALLOW FOR THE CONSTRUCTION OF A SIX-STORY, APPROXIMATELY 175,677 SQUARE FOOT HOTEL GENERALLY LOCATED ALONG THE SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET, AND CONTAINING APPROXIMATELY 2,846 SQUARE FEET OF GROUND FLOOR COMMERCIAL SPACE. (APN: 922-043-002, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020)" I. On September 5, 2017 the City Council of the City of Temecula considered the Project and the Final SEIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations, at a duly noticed public hearing at which time all interested persons had an opportunity to and did testify either in support or in opposition to this matter. The City Council considered all the testimony and any comments received regarding the Project and the Final SEIR, Mitigation Monitoring and Reporting Program, and Statement of Overriding Considerations prior to and at the public hearing. J. Following the public hearing, the Council adopted Resolution No. 17- "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA CERTIFYING THE FINAL SUBSEQUENT ENVIRONMENTAL IMPACT REPORT, ADOPTING FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, ADOPTING A STATEMENT OF OVERRIDING CONSIDERATIONS, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE TRUAX HOTEL PROJECT, CONSISTING OF APPROXIMATELY 2.46 ACRES GENERALLY LOCATED ON THE NORTH AND SOUTH SIDE OF 3RD STREET BETWEEN OLD TOWN FRONT STREET AND MERCEDES STREET (APNS: 922-043, 922-043-004, 922-043-018, 922-043-024, 922-043-003, 922-043-015, 922-043-023, 922-043-025, 922-044-017, AND 922-044-020)." Resolution No. 17- and the findings therein are hereby incorporated by this reference as set forth in full. K. All legal preconditions to the adoption of this Resolution have occurred. Section 2. Legislative Findings. The City Council in approving the Project, pursuant to Temecula Municipal Code Section, 17.05.010, hereby finds, determines and declares that: A. The proposed use is in conformance with the General Plan for Temecula and with all applicable requirements of State law and other Ordinances of the City; The application will allow for the construction of a full-service hotel. The project will be in conformance with the Goal 6 Policy 6.4 of the General Plan for Temecula. This goal and policy encourage lodging facilities along the freeway. The Project is also in compliance with all applicable requirements of State law and other Ordinances of the City once the Specific Plan Amendment is approved. This is because hotels of this scale are permitted in the Hotel Overlay of the Old Town Specific Plan. B. The overall development of the land is designed for the protection of the public health, safety, and general welfare; The project has been reviewed to ensure compliance with the Development, Building, and Fire Codes. The project has also been reviewed to ensure compliance with the Old Town Temecula Specific Plan. These codes and the Specific Plan contain provisions that are designed to ensure for the protection of the public health, safety, and general welfare. Section 3. Conditions of Approval. The City Council of the City of Temecula approves Planning Application No. PA16-0270, a Development Plan application for a six- story, approximately 175,677 square foot hotel generally located along the south side of 3rd Street between Old Town Front Street and Mercedes Street, and a parking structure to be constructed directly across 3rd Street, subject to the Conditions of Approval set forth in Exhibit A, attached hereto, and incorporated herein by this reference. Section 4. Certification. The City Clerk shall certify to the adoption of this Resolution and it shall become effective upon its adoption. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 5th day of September, 2017. Maryann Edwards, 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. 17- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl, City Clerk EXHIBIT A CITY OF TEMECULA DRAFT CONDITIONS OF APPROVAL Planning Application No.: PA16-0270 Project Description: Assessor's Parcel No.: Boutique Hotel Development Plan: A Development Plan application for a six -story, approximately 175,677 square foot hotel generally located along the south side of 3rd Street between Old Town Front Street and Mercedes Street. The hotel will contain 151 guest rooms. A parking structure will also be constructed directly across 3rd Street. The parking structure will total approximately 86,117 square feet and contain approximately 2,846 square feet of ground floor commercial space 213 parking spaces that will provide valet parking for hotel guests. 922-044-017 922-043-018 922-044-015 922-043-003 922-043-002 922-043-004 922-043-015 MSHCP Category: Commercial DIF Category: Service Commercial for Hotel and Restaurant / Retail Commercial for Retail TUMF Category: Service Commercial for Hotel and Restaurant / Retail Commercial for Retail Quimby Category: Non -Residential Project New Street In -lieu of Fee: Not Located within the Uptown Specific Plan Approval Date: September 5, 2017 Expiration Date: September 5, 2020 PLANNING DIVISION Within 48 Hours of the Approval 1 Filing Notice of Determination. The applicant/developer shall deliver to the Planning Division a cashiers check or money order made payable to the County Clerk in the amount of Three Thousand One Hundred and Twenty-eight Dollars and Zero Cents ($3,128.00) which includes the Three Thousand and Seventy-eight Dollars and Zero Cents ($3,078.00) fee, required by Fish and Wildlife Code Section 711.4(d)(3) plus the Fifty Dollars ($50.00) County administrative fee, to enable the City to file the Notice of Determination for the Environmental Impact Report required under Public Resources Code Section 21152 and California Code of Regulations Section 15904. If within said 48-hour period the applicant/developer has not delivered to the Planning Division the check as required above, the approval for the project granted shall be void by reason of failure of condition (Fish and Wildlife Code Section 711.4(c)). General Requirements 2. Indemnification of the City. The applicant and owner of the real property subject to this condition shall hereby agree to indemnify, protect, hold harmless, and defend the City and its attorneys from any and all claims, actions, awards, judgments, or proceedings against the City to attack, set aside, annul, or seek monetary damages resulting, directly or indirectly, from any action in furtherance of and the approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application. The City shall be deemed for purposes of this condition, to include any agency or instrumentality thereof, or any of its elected or appointed officials, officers, employees, consultants, contractors, legal counsel, and agents. City shall promptly notify both the applicant and landowner of any claim, action, or proceeding to which this condition is applicable and shall further cooperate fully in the defense of the action. The City reserves the right to take any and all action the City deems to be in the best interest of the City and its citizens in regards to such defense. 3. Expiration. This approval shall be used within three years of the approval date; otherwise, it shall become null and void. Use means the beginning of substantial construction contemplated by this approval within the 3 -year period, which is thereafter diligently pursued to completion, or the beginning of substantial utilization contemplated by this approval, or use of a property in conformance with a Conditional Use Permit. 4 Time Extension. The Director of Community Development may, upon an application being filed prior to expiration, and for good cause, grant up to 5 extensions of time, one year at a time. 5. Consistency with Specific Plans. This project and all subsequent projects within this site shall be consistent with Specific Plan No. 5 (Old Town). 6. Compliance with EIR. The project and all subsequent projects within this site shall comply with all mitigation measures identified within EIR No. 2017011029. 7. Conformance with Approved Plans. The development of the premises shall substantially conform to the approved site plan and elevations contained on file with the Planning Division. 8. Signage Permits. A separate building permit shall be required for all signage. 9. Landscape Maintenance. Landscaping installed for the project shall be continuously maintained to the reasonable satisfaction of the Director of Community Development. If it is determined that the landscaping is not being maintained, the Director of Community Development shall have the authority to require the property owner to bring the landscaping into conformance with the approved landscape plan. The continued maintenance of all landscaped areas shall be the responsibility of the developer or any successors in interest. 10. Water Quality and Drainage. Other than stormwater, it is illegal to allow liquids, gels, powders, sediment, fertilizers, landscape debris, and waste from entering the storm drain system or from leaving the property. To ensure compliance with this Condition of Approval: a. Spills and leaks shall be cleaned up immediately. b. Do not wash, maintain, or repair vehicles onsite. c. Do not hose down parking areas, sidewalks, alleys, or gutters. d. Ensure that all materials and products stored outside are protected from rain. e. Ensure all trash bins are covered at all times. 11. Paint Inspection. The applicant shall paint a three -foot -by -three-foot section of the building for Planning Division inspection, prior to commencing painting of the building. 12. Photographic Prints. The applicant shall submit to the Planning Division for permanent filing two 8" X 10" glossy photographic color prints of the approved color and materials board and the colored architectural elevations. All labels on the color and materials board and elevations shall be readable on the photographic prints. 13. Materials and Colors. The Conditions of Approval specified in this resolution, to the extent specific items, materials, equipment, techniques, finishes or similar matters are specified, shall be deemed satisfied by City staffs prior approval of the use or utilization of an item, material, equipment, finish or technique that City staff determines to be the substantial equivalent of that required by the Conditions of Approval. Staff may elect to reject the request to substitute, in which case the real party in interest may appeal, after payment of the regular cost of an appeal, the decision to the Planning Commission for its decision. Roof Tiles - Terra Cotta Blend Roman Pan Standing Seam Metal Roof - Berridge or eq. Zinc Gray, Antique Copper Cote Stucco Finish - Cast in Place Concrete Pattern Texture, Troweled Lace, Smooth Textures, Colors: Clay, Silverado, Dove Grey, Canvas Brick - Sandmold Monticello, Fluted Brick, MCnear Color Blend Chartham Simulated Tile Domes - Bronze Patina Stone Veneer - Arriscraft, Renaissance, Oak Ridge, Smooth/Rackface, Renaissance, Graphite Pre -Cast Concrete, Modern Gray, Column Wrought Iron Railing - Hot Dipped Galvanized Steel, Black with Decorative Elements Windows - Colors: Hemlock Green, Linen, TW Brown, Seawolf Doors - Colors: Walnut, Hemlock Green, Linen, TW Brown, Seawof Decorative Tile - Cal Pottery & Tile Works Cementitious Wood Siding - Color White Cast Iron Column - Color Charcoal Baluster - Color Natural 14. Modifications or Revisions. The permittee shall obtain City approval for any modifications or revisions to the approval of this project. 15. Trash Enclosures. The trash enclosures shall be Targe enough to accommodate a recycling bin, as well as regular solid waste containers. 16. Trash Enclosures. Trash enclosures shall be provided to house all trash receptacles utilized on the site. These shall be clearly labeled on the site plan. 17. Covered Trash Enclosures. All trash enclosures on site shall include a solid cover and the construction plans shall include all details of the trash enclosures, including the solid cover. 18. Phased Construction. If construction is phased, a construction staging area plan or phasing plan for construction equipment and trash shall be approved by the Director of Community Development. 19. Construction and Demolition Debris. The developer shall contact the City's franchised solid waste hauler for disposal of construction and demolition debris and shall provide the Planning Division verification of arrangements made with the City's franchise solid waste hauler for disposal of construction and demolition debris. Only the City's franchisee may haul demolition and construction debris. 20. Public Art Ordinance. The applicant shall comply with the requirements of the City's Public Art Ordinance as defined in Section 5.08 of the Temecula Municipal Code. 21. Property Maintenance. All parkways, including within the right-of-way, entryway median, landscaping, walls, fencing, recreational facilities, and on-site lighting shall be maintained by the property owner or maintenance association. Prior to Issuance of Grading Permit 22. Placement of Transformer. Provide the Planning Division with a copy of the underground water plans and electrical plans for verification of proper placement of transformer(s) and double detector check valves prior to final agreement with the utility companies. 23. Placement of Double Detector Check Valves. Double detector check valves shall be installed at locations that minimize their visibility from the public right-of-way, subject to review and approval by the Director of Community Development. 24. Archaeological/Cultural Resources Grading Note. The following shall be included in the Notes Section of the Grading Plan: "If at any time during excavation/construction of the site, archaeological/cultural resources, or any artifacts or other objects which reasonably appears to be evidence of cultural or archaeological resource are discovered, the property owner shall immediately advise the City of such and the City shall cause all further excavation or other disturbance of the affected area to immediately cease. The Director of Community Development at his/her sole discretion may require the property owner to deposit a sum of money it deems reasonably necessary to allow the City to consult and/or authorize an independent, fully qualified specialist to inspect the site at no cost to the City, in order to assess the significance of the find. Upon determining that the discovery is not an archaeological/ cultural resource, the Planning Director shall notify the property owner of such determination and shall authorize the resumption of work. Upon determining that the discovery is an archaeological/cultural resource, the Planning Director shall notify the property owner that no further excavation or development may take place until a mitigation plan or other corrective measures have been approved by the Planning Director." 25. Cultural Resources Treatment Agreement. The developer is required to enter into a Cultural Resources Treatment Agreement with the Pechanga Tribe. The agreement shall be in place prior to issuance of a grading permit. To accomplish this, the applicant should contact the Pechanga Tribe no Tess than 30 days and no more than 60 days prior to issuance of a grading permit. This Agreement will address the treatment and disposition of cultural resources, the designation, responsibilities, and participation of professional of professional Pechanga Tribal monitors during grading, excavation and ground disturbing activities; project grading and development scheduling; terms of compensation for the monitors; and treatment and final disposition of any cultural resources, sacred sites, and human remains discovered on site. The Pechanga monitor's authority to stop and redirect grading will be exercised in consultation with the project archaeologist in order to evaluate the significance of any potential resources discovered on the property. Pechanga and archaeological monitors shall be allowed to monitor all grading, excavation and ground breaking activities, and shall also have the limited authority to stop and redirect grading activities should an inadvertent cultural resource be identified. 26. Discovery of Cultural Resources. The following shall be included in the Notes Section of the Grading Plan: "If cultural resources are discovered during the project construction (inadvertent discoveries), all work in the area of the find shall cease, and the qualified archaeologist and the Pechanga monitor shall investigate the find, and make recommendations as to treatment." 27. Archaeological Monitoring Notes. The following shall be included in the Notes Section of the Grading Plan: "A qualified archaeological monitor will be present and will have the authority to stop and redirect grading activities, in consultation with the Pechanga Tribe and their designated monitors, to evaluate the significance of any archaeological resources discovered on the property." 28. Tribal Monitoring Notes. The following shall be included in the Notes Section of the Grading Plan: "A Pechanga Tribal monitor will be present and will have the authority to stop and redirect grading activities, in consultation with the project archaeologist and their designated monitors, to evaluate the significance of any potential resources discovered on the property." 29. Relinquishment of Cultural Resources. The following shall be included in the Notes Section of the Grading Plan: "The landowner agrees to relinquish ownership of all cultural resources, including all archaeological artifacts that are found on the project area, to the Pechanga Tribe for proper treatment and disposition." 30. Preservation of Sacred Sites. The following shall be included in the Notes Section of the Grading Plan: "All sacred sites are to be avoided and preserved." 31. Rough Grading Plans. A copy of the Rough Grading Plans shall be submitted and approved by the Planning Division. 32. Archaeologist Retained. Prior to beginning project construction, the Project Applicant shall retain a Riverside County qualified/City of Temecula approved archaeological monitor to monitor all ground -disturbing activities in an effort to identify any unknown archaeological resources. Any newly discovered cultural resource deposits shall be subject to a cultural resources evaluation (See PL -4). The archaeological monitor's authority to stop and redirect grading will be exercised in consultation with the Pechanga Tribe in order to evaluate the significance of any potential resources discovered on the property. Pechanga and archaeological monitors shall be allowed to monitor all grading, excavation and groundbreaking activities, and shall also have the limited authority to stop and redirect grading activities should an inadvertent cultural resource be identified. The archaeologist shall provide a final monitoring report at the end of all earthmoving activities to the City of Temecula, the Pechanga Tribe and the Eastern Information Center at UC, Riverside. 33. Human Remains. If human remains are encountered, California Health and Safety Code Section 7050.5 states that no further disturbance shall occur until the Riverside County Coroner has made the necessary findings as to origin. Further, pursuant to California Public Resources Code Section 5097.98(b) remains shall be left in place and free from disturbance until a final decision as to the treatment and disposition has been made. If the Riverside County Coroner determines the remains to be Native American, the Native American Heritage Commission must be contacted within 24 hours. The Native American Heritage Commission must then immediately identify the "most likely descendant(s)" of receiving notification of the discovery. The most likely descendant(s) shall then make recommendations within 48 hours, and engage in consultations concerning the treatment of the remains as provided in Public Resources Code 5097.98 and the Treatment Agreement described in these conditions. Prior to Issuance of Building Permit 34. Transportation Uniform Mitigation Fee (TUMF). The City of Temecula adopted an ordinance on March 31, 2003 to collect fees for a Riverside County area wide Transportation Uniform Mitigation Fee (TUMF). This project is subject to payment of these fees at the time of building permit issuance. The fees are subject to the provisions of Chapter 15.08 of the Temecula Municipal Code and the fee schedule in effect at the time of building permit issuance. 35. Downspouts. All downspouts shall be internalized. 36. Development Impact Fee (DIF). The developer shall comply with the provisions of Title 15, Chapter 15.06 of the Temecula Municipal Code and all its resolutions by paying the appropriate City fee. 37. Photometric Plan. The applicant shall submit a photometric plan, including the parking lot, to the Planning Division, which meets the requirements of the Development Code and the Riverside County Palomar Lighting Ordinance 655. All exterior LED light fixtures shall be 3,000 kelvin or below. The parking lot light standards shall be placed in such a way as to not adversely affect the growth potential of the parking lot trees. 38. Construction Landscaping and Irrigation Plans. Four (4) copies of Construction Landscaping and Irrigation Plans shall be reviewed and approved by the Planning Division. These plans shall be submitted as a separate submittal, not as part of the building plans or other plan set. These plans shall conform to the approved conceptual landscape plan, or as amended by these conditions. The location, number, height and spread, water usage or KC value, genus, species, and container size of the plants shall be shown. The plans shall be consistent with the Water Efficient Ordinance and Water Storage Contingency Plan per the Rancho California Water District. The plans shall be accompanied by the appropriate filing fee (per the City of Temecula Fee Schedule at time of submittal) and one copy of the approved Grading Plan. 39. Landscaping Site Inspections. The Landscaping and Irrigation Plans shall include a note stating, "Three landscape site inspections are required. The first inspection will be conducted at installation of irrigation while trenches are open. This will verify that irrigation equipment and layout is per plan specifications and details. Any adjustments or discrepancies in actual conditions will be addressed at this time and will require an approval to continue. Where applicable, a mainline pressure check will also be conducted. This will verify that the irrigation mainline is capable of being pressurized to 150 psi for a minimum period of two hours without loss of pressure. The second inspection will verify that all irrigation systems are operating properly, and to verify that all plantings have been installed consistent with the approved construction landscape plans. The third inspection will verify property landscape maintenance for release of the one-year landscape maintenance bond." The applicant/owner shall contact the Planning Division to schedule inspections. 40. Agronomic Soils Report. The Landscaping and Irrigation Plans shall include a note on the plans stating, "The contractor shall provide two copies of an agronomic soils report at the first irrigation inspection." 41. Water Usage Calculations. The Landscaping and Irrigation Plans shall include water usage calculations per Chapter 17.32 of the Development Code (Water Efficient Ordinance), the total cost estimate of plantings and irrigation (in accordance with approved plan). Applicant shall use evapotranspiration (ETo) factor of 0.70 for calculating the maximum allowable water budget. 42. Landscape Maintenance Program. A landscape maintenance program shall be submitted to the Planning Division for approval. The landscape maintenance program shall detail the proper maintenance of all proposed plant materials to assure proper growth and landscape development for the long-term esthetics of the property. The approved maintenance program shall be provided to the landscape maintenance contractor who shall be responsible to carry out the detailed program. 43. Specifications of Landscape Maintenance Program. Specifications of the landscape maintenance program shall indicate, "Three landscape site inspections are required. The first inspection will be conducted at installation of irrigation while trenches are open. This will verify that irrigation equipment and layout is per plan specifications and details. Any adjustments or discrepancies in actual conditions will be addressed at this time and will require an approval to continue. Where applicable, a mainline pressure check will also be conducted. This will verify that the irrigation mainline is capable of being pressurized to 150 psi for a minimum period of two hours without loss of pressure. The second inspection will verify that all irrigation systems are operating properly, and to verify that all plantings have been installed consistent with the approved construction landscape plans. The third inspection will verify property landscape maintenance for release of the one-year landscape maintenance bond." The applicant/owner shall contact the Planning Division to schedule inspections. 44. Irrigation. The landscaping plans shall include automatic irrigation for all landscaped areas and complete screening of all ground mounted equipment from view of the public from streets and adjacent property for private common areas; front yards and slopes within individual lots; shrub planting to completely screen perimeter walls adjacent to a public right-of-way equal to 66 feet or larger; and, all landscaping excluding City maintained areas and front yard landscaping which shall include, but may not be limited to, private slopes and common areas. 45. Hardscaping. The landscape plans shall include all hardscaping for equestrian trails and pedestrian trails within private common areas. 46. Precise Grading Plans. Precise Grading Plans shall be consistent with the approved rough grading plans including all structural setback measurements. 47. Building Construction Plans for Outdoor Areas. Building Construction Plans shall include detailed outdoor areas (including but not limited to trellises, decorative furniture, fountains, hardscape, etc.) to match the style of the building subject to the approval of the Director of Community Development. 48. Landscaping Requirement for Phased Development. If any phase or area of the project site is not scheduled for development within six months of the completion of grading, the landscaping plans shall indicate it will be temporarily landscaped and irrigated for dust and soil erosion control. 49. WQMP Landscape Compliance. The construction landscape plans shall be consistent with Appendix A, Table 31 of the Low Impact Development (LID) Manual for Southern California for plant materials and treatment facilities, and shall reference the approved precise grading plan for WQMP features. 50. Utility Screening. All utilities shall be screened from public view. Landscape construction drawings shall show and label all utilities and provide appropriate screening. Provide a three-foot clear zone around fire check detectors as required by the Fire Department before starting the screen. Group utilities together in order to reduce intrusion. Screening of utilities is not to look like an after -thought. Plan planting beds and design around utilities. Locate all light poles on plans and ensure that there are no conflicts with trees. Prior to Release of Power, Building Occupancy or Any Use Allowed by This Permit 51. Screening of Loading Areas. The applicant shall be required to screen all loading areas and roof mounted mechanical equipment from view of the adjacent residences and public right-of-ways. If upon final inspection it is determined that any mechanical equipment, roof equipment or backs of building parapet walls are visible from any portion of the public right-of-way adjacent to the project site, the developer shall provide screening by constructing a sloping tile covered mansard roof element or other screening reviewed and approved by the Director of Community Development. 52. Landscape Installation Consistent with Construction Plans. All required landscape planting and irrigation shall have been installed consistent with the approved construction plans and shall be in a condition acceptable to the Director of Community Development. The plants shall be healthy and free of weeds, disease, or pests. The irrigation system shall be properly constructed and in good working order. 53. Performance Securities. Performance securities, in amounts to be determined by the Director of Community Development, to guarantee the maintenance of the plantings in accordance with the approved construction landscape and irrigation plan, shall be filed with the Planning Division for a period of one year from final Certificate of Occupancy. After that year, if the landscaping and irrigation system have been maintained in a condition satisfactory to the Director of Community Development, the bond shall be released upon request by the applicant. 54. Installation of Site Improvements. All site improvements, including but not limited to, parking areas and striping shall be installed. 55. Butterfield Sguare. The applicant shall collaborate with the Temecula Valley Historical Society to develop a commemorative plaque and photograph within the hotel of the Butterfield Square building to the satisfaction of the Community Development Director. 56. Certificate of Occupancy. The hotel shall not receive a Certificate of Occupancy until the parking garage has received all final inspections and occupancy approvals. 57. Compliance with Conditions of Approval. All of the foregoing conditions shall be complied with prior to occupancy or any use allowed by this permit. Outside Agencies 58. Flood Protection. Flood protection shall be provided in accordance with the Riverside County Flood Control Districts transmittal dated March 1, 2016, a copy of which is attached. The fee is made payable to the Riverside County Flood Control Water District by either a cashier's check or money order, prior to the issuance of a grading permit (unless deferred to a later date by the District), based upon the prevailing area drainage plan fee. 59. Compliance with Dept. of Environmental Health. The applicant shall comply with the recommendations set forth in the County of Riverside Department of Environmental Health's transmittals dated May 10, 2017 and June 15, 2017, copies of which are attached. 60. Compliance with EMWD. The applicant shall comply with the recommendations set forth in the Eastern Municipal Water District's transmittal dated April 22, 2016, a copy of which is attached. 61. Compliance with RCWD. The applicant shall comply with the recommendations set forth in the Rancho California Water District's transmittal dated April 25, 2017, a copy of which is attached. PUBLIC WORKS DEPARTMENT General Requirements 62. Conditions of Approval. The developer shall comply with all Conditions of Approval, the Engineering and Construction Manual and all City codes/standards at no cost to any governmental agency. 63. Entitlement Approval. The developer shall comply with the approved site plan, the conceptual Water Quality Management Plan (WQMP) and other relevant documents approved during entitlement. Any significant omission to the representation of site conditions may require the plans to be resubmitted for further review and revision. 64. Precise Grading Permit. A precise grading permit for on site improvements (outside of public right-of-way) shall be obtained from Public Works. 65. Haul Route Permit. A haul route permit may be required when soils are moved on public roadways to or from a grading site. The developer/contractor is to verify if the permit is required. If so, he shall comply with all conditions and requirements per the City's Engineering and Construction Manual and as directed by Public Works. 66. Encroachment Permits. Prior to commencement of any applicable construction, encroachment permit(s) are required and shall be obtained from Public Works for public offsite improvements. 67. Street Improvement Plans. The developer shall submit public/private street improvement plans for review and approval by Public Works. The plans shall be in compliance with Caltrans and City codes/standards; and shall include, but not limited to, plans and profiles showing existing topography, existing/proposed utilities, proposed centerline, top of curb and flowline grades. 68. Signing & Striping Plan. A signing & striping plan, designed by a registered civil engineer per the latest edition of Caltrans MUTCD standards, shall be included with the street improvement plans for approval. 69. Storm Drain Improvement Plans. The developer shall submit storm drain improvement plans if the street storm flows exceeds top of curb for the 10 -year storm event and/or is not contained within the street right-of-way for the 100 -year storm event. A manhole shall be constructed at right-of-way where a private and public storm drain systems connect. The plans shall be approved by Public Works. 70. Landscaved Parkways. The developer: a. shall contact the Park/Landscape Maintenance Supervisor for a pre -design meeting to discuss design parameters. The design shall be in conformance with the Temecula Landscape Standards b. shall set a pre -construction meeting with the appropriate parties including Public Works and Building & Safety, prior to start of work. The developer shall comply with the Public Works' review and inspection process c. his successor or assignee, shall be responsible for the maintenance of the landscaped median until such time Public Works accepts that responsibility 71. Private Drainage Facilities. All onsite drainage and water quality facilities shall be privately maintained. Prior to Issuance of a Grading Permit 72. Environmental Constraint Sheet (ECS). The developer shall comply with all constraints per the recorded ECS with any underlying maps related to the subject property. 73. Grading/Erosion & Sediment Control Plan. The developer shall submit a grading/erosion & sediment control plan(s) to be reviewed and approved by Public Works. All plans shall be coordinated for consistency with adjacent projects and existing improvements contiguous to the site. The approved plan shall include all construction -phase pollution -prevention controls to adequately address non -permitted runoff. Refer to the City's Engineering & Construction Manual at: www.TemeculaCA.gov/ECM 74. Erosion & Sediment Control Securities. The developer shall comply with the provisions of Chapter 24, Section 18.24.140 of the Temecula Municipal Code by posting security and entering into an agreement to guarantee the erosion & sediment control improvements. 75. NPDES General Permit Compliance. The developer shall obtain project coverage under the State National Pollutant Discharge Elimination System (NPDES) General Permit for Construction Activities and shall provide the following: a. A copy of the Waste Discharge Identification Number (WDID) issued by the State Water Resources Control Board (SWRCB); b. The project's Risk Level (RL) determination number; and c. The name, contact information and certification number of the Qualified SWPPP Developer (QSD) Pursuant to the State Water Resources Control Board (SWRCB) requirements and City's storm water ordinance, a Storm Water Pollution Prevention Plan (SWPPP) shall be generated and submitted to the Board. Throughout the project duration, the SWPPP shall be routinely updated and readily available (onsite) to the State and City. Review www.cabmphandbooks.com for SWPPP guidelines. Refer to the following link: http://www.waterboards.ca.gov/water issues/programs/stormwater/construction.shtml 76. Water Quality Management Plan (WQMP) and O&M Agreement. The developer shall submit a final WQMP (prepared by a registered professional engineer) with the initial grading plan submittal, based on the conceptual WQMP from the entitlement process. It must receive acceptance by Public Works. A copy of the final project -specific WQMP must be kept onsite at all times. In addition, a completed WQMP Operation and Maintenance (O&M) Agreement shall be submitted for review and approval. Upon approval from City staff, the applicant shall record the O&M agreement at the County Recorder's Office in Temecula. Refer to the WQMP template and agreement link below: www.TemeculaCA.gov/WQMP 77. Area Drainage Plan (ADP) Fee to RCFC&WCD. The developer shall demonstrate to the City that the flood mitigation charge (ADP fee) has been paid to RCFC&WCD. If the full ADP fee has already been credited to this property, no new charge will be required. 78. Drainage. All applicable drainage shall be depicted on the grading plan and properly accommodated with onsite drainage improvements and water quality facilities, which shall be privately maintained. Alterations to existing drainage patterns or concentration and/or diverting flows is not allowed unless the developer constructs adequate drainage improvements and obtains the necessary permissions from the downstream property owners. All drainage leaving the site shall be conveyed into a public storm drain system, if possible. The creation of new cross lot drainage is not permitted. 79 Drainage Study. A drainage study shall be prepared by a registered civil engineer and submitted to Public Works with the initial grading plan check in accordance with City, Riverside County and engineering standards. The study shall identify storm water runoff quantities (to mitigate the 100 -year storm event) from the development of this site and upstream of the site. It shall identify all existing or proposed offsite or onsite, public or private, drainage facilities intended to discharge this runoff. Runoff shall be conveyed to an adequate outfall capable of receiving the storm water runoff without damage to public or private property. The study shall include a capacity analysis verifying the adequacy of all facilities. Any upgrading or upsizing of drainage facilities necessary to convey the storm water runoff shall be provided as part of development of this project. 80. Soils Report. A soils report, prepared by a registered soil or civil engineer, shall be submitted to Public Works with the initial grading plan submittal. The report shall address the site's soil conditions and provide recommendations for the construction of engineered structures and preliminary pavement sections. 81. Geological Report. The developer shall complete any outstanding County geologist's requirements, recommendations and/or proposed Conditions of Approval as identified during entitlement. 82. Letter of Permission/Easement. The developer shall obtain documents (letters of permission or easements) for any offsite work performed on adjoining properties. The document's format is as directed by, and shall be submitted to, Public Works for acceptance. The document information shall be noted on the approved grading plan. 83. Sight Distance. The developer shall limit landscaping in the corner cut-off area of all street intersections and adjacent to driveways to provide for minimum sight distance and visibility. 84. Habitat Conservation Fee. The developer shall comply with the provisions of Chapter 8.24 of the Temecula Municipal Code (Habitat Conservation) by paying the appropriate fee set forth in the ordinance or by providing documented evidence that the fees have already been paid. Prior to Issuance of Encroachment Permit(s) 85. Public Utility Agency Work. The developer shall submit all relevant documentation due to encroaching within City right-of-way; and is responsible for any associated costs and for making arrangements with each applicable public utility agency. 86. Traffic Control Plans. A construction area traffic control plan (TCP) will be required for lane closures and detours or other disruptions to traffic circulation; and shall be reviewed and approved by Public Works. The TCP shall be designed by a registered civil or traffic engineer in conformance with the latest edition of the Caltrans Manual on Uniform Traffic Control Devices (MUTCD) and City standards. 87. Improvement Plans. All improvement plans (including but not limited to street, storm drain, traffic) shall be reviewed and approved by Public Works. 88. Street Trenching. All street trenches shall conform to City Standard No. 407; refer to the City's Paving Notes. Prior to Issuance of Building Permit(s) 89. Final Mac. Prior to the issuance of the first building permit, Parcel Map No. 37081 shall be approved and recorded. 90. Construction of Street Improvements. All street improvement plans shall be approved by Public Works. The developer shall start construction of all public street improvements, as outlined below, in accordance to the City's Old Town Specific Plan and corresponding City standards. All street improvement designs shall provide adequate right-of-way and pavement transitions per Caltrans' standards to join existing street improvements. a. Improve Old Town Front Street along property frontage — (Old Town Specific Plan Standard) to include installation of sidewalk, streetlights, drainage facilities, signing and striping, utilities (including but not limited to water and sewer) b. Improve Mercedes Street along property frontage — (Old Town Specific Plan Standard) to include installation of half -width street improvements plus twelve feet, paving, rolled curb and gutter, sidewalk, streetlights, drainage facilities, signing and striping, utilities (including but not limited to water and sewer). c. Improve Third Street along property frontage — (Old Town Specific Plan Standard modified) to include installation of half -width street improvements plus twelve feet, paving, rolled curb and gutter, sidewalk, streetlights, drainage facilities, signing and striping, pavers, utilities (including but not limited to water and sewer). d. Complete Third Street improvements from Old Town Front Street to Mercedes Street to include full width (40 feet wide) paving. e. Improve alley along Parcel 2 — (City of Temecula Standard modified width to 20 feet) — to include installation of full alley improvements from the westerly property boundary to Mercedes Street, paving, concrete ribbon gutter, drainage facilities, utilities (including but not limited to water and sewer). 91 Undergrounding Wires. All existing and proposed electrical and telecommunication lines, except electrical lines rated 34KV or greater, shall be installed underground per Title 15, Chapter 15.04 of the Temecula Municipal Code and utility provider's standards. The developer is responsible for any associated costs, for making arrangements with each utility agency and for obtaining the necessary easements 92. Street Lights. The developer shall submit a completed SCE street Tight application, an approved SCE Streetlight Plan and pay the advanced energy fees. If not obtaining a building permit, this shall be done prior to installation of additional street lighting. All costs associated with the relocation of any existing street lights shall be paid by the developer. 93. Certifications. Certifications are required from the registered civil engineer -of -record certifying the building pad elevation(s) per the approved plans and from the soil's engineer -of -record certifying compaction of the building pad(s). Prior to Issuance of a Certificate of Occupancy 94. Completion of Improvements. The developer shall complete all work per the approved plans and Conditions of Approval to the satisfaction of the City Engineer. This includes all on site work (including water quality facilities), public improvements and the executed WQMP Operation and Maintenance agreement. 95. Utility Agency Clearances. The developer shall receive written clearance from applicable utility agencies (i.e., Rancho California and Eastern Municipal Water Districts, etc.) for the completion of their respective facilities and provide to Public Works. 96. Replacement of Damaged Improvements/Monuments. Any appurtenance damaged or broken during development shall be repaired or removed and replaced to the satisfaction of Public Works. Any survey monuments damaged or destroyed shall be reset per City Standards by a qualified professional pursuant to the California Business and Professional Code Section 8771. 97. Certifications. All necessary certifications and clearances from engineers, utility companies and public agencies shall be submitted as required by Public Works. BUILDING AND SAFETY DIVISION General Requirements 98. Final Building and Safety Conditions. Final Building and Safety conditions will be addressed when building construction plans are submitted to Building and Safety for review. These conditions will be based on occupancy, use, the California Building Code (CBC), and related codes which are enforced at the time of building plan submittal. 99. Compliance with Code. All design components shall comply with applicable provisions of the 2016 edition of the California Building, Plumbing and Mechanical Codes; 2016 California Electrical Code; California Administrative Code, 2016 California Energy Codes, 2016 California Green Building Standards, California Title 24 Disabled Access Regulations, and City of Temecula Municipal Code. 100. ADA Access. Applicant shall provide details of all applicable disabled access provisions and building setbacks on plans to include: a.. Disabled access from the public way to the main entrance of the building. b.. Van accessible parking located as close as possible to the main entry. c. Disabled access from parking to furthest point of improvement. d.. Disabled access from public right-of-way to all public areas on site, such as club house, trash enclose tot lots and picnic areas. 101. County of Riverside Mount Palomar Ordinance. Applicant shall submit, at time of plan review, a complete exterior site lighting plan showing compliance with County of Riverside Mount Palomar Ordinance Number 655 for the regulation of light pollution. All streetlights and other outdoor lighting shall be shown on electrical plans submitted to the Building and Safety Division. Any outside lighting shall be hooded and aimed not to shine directly upon adjoining property or public rights-of-way. All exterior LED light fixtures shall be 3,000 kelvin or below. 102. Street Addressing. Applicant must obtain street addressing for all proposed buildings by requesting street addressing and submitting a site plan for commercial or multi -family residential projects or a recorded final map for single-family residential projects. 103. Clearance from TVUSD. A receipt or clearance letter from the Temecula Valley Unified School District shall be submitted to the Building and Safety Department to ensure the payment or exemption from School Mitigation Fees. 104. Obtain Approvals Prior to Construction. Applicant must obtain all building plans and permit approvals prior to commencement of any construction work. 105. Obtaining Separate Approvals and Permits. Trash enclosures, patio covers, light standards, and any block walls will require separate approvals and permits. Trash enclosures, patio covers, light standards, and any block walls will require separate approvals and permits. Solid covers are required over new and existing trash enclosures. 106. Demolition. Demolition permits require separate approvals and permits. 107. Sewer and Water Plan Approvals. On-site sewer and water plans will require separate approvals and permits. 108. Hours of Construction. Signage shall be prominently posted at the entrance to the project, indicating the hours of construction, as allowed by the City of Temecula Municipal Ordinance 9.20.060, for any site within one-quarter mile of an occupied residence. The permitted hours of construction are Monday through Saturday from 7:00 a.m. to 6:30 p.m. No work is permitted on Sundays and nationally recognized Government Holidays. 109. House Electrical Meter. Provide a house electrical meter to provide power for the operation of exterior lighting, irrigation pedestals and fire alarm systems for each building on the site. Developments with single user buildings shall clearly show on the plans how the operation of exterior lighting and fire alarm systems when a house meter is not specifically proposed. 110. Protection of drains and penetration. Protection of joints and penetrations in fire resistance -rated assemblies shall not be concealed from view until inspected for all designed fire protection. Required fire seals/fire barriers in fire assemblies at fire resistant penetrations shall be installed by individuals with classification or certification covering the installation of these systems. Provide certification for the installation of each area and certification of compliance for Building Official's approval. At Plan Review Submittal 111. Submitting Plans and Calculations. Applicant must submit to Building and Safety four (4) complete sets of plans and two (2) sets of supporting calculations for review and approval including: a. An electrical plan including load calculations and panel schedule, plumbing schematic, and mechanical plan applicable to scope of work. b. A Sound Transmission Control Study in accordance with the provisions of the Section 1207, of the 2016 edition of the California Building Code. c. A precise grading plan to verify accessibility for persons with disabilities. d. Truss calculations that have been stamped by the engineer of record of the building and the truss manufacturer engineer. Prior to Issuance of Grading Permit(s) 112. Onsite Water and Sewer Plans. Onsite water and sewer plans, submitted separately from the building plans, shall be submitted to Building and Safety for review and approval. 113. Demolition Permits. A demolition permit shall be obtained if there is an existing structure to be removed as part of the project. Prior to Issuance of Building Permit(s) 114. Plans Require Stamp of Registered Professional. Applicant shall provide appropriate stamp of a registered professional with original signature on the plans. Prior to Beginning of Construction 115. Pre -Construction Meeting. A pre -construction meeting is required with the building inspector prior to the start of the building construction. FIRE PREVENTION General Requirements 116. Fire Hydrants. The Fire Prevention Bureau is required to set minimum fire hydrant distances per CFC Appendix C. Standard fire hydrants (6" x 4" x (2) 2 '/2" outlets) shall be located on fire access roads and adjacent public streets. For all Commercial projects hydrants shall be spaced at 350 feet apart. The required fire flow shall be available from any adjacent hydrant(s) in the system, public or private. This applies to both the Hotel and Parking Structure. The upgrade of existing fire hydrants may be required (CFC Appendix C and Temecula City Ordinance 15.16.020). 117. Fire Dept. Plan Review. Final fire and life safety conditions will be addressed when building plans are reviewed by the Fire Prevention Bureau. These conditions will be based on occupancy, use, the California Building Code (CBC), California Fire Code (CFC), and related codes which are in force at the time of building plan submittal. 118. Fire Flow. The Fire Prevention Bureau is required to set a minimum fire flow for the remodel or construction of all commercial and residential buildings per CFC Appendix B. The developer shall provide for this project, a water system capable of delivering 4,000 GPM at 20 -PSI residual operating pressure for a 4 -hour duration for commercial projects. The fire flow as given above has taken into account all information as provided. This applies to all private and public fire hydrants. If public hydrants are being used to protect your property, they must meet the required fire flow set forth by the city of Temecula Municipal Code. (CFC Appendix B and Temecula City Ordinance 15.16.020). 119. Fire Requirement. The fire sprinkler riser room on the hotel will require direct exterior access on to Mercedes and will house the detector check valve assembly unit, the fire sprinkler riser(s) and fire alarm control panel. It will not share with any other equipment, including trash. The fire sprinkler riser room for the parking structure will face Third Street with direct exterior access and will house the detector check valve assembly unit, the fire sprinkler riser(s) and fire alarm control panel. It will not share with any other equipment, including trash. Prior to Issuance of Grading Permit(s) 120. Access Road Widths. Fire Department vehicle access roads shall have an unobstructed width of not less than 24 feet and an unobstructed vertical clearance of not less than 13 feet 6 inches (CFC Chapter 5 and City Ordinance 15.16.020). 121. All Weather Access Roads. Fire apparatus access roads shall be designed and maintained to support the imposed loads of fire apparatus and shall be with a surface to provide all-weather driving capabilities. Access roads shall be 80,000 lbs. GVW with a minimum of AC thickness of .25 feet. In accordance with Section 3310.1, prior to building construction, all locations where structures are to be built shall have fire apparatus access roads. (CFC Chapter 5 and City Ordinance 15.16.020). Prior to Issuance of Building Permit(s) 122. Required Submittals (Fire Underground Water). The developer shall furnish three copies of the water system plans to the Fire Prevention Bureau for approval prior to installation for all private water systems pertaining to the fire service line. Plans shall be signed by a registered civil engineer, contain a Fire Prevention Bureau approval signature block, and conform to hydrant type, location, spacing and minimum fire flow standards. Hydraulic calculations will be required with the underground submittal to ensure fire flow requirements are being met for the public fire hydrants. The plans must be submitted and approved prior to building permit being issued. Any equipment being placed inside the fire sprinkler riser room needs to be indicated on this plan and coordinated with Rancho California Water District. The detector check valve assembly unit will be required to be placed inside the fire sprinkler riser room. Two sets of plans and permits will be required as the parking structure will have a permit for their underground and the hotel will have a permit for their underground. (CFC Chapter 33 and Chapter 5). 123. Required Submittals (Fire Sprinkler Systems). Fire sprinkler plans shall be submitted to the Fire Prevention Bureau for approval. Three sets of sprinkler plans must be submitted by the installing contractor to the Fire Prevention Bureau. These plans must be submitted prior to the issuance of building permit. This equipment will be placed in the fire sprinkler riser room that will house only fire suppression equipment. The fire sprinkler riser room will be located off of Mercedes Drive and the door will be accessible off of Mercedes Drive. A fire sprinkler riser room for the parking structure will be located off of Third Street. A permit will be required for the parking structure and a separate permit will be required for the hotel. 124. Required Submittals (Fire Alarm Systems). Fire alarm plans shall be submitted to the Fire Prevention Bureau for approval. Three sets of alarm plans must be submitted by the installing contractor to the Fire Prevention Bureau. The fire alarm system is required to have a dedicated circuit from the house panel. These plans must be submitted prior to the issuance of building permit. The fire alarm control panel will be located in the fire sprinkler riser room. A permit will be required for the parking structure and a separate permit will be required for the hotel. Prior to Issuance of Certificate of Occupancy 125. Hydrant Verification. Hydrant locations shall be identified by the installation of reflective markers (blue dots). This applies to both public and private hydrants. (City Ordinance 15.16.020). 126. Addressing. New buildings shall have approved address numbers, building numbers or approved building identification placed in a position that is plainly legible and visible from the street or road fronting the property. These numbers shall contrast with their background. Commercial buildings shall have a minimum of 12 -inch numbers with suite numbers being a minimum of six inches in size. All suites shall have a minimum of 6 -inch high letters and/or numbers on both the front and rear doors. (CFC Chapter 5 and City Ordinance 15.16.020). 127. Knox Box. A "Knox -Box" shall be provided. The Knox -Box shall be installed a minimum of six feet in height and be located to the right side of the fire riser sprinkler room. This will be located off of Mercedes Drive. (CFC Chapter 5). 128. Site Plan. Prior to final inspection of any building, the applicant shall prepare and submit to the Fire Department for approval, a site plan designating fire lanes with appropriate lane painting and/or signs (CFC Chapter 5) POLICE DEPARTMENT General Requirements 129. Landscape Height. The applicant shall ensure all landscaping surrounding all buildings are kept at a height of no more than three feet or below the ground floor window sills. Plants, hedges and shrubbery shall be defensible plants to deter would-be intruders from breaking into the buildings utilizing lower level windows. 130. Tree Pruning. The applicant shall ensure all trees surrounding all building rooftops be kept at a distance to deter roof accessibility by "would-be burglars." Since trees also act as a natural ladder, the branches must be pruned to have a six-foot clearance from the buildings. 131. Berm Height. Berms shall not exceed three feet in height. 132. Parking Lot Lighting. All parking lot lighting shall be energy saving and minimized after hours of darkness and in compliance with Title 24, Part 6, of the California Code of Regulations. 133. Exterior Door Lighting. All exterior doors shall have a vandal resistant light fixture installed above the door. The doors shall be illuminated with a minimum one -foot candle illumination at ground level, evenly dispersed. 134. Ext