Agenda — Temecula City Council, April 26, 2022 (part 2 of 4)

Compensation and Fee Schedule
HELIX ENVIRONMENTAL PLANNING, INC.

HELIX
nning
Staff Title
Billing Rate ($)
Senior Archaeologist I
125
Field Director
120
Staff Archaeologist III
110
Staff Archaeologist II
95 Staff Archaeologist 1
85 Support Services for All HELIX Studies
Sr. GIS Specialist III
180
Sr. GIS Specialist II
155
Sr. GIS Specialist 1
150
Senior Graphics Specialist
120
GIS Specialist III
120
GIS Specialist II
110
GIS Specialist 1
100
Technical Editor
115
Word Processor
90 Clerical
70

Page 2 ends

Item No. 9

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: April 26, 2022
SUBJECT: Approve First Amendment to the Non -Exclusive Commodity Agreement for the Purchase of Overhead Street Name Signs with Main Street Signs PREPARED BY: Julie Tarrant, Principal Management Analyst Stacey Biddle, Management Assistant
RECOMMENDATION: That the City Council approve the First Amendment to the Non - Exclusive Commodity Agreement with Main Street Signs, for the purchase of Overhead Street Name Signs, in the amount of $129,602.81.

BACKGROUND: On March 24, 2020, City Council approved an agreement with Main Street Signs for the purchase of overhead street name signs with Main Street Signs in the amount of $144,517.88. This project includes the conversion of existing internally illuminated street name signs (IISNS) from fluorescent tubes to a reflective non -illuminated street name sign, including sign brackets and removal of electrical service wiring.

The Overhead Street Name Sign Replacement Program — Citywide is in the current Capital Improvement Program for FY2022-2026, and is funded with Measure S. To date, we have converted nearly half of the intersections within the city. The First Amendment will extend the term of the agreement to June 30, 2022, increase payment in the amount of $129,602.81, for a total agreement of $274,120.69, and allow for the purchase of additional street name signs and brackets to complete the Overhead Street Name Sign Replacement Program — Citywide project.

FISCAL IMPACT: Adequate funds are available in the Overhead Street Name Sign Replacement Program — Citywide, as identified in the Capital Improvement Program Fiscal Years 2020-2024, funded with Measure S.

ATTACHMENTS: First Amendment - Main Street Signs

FIRST AMENDMENT TO AGREEMENT BETWEEN

CITY OF TEMECULA AND MAIN STREET SIGNS
OVERHEAD STREET NAME SIGN REPLACEMENT PROGRAM — CITYWIDE (CONTRACT NO. 20-055)
THIS FIRST AMENDMENT is made and entered into as of April 26, 2022 by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City"), and Main Street Signs, a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

This Amendment is made with the respect to the following facts and purposes:
a. On March 24, 2020, the City and Contractor entered into that certain Agreement entitled "Agreement for Overhead Street Name Sign Replacement," in the amount of $144,517.88.
b. The parties now desire to extend the term of the agreement to June 30, 2022, increase the payment in the amount of $129,602.81, and to amend the Agreement as set forth in this Amendment.

2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows:

This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2022 unless sooner terminated pursuant to the provisions of this Agreement.

3. Section 3 of the Agreement entitled "PURCHASE PRICE" is hereby amended to read as follows:

The City agrees to pay Vendor for merchandise ordered and received in accordance with the payment rates and schedules and terms set forth in Exhibit B, Description and Price List of Merchandise attached hereto and incorporated herein by this reference as though set forth in full, based upon actual purchases. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed a total Agreement amount of Two Hundred Seventy -Four Thousand, One Hundred Twenty Dollars and Sixty -Nine Cents ($274,120.69), for the total term, unless additional payment is approved as provided in this agreement.

Vendor will submit invoices monthly for actual merchandise ordered and received.

Invoices shall be submitted between the first and fifteenth day of each month for merchandise delivered and accepted. Payment will be made within thirty (30) business days following receipt of invoice as to all non -disputed fees. The not to exceed purchase amount listed herein is an estimated expenditure and this Agreement does not guarantee Vendor this amount in purchases

4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth on Attachment "A" to this Amendment, which is attached hereto and incorporated herein as though set forth in full.
08/09/2021

5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 08/09/2021

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF TEMECULA
By:

Matt Rhan, Mayor
ATTEST:

By:

Randi Johl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney

MAIN STREET SIGNS
(Two signatures of corporate officers required unless corporate documents a Whorize only one person to sign the agreement on behalf of the corporation.)
By: J �-
Chuck Atha, President
t
Charles Atha, Vice President

CONTRACTOR

MAIN STREET SIGNS
Contact Person: Chuck Atha
1211 W. Brooks St., Suite A
Ontario, CA 91762
(909) 391-0988
charley rnainstreetsi ns.net
City Purchasing Mgr.

Initl Is and f
Date jf Z
08/09/2021

ATTACHMENT A

EXHIBIT B

PAYMENT RATES AND SCHEDULE
Cost shall be as per Vendor price listing attached hereto and incorporated herein as though set forth in full.

ITEM CODE
❑ESCRIPTION

MATERIAL

PRICE EACH

MAST ARM
MAST ARM SNS - 96" X 18"

AVERY DG
525.00

WELDED INTERNAL FRAME
* DOU13LE SIDED
* INCLUDES fVW BRACKETS
Total price for 227 Mast Arms is $119,175.00 plus $10,427.81 for sales tax. 08/09/2021

Item No. 10

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: April 26, 2022
SUBJECT: Approve First Amendment to the Minor Maintenance Agreement with Mariposa Tree Management, Inc., for Citywide Tree Trimming Maintenance Services PREPARED BY: Julie Tarrant, Principal Management Analyst Stacey Biddle, Management Assistant
RECOMMENDATION: That the City Council approve the First Amendment to the Minor Maintenance Agreement with Mariposa Tree Management, Inc., for citywide tree trimming maintenance services, in the amount of $900,000.

BACKGROUND: On November 9, 2021, City Council approved an annual agreement with Mariposa Tree Management, Inc. for citywide tree trimming maintenance services in the amount of $500,000. The First Amendment will extend the term of the contract to June 30, 2023, and increase payment in the amount of $900,000, for a total agreement of $1,400,000.

Mariposa Tree management, Inc. has performed these services during the current fiscal year and has shown they are capable and responsive to the needs of the city to provide a variety of tree trimming maintenance services and continue to maintain an efficient and economical means of completing the work.

FISCAL IMPACT: Adequate funds are available in the current Annual Operating Budget for Fiscal Year 2021-22 and will be available upon City Council approval of the Annual Operating Budget for Fiscal Year 2022-23.

ATTACHMENTS: First Amendment - Mariposa Tree Management, Inc.

FIRST AMENDMENT TO AGREEMENT BETWEEN
CITY OF TEMECULA AND MARIPOSA TREE MANAGEMENT, INC.

CITYWIDE TREE TRIMMING MAINTENANCE SERVICES
THIS FIRST AMENDMENT is made and entered into as of April 26, 2022 by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City"), and Mariposa Tree Management, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

This Amendment is made with the respect to the following facts and purposes:
a. On November 9, 2021, the City and Contractor entered into that certain Agreement entitled "Agreement for Citywide Tree Trimming Maintenance Services," in the amount of $500,000.
b. The parties now desire to extend the term of the agreement to June 30. 2023, increase the payment in the amount of $900,000, and to amend the Agreement as set forth in this Amendment.

2. Section 1 of the Agreement entitled "TERM" is hereby amended to read as follows:

This Agreement shall remain and continue in effect until tasks herein are completed, but in no event later than June 30, 2023 unless sooner terminated pursuant to the provisions of this Agreement.

If Agreement is extended beyond the original term, the Agreement price shall be adjusted at the beginning of each fiscal year in accordance with the changes in the Consumer Price Index (CPI) for all Urban Consumers for the Riverside -San Bernardino -Ontario Core Based Statistical Area using the most recently published month annual percentage change.

3. Section 3 of the Agreement entitled "PAYMENT" at paragraph "a" is hereby amended to read as follows:

The City agrees to pay Contractor monthly, in accordance with the payment rates and schedules and terms set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void.

This amount shall not exceed a total Agreement amount of One Million, Four Hundred Thousand Dollars ($1,400,000), for the total term, unless additional payment is approved as provided in this agreement.
08/09/2021

5. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. 08/09/2021

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF TEMECULA
By:

Matt Rahn, Mayor
ATTEST:

By:

Randi Johl, City Clerk
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney
MARIPOSA TREE MANAGEMENT, INC.
(Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.)
By: 1 I
LJ
Terry Noriega, President
14 By: - -
Dennis Jones, `Secretary & Vice
President of Ope tions

CONTRACTOR
Mariposa Tree Management, Inc.

Attn: Brandon Williamson
6232 Santos Diaz Street
Irwindale, CA 91702
Ph. 626-960-0196
Bra ndon.wilIiamson apmariposa-ca.com
City Purchasing Mgr.

Initial a d 1
Date- _�/ M/
08i09/2021

ATTACHMENT A

EXHIBIT B
ITEM
NO.

DESCRIPTIOI1
UOM

FEE I PRICE

TREE TRIMMING

1. Street Tree Trimming (Clearance Trim)
Each
$62.99
2 Street Tree Aesthetic Trimming
Each
$73.85

3. Park 1 Slope Tree Aesthetic Trimming (Aerial Unit)
Each
$'10 100
4 Park / Slope Tree Aesthetic Trimming (Climbing)
Each
$25521

5. Palm Tree Trimming
Each
$73.85

6. Complete Tree and Stump Removal
Diameter
Inch
$42.35
7 Complete Tree Removal Only
Diameter
Inch
$31.49
8 Stump Removal Only
Diameter
Inch
$17.38
9,
Root Pruning with Root Barrier (10 feet length x 18 inches depth — deep root or equivalent)
Each
$179.19
'10
Root Pruning without Root Barrier
Each
$211 77

TREE PLANTING

11. 15 Gallon with Root Barrier
Each
$195.48
12 '15 Gallon without Root Barrier
Each
$173.76
13 24 Inch Box with Root Barrier
Each
$407 25
'14.
24 Inch Box without Root Barrier
Each
$385.53

15. Tree Watering
Per Day
$76020
16 Crew Rental (3 men, aerial unit, dump truck and chipper) Per Hour
$283 45
'17.

Crew Rental (2 men, aerial unit, dump truck and chipper) Per Hour
$188.96
I8
Crew Rental (1 man)
Per Hour
$94 48
'19
Emergency Work Call -Out (3 men, including all necessary equipment, disposal fees, and zero material mark-up
Per Hour
$348.61

20. Tree Inventory Data Collection Including GPS Data and Documentation of Tree
Each
f$3.26
08/09/2021

Item No. 11

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: April 26, 2022
SUBJECT: Approve Resolution Rescinding Resolution No. 2021-69, a Resolution of Necessity for the Acquisition by Eminent Domain of Interests in Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as Assessor's Parcel Numbers 910-060-002 and 910-060-004 in Connection with the I-15/French Valley Parkway Improvements — Phase II, PW16-01
PREPARED BY: Amer Attar, Engineering Manager
Kendra Hannah-Meistrell, Senior Civil Engineer
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA RESCINDING RESOLUTION NO. 2021-69, A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA DECLARING CERTAIN REAL PROPERTY

INTERESTS NECESSARY FOR PUBLIC PURPOSES AND

AUTHORIZING THE ACQUISITION THEREOF IN
CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY
IMPROVEMENTS — PHASE II (CERTAIN REAL PROPERTY

INTERESTS IN CONNECTION WITH OUTDOOR

ADVERTISING STRUCTURES/BILLBOARDS IDENTIFIED
AS SIGN NUMBER 33321 AND SIGN NUMBER 33322,

LOCATED ON PORTIONS OF THE REAL PROPERTIES
IDENTIFIED AS APNS 910-060-002 & 910-060-004)
BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements - Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along

I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements.

Phase II requires the acquisition of several property interests, including the acquisition of certain property interests consisting of the interests of Lamar Central Outdoor, Inc. ("Lamar") in and to the outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 33322, leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of the real property identified as Riverside County Tax Assessor's Parcel Numbers ("APNs") 910-060-002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structures/billboards located on portions of the real properties identified as APNs 910-060-002 and 910-060-004 that are impacted by Phase II (collectively "Subject Property Interests") for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and public utilities in connection with the City's proposed construction of Phase II.

Pursuant to Government Code Section 7260, et seq., the City obtained fair market value appraisals for the Subject Property Interests and on August 10, 2021 set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraisers. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests.

Pursuant to Government Code Section 7267.2, the City extended to Lamar a written offer dated October 22, 2021. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs.

The parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs.

On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021- 69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 & 910-060-004).

On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("eminent domain proceeding").

The parties resumed their negotiations after the City commenced the eminent domain proceeding, and reached an agreement regarding the Subject Property Interests pursuant to the Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement Between the City of Temecula and Lamar Central Outdoor, LLC in Connection with the I-15/French Valley Parkway Improvements — Phase II, which was approved by the City Council on February 22, 2022 pursuant to Resolution No. 2022-17.

The City filed a dismissal of the eminent domain proceeding. In accordance with the terms of said Agreement, it is necessary for the City Council to rescind Resolution No. 2021-69.

FISCAL IMPACT: None
ATTACHMENTS: 1. Resolution

2. Resolution No. 2021-69

3. Project Description

4. Project Location

RESOLUTION NO.2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA RESCINDING RESOLUTION NO. 2021-69,

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA DECLARING CERTAIN REAL

PROPERTY INTERESTS NECESSARY FOR PUBLIC

PURPOSES AND AUTHORIZING THE ACQUISITION
THEREOF IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II
(CERTAIN REAL PROPERTY INTERESTS IN

CONNECTION WITH OUTDOOR ADVERTISING

STRUCTURES/BILLBOARDS IDENTIFIED AS SIGN
NUMBER 33321 AND SIGN NUMBER 33322, LOCATED ON

PORTIONS OF THE REAL PROPERTIES IDENTIFIED AS
APNS 910-060-002 & 910-060-004)

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California.

B. The City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve safety and operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). The City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off -ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to the I-15 and I-215. These improvements seek to alleviate congestion on I-15 at the I-215 junction where weaving occurs as drivers choose between the I-15 and I-215 at the same time as they merge from Winchester Road onto the I-15, and to improve circulation along these routes. Pursuant to Cooperative Agreement 08-1667 between the City and the State of California by and through Caltrans ("Caltrans Cooperative Agreement"), the City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. Caltrans is the lead agency under the National Environmental Policy Act of 1969 ("NEPA") and the California Environmental Quality Act ("CEQA").

C. Phase II requires the acquisition of several property interests, including the acquisition of certain property interests consisting of the interests of Lamar Central Outdoor, Inc. ("Lamar") in and to the outdoor advertising structuresibillboards identified as Sign Number

33321 and Sign Number 33322, leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of the real property identified as Riverside County Tax Assessor's Parcel Numbers ("APNs") 910-060- 002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structures/billboards located on portions of the real properties identified as APNs 910-060-002 and 910-060-004 that are impacted by Phase II (collectively "Subject Property Interests") for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retaining walls, drainage, and public utilities in connection with the City's proposed construction of Phase II.

D. Pursuant to Government Code Section 7260, et seq., the City obtained fair market value appraisals for the Subject Property Interests and set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraisers. On October 22, 2021, the City extended a written offer pursuant to Government Code Section 7267.2 to Lamar. The offer was based on the independent fair market value appraisals prepared on behalf of the City that assumed that it was not feasible for Lamar to relocate the Subject Signs. The parties negotiated in good faith, but had not reached an Agreement, as of December 14, 2021, regarding the impact of the acquisition of the Property Interests and Phase II on the Subject Signs.

E. On December 14, 2021, the City Council of the City of Temecula adopted Resolution No. 2021-69, a Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 & 910-060-004).

F. On January 6, 2022, the City filed a Complaint in Eminent Domain as Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of Lamar in and to Sign Number 33321 and Sign Number 33322 ("eminent domain proceeding").

G. The parties resumed their negotiations after the City commenced the eminent domain proceeding, and reached an agreement regarding the Subject Property Interests pursuant to the Settlement, Dismantle Costs, and Loss of Advertising Rent Agreement Between City of Temecula and Lamar Central Outdoor, LLC in Connection with the I-15/French Valley Parkway Improvements — Phase II, which was approved by the City Council on February 22, 2022 pursuant to Resolution No. 2022-17.

H. The City filed a dismissal of the eminent domain proceeding. In accordance with the terms of said Agreement, it is necessary for the City Council to rescind Resolution No. 2021-69.

I. The City is authorized to rescind Resolution No. 2021-69 pursuant to Code of Civil Procedure 1245.260(c), and other provisions of law.

Section 2. Adoption of Resolution Rescinding Resolution No. 2021-69. The City Council of the City of Temecula adopts Resolution No. 2022- , a Resolution of the City Council of the City of Temecula Rescinding Resolution No. 2021-69, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the 1-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in Connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign Number 33322 Located on Portions of the Real Properties Identified as APNs 910-060-002 & 910-060-004).

Section 3. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 26th day of April, 2022.

Matt Rahn, 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. 2022- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 26th day of April, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

RESOLUTION NO.2021-69

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA DECLARING CERTAIN REAL

PROPERTY INTERESTS NECESSARY FOR PUBLIC

PURPOSES AND AUTHORIZING THE ACQUISITION
THEREOF IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II
(CERTAIN REAL PROPERTY INTERESTS IN

CONNECTION WITH OUTDOOR ADVERTISING

STRUCTURES/BILLBOARDS IDENTIFIED AS SIGN
NUMBER 33321 AND SIGN NUMBER 33322, LOCATED ON

PORTIONS OF THE REAL PROPERTIES IDENTIFIED AS
APNS 910-060-002 & 910-060-004)

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California.

B. The City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve safety and operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). The City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off - ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on - ramps to just north of the I-15/I-215 junction with connectors to I-15 and I-215. These improvements seek to alleviate congestion on the I-15 at the I-215 junction where weaving occurs as drivers choose between the I-15 and I-215 at the same time as they merge from Winchester Road onto I-15 and to improve circulation along these routes. Pursuant to Cooperative Agreement 08-1667 between the City and the State of California by and through Caltrans ("Caltrans Cooperative Agreement"), the City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. Caltrans is the lead agency under the National Environmental Policy Act of 1969 ("NEPA") and the California Environmental Quality Act ("CEQA").

RANDI OHL-OLSON, JD, MMC, CITY CLINK
a

goods to and from the community." Phase II helps to implement Policy 2.1 and Policy 2.3 of the Circulation Element because it includes the construction of interchange improvements and regional arterial improvements outside the City's jurisdiction in cooperation with Caltrans, the City of Murrieta, and other entities, and improvements to current freeway interchanges within the City to achieve performance standards.

D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta").

The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). At its meeting of May 11, 2021, the City adopted Resolution No. 2021-26, A Resolution of the City Council of the City of Temecula Approving that Certain Agreement Entitled Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II. Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta recognized that Phase II is an interchange of regional significance for Western Riverside County with TUMF funding allocated for a significant portion of it. Phase II received an unprecedented $50 million grant from the Federal Government through the Infrastructure for Rebuilding America grant program administered by the United States Department of Transportation. The grant was supported by local Members of Congress as well as the U.S. Department of Defense and Marine Corps. based on the need to maintain the free flow of traffic to Camp Pendleton and Navy facilities in San Diego County, thus making it a national security improvement. The letter to the U.S. Department of Transportation dated February 26, 2019 from the U.S. Department of Defense, United States Marine Corps. Camp Pendleton, summarized the benefits of Phase II on the lives of service members, including a reduction of transit times of military operational units movement on I-15; reduction of transit times on the federal workforce, and improvement in the quality of life of military service members and their families resulting from the improved circulation.

E. Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II.

They recognized that public agencies may jointly exercise any power common to them pursuant to Government Code Section 6502 and Code of Civil Procedure Section 1240.140(b). Government Code Section 6502 provides that "[i]f authorized by their legislative or governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties". California Code of Civil Procedure Section 1240.140(b) provides that "[t]wo or more public agencies may enter into an agreement for the joint exercise of their respective powers of eminent domain, whether or not possessed in common, for the acquisition of property as a single parcel." The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, art. I, sec. 19). The acquisition of private property for public street/highway purposes, and all uses necessary or convenient thereto in connection with the proposed construction of Phase II is a public use, and is authorized by Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
2 original on deposit.within the records f the City of
Temecula, this�day ut��,2a�
RAN[]I HI.0I_SON, JD, MMC, CITY CLERK
Vy.

1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law. Further, the City and Murrieta agreed that a joint approach is beneficial to the timely delivery of Phase I1, and agreed to cooperate and coordinate their efforts to the extent practicable in connection with the acquisition of the necessary right of way for Phase II. They further agreed that pursuant to Government Code Section 6502 and Code of Civil Procedure Section 1240.140(b), the parties may jointly exercise any power common to them. Both Temecula and Murrieta are authorized to acquire real property interests by eminent domain for public street/highway purposes. Temecula is the Implementing Agency for right-of-way acquisition pursuant to the Caltrans Cooperative Agreement. Murrieta consented to the City's acquisition of property interests located within the boundaries of Murrieta, including the City's acquisition by eminent domain, if necessary, of property interests needed for Phase 11. The City agreed that it would acquire any necessary property interests for Phase II in accordance with Government Code Section 7260 et seq., and the Eminent Domain Law, Code of Civil Procedure Section 1230.010 et seq., and other provisions of law. The City and Murrieta further agreed that the acquisition of the necessary real property interests required for Phase 11 is a matter of urgency of extreme expediency or necessity and manifestly desirable to alleviate congestion and improve traffic circulation in Southwest Riverside County. Pursuant to the Temecula-Murrieta Cooperative agreement, Murrieta also consented to the City's conveyance of any portions of the necessary real property interests required for Phase II to Caltrans in accordance with the terms of the Caltrans Cooperative Agreement.

F. Phase II requires the acquisition of the certain property interests consisting of the interests of Lamar Central Outdoor, Inc. ("Lamar") in and to the outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 33322, leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of APNs 910-060-002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structures/billboards located on portions of the real properties identified as APNs 910- 060-002 and 910-060-004 that are impacted by Phase II (collectively "Subject Property Interests"), and are described more particularly below in Section 4. The City seeks to acquire the Subject Property Interests for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase Il.

Section 2. Adoption of Resolution of Necessity. The City Council of the City of Temecula adopts Resolution No. 2021-69, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Real Property Interests in connection with Outdoor Advertising Structures/Billboards Identified as Sign Number 33321 and Sign 33322, Located on Portions of the Real Properties Identified as APNs 910-060-002 & 910-060-004).

Section 3. Authorization for AC uisition of Real Property Interests by Eminent Domain. The City seeks to acquire by eminent domain the Subject Property Interests described more particularly below in Section 4 of this Resolution for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II pursuant to the authority conferred upon the City of Temecula to acquire property by eminent domain by I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
3 original on deposit ,thin the r .cords the City of
m Teecula, this thin
of 2fl
RANDI JO L50N, JD, MMC, CITY CLERK
Sy:

Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020 1240.050, 1240.110, 1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law.

Section 4. Sub-ect Property Interests. The City seeks to acquire certain real property interests of Lamar consisting of the interests of Lamar in and to the outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 33322, depicted on the Exhibit "A" attached hereto and into orated by this reference leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of APNs 910-060-002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structuresibillboards located on portions of the real properties identified as APNs 910-060-002 and 910-060-004.

Section 5. Environmental Review. The environmental effects of the French Valley Parkway/Interstate-15 Over -Crossing and Interchange Improvements Project (PW02-11 and PW07-04) ("Project") and the acquisition of the real property interests needed for the Project were studied and analyzed as an integral part of the Mitigated Negative Declaration for the Project (MND) adopted by the City on February 23, 2010 pursuant to Resolution No. 10-14, A Resolution of the City of Temecula Adopting a Mitigated Negative Declaration for the French Valley Parkway/Interstate-15 Over -Crossing and Interchange Improvements Project (PW02-11 and PW07-04) and Approving the Project. At that time, the City was the lead agency under the CEQA for the Project. Caltrans was the lead agency under NEPA for the Project. Together, the City and Caltrans completed an Initial Study [with Mitigated Negative Declaration]/Environmental Assessment with Finding of No Significant Impact (IS/EA), a joint CEQA/NEPA document for the Project. Caltrans signed and approved the Finding of No Significant Impact (FONSI) on January 29, 2010.

In adopting Resolution No. 10-14 approving the MND and the Project, the City Council found that the Project would accomplish the following objectives: (1) reduce current and projected traffic congestion on the ramps and freeway mainline in the project area; (2) improve safety and operations between Winchester Road and the 1-15/I-215 junction; (3) provide alternative vehicular access to I-15 that will also provide operational improvements to the I-15/Winchester Road interchange; and (4) provide improvements to accommodate projected growth and to facilitate local circulation consistent with the General Plans of the Cities of Temecula and Murrieta. In adopting the MND, the City Council found that (1) the MND was prepared in compliance with CEQA; (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the MND reflects the independent judgment and analysis of the City Council. The City duly filed the Notice of Determination in accordance with applicable law.

Pursuant to the Caltrans Cooperative Agreement, Caltrans is the lead agency under both NEPA and CEQA for Phase II. The environmental effects of Phase II and the acquisition of the real property interests needed for Phase II were studied and analyzed as an integral part of the MND for the Project and the Caltrans Re -Validation in connection with Caltrans' further I haroby Mortify, under the penalty of padtiry, that the above and foregoing is a true and correct copy of an
4 grlginal on dep Bit ithin the records f the City ofmt3oulp Tel thls day of_ w
RANI] HL-OL5ON, JD, MMC, CITY CLERK

environmental analysis and review of the environmental documents for the Project. Caltrans completed the NEPA/CEQA Re -Validation on July 9, 2021 [DIST-CO-RTE: 08-RIV-15, 215; Project No. FTIP ID RIV031215 (RTP ID RIV 031215) (SCH 2O09041108)], which is on file with the City Public Works Department and is incorporated in this Agenda Report by this Reference ("Caltrans Re -Validation").

In the Caltrans Re -Validation, Caltrans explained that the scope of Phase II was modified to include the northbound (NB) collector/distributor connectors to I-15 and I-215, one new bridge, widening of two bridges, ten retaining walls and one sound wall, and some drainage improvements.

The change in the scope of Phase II resulted in a decrease in the number of full and partial acquisitions required for Phase II and an increase in the need for temporary construction easements. Caltrans found that the original environmental document needed to be updated and further documentation was prepared in connection with NEPA. Based on the changed conditions and supporting information, Caltrans found that, with respect to the CEQA analysis, only minor technical changes or additions to the previous documents were necessary and an addendum was prepared and included with the Re -Validation Form. The Re -Validation Form noted that the Phase II improvements were previously identified and were approved as part of Phase II of the Project described in the 2010 IS/EA. It also found that Phase II itself would not result in new types of impacts over those identified in the IS/EA for the overall Project. Caltrans determined that due to the smaller scope of Phase II and the refined project engineering information, the magnitude of various impacts is reduced but generally remains the same as those addressed in the IS/EA.

Caltrans also found that the acquisition of 34 parcels, including the displacement of two nonresidential uses, was anticipated with the overall Project. Of this, two full parcel acquisitions and twelve partial parcel acquisitions were initially anticipated for Phase II (as noted in the 2010 IS/EA). Based on the smaller project scope for Phase II, Caltrans found that Phase 11 would not result in any full parcel acquisitions, but would require eleven partial acquisitions, three permanent footing easements, and five temporary easements for construction of Phase II. Although there has been a reduction in the number of full and partial acquisitions required, Caltrans noted that Phase II requires the acquisition of property interests from APN 910-020-077 that were not included in the original IS/EA and from APN 910-281-001 based on the revisions to the appraisal map approved on June 3, 2021. Caltrans found that the reduction in proposed acquisitions would not result in new impacts and that no new additional mitigation measures are required. Caltrans noted that the proposed footing easements and use of City property would only affect undeveloped land and would not result in displacement of any persons or businesses. Phase II may, however, require the relocation of two outdoor advertising structures/billboards owned by Lamar and identified as Sign Number 33321 and Sign Number 33322 located on APNs 910-060-002 and 910-060-004 in the City of Murrieta, which are the subject of this Resolution of Necessity. In connection with the preparation of this Resolution of Necessity, City Staff reviewed the MND and FONSI for the Project and the Re -Validation prepared in connection with Phase II, and found that the environmental findings for the Project and Phase II are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests in connection with Phase II.

Section 6. Phase 11, as planned and designed, is in the public interest and necessity and is of regional significance. Phase II, as planned and located, will construct a two-lane northbound collector/distributor (C/D) system along I-15 from the Winchester Road/I-15 Interchange northerly on -ramps to just north of the I-15/1-215 junction with connectors to I-15 and I-215. Phase II l hereby certify, under the pinaity of perjury, that the above and foregoing is a true and correct copy of an
5 original on deposit 'ithin the records r the City of
7enecula, 's clayof 2D
RAND •RLSON, JD. MMC, CITY CLERK
ay:

received an unprecedented $50 million grant from the Federal Government through the Infrastructure for Rebuilding America grant program administered by the United States Department of Transportation. The grant was supported by local Members of Congress as well as the U.S. Department of Defense and Marine Corps. based on the need to maintain the free flow of traffic to Camp Pendleton and Navy facilities in San Diego County, thus making it a national security improvement. Phase II, as planned and designed, will alleviate congestion, and improve safety and traffic circulation by constructing the northbound collector/distributor road improvements. The City and Murrieta have recognized that the construction of the Project would benefit both communities, and that both communities have a mutual interest in the Project to improve traffic and promote safety for the general public. The improvements proposed for Phase II seek to improve traffic congestion on 1-15 at the 1-215 junction where weaving occurs as drivers choose between I-15 and I-215 at the same time as they merge from Winchester Road onto 1-15, and to improve circulation along these routes.

Section 7. Phase II is consistent with the Circulation Element of the General Plan, which recognizes that "[e]nsuring adequate regional circulation for residents and businesses will require coordination with regional and State transportation planning efforts." (Circulation Element, C-23). Phase II furthers Goal 2 of the Circulation Element, which seeks to create a "regional transportation system that accommodates the safe and efficient movement of people and goods to and from the community." Phase II helps to implement Policy 2.1 and Policy 2.3 of the Circulation Element because it includes the construction of interchange and regional arterial improvements outside the City's jurisdiction in cooperation with Caltrans, the City of Murrieta, and other entities, and also includes improvements to current freeway interchanges within the City to achieve performance standards.

Section 8. Phase II is planned and located in the manner that is most compatible with the greatest public good and the least private injury. Phase II is planned and designed to construct a two-lane northbound collector/distributor (C/D) system along 1-15 from the Winchester Road/1- 15 Interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to 1-15 and I-215. The construction of these improvements are of regional significance. Phase II is planned and located to minimize the impact on private parcels. The construction Phase II will not impact any buildings. It will not result in the displacement of any persons or businesses, except for the potential impacts to Lamar's interests in the two billboard/outdoor advertising structures located on APNs 910-060-002 and 910-060-004 in the City of Murrieta that are impacted by Phase II and are the subject of this Resolution of Necessity. Preliminary analysis indicates that it may not be feasible to relocate the two subject billboard/outdoor advertising structures impacted by Phase II.

Section 9. The public use for which the City seeks to acquire the Subject Property Interests, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the Subject Property Interests (Code of Civil Procedure Section 1240.510). To the extent that Phase II will require the relocation of the interests/facilities of easement holders located in the area of the Subject Property Interests and impacted by Phase II, the City's use of the Subject Property Interests for Phase 11 is a more necessary public use within the meaning of Code of Civil Procedure Section 1240.650 than the I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
6 original on deposit Within the records of the City of Temecula, thisjLA day oi_ 20
f

RANDI J QLSQN, JD, MMC, CITY CLERK
S

uses to which said public utility easement holders have appropriated any easements located in the area of the Subject Property Interests. Accordingly, the City is authorized to acquire the Subject Property Interests pursuant to Code of Civil Procedure Sections 1240.510, 1240.610, and 1240.650.

Section 10. Pursuant to Government Code Section 7260 et seq., the City obtained a fair market value appraisal of the Subject Property Interests and set just compensation for the Subject Property Interests in accordance with the fair market value. On October 22, 2021, the City extended a written offer pursuant to Government Code Section 7267.2 to Lamar, the owner of the impacted outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 33322, via certified mail and regular first-class mail. The City's offer included an informational pamphlet describing the eminent domain process and the record owner's rights under the Eminent Domain law. In accordance with Government Code Section 7267.2, the City's written offer contained a written statement of and summary of the basis for, the amount it established as just compensation. The City's offer package for the Subject Property Interests included compensation for improvements pertaining to the realty (the billboard structures) and impact to the Lamar's interests in the Subject Property Interests, including business goodwill.

Further, the offer letter offered to pay the reasonable costs of Lamar, up to $5,000, of an independent appraisal of the Subject Property Interests pursuant to Code of Civil Procedure Section 1263.025.

Section 11. The City provided written notice dated November 24, 2021 to the owner of record of the Subject Property Interests, Lamar, pursuant to Code of Civil Procedure Section 1245.235 of the City Council's intent to consider the adoption of a Resolution of Necessity for the acquisition of the Subject Property Interests by eminent domain. It also notified Lamar of the opportunity to appear before the City Council and raise questions about whether the public interest and necessity require Phase II; whether Phase II is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire are necessary for Phase I1.

Section 12. Based on the evidence presented at the hearing regarding the acquisition of the Subject Property Interests, consisting of the interests of Lamar in and to the outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 33322, leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of APNs 910-060-002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structures/billboards located on portions of the real properties identified as APNs 910- 060-002 and 910-060-004, including the Agenda Report, the documents referenced therein, and any oral or written testimony at the hearing, the City Council hereby finds and determines that:

A. The public interest and necessity require Phase II;
B. Phase II is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; C. The Subject Property Interests, consisting of the interests of Lamar in and to the outdoor advertising structures/billboards identified as Sign Number 33321 and Sign Number 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
y original on depos�thin the records o the Citybof�'
Temecula, this day of
_UaLLZJLRANDI L•OLSON, JD MMC, CITY CLERK

33322, leasehold interests in connection with Sign Number 33321 and Sign Number 33322, easement interests, if any, in connection with the use of the portions of APNs 910-060-002 and 910-060-004 on which Sign Number 33321 and Sign Number 33322 are located, and goodwill relating to said outdoor advertising structures/billboards located on portions of the real properties identified as APNs 910-060-002 and 910-060-004 depicted on Exhibit "A" and Exhibit "B" hereto, which are impacted by Phase II, are necessary for Phase II; and D. The City has made the offer required by Government Code Section 7267.2 to the owner of record of the Subject Property Interests the City seeks to acquire.

Section 13. The findings and declarations contained in this Resolution are based upon the record before the City Council, including the Agenda Report, and all documents referenced therein, all of which are incorporated herein by this reference and testimony and/or comments, if any, submitted to the City by Lamar or Lamar's representative(s). These documents include, but are not limited to the City of Temecula General Plan, the offer letter and package sent to Lamar pursuant to Government Code Section 7267.2, the notice pursuant to Code of Civil Procedure Section 1245.235, Resolution No. 2021-26, Resolution No. 10-14, and environmental documents relating to the Project and Phase 11.

Section 14. Authorization to File Eminent Domain Proceeding. The City Attorney's Office is authorized to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire by eminent domain the Subject Property Interests in connection with Phase 11. The Subject Property Interests are depicted on Exhibit "A" and Exhibit "B" hereto.

Section 15. City Manager Authority. The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding.

Section 16. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 141h day of December, 2021.

AT
Randi Johl, City Clerk
[SEAL]
r �
J
Maryann Edwards, Mayor
hereby certify, under the penalty of perjury, that the
above and foregoing is a true and correct copy of an
orlginal on deposit (thin the,[ocords the City of
m Teecula, this=day nt 13r,L ,2d2—il
RANDI JQ • LSON, JD, MMC, CITY CLERK
BY, -

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. 2021-69 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of December, 2021, by the following vote:

AYES: 5 COUNCIL MEMBERS: Alexander, Edwards, Rahn, Schwank, Stewart
NOES: 0 COUNCIL MEMBERS: None
ABSTAIN: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
Randi Johl, City Clerk
hereby certify, under the penalty of perjury, that the
above and foregoing is a true and correct copy of an
original on meculadeposit ithin the records o the City of 9 Tern this_ &day or 20AL•
RANDf J •0L50N, 3o. MMC, CITY CLERK

Exhibit "A"
Depiction of Subject Billboards Impacted by Phase II
(Lamar Outdoor Advertising Sign No. 33321 & Sign No. 33322)

SUBJECT

SUBJECT
hereby certify, under the penalty of perjury, that the
above and foregoing is a true and correct copy of an
original on deposit within the records the City of
Temecula, lhi3�day
RANDI JOHL•aLSON, JD, MMC, CITY CLERK

Si-B,TEC.T

SUB ECT
I hereby Certify, under the penalty of perjury, that the above and foregoing is a true and court copy of an
original on deposit within the records of the City of
Temecula, thi5J�day
RANDI HL•OLSON, SO, MMC, CITY CLERK

Alft
c7"
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program
FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II
Circulation Project
Project Description: This project includes the design and construction of the two lane northbound collector/distributer road system beginning north of the Winchester Road Interchange on -ramps and ending just north of the 1-15/1-215 junction with connectors to 1-15 and 1-215.

Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system.

Core Value: Transportation Mobility and Connectivity
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22.

Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I
Project Cost:

Prior Years
Actuals
2020-21
Adjusted
2021-22
Adopted
Budget
2022-23
Projected
2023-24 2024-25
Projected Projected
2025-26
Projected
Total Project
Cost
Administration
2,552,128
251,670
227,000
227,000
227,000
3,484,799
Construction
88,950,000
88,950,000
Construction Engineering
1,279
10,899,721
10,901,000
Design & Environmental
17,898,086
1,221,217
19,119,303
Land Acquisition
9,393,251
5,826,900
743,100
15,963,251
Utilities
1,993
1,993
Total Expenditures
29,846,738
107,149,508
970,100
227,000
227,000
138,420,346
Source of Funds:

CFD 01-02 (Harveston)
1,005,840
1,005,840
DIF-Street Improvements
75,360
75,360
General Fund
4,236,174
4,236,174
INFRA Grant
50,000,000
50,000,000
Measure A
1,627,914
1,627,914
Measure S
454,000
3,837,485 970,100 227,000 227,000
5,715,585
Reimbursements
6,008,000
6,008,000

SAFETEA-LU
1,602,360
1,602,360
STIP-Surface Transportation
47,600,000
47,600,000
Improvement Program

TUMF (CETAP/RCTC)
472,841
999,668
1,472,509

TUMF (RCTC)
2,343,000
2,343,000

TUMF (WRCOG)
11,450,112
5,283,492
16,733,604
Total Funding
27,673,241
109,323,005 970,100 227,000 227,000
138,420,346
Future Operating & Maintenance Costs:
71 Alk
c7"
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2022-26
Capital Improvement Program
FRENCH VALLEY PARKWAY/1-15 IMPROVEMENTS - PHASE II
Circulation Project
2021-22
Prior Years
2020-21 Adopted 2022-23 2023-24 2024-25 2025-26
Total Project
Project Cost:

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Total Operating Costs
Notes :

1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds.

2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000).

3. TUMF (RCTC)- Regional funding is pursuant to RCTC Agreement No.06-72-048-00 for a total of $7,517,000 ($5,517,000-ROW; $2,000,000-PS&E). $200,000 City Match, Phase I expended $3,174,000-ROW; $2,000,000 PS&E; $200,000 City Match. Phase II expended $2,343,000 ROW.

4. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 06-SW-TEM-1079 for a total of $11,575,000 reduced to $11,451,875 ($975,752-PA&ED; $8,801,875-PS&E; $1,674,248-ROW) for Phase I and Phase II.

5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II.

6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I.

7. TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No.17-73-007-00 in the amount of $1,472,509 ($673,562 ROW; $798,947 DESIGN; $106,603 City Match).
72 pF TF.q£C
G" French Valley Parkway/I-15 Improvements - Phase 11
Circulation Project Location
0 400 800 Feet
Them a p FrenchValleyParkway_Phasell.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update and modification. The City of Temecula assumes no warranty or legal responsibility for the information contained on this map. This map is not for reprint or resale. Visit the City of Temecula GIS online at https://temeculaca.gov/gis 2018 Aerial Data 58 French Valley Parkway/1-15 Improvements — Phase II
Lamar Central Outdoor, Inc. Billboards
1 "CD4" LINE 2
J
3 0
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f

Item No. 12

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: April 26, 2022
SUBJECT: Approve Resolution Rescinding Resolution No. 2021-70, a Resolution of Necessity for the Acquisition by Eminent Domain of Certain Real Property Interests on Assessor's Parcel Numbers 910-020-077, 910-060-002, 910-060-003, 910-060- 009, & 910-060-015 in Connection with the I-15/French Valley Parkway Improvements — Phase II, PW 16-01
PREPARED BY: Amer Attar, Engineering Manager
Kendra Hannah-Meistrell, Senior Civil Engineer
Paula Gutierrez Baeza, City Attorney's Office
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA RESCINDING RESOLUTION NO. 2021-70, A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA DECLARING CERTAIN REAL PROPERTY

INTERESTS NECESSARY FOR PUBLIC PURPOSES AND

AUTHORIZING THE ACQUISITION THEREOF IN
CONNECTION WITH THE I-15/FRENCH VALLEY PARKWAY
IMPROVEMENTS — PHASE II (CERTAIN PROPERTY
INTERESTS ON APNS 910-020-077, 910-060-002, 910-060-003, 910-060-009, & 910-060-015)
BACKGROUND: The City of Temecula (City), in cooperation with the California Department of Transportation (Caltrans), seeks to construct the I-15/French Valley Parkway Improvements - Phase II (Phase II) to alleviate traffic congestion and improve operational efficiency within the limits of the I-15/French Valley Parkway Improvements Project. As partof Phase II, the City proposes to construct a two-lane northbound collector/distributor system along I-15 from the Winchester Road/I-15 interchange northerly on -ramps to just north of the I-154-215 junction with connectors to I-15 and I-215. The Phase II project requires the acquisition of privately -owned lands to accommodate the proposed public improvements.

Phase II requires the acquisition of several property interests, including the acquisition in fee of an approximate 52,090 square foot portion ("Subject Fee Property") of those certain vacant real properties located on the west side of Jackson Avenue in the City of Murrieta, California, and identified as Riverside County Tax Assessor's Parcel Numbers ("APNs") 910-020-077, 910-060- 002, 910-060-003, 910-060-009, 910-060-015 ("Larger Parcel") for public use, namely public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retaining walls, drainage, and public utilities in connection with the City's proposed construction of Phase II. Larchmont Park, LLC, a California limited liability company was the record fee owners of said real property. A billboard structure is located on the property line of the parcel identified as APN 910-060-002 and will be affected by the construction of Phase II. The owners of the APN 910-060-002 received rental income from the billboard's north advertising side based on a ground lease for said billboard.

Pursuant to Government Code Section 7260, et seq., the City obtained a fair market value appraisal of the approximate 52,090 square foot Subject Fee Property, the loss of ground lease rent for the affected billboard, and all interests of Larchmont Park, LLC in and to the subject billboard (collectively "Subject Property Interests") and on August 10, 2021 set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property Interests.

Pursuant to Government Code Section 7267.2, the City and its consultant, Overland, Pacific & Cutler, hand -delivered a written offer dated October 11, 2021 to Larchmont Park, LLC to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser.

The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel. As of December 14, 2021, the parties had not reached an agreement for the City's purchase of the Subject Property Interests. On December 14, 2021, the City Council held a hearing in accordance with the Eminent Domain Law (Code of Civil Procedure Section 1230.010, et seq.) and adopted Resolution No. 2021-70, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I- 15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APNs 910- 020-077, 910-060-002, 910-060-003, 910-060-009, & 910-060-015).

The parties resumed their negotiations after the City Council adopted Resolution No. 2021-70, and reached an agreement regarding the price and terms of the City's purchase of the Subject Property Interests. On January 25, 2022, the City Council adopted Resolution No. 2022-07 approving the Purchase and Sale Agreement and Joint Escrow Instructions between the City and Larchmont Park, LLC for the acquisition of the Subject Property Interests. Escrow for the City's acquisition of the Subject Property Interests closed on March 23, 2022. The City acquired title to the Subject Property Interests pursuant to that certain Grant Deed recorded on March 23, 2022 as Document No. 2022-0141306 of Official Records of the County of Riverside.

The City acquired the Subject Property Interests by negotiated acquisition and is now vested with title to the Subject Property Interests. Accordingly, it is necessary for the City to rescind Resolution No. 2021-70.

FISCAL IMPACT: None
ATTACHMENTS: 1. Resolution

2. Resolution No. 2021-70

3. Project Description

4. Project Location

RESOLUTION NO.2022-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA RESCINDING RESOLUTION NO. 2021-70,

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA DECLARING CERTAIN REAL

PROPERTY INTERESTS NECESSARY FOR PUBLIC

PURPOSES AND AUTHORIZING THE ACQUISITION
THEREOF IN CONNECTION WITH THE I-15/FRENCH
VALLEY PARKWAY IMPROVEMENTS — PHASE II
(CERTAIN PROPERTY INTERESTS ON APNS 910-020-077,
910-060-002, 910-060-003, 910-060-009, & 910-060-015)

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California.

C. Phase II requires the acquisition of several property interests, including the acquisition in fee of an approximate 52,090 square foot portion ("Subject Fee Property") of those certain vacant real properties located on the west side of Jackson Avenue in the City of Murrieta, California, and identified as Riverside County Tax Assessor's Parcel Numbers ("APNs") 910- 020-077, 910-060-002, 910-060-003, 910-060-009 and 910-060-015 ("Larger Parcel") for public use, namely public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retaining walls, drainage, and public utilities

in connection with the City's proposed construction of Phase II. Larchmont Park, LLC, a California limited liability company was the record fee owners of said real property. A billboard structure is located on the property line of the parcel identified as APN 910-060-002 and will be affected by the construction of Phase II. The owners of the APN 910-060-002 received rental income from the billboard's north advertising side based on a ground lease for said billboard.

D. Pursuant to Government Code Section 7260, et seq., the City obtained a fair market value appraisal of the approximate 52,090 square foot Subject Fee Property, the loss of ground lease rent for the affected billboard, and all interests of Larchmont Park, LLC in and to the subject billboard (collectively "Subject Property Interests") and on August 10, 2021 set just compensation for the Subject Property Interests at the fair market value as determined by the City's independent appraiser based on an October 7, 2020 date of value. On October 11, 2021, the City extended a written offer to the owner of record, Larchmont Park, LLC, via hand delivery, to purchase the Subject Property Interests at the fair market value established by the City's independent appraiser pursuant to Government Code Section 7267.2. The parties negotiated in good faith the City's purchase of the Subject Property Interests, including severance damages to the remainder portions of the Larger Parcel but had not reached a negotiated agreement for the purchase of the Subject Property Interests as of December 14, 2021.

E. On December 14, 2021, the City Council of the City of Temecula held a hearing in accordance with the Eminent Domain Law (Code of Civil Procedure Section 1230.010 et seq.) and adopted Resolution No. 2021-70, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APNs 910-020-077, 910-060-002, 910- 060-003, 910-060-009, & 910-060-015).

F. The parties resumed their negotiations after the City Council adopted Resolution No. 2021-70, and reached an agreement on the terms of the City's purchase of the Subject Property Interests.

G. On January 25, 2022, the City Council adopted Resolution No. 2022-07 approving a Purchase and Sale Agreement and Joint Escrow Instructions between the City and Larchmont Park, LLC for the acquisition of the Subject Property Interests. Escrow for the City's acquisition of the Subject Property Interests closed on March 23, 2022. The City acquired title to the Subject Property Interests pursuant to that certain Grant Deed recorded on March 23, 2022 as Document No. 2022-0141306 of Official Records of the County of Riverside. Accordingly, it is necessary for the City to rescind Resolution No. 2021-70.

H. The City is authorized to rescind Resolution No. 2021-70 pursuant to Code of Civil Procedure 1245.260(c), and other provisions of law.

Section 2. Adoption of Resolution Rescinding Resolution No. 2021-70. The City Council of the City of Temecula adopts Resolution No. 2022- , a Resolution of the City Council of the City of Temecula Rescinding Resolution No. 2021-70, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley N

Parkway Improvements — Phase 11 (Certain Property Interests on APNs 910-020-077, 910-060- 002, 910-060-003, 910-060-009, & 910-060-015).

Section 3. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 26th day of April, 2022.

Matt Rahn, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

RESOLUTION NO. 2021-70

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA DECLARING CERTAIN REAL

PROPERTY INTERESTS NECESSARY FOR PUBLIC

THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Findings.

A. The City of Temecula ("City") is a municipal corporation, located in the County of Riverside, State of California.

B. The City, in cooperation with the California Department of Transportation ("Caltrans"), seeks to construct the I-15/French Valley Parkway Improvements — Phase II ("Phase II") to improve traffic congestion and improve safety and operational efficiency within the limits of the French Valley Parkway Improvements Project ("Project"). The City completed Phase I of the Project, which was designed to provide interim relief by widening the existing southbound off - ramp at Winchester Road, construction of the southbound off -ramp at the French Valley Parkway and construction of the westbound portion of French Valley Parkway between the new off -ramp and Jefferson Avenue. As part of Phase II, the City proposes to construct a two-lane northbound collector/distributor system along 1-15 from the Winchester Road/I-15 interchange northerly on - ramps to just north of the I-15/I-215 junction with connectors to the I-15 and I-215. These improvements seek to alleviate congestion on I-15 at the I-215 junction where weaving occurs as drivers choose between the I-15 and I-215 at the same time as they merge from Winchester Road onto the I-15, and to improve circulation along these routes. Pursuant to Cooperative Agreement 08-1667 between the City and the State of California by and through Caltrans ("Caltrans Cooperative Agreement"), the City is the implementing agency for right of way and is responsible for acquisition of the real property interests needed for Phase II. Caltrans is the lead agency under the National Environmental Policy Act of 1969 ("NEPA") and the California Environmental Quality Act ("CEQA").

C. Phase II is consistent with the Circulation Element of the General Plan, which recognizes that "[e]nsuring adequate regional circulation for residents and businesses will require coordination with regional and State transportation planning efforts." (Circulation Element, C-23). Phase II furthers Goal 2 of the Circulation Elements, which seeks to create a "regional transportation system that accommodates the safe and efficient movement of people and goods to and from the community." Phase II helps to implement Policy 2.1 and Policy 2.3 of the Circulation Element because it includes the construction of interchange and regional arterial improvements outside the City's jurisdiction in cooperation with Caltrans, the City of Murrieta, i hereby certify, under the panalty of penury, that the aWve and foregoing is a true and correct copy of an
original on deposit thin stye records f the City of
Ternecula, this�day of w. 20-1j
RAND] JOHLOLSON, A), M{MC, MY CLERK
By:

and other entities, and improvements to current freeway interchanges within the City to achieve performance standards.

D. Phase II also requires the cooperation of the City of Murrieta ("Murrieta").

The City and Murrieta entered into that certain Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II, which was executed by the City of Temecula on May 13, 2021 and by the City of Murrieta on July 28, 2021 ("Temecula-Murrieta Cooperative Agreement"). At its meeting of May 11, 2021, the City adopted Resolution No. 2021-26, A Resolution of the City Council of the City of Temecula Approving that Certain Agreement Entitled Cooperative Agreement Between the City of Temecula and the City of Murrieta in Connection with the French Valley Parkway/I-15 Improvements Project — Phase II. Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta recognized that Phase II is an interchange of regional significance for Western Riverside County with TUMF funding allocated for a significant portion of it. Phase II received an unprecedented $50 million grant from the Federal Government through the Infrastructure for Rebuilding America grant program administered by the United States Department of Transportation. The grant was supported by local Members of Congress as well as the U.S. Department of Defense and Marine Corps. based on the need to maintain the free flow of traffic to Camp Pendleton and Navy facilities in San Diego County, thus making it a national security improvement. The letter to the U.S. Department of Transportation dated February 26, 2019 from the U.S. Department of Defense, United States Marine Corps. Camp Pendleton, summarized the benefits of Phase II on the lives of service members, including a reduction of transit times of military operational units movement on the I-15; reduction of transit times on the federal workforce, and improvement in the quality of life of military service members and their families resulting from the improved circulation.

E. Pursuant to the Temecula-Murrieta Cooperative Agreement, the City and Murrieta set forth their agreement to cooperate on right-of-way issues in connection with Phase II.

They recognized that public agencies may jointly exercise any power common to them pursuant to Government Code Section 6502 and Code of Civil Procedure Section 1240.140(b). Government Code Section 6502 provides that "[i]f authorized by their legislative or governing bodies, two or more public agencies by agreement may jointly exercise any power common to the contracting parties". California Code of Civil Procedure Section 1240.140(b) provides that "[t]wo or more public agencies may enter into an agreement for the joint exercise of their respective powers of eminent domain, whether or not possessed in common, for the acquisition of property as a single parcel." The City and Murrieta also agreed and acknowledged that each City may exercise the power of eminent domain to acquire real property for a public use if each City meets all legal requirements, including the payment of just compensation to the owner or into the court for the benefit of the owner. (California Constitution, art. I, sec. 19). The acquisition of private property for public street/highway purposes, and all uses necessary or convenient thereto in connection with the proposed construction of Phase II is a public use, and is authorized by Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, 1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law. Further, the City and Murrieta agreed that a joint approach is beneficial to the timely delivery of Phase Il, and agreed to cooperate and coordinate their efforts to the extent practicable in connection with the acquisition I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
original on deposit within Nh records q the City of
Z Temecula , this day af_ _ej�
RANDI 3 •QLSON, di}, I IMC, CITY CLERK
B

of the necessary right of way for Phase II. They further agreed that pursuant to Government Code Section 6502 and Code of Civil Procedure Section 1240.140(b), the parties may jointly exercise any power common to them. Both Temecula and Murrieta are authorized to acquire real property interests by eminent domain for public street/highway purposes. Temecula is the Implementing Agency for right-of-way acquisition pursuant to the Caltrans Cooperative Agreement.

Accordingly, pursuant to the Temecula-Murrieta Cooperative Agreement, Murrieta consented to the City's acquisition of property interests located within the boundaries of Murrieta, including the City's acquisition by eminent domain, if necessary, of property interests needed for Phase II. The City agreed that it would acquire any necessary property interests for Phase II in accordance with Government Code Section 7260, et seq., and the Eminent Domain Law, Code of Civil Procedure Section 1230.010, et seq., and other provisions of law. The City and Murrieta further agreed that the acquisition of the necessary real property interests required for Phase II is a matter of urgency of extreme expediency or necessity and manifestly desirable to alleviate congestion and improve traffic circulation in Southwest Riverside County. Pursuant to the Temecula-Murrieta Cooperative agreement, Murrieta also consented to the City's conveyance of any portions of the necessary real property interests required for Phase II to Caltrans in accordance with the terms of the Caltrans Cooperative Agreement.

F. Phase II requires the acquisition of the certain property interests consisting of an approximate 52,090 square foot portion in fee of the real properties described more particularly below in Section 4 and the interests of the owner of said properties in and to the outdoor advertising structure/billboard and lease interests relating to said structure located on portions of the real properties impacted by Phase II. The City seeks to acquire said property interests for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II.

Section 2. Adoption of Resolution of Necessity. The City Council of the City of Temecula adopts Resolution No. 2021-70, A Resolution of the City Council of the City of Temecula Declaring Certain Real Property Interests Necessary for Public Purposes and Authorizing the Acquisition Thereof in Connection with the I-15/French Valley Parkway Improvements — Phase II (Certain Property Interests on APNs 910-020-077, 910-060-002, 910- 060-003, 910-060-009, & 910-060-015).

Section 3. Authorization for Acquisition of Real_Property Interests by Eminent Domain. The City seeks to acquire by eminent domain the real property interests described more particularly below in Section 4 of this Resolution for public use, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II pursuant to the authority conferred upon the City of Temecula to acquire property by eminent domain by Section 19 of Article 1 of the California Constitution, California Government Code Sections 6502, 37350, 37350.5, 37351, 40401, and 40404, California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), including, but not limited to Sections 1240.010, 1240.020, 1240.050, 1240.110, 1240.120, 1240.140, 1240.510, 1240.610, 1240.650, and other provisions of law.

I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
original on deposit ithin the records the City o
Temecula, this ay ot, 20i.

RAND[ J L. JKN, JD, MMC, CITY CLERK
3 By:

Section 4. Subject PropertyPr2perty Interests. The City seeks to acquire in fee an approximate 52,090 square foot fee portion of those certain vacant real properties located on the west side of Jackson Avenue near Fig Street in the City of Murrieta, and identified as Riverside County Tax Assessor's Parcel Numbers 910-020-077, 910-060-002, 910-060-003, 910-060-009, & 910-060-015 described more particularly on Exhibit "A" attached hereto and incorporated herein by this reference. Larchmont Park, LLC is the record owner of said parcels. The City also seeks to acquire the interests of Larchmont Park, LLC in and to the outdoor advertising structure/billboard and lease interests relating to said structure located on portions of APN 910- 060-002 impacted by Phase II depicted on Exhibit "B" attached hereto and incorporated herein by this reference. The approximate 52,090 square foot fee area described on Exhibit "A" and the interests of Larchmont Park, LLC in and to the outdoor advertising structureibillboard and lease interests relating to said structure located on portions of APN 910-060-002 impacted by Phase II depicted on Exhibit "B" are referred to below collectively as the "Subject Property Interests".

In adopting Resolution No. 10-14 approving the MND and the Project, the City Council found that the Project would accomplish the following objectives: (1) reduce current and projected traffic congestion on the ramps and freeway mainline in the project area; (2) improve safety and operations between Winchester Road and the I-151-215 junction; (3) provide alternative vehicular access to the I-15 that will also provide operational improvements to the 1-15/Winchester Road interchange; and (4) provide improvements to accommodate projected growth and to facilitate local circulation consistent with the General Plans of the Cities of Temecula and Murrieta. In adopting the MND, the City Council found that (1) the MND was prepared in compliance with CEQA; (2) there is no substantial evidence that the Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the MND reflects the independent judgment. and analysis of the City Council. The City duly filed the Notice of Determination in accordance with applicable law.

Pursuant to the Caltrans Cooperative Agreement, Caltrans is the lead agency under both NEPA and CEQA for Phase 11. The environmental effects of Phase 11 and the acquisition of the real property interests needed for Phase II were studied and analyzed as an integral part of the MND for the Project and the Caltrans Re -Validation in connection with Caltrans' further environmental analysis and review of the environmental documents for the Project. Caltrans completed the NEPA/CEQA Re -Validation on July 9, 2021 [DIST-CO-RTE: 08-RIV-15, 215; 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
original on deposit thin the ecords the City of
Temecufa, thi,� a, off
4 RANDI J ft .0 SON, JD, MMC, CITY CLERK
By: L. ^.

Project No. FTIP ID RIV031215 (RTP ID RIV 031215) (SCH 2O09041108)], which is on file with the City Public Works Department and is incorporated in this Agenda Report by this Reference ("Caltrans Re -Validation").

In the Caltrans Re -Validation, Caltrans explained that the scope of Phase II was modified to include the northbound (NB) collector/distributor connectors to the I-15 and I-215, one new bridge, widening of two bridges, ten retaining walls and one sound wall, and some drainage improvements. The change in the scope of Phase II resulted in a decrease in the number of full and partial acquisitions required for Phase II and an increase in the need for temporary construction easements. Caltrans found that the original environmental document needed to be updated and further documentation was prepared in connection with NEPA. Based on the changed conditions and supporting information, Caltrans found that, with respect to the CEQA analysis, only minor technical changes or additions to the previous documents were necessary and an addendum was prepared and included with the Re -Validation Form. The Re -Validation Form noted that the Phase II improvements were previously identified and were approved as part of Phase lI of the Project described in the 2010 IS/EA. It also found that Phase II itself would not result in new types of impacts over those identified in the IS/EA for the overall Project. Caltrans determined that due to the smaller scope of Phase II and the refined project engineering information, the magnitude of various impacts is reduced but generally remains the same as those addressed in the IS/EA.

Caltrans also found that the acquisition of 34 parcels, including the displacement of two nonresidential uses, was anticipated with the overall Project. Of this, two full parcel acquisitions and twelve partial parcel acquisitions were initially anticipated for Phase II (as noted in the 2010 IS/EA). Based on the smaller project scope for Phase II, Caltrans found that Phase II would not result in any full parcel acquisitions, but would require eleven partial acquisitions, three permanent footing easements, and five temporary easements for construction of Phase II. Although there has been a reduction in the number of full and partial acquisitions required, Caltrans noted that Phase II requires the acquisition of property interests from APN 910-020-077 that were not included in the original IS/EA and from APN 910-281-001 based on the revisions to the appraisal map approved on June 3, 2021. Caltrans found that the reduction in proposed acquisitions would not result in new impacts and that no new additional mitigation measures are required. Caltrans noted that the proposed footing easements and use of City property would only affect undeveloped land and would not result in displacement of any persons or businesses. Phase II may, however, require the relocation of two outdoor advertising structures/billboards owned by Lamar Central Outdoor, Inc. ("Lamar") and identified as Sign Number 33321 and Sign Number 33322 located on APNs 910-060-002 and 910-060-004 in the City of Murrieta. Larchmont Park, LLC's interest in and to the structure/billboard located on APN 910-060-002 is the subject of this Resolution of Necessity.

In connection with the preparation of this Resolution of Necessity, City Staff reviewed the MND and FONSI for the Project and the Re -Validation prepared in connection with Phase II, and found that the environmental findings for the Project and Phase II are the appropriate findings with respect to the proposed acquisition of the Subject Property Interests in connection with Phase II.

Section 6. Phase II, as planned and designed, is in the public interest and necessity and is of regional significance. Phase II, as planned and located, will construct a two-lane northbound collector/distributor (C/D) system along I-15 from the Winchester Road/I-15 Interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to the 1-15 and I-215. Phase II received an unprecedented $50 million grant from the Federal Government through the hereby certify, under the penalty of perjury, that the
above and foregoing is a true and oorrect copy of an
original on depos_ it,Within the eeords o the City of
5 Tomecula, i day at 20
RAN aI aLSON. J0, MMC. CITY CLERK
tiny:

Infrastructure for Rebuilding America grant program administered by the United States Department of Transportation. The grant was supported by local Members of Congress as well as the U.S. Department of Defense and Marine Corps. based on the need to maintain the free flow of traffic to Camp Pendleton and Navy facilities in San Diego County, thus making it a national security improvement. Phase II, as planned and designed, will alleviate congestion, and improve safety and traffic circulation by constructing the northbound collector/distributor road improvements. The City and Murrieta have recognized that the construction of the Project would benefit both communities, and that both communities have a mutual interest in the Project to improve traffic and promote safety for the general public. The improvements proposed for Phase II seek to improve traffic congestion on the I-15 at the 1-215 junction where weaving occurs as drivers choose between the I-15 and I-215 at the same time as they merge from Winchester Road onto the I-15, and to improve circulation along these routes.

Section 8. Phase II is planned and located in the manner that is most compatible with the greatest public good and the least private injury. Phase II is planned and designed to construct a two-lane northbound collector/distributor (C/D) system along I-15 from the Winchester Road/I- 15 Interchange northerly on -ramps to just north of the I-15/I-215 junction with connectors to the I-15 and I-215. The construction of these improvements are of regional significance. Phase II is planned and located to minimize the impact on private parcels. The construction of Phase II will not impact any buildings. It will not result in the displacement of any persons or businesses, except for the potential impacts to two billboard/outdoor advertising structures located on APNs 910-060- 002 and 910-060-004 in the City of Murrieta, including the interests of Larchmont Park, LLC in and to the billboard/outdoor advertising structure located on APN 910-060-002 impacted by Phase II.

Section 9. The public use for which the City seeks to acquire the Subject Property Interests, namely for public street and highway purposes, and all uses necessary or convenient thereto, including, but not limited to, public street, highway, retention walls, drainage, and utilities in connection with Phase II will not unreasonably interfere with or impair the continuance of the public use to which any easement holders may have appropriated the Subject Property Interests (Code of Civil Procedure Section 1240.510). To the extent that Phase II will require the relocation of the interests/facilities of easement holders located in the area of the Subject Property Interests and impacted by Phase II, the City's use of the Subject Property Interests for Phase II is a more necessary public use within the meaning of Code of Civil Procedure Section 1240.650 than the uses to which said public utility easement holders have appropriated any easements located in the area of the Subject Property Interests. Accordingly, the City is authorized to acquire the Subject hereby certify, under the penalty of perjury, that the
above and foregoing is a true and correct copy of an
original on deposit,y day the reao�s ofthe C2yg o"
6 Yemecufa, this day of
RANDI JqHt�OLSON, JD, WC, CITY CLERK
lay

Property Interests pursuant to Code of Civil Procedure Sections 1240.510, 1240.610, and 1240.650.

The City's offer package set forth the date of value used by the appraiser and explained the appraiser's opinion of the highest and best use of the larger parcel of which the Subject Property Interests are a part. The offer package also explained the applicable zoning of the larger parcel of which the Subject Property Interests are a part. The offer also summarized the principal transactions relied on by the appraiser to arrive at the appraiser's opinion of the fair market value.

In addition, the written offer explained the appraiser's valuation analysis, including an analysis of severance damages and of the impacts of the Phase II on the subject billboard. It also included the comparable market data relied on by the appraiser. Further, the offer letter offered to pay the reasonable costs of Larchmont Park, LLC, up to $5,000, of an independent appraisal of the Subject Property Interests pursuant to Code of Civil Procedure Section 1263.025.

Section 11. The City provided written notice dated November 24, 2021 to the owner of record of the Subject Property Interests, Larchmont Park, LLC, pursuant to Code of Civil Procedure Section 1245.235 of the City Council's intent to consider the adoption of a Resolution of Necessity for the acquisition of the Subject Property Interests by eminent domain. Based on the discussions between the City and Larchmont Park, LLC, the City also sent a copy of the letter and Code of Civil Procedure Section 1245.235 notice to BTWB Jackson Street, LLC. The notice informed the record owner of the opportunity to appear before the City Council and raise questions about whether the public interest and necessity require Phase II; whether Phase II is planned or located in the manner that will be most compatible with the greatest public good and the least private injury; and whether the Subject Property Interests the City seeks to acquire are necessary for Phase II.

Section 12. Based on the evidence presented at the hearing regarding the acquisition of the Subject Property Interests, consisting of an approximate 52,090 square foot area in fee and the interests of the record owner in and to the outdoor advertising structure/billboard and lease interests relating to said structure located on portions of APN 910-060-002 impacted by Phase II, including the Agenda Report, the documents referenced therein, and any oral or written testimony at the hearing, the City Council hereby finds and determines that:

A. The public interest and necessity require Phase II,
B. Phase II is planned and located in the manner that will be most compatible with the greatest public good and the least private injury; 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
original on deposit ithm the records 01 the City of
Temecula, thisday

RAN DI J-OLSO N, J), MMC, CITY CLERIC
$y:—.

C. The Subject Property Interests, consisting of an approximate 52,090 square foot area in fee described more particularly on Exhibit "A" hereto and the interests of the record owner in and to the outdoor advertising structure/billboard roughly depicted on Exhibit "B" hereto, including any lease interests relating to said structure located on portions of APN 910-060-002 impacted by Phase 11, are necessary for Phase Il; and
D. The City has made the offer required by Government Code Section 7267.2 to the owner of record of the Subject Property Interests the City seeks to acquire.

Section 13. The findings and declarations contained in this Resolution are based upon the record before the City Council, including the Agenda Report, and all documents referenced therein, all of which are incorporated herein by this reference and testimony and/or comments, if any, submitted to the City by the record owner or the owner's representative(s). These documents include, but are not limited to the City of Temecula General Plan, the offer letter and package sent to the owner pursuant to Government Code Section 7267.2, the notice pursuant to Code of Civil Procedure Section 1245.235, Resolution No. 2021-26, Resolution No. 10-14, and environmental documents relating to the Project and Phase Il.

Section 14. Authorization to File Eminent Domain Proceeding The City Attorney's Office is authorized to take all steps necessary to commence and prosecute legal proceedings in a court of competent jurisdiction to acquire by eminent domain the Subject Property Interests in connection with Phase 11. The approximate 52,090 square foot fee area is described more particularly on Exhibit "A" and the outdoor advertising structure/billboard impacted by Phase 11 is depicted on Exhibit "B" hereto.

Section 15. LitManager Authority, The City Manager is authorized to execute all necessary documents in connection with the eminent domain proceeding.

Section 16. Certification. The City Clerk shall certify the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of December, 2021.

ATTE
Randi off, City Clerk
[SEAL]
r
Maryann Edwards, Mayor
I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an
original on deposit within the ecords the City of
Tome
thip ^day of PO
RANDI J •01.5oN, JD, MMC, CITY CLERK
8 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. 2021-70 was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of December, 2021, by the following vote:

AYES: 5 COUNCIL MEMBERS: Alexander, Edwards, Rahn, Schwank, Stewart
NOES: 0 COUNCIL MEMBERS: None
ABSTAIN: 0 COUNCIL MEMBERS: None
ABSENT: 0 COUNCIL MEMBERS: None
4 7-
Randi Johl, City Clerk
hereby certify, under the penalty of perjury, that the
above and foregoing is a true and correct copy of an
original on depor,�sI�it'��yv+ithin the ecords o the City Temecula, this {CG�'�day o- 20
RAND( d • LSON, JD, MMC, CITY CLERK
9 a

Exhibit "A"
Legal Description of Approximate 52,090 Square Foot Fee Area (Caltrans Parcel 24624-1) EXHIBIT "A"

LEGAL DESCRIPTION
Those portions of Lots 124 and 125 per MAP of the TEMECULA LAND AND WATER COPAPANY showing the Subdivision of a Portion of the TEMECULA RANCH, situated in the City of r4urrieta, County of Riverside, State of California, said map recorded in Book 8 of Maps, page 359, in the Office of the Recorder of the County of San Diego, said portions lying northeasterly of the freeway and southwesterly of the following described LINE "A":

COMMENCING at the corner common to Lot 123 and Lot 124, of said map, in the centerline of Jackson Avenue as shorvm on map filed in Book '142 of Records of Survey, pages 89 through 104, in the Office of the County Recorder of Riverside County: thence along the line common to said lots South 48Q 17'42" West 494.16 feet to the freeway right of vday and the southeasterly most corner of that certain parcel of land described in deed to the State of California recorded October 21, 1974, in Book 1974, page 134994 in Official Records of said Riverside County, said corner being the southerly terminus of the segment of line described as South 31 °47'59° East 856. 1:n feet in said deed, said comer also being the POINT OF BEGINNING of said LINE "A": thence departing said common line and proceeding along said freeway right of way and said segment of line North 31'4758" West 207.48 feet; thence departing said freeway right of way and said segment North 25040'07" West 457.28 feet to the beginning of a curve Concave southwesterly and having a radius of 355D.00 feet: thence along said curve through a central angle of 7°08'21" a distance of 4.42.34 feet; thence North 23059'S1' Wiest -175.08 feet: thence North 13028'38" West 212.63 feet: thence South 62151 "13' West 23.24 feet to the freeaoray right of way and the northeasterly line of that certain parcel of farad described in deed to the State of California recorded February 24, -1975 in Book 1975, Page 21238 in said Official Records, thence along said freeway right of way and said northeasterly fine North 27°0847" West '143.81 feet to the northerly most angle point of said northeasterty line, and the southerly most corner of that certain parcel of land described by Director's Deed recorded October '18, 1982 in Book 1982, Page 179874 in said Official Records; thence North 27008'47" West 396.65 feet along said freeway right of way and the southwesterly line of said Director's Deed to the POINT OF TERMINUS of said LINE "A", said terminus being the intersection of said freeway right of way and the southwesterly right of way line of said Jackson Avenue.

Containing 52,090 square feet, more or less.

Together with underlying fee interest, if any', contiguous to the above described property in and to the adjoining freeway.
08-Riv-115-Pros 83 1/2
I hereby certify, under the penalty of perjury, that the above and Foregoing is a true and correct copy of an
original on deposl dhin tY a records f the City of
Temecula, dar rs_ alk ,20
RANDI JOHLOLSON, Jll, WAC, CITY CLERK
11086-0204\2598817v Ldoc By:

EXHIBIT "A"

LEGAL DESCRIPTION
This conveyance is made for the purpose of a freeway and the GRANTOR hereby releases and relinquishes to the STATE any and all abutter's rights including access rights, appurtenant to GRANTOR's remaining property, in and to the freeway.

The bearings and distances used in the above description are Lased on the California Coordinate System of 1933, Zone S. Divide distances shorn by 0.99991351 to obtain ground level distances.

This real property description has been prepared by me, or under my direction, in conformance with the Professional Land Surveyors Act.

Signalture= r�A
Professional Lend surveyor
Date_ September t d 2021
r1P
w� lA�q
08-RN-15-PM 8.3
2/2
I hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an
original on depose��1�ithin the. ecords f the City of
Ternecul ., itlis�(Q*^day 0 o rAAP Ic ,20.gu.

RANDI L•OLSON, JD, INMC, CITY CLERK
11086-0204\2598817vI.doe

Exhibit "B"
Rough Depiction of Subject Billboard Impacted by Phase II (Sign No. 33321) North Face
w
�✓ Y -
hereby certify, under Ille panuIty of perjury, that the above and foregoing is a true and correct copy of an
original on de posit W1911s rile records 01 the City of Temecula thi5IVK dayn1-fie 'a C-..2Q_�I -
RANI7.tA<�HL-OL50N, JO. krirvle, CITY CLERK
v3f.-

Benefit: This project will address and improve traffic circulation in the City's northern area by providing the northbound collector/distributer road system.

Core Value: Transportation Mobility and Connectivity
Project Status: The environmental re-evaluation and design are estimated to be completed in Fiscal Year2021-22.

Department: Public Works - Account No. 210.265.999.726 / PW16-01 Level: I
Project Cost:

SAFETEA-LU
1,602,360
1,602,360
STIP-Surface Transportation
47,600,000
47,600,000
Improvement Program

TUMF (CETAP/RCTC)
472,841
999,668
1,472,509

TUMF (RCTC)
2,343,000
2,343,000

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Total Operating Costs
Notes :

1. General Fund Includes Required Contribution match for TUMF (CETAP/RCTC) funds.

2. State Transportation Improvement Program 2014 RCTC Call for projects as approved by the Commission on November 13, 2013 ($10,000,000).

5. TUMF (WRCOG) - TUMF Zone funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $4,078,000 reduced to $4,043,000 ($108,724 PA&ED;3,934,296 PS&E) for Phase I and Phase II.

6. TUMF (WRCOG) - TUMF Zone Funding is pursuant to WRCOG Agreement No. 05-SW-TEM-1064 for $1,925,000-ROW. No expenditures for Phase I.

EXIST R/W
EXIT R';`'_,��
TrrT „� r rrr�r -r �'r
� ' 910-060-003
PROPOSED FEE R— titer
l 910-060-009
4 910-060-002
yp,GKSON A�lE
ED
G ) 1 FEE
Nt 911
7I

EXIST RAW

Item No. 13

ACTION MINUTES

TEMECULA COMMUNITY SERVICES DISTRICT MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
APRIL 12, 2022
CALL TO ORDER at 7:36 PM: President James Stewart
ROLL CALL: Alexander, Edwards, Rahn, Schwank, Stewart
CSD PUBLIC COMMENTS -None

CSD CONSENT CALENDAR
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.

Approved the Staff Recommendation (5-0): Motion by Edwards, Second by Rahn. The vote reflected unanimous approval.

22. Approve Action Minutes of March 22, 2022
Recommendation:

That the Board of Directors approve the action minutes of March 22, 2022.

23. Approve Three -Year Agreement between Temecula Community Services District and Social Work Action Group for Homelessness Related Services
Recommendation:

That the Board of Directors approve a three-year agreement between Temecula Community Services District and Social Work Action Group (SWAG) for homelessness related services.

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTORS REPORTS

CSD ADJOURNMENT
At 7:58 PM, the Community Services District meeting was formally adjourned to Tuesday, April 26, 2022 at 4:30 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, President
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 14

TEMECULA COMMUNITY SERVICES DISTRICT

AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Erica Russo, Director of Community Services
DATE: April 26, 2022
SUBJECT: Approve Three -Year Agreement with Advantage Mailing, LLC for Printing Services of the Guide to Leisure Activities
PREPARED BY: Tracy Masters, Community Services Manager
RECOMMENDATION: That the Board of Directors approve a three-year agreement with Advantage Mailing, LLC for printing services of the Guide to Leisure Activities.

BACKGROUND: The Community Services Department has been proud to provide the residents of Temecula a bi-annual printed activity guide that provides information regarding the many opportunities available for leisure, cultural and educational activities offered by the Community Services Department. This brochure serves as the Department's primary marketing channel and as an effective tool in building a sense of community through people, parks and programs. The printed guide raises awareness of community offerings which has resulted in increased participation and revenue.

Advantage Mailing, LLC has been printing the Temecula activity guide bi-annually since 2013.

Bids were solicited from five companies; two were non -responsive and two others declined based on the scope of the project. Based upon Advantage Mailing's previous successful performance, period staff is recommending the approval of this new three-year agreement.

FISCAL IMPACT: The total Fiscal Impact is not to exceed $241,646 for the three-year term of the agreement. Funding is currently available in the Fiscal Year 2021-22 operating budget and future year's funding will be requested during the budget process.

ATTACHMENTS: Agreement

NON-EXCLUSIVE SERVICES AGREEMENT

BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT AND ADVANTAGE

MAILING, LLC
PRINTING SERVICES — ACTIVITY GUIDE
THIS AGREEMENT is made and effective as of April 26, 2022, between the Temecula Community Services District, a community services district (hereinafter referred to as "City"), and Advantage Mailing, LLC, a Corporation (hereinafter referred to as "Vendor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on April 26, 2022, and shall remain and continue in effect until tasks described herein are completed, but in no event later than December 31, 2024, unless sooner terminated pursuant to the provisions of this Agreement.

The City may, upon mutual agreement, extend the contract for one additional two year term. In no event shall the contract be extended beyond December 31, 2026.

2. SERVICES
Vendor shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Vendor shall complete the tasks in according to the schedule of services which is also set forth in Exhibit A.

Vendor recognizes and agrees that this Agreement is for the purpose of establishing a contractual relationship between the City and the Vendor for the non-exclusive procurement of services outlined on Exhibit A, attached hereto and incorporated herein as though set forth in full.

The Vendor understands this Agreement is non-exclusive and the City reserves the right to purchase similar services from other Vendors.

3. PERFORMANCE
Vendor shall faithfully and competently exercise the ordinary skill and competence of members of their profession. Vendor shall employ all generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Vendor hereunder in meeting its obligations under this Agreement.

4. PAYMENT
a. The City agrees to pay Vendor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment 04/05/2022

rates and schedule of payment, are null and void. This amount shall not exceed Two Hundred Forty One Thousand Six Hundred Forty Six Dollars and no cents ($ 241,646.00), for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Vendor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the General Manager. Vendor shall be compensated for any additional services in the amounts and in the manner as agreed to by General Manager and Vendor at the time City's written authorization is given to Vendor for the performance of said services. The not to exceed payment amount listed herein is an estimated expenditure and this Agreement does not guarantee Vendor this amount in purchases.

C. Vendor will submit invoices monthly for actual services performed.

Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Vendor's fees, it shall give written notice to Vendor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Vendor shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance.

S. NON -ASSIGNABILITY
The Vendor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City.

6. INDEPENDENT CONTRACTOR
The Vendor is and shall at all times remain as to the City a wholly independent contractor.

The personnel performing the Work under this Agreement on behalf of the Vendor shall at all times be under Vendor's exclusive direction and control.

7. LEGAL RESPONSIBILITIES
The Vendor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Vendor shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Vendor to comply with this section.

8. LICENSES
At all times during the term of this Agreement, Vendor shall have in full force and effect, all licenses required of it by law for the performance of services described in this Agreement.

9. INDEMNIFICATION
Vendor agrees to defend, indemnify, protect, and hold harmless, the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, and its officers, officials, employees, agents, and volunteers, from and against any and all claims, demands, losses, defense costs or expenses, actions, liability or damages of any kind and nature which the City of Temecula, Temecula Community Services 04/05/2022

District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees, and volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Vendor's negligent or wrongful acts or omissions arising out of or in any way related to the Work or the Vendor's performance or non-performance of this Agreement, excepting only liability out of the sole negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency.

10. INSURANCE REQUIREMENTS
Vendor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88.
2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Vendor owns no automobiles, a non - owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Vendor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Vendor shall execute a declaration that it has no employees.
a. Minimum Limits of Insurance. Vendor shall maintain limits no less than:
1) General Liability: One Million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile Liability: One Million ($1,000,000) per accident for bodily injury and property damage.
3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. b. Deductibles and Self -insured Retentions. Any deductibles or self -insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000).

C. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Vendor; products and completed operations of the Vendor; premises owned, occupied or used by the Vendor; or automobiles owned, leased, hired or borrowed by the Vendor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the 04/05/2022

Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers.
2) For any claims related to this project, the Vendor's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self -insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Vendor's insurance and shall not contribute with it.
3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers.
4) The Vendor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date.
6) If insurance coverage is canceled or, reduced in coverage or in limits the Vendor shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. d. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. e. Verification of Coverage. Vendor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Vendor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

11. TERMINATION OR SUSPENSION
This Agreement may be terminated or suspended at any time, for any reason, with or without cause at the sole and exclusive discretion of the General Manager, without default or breach of this Agreement by the City.

12. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon 04/05/2022

delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

Mailing Address: City of Temecula
Attn: General Manager
41000 Main Street
Temecula, CA 92590
To Vendor: Advantage Mailing, LLC
Attn: Chris Baker
1600 N. Kraemer Boulevard
Anaheim, CA 92806

13. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable, and binding on the parties.

14. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed by, the laws of the State of California as applied to contracts that are executed and performed entirely in California.

The City and Vendor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district courtwith geographic jurisdiction over the City of Temecula.

In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.

15. PROHIBITED INTEREST
No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Vendor, or Vendor's sub -contractors for this project, during his/her tenure or for one year thereafter. The Vendor hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Vendor or Vendor's sub -contractors on this project. Vendor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement.

16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
04/05/2022

17. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of the Vendor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Vendor and has the authority to bind the Vendor to the performance of its obligation hereunder. The General Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. 04/05/2022

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

TEMECULA COMMUNITY SERVICES ADVANTAGE MAILING, LLC
DISTRICT (Tkvo Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.)
By:

James Stewart, TCSD President
ATTEST:

By:

Randi Johl, Secretary
APPROVED AS TO FORM:

By:

Thomas Ling, Managing Me ber
By:

Peter M. Thorson, General VENDOR
Counsel
Advantage Mailing, LLC
Attn: Thomas Lin
1600 N. Kraemer Boulevard, Anaheim, CA 92806
714-538-3881
c ba ke r@adya nta g ei n c. co m
City Purchasing Mgr.

Initials and Date:
111XII-INI ka

EXHIBIT A
Specifications and Scope of Work
The purpose of this project is to provide the City of Temecula with a professional Activity Brochure.

It is envisioned that the end result of this project will be used to inform the general public of all leisure, sports, special events, social and cultural activities and services available through the Community Services Department.

SPECIFICATIONS

1. Vendor will supply City staff with a production schedule. Vendor will guarantee the brochure is prepared by the deadline and delivered to the local post office for distribution for mailing by the dates specified.

2. Vendor will submit a high resolution proof for approval, as needed, to the Community Services Department prior to printing. Any final printing of the brochure without a final approval from authorized Community Services staff will result in non-payment.

The City recognizes its role in certifying the accuracy of the publication. The Vendor shall be responsible for guaranteeing the accuracy of the publication from receipt of the approved final proof to the printing press.

3. Vendor will be responsible for the printing and production of a full color (4/4) on 701b. coated book bound paper guide. Printed guide will be either 48, 52, or 56 pages, as determined in advance by the Community Services Department.

4. Vendor shall produce a total of six (6) issues of the City of Temecula Guide to Leisure Activities over a three (3) year term.

5. Vendor will provide the City with a current mailing list as specified by the Community Services Department for approval.

6. Vendor will divide brochures by postal route as per Temecula Post Office specifications, label and deliver to the Temecula U.S. Post Office for bulk direct mail for delivery.

Remaining brochures will be delivered to the Community Services Department office located at 41000 Main Street, Temecula, CA, 92590.
04/05/2022

EXHIBIT B
Payment Rates and Schedule
Total price for services and product as set forth in full shall not exceed Two Hundred Forty One Thousand Six Hundred Forty Six Dollars and No Cents ($241,646.00) for the term of this agreement.

Publication Publication Cost
Date' 48 Page Brochure
40,000 Brochures
Including Sales Tax
Publication Cost
52 Page Brochure
40,000 Brochures
Including Sales Tax
Publication Cost
56 Page Brochure
40,000 Brochures
Including Sales Tax _
2022
1 May 2022
$ 30,605.00
$ 34,702.00
$ 36,502.00
2 October 2022
30,605.00
$ 34,702.00
$ 36,502.00
2023
_$
3 1 Aril 2023
$ 33,665.00
$ 38,172.00
$ 40,153.00
4 October 2023
$ 33,665.00
$ 38,172.00
$ 40,153.00
2024
5 A ril2024
$ 37,032.00
$ 41,989,00
$ 44,168.00
6 October 2024
$ 37.032.00
$ 41,989.00
$ 44,168.00
Additional cost for brochures delivered to the Community Services Department (Per 1,000) $ 1,069.00 (Please include tax)
04/05/2022

Item No. 15

TEMECULA PUBLIC FINANCING AUTHORITY

AGENDA REPORT
TO: Board of Directors
FROM: Aaron Adams, City Manager/Executive Director
DATE: April 26, 2022
SUBJECT: Approval Issuance of Special Tax Refunding Bonds for Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. TPFA 2022-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

AUTHORIZING THE ISSUANCE OF SPECIAL TAX

REFUNDING BONDS RELATED TO THE TEMECULA

PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK),

APPROVING AND DIRECTING THE EXECUTION OF A

FISCAL AGENT AGREEMENT AND APPROVING OTHER

RELATED DOCUMENTS AND ACTIONS
BACKGROUND: In 2003 the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 03-03 (Wolf Creek) (the "CFD") was formed and subsequently bonds were issued in 2003 to finance various public facilities within the CFD.

Those bonds were payable from the proceeds of an annual special tax levied on the 1,806 homes that were built in the CFD. Those bonds were refunded in 2012. In light of current low interest rates in the financial markets, the opportunity has arisen for the Authority to issue bonds (the "2022 Refunding Bonds") for and on behalf of the CFD, to refund the outstanding 2012 Bonds (the "Outstanding Bonds") and thereby reduce future special tax levies on homeowners with homes located in the CFD.

Due to favorable interest rates in the financial markets, the Outstanding Bonds can now be refunded by means of the issuance of 2022 Refunding Bonds, with the debt service to be payable on the 2022 Refunding Bonds to be less than the debt service due on the Outstanding Bonds to be refunded. Specifically, it is expected that the refinancing transaction for the CFD 03-03 is projected to result in net present value savings of approximately $1,268,292, over the remaining term of the Outstanding Bonds. Actual savings is dependent upon market conditions at the time of sale of the 2022 Refunding Bonds, as well as the credit quality of the CFD and any rating from

a national rating agency or bond insurance commitment from a national bond insurer that may be obtained for the 2022 Refunding Bonds. On February 8, 2022, the Authority adopted a Resolution directing City Staff to move forward with the refunding of Outstanding Bonds and appointed the Consultants to assist City Staff in preparing the documents needed to refund the Outstanding Bonds.

The 2022 Refunding Bonds for the CFD are proposed to be issued pursuant to a Fiscal Agent Agreement setting forth the various terms and provisions for the 2022 Refunding Bonds. The proceeds of the 2022 Refunding Bonds are expected to be applied to the redemption of the Outstanding Bonds pursuant to an Escrow Agreement. The 2022 Refunding Bonds are expected to be offered to investors for sale pursuant to a Preliminary Official Statement, and are expected to be sold to Stifel, Nicolaus & Company, Incorporated, the underwriter for the 2022 Refunding Bonds, pursuant to a Bond Purchase Agreement, subject to parameters set forth in the Resolution authorizing the issuance of the 2022 Refunding Bonds the title of which is set forth above. Those parameters allow for the issuance of up to $17,000,000 of 2022 Refunding Bonds for the CFD.

The Authority will enter into a Continuing Disclosure Agreement for the 2022 Refunding Bonds, which will require that the Authority provide certain ongoing information for the CFD on annual basis until the 2022 Refunding Bonds have been paid in full. City Staff and consultants have reviewed the documents described above and they are now in form ready for approval by the Board of Directors so that the sale and issuance of the 2022 Refunding Bonds can occur.

If the Board of Directors adopts the Resolution authorizing the issuance of the 2022 Refunding Bonds, it is expected that the 2022 Refunding Bonds will be issued on or about June 12, 2022.

SPECIFIC ACTIONS:

That the Authority adopt the resolution authorizing the issuance of the 2022 Refunding Bonds and approving the documents related thereto.

FISCAL IMPACT: None. The 2022 Refunding Bonds will not be obligations of the City of Temecula, or general obligations of the Authority or of the CFD but will be limited obligations of the Authority for the CFD secured solely by the special taxes levied on the homes in the CFD and amounts held in certain funds and accounts established under the Fiscal Agent Agreement. All costs of issuance of the 2022 Refunding Bonds will be paid from the proceeds of the 2022 Refunding Bonds. All administrative costs of the CFD and the 2022 Refunding Bonds will be paid from proceeds of the special taxes levied on homes in the CFD.

ATTACHMENTS: 1. Resolution

2. Fiscal Agent Agreement (Wolf Creek)

3. Escrow Agreement

4. Preliminary Official Statement, including the Continuing Disclosure Agreement as Appendix E

5. Bond Purchase Agreement

RESOLUTION NO. TPFA 2022-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

AUTHORIZING THE ISSUANCE OF SPECIAL TAX

REFUNDING BONDS RELATED TO THE TEMECULA

PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 03-03 (WOLF CREEK),

APPROVING AND DIRECTING THE EXECUTION OF A

FISCAL AGENT AGREEMENT AND APPROVING OTHER

RELATED DOCUMENTS AND ACTIONS

THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The Board of Directors has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), to form the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), to authorize the levy of special taxes on the real property within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain public improvements, all as described in Resolution No. TPFA 03-22 adopted by the Board of Directors on October 28, 2003.

Section 2. On January 8, 2004, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District, issued $30,990,000 principal amount of Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2003 Special Tax Bonds (the "2003 Bonds"), to finance facilities authorized to be funded by the District.

Section 3. On August 15, 2012, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District, issued $26,020,000 principal amount of Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds"), the proceeds of which 2012 Bonds were used to refund the then outstanding 2003 Bonds.

Section 4. Due to favorable interest rates in the financial markets, the Board of Directors has determined that it is in the best interests of the Authority and the persons owning real property in the District that the 2012 Bonds be refunded.

Section 5. There have been submitted to the Board of Directors for its approval a Fiscal Agent Agreement (the "Fiscal Agent Agreement") providing for the issuance of special tax refunding bonds of the Authority for the District (the "Bonds") and the use of the proceeds of the Bonds to refund, in whole, the 2012 Bonds, as well as a Preliminary Official Statement (the "Preliminary Official Statement") describing the Bonds, a bond purchase agreement to be used in connection with the sale of the Bonds (the "Purchase Contract"), a Continuing Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), and an Escrow Agreement (the "Escrow Agreement") relating to the redemption of the 2012 Bonds, and the Board

of Directors, with the aid of City of Temecula staff, has reviewed said documents and found them to be in proper order.

Section 6. Pursuant to Section 5852.1 of the California Government Code, certain information relating to the Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public.

Section 7. All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California.

Section 8. Pursuant to the Act, Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law"), this Resolution and the Fiscal Agent Agreement, special tax bonds of the Authority for the District (described in Section 4 and elsewhere in this Resolution as the "Bonds"), in an aggregate principal amount not to exceed $17,000,000, are hereby authorized to be issued, with the Bonds to be designated the "Temecula Public Financing Authority Community Facilities District No. 03 -03 (Wolf Creek) 2022 Special Tax Refunding Bonds." The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

In furtherance of the issuance of the Bonds, the Board of Directors hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the Authority, the Board of Directors and the District to issue the Bonds for the purpose of refunding the 2012 Bonds; (b) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity of the 2012 Bonds plus the principal amount of the 2012 Bonds (by reason of the requirement for sale of the Bonds in clause (d) of Section 10 below); (c) the Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the assessed value of the real property in the District is more than three times the principal amount of the Bonds, based upon the assessed value of the real property in the District as determined by reference to the Riverside County Assessor's records; (d) the Bonds, when issued pursuant to the Fiscal Agent Agreement, will be in accordance with the Local Goals and Policies for Community Facilities Districts, adopted by the Board of Directors on April 24, 2001; and (e) the Bonds are in accordance with Section IX of the City of Temecula's Annual Operating Budget of Fiscal Year 2021-22 regarding Capital Financing and Debt Management (the "Debt Policies"), and the Board of Directors hereby adopts the Debt Policies as the debt policies for the Authority.

For purposes of Section 53363.2 of the Act: (i) it is expected that the purchase of the Bonds will occur on or after May 11, 2022, (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one-half of one percent (0.5%) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the 2012 Bonds shall be as set forth in the fiscal agent agreement pursuant to which the 2012 Bonds were issued (the "Prior Fiscal Agent Agreement"); and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement hereafter approved, in the Official Statement for the Bonds and the

closing certificates for the Bonds, including Bond Counsel, Disclosure Counsel and City Attorney (including the City Attorney's roll as the Authority's General Counsel), fees and expenses, Underwriter's discount, municipal advisor fees and expenses, printing costs for the Official Statement, initial fiscal agent fees and expenses, escrow bank fees and costs of City staff incurred in connection with the sale and issuance of the Bonds.

Section 9. The Fiscal Agent Agreement with respect to the Bonds, in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director, the Assistant Executive Director and the Treasurer (each a "Designated Officer"), each acting alone, are hereby authorized and directed to execute and deliver the Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Designated Officer executing the Fiscal Agent Agreement upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by a Designated Officer. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed.

Section 10. The Purchase Contract between the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director and the Treasurer, each acting alone, are hereby authorized and directed to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract; provided that (a) the aggregate principal amount of the Bonds sold thereby is not in excess of $17,000,000, (b) the true interest cost of the Bonds is not in excess of 5.00%, (c) the underwriter's discount is not in excess of 1.10% of the aggregate principal amount of the Bonds, and (d) the requirements of clause (b) of the second paragraph of Section 6 above are satisfied. The Designated Officers, each acting alone, are hereby authorized and directed to execute and deliver the Purchase Contract in said form (if the requirements of the preceding sentence are satisfied), with such additions thereto or changes therein as are recommended or approved by the Designated Officer executing such document upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by a Designated Officer.

Section 11. The Preliminary Official Statement, in the form presented to the Board of Directors at this meeting, is hereby approved. The Designated Officers are hereby authorized and directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by any such officer upon consultation with the Authority's General Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Bonds. 3 The Designated Officers, each acting alone, are hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final.

Section 12. The Continuing Disclosure Agreement related to the Bonds, in the form appended to the Preliminary Official Statement, is hereby approved. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Designated Officer executing the Continuing Disclosure Agreement, upon consultation with the Authority's General Counsel and Disclosure Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Continuing Disclosure Agreement.

Section 13. The Board of Directors hereby approves the refunding of the 2012 Bonds with the proceeds of the Bonds, in accordance with the provisions of the Prior Fiscal Agent Agreement and the Escrow Agreement between the Authority and U.S. Bank Trust Company, National Association, as Escrow Bank. The Board of Directors hereby approves the Escrow Agreement in the form presented to the Board of Directors at this meeting. The Designated Officers, each acting alone, are hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Escrow Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Designated Officer executing the Escrow Agreement upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by a Designated Officer of the Escrow Agreement.

Section 14. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

Section 15. The Bonds, when executed, shall be delivered to the Fiscal Agent (as defined in the Fiscal Agent Agreement) for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter upon payment of the purchase price therefor.

Section 16. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds and the refunding of the 2012 Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized

and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents (including but not limited to those related to bond insurance and a reserve fund insurance policy for the Bonds) which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the 2012 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved.

Section 17. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 26th day of April, 2022.

ATTEST:

Randi Johl, Secretary
[SEAL]
Matt Rahn, Chair
5 STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 2022- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 26th day of April, 2022, by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSTAIN: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

EXHIBIT A
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by Fieldman, Rolapp & Associates, Inc., the Authority's Municipal Advisor, which have been represented to have been provided in good faith:
(A) True Interest Cost of the Bonds: 3.16%
(B) Finance Charges: $543,961
(C) Net Proceeds to be Received: $15,289,455 (net of Finance Charges, reserves or capitalized interest)
(D) Total Payment Amount through Maturity (sum of all Bond debt service): $19,724,425 The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on March 28, 2022.

The principal amount of the Bonds, the true interest cost of the Bonds, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date used for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual principal amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates on the Bonds at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Authority's financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of the Bonds sold will be determined based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates on the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the principal of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority.

Quint & Thimmig LLP
2/28/22
3/10/22

FISCAL AGENT AGREEMENT
by and between the

TEMECULA PUBLIC FINANCING AUTHORITY
and
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
dated as of June 1, 2022
relating to:

Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2022 Special Tax Refunding Bonds
20009.19:J18099

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01.

Authority for this Agreement......................................................................................................................... 3 Section 1.02.

Agreement for Benefit of Owners of the Bonds........................................................................................... 3 Section1.03.

Definitions......................................................................................................................................................... 3

ARTICLE II
THE 2022 BONDS
Section 2.01.

Principal Amount; Designation...................................................................................................................12 Section 2.02.

Terms of the 2022 Bonds...............................................................................................................................12 Section2.03.

Redemption.....................................................................................................................................................13 Section2.04.

Form of Bonds................................................................................................................................................15 Section2.05.

Execution of Bonds........................................................................................................................................15 Section2.06.

Transfer of Bonds...........................................................................................................................................16 Section2.07.

Exchange of Bonds.........................................................................................................................................16 Section2.08.

Bond Register..................................................................................................................................................16 Section2.09.

Temporary Bonds...........................................................................................................................................16 Section 2.10.

Bonds Mutilated, Lost, Destroyed or Stolen..............................................................................................17 Section2.11.

Limited Obligation.........................................................................................................................................17 Section2.12.

No Acceleration..............................................................................................................................................17 Section2.13.

Book -Entry System.........................................................................................................................................17

ARTICLE III
ISSUANCE OF 2022 BONDS
Section 3.01.

Issuance and Delivery of 2022 Bonds..........................................................................................................19 Section 3.02.

Pledge of Special Tax Revenues...................................................................................................................19 Section3.03.

Validity of Bonds............................................................................................................................................19

ARTICLE IV

FUNDS AND ACCOUNTS
Section 4.01.

Application of Proceeds of Sale of 2022 Bonds and Other Moneys........................................................ 20 Section4.02.

Improvement Fund........................................................................................................................................ 20 Section 4.03.

Costs of Issuance Fund.................................................................................................................................. 21 Section4.04.

Reserve Fund.................................................................................................................................................. 22 Section4.05.

Bond Fund....................................................................................................................................................... 23 Section4.06.

Special Tax Fund............................................................................................................................................ 24 Section 4.07.

Administrative Expense Fund..................................................................................................................... 25 ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section5.01.

Punctual Payment.......................................................................................................................................... 27 Section5.02.

Limited Obligation......................................................................................................................................... 27 Section 5.03.

Extension of Time for Payment.................................................................................................................... 27 Section 5.04.

Against Encumbrances.................................................................................................................................. 27 Section5.05.

Books and Records......................................................................................................................................... 27 Section 5.06.

Protection of Security and Rights of Owners............................................................................................. 27 Section5.07.

Compliance with Act..................................................................................................................................... 27 Section 5.08.

Collection of Special Tax Revenues............................................................................................................. 27 Section 5.09.

Covenant to Foreclose................................................................................................................................... 28 Section 5.10.

Further Assurances........................................................................................................................................ 29 Section 5.11.

Private Activity Bond Limitations............................................................................................................... 29 Section 5.12.

Federal Guarantee Prohibition..................................................................................................................... 29 Section5.13.

Rebate Requirement....................................................................................................................................... 29 Section5.14.

No Arbitrage................................................................................................................................................... 30 Section 5.15.

Yield of the 2022 Bonds................................................................................................................................. 30 Section 5.16.

Maintenance of Tax-Exemption................................................................................................................... 30 Section 5.17.

Continuing Disclosure to Owners............................................................................................................... 30 Section 5.18.

Reduction of Special Taxes........................................................................................................................... 30 Section 5.19.

Limits on Special Tax Waivers and Bond Tenders.................................................................................... 30 Section5.20.

No Additional Bonds..................................................................................................................................... 31 Section 5.21.

Authority Bid at Foreclosure Sale................................................................................................................ 31 -i-

ARTICLE VI

INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE AUTHORITY Section 6.01.

Deposit and Investment of Moneys in Funds............................................................................................ 32 Section6.02.

Limited Obligation......................................................................................................................................... 33 Section 6.03.

Liability of Authority..................................................................................................................................... 33 Section 6.04.

Employment of Agents by Authority......................................................................................................... 34 ARTICLE VII

THE FISCAL AGENT
Section 7.01.

Appointment of Fiscal Agent....................................................................................................................... 35 Section 7.02.

Liability of Fiscal Agent................................................................................................................................ 36 Section7.03.

Information..................................................................................................................................................... 37 Section 7.04.

Notice to Fiscal Agent................................................................................................................................... 37 Section 7.05.

Compensation, Indemnification.................................................................................................................. 38 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01.

Amendments Permitted................................................................................................................................ 39 Section8.02.

Owners' Meetings.......................................................................................................................................... 39 Section 8.03.

Procedure for Amendment with Written Consent of Owners................................................................ 40 Section8.04.

Disqualified Bonds......................................................................................................................................... 40 Section 8.05.

Effect of Supplemental Agreement............................................................................................................. 40 Section 8.06.

Endorsement or Replacement of Bonds Issued After Amendments...................................................... 41 Section 8.07.

Amendatory Endorsement of Bonds........................................................................................................... 41 ARTICLE IX

MISCELLANEOUS
Section 9.01.

Benefits of Agreement Limited to Parties................................................................................................... 42 Section 9.02.

Successor is Deemed Included in All References to Predecessor........................................................... 42 Section 9.03.

Discharge of Agreement............................................................................................................................... 42 Section 9.04.

Execution of Documents and Proof of Ownership by Owners............................................................... 43 Section 9.05.

Waiver of Personal Liability......................................................................................................................... 43 Section 9.06.

Notices to and Demands on Authority and Fiscal Agent........................................................................ 43 Section 9.07.

State Reporting Requirements..................................................................................................................... 44 Section9.08.

Partial Invalidity............................................................................................................................................. 45 Section9.09.

Unclaimed Moneys........................................................................................................................................ 45 Section9.10.

Applicable Law.............................................................................................................................................. 45 Section9.11.

Conflict with Act............................................................................................................................................ 45 Section 9.12.

Conclusive Evidence of Regularity............................................................................................................. 45 Section 9.13.

Payment on Business Day............................................................................................................................. 45 Section9.14.

Counterparts................................................................................................................................................... 46 EXHIBIT A — FORM OF 2022 BOND

FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2022 Special Tax Refunding Bonds
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of June 1, 2022, is by and between the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as fiscal agent (the "Fiscal Agent").

RECITALS:

WHEREAS, the Board of Directors of the Authority has formed the District under the provisions of the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311, et seq. of the California Government Code) (the "Act") and Resolution No. TPFA 03-22 of the Board of Directors of the Authority adopted on October 28, 2003 (the "Resolution of Formation"); WHEREAS, the Board of Directors of the Authority, as the legislative body for the District, is authorized under the Act to levy special taxes to pay for the costs of the District and to authorize the issuance of bonds, including bonds to refund any bonds of the Authority for the District, secured by said special taxes under the Act;
WHEREAS, under the provisions of the Act, on August 15, 2012 the Authority, for and on behalf of the District, issued $26,020,000 initial principal amount of its Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds"), proceeds of which were used to refund bonds issued by the Authority for the District in 2003;
WHEREAS, due to favorable interest rates in the financial markets, the Board of Directors of the Authority has determined to refund the 2012 Bonds in full; WHEREAS, under the provisions of the Act and Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law"), on April 26, 2022, the Board of Directors of the Authority adopted its Resolution No. TPFA 2022- (the "Resolution'), which resolution, among other matters, authorized the issuance of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds (the "2022 Bonds") to provide moneys to defease and currently refund in whole the outstanding 2012 Bonds and provided that said issuance would be in accordance with this Agreement, and authorized the execution hereof; WHEREAS, it is in the public interest and for the benefit of the Authority, the District, the persons responsible for the payment of special taxes to be levied in the District and the owners of the 2022 Bonds that the Authority enter into this Agreement to provide for the issuance of the 2022 Bonds, the disbursement of proceeds of the 2022 Bonds, the disposition of the special taxes securing the 2022 Bonds and the administration and payment of the 2022 Bonds; and -1-

WHEREAS, the Authority has determined that all things necessary to cause the 2022 Bonds, when executed by the Authority for the District and issued as in the Act, the Refunding Law, the Resolution and this Agreement provided, to be legal, valid and binding and special obligations of the Authority for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the 2022 Bonds, subject to the terms hereof, have in all respects been duly authorized.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:
-2-

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act, the Refunding Law and the Resolution.

Section 1.02. Agreement for Benefit of Owners of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. Any action by any Owner to enforce the provisions of this Agreement shall be for the equal benefit and protection of all Owners of the Bonds.

The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified.

All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code. "Administrative Expenses" means costs directly related to the administration of the District consisting of the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the Treasurer or designee thereof or both) and the costs of collecting the Special Taxes (whether by the County or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; fees and costs of the Fiscal Agent (including its legal counsel) in the discharge of the duties required of it under this Agreement; the costs of the Authority, the City or any designee of either the Authority or the City of complying with the disclosure provisions of the Act, the Continuing Disclosure Agreement and this Agreement, including those related to public inquiries regarding the Special Tax and disclosures to Bondowners and the Original Purchaser; the costs of the Authority, the City or any designee of either the Authority or the City related to an appeal of the Special Tax; any amounts required to be rebated to the federal government in order for the Authority to comply with Section 5.13; any fees or expenses of the Escrow Bank and any costs incurred by the Authority or the City (including fees and expenses of the Escrow Bank) under or in connection with the Escrow Agreement; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the Authority or the City for any administrative purpose of the District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure compliance with Section 5.13, administrative costs related to the administration of any joint community facilities agreement regarding the District, and the costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid.
-3-

"Administrative Expense Fund" means the fund by that name established by Section

4.07(A) hereof.
"Agreement" means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled (including by reason of the provisions of Section 2.03(A)(ii) providing for mandatory sinking payments), and (ii) the principal amount of the Outstanding Bonds due in such Bond Year (including any mandatory sinking payment due in such Bond Year pursuant to Section

2.03(A)(ii)).
"Auditor" means the auditor / controller of the County, or such other official at the County who is responsible for preparing property tax bills.
"Authority" means the Temecula Public Financing Authority and any successor thereto. "Authority Attorney" means any attorney or firm of attorneys employed by the Authority or the City in the capacity of general counsel to the Authority. "Authorized Officer" means the Chair, Executive Director, Treasurer, Secretary or any other officer or employee of the Authority or the City authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
"Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any other attorney or firm of attorneys acceptable to the Authority and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by Section 4.05(A) hereof. "Bond Register" means the books for the registration and transfer of Bonds maintained by the Fiscal Agent under Section 2.08 hereof.
'Bond Year' means the one-year period beginning on September 2nd in each year and ending on September 1st in the following year, except that the first Bond Year shall begin on the Closing Date and end on September 1, 2022.
"Bonds" means the 2022 Bonds at any time Outstanding under this Agreement or any Supplemental Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its Principal Office are authorized or obligated by law or executive order to be closed. "CDIAC" means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. "CC" means the City of Temecula, California.
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"Closing Date" means June J 2022, being the date upon which there is a physical delivery of the 2022 Bonds in exchange for the amount representing the purchase price of the 2022 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2022 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2022 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
"Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement, dated as of June 1, 2022, between the Authority and Webb Municipal Finance, LLC, as dissemination agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
"Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the Authority or the City and related to the authorization, sale and issuance of the 2022 Bonds and the refunding and defeasance of the 2012 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees and charges of the Fiscal Agent including its first annual administration fee, fees and expenses of Fiscal Agent's counsel, expenses incurred by the City or the Authority in connection with the issuance of the 2022 Bonds and the refunding and defeasance of the 2012 Bonds, Escrow Bank fees and expenses, special tax consultant fees and expenses, bond (underwriter's) discount, legal fees and charges, including bond counsel and disclosure counsel, municipal advisor fees and expenses, charges for execution, transportation and safekeeping of the 2022 Bonds, and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established by Section 4.03(A) hereof.
"Coup " means the County of Riverside, California.
"DTC" means The Depository Trust Company, New York, New York, and its successors and assigns.
"Debt Service" means the scheduled amount of interest and amortization of principal (including principal payable by reason of Section 2.03(A)(ii)) on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.
"Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.13.
"District" means the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek), formed by the Authority under the Act and the Resolution of Formation. "Escrow Agreement" means the Escrow Agreement, dated as of June 1, 2022, by and between the Authority and the Escrow Bank.
"Escrow Bank" means U.S. Bank Trust Company, National Association, in its capacity as escrow bank under the Escrow Agreement.
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"Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security --State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent:
(i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or
(ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export -Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage -backed bonds or pass - through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.
"Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
"Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged by the person or entity that approved them to have experience in matters relating to the issuance and / or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the Authority; (iii) does not have any substantial interest, direct or indirect, with or in the Authority, or any owner of real property in the District, or any real property in the M

District; and (iv) is not connected with the City or the Authority as an officer or employee of the City or the Authority, but who may be regularly retained to make reports to the City or the Authority.
"Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http:/ /emma.msrb.org); and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such services providing information with respect to called bonds as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent.
"Interest Payment Dates" means March 1 and September 1 of each year, commencing March 1, 2023.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final scheduled maturity date of any Outstanding Bonds.
"Moody's" means Moody's Investors Service, and any successor thereto. "Officer's Certificate" means a written certificate of the Authority signed by an Authorized Officer of the Authority.
"Ordinance" means Ordinance No. TPFA 03-02, adopted by the Board of Directors of the Authority on November 18, 2003, and any other ordinance of the Authority levying the Special Taxes.
"Original Purchaser" means Stifel Nicolaus & Company, Incorporated, the first purchaser of the 2022 Bonds from the Authority.
"Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Authority pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who is the registered owner of any particular Outstanding Bond.
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement.
"Permitted Investments" means any of the following, but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities.
(b) Registered state warrants or treasury notes or bonds of the State of California (the "State"), including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State, which are rated in one of the two highest short- -7-

term or long-term rating categories by either Moody's or S&P, and which have a maximum term to maturity not to exceed three years.
(c) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank or trust company, or a state or federal savings and loan association which may include the Fiscal Agent and its affiliates; provided, that the certificates of deposit shall be one or more of the following: continuously and fully insured by the Federal Deposit Insurance Corporation, and / or continuously and fully secured by securities described in subdivision (a) or (b) of this definition of Permitted Investments which shall have a market value, as determined on a marked -to -market basis calculated at least weekly, and exclusive of accrued interest, or not less than 102 percent of the principal amount of the certificates on deposit.
(d) Commercial paper which at the time of purchase is of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commercial paper, by either Moody's or S&P, provided that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding commercial paper of an issuing corporation. Purchases of commercial paper may not exceed 20 percent of the total amount invested pursuant to this definition of Permitted Investments. (e) A repurchase agreement with a state or nationally charted bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that all of the following conditions are satisfied: (1) the agreement is secured by any one or more of the securities described in subdivision (a) of this definition of Permitted Investments, (2) the underlying securities are required by the repurchase agreement to be held by a bank, trust company, or primary dealer having a combined capital and surplus of at least one hundred million dollars ($100,000,000) and which is independent of the issuer of the repurchase agreement, and (3) the underlying securities are maintained at a market value, as determined on a marked -to -market basis calculated at least weekly, of not less than 103 percent of the amount so invested. (f) An investment agreement or guaranteed investment contract with, or guaranteed by, a financial institution the long-term unsecured obligations of which are rated Aa2 and "AA" or better, respectively, by Moody's and S&P at the time of initial investment. The investment agreement shall be subject to a downgrade provision with at least the following requirements: (1) the agreement shall provide that within five business days after the financial institution's long-term unsecured credit rating has been withdrawn, suspended, other than because of general withdrawal or suspension by Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades") the financial institution shall give notice to the Authority and, within the five-day period, and for as long as the rating downgrade is in effect, shall deliver in the name of the Authority or the Fiscal Agent to the Authority or the Fiscal Agent Federal Securities allowed as investments under subdivision (a) of this definition of Permitted Investments with aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement invested with the financial institution at that time, and shall deliver additional allowed federal securities as needed to maintain an aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement BE

within three days after each evaluation date, which shall be at least weekly, and (2) the agreement shall provide that, if the financial institution's long-term unsecured credit rating is reduced below "AY' by Moody's or below "A-" by S&P, the Fiscal Agent or the Authority may, upon not more than five business days' written notice to the financial institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement.
(g) The Local Agency Investment Fund of the State of California. (h) Investments in a money market fund (including any funds of the Fiscal Agent or its affiliates and including any funds for which the Fiscal Agent or its affiliates provides investment advisory or other management services) rated in the highest rating category (without regard to plus (+) or minus (-) designations) by Moody's or S&P. (i) Money market deposit accounts, time deposits and certificates of deposits, issued by commercial banks (including those of the Fiscal Agent, its parent and its affiliates), savings and loan associations or mutual savings banks whose short-term obligations of which are rated on the date of purchase "A-1" or better by S&P and "P-1" by Moody's.
(j) Any other lawful investment for Authority funds.
"Principal Office" means the corporate trust office of the Fiscal Agent set forth in Section

9.06, except for the purpose of maintenance of the Bond Register and presentation of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal Agent conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent.
"Project" means the facilities eligible to be funded by the District, as more particularly described in the Resolution of Formation.
"Rate and Method of Apportionment of Special Taxes" means the rate and method of apportionment of special taxes for the District, as approved pursuant to the Resolution of Formation, and as it may be modified from time to time in accordance with the Act. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "Refunding Bonds" means bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the debt service on the Refunding Bonds in any Bond Year is not in excess of the debt service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded.
"Refunding Law" means Article 11, commencing with Section 53580, of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. "Reserve Fund" means the fund by that name established pursuant to Section 4.04(A) hereof.
"Reserve Requirement" means, as of any date of calculation, an amount equal to twenty- five percent (25%) of the then Maximum Annual Debt Service. The Reserve Requirement as of the Closing Date is $
0 "Resolution" means Resolution No. TPFA 2022 adopted by the Board of Directors of the Authority on April 26, 2022.
"Resolution of Formation" means Resolution No. TPFA 03-22, adopted by the Board of Directors of the Authority on October 28, 2003.
"S&P" means Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, and any successor thereto.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, New York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such other securities depositories as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent.
"Special Tax A" shall have the meaning given such term in the Rate and Method of Apportionment of Special Taxes.
"Special Tax Fund" means the fund by that name established by Section 4.06(A) hereof. "Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of the Special Taxes, less any administrative fees or penalties collected as part of any such prepayment.
"Special Tax Prepayments Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with delinquent Special Taxes, which amounts may be deposited to the Administrative Expense Fund or otherwise disposed of as determined by the Treasurer consistent with any applicable provisions of the Act. "Special Taxes" means the Special Tax A levied within the District pursuant to the Act, the Ordinance and this Agreement.
"Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Authority under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
"Tax Consultant" means any independent financial or tax consultant retained by the Authority or the City for the purpose of computing the Special Taxes. "Treasurer" means the Treasurer of the Authority or such other officer or employee of the Authority performing the functions of the chief financial officer of the Authority. "2012 Bonds" means the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds. -10-

"2022 Bonds" means the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds authorized to be issued under Section 2.01 hereof.
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ARTICLE II
THE 2022 BONDS
Section 2.01. Principal Amount; Designation. 2022 Bonds in the aggregate principal amount of Million Thousand Dollars ($ ) are authorized
to be issued by the Authority for the District under and subject to the terms of the Resolution and this Agreement, the Act, the Refunding Law and other applicable laws of the State of California.

The 2022 Bonds are hereby designated as the "Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds." Section 2.02. Terms of the 2022 Bonds.
(A) Form; Denominations. The 2022 Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple in excess thereof. (B) Date of 2022 Bonds. The 2022 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the 2022 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2022 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2022 Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority's contract with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities, Interest Rates. The 2022 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows:

Maturity Date
(September 1) Principal Amount Interest Rate
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(E) Interest. The 2022 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2022 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2022 Bond, interest is in default thereon, such 2022 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
(F) Method of Payment. Interest on the 2022 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the Bond Register maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer (i) to the Depository (so long as the Bonds are in book -entry form pursuant to Section 2.13), or (ii) to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds received before the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such Bonds are transferred to a new Owner. The principal of the 2022 Bonds and any premium on the 2022 Bonds are payable by check in lawful money of the United States of America upon surrender of the 2022 Bonds at the Principal Office of the Fiscal Agent. All 2022 Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2022 Bonds and issue a certificate of destruction thereof to the Authority upon the Authority's request.

Section 2.03. Redemption
(A) Redemption Dates.
(i) No Optional Redemption. The 2022 Bonds are not subject to optional redemption prior to their stated maturities.
(ii) Mandatory Sinking Payment Redemption. The 2022 Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1) Sinking Payments
The amounts in the foregoing table shall be reduced to the extent practicable so as to maintain level debt service on the 2022 Bonds, as a result of any prior partial redemption of the 2022 Bonds pursuant to Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.
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(iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and Section 4.04(F), respectively, shall be used to redeem 2022 Bonds on the next Interest Payment Date for which notice of redemption can timely be given under Section 2.03(D), by lot and allocated among maturities of the 2022 Bonds as provided in Section 2.03(D), at a redemption price (expressed as a percentage of the principal amount of the 2022 Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

Redemption Dates Redemption Prices
any Interest Payment Date to and including %
March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and thereafter
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its intention to redeem 2022 Bonds pursuant to subsection (A)(iii) not less than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as the Fiscal Agent shall allow. No notice need be given by the Authority to the Fiscal Agent of a redemption of 2022 Bonds pursuant to subsection (A)(ii) above.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section

2.03(A)(ii) or (iii), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2022 Bonds for redemption, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2022 Bonds were to be redeemed in accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services (or by such other means as permitted by such services), and to the respective registered Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the Bond Register; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2022 Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2022 Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the 2022 Bonds to be redeemed by giving the individual CUSIP number and Bond number of each 2022 Bond to be redeemed or shall state that all 2022 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2022 Bonds of one or more maturities have been called for redemption, shall state as to any 2022 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2022 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2022 Bonds will not accrue from and after the redemption date.
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Upon the payment of the redemption price of 2022 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the 2022 Bonds being redeemed with the proceeds of such check or other transfer.

Whenever provision is made in this Agreement for the redemption of less than all of the 2022 Bonds or any given portion thereof, the Fiscal Agent shall select the 2022 Bonds to be redeemed, from all 2022 Bonds or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Treasurer (who shall specify 2022 Bonds to be redeemed so as to maintain substantially level debt service on the Bonds), and by lot within a maturity in any manner which the Fiscal Agent deems appropriate.

Upon surrender of 2022 Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the Authority, a new 2022 Bond or 2022 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2022 Bond or 2022 Bonds.
(E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2022 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2022 Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All 2022 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section, and any 2022 Bonds paid at maturity, shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2022 Bonds and, upon written request of the Authority, issue a certificate of destruction thereof to the Authority.

Section 2.04. Form of Bonds. The 2022 Bonds, the form of Fiscal Agent's certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signatures of its Chair and Secretary who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the Authority shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Authority although at the nominal date of such Bond any such person shall not have been such officer of the Authority.

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.
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Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Bond Register by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the Authority. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount of authorized denomination(s).

No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same series and maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the Authority. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date.

Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds, which books shall show the series number, date, amount, rate of interest and last known Owner of each Bond and shall at all times be open to inspection by the Authority during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

The Authority and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond Register as the absolute Owner of such Bond for any and all purposes, and the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond Register for any and all purposes.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the -16-

definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under to this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the Authority.

If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to the Fiscal Agent and indemnity for the Authority and the Fiscal Agent satisfactory to the Fiscal Agent shall be given, the Authority, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the Authority and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the Authority under this Agreement and the Bonds shall be special obligations of the Authority, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of the Authority (except with respect to the levy of Special Taxes in the District, to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The City has no obligation whatsoever under this Agreement or otherwise with respect to the Bonds.

Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

Section 2.13. Book -Entry System. DTC shall act as the initial Depository for the 2022 Bonds. One 2022 Bond for each maturity of the 2022 Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the 2022 Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing.

The representatives of the Authority and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book -entry system, including the execution of the Depository's required representation letter.
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With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation to any broker -dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the 'Beneficial Owners"). Without limiting the immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid.

No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book -entry transfers through DTC is not in the best interest of the Beneficial Owners, and the Authority shall mail notice of such termination to the Fiscal Agent.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the 2022 Bonds that they be able to obtain certificated 2022 Bonds, the 2022 Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the 2022 Bonds will be delivered to such Beneficial Owners as soon as practicable.
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ARTICLE III
ISSUANCE OF 2022 BONDS
Section 3.01. Issuance and Delivery of 2022 Bonds. At any time after the execution of this Agreement, the Authority may issue the 2022 Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver the 2022 Bonds to the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2022 Bonds in accordance with the provisions of the Act, the Refunding Law, the Resolution and this Agreement, to redeem the 2012 Bonds with proceeds of the 2022 Bonds, to authorize the payment of Costs of Issuance from the proceeds of the 2022 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2022 Bonds to the Original Purchaser and the redemption of the 2012 Bonds pursuant to the Escrow Agreement.

Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge of all of the Special Tax Revenues (other than the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section 4.06(A)) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in the Administrative Expense Fund, the Improvement Fund, the Costs of Issuance Fund, and the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to clause (i) of the second paragraph of Section 4.06(A), are not pledged to the repayment of the Bonds. The Project, and any portion of the Project, is not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any portion of the Project are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 3.03. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the performance by any person of such persons obligation(s) with respect to the Project.
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ARTICLE IV

FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2022 Bonds and Other Moneys. (A) The proceeds of the purchase of the 2022 Bonds by the Original Purchaser (being $ ) shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) deposit in the Costs of Issuance Fund an amount equal to $ (ii) deposit in the Reserve Fund an amount equal to $ (being an amount equal to the Reserve Requirement as of the Closing Date); and (iii) transfer to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement an amount equal to $ (B) In addition to the foregoing, on the Closing Date the Authority shall transfer or cause to be transferred certain moneys held with respect to the 2022 Bonds as follows:
(i) transfer from the administrative expense fund held with respect to the 2012 Bonds (a) to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement $ ; and (b) to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund, the remaining $ on deposit in such administrative expense fund;
(ii) transfer from the special tax fund held with respect to the 2012 Bonds (a) to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement $ ; and (b) to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund, the remaining $ on deposit in such special tax fund;
(iii) transfer from the reserve fund held with respect to the 2012 Bonds to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund established under the Escrow Agreement, the $ on deposit in such reserve fund; and (iv) transfer from the bond fund held with respect to the 2012 Bonds to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund, any amounts on deposit in such bond fund.
(v) transfer from the improvement fund held with respect to the 2012 Bonds to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund, all amounts in such improvement fund.
(C) The Fiscal Agent may establish a temporary fund or account in its records to facilitate any of the deposits or transfers referred to in this Section 4.01.

Section 4.02. Improvement Fund(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Improvement Fund (the "Improvement Fund"). A deposit shall be made to the Improvement Fund as required by Section 4.01(B)(v). Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent -20-

for the benefit of the Authority, and shall be disbursed for the payment or reimbursement of costs of the Project.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate, which shall: (a) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made (which shall be for a Project cost), that the disbursement is a proper expenditure from the Improvement Fund, and the person to which the disbursement is to be paid; and (b) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting a disbursement.

Each such Officer's Certificate or other certificate submitted to the Fiscal Agent as described in this Section 4.02(B) shall be sufficient evidence to the Fiscal Agent of the facts stated therein, and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. (C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment and deposit of amounts in the Improvement Fund shall be retained in the Improvement Fund, to be used for the purposes of the Improvement Fund.
(D) Closing of Improvement Fund. Upon receipt by the Fiscal Agent of an Officer's Certificate stating that the Project has been completed and that all costs of the Project have been paid, or that any such costs are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund to be used to pay Debt Service on the Bonds on the next Interest Payment Date, and when no amounts remain on deposit in the Improvement Fund, the Improvement Fund shall be closed.

Section 4.03. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds Costs of Issuance Fund (the "Costs of Issuance Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A)(i). Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent on the Closing Date, or otherwise in an Officer's Certificate delivered to the Fiscal Agent after the Closing Date. The Fiscal Agent shall pay all Costs of Issuance after receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee pursuant to an Officer's Certificate requesting payment of Costs of Issuance. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 90 days from the Closing Date and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.
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Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No. 03- 03 (Wolf Creek) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A)(ii) equal to the Reserve Requirement as of the Closing Date, and deposits shall be made as provided in clause (ii) of the second paragraph of Section 4.06(A) and clause (ii) of Section 4.06(B). Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Treasurer, specifying the amount withdrawn. (D) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any September 1 occurring on or after September 1, 2023, or on any other date at the request of the Treasurer, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Treasurer of the amount of the excess and shall transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to be used for the payment of interest on the Bonds on the next Interest Payment Date in accordance with Section 4.05. (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall upon the written direction of the Treasurer transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and 4.05, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Authority to be used for any lawful purpose under the Act.

Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal of any such excess amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(iii) and 4.05(B)(ii), funds in the Reserve Fund in the amount of any applicable "Reserve Fund Credit," as such term is defined in and otherwise determined in accordance with Section H of the Rate and Method of Apportionment of Special Taxes, shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the -22-

Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate.
(G) Transfer to Pay Rebate. Amounts in the Reserve Fund shall be withdrawn, at the written request of an Authorized Officer, for purposes of paying any rebate liability under Section

5.13. (H) Investment. Moneys in the Reserve Fund shall be invested in accordance with Section

6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Reserve Fund to be used for the purposes of such fund, including any of the purposes specified in this Section 4.04.

Section 4.05. Bond Fund.
(A) Establishment of Bond Fund and Special Tax Prepayments Account. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Bond Fund (the "Bond Fund"), to the credit of which deposits shall be made as required by Section 4.02(D), Section 4.04, clause (ii) of the second paragraph of Section 4.06(A) and Section 4.06(B), and any other amounts required to be deposited therein by this Agreement or the Act. There is also hereby created in the Bond Fund a separate account held by the Fiscal Agent, the Special Tax Prepayments Account, to the credit of which deposits shall be made as provided in clause (iii) of the second paragraph of Section 4.06(A).

Moneys in the Bond Fund and the accounts therein shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(iii), such payments to be made in the priority listed in the second succeeding paragraph.

Notwithstanding the foregoing, (a) amounts in the Bond Fund as a result of a transfer pursuant to Section 4.02(D) shall be used to pay the principal of and interest on the Bonds prior to the use of any other amounts in the Bond Fund for such purpose; and (b) amounts in the Bond Fund as a result of a transfer pursuant to clause (ii) of the second paragraph of Section 4.06(A) shall be immediately disbursed by the Fiscal Agent to pay past due amounts owing on the Bonds.

In the event that amounts in the Bond Fund are insufficient for the purposes set forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein amounts to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the first paragraph of this Section

4.05(B)(i), the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of -23-

sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments. Each such payment shall be made ratably to the Owners of the Bonds based on the then Outstanding principal amount of the Bonds, if there are insufficient funds to make the corresponding payment for all of the then Outstanding Bonds. Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(ii) Special Tax Prepayments Account Disbursements. Moneys in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Bond Fund on the next date for which notice of redemption of Bonds can timely be given under Section

2.03(A)(iii), and notice to the Fiscal Agent can timely be given under Section 2.03(B), and shall be used (together with any amounts transferred pursuant to Section 4.04(F)) to redeem Bonds on the redemption date selected in accordance with Section 2.03. (C) Investment. Moneys in the Bond Fund and the Special Tax Prepayments Account shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from the investment and deposit of amounts in the Bond Fund and the Special Tax Prepayments Account shall be retained in the Bond Fund and the Special Tax Prepayments Account, respectively, to be used for purposes of such fund and account.

Section 4.06. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Special Tax Fund (the "Special Tax Fund"). The Authority shall transfer or cause to be transferred to the Fiscal Agent, as soon as practicable following receipt, all Special Tax Revenues received by the Authority and any amounts required by Section

4.01(B)(ii)(b) and Section 4.01(B)(iv) to be deposited to the Special Tax Fund, all which amounts shall be deposited by the Fiscal Agent to the Special Tax Fund. In addition, the Fiscal Agent shall deposit in the Special Tax Fund amounts to be transferred thereto pursuant to Section 4.07(B) hereof.

Notwithstanding the foregoing,
(i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in an amount equal to the portion of such Fiscal Year's Special Tax levy for Administrative Expenses (but not to exceed, in any Fiscal Year, $ ), shall be deposited by the Treasurer in the Administrative Expense Fund;
(ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Treasurer and shall be deposited by the Fiscal Agent first, in the Bond Fund to the extent needed to pay any past due debt service on the Bonds; second, to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; third, to the Administrative Expense Fund to the extent that amounts in such fund were used to pay costs related to the collection of such delinquencies; and fourth, to the Special Tax Fund for use as described in Section 4.06(B) below; and (iii) any proceeds of Special Tax Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account established pursuant to Section 4.05(A).
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Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit of the Authority and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the Authority. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund pursuant to Sections 4.02(D), 4.04(D), (E), and (F), and 4.05(B)(ii), such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds on such Interest Payment Date, and (ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement.

In addition to the foregoing, if in any Fiscal Year there are sufficient funds in the Special Tax Fund to make the foregoing transfers to the Bond Fund and the Reserve Fund in respect of the Interest Payment Dates occurring in the Bond Year that commences in such Fiscal Year, the Treasurer may transfer to the Administrative Expense Fund, from time to time, any amount in the Special Tax Fund in excess of the amount needed to make such transfers to the Bond Fund and the Reserve Fund, if monies are needed to pay Administrative Expenses in excess of the amount then on deposit in the Administrative Expense Fund. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a separate fund to be held by the Treasurer, the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) Administrative Expense Fund (the "Administrative Expense Fund"), to the credit of which deposits shall be made as required by Sections 4.01(B)(i)(b) and 4.03(B), clause (i) of the second paragraph of Section 4.06(A) and Section 4.06(B). Moneys in the Administrative Expense Fund shall be held in trust by the Treasurer for the benefit of the Authority, and shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an Officer's Certificate stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense or Costs of Issuance, and the nature of such Administrative Expense or Costs of Issuance. Amounts transferred from the Costs of Issuance Fund to the Administrative Expense Fund pursuant to Section 4.03(B) shall be separately identified at all times, and shall be expended for purposes of the Administrative Expense Fund prior to the use of amounts transferred to the Administrative Expense Fund from the Special Tax Fund pursuant to Section

4.06(B).

Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any amounts then remaining in the Administrative Expense Fund in excess of $35,000 that have not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund.
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(C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Treasurer in the Administrative Expense Fund to be used for the purposes thereof.
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ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Limited Obli ag tion. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed as provided herein, the Special Tax Fund.

Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Authority shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the Authority, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded.

Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds.

Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Authority, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and to the Special Tax Revenues.

Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

Section 5.06. Protection of Security and Rights of Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the Authority, the Bonds shall be incontestable by the Authority.

Section 5.07. Compliance with Act. The Authority will comply with all applicable provisions of the Act and law in administering the District.

Section 5.08. Collection of Special Tax Revenues. The Authority shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or about June 1 of each year, the Fiscal Agent shall provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to the Ordinance as necessary -27-

to provide for the debt service to become due on the Bonds in the calendar year that commences in the Fiscal Year for which the levy is to be made, and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice by the Treasurer shall in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll.

The Treasurer shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses (including amounts necessary to discharge any obligation under Section 5.13) during such year, taking into account the balances in such funds and in the Special Tax Fund. The Special Taxes so levied shall not exceed the maximum amounts as provided in the Rate and Method of Apportionment of Special Taxes.

The Special Taxes, when levied, shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of the property owners within the District, in which event the Special Taxes shall become delinquent if not paid when due pursuant to said billing.

Section 5.09. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following paragraph. The Treasurer shall notify the Authority Attorney of any such delinquency of which the Treasurer is aware, and the Authority Attorney shall commence, or cause to be commenced, such proceedings.

On or about February 15 and June 15 of each Fiscal Year, the Treasurer shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Authority, and:
(A) Individual Delinquencies. If, as of any June 15, the Treasurer determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $5,000 or more, then the Treasurer shall promptly send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner, and (if the delinquency remains uncured) -28-

foreclosure proceedings shall be commenced by the Authority within 90 days after the notice of delinquency has been sent.
(B) Aggregate Delinquencies. If the Treasurer determines that, as of any June 15, the total amount of delinquent Special Tax for the then current Fiscal Year for the entire District (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency), and the Authority shall commence foreclosure proceedings within 90 days after the notices of delinquency have been sent.

Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency or foreclosure action if the amount in the Reserve Fund is at least equal to the Reserve Requirement.

The Treasurer and the Authority Attorney, as applicable, are hereby authorized to employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any such counsel (including a charge for Authority staff time) in conducting foreclosure proceedings shall be an Administrative Expense hereunder.

Section 5.10. Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the proceeds of the 2022 Bonds are not so used as to cause the 2022 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Section 5.12. Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2022 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.

Section 5.13. Rebate Requirement. The Authority shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2022 Bonds.

If necessary, the Authority may use amounts in the Reserve Fund, amounts on deposit in the Administrative Expense Fund, and any other funds available to the District, including amounts advanced by the Authority or the City, in its respective sole discretion, to be repaid by the District as soon as practicable from amounts described in the preceding clauses, to satisfy its obligations under this Section 5.13. The Treasurer shall take note of any investment of monies hereunder in excess of the yield on the 2022 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.

In order to provide for the administration of this Section 5.13, the Treasurer may provide for the employment of independent attorneys, accountants and consultants compensated on such -29-

reasonable basis as the Treasurer may deem appropriate and in addition, and without limitation of the provisions of Sections 6.02, 6.03 and 6.04, the Treasurer may rely conclusively upon and be fully protected from all liability in relying upon the opinions, determinations, calculations and advice of such agents, attorneys and consultants employed hereunder. Any fees or expenses incurred by the Authority or the City under or pursuant to this Section 5.13 shall be Administrative Expenses.

The Fiscal Agent may rely conclusively upon the Authority's determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the Authority's calculations hereunder.

Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2022 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2022 Bonds would have caused the 2022 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.

Section 5.15. Yield of the 2022 Bonds. In determining the yield of the 2022 Bonds to comply with Section 5.13 and 5.14 hereof, the Authority will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Authority, as of the Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or 2022 Bonds redeemed.

Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the 2022 Bonds from the gross income of the Owners of the 2022 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2022 Bonds.

Section 5.17. Continuing Disclosure to Owners. In addition to its obligations under Section 9.07, the Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder; however, any Participating Underwriter or any Owner or Beneficial Owner (as defined in Section 2.13) of the Bonds may take such actions as may be necessary and appropriate to compel performance by the Authority of its obligations thereunder, including seeking mandate or specific performance by court order.

Section 5.18. Reduction of Special Taxes. The Authority covenants and agrees to not consent or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the Debt Service due on the Bonds in such Fiscal Year, plus a reasonable estimate of Administrative Expenses for such Fiscal Year. It is hereby acknowledged that Bondowners are purchasing the Bonds in reliance on the foregoing covenant, and that said covenant is necessary to assure the full and timely payment of the Bonds.

Section 5.19. Limits on Special Tax Waivers and Bond Tenders. The Authority covenants not to exercise its rights under the Act to waive delinquency and redemption penalties related to the Special Taxes or to declare Special Tax penalties amnesty program if to do so would materially and adversely affect the interests of the owners of the Bonds and further covenants not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Authority -30-

having insufficient Special Tax Revenues to pay the principal of and interest on the Bonds remaining Outstanding following such tender.

Section 5.20. No Additional Bonds. The Authority shall not issue any additional bonds secured by (A) a pledge of Special Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any amounts in any funds or accounts established and held by the Fiscal Agent under this Agreement.

Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to take the property subject to the lien for Special Taxes imposed by the District and that the Special Taxes levied on the property are payable while the Authority owns the property. -31-

ARTICLE VI

INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY

OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest, to the extent reasonably practicable, any such moneys in Permitted Investments described in clause (h) of the definition thereof in Section 1.03, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. The Treasurer shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions can be taken to assure compliance with Section 5.13.

Moneys in any fund or account created or established by this Agreement and held by the Treasurer shall be invested by the Treasurer in any Permitted Investment, which in any event by its terms matures prior to the date on which such moneys are required to be paid out hereunder.

Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the Authority to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments.

The Fiscal Agent and its affiliates or the Treasurer may act as sponsor, advisor, depository, principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Treasurer shall incur any liability for losses arising from any investments made pursuant to this Section. The Fiscal Agent shall not be required to determine the legality of any investments.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. The Fiscal Agent shall have no duty in connection with the determination of Fair Market Value other than to follow the investment direction of an Authorized Officer in any written direction of any Authorized Officer. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the subaccounts within the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Code). The Fiscal Agent shall not be liable for verification of the application of such sections of the Code.

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.
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The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Limited Obli ation. The Authority's obligations hereunder are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund (including the Special Tax Prepayments Account therein) and the Reserve Fund created hereunder.

Section 6.03. Liability of Authority. The Authority shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Authority shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder.

In the absence of bad faith, the Authority, including the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Authority and conforming to the requirements of this Agreement. The Authority, including the Treasurer, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Authority to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Authority and the Treasurer may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Authority may consult with counsel, who may be the Authority Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Authority shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed.
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Whenever in the administration of its duties under this Agreement the Authority or the Treasurer shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Authority, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent, an Independent Financial Consultant or a Tax Consultant, and such certificate shall be full warrant to the Authority and the Treasurer for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Authority or the Treasurer may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 6.04. Employment of Agents by Authority. In order to perform its duties and obligations hereunder, the Authority and / or the Treasurer may employ such persons or entities as it deems necessary or advisable. The Authority shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities.
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ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Treasurer written notice of any such succession hereunder.

The Authority may at any time remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, corporation or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the Authority and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. Upon such acceptance, the successor Fiscal Agent shall be vested with all rights and powers of its predecessor hereunder without any further act.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

If, by reason of the judgment of any court, or reasonable agency, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. In such event, the Treasurer may designate a successor Fiscal Agent qualified to act as Fiscal Agent hereunder. -35-

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it hereunder, or as to the correctness of any amounts received, and its liability shall be limited to the proper accounting for such funds as it shall actually receive.

The Fiscal Agent may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.
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In order to perform its duties and obligations hereunder, the Fiscal Agent may employ such persons or entities as it deems necessary or advisable. The Fiscal Agent shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities.

The Fiscal Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Fiscal Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Fiscal Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Fiscal Agent in its discretion elects to act upon such instructions, the Fiscal Agent's reasonable understanding of such instructions shall be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Fiscal Agent, including without limitation the risk of interception and misuse by third parties.

The Fiscal Agent 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, 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, 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 Fiscal Agent.

Section 7.03. Information. The Fiscal Agent shall provide to the Authority such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the Authority shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent. Upon the Authority's written election, such statements will be delivered via the Fiscal Agent's online service and upon electing such service, paper statements will be provided only upon request.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund, the Special Tax Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Authority and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing upon reasonable prior notice.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or proper parties. -37-

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer's Certificate, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The Authority further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the Authority under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement, but any monetary obligation of the Authority arising under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund. -38-

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Owners of the Bonds, or (iii) reduce the percentage of Bonds required for the amendment hereof.

Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent.

This Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the Authority in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Authority; (B) to make modifications not adversely affecting any Outstanding series of Bonds of the Authority in any material respect;
(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Authority or the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; and (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from gross federal income taxation of interest on the Bonds.

The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Agreement authorized by this Section which materially adversely affects the Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto. The Fiscal Agent may request and shall be fully protected in relying upon, an opinion of Bond Counsel that any proposed Supplemental Agreement complies with the applicable requirements of this Section 8.01.

Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the Owners. In such event the Authority is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.
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Section 8.03. Procedure for Amendment with Written Consent of Owners. The Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII; provided, however, that the Fiscal Agent shall not be deemed to have knowledge that any Bond is owned or held by the Authority unless the Authority is the registered Owner or the Fiscal Agent has received written notice that any other registered Owner is an Owner for the account of the Authority.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental -40-

Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The Authority may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the Authority, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the Authority may select and designate for that purpose, a suitable notation shall be made on such Bond. The Authority may determine that new Bonds, so modified as in the opinion of the Authority is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -41-

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the Authority, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the Authority or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the Authority shall determine as confirmed by Bond Counsel or an independent certified public accountant will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections

4.04 and 4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates.

If the Authority shall have taken any of the actions specified in (A), (B) or (C) above, and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the Authority, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the Authority under this Agreement with respect to such Bonds Outstanding shall cease and terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the foregoing, the obligation of the Authority to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, all amounts owing to the Fiscal Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, shall continue in any event. -42-

Upon compliance by the Authority with the foregoing with respect to all Bonds Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid over to the Authority and any Special Taxes thereafter received by the Authority shall not be remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose permitted under the Act.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Authority or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No Boardmember, City Councilmember, officer, official, agent or employee of the Authority, the City or the District shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such Boardmember, City Councilmember, officer, official, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the Authority may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Authority with the Fiscal Agent) as follows:

Temecula Public Financing Authority
c / o City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: Director of Finance
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Authority to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the Authority) as follows (provided that any such notice shall not be effective until actually received by the Fiscal Agent):
-43-

U.S. Bank Trust Company, National Association
633 W. Fifth Street, 241h Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 03-03 (Wolf Creek)
Section 9.07. State Reporting Requirements. The following requirements shall apply to the Bonds, in addition to those requirements under Section 5.17:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the Closing Date, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Treasurer shall cause the information required by Government Code Section 53359.5(b) to be supplied to CDIAC. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Treasurer of such failure or withdrawal in writing. The Treasurer shall notify CDIAC and the Original Purchaser of such failure or withdrawal within 10 days of such failure or withdrawal, and the Authority shall provide notice under the Continuing Disclosure Agreement of such event as required thereunder. (C) Special Tax Reporting. The Treasurer shall file a report with the Authority no later than January 1, 2023, and at least once a year thereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to the District, (ii) the amount of Bond proceeds collected and expended with respect to the District, and (iii) the status of the Project. It is acknowledged that the Special Tax Fund and the Special Tax Prepayments Account are the accounts into which Special Taxes collected on the District will be deposited for purposes of Section 50075.1(c) of the California Government Code, and the funds and accounts listed in Section 4.01 are the funds and accounts into which Bond proceeds will be deposited for purposes of Section 53410(c) of the California Government Code, and the annual report described in the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3 and 53411 of the California Government Code.
(D) Amendment. The reporting requirements of this Section 9.07 shall be amended from time to time, without action by the Authority or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, and (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the California Government Code. Notwithstanding the foregoing, any such amendment shall not, in itself, affect the Authority's obligations under the Continuing Disclosure Agreement. The Authority shall notify the Fiscal Agent in writing of any such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement. (E) Other Reporting. No later than January 31 of each calendar year (commencing January 31, 2023), the Authority agrees to provide to CDIAC the annual report information required by Section 8855(k)(1) of the California Government Code.

Such annual report shall be made using such form or forms as may be prescribed by CDIAC.
-44-

Additionally, no later than January 31 of each calendar year (commencing January 31, 2023), the Authority agrees to provide to the California State Controller, Division of Accounting and Reporting, the annual report information required by Section 12463.2 of the California Government Code.
(F) No Liability. None of the Authority and its officers, agents and employees, the Treasurer or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 9.07.

The Treasurer shall provide copies of any of such reports to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the Authority to produce such information and pay any postage or other delivery cost to provide the same, as determined by the Treasurer. The term 'Bondowner" for purposes of this Section 9.07 shall include any Beneficial Owner (as defined in Section 2.13) of the Bonds.

Section 9.08. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Authority hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.09. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the Authority as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of the principal of, and interest and any premium on, such Bonds. Any right of any Owner to look to the Authority for such payment shall survive only so long as required under applicable law.

Section 9.10. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.11. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.12. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.13. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.
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Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
-46-

IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be executed all as of June 1, 2022.
20009.19:J18099

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO.03-03 (WOLF CREEK)
M
Aaron Adams,
Executive Director
U. S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Fiscal Agent
0 Authorized Officer
[Signature page to Fiscal Agent Agreement — CFD 03-03 (Wolf Creek)] S-1

No.

EXHIBIT A
FORM OF 2022 BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2022 SPECIAL TAX REFUNDING BOND

INTEREST RATE MATURITY DATE BOND DATE CUSIP
September 1, June J 2022
REGISTERED OWNER:

PRINCIPAL AMOUNT: DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2023, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank Trust Company, National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book -entry -only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an account in the United States designated by such registered owner in such written request, respectively.

This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by a resolution of the Board of Directors of the Authority adopted on April 26, 2022 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act") and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, for the purpose of refunding the A-1

Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds, and is one of the series of bonds designated "Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds" (the "Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Fiscal Agent Agreement, dated as of June 1, 2022, between the Authority and the Fiscal Agent (the "Agreement") and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California.

Pursuant to the Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement.

Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof, unless (i) it is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an interest payment date and after the close of business on the Record Date preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (iii) it is authenticated prior to the Record Date preceding the first interest payment date, in which event it shall bear interest from the Bond Date set forth above; provided, however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority, as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove.

The City of Temecula has no liability or obligations whatsoever with respect to the District, the Bonds or the Agreement.

The Bonds are not subject to optional redemption prior to their stated maturity.

The Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1) Sinking Pam
The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any Interest Payment Date, among maturities as specified in the Agreement and by lot within a maturity, at a redemption price (expressed as a percentage at the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

A-2

Redemption Dates Redemption Prices
any Interest Payment Date to and including %
March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Agreement, Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount and maturity of Bonds of other authorized denominations.

Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption, (ii) with respect to a Bond after such Bond has been selected for redemption, or (iii) between a Record Date and the succeeding interest payment date.

Exchanges may only be made for Bonds in authorized denominations, as provided in the Agreement.

The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The Agreement contains provisions permitting the Authority to make provision for the payment of the interest on, and the principal and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Agreement.

The Bonds are not general obligations of the Authority, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit of the Authority or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY A-3

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

IN WITNESS WHEREOF, Temecula Public Financing Authority has caused this Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of its Chair and countersigned by the facsimile signature of its Secretary.

ATTEST
LIN
Randi Johl,
Secretary

TEMECULA PUBLIC FINANCING

AUTHORITY
In
Matt Rahn,
Chair
A-4

FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Fiscal Agent
in
Authorized Signatory
A-5

ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated:

Signature Guaranteed: Signature:

Note: Signature(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor. correspond with the name(s) as written on the face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.

A-6

Quint & Thimmig LLP
2/28/22
3/10/22

ESCROW AGREEMENT
by and between the

TEMECULA PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Bank
dated as of June 1, 2022
relating to:

Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2012 Special Tax Refunding Bonds
20009.19:J18098

TABLE OF CONTENTS
Section 1.

Establishment of Refunding Fund........................................................................................................1 Section 2.

Deposit into Refunding Fund; Investment of Amounts....................................................................2 Section 3.

Instructions as to Application of Refunding Fund............................................................................. 2 Section 4.

Application of Proceeds from Prior Bond Funds............................................................................... 2 Section 5.

Application of Certain Terms of Prior Fiscal Agent Agreement...................................................... 3 Section 6.

Proceedings for Redemption of Prior Bonds.......................................................................................3 Section 7.

Compensation to Escrow Bank............................................................................................................. 3 Section 8.

Liabilities and Obligations of Escrow Bank........................................................................................ 3 Section 9.

Resignation of Escrow Bank..................................................................................................................5 Section10.

Amendment............................................................................................................................................. 5 Section11.

Unclaimed Moneys................................................................................................................................. 5 Section 12.

Execution in Counterparts..................................................................................................................... 5 Section13.

Applicable Law........................................................................................................................................6

EXHIBIT A

SCHEDULE OF PAYMENTS ON PRIOR BONDS

EXHIBIT B
FORM OF NOTICEp OF REDEMPTION

EXHIBIT C

NOTICE OF DEFEASANCE
-i-

ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement"), dated as of June 1, 2022, is by and between the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the "Authority"), for and on behalf of the TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 03-03 (WOLF CREEK) (the "District"), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as successor in interest to U.S. Bank National Association, as Fiscal Agent for the Prior Bonds hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank").

RECITALS:

WHEREAS, the Board of Directors of the Authority has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, to form the District, to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of August 1, 2012 (the "Prior Fiscal Agent Agreement"), between the Authority and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as fiscal agent (the "Fiscal Agent"), the Authority has issued its Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "Prior Bonds"); and WHEREAS, the Authority has determined to issue, for and on behalf of the District, pursuant to a Fiscal Agent Agreement, dated as of June 1, 2022 (the "2022 Agreement"), between the Authority and U.S. Bank Trust Company, National Association, as fiscal agent, special tax refunding bonds in the aggregate principal amount of $ (the "Refunding Bonds") at this time for the purposes of providing funds to currently refund and defease the Prior Bonds; and
WHEREAS, the Authority and the Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys to provide for the payment and redemption of the Prior Bonds in full, pursuant to and in accordance with the provisions of Section 9.03(B) of the Prior Fiscal Agent Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Section 1. Establishment of Refunding Fund. There is hereby created an escrow fund (the "Refunding Fund") to be held in trust by the Escrow Bank as an irrevocable escrow securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall administer the Refunding Fund as provided in this Agreement. All cash in the Refunding Fund is hereby irrevocably pledged as a special fund for the payment of the principal of and interest on the Prior Bonds in accordance with the provisions of this Agreement and the Prior Fiscal Agent Agreement.

If at any time the Escrow Bank shall receive actual knowledge that the cash in the Refunding Fund will not be sufficient to make any payment required by Section 3 hereof, the -1-

Escrow Bank shall notify the Authority of such fact and the Authority shall immediately cure such deficiency from any source of funds legally available to the District. The Escrow Bank shall have no obligation whatsoever to use its own funds to cure any such deficiency.

Section 2. Deposit into Refunding Fund; Investment of Amounts. Concurrent with delivery of the Refunding Bonds, the Authority shall cause to be transferred to the Escrow Bank for deposit into the Refunding Fund the amount of $ in immediately available funds, which shall be derived from (a) proceeds of sale of the Refunding Bonds in the amount of $ , (b) as described in Section 4(a) below, the moneys on deposit in the reserve fund established under the Prior Fiscal Agent Agreement (the "Reserve Fund") in the amount of $ , (c) as described in Section 4(b) below, moneys held in the special tax fund established under the Prior Fiscal Agent Agreement (the "Special Tax Fund") in the amount of $ , and (d) as described in Section 4(c) below, moneys held in the administrative expense fund established under the Prior Fiscal Agent Agreement (the "Administrative Expense Fund") in the amount of $ . The Escrow Bank, in its capacity as Fiscal Agent for the Prior Bonds, is hereby directed by the Authority to make the transfers of funds from the Reserve Fund, the Special Tax Fund and the Administrative Expense Fund under the Prior Fiscal Agent Agreement to the Refunding Fund as described in clauses (b), (c) and (d) of the preceding sentence.

The moneys deposited into the Refunding Fund pursuant to the preceding paragraph shall be held by the Escrow Bank in cash, uninvested. The funds deposited with and held by the Escrow Bank in the Refunding Fund shall be used by the Escrow Bank solely for the uses and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set off against the funds at any time on deposit in the Refunding Fund.

Section 3. Instructions as to Application of Refunding Fund. The total amount held in the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of paying, on September 1, 2022 (a) the debt service due on the Prior Bonds maturing on September 1, 2022; (b) the optional redemption price of the Prior Bonds maturing on and after September 1, 2023, being an amount equal to the principal amount thereof be redeemed, together with accrued interest to the September 1, 2022 redemption date (the "Redemption Price") in accordance with Section 2.03(A)(i) of the Prior Fiscal Agent Agreement, all as set forth in the schedule in Exhibit A hereto. Following payment in full of the amounts described in the preceding sentence on September 1, 2022, any remaining amount on deposit in the Refunding Fund shall be transferred by the Escrow Bank on September 6, 2022 to U.S. Bank Trust Company, National Association in its capacity as fiscal agent under the 2022 Agreement, for deposit in the Special Tax Fund established pursuant to Section 4.06 of the 2022 Agreement.

The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, is hereby directed to apply the amounts in the Refunding Fund to the payment and redemption, as applicable, of the Prior Bonds pursuant to the preceding paragraph. The Escrow Bank is hereby directed, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, to provide notice of redemption of the Prior Bonds to be redeemed (at the expense of the District) in substantially the form set forth in Exhibit B hereto at least thirty, but not more than sixty, days prior to September 1, 2022, as required under Section 2.03(D) of the Prior Fiscal Agent Agreement to effect such redemption. The Escrow Bank, in its capacity as Fiscal Agent under the Prior Fiscal Agent Agreement, is hereby directed by the Authority, and the Escrow Bank, in its capacity as such Fiscal Agent, hereby agrees to promptly give notice of the defeasance of the Prior Bonds in the form of the defeasance notice attached hereto as Exhibit C.

Section 4. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow Bank from the Authority of certain amounts on deposit in the funds and accounts established -2-

under the Prior Fiscal Agent Agreement as of the date of delivery of the Refunding Bonds, such amount received shall be applied by the Escrow Bank as follows:
(a) of amounts on deposit in the Reserve Fund established under the Prior Fiscal Agent Agreement, $ transferred by the Fiscal Agent to the Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund; (b) of amounts on deposit in the Special Tax Fund established under the Prior Fiscal Agent Agreement, $ transferred by the Fiscal Agent to the Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund; and (c) of amounts on deposit in the Administrative Expense Fund established under the Prior Fiscal Agent Agreement, $ transferred by the Treasurer of the Authority to the Escrow Bank shall be deposited by the Escrow Bank in the Refunding Fund.

After making the foregoing deposits and transfers, any other amounts remaining on deposit in or accruing to any funds and accounts established under the Prior Fiscal Agent Agreement shall be disposed of as provided in the 2022 Agreement.

Section 5. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the terms of the Prior Fiscal Agent Agreement relating to the making of payments of the principal of and interest on the Prior Bonds are incorporated in this Agreement as if set forth in full herein.

Section 6. Proceedings for Redemption of Prior Bonds. The Authority hereby irrevocably elects to redeem all of the outstanding Prior Bonds in full on September 1, 2022 pursuant to the provisions of Sections 2.03(A)(i) of the Prior Fiscal Agent Agreement.

Section 7. Compensation to Escrow Bank. The Authority shall pay the Escrow Bank, promptly upon written request, full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, legal fees (including fees of outside counsel and the allocated costs of internal attorneys) and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in or credited to the Refunding Fund be deemed to be available for said purposes. The obligation of the Authority under this Section 7 to pay compensation already earned by the Escrow Bank and to pay costs and expenses already incurred shall survive termination of this Agreement and shall survive the resignation or removal of the Escrow Bank.

Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the Authority shall have deposited sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully protected in acting upon the written instructions of the Authority or its agents relating to any matter or action as Escrow Bank under this Agreement.

The Authority covenants to indemnify, defend and hold harmless the Escrow Bank and its officers, employees, directors and agents, solely from funds of the District, against any loss, liability or expense, including legal fees (including the fees of outside counsel and internal attorneys), incurred in connection with the performance of any of the duties of Escrow Bank hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct.
-3-

The indemnity provided in this Section 8 shall survive the termination of this Agreement and shall survive the resignation or removal of the Escrow Bank.

The Escrow Bank shall have such duties as are expressly set forth herein and no implied duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not be liable for any act or omission of the Authority under this Agreement or the Prior Fiscal Agent Agreement.

The Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of moneys deposited with it to pay the principal of and interest on, and the Redemption Price of, as applicable, the Prior Bonds.

Any bank, federal savings association, national association or trust company into which the Escrow Bank may be merged or with which it may be consolidated shall become the Escrow Bank without any action of the Authority.

The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or the Refunding Bonds with respect to the payment of debt service by the Authority or with respect to the observance or performance by the Authority of the other conditions, covenants and terms contained in the Prior Fiscal Agent Agreement or the 2022 Agreement (collectively, the 'Bond Agreements"), or with respect to the investment of any moneys in any fund or account established, held or maintained by the Authority pursuant to the Bond Agreements.

The Escrow Bank may conclusively rely, as to the trust of the statements and correctness of the opinions expressed therein, on any certificate or opinion furnished to it in accordance with this Agreement or the Prior Fiscal Agent Agreement. The Escrow Bank may consult with counsel, whose opinion shall be full and complete authorization and protection to the Escrow Bank if it acts in accordance with such opinion.

The Escrow Bank shall not be liable for any error of judgment made in good faith by an authorized officer.

Nothing herein should be interpreted to require the Escrow Bank to expend, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights hereunder, if it believes that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured.

Any corporation or association succeeding to all or substantially all of the corporate trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder, without the execution or filing of any paper or any further act on the part of the any of the parties hereto.

The Escrow Bank shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special indirect or consequential damages.

The Escrow Bank shall not be responsible for any of the recitals or representations contained herein.

The Escrow Agent may execute any of the trusts or powers under this Agreement or perform any duties under this Agreement either directly or by or through agents, attorneys, custodians or nominees, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed with due care. -4-

The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent's reasonable understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 9. Resignation of Escrow Bank. The Escrow Bank may at any time resign by giving written notice to the Authority, which notice shall indicate the date on which the resignation is to be effective (the "resignation date"). The Authority shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective only upon acceptance of appointment by a successor Escrow Bank. If the Authority does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at the expense of the Authority, petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank.

Section 10. Amendment. This Agreement may be amended or modified by the parties hereto, but only if there shall have been filed with the Authority and the Escrow Bank (a) a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Prior Bonds, and that such amendment will not cause interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of the owners thereof for federal income tax purposes, and (b) a certification of Bond Counsel or an independent certified public accountant that the funds on deposit in the Refunding Fund will be in an amount at all times at least sufficient to make the payments specified in the first sentence of Section 3 hereof.

Section 11. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge of the principal of, and the interest and any premium on, the Prior Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Escrow Bank at such date, shall be repaid by the Escrow Bank to the Authority as its absolute property free from any trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto and the owners of such Prior Bonds shall look only to the Authority for the payment of the principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior Bondowner to look to the Authority for such payment shall survive only so long as required under applicable law.

Section 12. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
-5-

Section 13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.

IN WITNESS WHEREOF, the Authority and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. 20009.19:J18098

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO.03-03 (WOLF CREEK)
a
Aaron Adams,
Executive Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Bank
a
John Axt,
Vice President
[Signature page to Escrow Agreement — CFD 03-03 (Wolf Creek)] S-1

EXHIBIT A

SCHEDULE OF PAYMENTS ON PRIOR BONDS
Payment Scheduled Called
Date Interest Principal Principal Total Due
September 1, 2022 $416,931.25 $1,055,000.00
$16,825,000.00 $18,296,931.25
Exhibit A

Maturity Date
(September 1)
2023
2024
2025
2025
2026
2027
2028
2029
2030
2031
2034

EXHIBIT B

FORM OF NOTICE OF REDEMPTION
Notice of Full/Final Redemption of
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2012 Special Tax Refunding Bonds
Interest
Principal
Redemption
Rate
Amount
Price
CUSIP No.

3.750%
$1,090,000
100%
87972Y CZ7

4.250
1,135,000
100
87972Y DA1

4.375
500,000
100
87972Y DE3

4.000
680,000
100
87972Y DB9

4.000
1,225,000
100
87972Y DC7

5.000
1,275,000
100
87972Y DFO

5.000
1,340,000
100
87972Y DH6

5.000
1,405,000
100
87972Y DK9

5.000
1,480,000
100
87972Y DM5

5.000
1,555,000
100
87972Y DP8

5.000
5,140,000
100
87972Y DQ6
NOTICE is hereby given that the Temecula Public Financing Authority (the "Authority") has called for redemption on September 1, 2022 (the "Redemption Date") all of its outstanding Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds which are listed above (the "Bonds"), at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption (the "Redemption Price").

Payment of the Redemption Price of the Bonds will be made upon presentation of the Bonds on and after September 1, 2022, at the following addresses:

If by Mail: (Reizistered Bonds)
U. S. Bank Trust Company,
National Association
Corporate Trust Services
111 East Fillmore Avenue
St. Paul, MN 55107
If by Hand or Overnight Mail:

U. S. Bank Trust Company,
National Association
60 Livingston Avenue
1st Floor - Bond Drop Window
St. Paul, MN 55107
Interest on the Bonds shall cease to accrue on and after the Redemption Date.

Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service.

Neither the Authority nor the Fiscal Agent shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Redemption. They are included solely for convenience of the owners of the Bonds.

Dated: 2022 U.S. Bank Trust Company, National Association, as Fiscal Agent
Exhibit B

EXHIBIT C

NOTICE OF DEFEASANCE
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
2012 Special Tax Refunding Bonds
Maturity Date
Amount
CUSIP
(September 1)
Defeased
Number
2022
$1,055,000
87972Y CYO
2023
1,090,000
87972Y CZ7
2024
1,135,000
87972Y DA1
2025
500,000
87972Y DE3
2025
680,000
87972Y DB9
2026
1,225,000
87972Y DC7
2027
1,275,000
87972Y DFO
2028
1,340,000
87972Y DH6
2029
1,405,000
87972Y DK9
2030
1,480,000
87972Y DM5
2031
1,555,000
87972Y DP8
2034
5,140,000
87972Y DQ6
NOTICE IS HEREBY GIVEN, to the owners of the outstanding Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "Bonds"), that pursuant to the Fiscal Agent Agreement pursuant to which the Bonds were issued (the "Fiscal Agent Agreement") the lien of the Fiscal Agent Agreement with respect to the Bonds has been discharged through the irrevocable deposit of cash in an escrow fund (the 'Refunding Fund").

The Refunding Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of June 1, 2022, by and between the Temecula Public Financing Authority, for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), and U.S. Bank Trust Company, National Association, as escrow bank.

As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Fiscal Agent Agreement. The pledge of the funds provided for under the Fiscal Agent Agreement and all other obligations of the Temecula Public Financing Authority and the District to the owners of the Bonds shall hereafter be limited to the application of moneys in the Refunding Fund for the payment of the Bonds as described below.

The cash held in the Refunding Fund is calculated to be sufficient to pay, on September 1, 2022, the debt service due on the Bonds maturing on such date, and to redeem in full the Bonds maturing on and after September 1, 2023 at a redemption price equal to 100% of the principal thereof plus accrued interest to such date.

DATED this day of , 2022
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Escrow Bank
Exhibit C

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PRELIMINARY OFFICIAL STATEMENT DATED MAY J 2022

NEW ISSUE - BOOK ENTRY ONLY RATINGS
INSURED BONDS RATINGS: S&P:" "
UNINSURED BONDS AND UNDERLYING RATING: S&P: " "
(See "Ratings" herein)
In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications described in this Official Statement, under existing law, interest on the 2022 Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax under the Internal Revenue Code of 1986, as amended. In the further opinion of Bond Counsel, interest on the 2022 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS."
Dated: Date of Issuance
$15,300,000*

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2022 SPECIAL TAX REFUNDING BONDS
Due: September 1, as shown on inside cover
The Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), is issuing the above -captioned bonds (the "2022 Bonds") to (i) refund all of the Authority's outstanding Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds"), (ii) make a deposit to a reserve fund for the 2022 Bonds, and (iii) pay costs of issuing the 2022 Bonds. See "PLAN OF REFUNDING." The 2022 Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of June 1, 2022 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent").

The 2022 Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on certain property located within the District (see "THE DISTRICT"), and from certain funds pledged under the Fiscal Agent Agreement.

The Special Tax is being levied according to a rate and method of apportionment of Special Taxes. See "SECURITY FOR THE 2022 BONDS - Special Taxes" and Appendix B - "Rate and Method." Interest on the 2022 Bonds is payable on March 1 and September 1 of each year, commencing on March 1, 2023. The 2022 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2022 Bonds. Individual purchases of the 2022 Bonds will be made in book -entry form only. Purchasers of the 2022 Bonds will not receive physical certificates representing their ownership interests in the 2022 Bonds purchased. The 2022 Bonds will be issued in the principal amount of $5,000 and any integral multiple thereof. Principal of and interest on the 2022 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2022 Bonds. See "THE 2022 BONDS" and Appendix F - "DTC and the Book -Entry Only System." The 2022 Bonds are subject to redemption from Special Tax Prepayments and sinking fund payments prior to their respective maturities. See "THE 2022 BONDS —Redemption."

NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2022 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2022 BONDS. THE 2022 BONDS ARE NEITHER GENERAL NOR

SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED

OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.

The scheduled payment of principal of and interest on the 2022 Bonds maturing on September 1 of the years _ through inclusive (collectively, the "Insured 2022 Bonds"), when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Insured Bonds by See "MUNICIPAL BOND INSURANCE" and Appendix G - "Specimen Municipal Bond Insurance Policy."
[insert Bond Insurer's logo here]
This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the 2022 Bonds. The purchase of the 2022 Bonds involves significant risks, and the 2022 Bonds are not appropriate investments for all types of investors. See "SPECIAL RISK FACTORS" in this Official Statement for a discussion of certain risk factors that should be considered, in addition to the other matters set forth in this Official Statement, in evaluating the investment quality of the 2022 Bonds.

MATURITY SCHEDULE
(see inside cover)
The 2022 Bonds are offered when, as and if issued, subject to approval as to their legality by Quint & Thimmig LLP, Larkspur, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the 2022 Bonds will be passed upon for the Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in its capacity as general counsel to the Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2022 Bonds in definitive form will be available for delivery to DTC on or about June —, 2022.

STIFEL
The date of this Official Statement is May —, 2022.

Preliminary, subject to change.

Maturity Date
(September 1)
$15,300,000-

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.03-03
(WOLF CREEK)
2022 SPECIAL TAX REFUNDING BONDS

MATURITY SCHEDULE
$ Serial Bonds; CUSIP Prefix 87972_(1)
Principal Interest CUSIP
Amount Rate Yield Price Suffix(1)
% Term Bonds due September 1, (2) Price to Yield % CUSIP No. 87972_ (1) (1) Copyright American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the owners of the 2022 Bonds. Neither the City nor the Underwriter is responsible for the selection or use of these CUSIP numbers, and no representation is made as to their correctness. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2022 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2022 Bonds.
(2) See "THE 2022 BONDS — Redemption — Mandatory Sinking Payment Redemption' for the sinking fund payments for the 2022 Bonds that are Term Bonds.
(3) Insured Bonds.

Preliminary, subject to change.

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
The information contained in this Official Statement has been obtained from sources that are believed to be reliable. No representation, warranty or guarantee, however, is made by the Underwriter as to the accuracy or completeness of any information in this Official Statement, including, without limitation, the information contained in the Appendices, and nothing contained in this Official Statement should be relied upon as a promise or representation by the Underwriter.

Neither the Authority nor the Underwriter has authorized any dealer, broker, salesperson or other person to give any information or make any representations with respect to the offer or sale of the 2022 Bonds other than as contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by the Authority or the Underwriter. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2022 Bonds shall under any circumstances create any implication that there has been no change in the affairs of any party described in this Official Statement, or in the status of any property described in this Official Statement, subsequent to the date as of which such information is presented.

This Official Statement and the information contained in this Official Statement are subject to amendment without notice. The 2022 Bonds may not be sold, and no offer to buy the 2022 Bonds may be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the 2022 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Official Statement is not to be construed as a contract with the purchasers or owners of the 2022 Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

This Official Statement, including any supplement or amendment hereto, is intended to be deposited with a nationally recognized municipal securities depository.

When used in this Official Statement, in any continuing disclosure by the Authority, in any press release, or in any oral statement made with the approval of an authorized officer of the Authority or any other entity described or referenced in this Official Statement, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward -looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized, and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material.

All summaries of the documents referred to in this Official Statement are qualified by the provisions of the respective documents summarized and do not purport to be complete statements of any or all of such provisions.

The Underwriter has provided the following sentence for inclusion in this Official Statement: "The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or the completeness of such information." In connection with the offering of the 2022 Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the 2022 Bonds at levels above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the 2022 Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter.

The 2022 Bonds have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption from the registration requirements contained in the Securities Act. The 2022 Bonds have not been registered or qualified under the securities laws of any state.

The City of Temecula maintains an Internet website, but the information on the website is not incorporated in this Official Statement.
(" ") makes no representation regarding the 2022 Bonds or the advisability of investing in the 2022 Bonds. In addition, has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding , supplied by and presented under the heading "BOND INSURANCE" and Appendix G — "Specimen Municipal Bond Insurance Policy." -i-

TEMECULA PUBLIC FINANCING AUTHORITY
Board of Directors
Matt Rahn, Chairperson
Zak Schwank, Member
Maryann Edwards, Member
James Stewart, Member
Jessica Alexander, Member
Authority/City of Temecula Officials
Aaron Adams, Executive Director and City Manager
Jennifer Hennessy, Authority Treasurer and City Director of Finance Randi Johl, Authority Secretary and City Clerk

PROFESSIONAL SERVICES
Authority General Counsel and City Attorney
Richards, Watson & Gershon,
A Professional Corporation
Los Angeles, California
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.

Irvine, California
Bond Counsel and Disclosure Counsel
Quint & Thimmig LLP
Larkspur, California
Special Tax Consultant and Dissemination Agent
Webb Municipal Finance, LLC
Riverside, California
Fiscal Agent and Escrow Bank
U.S. Bank Trust Company, National Association
Los Angeles, California

TABLE OF CONTENTS
INTRODUCTION..................................................................1 General.................................................................................1 Authority for Issuance.......................................................1 The 2022 Bonds................................................................... 2 Sources of Payment for the 2022 Bonds ..........................2 Municipal Bond Insurance and Reserve Fund
Insurance Policy................................................................. 3 TheAuthority..................................................................... 4 TheDistrict..........................................................................4 Limited Obligation.............................................................4 Bondowners' Risks.............................................................4 Continuing Disclosure.......................................................4 Other Information..............................................................5 PLAN OF REFUNDING.......................................................5 Refunding of 2012 Bonds .................................................. 5 Estimated Sources and Uses of Funds ............................ 6 THE 2022 BONDS..................................................................6 Authority for Issuance....................................................... 6 General Provisions............................................................. 7 Redemption......................................................................... 7 Transfer or Exchange of 2022 Bonds ............................... 9 Discontinuance of DTC Services....................................10 Scheduled Debt Service...................................................10 SECURITY FOR THE 2022 BONDS..................................11 General...............................................................................11 Limited Obligation...........................................................11 SpecialTaxes.....................................................................11 Special Tax Fund..............................................................12 Summary of Rate and Method.......................................13 ReserveFund....................................................................18 Covenant for Superior Court Foreclosure ....................19 NoTeeter Plan..................................................................20 Investment of Moneys.....................................................21 MUNICIPAL BOND INSURANCE..................................21 Bond Insurance Policy.....................................................21 THE DISTRICT.................................................................... 21 Location and General Description of the District........ 21 Possible Inapplicability of Special Taxes to Certain Property............................................................................. 24 Land Use Distribution.....................................................24 Assessed Property Values...............................................25 Value -to -District Lien Ratio ............................................ 26 Special Tax Delinquencies .............................................. 29 Direct and Overlapping Governmental Obligations..
29 Sample Tax Bill.................................................................31 THE AUTHORITY...............................................................32 SPECIAL RISK FACTORS..................................................32 Payment of the Special Tax is not a Personal
Obligation..........................................................................32 No General Obligation of the Authority or the
District................................................................................32 PropertyValue..................................................................33 Exempt Properties............................................................33 Parity Taxes and Special Assessments ..........................34 Insufficiency of Special Taxes.........................................34 Tax Delinquencies............................................................35 Bankruptcy Delays...........................................................35 Proceeds of Foreclosure Sales.........................................35 Natural Disasters..............................................................36 Wildfires............................................................................36 Hazardous Substances.....................................................37 Disclosure to Future Purchasers.....................................37 Potential Early Redemption of 2022 Bonds from
Special Tax Prepayments.................................................37 Property Interests of Government Agencies;
Federal Deposit Insurance Corporation ........................38 Cybersecurity....................................................................39 COVID-19 Pandemic........................................................39 Bond Insurance.................................................................40 No Acceleration Provision..............................................40 Taxability Risk..................................................................40 Enforceability of Remedies.............................................41 No Secondary Market......................................................41 Proposition218.................................................................41 Ballot Initiatives................................................................42 IRS Audit of Tax -Exempt Bond Issues ..........................43 TAX MATTERS....................................................................43 LEGAL MATTERS...............................................................45 RATINGS..............................................................................45 NO LITIGATION.................................................................46 MUNICIPAL ADVISOR.....................................................46 UNDERWRITING...............................................................46 CONTINUING DISCLOSURE...........................................47 MISCELLANEOUS..............................................................48

APPENDIX A

GENERAL INFORMATION ABOUT THE CITY OF TEMECULA

APPENDIX B

RATE AND METHOD

APPENDIX C

SUMMARY OF THE FISCAL AGENT AGREEMENT

APPENDIX D

FORM OF OPINION OF BOND COUNSEL

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX F

DTC AND THE BOOK -ENTRY ONLY SYSTEM

APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

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OFFICIAL STATEMENT
$15,300,000*

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)
2022 SPECIAL TAX REFUNDING BONDS

INTRODUCTION
This introduction is not a summary of this Official Statement and is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement by those interested in purchasing the 2022 Bonds. The sale and delivery of 2022 Bonds to potential investors is made only by means of the entire Official Statement.

Certain capitalized terms used in this Official Statement and not defined herein have the meanings set forth in Appendix C — "Summary of the Fiscal Agent Agreement —Definitions" or in Appendix B — "Rate and Method."
General
The purpose of this Official Statement, which includes the cover page, the inside cover page, the table of contents and the attached appendices (the "Official Statement"), is to provide certain information concerning the issuance of the above -captioned bonds (the "2022 Bonds") by the Temecula Public Financing Authority (the "Authority"), for the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District").

Proceeds of the 2022 Bonds will be used to (i) refund all of the Authority's Community Facilities District No. 03-03 (Wolf Creek) 2012 Special Tax Refunding Bonds (the "2012 Bonds"), (ii) make a deposit to a reserve fund for the 2022 Bonds, and (iii) pay costs of issuing the 2022 Bonds. See "INTRODUCTION —Authority for Issuance — Bond Authority" and "PLAN OF REFUNDING." The 2012 Bonds were issued to refund bonds issued in 2003 by the Authority for the District (the "2003 Bonds") proceeds of which were used to finance various public infrastructure improvements (the "Improvements") necessitated by the development of the Wolf Creek neighborhood in the City of Temecula, California (the "City").

Authority for Issuance
General. The District was formed on October 28, 2003 under the authority of the Mello - Roos Community Facilities Act of 1982, as amended, commencing at Section 53311, et seq., of the California Government Code (the "Act"), which was enacted by the California Legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities within defined boundaries, with the legislative body of the local applicable governmental entity acting on behalf of the district. Subject to approval by at least a two-thirds vote of the votes cast by the qualified electors within a district and compliance with the provisions of the Act, the legislative body may issue bonds for the community facilities district established by it and may levy and collect a special tax within such district to repay such bonds. * Preliminary, subject to change.
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Bond Authority; History of Issuances. The 2022 Bonds are authorized to be issued pursuant to the Act, Article 11 of Chapter 3 of Part 1 of Division 2 of the Government Code of the State of California (the "Refunding Law"), Resolution No. TPFA 22- adopted on April 26, 2022 by the Board of Directors of the Authority (the 'Board of Directors") acting as the legislative body of the District, and a Fiscal Agent Agreement, dated as of June 1, 2022 (the "Fiscal Agent Agreement"), between the Authority, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent").

The Authority has issued, for and on behalf of the District, (i) the 2003 Bonds, proceeds of which were used to finance the Improvements, and (ii) the 2012 Bonds, the proceeds of which were used to refund, in whole, the 2003 Bonds that were outstanding on the date of issuance of the 2012 Bonds.

The 2022 Bonds
General. The 2022 Bonds will be issued only as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. The 2022 Bonds will be dated the date of their issuance and interest on the 2022 Bonds, will be payable on March 1 and September 1 of each year (individually an "Interest Payment Date"), commencing March 1, 2023. See "THE 2022 BONDS." The 2022 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2022 Bonds. See "THE 2022 BONDS —General Provisions." Redemption Prior to Maturity. The 2022 Bonds are subject to mandatory redemption from Special Tax prepayments prior to their respective maturities. The 2022 Bonds maturing on September J 2022 also are subject to mandatory sinking payment redemption prior to maturity. See "THE 2022 BONDS —Redemption."
Sources of Payment for the 2022 Bonds
The 2022 Bonds are secured by and payable from a first pledge of "Special Tax Revenues," other than the first Special Tax Revenues collected by the Authority in any Fiscal Year, in an amount equal to the portion of such Fiscal Year's Special Tax A levy for Administrative Expenses in an amount not to exceed, in any Fiscal Year $30,000, which are to be deposited to the Administrative Expense Fund. "Special Tax Revenues" is defined in the Fiscal Agent Agreement as the proceeds of the Special Tax A received by the Authority, including any scheduled payments thereof and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" do not include any penalties collected in connection with delinquent Special Taxes which amounts may be forgiven or disposed of by the Authority in its discretion, and if collected, will be used in a manner consistent with the Act. "Special Taxes" are defined in the Fiscal Agent Agreement as the Special Tax A levied within the District pursuant to the Act, the Ordinance adopted by the legislative body of the District providing for the levy of the Special Taxes and the Fiscal Agent Agreement. The Special Taxes will be levied in accordance with the Rate and Method of Apportionment of Special Tax (the "Rate and Method") recorded as a lien on the Property pursuant to the Notice of Special Tax Lien. Under the Fiscal Agent Agreement, Special Tax Revenues include amounts levied to pay Administrative Expenses. In accordance with the Fiscal Agent Agreement, such amounts will not be paid to the Fiscal Agent, but will be deposited in the Administrative Expense Fund held by the Treasurer and such amounts are not pledged to the payment of the 2022 Bonds.
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Pursuant to the Act, the Rate and Method and the Fiscal Agent Agreement, so long as any 2022 Bonds are outstanding, the Authority will annually levy the Special Tax against the land within the District not exempt from Special Taxes under the Act and the Rate and Method ("Taxable Property") in accordance with the proceedings for the authorization and issuance of the 2022 Bonds and the Rate and Method, to make provision for the collection of the Special Tax in amounts which will be sufficient to (a) (i) pay debt service due on all 2022 Bonds, for the calendar year that commences in such Fiscal Year; (ii) pay periodic costs related to the 2022 Bonds including credit enhancement costs and federal rebate payments related to 2022 Bonds; (iii) pay Administrative Expenses; (iv) provide an amount equal to any anticipated shortfall due to Special Tax delinquency in the prior Fiscal Year; and (v) pay any amounts required to replenish the Reserve Fund for the 2022 Bonds to the amount of the Reserve Requirement (taking into account the amount available to be drawn on the Reserve Fund Insurance Policy described below); less (b) a credit for funds available under the Fiscal Agent Agreement to reduce the annual Special Tax levy. See "SECURITY FOR THE 2022 BONDS - Summary of Rate and Method" herein.

The Rate and Method exempts from the Special Tax up to 33 acres of Public School District Property and up to 232 acres of Public Property and / or Property Owner's Association Property of the District. In Fiscal Year 2021-22, there were 32.45 acres of Public School District Property, approximately 84.72 acres of Public Property and approximately 23.64 acres of Property Owner's Association Property within the District. See "SECURITY FOR THE 2022 BONDS - Summary of Rate and Method" and "BONDOWNERS' RISKS - Exempt Properties." The Authority has also covenanted in the Fiscal Agent Agreement to cause foreclosure proceedings to be commenced and prosecuted, in certain circumstances, against parcels with delinquent installments of the Special Tax. For a more detailed description of the foreclosure covenant, see "SECURITY FOR THE 2022 BONDS - Covenant for Superior Court Foreclosure." Except for the Special Tax Revenues (less certain amounts levied to pay Administrative Expenses), no other taxes are pledged to the payment of the 2022 Bonds. The 2022 Bonds are not general or special obligations of the Authority nor general obligations of the District, but are special obligations of the Authority for the District payable solely from Special Tax Revenues and certain amounts held under the Fiscal Agent Agreement as more fully described herein.

Municipal Bond Insurance and Reserve Fund Insurance Policy Concurrently with the issuance of the Bonds, (the "Municipal Bond Insurer") will issue its Municipal Bond Insurance Policy (the "Policy") for the Bonds maturing on September 1 in the years through and including (collectively, the "Insured Bonds"). The Policy guarantees the scheduled payment of principal of and interest on the Insured Bonds when due as set forth in the form of the Policy included as APPENDIX G - "Specimen Municipal Bond Insurance Policy." The Policy does not insure the payment of the Bonds maturing in the years through and including (the "Uninsured Bonds"). See "MUNICIPAL BOND INSURANCE" herein.

In order to further secure the payment of the principal of and interest on the Bonds, a Reserve Fund has been established by the Fiscal Agent Agreement. 75% of the Reserve Requirement for the 2022 Bonds, as defined in the Fiscal Agent Agreement, is anticipated to be funded by the purchase of a Reserve Fund Municipal Bond Insurance Policy (the "Reserve Fund Insurance Policy") issued by the Municipal Bond Insurer. See "SECURITY FOR THE 2022 BONDS - Reserve Fund."
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The Authority
The Authority was formed on April 10, 2001, pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City and the Redevelopment Agency of the City of Temecula (the "Agency"), in accordance with Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California.

The JPA Agreement was amended in May of 2016, to provide for the withdrawal of the Successor Agency to the Agency as a member of the Authority, and to add the Temecula Community Services District and the Temecula Housing Authority as members of the Authority. See "THE AUTHORITY."
The District
The District was formed by the Board of Directors of the Authority on October 28, 2003, pursuant to the Act. The District is located at the south end of the City along the northeast side of Pechanga Parkway, extending southeast from Loma Linda Road to Deer Hollow Way, just under a mile south of Temecula Parkway and just over a mile east of the Interstate 15 Freeway.

The District is a master -planned community known as "Wolf Creek" of approximately 557 acres with 1,806 residential lots constituting Developed Property under the Rate and Method. In addition, there are two parcels with a combined approximately 20 acres of vacant land permitted to be developed for commercial uses (which are currently classified as "Undeveloped Property" under the Rate and Method, but are expected to effectively become exempt from the levy of Special Taxes — see "THE DISTRICT —Possible Inapplicability of Special Taxes to Certain Property"). The community also includes elementary and middle schools, an approximately 44- acre sports park, an approximately 6-acre neighborhood park, three park activity nodes along Wolf Creek Drive, paseos, a recreation center, a library and a fire station.

Limited Obligation

NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE

STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2022 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2022 BONDS. THE 2022 BONDS ARE

NEITHER GENERAL NOR SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL

OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY

FOR THE DISTRICT PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR

UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.

Bondowners' Risks
Certain events could affect the ability of the Authority to pay the principal of and interest on the 2022 Bonds when due. Except for the Special Taxes, no other taxes are pledged to the payment of the 2022 Bonds. See "SPECIAL RISK FACTORS" for a discussion of certain factors that should be considered in evaluating an investment in the 2022 Bonds. The purchase of the 2022 Bonds involves significant risks, and the 2022 Bonds are not appropriate investments for all types of investors.

Continuing Disclosure
For purposes of complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), the Authority has agreed to provide, or cause -4-

to be provided, to the Municipal Securities Rulemaking Board (the "MSRB") certain annual financial information and operating data and notice of certain significant events. These covenants have been made in order to assist the Underwriter in complying with the Rule. See "CONTINUING DISCLOSURE" and Appendix E for a description of the specific nature of the annual reports and notices of significant events, as well as the terms of the Continuing Disclosure Agreement pursuant to which such reports and notices are to be made.

Other Information
This Official Statement speaks only as of its date, and the information contained in this Official Statement is subject to change without notice. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Authority on behalf of the District.

Copies of the Fiscal Agent Agreement and certain other documents referenced in this Official Statement are available for inspection at the office of, and (upon written request and payment to the Authority of a charge for copying, mailing and handling) are available for delivery from, the Director of Finance, City of Temecula, 41000 Main Street, Temecula, California 92589-9033.

PLAN OF REFUNDING
Refunding of 2012 Bonds
Proceeds from the sale of the 2022 Bonds, together with certain funds ("Prior Funds") held under the fiscal agent agreement pursuant to which the 2012 Bonds were issued, will be deposited in an escrow account (the "Refunding Fund") held by U.S. Bank Trust Company, National Association, acting as escrow bank (the "Escrow Bank") and as successor in interest to U.S. Bank National Association, as fiscal agent for the 2012 Bonds (the "Prior Fiscal Agent"), pursuant to an Escrow Agreement dated as of June 1, 2022, between the Authority, for and on behalf of the District, and the Escrow Bank. Amounts in the Refunding Fund will be held in cash and will be sufficient, without reinvestment, to provide for the payment of the scheduled debt service due on the 2022 Bonds on September 1, 2022, and to redeem on that date the 2012 Bonds maturing on or after September 1, 2023.

Upon the deposit of proceeds of the 2022 Bonds and the Prior Funds with the Escrow Bank in accordance with the Escrow Agreement, the 2012 Bonds will be legally defeased and will no longer be entitled to the benefits of, or be secured by, or any pledge of, or lien on, the Special Taxes levied on the Taxable Property in the District. Amounts deposited in the Refunding Fund are not in any way available to pay debt service on the 2022 Bonds. -5-

Estimated Sources and Uses of Funds
The sources and uses of funds in connection with the 2022 Bonds are expected to be as follows:

Principal amount of 2022 Bonds
Plus (Less): Net Original Issue Premium (Discount)
Plus: Prior Funds
Less: Underwriter's Discount
Total Sources
Deposit to Refunding Fund(')
Deposit to Reserve Fund(2)
Deposit to Costs of Issuance Fund(3)
Total Uses
(1) To be used to pay debt service on and to redeem the 2012 Bonds. See "PLAN OF REFUNDING -Refunding of 2012 Bonds."
(2) Represents the cash portion of the funding of the Reserve Requirement. 75% percent of the Reserve Requirement is anticipated to be satisfied with a deposit of the Reserve Fund Insurance Policy to the Reserve Fund. See "SECURITY FOR THE 2022 BONDS —Reserve Fund."
(3) Costs of issuance include, without limitation, Fiscal Agent fees and expenses; Municipal Advisor fees and expenses; Bond Counsel, Disclosure Counsel, City Attorney and other legal fees; Escrow Bank fees and expenses; rating agency fees; Special Tax Consultant fees, Official Statement printing, premiums for the Policy and the Reserve Fund Insurance Policy and other costs of issuance of the 2022 Bonds.

Transfers to Refunding Fund. In addition to 2022 Bond proceeds transferred to the Refunding Fund, the Prior Fiscal Agent will transfer (a) the amount on deposit in the reserve fund for the 2012 Bonds to the Refunding Fund, and (b) the amount on deposit in the bond fund, the special tax fund and other funds and accounts established for the 2012 Bonds to the Refunding Fund.

Transfer to the Improvement Fund. The Prior Fiscal Agent will also transfer the amount on deposit in improvement fund held under the fiscal agent agreement for the 2012 Bonds to the Improvement Fund established under the Fiscal Agent Agreement to be used to pay certain costs related to a flood control channel in the District.

Transfer to the Administrative Expense Fund. The Treasurer will transfer a portion of the amount on deposit held for administrative expenses of the District to the Administrative Expense Fund established under the Fiscal Agent Agreement, and the balance will be transferred to the Refunding Fund.

THE 2022 BONDS
Authority for Issuance
The 2022 Bonds are authorized to be issued pursuant to the Act, the Refunding Law, Resolution No. TPFA 22- adopted on April 26, 2022, by the Board of Directors, acting as the legislative body of the District, and the Fiscal Agent Agreement. The Special Taxes to be used to pay debt service on the 2022 Bonds are being levied in accordance with the Rate and Method.

General Provisions
The 2022 Bonds will be issued only as fully registered 2022 Bonds, in the denomination of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will mature on the dates set forth on the inside cover page of this Official Statement. The 2022 Bonds will be dated the date of their issuance and interest will be payable on each Interest Payment Date, commencing March 1, 2023.

Each 2022 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (b) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (c) it is authenticated on or before February 15, 2023, in which event it will bear interest from the date of issuance of the 2022 Bonds; provided, however, that if, as of the date of authentication of any 2022 Bond interest thereon is in default, such 2022 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. "Record Date" is defined in the Fiscal Agent Agreement as the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such fifteenth (15th) day is a Business Day.

The 2022 Bonds will be payable both as to principal and interest, and as to any premium upon the redemption thereof, in lawful money of the United States of America. The principal of the 2022 Bonds and any premium due upon the redemption thereof will be payable upon presentation and surrender at the principal corporate trust office of the Fiscal Agent. Interest on each 2022 Bond will be computed using a year of 360 days comprised of twelve 30-day months.

The 2022 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the 2022 Bonds. Individual purchases of the 2022 Bonds will be made in book - entry form only. Purchasers of the 2022 Bonds will not receive physical certificates representing their ownership interests in the 2022 Bonds purchased. Principal and interest payments represented by the 2022 Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2022 Bonds. See Appendix F — "DTC and the Book -Entry Only System." So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the owners shall mean Cede & Co., and shall not mean the purchasers or Beneficial Owners of the 2022 Bonds.

Redemption
No Optional Redemption. The 2022 Bonds are not subject to optional redemption prior to maturity.

Mandatory Sinking Payment Redemption. The 2022 Bonds maturing on September 1, are subject to mandatory sinking payment redemption in part on September 1, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:
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Redemption Date
(September 1) Sinking Pam
The amounts in the foregoing table shall be reduced to the extent practicable so as to maintain level debt service on the 2022 Bonds, as a result of any prior partial redemption of the 2022 Bonds pursuant to the mandatory redemption from Special Tax Prepayments described below, as specified in writing by the Treasurer of the Authority to the Fiscal Agent.

Mandatory Redemption From Special Tax Prepayments. The 2022 Bonds are subject to mandatory redemption prior to their stated maturity on any Interest Payment Date, from the proceeds of Special Tax Prepayments and corresponding transfers of funds from the Reserve Fund (as described below under "SECURITY FOR THE 2022 BONDS —Reserve Fund"), as a whole or in part in an amount equal to $5,000 or any integral multiple thereof, at a redemption price (expressed as a percentage of the principal amount of the 2022 Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption:

Redemption Dates Redemption Prices
any Interest Payment Date from March 1, to %
and including March 1,
September 1, and March 1,
September 1, and March 1,
September 1, and any Interest Payment Date
thereafter
Since the formation of the District in 2003, none of parcels in the District subject to the levy of the Special Taxes have had their Special Tax levies prepaid. No assurance can be given as to prepayments of Special Taxes levied on the Taxable Property that may occur in the future, which would result in a redemption to 2022 Bonds prior to their maturity. See "SECURITY FOR THE 2022 BONDS —Summary of Rate and Method - Prepayment in Full - Special Tax A" and "- Prepayment in Part - Special Tax A." See also "SPECIAL RISK FACTORS —Potential Early Redemption of 2022 Bonds from Special Tax Prepayments." Purchase of 2022 Bonds In Lieu of Redemption. In lieu of redemption as described above, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2022 Bonds for redemption, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2022 Bonds were redeemed in accordance with the Fiscal Agent Agreement.

Selection of 2022 Bonds for Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2022 Bonds, the Fiscal Agent will select the 2022 Bonds to be redeemed, from among the maturities of the 2022 Bonds or such given portion thereof not previously redeemed as directed by the Treasurer (who shall specify 2022 Bonds to be redeemed so as to maintain substantially level debt service on the Bonds), and within a maturity by lot in any manner which the Fiscal Agent deems appropriate.

Notice of Redemption. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof, at least 30 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the Bond Register maintained by the Fiscal Agent; but such mailing is not a condition precedent to redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2022 Bonds. The redemption notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2022 Bonds are to be called for redemption, will designate the CUSIP numbers and, if applicable, Bond numbers of the 2022 Bonds to be redeemed by giving the individual CUSIP number and, if applicable, 2022 Bond number of each 2022 Bond to be redeemed or if Bond numbers have been assigned by the Fiscal Agent to the 2022 Bonds will state that all 2022 Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the 2022 Bonds of one or more maturities have been called for redemption, will state as to any Bond called in part the principal amount thereof to be redeemed, and will require that such 2022 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2022 Bonds will not accrue from and after the redemption date.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2022 Bonds so called for redemption have been deposited in the Bond Fund, such 2022 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Tender of 2022 Bonds in Payment of Special Taxes. The Authority has covenanted in the Fiscal Agent Agreement not to permit the tender of 2022 Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant that to accept such tender will not result in the Authority having insufficient Special Tax Revenues to pay the principal of and interest on the 2022 Bonds that will remain Outstanding following such tender.

Transfer or Exchange of 2022 Bonds
So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2022 Bonds shall be made in accordance with DTC procedures. See Appendix F — "DTC and the Book -Entry Only System." If the book -entry only system for the 2022 Bonds is ever discontinued, any 2022 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2022 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent.

Whenever any 2022 Bond or 2022 Bonds are surrendered for transfer or exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new 2022 Bond or 2022 Bonds, for a like aggregate principal amount of 2022 Bonds of authorized denominations and of the same maturity. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange.

No transfers or exchanges of 2022 Bonds will be required to be made (i) within the 15 days prior to the date designated by the Fiscal Agent as the date for selecting 2022 Bonds for redemption, (ii) with respect to any 2022 Bond after such 2022 Bond has been selected for redemption, or (iii) between a Record Date and the succeeding Interest Payment Date. 0 Discontinuance of DTC Services
DTC may determine to discontinue providing its services with respect to the 2022 Bonds by giving written notice to the Fiscal Agent during any time that the 2022 Bonds are Outstanding, and discharging its responsibilities with respect to the 2022 Bonds under applicable law. The Authority may terminate the services of DTC with respect to the 2022 Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the 2022 Bonds or that continuation of the system of book -entry transfers through DTC is not in the best interest of the Beneficial Owners. The Authority will mail any such notice of termination to the Fiscal Agent.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest of the Beneficial Owners of the 2022 Bonds that they obtain certificated Bonds, the 2022 Bonds will no longer be restricted to being registered in the Registration Books of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners designate at that time, in accordance with the Fiscal Agent Agreement.

To the extent that the Beneficial Owners are designated as the transferees by the Owners, the 2022 Bonds will be delivered to such Beneficial Owners as soon as practicable in accordance with the Fiscal Agent Agreement.

Scheduled Debt Service
The following table shows the annual scheduled debt service on the 2022 Bonds, assuming no redemption of the 2022 Bonds from Special Tax Prepayments.

Bond Year
ending
September 1
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
Totals
Total
Annual Debt
Principal Interest Service
Indicates a mandatory sinking fund payment.
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SECURITY FOR THE 2022 BONDS
General
Pursuant to the Fiscal Agent Agreement, the 2022 Bonds are secured by a first pledge of all of the Special Tax Revenues (other than the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to the Fiscal Agent Agreement) and all moneys deposited in the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund and, until disbursed in accordance with the Fiscal Agent Agreement, the Special Tax Fund. Special Tax Revenues do not include penalties, if any, collected in respect of delinquent Special Taxes. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest and any premium on, the 2022 Bonds in accordance with the Fiscal Agent Agreement until all of the 2022 Bonds have been paid or defeased.

Amounts in the Administrative Expense Fund, the Improvement Fund, the Costs of Issuance Fund, the Refunding Fund and the Special Tax Revenues to be deposited to the Administrative Expense Fund pursuant to the Fiscal Agent Agreement are not pledged to the repayment of the 2022 Bonds. The Improvements are not pledged as collateral for the 2022 Bonds. The proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the Debt Service on the 2022 Bonds.

Limited Obligation
The 2022 Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues, other than up to $30,000 of the first Special Tax Revenues collected in any Fiscal Year to be used to pay Administrative Expenses, and the amounts in the Bond Fund (including the Special Tax Prepayments Account therein), the Reserve Fund and the Special Tax Fund created pursuant to the Fiscal Agent Agreement. In the event that the Special Taxes are not paid when due, the only sources of funds available to repay the 2022 Bonds are amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the Reserve Fund and the Special Tax Fund, and the proceeds, if any, from foreclosure sales of parcels with delinquent Special Tax levies.

Special Taxes
In accordance with the provisions of the Act, the Rate and Method was approved at the time of formation of the District in October of 2003 by the then owners of the property in the District. The Rate and Method is set forth in its entirety in Appendix B. Under the Fiscal Agent Agreement, the Authority is obligated to fix and levy the amount of Special Taxes within the District required for the timely payment of principal of and interest on the outstanding 2022 Bonds becoming due and payable, along with necessary replenishment of the Reserve Fund, an amount needed to pay any costs related to the 2022 Bonds, an amount in respect of anticipated delinquencies in payment of the Special Taxes, and an amount estimated to be sufficient to pay the Administrative Expenses, taking into account any prepayments of Special Taxes previously received by the Authority. The Special Taxes levied on any parcel of Taxable Property may not in any event exceed the maximum amount as provided in the Rate and Method and the Act.

The Special Taxes are payable and are to be collected in the same manner, at the same time and in the same installment as County ad valorem taxes on property levied on the secured tax roll are payable, and pursuant to the Act have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the taxes levied on the County secured tax roll. -11-

Notwithstanding the foregoing, the Special Taxes may be collected in certain circumstances by means of direct billing of the owners of Taxable Property.

Although the Special Taxes will constitute a lien on taxed parcels within the District, they do not constitute a personal indebtedness of the owners of the property within the District.

Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Tax on a parcel of Taxable Property, the Authority may order the institution of a superior court action to foreclose the lien on the parcel of Taxable Property within specified time limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien may be sold at judicial foreclosure sale. The Act provides that the Special Taxes are secured by a continuing lien that is subject to the same lien priority in the case of delinquency as ad valorem property taxes. See "SECURITY FOR THE 2022 BONDS —Summary of Rate and Method," and "—Covenant for Superior Court Foreclosure" and "SPECIAL RISK FACTORS — Parity Taxes and Special Assessments."
The property located within the District is subject to other liens for taxes and assessments, and other such liens could come into existence in the future. See "SPECIAL RISK FACTORS —Parity Taxes and Special Assessments." There is no assurance that any owner of a parcel subject to the Special Tax levy will be financially able to pay the annual Special Taxes or that it will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS." For historic information regarding assessed valuations and the payment of, and delinquencies with respect to, Special Taxes in the District, see "THE DISTRICT -Assessed Property Values," and "-Special Tax Delinquencies."
Special Tax Fund
Deposit of Special Tax Revenues. The Fiscal Agent Agreement establishes a Special Tax Fund to be held by the Fiscal Agent. Under the Fiscal Agent Agreement, the Authority is obligated to transfer or cause to be transferred to the Fiscal Agent, for deposit by the Fiscal Agent in the Special Tax Fund, as soon as practicable following receipt, all Special Tax Revenues received by the Authority.

Notwithstanding the foregoing,
(i) the first Special Tax Revenues collected by the Authority in any Fiscal Year, in an amount equal to the portion of such Fiscal Year's Special Tax levy for Administrative Expenses (but not to exceed, in any Fiscal Year, $30,000.00), shall be deposited by the Treasurer in the Administrative Expense Fund;
(ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Treasurer and shall be deposited by the Fiscal Agent first, in the Bond Fund to the extent needed to pay any past due debt service on the Bonds; second, to the Reserve Fund to the extent needed to increase the amount then on deposit in the Reserve Fund up to the then Reserve Requirement; third, to the Administrative Expense Fund to the extent that amounts in such fund were used to pay costs related to the collection of such delinquencies; and fourth, to the Special Tax Fund for use as described below; and (iii) any proceeds of Special Tax Prepayments shall be transferred by the Treasurer to the Fiscal Agent for deposit by the Fiscal Agent (as specified in writing by the Treasurer to the Fiscal Agent) directly in the Special Tax Prepayments Account established under the Fiscal Agent Agreement.
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Moneys in the Special Tax Fund will be held by the Fiscal Agent for the benefit of the Authority and the Owners of the Bonds, will be disbursed as described below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds and the Authority.

Disbursements. On each Interest Payment Date, the Fiscal Agent will withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority:
(i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers under the Fiscal Agent Agreement from the Improvement Fund, the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund, such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Bonds on such Interest Payment Date; and
(ii) to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund is equal to the Reserve Requirement.

Summary of Rate and Method
General. The Special Tax is levied and collected according to the Rate and Method, a copy of which is set forth in Appendix B - "Rate and Method." The then qualified electors of the District approved the Rate and Method on October 28, 2003. Capitalized terms used in the following paragraphs but not defined herein have the meanings given them in the Rate and Method.

The Rate and Method provides the means by which the Board of Directors of the Authority may annually levy the Special Taxes within the District up to the applicable Maximum Special Tax. The Rate and Method provides that the Annual Special Tax A may not be levied after Fiscal Year 2053-54.

Special Tax A Requirement; Special Tax B Requirement. Annually, at the time of levying the Special Tax for improvements with respect to the District, the Authority will determine the amount of money to be collected from Taxable Property in the District (the "Special Tax A Requirement"), which will be the amount required in any Fiscal Year to pay the following:
(i) annual debt service on all outstanding Bonds due in the calendar year which commences in such Fiscal Year;
(ii) periodic cost on the Bonds, including, but not limited to, credit enhancement and rebate payments on the Bonds;
(iii) Administrative Expenses;
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(iv) an amount equal to any anticipated shortfall due to Special Tax delinquency in the prior Fiscal Year; and
(v) any amount required to establish or replenish any reserve funds for the outstanding Bonds; less
(vi) a credit for funds available to reduce the annual Special Tax levy as determined pursuant to the Fiscal Agent Agreement.

In addition, annually at the time of levying the special tax for services with respect to the District, the Authority will determine the amount of money to be collected from Taxable Property in the District, which will be the amount required in any Fiscal Year to pay the estimated costs of providing services, including the salaries of City staff related to and a proportionate share of City overhead costs, for the maintenance of the Flood Control Channel in an amount not to exceed $140,024.14 for Fiscal Year 2021-22, increasing by 2% each Fiscal Year thereafter (the "Special Tax B Requirement"). Revenues derived from the levy and collection of Special Tax B do not constitute "Special Taxes" or "Special Tax Revenues" as such terms are used herein and are not pledged to the payment of debt service on the 2022 Bonds.

Developed and Undeveloped Property; Exempt Property. The Rate and Method declares that for each Fiscal Year, all Parcels of Taxable Property within the District shall be classified as either Developed Property, Approved Property, Undeveloped Property, Public Property and / or Property Owner's Association Property that is not Exempt Property and shall be subject to the levy of Special Taxes in accordance with the Rate and Method. (i) "Taxable Property" means all Parcels in the District which have not prepaid their respective Special Taxes in their entirety pursuant to the Rate and Method, or are not exempt from the Special Tax pursuant to law or the Rate and Method. (ii) "Developed Property" means all Parcels of Taxable Property, not categorized as Approved Property, Undeveloped Property, Public Property and / or Property Owner's Association Property that are not Exempt Property pursuant to the provisions of the Rate and Method, (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied and (ii) a building permit for new construction has been issued prior to April 1st preceding the Fiscal Year in which the Special Tax is being levied.
(iii) "Approved Property" means for the any Fiscal Year, all Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) for which a building permit was not issued prior to the April 1st preceding the Fiscal Year in which the Special Tax is being levied.
(iv) "Public Property" means any property within the boundary of the District which, as of January 1st of the preceding Fiscal Year for which the Special Tax is being levied is used for rights -of -way or any other purpose and is owned by, dedicated to, or irrevocably offered for dedication to the federal government, the State of California, the County of Riverside (the "County"), the City or any other local jurisdiction, provided, however, that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use.
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(v) "Public School District Property' means 33 acres that are acquired or known to the District Administrator to be acquired by Temecula Valley Unified School District located within the Wolf Creek Specific Plan No. 12 approved on January 23, 2001, or as subsequently modified, supplemented or amended.
(vi) "Undeveloped Property" means all Taxable Property not classified as Developed Property, Approved Property, Public Property and / or Property Owner's Association Property that is not Exempt Property (as defined in the Rate and Method). (vii) "Exemptions" is defined to include the following: The Rate and Method provides that no Special Tax shall be levied on up to 33 acres of Public School District Property and up to 232 acres of Public Property and / or Property Owner's Association Property within the District. As of June 1, 2022, there was approximately 32.45 acres of Public School District Property, approximately 84.72 acres of Public Property and approximately 23.64 acres of Property Owner's Association Property within the District.

The District Administrator will assign Exempt Property status in the chronological order in which property becomes Public Property and / or Property Owner's Association Property. After the limit of 232 acres within the District has been reached, the Maximum Special Tax A obligation for any additional Public Property and / or Property Owner's Association Property shall be prepaid in full pursuant to the Rate and Method, prior to the transfer or dedication of such property. Until the Maximum Special Tax A obligation is prepaid as provided in the preceding sentence, the Public Property and / or Property Owner's Association Property within the District shall be subject to the levy of the Special Tax as provided for in the Rate and Method.

Maximum Special Tax. The Maximum Special Tax is defined in the Rate and Method as follows:

Approved Property. The Maximum Special Tax A for each Parcel of Approved Property is $9,374 per acre. The Maximum Special Tax B for each Parcel of Approved Property in Fiscal Year 2022-23 is $539.09 and increases by 2.00% each Fiscal Year thereafter. The Maximum Special Tax for each Parcel categorized as Approved Property shall be the Maximum Special Tax A plus the Maximum Special Tax B.

Developed Property. The Maximum Special Tax A for each Parcel of Residential Property that is categorized as Developed Property shall be the greater of (i) the applicable Assigned Special Tax described in the Rate and Method, or (ii) the amount derived by application of the Backup Special Tax. The Maximum Special Tax A for each Parcel of Non -Residential Property or Multifamily Residential Property shall be the Assigned Special Tax described in the Rate and Method.

The Assigned Special Tax for each Parcel of Developed Property, except Multiple Land Use Property, ranges from $987 to $2,294 per single-family residential unit and $9,374 per acre for a multifamily residential unit in the District. See APPENDIX B - "Rate and Method Table 1" herein for a listing of the Assigned Annual Special Tax rates for various sizes of units in the District.

Backup Special Tax. The Backup Special Tax is $9,374 per acre for Parcels of Developed Property that are included in a Final Map.

Notwithstanding the foregoing, if parcels of Residential Property are subsequently changed or modified by recordation of a lot line adjustment or similar instrument, then the Backup Special Tax shall be recalculated.
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Method of Apportionment. The Rate and Method provides that each Fiscal Year, the Authority shall levy the Special Tax on all Taxable Property until the amount of Special Taxes equals the Special Tax Requirement in accordance with the following steps:

First: The Special Tax A shall be levied Proportionately on each Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rate in Table 1 of the Rate and Method as needed to satisfy the Special Tax A Requirement. The Special Tax B shall be levied Proportionately on each Parcel of Developed Property at up to 100% of the Maximum Special Tax B as needed to satisfy the Special Tax B Requirement; Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property. If additional moneys are needed to satisfy the Special Tax B Requirement after the first step has been completed, the Special Tax B shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax B for Approved Property;
Third: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Special Tax A shall be levied Proportionately on each Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax A for Undeveloped Property. If additional moneys are needed to satisfy the Special Tax B Requirement after the first two steps have been completed, the Special Tax B shall be levied Proportionately on each Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax B for Undeveloped Property;
Fourth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Special Tax A to be levied on each Parcel of Developed Property whose Maximum Special Tax A is derived through the application of the Backup Special Tax shall be increased in equal percentages from the Assigned Special Tax up to the Maximum Special Tax A for each such Parcel; and Fifth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, then the Special Tax A shall be levied Proportionately on each Parcel of Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the provisions of the Rate and Method at up to 100% of the Maximum Special Tax A.

Notwithstanding the above, pursuant to Section 53321 of the Act as in effect at the time of formation of the District, the Rate and Method states that under no circumstances will the Special Taxes levied against any Parcel of Residential Property be increased by more than ten percent (10%) per Fiscal Year as a consequence of delinquency or default by the owner of any other Parcel within the District. For such purposes, Residential Property is a Parcel of Developed Property for which a building permit has been issued for purpose of constructing one or more residential dwelling units.

In Fiscal Year 2022-23, Special Taxes are expected to be levied at approximately 68.25%* of the Assigned Special Tax rate on Developed Property. No Special Taxes are expected to be levied on Undeveloped Property in Fiscal Year 2022-23. If additional moneys are needed to satisfy the Special Tax A Requirement after the levy of Special Taxes at the applicable Assigned * Preliminary, subject to change.
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Special Tax rate, the Special Tax A will be levied Proportionately on each Parcel of Undeveloped Property at up to 100% of the Maximum Special Tax A for Undeveloped Property.

As of June 1, 2022, there are approximately 20 acres of Undeveloped Property. The Authority cannot predict how much property will constitute Undeveloped Property in Fiscal Year 2023-24 or in any future Fiscal Year. In any event, the Undeveloped Property could effectively become exempt from the levy of Special Taxes (see "THE DISTRICT —Possible Inapplicability of Special Taxes to Certain Property"), so that it should not be assumed that the currently Undeveloped Property will ever be a source of Special Tax Revenue for the District.

Prepayment in Full — Special Tax A. The Maximum Special Tax A obligation may only be prepaid and permanently satisfied for a Parcel of Developed Property, Approved Property for which a building permit has been issued, or Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the Rate and Method, except that a Special Tax B may be levied on such Parcel after the prepayment has occurred. The Maximum Special Tax A obligation applicable to such Parcel may be fully prepaid and the obligation of the Parcel to pay the Special Tax A permanently satisfied as described in the Rate and Method, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to the Parcel at the time of prepayment. The Prepayment Amount for an applicable Parcel after the issuance of 2022 Bonds is calculated based on Bond Redemption Amounts and other costs, all as specified in APPENDIX B — "Rate and Method" herein. Any such prepayment will result in a redemption of 2022 Bonds prior to maturity. See "THE 2022 BONDS — Redemption — Mandatory Redemption From Special Tax Prepayments." See also "SPECIAL RISK FACTORS —Potential Early Redemption of 2022 Bonds from Special Tax Prepayments." Prepayment in Part - Special Tax A. The Maximum Special Tax A on a Parcel of Developed Property or a Parcel of Approved Property for which a building permit has been issued may be partially prepaid in increments of $5,000. The amount of the prepayment shall be calculated pursuant to the Rate and Method. Any such prepayment will result in a redemption of 2022 Bonds prior to maturity. See "THE 2022 BONDS —Redemption — Mandatory Redemption From Special Tax Prepayments." See also "SPECIAL RISK FACTORS —Potential Early Redemption of 2022 Bonds from Special Tax Prepayments."
Projected Fiscal Year 2022-23 Special Tax Levy. Table 1 below sets forth the Land Use classifications of the 1,808 Parcels in the District that are Taxable Property for Fiscal Year 2022-23 (based on their status as of April 1, 2022), and their respective portions of projected Special Tax levy for Fiscal Year 2022-23. The Table also shows the aggregate Assigned Special Tax that may be levied under the Rate and Method based on the parcels in each land use class, and the projected Fiscal Year 2022-23 Special Tax levy as a percentage of the Assigned Special Tax.
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Tax
Land Use Class
Residential
SFR1
Residential
SFR2
Residential
SFR3
Residential
SFR4
Residential
SFR5
Residential
SFR6
Residential
SFR7
Undeveloped UND
Totals
Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Land Use Classifications and Projected Fiscal Year 2022-23 Special Tax Levy for Taxable Property
Assigned
No. of
Special Tax
Residential Floor Area
Parcels
Per Unit
4,000 sq. ft. or greater
67 $2,294.00
3,600 sq. ft. to 3,999 sq. ft.
162
1,599.00
3,200 sq. ft. to 3,599 sq. ft.
335
1,538.00
2,800 sq. ft. to 3,199 sq. ft.
485
1,360.00
2,400 sq. ft. to 2,799 sq. ft.
351
1,229.00
2,000 sq. ft. to 2,399 sq. ft.
227
1,120.00
Less than 2,000 sq. ft.
179
987.00
N/A
2 9,374.00(')
1,808
Projected
Fiscal
Total
Year
Projected
2022-23
Fiscal Year
Special
2022-23
Tax Per
Special Tax
Unit(2)
Levy(3)
$1,565.65
$104,899
1,091.32
176,793
1,049.68
351,644
928.20
450,176
838.79
294,416
Projected
FY 2022-23
Aggregate
Special Tax
Assigned
as percent -
Special
age of
Percent Tax for FY
Assigned
of Total 2022-23(2)-(4)
Taxy2),(4)

6.27% $153,698

10.57 259,038

21.03 515,230

26.92 659,600

17.61 431,379
764.40 173,518 10.38 254,240
673.63 120,579 7.21 176,673

0.00 0 0.00 0
$1,672,025 100.00% $2,449,858

68.25%

68.25 68.25

68.25 68.25
N/A
(1) Reflects the Maximum Special Tax A per acre for parcels of Undeveloped Property. See, however, THE DISTRICT — Possible Inapplicability of Special Taxes to Certain Property." (2) Based on Total Projected Fiscal Year 2022-23 Special Tax Levy. Preliminary, subject to change. (3) Based on the annual debt service for the 2022 Bonds, as provided by Stifel, Nicolaus & Company Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in addition to the scheduled debt service on the 2022 Bonds, $30,000 for Administrative Expenses. Preliminary, subject to change. (4) Note that both the Act and the Rate and Method effectively provide that under no circumstances will the Special Taxes levied against any Parcel used as a private residence be increased in any Fiscal Year as a consequence of delinquency or default by the owner of any other Parcel or Parcels within the District by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there been no delinquencies or defaults.

Source: Webb Municipal Finance, LLC
Reserve Fund
The Fiscal Agent Agreement establishes a debt service reserve fund (the "Reserve Fund") as a separate fund to be held by the Fiscal Agent for the benefit of the Owners of the 2022 Bonds as a reserve for the payment of principal of, and interest and any premium on, the 2022 Bonds. Moneys in the Reserve Fund are subject to a lien in favor of the Owners of the 2022 Bonds. The Reserve Fund is required by the Fiscal Agent Agreement to be maintained in an amount equal to the Reserve Requirement, which is defined in the Fiscal Agent Agreement, as of any date of calculation, as an amount equal to the then Maximum Annual Debt Service, which will be $ as of the Closing Date.

On the date of issuance of the 2022 Bonds, a deposit will be made to the Reserve Fund from proceeds of the 2022 Bonds in an amount equal to 25% of the Reserve Requirement as of the date of issuance of the 2022 Bonds, and 75% of the Reserve Requirement will be satisfied with the deposit of the Reserve Fund Municipal Bond Insurance Policy (the "Reserve Fund Insurance Policy"), to be issued by the Municipal Bond Insurer. The Authority is not required under the Fiscal Agent Agreement to replace the Reserve Fund Insurance Policy with cash or a replacement instrument in the event the ratings of the Municipal Bond Insurer decline or are withdrawn or if amounts are unavailable to be drawn under the Reserve Fund Insurance Policy.

See "SPECIAL RISK FACTORS - Bond Insurance."
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Except as otherwise provided in the Fiscal Agent Agreement (with respect to the use of moneys in the Reserve Fund in connection with prepayments of Special Taxes, for the payment of any rebate liability due to the federal government, and the use of moneys in excess of the Reserve Requirement to pay debt service on the Bonds), all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds.

The Fiscal Agent Agreement allows for amounts in the Reserve Fund to be used, at the written direction of an Authorized Officer of the Authority, for purposes of paying any federal rebate liability under the Fiscal Agent Agreement.

Whenever the balance of funds in the Reserve Fund equals or exceeds the amount required to redeem or pay all of the Outstanding 2022 Bonds (not taking into account the amount available to be drawn on the Reserve Fund Insurance Policy), including interest accrued to the date of payment or redemption, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be used for the payment and redemption of all of the Outstanding 2022 Bonds. In the event that the amount transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding 2022 Bonds, the balance in the Reserve Fund will be retained by the Authority, free of any encumbrance by the Fiscal Agent Agreement, to be used for any lawful purpose under the Act. Notwithstanding the foregoing, no amounts will be transferred from the Reserve Fund until after (i) amounts in the Reserve Fund are withdrawn for purposes of making payment to the federal government in accordance with the Fiscal Agent Agreement, and (ii) payment of any fees and expenses due to the Fiscal Agent.

Covenant for Superior Court Foreclosure
Foreclosure Under the Act. Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of the Special Tax on the taxed parcel, the Authority may order the institution of a superior court action to foreclose the lien on the taxed parcel within specified time limits. In such an action, the real property subject to the unpaid amount of the Special Tax lien may be sold at judicial foreclosure sale.

Authority Foreclosure Covenant. The Authority has covenanted for the benefit of the Bondowners that the Treasurer will determine on or about February 15 and June 15 of each year whether or not all Special Taxes levied in the prior Fiscal Year have been received by the Authority and, consequently, whether any deficiencies in payment of Special Taxes exist. The Fiscal Agent Agreement provides that, following such determination: (A) if, as of any June 15, the Treasurer determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $2,500 or more, the Treasurer will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the Authority against the delinquent parcel within 90 days of the sending of such notice; and (B) if the Treasurer determines that, as of any June 15, the total amount of delinquent Special Tax for the then current Fiscal Year for the entire District (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency), and the Authority shall commence foreclosure proceedings against such parcels within 90 days after the notices of delinquency have been sent.
-19-

Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency or foreclosure action if the amount in the Reserve Fund is at least equal to the Reserve Requirement. See Appendix C — "Summary of the Fiscal Agent Agreement." No assurance can be given as to the time necessary to complete any foreclosure sale or that any foreclosure sale will be successful. The Authority is not required to be a bidder at any foreclosure sale and does not intend to be such a bidder.

Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. Subject to the maximum rates, the Rate and Method is designed to generate from all non-exempt property within the District the current year's debt service, administrative expenses, and replenishment of the Reserve Fund to the Reserve Requirement, including an amount reflecting the prior year's delinquencies. However, if foreclosure proceedings are necessary, and the Reserve Fund has been depleted, there could be a delay in payments to owners of the 2022 Bonds pending prosecution of the foreclosure proceedings and receipt by the Authority of the proceeds of the foreclosure sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post - judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the Authority, as judgment creditor, is entitled to purchase any property sold at foreclosure using a "credit bid," where the Authority could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the Authority becomes the purchaser under a credit bid, the Authority must pay the amount of its credit bid into the Bond Fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. Neither the Act nor the Fiscal Agent Agreement requires the Authority to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale, and the Authority has no intent to be such a purchaser.

The Authority will levy the Special Tax to pay the current year's debt service and related administrative expenses and to replenish the Reserve Fund to the Reserve Requirement taking into account the amount available to be drawn under the Reserve Fund Insurance Policy, subject to Maximum Special Tax A rates. However, in the event such superior court foreclosure proceedings are necessary, and if the Reserve Fund is depleted, there could be a delay in payments of principal of and interest on the 2022 Bonds pending prosecution of the foreclosure proceedings and receipt by the Authority of the proceeds of the foreclosure sale. See "SPECIAL RISK FACTORS —Bankruptcy Delays" and "—Proceeds of Foreclosure Sales." Note also that the approximately 20 acres of property in the District currently classified under the RMA as Undeveloped Property could effectively become exempt from the levy of Special Taxes. See "THE DISTRICT —Possible Inapplicability of Special Taxes to Certain Property." No Teeter Plan
Collection of the Special Taxes is not subject to the "Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds," as provided for in Section 4701 et seq. of the California Revenue and Taxation Code (known as the "Teeter Plan"). Accordingly, collections of Special Taxes will reflect actual delinquencies, if any. -20-

Investment of Moneys
Except as otherwise provided in the Fiscal Agent Agreement, all moneys in any of the funds or accounts established pursuant to the Fiscal Agent Agreement will be invested by the Fiscal Agent solely in Permitted Investments, as directed by the Authority. See Appendix C — "Summary of the Fiscal Agent Agreement" for a definition of "Permitted Investments" and for additional provisions regarding the investment of funds held under the Fiscal Agent Agreement.

MUNICIPAL BOND INSURANCE
Bond Insurance Policy
Concurrently with the issuance of the 2022 Bonds, (" if or the "Municipal Bonds Insurer") will issue its Municipal Bond Insurance Policy (the "Policy") for the 2022 Bonds maturing on September 1 of the years through (collectively, the "Insured Bonds"). The Policy guarantees the scheduled payment of principal of and interest on the Insured Bonds when due as set forth in the form of the Policy included as an appendix to this Official Statement.
[insert Bond Insurer Info]

THE DISTRICT
Location and General Description of the District
The District is located at the south end of the City along the northeast side of Pechanga Parkway, extending southeast from Loma Linda Road to Deer Hollow Way, just under a mile south of Temecula Parkway and just over a mile east of the Interstate 15 Freeway. The District is a master -planned community known as Wolf Creek, of approximately 557 acres, with 1,806 residential lots improved with single family homes constituting Developed Property under the Rate and Method.

In addition, there are approximately 20 acres of vacant land permitted to be developed for commercial uses (which are currently classified as "Undeveloped Property" under the Rate and Method, but are expected to effectively become exempt from the levy of Special Taxes — see "THE DISTRICT —Possible Inapplicability of Special Taxes to Certain Property"), elementary and middle schools, an approximately 43-acre sports park, an approximately 6-acre neighborhood park, three park activity nodes along Wolf Creek Drive, paseos, a recreation center, a library and a fire station. Unincorporated County area is across Pechanga Parkway to the west and southwest and also the area nearby to the south. The property within the District is governed by the Wolf Creek Specific Plan.

The Wolf Creek development includes a narrow 6.7-acre park contiguous to Wolf Creek Drive North and Wolf Creek Drive South, including three activity nodes, spanning from the north half to the south half of the project, as well as a paseo system along the backbone roads. In addition, a 6-acre park, located at the main corner of Wolf Valley Road and Wolf Creek Loop Road in the center of the District, includes various amenities such as an open play field, picnic areas, public restrooms, tot lots, monumentation, landscaping, walkways and bike and pedestrian lanes, parking and possible art components in public places. In addition to the public parks, a private recreational facility was constructed that is owned and maintained by the Wolf -21-

Creek Maintenance Corporation. The City also constructed an approximately 43-acre sports facility which includes baseball and soccer fields and many other amenities and recreational components.

In addition to the above listed amenities, schools and parks, the community provides a wide range of housing. The lot sizes span between 20,000 square foot custom lots to 3,000 square foot courtyard lots.

The Temecula Valley Unified School District developed the Temecula Luiseno Elementary School within Phase 1 of the project. The elementary school supplements the Earle Stanley Gardner Middle School, which opened August 27, 2003, adjacent to the first phase of the project and the Great Oak High School at Deer Hollow and Pechanga Parkway (outside the boundary of the District).

A fire station is located in the center of the District, which also enhances fire protection and emergency response for the surrounding community.

The Wolf Creek development is situated on the floor of Wolf Valley. The Pechanga Creek Channel is located offsite to the southwest, across Pechanga Parkway. The parcel slopes gently to the northwest, with a grade change of approximately 120 feet and overall slope of less than two percent. The Wolf Creek Channel, an earthen channel, is located on the northeast side of Pechanga Parkway. The natural terrain and drainage onsite have been modified by agricultural uses. Views consist of the coastal Santa Ana Mountains to the northwest and the Santa Margarita and Agua Tibia ranges to the southeast and southwest.

Historic flood control problems in the vicinity of the District were remedied by the construction of a wide grass -lined flood control channel along the Pechanga Parkway, designed to contain the 100-year floods for the surrounding area.

The Wolf Creek development is surrounded on four sides by existing development. It is located immediately adjacent to the developed areas of Rainbow Canyon on the west, and the Redhawk residential and golf course community to the east and the south. Commercial uses exist to the northwest of the Wolf Creek development, including a building supply store, mini warehouse, convenience market and nursery. The Temecula Creek Inn and Golf Course Resort is located to the northwest. The developed portion of the Pechanga Indian Reservation is located southwest of the property across Pechanga Parkway where a casino and support commercial uses have been constructed.

City.

The following page shows an aerial view of the District, indicating its location in the -22-

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)

LOCATION MAP
CFD 03-03 (Wolf Creek)
��1 0 4,000 $,000 e � Webb
Feet
He ii of I I I I I MUNICIPAL FINANCE
-23-

Possible Inapplicability of Special Taxes to Certain Property The Authority understands that the two parcels totaling approximately 20 acres of property in the District currently classified as Undeveloped Property under the Rate and Method are owned by the Pechanga Band of Luiseno Indians (the "Tribe"). The Authority has been advised that the United States Department of the Interior, Bureau of Indian Affairs, Pacific Regional Office, has prepared an Environmental Assessment (the "EA"), dated March 2022, for the transfer of the two parcels into federal trust status for the Tribe, for development of commercial uses at a future time.

Based on the analysis and impacts in the EA, any input received during a public review period, and the entire administrative record, the Bureau of Indian Affairs will decide whether to reach a Finding of No Significant Impact (FONSI), direct further work on the EA, or initiate the preparation of an Environmental Impact Statement. A draft, unsigned FONSI has been prepared and is available for review along with the EA at the Temecula Public Library, 30600 Pauba Rd, Temecula, CA 92592.

If the two parcels ultimately are brought into federal trust status for the Tribe, it is expected that the Authority will not be able to levy Special Taxes on the parcels in the future, whether or not they are developed. It should be noted that currently no Special Taxes are being levied on the parcels, and Special Taxes are currently being levied on Developed Property in the District at approximately 64.18% of the Maximum Special Tax rate applicable to Developed Property.

Land Use Distribution
The District includes 1,806 separate County Assessor's parcels each of which have been improved with a single-family detached home, and two undeveloped parcels. The following table shows the distribution of land use classes of the Taxable Property within the District based on the Rate and Method, the County Fiscal Year 2021-22 assessed values of the parcels, the estimated Special Tax levy for fiscal year 2022-23 for each land use class, and the percentage of the overall Special Tax levy by land use class.
-24-

Table 2
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Distribution of Land Use Classes Under the Rate and Method; Assessed Values and Projected Fiscal Year 2022-23 Special Tax Levy Land Use Classification
Developed(i)
A - 4,000 or more sq. ft.

B - 3,600 or more, but less than 4,000 sq. ft.

C - 3,200 or more, but less than 3,600 sq. ft.

D - 2,800 or more, but less than 3,200 sq. ft.

E - 2,400 or more, but less than 2,800 sq. ft.

F - 2,000 or more, but less than 2,400 sq. ft.

G - Less than 2,000 sq. ft.

Undeveloped(2)
Totals
Total Projected
Fiscal Year
Fiscal Year 2022-23
No. of 2021-22 Special Tax Percent
Parcels Assessed Value Levy(3) of Total
67 $44,215,238
$104,899

6.27%
162
93,970,911
176,793

10.57 335
178,287,204
351,644

21.03 485
236,367,924
450,176

26.92 351
155,898,158
294,416

17.61 227
88,555,250
173,518

10.38 179
63,717,396
120,579

7.21 2
12,768,722
0 0.00
1,808
$873,780,803
$1,672,025
100.00%
(1) Parcels classified as Developed Property are estimated to be levied at 68.25% of their Assigned Special Tax rate for Fiscal Year 2022-23. Preliminary, subject to change.
(2) See "THE DISTRICT— Possible Inapplicability of Special Taxes to Certain Property." (3) Based on the annual debt service for the 2022 Bonds, as provided by Stifel, Nicolaus & Company Incorporated, allocated among land use classes based on their respective Assigned Special Taxes. Includes, in addition to scheduled debt service on the 2022 Bonds, $30,000 for Administrative Expenses. Preliminary, subject to change.

Source: Webb Municipal Finance, LLC
Assessed Property Values
No Appraisal of Property in the District. The Authority has not commissioned an appraisal of the Taxable Property in the District in connection with the issuance of the 2022 Bonds. Therefore, the valuation of the Taxable Property in the District has been estimated for purposes of the Act, and as set forth in this Official Statement, based on the County Assessor's values for Fiscal Year 2021-22.

Assessed Valuation. The valuation of real property in the Authority for ad valorem tax purposes is established by the County Assessor. Assessed valuations are reported at 100% of the full value of the property, as defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution defines "full cash value" as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires assessment of "full cash value" upon change of ownership or new construction. Accordingly, the assessed valuations presented in this Official Statement may not necessarily be representative of the actual market value of the property in the District.

According to the County Assessor's records, as reported by the Special Tax Administrator, the fiscal year 2021-22 total assessed value of 1,808 parcels of Taxable Property in the District is $873,780,803.

Historical Assessed Values. The table below shows annual changes in assessed valuations between fiscal years 2015-16 and 2021-22 with respect to the parcels of Taxable Property that are subject to the levy of Special taxes securing the repayment of the 2022 Bonds. -25-

Table 3
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Historical Assessed Values
Fiscal Years 2015-16 through 2021-22
Total
Land
Improvement
Assessed
Annual
Fiscal Year Total Parcels
Assessed Value
Assessed Value
Valuation(')
Percent Change
2015-16 1,808
$174,230,286
$535,481,817
$709,712,103
N/A
2016-17 1,808
176,378,418
559,131,545
735,509,963

3.63%
2017-18 1,808
187,132,403
574,497,946
761,630,349

3.55 2018-19 1,808
198,136,477
591,598,097
789,734,574

3.69 2019-20 1,808
205,115,400
612,073,339
817,188,739

3.48 2020-21 1,808
211,394,623
631,608,006
843,002,629

3.16 2021-22 1,808
217,432,655
656,348,148
873,780,803

3.65 (1) As of January 1 of each year as shown
on the County
Assessor's Rolls. Total Assessed Value is calculated as the sum of Land Assessed Value and Improvement Assessed Value.

Source: Webb Municipal Finance, LLC
Value -to -District Lien Ratio
General Information Regarding Value -to -District Lien Ratios. The value -to -District lien ratio on bonds secured by special taxes will generally vary over the life of those bonds as a result of changes in the value of the property that is security for the special taxes and the principal amount of the bonds.

In comparing the aggregate assessed value of the real property within the District, and the principal amount of the 2022 Bonds, it should be noted that an individual parcel may only be foreclosed upon to pay delinquent installments of the Special Taxes attributable to that parcel. The principal amount of the 2022 Bonds are not allocated among the parcels within the District based on their respective assessed values; rather, the total Special Taxes have been allocated among the parcels within the District according to the Rate and Method.

Economic and other factors beyond the property owners' control, such as economic recession, deflation of land values, financial difficulty or bankruptcy by one or more property owners, or the complete or partial destruction of Taxable Property caused by, among other possibilities, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within the District. See "SPECIAL RISK FACTORS —Property Value" and "Bankruptcy Delays."
Aggregate Value -to -District Lien Ratio. The aggregate value -to -District lien ratio of Taxable Property in the District, based on fiscal year 2021-22 County assessed values ($873,780,803), and the initial principal amount of the 2022 Bonds ($15,300,000*) is approximately 57:1*. There is, however, overlapping debt, and the properties in the District are subject to a number of taxes, direct charges and assessments. See "THE DISTRICT —Direct and Overlapping Governmental Obligations" below.
* Preliminary, subject to change.
-26-

Value -to -District Lien Ratio Distribution. The table below shows the projected fiscal year 2022-23 projected Special Tax levy, the fiscal year 2021-22 County assessed value, the allocation of the principal amount of the 2022 Bonds to the respective Taxable Parcels, and the estimated debt to value ratios for the ten largest Special Taxpayers in the District.

No. of
Property Owner(') Parcels
Individual Owner
4 Individual Owner
3 Individual Owner
3 Individual Owner
3 Individual Owner
2 Individual Owner
3 2018-3 IH Borrower LP
3 Individual Owner
3 Individual Owner
2 Individual Owner
2 Subtotal Top Ten
28 AllOthers(4)
1,778
Total
1,806
Table 4
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Estimated Value -to -Lien by Property Owner(')
Assessed
Value
$1,523,697
1,641,421
1,449,568
1,113,164
1,129,212
1,406,578
1,318,802
1,013,177
1,175,127
785,870
$12,556,616
$848,455,465
$861,012,081
% of
Assessed
Value

0.18%

0.19 0.17

0.13 0.13

0.16 0.15

0.12 0.14

0.09 1.46%

98.54%
100.0070
FY 2022-
23 Projected
% of
Special
Projected
Tax
Special
Levy(5)
Tax Levy
$3,460

0.21%
2,938

0.18 2,817

0.17 2,817

0.17 2,657

0.16 2,620

0.16 2,368

0.14 2,277

0.14 2,183

0.13 1,978

0.12 $26,113

1.56%
$1,645,912

98.44%
$1,672,025
100.00%
Estimated
Allocation
Other Direct
of 2022
and Overlap -
Bond
ping Debt
Principal(5)
Outstanding(z)
$31,657
$30,331
26,886
20,390
25,774
40,285
25,774
42,030
24,313
27,195
23,976
22,715
21,665
19,948
20,834
24,593
19,972
25,482
18,099
21,353
$238,950 $274,322
$15,061,050 $16,495,678
$15,300,000 $16,770,000
Total
Direct and
Overlap-
ping Land Value -to -
Secured Lien
Debt Ratio(3),(5)
$61,988
47,275
66,060
67,805
51,508
46,690
41,613
45,428
45,454
39,452
$513,272
$31,556,728
$32,070,000

24.58:1

34.72:1

21.94:1

16.42:1

21.92:1

30.13:1

31.69:1

22.30:1

25.85:1

19.92:1

24.46:1

26.89:1

26.85:1
(1) Ownership per Riverside County data, dated September 8, 2021. (2) Includes outstanding debt relating to Temecula Valley Unified School District Community Facilities District Nos. 2004-1 IA A and 2004-1 IA B.
(3) Based on estimated principal amount of the 2022 Bonds and other overlapping land secured debt. Excludes general obligation bonded indebtedness applicable to parcels within the District. (4) Excludes two Undeveloped Parcels.
(5) Preliminary, subject to change.

Source: Webb Municipal Finance, LLC
-27-

The following table sets forth the distribution of assessed value -to -District lien ratios among the 1,806 parcels of Developed Property based on Fiscal Year 2021-22 County assessed values, the projected fiscal year 2022-23 Special Tax levy and the principal amount of the 2022 Bonds.

Table 5
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Distribution of Value -to -District Lien Ratios
Fiscal Year 2021-22
Other
Total
Percent
Direct and
Direct and
Percent of
Projected
of Total
Overlapp-
Overlapp-
Percent Total
Total
FY 2022-23
Projected
Estimated
ing Debt
ing Land
Aggregate
No. of of Total Assessed
Assessed
Special
FY 2022-
2022 Bond
Outstand-
Secured
Value -to -
Assessed Value to Lien(') Parcels Parcels Value
Value
Tax Levy(5)
23 Levy
Principal(')
ing(2)
Debt(5)
Lien(5)
Less than 10.00:1(3) 2 0.11% $490,433

0.06%
$2,494

0.15%
$22,820
$30,784
$53,604

9.15:1
Between 10.00:1 and 19.99:1 259 14.34 98,111,713

11.39 246,559

14.75 2,256,156
3,467,843
5,723,999

17.14:1
Between 20.00:1 and 29.99:1 831 46.01 401,921,122

46.68 785,770

47.00 7,190,255
8,637,114
15,827,370

25.39:1
Between 30.00:1 and 39.99:1 654 36.21 328,510,659

38.15 588,876

35.22 5,388,554
4,314,304
9,702,858

33.86:1
Between 40.00:1 and 49.99:1 59 3.27 31,053,154

3.61 47,277

2.83 432,609
311,672
744,281

41.72:1
Greater than 49.99:1(4) 1 0.06 925,000

0.11 1,050

0.06 9,605
8,283
17,888

51.71:1
Total 1,806 100.00% $861,012,081
100.00%
$1,672,025
100.00%
$15,300,000
$16,770,000
$32,070,000

26.85:1
(1) Value -to -Lien Ratios based upon estimated principal amount of the 2022 Bonds. (2) Includes outstanding debt relating to Temecula Valley Unified School District Community
Facilities District Nos.
2004-1 IA A and 2004-1 IA B.
(3) Lowest estimated Value -to -Lien is 8.65:1.
(4) Highest estimated Value -to -Lien is 51.71:1.
(5) Preliminary, subject to change.

Source: Webb Municipal Finance, LLC
-28-

Special Tax Delinquencies
The following table is a summary of Special Tax levies, collections and delinquency rates on taxable properties in the District for fiscal years 2016-17 through fiscal year 2021-22 based on amounts levied and outstanding delinquencies as of the respective Fiscal Year end, and as of February 28, 2022.

Table 6
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Special Tax Levies, Collections and Delinquencies
Fiscal Years 2016-17 through 2021-22
Fiscal
Amount
Parcels
Year
Levied
Levied
2016-17
$1,893,757.92
1,806
2017-18
1,895,722.68
1,806
2018-19
1,902,160.46
1,806
2019-20
1,890,532.94
1,806
2020-21
1,889,000.46
1,806
2021-220)
942,511.99
1,806
Delinquencies at Fiscal Year End
Delinquencies as of February 28, 2022
Parcels
Amount
Percent
Parcels
Amount
Percent
Delinquent
Delinquent
Delinquent
Delinquent
Delinquent
Delinquent
9 $9,037.59

0.48%
1 $950.02

0.05%
15 12,114.00

0.64 2
2,141.14

0.11 16
12,716.10

0.67 3
2,676.38

0.14 28
20,145.00

1.07 3
2,898.47

0.15 39
25,203.05

1.33 3
3,420.44

0.18 N/A
N/A
N/A
27 14,149.28

1.50 (1) Amount levied and delinquency information relates only to the first installment special taxes delinquent if not paid by December 10, 2021.

Source: Webb Municipal Finance, LLC
Direct and Overlapping Governmental Obligations
Taxes, Charges and Assessments. The base ad valorem secured property tax rate on property in the District is 1.00% (including ad valorem tax overrides). Property in the District is also subject, or will be subject, to certain annual charges and assessments (which are billed to property owners on a semi-annual basis). See "THE DISTRICT —Sample Tax Bill" below for a list of public agencies that currently levy annual charges and assessments on property in the District.

Overlapping Public Debt. The District is located within the boundaries of certain local agencies, other than the Authority, that provide public services and assess property taxes, assessments, special taxes and other charges on the property in the District. Some of these local agencies have outstanding debt.

The current and estimated direct and overlapping obligations affecting the property in the District are shown in the following table. The table was prepared by the Special Tax Consultant and is included for general information purposes only. Neither the Authority nor the Underwriter has reviewed this report for completeness or accuracy and they make no representation in connection therewith.
-29-

Table 7
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Direct and Overlapping Bonded Debt
I. ASSESSED VALUE
2021-22 Equalized Roll Assessed Valuation(')
$873,780,803
II. LAND SECURED BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt
Total
Parcels
%
Amount
Type
Levied
Issued
Outstanding
Applicable
Applicable
The District
CFD
1,808
$30,990,000
$15,300,000(2),(6)
100.000%
$15,300,000(6)
Temecula Valley Unified School District CFD 2004-1 IA A CFD
754
12,700,000
9,925,000
100.000
9,925,000
Temecula Valley Unified School District CFD 2004-1 IA B CFD
1,052
14,760,000
6,845,000
100.000
6,845,000

TOTAL OUTSTANDING LAND SECURED BONDED DEBTO
$32,070,000(6)
Authorized and Unissued Direct and Overlapping Bonded Debt pp g
Total
Parcels
%
Amount
Type
Levied
Authorized
Unissued
Applicable
Applicable
Temecula Public Financing Authority CFD 03-03
CFD
1,808
$33,000,000
$0(4)
100.000%
$0
Temecula Valley Unified School District CFD 2004-1 IA A CFD
754
20,000,000
$0(4)
100.000
0 Temecula Valley Unified School District CFD 2004-1 IA B CFD
1,052
25,000,000
$0(4)
100.000
0 TOTAL UNISSUED LAND SECURED INDEBTEDNESS(3)
$0

TOTAL OUTSTANDING AND UNISSUED LAND SECURED INDEBTEDNESS III. GENERAL OBLIGATION BOND INDEBTEDNESS
$32,070,000(6)
Total
Outstanding Direct and Overlapping Bonded Debt
Parcels
%
Amount
Type
Levied
Issued
Outstanding
Applicable(4)
Applicable
Temecula Valley Unified School B & I (0.02389%)
GO
1,808
$172,747,035
$167,831,294

3.3459567o
$5,615,561
MT San Jacinto Comm College (0.013207o)
GO
1,808
295,000,000
253,195,000

0.832115
2,106,874
Metropolitan Water East (0.003507o)
GO
1,808
850,000,000
26,830,000

0.028256
7,581
EMWD Imp U-8 (0.002007o)
GO
1,808
16,000,000
3,276,000

4.504625
147,572
Rancho California Water District (0.30000%)(5)
REV
1,808
320,035,000
234,835,000

1.050992
2,468,097
TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT(3)
$10,345,685
Authorized and Unissued Direct and Overlapping Indebtedness Total
Parcels
Amount
70 Type
Levied
Authorized
Unissued
Applicable(4)
Applicable
Temecula Valley Unified School B & I (0.023897o)
GO
1,808
$230,0007000
$57,252,965

3.3459567o
$1,915,659
MT San Jacinto Comm College (0.013207o)
GO
1,808
295,000,000
0 0.832115
0 Metropolitan Water East (0.00357o)
GO
1,808
850,000,000
0 0.028256
0 EMWD Imp U-8 (0.002007o)
GO
1,808
16,000,000
0 4.504625
0 Rancho California Water District (0.30000%)(5)
REV
1,808
320,035,000
0 1.050992
0 TOTAL UNISSUED GENERAL OBLIGATION INDEBTEDNESSN
$1,915,659
TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION INDEBTEDNESS $12,261,344 TOTAL OF OUTSTANDING AND UNISSUED LAND SECURED DEBT $32,070,000(6) TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $42,415,685(6) TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING INDEBTEDNESS $44,331,344(6) IV. RATIOS TO 2021-2022 ASSESSED VALUATION
Outstanding Land Secured Bonded Debt: 27.25:1(6)
Outstanding Direct and Overlapping Bonded Debt: 20.60:1(6) (1) Fiscal Year 2021-22 Equalized Roll Assessed Valuation data as of January 1, 2021, Riverside County Assessor's Office. (2) Outstanding debt for the District is based on preliminary bond sizing information provided by the Underwriter. (3) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for Fiscal Year 2021-22.
(4) Percentage applicable determined by Fiscal Year 2021-22 Equalized Roll Assessed Value information. (5) The property in the Rancho Division of the Ranch California Water District is assessed at 0.30000% of land assessed value only.
(6) Preliminary, subject to change.

Source: Webb Municipal Finance, LLC
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Sample Tax Bill
Table 8 below provides, for an average parcel of Taxable Property under the Rate and Method, the expected property tax bill that would be received by an owner of the property for fiscal year 2022-23, based on the projected Special Tax levy for that fiscal year.

Table 8
Temecula Public Financing Authority
Community Facilities District No. 03-03
(Wolf Creek)
Average Projected Fiscal Year 2022-2023 Tax Obligation(') For Parcels of Developed Residential Property
Average Home Value(2) $476,750.88
Ad Valorem Property Taxes:

Basic Levy (1.0000%) $4,767.51
Temecula Valley Unified School B & I (0.023897o) 113.90 MT San Jacinto Comm College (0.013207o) 62.93
Metropolitan Water East (0.003507o) 16.69
EMWD Imp U-8 (0.002007o) 9.54
Rancho California Water District (0.300007o)(3) 339.97
Total General Property Taxes $5,310.53
Assessment, Special Taxes & Parcel Charges:

FLD CNTL STORMWATER/CLEANWATER
$3.94

TEMECULA PARKS/LIGHTING SVS,

74.44 TEMECULA RESIDENTIAL ST LIGHTS

25.68 TEMECULA TRASH/RECYCLING
311.72
TEMECULA PERIMTR LDS ZN 28
129.00

MWD STANDBY EAST

6.94 EMWD STANDBY -COMBINED CHARGE

11.60 Temecula Valley USD CFD 2004-1 IA A
514.55
Temecula Valley USD CFD 2004-1 IA B
785.60
Temecula CFD 03-03 (Wolf Creek)()
925.82(5)
Total Assessment Charges
$2,789.29(5)
Average Total Property Tax $8,099.82(5)
Average Effective Tax Rate 1.70%(5)
(1) Average projected FY 2022-23 tax rates based upon FY 2021-22 Overlapping Taxes and Assessments. (2) Average Home Value is based upon average Assessed Values for Fiscal Year 2021-22 per Riverside County Equalized Roll data.
(3) Property in the Rancho Division of the Rancho California Water District is assessed at 0.300007o of land assessed value only.
(4) Reflects average projected Fiscal Year 2022-23 District Special Tax levy. (5) Preliminary, subject to change.

Source: Webb Municipal Finance, LLC, based on Assessed Value information obtained from Riverside County -31-

THE AUTHORITY
The Temecula Public Financing Authority was established pursuant to a Joint Exercise of Powers Agreement, dated April 10, 2001 (the "JPA Agreement"), by and between the City and the Agency. The JPA was entered into pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. The Authority was formed for the primary purpose of assisting in the financing and refinancing of public capital improvements in the City. As of May 1, 2016, the JPA Agreement was amended to provide for the withdrawal of the Successor Agency to the Agency as a member of the Authority, and to add the Temecula Community Services District and the Temecula Housing Authority as members of the Authority.

The Authority is administered by a five -member Board of Directors, which currently consists of the members of the City Council of the City. The Authority has no independent staff.

The Executive Director of the Authority is the City Manager of the City, and the Treasurer of the Authority is the City's Director of Finance. The Executive Director administers the day-to-day affairs of the Authority, and the Treasurer has custody of all money of the Authority from whatever source.

SPECIAL RISK FACTORS
The following is a description of certain risk factors affecting the District, the parcels subject to the levy of Special Taxes and the payment of and security for the 2022 Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the 2022 Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following factors along with all other information in this Official Statement in evaluating the investment quality of the 2022 Bonds. There can be no assurance that other risk factors will not become material in the future.

Payment of the Special Tax is not a Personal Obligation The owners of the parcels in the District are not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the parcels on which it is levied. If the value of the taxable parcels is not sufficient to secure fully the payment of the Special Tax, the Authority has no recourse against the landowners.

No General Obligation of the Authority or the District
The Authority's obligations under the 2022 Bonds and under the Fiscal Agent Agreement are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues, other than up to $30,000 of the first Special Tax Revenues collected in any Fiscal Year to be used to pay Administrative Expenses, and amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund. The 2022 Bonds are neither general or special obligations of the Authority nor general obligations of the District, but are limited obligations of the Authority for the District payable solely from the revenues and funds pledged therefor and under the Fiscal Agent Agreement. None of the faith and credit of the District, the Authority or the State of California or of any of their respective political subdivisions is pledged to the payment of the 2022 Bonds. -32-

Property Value
If a landowner defaults in the payment of the Special Tax, the Authority's only legal remedy is the institution of a superior court action to foreclose on the delinquent taxable parcel in an attempt to obtain funds with which to pay the Special Tax. The value of the taxable parcels in the District could be adversely affected by economic factors beyond the Authority's control, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of residential property in the event of sale or foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation, wildfire, earthquakes and floods), which may result in uninsured losses. See "SPECIAL RISK FACTORS —Natural Disasters."
No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the Authority to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale. The Authority is not obligated and does not expect to be a bidder at any such foreclosure sale. See "SECURITY FOR THE 2022 BONDS —Covenant for Superior Court Foreclosure" and "SPECIAL RISK FACTORS —Proceeds of Foreclosure Sale."
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method. In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the District acquired by a public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested.

In particular, insofar as the Act requires payment of the Special Tax by a federal entity acquiring property within the District, it may be unconstitutional (see "SPECIAL RISK FACTORS —Property Interests of Governmental Agencies; Federal Deposit Insurance Corporation"). If for any reason property within the District becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Rate, the Special Tax will be reallocated to the remaining taxable properties within the District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within the District becomes exempt from the Special Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the Series Prior Bonds when due and a default would occur with respect to the payment of such principal and interest.
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In addition to the foregoing, the approximate 20 acres of currently undeveloped property in the District could effectively become exempt from the levy of Special Taxes. See "THE DISTRICT —Possible Inapplicability of Special Taxes to Certain Property." Parity Taxes and Special Assessments
The Special Taxes and any penalties thereon will constitute liens against the taxable parcels in the District until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is coequal to and independent of the lien for general property taxes regardless of when they are imposed upon the taxable parcel. The Special Taxes have priority over all existing and future private liens imposed on the property.

The Authority, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the taxable parcels within the District subject to the levy of Special Taxes. In addition, the landowners within the District may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes or assessments, and any such special taxes or assessments may have a lien on such property on a parity with the Special Taxes. The imposition of additional indebtedness could reduce the willingness and the ability of the property owners within the District to pay the Special Taxes when due. See "THE DISTRICT —Direct and Overlapping Governmental Obligations." Insufficiency of Special Taxes
In order to pay debt service on the 2022 Bonds, it is necessary that the Special Taxes levied against taxable parcels within the District be paid in a timely manner. The Authority has established the Reserve Fund in an amount equal to the Reserve Requirement to pay debt service on the 2022 Bonds to the extent Special Taxes are not paid on time and other funds are not available. See "SECURITY FOR THE 2022 BONDS —Reserve Fund" and Appendix C — "Summary of the Fiscal Agent Agreement —Reserve Fund." Under the Fiscal Agent Agreement, the Authority has covenanted to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the limitations that (i) the Authority may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Special Tax rates permitted under the Rate and Method and (ii) per the Rate and Method, under no circumstances will the Special Tax levied against any Assessor's Parcel of Residential Property for which an occupancy permit for private residential use has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor's Parcel within the District. See "SECURITY FOR THE 2022 BONDS —Summary of Rate and Method." Consequently, if a delinquency occurs, the Authority may be unable to replenish the Reserve Fund to the Reserve Requirement due to the limitation of the Maximum Special Tax rates. If such defaults were to continue in successive years, the Reserve Fund could be depleted and a default on the 2022 Bonds would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special Taxes.

The Authority has made certain covenants regarding the institution of foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the 2022 Bonds. See "SECURITY FOR THE 2022 BONDS —Covenant for Superior Court Foreclosure." If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of delinquent Special Taxes to protect its security interest.
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Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the 2022 Bonds are derived, are being billed to the taxable parcels within the District on the regular property tax bills sent to owners of the parcels.

Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. See "SECURITY FOR THE 2022 BONDS — Reserve Fund" and "-Covenant for Superior Court Foreclosure" for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Fiscal Agent Agreement, in the event of delinquency in the payment of Special Tax installments.

See also "THE DISTRICT —Special Tax Delinquencies" for historical Special Tax delinquency history.

Also, as noted under "SECURITY FOR THE 2022 BONDS —Summary of Rate and Method," the Act and effectively the Rate and Method provide that under no circumstances will the Special Taxes levied in any fiscal year against any Parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner or owners of any other Parcel or Parcels within the District by more than ten percent (10%) above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults.

Bankruptcy Delays
The payment of the Special Tax and the ability of the Authority to commence a superior court action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in "SECURITY FOR THE 2022 BONDS —Covenant for Superior Court Foreclosure," may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. Legal opinions to be delivered concurrently with the delivery of the 2022 Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2022 Bonds.

Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of any Special Tax, the Board of Directors of the Authority, as the legislative body of the District, may order that the Special Taxes be collected by a superior court action to foreclose the lien within specified time limits. The Authority has covenanted in the Fiscal Agent Agreement that it will, under certain circumstances, commence such a foreclosure action. See "SECURITY FOR THE 2022 BONDS —Covenant for Superior Court Foreclosure." -35-

No assurances can be given that a taxable parcel in the District that would be subject to a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the Authority to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the Authority with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale and the Authority has not in any way agreed nor does it expect to be such a purchaser.

In a foreclosure proceeding, a judgment debtor (i.e., the property owner) has 140 days from the date of service of the notice of levy in which to redeem the property to be sold and may have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale if the purchaser at the sale was the judgment creditor. If a foreclosure sale is thereby set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made.

If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust on the affected property could, but would not be required to, advance the amount of the delinquent Special Tax installment to protect its security interest.

In the event such superior court foreclosure or foreclosures are necessary, there could be a delay in principal and interest payments to the owners of the 2022 Bonds pending prosecution of the foreclosure proceedings and receipt by the District of the proceeds of the foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays associated with court cases and may be further slowed by bankruptcy actions and other factors beyond the control of the Authority, including delay due to crowded local court calendars or legal tactics and, in any event could take several years to complete. In particular, bankruptcy proceedings involving the Landowner or any other owner of a taxable parcel in the District could cause a delay, reduction or elimination in the flow of Special Tax Revenues to the Fiscal Agent. See "SPECIAL RISK FACTORS —Bankruptcy Delays."
Natural Disasters
The value of the Taxable Property in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the Taxable Property and the continued habitability and enjoyment of such private improvements. Such occurrences include, without limitation, wildfire, earthquakes and floods. One or more of such natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the Taxable Property may well depreciate or disappear.

Wildfires
While there have been no wildfires that have affected property in the City, there have been two recent wildfires in the general area, the Tenaja fire in 2019 and the Chaparral fire in 2021. Both fires were over ten miles from the City boundary, and the District is located on the other side of the City. There have also been recent wildfires in the County of San Diego, but none have crossed into Riverside County or had any impact on property in the City. -36-

Hazardous Substances
The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxed parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The Authority has not independently verified, but is not aware of, the presence of any hazardous substances within the District.

Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The Authority has caused notices of the Special Tax to be recorded in the Office of the Riverside County Recorder against each parcel in the District.

Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing a property within the District or lending money thereon, as applicable.

California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

Potential Early Redemption of 2022 Bonds from Special Tax Prepayments Property owners within the District are permitted to prepay their Special Taxes in full or in part at any time. Any such prepayments will result in a mandatory redemption of 2022 Bonds on any date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the Special Tax prepayment. Any resulting redemption of 2022 Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 2022 Bonds. The Authority cannot predict whether and if so when Special Tax prepayments will occur in the future. See "THE 2022 BONDS - Redemption - Mandatory Redemption from Special Tax Prepayments."
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Property Interests of Government Agencies; Federal Deposit Insurance Corporation The Authority's ability to collect interest and penalties specified by State law and to foreclose the lien of a delinquent Special Tax payment may be limited in certain respects with regard to properties in which the Internal Revenue Service, the Federal National Mortgage Association ("Fannie Mae"), Freddie Mac, the Drug Enforcement Agency, the Federal Deposit Insurance Corporation (the "FDIC") or other similar federal agencies has or obtains an interest.

General. The supremacy clause of the United States Constitution reads as follows: "This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding." The foregoing is generally interpreted to mean that, unless the United States Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes and assessments levied on the parcel (including the Special Taxes), the applicable State and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless the United States Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the Authority wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government's mortgage interest. In Rust v. Johnson 597 F.2d 174 (9th Cir. 1979), the United States Court of Appeal, Ninth Circuit (the "Ninth Circuit"), held that Fannie Mae is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by Fannie Mae constitutes an exercise of state power over property of the United States.

The Authority has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the 2022 Bonds are outstanding.

FDIC. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the Authority to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. The FDIC's policy statement regarding the payment of state and local real property taxes (the "Policy Statement") provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its proper tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or -38-

security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent.

The Policy Statement states that the FDIC generally will not pay non ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a special tax formula which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit issued a ruling on August 28, 2001 in which it determined that the FDIC, as a federal agency, is exempt from special taxes levied pursuant to the Act.

The Authority is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a parcel in which the FDIC has an interest, although prohibiting the lien of the FDIC to be foreclosed on at a judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. Owners of the 2022 Bonds should assume that the Authority will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, a default in payment of the 2022 Bonds.

The Authority has not undertaken to determine whether the FDIC currently has, or is likely to acquire, any interest in any of the parcels in the District, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the 2022 Bonds are outstanding.

Cybersecurity
The City of Temecula, the employees of which conduct the operations of the Authority including those related to the District, like many other public and private entities, relies on a large and complex technology environment to conduct its operations. As a recipient and provider of personal, private, or sensitive information, the City is subject to multiple cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to the City's digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that the efforts of the City to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the District and the 2022 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2022 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes and the Fiscal Agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the 2022 Bond owners.

COVID-19 Pandemic
General. Information about the State's current status regarding the Coronavirus disease can be found at the State's website, www.covidl9.ca.gov . Also see the County's website www.rivcoph.org for up to date information regarding COVID-19 restrictions in place in the County. Reference to the State's and the County's website is included in this Official Statement for general information only and information on such website is not included in this Official Statement by reference to such website.
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The Special Taxes are collected on ad valorem property tax bills delivered by the County. Property tax delinquencies may increase as a consequence of economic difficulties of property owners arising from the impact of the Coronavirus disease.

Bond Insurance
In the event of default of the payment of the scheduled principal of or interest on the Insured Bonds when all or some becomes due, the Fiscal Agent on behalf of any owner of the Insured Bonds shall have a claim under the Policy for such payments. The Municipal Bond Insurer may direct and must consent to any remedies with respect to the Insured Bonds and the Municipal Bond Insurer's consent may be required in connection with amendments to any applicable documents relating to the Insured Bonds. See Appendix A - "Summary of the Fiscal Agent Agreement - Provisions Relating to the Bond Insurance Policy." The Municipal Bond Insurer is expected to insure a majority of the 2022 Bonds and may therefore have the ability to direct the actions of the Fiscal Agent, give consents and waivers and take other actions without regard to the views of the owners of the Uninsured Bonds. As a result, Owners of Uninsured Bonds may be limited in the rights and remedies they are able to exercise in the event of a default by the Authority under the Fiscal Agent Agreement. The Municipal Bond Insurer may have different business and other interests than the Owners of the Uninsured Bonds.

The Municipal Bond Insurer is also providing the Reserve Fund Insurance Policy that is available to be drawn on to pay debt service on the 2022 Bonds under certain conditions. See "SECURITY FOR THE BONDS - Reserve Fund" herein.

The long-term ratings on the Insured Bonds are dependent in part on the financial strength of the Municipal Bond Insurer and its claims paying ability. The Municipal Bond Insurer's financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Municipal Bond Insurer and the ratings on the Insured Bonds will not be subject to downgrade and such event could adversely affect the market price of the Insured Bonds or the marketability (liquidity) for the Insured Bonds. See "RATINGS" herein.

The obligations of the Municipal Bond Insurer under the Policy and the Reserve Fund Insurance Policy are unsecured contractual obligations and in an event of default by the Municipal Bond Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.

No Acceleration Provision
The 2022 Bonds and the Fiscal Agent Agreement do not contain a provision allowing for the acceleration of the 2022 Bonds in the event of a payment default or other default under the terms of the 2022 Bonds or the Fiscal Agent Agreement or in the event interest on the 2022 Bonds becomes included in gross income for federal income tax purposes.

Taxability Risk
As discussed herein under the caption "TAX MATTERS," interest on the 2022 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2022 Bonds were issued, as a result of future acts or omissions of the Authority in violation of its covenants in the Fiscal Agent Agreement. There is no provision in the 2022 Bonds or the Fiscal Agent Agreement for special redemption or acceleration or for the payment -40-

of additional interest should such an event of taxability occur, and the 2022 Bonds will remain outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Fiscal Agent Agreement.

In addition, as discussed under the caption "TAX MATTERS," Congress has considered in the past, and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the 2022 Bonds.

Prospective purchasers of the 2022 Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The Authority can provide no assurance that federal tax law will not change while the 2022 Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the 2022 Bonds from gross income for federal income tax purposes. If the exclusion of interest on the 2022 Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the 2022 Bonds would be adversely impacted.

Enforceability of Remedies
The remedies available to the Fiscal Agent and the registered owners of the 2022 Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the 2022 Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the 2022 Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.

Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement.

No Secondary Market
No representation is made concerning any secondary market for the 2022 Bonds. There can be no assurance that any secondary market will develop for the 2022 Bonds. Investors should understand the long-term and economic aspects of an investment in the 2022 Bonds and should assume that they will have to bear the economic risks of their investment to maturity.

An investment in the 2022 Bonds may be unsuitable for any investor not able to hold the 2022 Bonds to maturity.

Proposition 218
An initiative measure entitled the "Right to Vote on Taxes Act" (the "Initiative") was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local governments to impose taxes and property -related assessments, fees and charges." Provisions of the Initiative have been and will continue to be interpreted by the courts. The Initiative could potentially impact the Special Taxes otherwise available to the District to pay the principal of and interest on the 2022 Bonds as described below. -41-

Among other things, Section 3 of Article XIIIC states, "...the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure, which includes notice, hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax.

However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, the Governor of the State signed a bill into law enacting Government Code Section 5854, which states that:

Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution.

Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the 2022 Bonds.

It may be possible, however, for voters or the District or the Board of Directors of the Authority acting as the legislative body of the District to reduce the Special Taxes in a manner that does not interfere with the timely repayment of the 2022 Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels.

Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the 2022 Bonds.

Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses (as defined in the Fiscal Agent Agreement). Nevertheless, the Authority has covenanted that it will not consent to, or conduct proceedings with respect to, a reduction in the maximum Special Taxes that may be levied in the District on Developed Property below an amount, for any Bond Year, equal to 110% of the aggregate of the debt service due on the 2022 Bonds in such Bond Year, plus a reasonable estimate of Administrative Expenses for each such Bond Year. However, no assurance can be given as to the enforceability of the foregoing covenant.

The interpretation and application of Article XIIIC and Article XIIID will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See "—Enforceability of Remedies." Ballot Initiatives
Articles XIIIC and XIIID of the California Constitution were adopted pursuant to measures qualified for the ballot pursuant to California's constitutional initiative process, and the State Legislature has in the past enacted legislation that has altered the spending limitations or established minimum funding provisions for particular activities. On March 6, 1995 in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiatives. From time to time, other initiative -42-

measures could be adopted by California voters or legislation enacted by the legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State, the Authority, or local districts to increase revenues or to increase appropriations.

IRS Audit of Tax -Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the 2022 Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the 2022 Bonds might be affected as a result of such an audit of the 2022 Bonds (or by an audit of similar bonds). See "TAX MATTERS."

TAX MATTERS
Federal tax law contains a number of requirements and restrictions which apply to the 2022 Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The Authority has covenanted in the Fiscal Agent Agreement to comply with all requirements that must be satisfied in order for the interest on the 2022 Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the 2022 Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the 2022 Bonds.

Subject to the Authority's compliance with the above -referenced covenants, under present law, in the opinion of Quint & Thimmig LLP, Bond Counsel, interest on the 2022 Bonds is excludable from the gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax under the Internal Revenue Code of 1986, as amended (the "Code").

In rendering its opinion, Bond Counsel will rely upon certifications of the Authority with respect to certain material facts within the Authority's knowledge. Bond Counsel's opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result.

Ownership of the 2022 Bonds may result in collateral federal income tax consequences to certain taxpayers. Prospective purchasers of the 2022 Bonds should consult their tax advisors as to applicability of any such collateral consequences.

The issue price (the "Issue Price") for each maturity of the 2022 Bonds is the price at which a substantial amount of such maturity of the 2022 Bonds is first sold to the public. The Issue Price of a maturity of the 2022 Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the inside cover page of this Official Statement.

If the Issue Price of a maturity of the 2022 Bonds is less than the principal amount payable at maturity, the difference between the Issue Price of each such maturity, if any, of the 2022 Bonds (the "OID 2022 Bonds") and the principal amount payable at maturity is original issue discount.

For an investor who purchases an OID 2022 Bond in the initial public offering at the Issue Price for such maturity and who holds such OID 2022 Bond to its stated maturity, subject to the condition that the Authority comply with the covenants discussed above, (a) the full -43-

amount of original issue discount with respect to such OID 2022 Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) such owner will not realize taxable capital gain or market discount upon payment of such OID 2022 Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations under the Code, as described above; and (d) the accretion of original issue discount in each year may result in an alternative minimum tax liability for corporations or certain other collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. Owners of OID 2022 Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID 2022 Bonds.

Owners of 2022 Bonds who dispose of 2022 Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase 2022 Bonds in the initial public offering, but at a price different from the Issue Price or purchase 2022 Bonds subsequent to the initial public offering should consult their own tax advisors.

If a 2022 Bond is purchased at any time for a price that is less than the 2022 Bond's stated redemption price at maturity or, in the case of an OID 2022 Bond, its Issue Price plus accreted original issue discount reduced by payments of interest included in the computation of original issue discount and previously paid (the "Revised Issue Price"), the purchaser will be treated as having purchased a 2022 Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a 2022 Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as it accrues. Such treatment would apply to any purchaser who purchases an OID 2022 Bond for a price that is less than its Revised Issue Price even if the purchase price exceeds par. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such 2022 Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the 2022 Bonds.

An investor may purchase a 2022 Bond at a price in excess of its stated principal amount.

Such excess is characterized for federal income tax purposes as "bond premium" and must be amortized by an investor on a constant yield basis over the remaining term of the 2022 Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor's basis in the 2022 Bond. Investors who purchase a 2022 Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the 2022 Bond's basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the 2022 Bond.

There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the 2022 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the 2022 Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.
-44-

The Internal Revenue Service (the "Service") has an ongoing program of auditing tax- exempt obligations to determine whether, in the view of the Service, interest on such tax- exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the 2022 Bonds. If an audit is commenced, under current procedures the Service may treat the Authority as a taxpayer and the 2022 Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the 2022 Bonds until the audit is concluded, regardless of the ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations, including the 2022 Bonds, are in certain cases required to be reported to the Service.

Additionally, backup withholding may apply to any such payments to any 2022 Bond owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any 2022 Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes.

In the further opinion of Bond Counsel, interest on the 2022 Bonds is exempt from California personal income taxes.

Ownership of the 2022 Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the 2022 Bonds. Prospective purchasers of the 2022 Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.

The complete text of the final opinion that Bond Counsel expects to deliver upon issuance of the 2022 Bonds is set forth in Appendix D.

LEGAL MATTERS
Concurrent with the issuance of the 2022 Bonds, Quint & Thimmig LLP, Larkspur, California, Bond Counsel, will render its opinion substantially in the form set forth in Appendix D to this Official Statement. Certain legal matters with respect to the 2022 Bonds will be passed upon for the Authority and the District by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in their capacity as attorneys for the Authority, and for the Authority by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel.

Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. Payment of the fees and expenses of Bond Counsel, Disclosure Counsel and Underwriter's Counsel is contingent on the issuance of the 2022 Bonds.

From time to time Bond Counsel and Disclosure Counsel represents the Underwriter on matters unrelated to the 2022 Bonds.

RATINGS
S&P Global Ratings, ("S&P") is expected to assign to the Insured Bonds (being the Bonds maturing on September 1 in the years through and including ) its municipal bond rating of " " with the understanding that the Policy insuring the payment when due of the principal of and interest on the Insured Bonds will be issued concurrently by the Bond -45-

Insurer with the delivery of the Insured Bonds. The 2022 Bonds have received the underlying rating of " by S&P. Such ratings reflects only the views of S&P, and any desired explanation of the significance of such ratings may be obtained from S&P Global Ratings.

Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own.

There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2022 Bonds.

Except as otherwise required in the Continuing Disclosure Certificate, the City undertakes no responsibility either to bring to the attention of the owners of any Bonds any downward revision or withdrawal of any ratings obtained or to oppose any such revision or withdrawal. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

NO LITIGATION
The Authority is not aware of any pending or threatened litigation challenging the validity of the 2022 Bonds, the Special Taxes securing the 2022 Bonds, or any action taken by the Authority in connection with the formation of the District, the levying of the Special Taxes or the issuance of the 2022 Bonds.

MUNICIPAL ADVISOR
The Authority has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as its Municipal Advisor (the "Municipal Advisor") in connection with the authorization and delivery of the 2022 Bonds. The Municipal Advisor has assisted in various matters relating to the planning, structuring and sale of the 2022 Bonds. The Municipal Advisor has not independently verified any of the data contained in the Official Statement or conducted a detailed investigation of the affairs of the Authority or the District to determine the accuracy or completely of this Official Statement.

UNDERWRITING
The 2022 Bonds are being purchased through negotiation by Stifel, Nicolaus & Company, Incorporated (the "Underwriter"). The Underwriter agreed to purchase the 2022 Bonds at a price of $ (which is equal to the par amount of the 2022 Bonds, plus (less) a net original issue premium (discount) of $ , and less an underwriter's discount of $ ). The initial public offering prices set forth on the inside cover page may be changed by the Underwriter. The Underwriter may offer and sell the 2022 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof.

The Underwriter has entered into an agreement with its affiliate, Vining -Sparks IBG, LLC for the distribution of certain municipal securities offerings at the original issue price.

Pursuant to that distribution agreement, Vining -Sparks may purchase the 2022 Bonds from the Underwriter at the original issue price less a negotiated portion of the selling concession applicable to any 2022 Bonds that Vining -Sparks sells. -46-

CONTINUING DISCLOSURE
The Authority has covenanted in a Continuing Disclosure Agreement for the benefit of the Owners of the 2022 Bonds to provide Annual Reports that include certain annual financial information and operating data, and to provide notices of the occurrence of certain enumerated events. The Authority has retained Webb Municipal Finance, LLC to act as the Dissemination Agent under the Continuing Disclosure Agreement. The Authority or the Dissemination Agent, on behalf of the Authority, will file the Annual Reports and notices as required by the Continuing Disclosure Agreement with the Municipal Securities Rulemaking Board. See Appendix E — "Form of Continuing Disclosure Agreement" for the complete text of the Authority's Continuing Disclosure Agreement. The covenants of the Authority in the Continuing Disclosure Agreement have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) (the "Rule") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

A failure by the Authority to comply with the provisions of the Continuing Disclosure Agreement is not an event of default under the Fiscal Agent Agreement (although the holders and beneficial owners of the 2022 Bonds do have remedies at law and in equity). However, a failure to comply with the provisions of the Continuing Disclosure Agreement must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the 2022 Bonds. Therefore, a failure by the Authority to comply with the provisions of the Continuing Disclosure Agreement may adversely affect the marketability of the 2022 Bonds on the secondary market.

During the last five Fiscal Years, the Authority has complied in all material respects with its obligations under several continuing disclosure agreements entered into in connection with various community facilities district special tax bonds that it has issued. -47-

MISCELLANEOUS
Included herein are brief summaries of certain documents, which summaries do not purport to be complete or definitive, and reference is made to such documents for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority or the District and the purchasers or Owners of any of the 2022 Bonds.

The execution and delivery of this Official Statement has been duly authorized by the Board of Directors of the Authority, acting as the legislative body of the District. 20009.19:J18108

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO.03-03 (WOLF CREEK)
BE
Treasurer
-48-

APPENDIX A

GENERAL, ECONOMIC, AND DEMOGRAPHIC

INFORMATION RELATING TO THE CITY OF TEMECULA
The following information is provided for background purposes only. The City of Temecula has no liability or responsibility whatsoever with respect to the 2022 Bonds or the Fiscal Agent Agreement.

Although reasonable efforts have been made to include up-to-date information in this Appendix A, some of the information is not current due to delays in reporting of information by various sources. It should not be assumed that the trends indicated by the following data would continue beyond the specific periods reflected herein.

Introduction
The City. The City of Temecula (the "City") is located in southwestern Riverside County, California. The City was incorporated on December 1, 1989. Temecula is bordered by the City of Murrieta to thpe north and the Pechanga Indian Reservation and San Diego County to the south. The City of Temecula forms the southwestern anchor of the Inland Empire region.

Temecula is an affluent community. The City is supported by high median and mean income levels as well as the city's favorable tourism and resort industries. The city is a prominent tourist destination, with the Temecula Valley Wine Country, Old Town Temecula, the Temecula Valley Polo Club, the Temecula Valley Balloon & Wine Festival, the Temecula Valley International Film Festival, championship golf courses, and resort accommodations attracting a significant amount of tourists.

The City is a general law city, which operates under a council-manager form of government. The City Council consists of five members elected by district to staggered four- year terms. Each year, the City Council elects a Mayor and a Mayor Pro Tern amongst themselves to serve for one calendar year. The Mayor, who has equal legislative power with fellow members of the City Council, serves as the ceremonial leader of the city and as the presiding officer of the bi-weekly City Council meetings.

The County. Riverside County, California (the "County") is the 4th-most populous county in California and the 11th-most populous in the United States. The County name was taken from the city of Riverside, which is the county seat.

Roughly rectangle -shaped, Riverside County covers 7,208 square miles (18,670 km2) in Southern California, spanning from the Greater Los Angeles area to the Arizona border.

Geographically, the county is mostly desert in the central and eastern portions of the county and is a Mediterranean climate in the western portion of the county. Most of Joshua Tree National Park is located in the county.

The resort cities of Palm Springs, Palm Desert, Indian Wells, La Quinta, Rancho Mirage, and Desert Hot Springs are all located in the Coachella Valley region of Riverside County. Large numbers of Los Angeles area workers have moved to the county to take advantage of its relatively affordable housing. Alongside neighboring San Bernardino County, it was one of the fastest growing regions in the state prior to the recent changes in the regional economy. In addition, smaller, but significant, numbers of people have been moving into Southwest Riverside County from the San Diego -Tijuana metropolitan area.

A-1

Population
The table below summarizes population of the City, the County, and the State of California for the last five years.

CITY OF TEMECULA, RIVERSIDE COUNTY, and CALIFORNIA
Population
City of
Riverside
State of
Year
Temecula
County
California
2017
111,556
2,374,555
39,352,398
2018
112,243
2,397,662
39,519,535
2019
112,561
2,419,057
39,605,361
2020
112,512
2,440,719
39,648,938
2021
112,771
2,545,453
39,466,855
Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2011-21, with 2010 Census Benchmark.

Employment
The following table summarizes historical employment and unemployment for the County, the State of California and the United States:

RIVERSIDE COUNTY, CALIFORNIA, and UNITED STATES
Civilian Labor Force, Employment, and Unemployment
(Annual Averages)
Unemployment
Year Area Labor Force Employment Unemployment Rate (')
2016 Riverside County 1,051,800 988,000 63,800 6.1%
California 19,102,700 18,065,000 1,037,700 5.4
United States 159,187,000 151,436,000 7,751,000 4.9
2017 Riverside County
1,072,500
1,016,200
56,300

5.2 California
19,312,000
18,393,100
918,900

4.8 United States
160,320,000
153,337,000
6,982,000

4.4 2018 Riverside County
1,092,400
1,044,600
47,800

4.4 California
19,398,200
18,582,800
815,400

4.2 United States
162,075,000
155,761,000
6,314,000

3.9 2019 Riverside County
1,014,000
1,057,900
46,100

4.2 California
19,411,600
18,627,400
784,200

4.0 United States
163,539,000
157,538,000
6,001,000

3.7 2020�2) Riverside County
1,107,700
997,700
110,000

9.9 California
18,821,200
16,913,100
1,908,100

10.1 United States
160,742,000
147,795,000
12,947,000

8.1 Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2010-20, and US Department of Labor.
(1) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures available in this table.
(2) Latest available full -year data.

A-2

Major Industries in the City and the County
The following tables list the ten largest employers in the City and in the County by employment in 2021.

CITY OF TEMECULA
Top 10 Employers
as of June 30, 2021
% of Total
City
Employer
Employees
Employment
Temecula Valley USD
3,000

4.83%
Abbott Laboratories
1,500

2.42 Temecula Valley Hospital
1,045

1.68 Infineon Technologies
566
.91
Walmart
538
.87
Costco Wholesale
520
.84
Southwest Traders, Inc.
484
.78
Milgard Manufacturing Inc.
468
.75
The Scotts Company
456
.73
FFF Enterprises
366
.59
Total Top 10
62,000

14.40 Source: City of Temecula FY2020-21 ACFR.

RIVERSIDE COUNTY
Top 10 Employers
as of June 30, 2021
of Total
County
Employer
Employees
Employment
County of Riverside
22,952

2.23%
Amazon
10,500

1.02 March Air Reserve Base
9,600
.93
UC Riverside
8,909
.87
Stater Brothers Markets
8,304
.81
Moreno Valley USD
6,250
.61
Kaiser Permanente
5,780
.56
Corona -Norco USD
5,478
.53
Hemet USD
4,460
.43
Ross Dress for Less
4,313
.42
Total Top 10
86,546

8.41 Source: Riverside County FY2020-21 ACFR.

A-3

Construction Activity
The following tables reflects the five-year history of building permit valuation for the City and the County:

CITY OF TEMECULA
Building Permits and Valuation
(Dollars in Thousands)
2016 2017
2018
2019 2020(')
Permit Valuation:

New Single-family
$ 37,447 $19,390
$17,052
$10,707 $ 47,734
New Multi -family
12,354 2,556
-
14,538 2,512
Res. Alterations/Additions
13,683 5,154
6,381
4,295 7,462
Total Residential
63,485 27,101
23,433
29,542 57,708
Total Nonresidential
40,652 38,940
33,469
28,911 23,605
Total All Building
104,137 66,042
56,903
58,453 81,314
New Dwelling Units:

Single Family
161 86
90 54 261
Multiple Family
140 30
-
169 39
Total
301 116
90 223 300

RIVERSIDE COUNTY
Building Permits and Valuation
(Dollars in Thousands)
2016 2017
2018
2019 2020(')
Permit Valuation:

New Single-family
$1,526,767 $1,670,541
$ 2,200,020
$1,834,821 $ 2,315,365
New Multi -family
106,291 109,308
232,706
282,465 93,149
Res. Alterations/Additions
126,474 123,566
125,353
158,117 110,788
Total Residential
1,759,534 1,903,417
2,558,080
2,275,4044 2,519,303
Total Nonresidential
1,346,019 1,433,690
1,959,680
1,285,855 1,153,777
Total All Building
3,105,554 3,337,107
4,517,761
3,561,260 3,673,080
New Dwelling Units:

Single Family
5,662 6,265
7,540
6,563 8,443
Multiple Family
1,039 1,070
1,628
1,798 723
Total
6,701 7,335
9,168
8,461 9,166
Source: Construction Industry Research Board: "Building Permit Summary.

Note: Columns may not sum to totals due to independent rounding. (1) Latest available full year data.

Household Effective Buying Income
"Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor -related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner -occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance).

Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S.

A-4

government definitions, the resultant figure is commonly known as "disposable personal income."
The following table summarizes the median household effective buying income for the City, the County, the State and the nation for the past five years.

CITY OF TEMECULA, RIVERSIDE COUNTY,

STATE OF CALIFORNIA AND UNITED STATES
Median Household Effective Buying Income
2017
2018
2019
2020
2021
City of Temecula
$ 73,926
$ 77,298
$ 82,329
$ 82,910
$ 93,861
Riverside County
54,014
55,565
59,928
60,865
70,961
California
59,646
62,637
65,870
67,956
77,058
United States
50,735
52,841
55,303
56,790
64,448
Source: Nielsen, Inc.

A-5

APPENDIX B

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-03
(WOLF CREEK)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax shall be levied and collected on all Taxable Property located within the boundaries of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek), ("CFD"). The amount of Special Tax to be levied in each Fiscal Year, commencing in Fiscal Year 2004-2005 on a Parcel shall be determined by the Board of Directors of the Temecula Public Financing Authority or its designee, acting in its capacity as the legislative body of the CFD by applying the appropriate Special Tax as set forth in Sections B., C., and D., below. All of the real property within the CFD, unless exempted by law or by the provisions in Section E., shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre or Acreage" means the land area of a Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other similar recorded County instrument. "Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1 of Division 2 of Title 5 of the California Government Code of the State of California. "Administrative Expenses" the actual or reasonably estimated costs directly related to the administration of the CFD, including but not limited to: the costs of computing the Special Taxes and of preparing the annual Special Tax collection schedules (whether by the CFD Administrator or designee thereof or both); the costs of collecting the Special Taxes (whether by the Authority, County, City, or otherwise); the costs of remitting the Special Taxes to the Trustee for any Bonds; the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes; the costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; the costs of the Authority, City or designee in complying with arbitrage rebate and disclosure requirements of applicable federal and State securities laws, the Act and the California Government Code, including property owner inquiries regarding the Special Taxes; the costs associated with the release of funds from any escrow account; the costs of the Authority, City or designee related to an appeal of the Special Tax; and an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing. Administrative Expenses shall also include amounts advanced by the City or the Authority for any administrative purposes of the CFD. "Approved Property" means for any Fiscal Year, all Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) for which a building permit was not issued prior to the April 1st preceding the Fiscal Year in which the Special Tax is being levied. "Assessor's Parcel Map" means an official map of the County designating parcels by a parcel number.
"Assigned Special Tax" means each Land Use Category of Developed Property, as determined in accordance with Section C., below.

"Authority" means the Temecula Public Financing Authority. "Backup Special Tax" means the Special Tax A applicable to each Parcel of Developed Property, as determine in accordance with Section C.1.b. below.
"Board of Directors" means the Board of Directors of the Authority, acting as the legislative body of the CFD.
"Bonds" means any bonds or other indebtedness (as defined in the Act) issued by the CFD and secured by the levy of Special Taxes.
"CFD" means Community Facilities District No. 03-03 (Wolf Creek) of the Authority established pursuant to the Act.
"CFD Administrator" means the Finance Director of the City, or designee thereof, responsible for determining the Special Tax Requirement and various other amounts described herein and for providing for the levy and collection of the Special Taxes. "City" means the City of Temecula.
"County" means the County of Riverside.
"Developed Property" means all Parcels of Taxable Property, not categorized as Approved Property, Undeveloped Property, Public Property and/or Property Owner's Association Property that are not Exempt Property pursuant to the provisions of Section E., below: (i) that are included in a Final Map that was recorded prior to January 1st preceding the Fiscal Year in which the Special Tax is being levied and (ii) a building permit for new construction has been issued prior to April 1st preceding the Fiscal Year in which the Special Tax is being levied. "Exempt Property" means any Parcel, which is exempt from Special Taxes pursuant to Section E., below.
"Final Map" means a subdivision of property evidenced by the recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or the recordation of a condominium plan pursuant to California Civil Code 1352 that creates individual lots for which building permits may be issued without further subdivision.
"Fiscal Year" means the period starting on July 1st and ending on the following June 30th. "Flood Control Channel" means approximately 23.7 acres of channel located within the Wolf Creek Specific Plan No. 12 approved on January 23, 2001. "Indenture" means the indenture, trust agreement, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Category" means any of the categories listed in Table 1. "Maximum Special Tax" means the Maximum Special Tax A and Maximum Special Tax B. "Maximum Special Tax A" means the maximum amount of Special Tax A, determined in accordance with Section C. below, that can be levied in any Fiscal Year on any Parcel to satisfy the Special Tax A Requirement.

"Maximum Special Tax B" means the maximum amount of Special Tax B, determined in accordance with Section C. below, that can be levied in any Fiscal Year on any Parcel to satisfy the Special Tax B Requirement.
"Multifamily Residential Property" means any Parcel of Residential Property that consists of a building or buildings comprised of attached residential units available for rental but not purchase, by the general public and under common management. "Multiple Land Use Property" means any Developed Property containing more than one Land Use Category (e.g. one structure containing Non -Residential Property on the ground floor and Residential Property on the 2nd floor).
"Non -Residential Floor Area" means all of the square footage within the perimeter of all structures on a Parcel used in part for non-residential purposes, measured from outside wall to outside wall, exclusive of overhangs, porches, patios, carports, or similar spaces attached to the building but generally open on at least two sides, as determined by reference to the building permit(s) issued for said Parcel, or if these are not available, as otherwise determined by the CFD Administrator. Once such determination has been made for a Parcel, it shall remain fixed in all future Fiscal Years.
"Non -Residential Property" means all Parcels of Developed Property for which a building permit was issued for any type of non-residential use.
"Parcel(s)" means a lot or parcel shown on an Assessor's Parcel Map with an assigned parcel number as of January 1st preceding the Fiscal Year for which the Special Tax is being levied. "Property Owner's Association Property" means any property within the boundary of the CFD, which, as of January 1st of the preceding Fiscal Year for which the Special Tax is being levied has been conveyed, dedicated to, or irrevocably dedicated to a property owner association, including any master or sub -association.
"Proportionately" means for Developed Property that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Parcels of Developed Property and for Approved Property, Undeveloped Property, Public Property and / or Property Owners Association Property that is not Exempt Property pursuant to Section E., that the ratio of actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all such Parcels. "Public Property" means any property within the boundary of the CFD which, as of January 1st of the preceding Fiscal Year for which the Special Tax is being levied is used for rights -of -way or any other purpose and is owned by, dedicated to, or irrevocably offered for dedication to the federal government, the State of California, the County, City or any other local jurisdiction, provided, however, that any property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use. "Public School District Property" means 33 acres that are acquired or known to the CFD Administrator to be acquired by Temecula Valley Unified School District located within the Wolf Creek Specific Plan No. 12 approved on January 23, 2001, or as subsequently modified, supplemented or amended.
"Residential Floor Area" means all of the square footage within the perimeter of a residential structure, not including any carport, walkway, garage, overhang, patio, enclosed patio, or similar area. The determination of Residential Floor Area shall be made by the CFD Administrator with reference to the building permit(s) issued for such Assessor's Parcel or other appropriate means selected by the CFD Administrator. Once such determination has been made for a parcel, it shall remain fixed in all future Fiscal Years.

"Residential Property" means all Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units. "Special Tax(es)" means Special Tax A or Special Tax B. "Special Tax A" means the Special Tax to be levied in each Fiscal Year on each Parcel of Developed Property, Approved Property, Undeveloped Property, Property Owner Association Property and Public Property that is not Exempt Property pursuant to the provisions in Section E., to fund the Special Tax A Requirement, and shall include Special Taxes levied or to be levied under Sections D., below.
"Special Tax B" means the Special Tax to be levied in each Fiscal Year on each Parcel of Developed Property, Approved Property, Undeveloped Property, Property Owner Association Property and Public Property that is not Exempt Property pursuant to the provisions in Section E., to fund the Special Tax B Requirement, and shall include Special Taxes levied or to be levied under Sections D., below.
"Special Tax A Requirement" means that amount required in any Fiscal Year to pay: (i) annual debt service on all outstanding Bonds due in the calendar year which commences in such Fiscal Year; (ii) periodic costs on the Bonds, including but not limited to, credit enhancement and rebate payments on the Bonds; (iii) Administrative Expenses; (iv) an amount equal to any anticipated shortfall due to Special Tax A delinquency in the prior Fiscal Year; and (v) any amounts required to establish or replenish any reserve funds for the outstanding Bonds; less (vi) a credit for funds available to reduce the annual Special Tax A levy as determined pursuant to the Indenture.
"Special Tax B Requirement" means that amount required in any Fiscal Year to pay the estimated costs of providing services, including the salaries of City staff related to and a proportionate share of City overhead costs, for the maintenance of the Flood Control Channel in an amount not to exceed $100,000 for Fiscal Year 2004-2005, increasing by 2% each Fiscal Year thereafter.
"Taxable Property" means all Parcels in the CFD which are not exempt from the Special Tax pursuant to law or Section E., below.
"Total Floor Area" means for any Parcel identified as Multiple Land Use Property pursuant to Section C.1.c., below, the sum of the Residential Floor Area and Non -Residential Floor Area. "Undeveloped Property" means all Taxable Property not classified as Developed Property, Approved Property, Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the provisions of Section E.

B. ASSIGNMENT TO LAND USE CATEGORY
Each Fiscal Year, commencing with the 2004-2005 Fiscal Year, all Parcels of Taxable Property within the CFD shall be categorized as either Developed Property, Approved Property, Undeveloped Property, Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the provisions in Section E., and shall be subject to the levy of Special Taxes in accordance with this Rate and Method of Apportionment as determined pursuant to Sections C., and D., below.

Parcels of Developed Property shall further be categorized as Residential Property, Non - Residential Property, or Multiple Land Use Property. A Parcel of Residential Property shall further be categorized to its appropriate Land Use Category based on the Residential Floor Area of such Parcel unless it qualifies as Multifamily Residential Property, for which the Assigned Special Tax shall be based on the number of Acres.

C. MAXIMUM SPECIAL TAX RATE

1. Developed Property
The Maximum Special Tax A for each Parcel of Residential Property that is categorized as Developed Property shall be the greater of: (i) the applicable Assigned Special Tax described in Table 1., below, or (ii) the amount derived by application of the Backup Special Tax A.

The Maximum Special Tax A for each Parcel of Non -Residential Property or Multifamily Residential Property shall be the Assigned Special Tax described in Table 1.

The Maximum Special Tax B for each Parcel of Residential Property other than Multifamily Residential Property shall be $58.00 per unit. The Maximum Special Tax B for each parcel of Non -Residential Property or Multifamily Residential Property shall be $385 per acre. These amounts shall increase by 2.00% each year following Fiscal Year 2004-2005.

The Maximum Special Tax for each Parcel categorized as Developed Property shall be the Maximum Special Tax A plus the Maximum Special Tax B.
a. Assigned Special Tax
The Assigned Special Tax for each Parcel of Developed Property, except Multiple Land Use Property, is shown in Table 1., below.

TART.F. 1
Assigned Special Taxes for Developed Property
Land Use Category
Taxable
Unit
Residential Floor Area
Assigned
Special Tax Per
Taxable Unit
A - Residential Property
D/U
4,000 or more sq. ft.
$2,294
B - Residential Property
D/U
3,600 or more, but less than 4,000 sq. ft.
$1,599
C - Residential Property
D/U
3,200 or more, but less than 3,600 sq. ft.
$1,538
D - Residential Property
D/U
2,800 or more, but less than 3,200 sq. ft.
$1,360
E - Residential Property
D/U
2,400 or more, but less than 2,800 sq. ft.
$1,229
F - Residential Property
D/U
2,000 or more, but less than 2,400 sq. ft.
$1,120
G - Residential Property
D/U
Less than 2,000 sq. ft.
$987
H - Multifamily Residential Property
Acre
N/A
$9,374
I - Non -Residential Property
Acre
N/A
$6,404
b. Backu1 Special Tax
The Backup Special Tax shall be $9,374 per Acre for Parcels of Developed Property that are included in a Final Map.

Notwithstanding the foregoing, if parcels of Residential property are subsequently changed or modified by recordation of a lot line adjustment or similar instrument, then the Backup Special Tax shall be recalculated.

C. Multiple Land Use Property
In some instances a Parcel of Developed Property may contain more than one Land Use Category. The Assigned Special Tax levied on such a Parcel shall be the sum of the Assigned Special Tax levies for all Land Use Categories located on that Parcel. The Backup Special Tax A levied on a Parcel shall be the sum of the Backup Special Tax A levies that can be imposed on all Land Use Categories located on that Parcel. The Maximum Special Tax A levied on a Parcel shall be the sum of the Maximum Special Tax A levies that can be imposed on all Land Use Categories located on that Parcel.

For purposes of calculating the Backup Special Tax A (but not the Assigned Special Tax) for each Land Use Category under such circumstances, the Acreage assigned to each Land Use Category shall be based on the proportion of Residential Floor Area or Non -Residential Floor Area that is built for each Land Use Category as compared with the Total Floor Area built on the Parcel. The CFD Administrator shall determine all allocations made under this section, and all such allocations shall be final.

2. Approved Property
The Maximum Special Tax A for each Parcel of Approved Property shall be $9,374 per Acre.

The Maximum Special Tax B for each Parcel of Approved Property shall be $385 per Acre and shall increase by 2.00% each year following Fiscal Year 2004-2005. The Maximum Special Tax for each Parcel categorized as Approved Property shall be the Maximum Special Tax A plus the Maximum Special Tax B.

3. Undeveloped Property
The Maximum Special Tax A for each Parcel of Undeveloped Property shall be $9,374 per Acre. The Maximum Special Tax B for each Parcel of Undeveloped Property shall be $385 per Acre and shall increase by 2.00% each year following Fiscal Year 2004-2005. The Maximum Special Tax for each Parcel categorized as Undeveloped Property shall be the Maximum Special Tax A plus the Maximum Special Tax B.

4. Public Property and/or Property Owner's Association Property that is not Exempt Property pursuant to the provisions of Section E.

The Maximum Special Tax for each Parcel of Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the provisions of Section E, shall be $9,374 per Acre.

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2004-2005 and for each following Fiscal Year, the CID Administrator shall levy the Special Tax on all Taxable Property as follows:

First: The Special Tax A shall be levied Proportionately on each Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rate in Table 1 as needed to satisfy the Special Tax A Requirement. The Special Tax B shall be levied Proportionately on each Parcel of Developed Property at up to 100% of the Maximum Special Tax B as needed to satisfy the Special Tax B requirement;
Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property. If additional moneys are needed to satisfy the Special Tax B Requirement after the first step has

been completed, the Special Tax B shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax B for Approved Property; Third: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Special Tax A shall be levied Proportionately on each Parcel of Undeveloped Property at up to 1007o of the Maximum Special Tax A for Undeveloped Property. If additional moneys are needed to satisfy the Special Tax B Requirement after the first two steps have been completed, the Special Tax B shall be levied Proportionately on each Parcel of Undeveloped Property at up to 1007o of the Maximum Special Tax B for Undeveloped Property;
Fourth: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Special Tax A to be levied on each Parcel of Developed Property whose Maximum Special Tax A is derived by the application of the Backup Special Tax shall be increased in equal percentages from the Assigned Special Tax up to the Maximum Special Tax A for each such Parcel;
Fifth: If additional moneys are needed to satisfy the Special Tax Requirement A after the first four steps have been completed, the Special Tax A shall be levied Proportionately on each Parcel of Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to the provisions of Section E., at up to 100% of the Maximum Special Tax A.

Notwithstanding the above, under no circumstances will the Special Taxes levied against any Parcel of Residential Property be increased by more than ten percent (10%) per Fiscal Year as a consequence of delinquency or default by the owner of any other Parcel within the CFD.

E. EXEMPTIONS
The Board shall not levy Special Taxes on up to 33 Acres of Public School District Property. Any residential development or non-residential development occurring within these 33 Acres shall be assigned to the appropriate land use category as defined in Section B and will be taxed at the rates listed under Table 1 in Section C.

The Board shall further not levy Special Taxes up to 232 Acres of Public Property and/or Property Owner's Association Property of the CFD. The CFD Administrator will assign Exempt Property status in the chronological order in which property becomes Public Property and / or Property Owner's Association Property.

After the limit of Acres within each of the above has been reached, the Maximum Special Tax A obligation for any additional Public Property and / or Property Owner's Association Property shall be prepaid in full pursuant to Section H., prior to the transfer or dedication of such property. Until the Maximum Special Tax A obligation is prepaid as provided for in the preceding sentence, the Public Property and / or Property Owner's Association Property within the CFD shall be subject to the levy of the Special Tax as provided for in the fifth step in Section D.

F. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary Ad valorem property taxes and shall be subject to the same penalties, the same procedure, sale and lien priority in the case of delinquency; provided, however, that the CFD Administrator may directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Parcels having delinquent Special Taxes as permitted by the Act.

G. REVIEW AND APPEAL
Any taxpayer may file a written appeal of the Special Tax levied on his/her property with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes.

During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant's property. No refunds of previously paid Special Taxes shall be made.

H. PREPAYMENT OF SPECIAL TAX
The following definitions apply to this Section H:
"CFD Public Facilities means $25,800,000 expressed in 2003 dollars, which shall increase by the Construction Inflation Index on July 1, 2004, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the public facilities under the authorized bonding program of the CFD, or (ii) shall be determined by the Board of Directors concurrently with a covenant that it will not issue any more Bonds to be supported by Special Taxes levied under this Rate and Method of Apportionment. "Construction Fund" means an account specifically identified in the Indenture to hold funds that are currently available for expenditure to acquire or construct public facilities eligible to be funded by the CFD under the Act.
"Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the City of Los Angeles, measured as of the calendar year, which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering New -Record Building Cost Index for the City of Los Angeles.
"Future Facilities Costs" means the CFD Public Facilities minus public facility costs funded or available to be funded by the amount in the Construction Fund, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment.
"Outstanding Bonds" means all previously issued Bonds secured by the levy of Special Taxes, which will remain outstanding after the first interest and / or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Special Taxes.

1. Prepayment in Full — Special Tax A
The Maximum Special Tax A obligation may only be prepaid and permanently satisfied by a Parcel of Developed Property, Approved Property for which a building permit has been issued, or Public Property and / or Property Owner's Association Property that is not Exempt Property pursuant to Section E, except that a Special Tax B may be levied on such Parcel after the prepayment has occurred. The Maximum Special Tax A obligation applicable to such Parcel may be fully prepaid and the obligation of the Parcel to pay the Special Tax A permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to the Parcel at the time of prepayment. An owner of a Parcel intending to prepay the Maximum Special Tax A obligation shall provide the CFD Administrator with written notice of intent to prepay, and within 10 business days of receipt of ::

such notice, the CFD Administrator shall notify such owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the proper prepayment amount. Within 5 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount of such Parcel. Prepayment must be made not less than 60 days prior to any redemption date, unless authorized by the CFD Administrator, for any Bonds to be redeemed with the proceeds of such prepaid Special Tax A.

The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below):

Bond Redemption Amount
plus
Redemption Premium
plus
Future Facilities Amount
plus
Defeasance Amount
plus
Administrative Fees and Expenses
less
Reserve Fund Credit
Total: equals
Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as follows:

For Parcels of Developed Property, compute the Maximum Special Tax A for the Parcel to be prepaid. For Parcels of Approved Property to be prepaid, compute the Maximum Special Tax A for that Parcel as though it was already designated as Developed Property, based upon the building permit, which has already been issued for that Parcel. For Parcels of Public Property and / or Property Owner's Association Property to be prepaid, compute the Maximum Special Tax A for that Parcel.

2. Divide the Maximum Special Tax A computed pursuant to paragraph 1 by the total estimated Maximum Special Taxes A based on the Developed Property Special Tax A which could be charged on all expected development, less any Parcels which have been prepaid.

3. Multiply the quotient computed pursuant to paragraph 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond Redemption Amount").

4. Multiply the Bond Redemption Amount computed pursuant to paragraph 3 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium").

5. Compute the Future Facilities Costs.

Multiply the quotient computed pursuant to paragraph 2 by the amount determined pursuant to paragraph 5 to compute the amount of Future Facilities Costs to be prepaid (the "Future Facilities Amount")

7. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and / or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds.

8. Determine the Special Taxes A levied on the Parcel in the current Fiscal Year which have not yet been paid.

Compute the amount the CFD Administrator reasonably expects to derive from the reinvestment of the Bond Redemption Amount less the Future Facilities Amount from the

date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the prepayment.

10. Add the amounts computed pursuant to paragraphs 7 and 8 and subtract the amount computed pursuant to paragraph 9 (the "Defeasance Amount").

11. Verify the administrative fees and expenses, including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming the Outstanding Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the "Administrative Fees and Expenses").

12. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

13. The Maximum Special Tax A prepayment is equal to the sum of the amounts computed pursuant to paragraphs 3, 4, 6, 10 and 11, less the amount computed pursuant to paragraph 12 (the "Prepayment Amount").

14. From the Prepayment Amount, the amounts computed pursuant to paragraphs 3, 4, 10 and 12 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to paragraph 6 shall be deposited into the Construction Fund. The amount computed pursuant to paragraph 11 shall be retained by the CFD.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds.

In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year's Special Tax A levy as determined under paragraph 8 (above), the CFD Administrator shall remove the current Fiscal Year's Special Tax A levy for such Parcel from the County tax rolls. With respect to any Parcel that is prepaid, the Board of Directors shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Tax A and the release of the Special Tax A lien on such Parcel, and the obligation of such Parcel to pay the Special Tax A shall cease. However, Special Tax B shall still be levied on such Parcel.

Notwithstanding the foregoing, no Special Tax A prepayment shall be allowed unless the amount of Maximum Special Tax A that may be levied on Taxable Property after the proposed prepayment is at least 1.10 times the maximum annual debt service on all Outstanding Bonds.

2. Prepayment in Part — Special Tax A
The Maximum Special Tax A on a Parcel of Developed Property or a Parcel of Approved Property for which a building permit has been issued may be partially prepaid in increments of $5,000. The amount of the prepayment shall be calculated as in Section H.1., except that a partial prepayment shall be calculated according to the following formula:

B-10

PP = ((PE —A)x F)+A
These terms have the following meaning:

PP = the partial prepayment
PE = the Prepayment Amount calculated according to Section H.1 F = the percent by which the owner of the Parcel(s) is partially prepaying the Maximum Special Tax A.

A = the Administrative Fees and Expenses calculated according to Section H.1 An owner of a Parcel intending to partially prepay the Maximum Special Tax A shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax A, (ii) the percentage by which the Maximum Special Tax A shall be prepaid, and (iii) the company or agency that will be acting as the escrow agent, if applicable, and within 10 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non- refundable deposit determined to cover the cost to be incurred by the CFD in calculating the proper amount of a partial prepayment. Within 5 business days of receipt of such non- refundable deposit, the CFD Administrator shall notify such owner of the partial Prepayment Amount of such Parcel. Partial prepayment must be made not less than 60 days prior to any redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Tax A.

With respect to any Parcel that is partially prepaid, the CFD Administrator shall (i) distribute the funds remitted to it according to Paragraph 14 of Section H.1., and (ii) indicate in the records of the CFD that there has been a partial prepayment of the Maximum Special Tax A and that a portion of the Maximum Special Tax A equal to the outstanding percentage (1.00 - F) of the remaining Maximum Special Tax A shall continue to be authorized to be levied on such Parcel pursuant to Section D. However, Special Tax B shall still be levied on such Parcel.

I. TERM OF THE SPECIAL TAX
Special Tax A shall be levied for a period not to exceed 50 Fiscal Years, commencing with Fiscal Year 2004-2005.

All Parcels of Taxable Property within CFD No. 03-03 shall continue to be subject to the levy and collection of the Special Tax to satisfy the Special Tax B Requirement.

B-11

APPENDIX C

SUMMARY OF THE FISCAL AGENT AGREEMENT
The following is a summary of certain provisions of the Fiscal Agent Agreement not otherwise described in the text of this Official Statement. This summary does not purport to be comprehensive or definitive and is subject to the complete terms and provisions of the Fiscal Agent Agreement, to which reference is hereby made.
[to come]
C-1

APPENDIX D

FORM OF OPINION OF BOND COUNSEL
June __, 2022
Board of Directors
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
OPINION: $ Temecula Public Financing Authority Community Facilities District 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds Members of the Board of Directors:

We have acted as bond counsel in connection with the issuance by the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), of its $ Temecula Public Financing Authority Community Facilities District 03-03 (Wolf Creek) 2022 Special Tax Refunding Bonds (the 'Bonds") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, a Fiscal Agent Agreement, dated as of June 1, 2022 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, and U.S.

Bank Trust Company, National Association, as fiscal agent, and Resolution No. TPFA 2022- adopted by the Authority on April 26, 2022 (the "Resolution").

In connection with this opinion, we have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Resolution and in the Fiscal Agent Agreement, and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The Authority is duly created and validly existing as a joint exercise of powers authority, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds.

2. The Fiscal Agent Agreement has been duly entered into by the Authority and constitutes a valid and binding obligation of the Authority enforceable upon the Authority.

3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds.

4. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations of the Authority for the District, payable solely from the sources provided therefor in the Fiscal Agent Agreement.

D-1

Board of Directors
Temecula Public Financing Authority
June J 2022

5. Subject to the Authority's compliance with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the alternative minimum tax under the Internal Revenue Code of 1986, as amended. Failure by the Authority to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity.

In rendering this opinion, we have relied upon certifications of the Authority and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Respectfully submitted,
D-2

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated as of June 1, 2022, is by and between WEBB MUNICIPAL FINANCE, LLC, as dissemination agent (the "Dissemination Agent"), and the TEMECULA PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority").

RECITALS:

WHEREAS, the Authority has issued, for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek) (the "District"), its Temecula Public Financing Authority Community Facilities District No. 03-03 (Wolf Creek), 2022 Special Tax Refunding Bonds (the "Bonds") in the initial principal amount of $ and
WHEREAS, the Bonds have been issued pursuant to a Fiscal Agent Agreement, dated as of June 1, 2022 (the "Fiscal Agent Agreement"), by and between U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"), and the Authority, for and on behalf of the District; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the Authority and the Dissemination Agent for the benefit of the owners and beneficial owners of the Bonds and in order to assist the underwriter of the Bonds in complying with S.E.C. Rule 15c2-12(b)(5).

AGREEMENT:

Section 1. Definitions. In addition to the definitions of capitalized terms set forth in Section 1.03 of the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the Recitals above, the following terms shall have the following meanings when used in this Disclosure Agreement:
"Annual Report" means any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding any Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes.
"Disclosure Representative" means the Treasurer, or such person's designee, or such other officer or employee as the Authority shall designate as the Disclosure Representative hereunder in writing to the Dissemination Agent from time to time. "Dissemination Agent" means Webb Municipal Finance, LLC, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation.

Temecula City CouncilApril 26, 2022

Temecula City Council
April 26, 2022