Agenda — Temecula City Council, February 14, 2023 (part 2 of 4)

Exhibit "A" - Page I

Exhibit "A" - Page 2

F§i
Exhibit "A" - Page 3

E XNlelT DA - 4 �, L
Exhibit "A" - Page 4

Exhibit "B-1"
Depiction of Existing Landscape Maintenance Areas Removed by Project h=d Area = 2,319.72 square feet
Exhibit "B-1" - Page 1

QToial Ai ea Vvil hin Public RigN Of Way
Am = 1. U9.73 square %M
Exhibit `B-1" - Page 2

Exhibit "B-2"
Depiction of Landscape Areas within Right of Way Created by Proejct (depicted in yellow)
Ere roW Am WAhn M R Q of way
Area = 2.106.6 square Fee[
1~.SoSW
Exhibit `B-2"

Exhibit "B-3"
Form of Quitclaim Deed for 6,869 Square Foot Remnant Area

RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:

City of Temecula
41000 Main Street
Temecula, California 92590
With a copy to:

Rancon Commerce Center, Phases 2, 3 & 4, Inc.

Attention: Associa Equity Management &
Realty Property Services
42430 Winchester Road
California 92590
[SPACE ABOVE FOR RECORDER'S USE ONLY]
Portions of
The undersigned Grantor declares:
(1) The documentary transfer tax is which is computed on the value of the property conveyed, which is located in the City of Temecula, County of Riverside, State of California. (2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation; (3) This property has no separate value and should not be assessed a separate amount as provided in Revenue & Taxation Code Section 2188.5

QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, the CITY OF TEMECULA, a municipal corporation ("Grantor"), does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER, PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation ("Grantee"), without representation or warranty, express or implied, all of Grantor's right, title, and interest, if any, in and to that certain real property located in the City of Temecula, County of Riverside, State of California, more particularly described on Exhibit "A" and depicted roughly on Exhibit `B" hereto ("Subject Property"), which are attached hereto and incorporated herein by this reference as if set forth in full.

Exhibit `B-3" — Page 1

IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set forth below.

Dated:

Attest:

Randi Johl, City Clerk
CITY OF TEMECULA, a municipal corporation
LOW
Aaron Adams, City Manager
Exhibit `B-3" — Page 2

February 1), 201 I
4hcd 1 gal 2
EXHIBIT "A"

LEGAL DESCRIPTION

REMAINDER PARCEL
(OVERLAND DRIVE)
BEING A PORTION OF LOT 25 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA. COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOT[ 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY. STATE OF CAL€FORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL OF SAID LOT 25 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 25. SAID CORNER

BEING ON THE SOUTHWESTERLY RIGHT-OF-WAY LIFE OF COMMERCE CENTER DRIVE (66.00 FEET WIDE) AS SHOWN ON SAID MAP AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 967.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 53°38'28" EAST (NORTH 53°38'37" EAST PER SAID MAP), THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOT 25 SOUTH 51039'19" WEST A DISTANCE ❑F 154.89 FEET (NORTH 51`41'16' EAST A DISTANCE OF 154.75 FEET PER SAID MAP) TO THE MOST SOUTHERLY CORNER OF SAID LOT 25; THENCE ALONG THE SOUTHWESTERLY LINE THEREOF NORTH 40°28'13' WEST (NORTH 40°28'32" WEST PER SAID MAP) A DISTANCE OF 66,36 FEET; THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 52`46'53" EAST A DISTANCE OF 130.89 FEET; THENCE NORTH 04`12'52" EAST A DISTANCE OF 36,57 FEET TO A POINT ON SAID SOUTHWESTERLY RIGHT-OF-WAY LINE Or

COMMERCE CENTER DRIVE AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 967.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 47'04'44" EAST; THENCE SOUTHEASTERLY ALONG SAID

CURVE AND SAID SOUTHWESTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 06033'44" A ❑ISTANCE OF 11075 FEET TO THE POINT OF BEGINNING, CONTAINING- 6.869 SQ. FT. OR 0.157 ACRE, MORE OR LESS.

EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

Exhibit "B-3" — Page 3

February- 9, 2011
Sheet 2 aft

THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN

CONFORMANCE WITH THE LAND SURVEYORS' ACT,
l.F 'zlu�e- Olt y. .V J J� • 'C '
B. SCOTT EDKI i DATE
LS 7696
Exhibit `B-3" — Page 4

LEGEND

Q INUCA TES RLEAMACER PATS
AREA s 6,859 SQL FT OR U.157 ACRE
P09 WDICA TES POWT Or BEGA ING
( ) MVCh TES RECO p DA TA PER TRACT 16179
(R) XXA TES RADAZ BEARWG
l 4Ma5rAPE MAAMNANCF AWE E ENT PER
AYST. W 9D2, RECMDEV 4WA Y 2a 1987
[ ] EAS�WT TO GENERAL TELEPHOME Ca PER
WST NC. 117S4, RECORVW APW 29, 1987
rASEMENr FAR 1 ON WENT S 5 RESERWO To
PARCOR REAL TY R M r PCP WST Na 2369-TA
RECORDED AX t8, 1987
Ed P5' WDC DRAINAGE EASEMENT PER TRACT 18179
EXHIBIT"B"
REMAINDER PARCEL - LOT 25
(OVERLAND DRIVE)

CITY OF
15 * F PMECT SITE

VICINITY MAP
_�• �

8. SCO� LS 7696 DATE
SHEET I OF 3 SHEETS

PROJECT DESIGN CONSULTANTS
roo F,10r oIr,O " Enalnsarino I Survey
7019 Sark Sift eDo See Dleoa, CA e7141
6192W6471 T41 61 a.23LOUa FX.

DATE SCALE. JC6 r4o.: f
FEE RUARY 09, 201 t WT,S. I —
Exhibit `B-3" — Page 5

lk
EXHIBIT "B'"
REMAINDER PARCEL - LOT 25
(OVERLAND DRIVE)
ai13.zm.8471 T�4 019-23 k.OM Nx
O A TE: SCALE;
JOB NO
FEBR;)ARY 09, 2011
SHEET 2 OF 3 SHEETS
PRG.IECT DESIGN CONSULTANTS
Exhibit `B-3" — Page 6

�TRACT \A4\A
N452P E(fi) ,
24 �\a
r 20'
J6
EXHIBIT "B"
REMAINDER PARCEL - LOT 25
(OVERLAND DRIVE)
CURVE
DEL to
R. DWS
LENO7N
CT
f'4 36'
96T.0'
'
M78
s
.`' e
� . q
r
r4 c -
as PCL
(N533837" �

5. 15
7AA 1i AP -NOf67i8-�
SHEET 3 OF 3 SHEETS

PROJECT DESIGN CONSULTANTS
re F-1-1ng 1 EnSaO-rin9 1 Survey
701 B svaet SLABAW Sin D490• CA B21431
6' 9 735.6471 Tel 61$1d.Cw F&K
dAM SCALE: JOB NO_,
FEBRUARY 09, 2011—_--
Exhibit "B-3" - Page 7

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Riverside
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
Exhibit `B-3" — Page 8

Exhibit ` 13 4"
Form of Quitclaim Deed for 3,91'

RECORDING REQUESTED BY,
AND WHEN RECORDED RETURN TO:

City of Temecula
41000 Main Street
Temecula, California 92590
With a copy to:

Rancon Commerce Center, Phases 2, 3 & 4, Inc.

Attention: Associa Equity Management &
Realty Property Services
42430 Winchester Road
California 92590
7 Square Foot Remnant Area
[SPACE ABOVE FOR RECORDER'S USE ONLY]
Portions of
The undersigned Grantor declares:
(1) The documentary transfer tax is which is computed on the value of the property conveyed, which is located in the City of Temecula, County of Riverside, State of California. (2) This is a conveyance of a common area to a nonprofit, mutual benefit corporation; (3) This property has no separate value and should not be assessed a separate amount as provided in Revenue & Taxation Code Section 2188.5

QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, the CITY OF TEMECULA, a municipal corporation ("Grantor"), does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to RANCON COMMERCE CENTER, PHASES 2, 3 & 4, INC. a California non-profit mutual benefit corporation, without representation or warranty, express or implied, all of Grantor's right, title, and interest, if any, in and to that certain real property located in the City of Temecula, County of Riverside, State of California, more particularly described on Exhibit "A" and depicted roughly on Exhibit `B" hereto ("Subject Property"), which are attached hereto and incorporated herein by this reference as if set forth in full.

Exhibit ` 13 4" — Page 1

IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of the date set forth below.

Dated:

Attest:

Randi Johl, City Clerk
CITY OF TEMECULA, a municipal corporation
LOW
Aaron Adams, City Manager
Exhibit `B-4" — Page 2

FcbTLmr% 9. 2011
sloe[ I ut"
EXHIBIT "A"

LEGAL DESCRIPTION

REMAINDER PARCEL
(OVERLAND DRIVE)
BEING A PORTION OF LOT 14 OF TRACT MAP NO. T6178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE. STATE OF CALIFORNIA, RECORDED AUGUST 8. 1986 AS SHOWN BY MAP ON FILE IN BOOK 160. PAGES 102 THROUGH 104. INCLUSIVE, OF MAPS. OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL OF SAID LOT 14 EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 14, SAID CORNER

BEING ON THE NORTHEASTERLY RIGHT -OF -WRY LINE OF ENTERPRISE CIRCLE WEST (66.00 FEET WIDE) AS SHOWN ON SAID MAP AND ALSO BEING A POINT ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 1483.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 51°07'10" EAST (NORTH 51'13'50" EAST PER SAID MAP); THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID

NORTHEASTERLY RIGHT-OF-WAY LINE THROUGH A CENTRAL ANGLE OF 04'02'39" A DISTANCE OF 104.68 FEET (04"02'49" A DISTANCE OF 104.75 FEET PER SAID MAP) TO THE MOST WESTERLY CORNER OF SAID LOT 14; THENCE LEAVING

SAID NORTHEASTERLY RIGHT-OF-WAY LINE AND ALONG THE NORTHWESTERLY LINE OF SAID LOT 14 NORTH 45°23'22" EAST (NORTH 45"22'10" EAST PER SAID MAP) A DISTANCE OF 5.43 FEET. THENCE LEAVING SAID NORTHWESTERLY LINE SOUTH 85412'39" EAST A DISTANCE OF 23.94 FEET; THENCE NORTH 52`46'53" EAST A DISTANCE OF 138.71 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID LOT 14; THENCE ALONG SAID NORTHEASTERLY LINE SOUTH 40'28'13" EAST (NORTH 40`28'32" WEST PER SAID MAP) A DISTANCE OF 86.36 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 14. THENCE ALONG THE
SOUTHEASTERLY LINE THEREOF SOUTH 51°44'46" WEST A DISTANCE OF 160_09 FEET (NORTH 51°41'18" EAST A DISTANCE OF 160.18 FEET PER SAID MAP) TO THE POINT OF BEGINNING.

CONTAINING: 3,917 SQ. FT. OR 0.090 ACRE. MORE OR LESS.

EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF.

Exhibit "B-4" — Page 3

February 9, 2011
Sheet 2 of

THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN

CONFORMANCE WITH THE LAND SURVEYORS' ACT-
s +o 7-96
B. SCOTT EDKINS D TE 1u�*I
LS 7696
Exhibit `B-4" — Page 4

LEGEND
Q Wtr CATES REMANDER PARCEL
AREA = - NV 50. FT. OR U090 ACRE
Paa WUf W S PaN F OF PECJNNNIG
( ) ?WCA TES RECORD CA TA PER MAC T 1617&
(R) !N=A TES RAOIAL etA171NC
IAI LOOSCAPE MAINTENANCE AC7REEMENT PER
NJSr 141902, RECOROED MAY 20, I-W
IM EASEMENT TO GENERAL taWYONE CG. PER
WST. Ha i 7514, RECORDED APRk 29, 7W
Q 10' WDE EASEMENT FOR m T€ uws rm nRE
PROTEC17CN PER WST 225972, REG�
LULY 5, F969
® I5' WE DRkNAGE EAA'UEN1' PER TRACT T6176
EXHIBIT "IB11
REMAINDER PARCEL - LOT 14
(OVERLAND DRIVE)
OTY OF
} TCULA
S
ti � 91 HH`
*' PROJVE� T SITE : 1
i

VICINITY MAP
� r.► mar!
9 WOTT !N-`; CS 7696 DATE
SHEET 1 OF 3 SHEETS

PROJECT DESIGN CONSULTANTS
P"anning 1 Engir—wring 1 na—y(
NJ 9 svwgt 9,1u wo SOM N&M CA 9214T
eT6.Mm7l TN $T9,U4.OWFU
DATE: SCALE; ---' JOB Nll�:

FEBRUARY 09. 2011 N.T,S.

Exhibit `B-4" — Page 5

Exhibit `B-4" — Page 6

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(Seal)
Exhibit "B-4" — Page 7

Exhibit "C"
Landscaping Distressed During Construction
Commerce Center [)rive & ErrteMrise Cirde West
•1.*YAW Crcku �ruaioo GY WLfiiLr lyad mL• a a-"MAM.OL L 25 5r11 v�a�ai :C4 VIYYWLiiWLr=]r*Y=IY]14Y�41WrV—,—YYY IW I I I I I I lk �i* �iiF LYL W IyLY V iiYF Y�r ral YIIYiF� WYY �tv��L --Yt:k '4.1,1 I] Exhibit "C" — Page 1

�r ryt�Irul, 4a iaYr�od ur rr Lra�d m&wmm*w
ra na�ca.` 4 �4 rIL+�Lrr.Ir�aL�nirI yyl Yy�+Y/ bCll.L .ILfJ rWrli��IL I I i f i L l�� L K W i}ll V iiYF YLI r I.f� YIY�Y �1 W V Y I�Li— }L I�OHG IEY it ��If Exhibit "C" — Page 2

. �i.•,a�anaoT�y�F-r�a,� ""rc rwtiau w.`�uarr.o...+Mn n.r� 0 � en rwl rs melm}fra sir++�a��N.avrq cryr �ora��H �C{�O�d�1�1iYN I i i i i I Exhibit "C" — Page 3

Exhibit "C" — Page 4

Exhibit "D"
Copy of Recorded Second Amendment to CC&Rs
PLEASE COMPLETE THIS I NFOR MAWN 01-.+ 1 .+ *+
96 RECORDING REQUESTED BY; 03f15/2@21 133!37 PM Fee. $ 101.00 Fiore, Ramos & PDwem Page i of 5
Recorded Yn Official Records
couniy of Ri+rorc�dc
AND WHEN RECORDED MAIL TO: Peter Aldena
A66#6aVraunty Clerk -Recorder
Fiore,820Raaii A Powers,
itI VPROWU l
6620 Indiana A1renUe, Suite 1�0
Riverside. CA 92506
M A I t, 1 1195 1 1126 I KUR NCOR SMF NCHO
T: GTY UNI
Space above Ihla line for recorders use only
3FQDND AMENDME NY TO DECLARATION Or PROTECTIVE COVENANTS FOR RANCON COMMERC E CENTER, PHASES a,'J 6L s, INc Title of Document
TRA,
113M

THIS PAGE ADDED TO PROVIDE ADEQUATF SPACE FOR RECORDING INFORMATION ($3.DO Additional Recording Fee Applies)
n0R 23B �R". 03Q008i
Exhibit "D" — Page 1

SECOND AWNDMENT TO DECLARATION OF PROTECTWE

COVENANTS FOR RANCOR COMMERCE CENTER,
PHASES 2, 3 & 4, INC.

This Second Amendment to Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. ("Second Amendment"), is made by Rancon Commerce Center, Phases 2, 3 & 4, Inc. ("Associatiod)- The Association is the owncrrs' association having jurisdiction over that certain development (collectively, the "Development"} located in the City of Temecula, County of Riverside, State of California, and more particularly described as:

Tract No. 16178 in the County of Riverside, State of
California, as per Map recorded in Rook 160, pages 102
through 101, of Maps, in the Office of the County
Recorder of Riverside County, California.

Includes Lot 6 of Tract 17168, which Lot was
subdivided into Parcels 1 and 2 of Parcel Map
247tZ as per Map recorded in hook 172, pages
90 through 91, of Parcel Maps, in the office of
the County Recorder of Riverside County,
Calif ornia
Tract No. 16178-2 in the County of Riverside, State of
California, as per Map recorded in Hook 160, pages 96
through 98, of Maps, in the Office of the County
Recorder of Riverside County, California,
Tract No. 16178.3 (except Lot 1 of Tract 16178-3) in
the County of Riverside, State of California, as per Map recorded in Book 10, pages 99 through 101, of Maps,
in the Office of the County Recorder of Riverside
County, California.

Includes Lot 11 of Tract 17168-:3, which Lot was
subdivided into Parcels 1 and 2 of Parcel Map
29406 as per Map recorded in Book 200, pages 7
through 8, of Parcel Maps, in the Office of the
County Recorder of Riverside County, California.

The Development includes the properties subject to the Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc., recorded October 14, 1986, as Instrument No. 254851, in the Official Records of Riverside County, California ("CC&As"); and the Amendment of Declaration of 7tPPQ4 Apw Page 1 of
Exhibit "D" — Page 2

Protective Covenants for Rancon Connmcrce Center, Phases 2, 3 & 4, Inc., recorded May 20, 1987, as Instrument No. 141902 ("Amendment")• The properties are currently subject to the CC&Rq. The C&Rs may be amended by their own terms pursuant to Article 9. Section 9.2.1, by not less than 66-2/3 percent of the net acres of the Association.

NOW, THEREFORE, pursuant to the votej of raembers constituting at least 66-213 percent of the Associal ion's total voting power, the CC&Rs are hereby amended as follows:

Add a new Article 18 to the CC s:

ARTICLE 18

DE-ANNFIXATION

18.1 Conflicts. The provisions of this Article 18 shall control over any contrary provisions in this Declaration.

19.2 Proverty IA ic�h I�tay Be De -annexed. The Board of Directors, with the consent of the City of Temecula, has the authority (without coiaducting a membership vote and without obtawng the approval of the County of Riverside) to de-aymLx one or more Lots, or a portion of a Lot or Lots, from the Park (and c overage by some or all of the provisions of this Declaration) and in connection therewith modify the Association's Common Area, Landscape maintenance Areas and Storm Drain System Easement
maintenance oblations where the City of Temecula or other govermum- tal agmcy invokes or threatens to invoke its
condemnation power to either (a) acquire title to one or more Lots or a portion thereof; or V strip or remove the 1Deriaration from the chain of title to a Lot or Lots or portion thereof. The de - annexation power granted to the Board is a discretionary power.

Thie Board may choose to exercise the power upon such terms and conditions as the Board believes appropriate. Potcnlial conditions include, but are not Limited to, imposing covenants to restrict future ttse of the de -annexed property for I he benefit of the Lots, Common Areas and Association -maintained areas within the Park; requiring a lump sum payment to compensate for lass of
assessment revenue; granting easements to the Association to facilitate- access and mainten mce of remalri n Common Areas, Association Landscape Areas or Storm Drain System Easement areas; requiring payment of the cast to reconfigure landscaping, irrigation and drainage improvements; and transferring
Association -maintenance obligations.

RMW25&W Page 2 of 4
Exhibit "M — Page 3

183 pe-;,nne-xation Prrscedure. The de -annexation process shall be accomplisbed by recordiMT an amendment to the Declaration removing one or more Lots or portions thereof from coverage by all or part of this Declaration. The amendment shall also ciesczibe any alteration to the Association's Common Area, Landscape
Maintenance Areas or Storm Drain System Fasement with regard I o the de -annexed property. The amendment trust be executed by the Association President and include a certificate of the Association's Secretary confirming the amendment was approved by at least a inojority of the Association's Hoard of Directors and the City of Temecula.
18A AdlustMeM rus alculation of _ Lssessments acn t' , R Fhts.

A de -annexation amendment shall include a new Lot Assessment Schedule to replace CUR Wiffiit I; and a new Net Acreage Per Lot schedule to replace CC&R Exhibit E, which new schedules will take effect upon recordation of the de. -annexation ainendmcrit or such later as set forth in the recorded de -annexation amendment, The new Lot Assessment Schedule shall be calculated based on each remaining Lot's relative Net Acreage as compared to the revised total Net Acreage within the Park. Net Acreage shall he determined in accordance with CC&R Section 1.24. The restrictions on assessment increases set forth at CM Section 5.2.2 shall nor apply to an increase iti assessments resulting from de -annexation and zdjwstm.ent of the Lot Assessment Schedule.

IN IVI'MTSS WHEREOF, the undersigned, as the duly appointed President of Rancon CcmTnercc Center, Phases 2, 3 & 4, Inc., a California nonprofit mutual benefit corporation, hereby certifies that the foregoiU Second Amendment was duly and properly approved by the requisite majority of the Associations membership.

RANCO ,C0WFRCE CENTER PH -vs Es 2, 3 & 4, ThlC.

Dated; f °
e- P
Name Printed: rA �•
Its President
M. 7422 1J C Page 3 of d
Exhibit "M — Page 4

-ACKNOW LEDCKEN>-
A notary public or other officer completing this certificate verifies only the identity of the indikZdual who signed the document to which ft.9 certificate is attached, and not the truthFuinessh accuracy, or ti lidity of that d.ocurlietit- State Of Califnia
County of x Vejrs IAf,
on �' before me, 'NO` 10 LM n LNA" a Kotwy
Public, person. Ily appeared [ , - arts . who prcn-ed to Me on the basis of satisfactory eti-Idence to he the personN whose narn0 /HFe subscribed to the uothin instrument and acknowledged to me that qWshL/thtsy executed the same in (3jj3Yh /1rbhir authorized eapacity(fie-s), And that b}A 1Jhel'/thtsi<r signatare(Q on the instrument the personts), or the entity upon behalf of which the persork(N acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregairtg paragraph is true and correct,
WITNESS my hand and official seal.
rxrunw L- HUNTER
NEATLY Pak - (ili{UM11
RlerjW*<whty F
[0h&VM1M f 2264659
Mx [. M- Expires Now 1, 2022
R93742N.DOC Page 4 of 4
Exhibit "D" — Page 5

Fvhihi+ ccF»
Estimate for Replacement of Monument Walls
Mika Moumainlion Inc. Estimate
Mlckelson Way
Murrieta, CA 92563 US
(951) W-5006
MikoMoumal nllon@ gmall.com

ADDRESS
Mr. Rodney Tldwell
City of Temecula
41000 Maln St.

Temecula, Caldomla 92590
U.S.A
1157 02/07/2018

LOCATION
Overland dr. 8 Commerce Center

ACTIVITY
I Rommm and ralgcdi9
Estimate Include,
- (2)Mobillxatlon - Mobllize All Equl lament and Material Necessary to complete scope of work. (2)ExCavation for footings, poured and placed walls with steal rebar reinforcement - (2) Cast In place concrete business center signs walls- Poured and Placed walls wlth rebar relnforcement concrete. includes d Imensions (2) 26 ft long x 8" wide, 2" to d' it high.. Includes 8' Inch Corrugated imprint design and letters (Commerce Park). FRONT SIDE ONLY. See attached photos- - Includes all time, material, labor, hardware and supmision to complete Job. ' Does Not Include Demo
Any questlons please call Mlke Monteleone Jr. Q 951-W-5006.

TOTAL
A —pled 6y Accepted Date
1V1M1
NEKO MOLNTAN 110V LNC.

OTY RATE AMOUNT
2 15,500.00 31,0 OM
$31,000.00
Exhibit "E"— Page 1

Photographs of Removed Monument Signs
i
Exhibit "E"— Page 2

f
ANk
The Heart aF Sauthern Cali{arnia
Wine Country
City of Temecula
Fiscal Years 2023-27
Capital Improvement Program

OVERLAND DRIVE EXTENSION COMMERCE CENTER
Circulation Project
Project Description: This project includes the design and construction of the extension of Overland Drive from Commerce Center Drive to Murrieta Creek, just west of Enterprise Circle West. This project also includes environmental studies, acquisition of right-of-way, new road improvements and installation of new traffic signals at Overland Drive intersections with Commerce Center Drive.

Benefit: This project improves traffic circulation and access to Overland Drive freeway over -crossing.

Core Value: Transportation Mobility and Connectivity
Project Status: Construction is complete. The City Council accepted the improvements on December 10, 2019. The remaining budget is for anticipated right of way settlements.

Department: Public Works - Account No. 210.265.999.602 / PW16-06 Level: I
Project Cost:

Prior Years
Actuals
2022-23
2021-22 Adopted 2023-24 2024-25 2025-26 2026-27
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
Administration
782,495
157
782,652
Construction
1,085,855
238,687
1,324,542
Construction Engineering
47,434
6,297
53,731
Design & Environmental
706,595
31,619
738,214
Land Acquisition
5,160,771
194,540
5,355,311
MSHCP
21,968
21,968
Utilities
36,120
5,359
41,480
Total Expenditures
7,841,238
476,658
8,317,897
Source of Funds:

DIF-Street Improvements
General Fund
8,082,475
235,422
8,082,475
235,422
Total Funding
8,317,897
8,317,897
Future Operating & Maintenance Costs:

Total Operating Costs
97 54

Item No. 10

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023
SUBJECT: Approve the Mitigation Credit Purchase Agreement and Acknowledgement with RBV Mitigation Credits, LLC for the Santa Gertrudis Creek Trail Phase II - Margarita Road Undercrossing, PW 19-04
PREPARED BY: Avlin R. Odviar, Principal Civil Engineer
William Becerra, Associate Engineer II
RECOMMENDATION: That the City Council approve the mitigation credit purchase agreement and acknowledgement between RBV Mitigation Credits, LLC and the City of Temecula for the purchase of mitigation credits with Barry Jones Wetland Mitigation Bank, in the amount of $31,350 for the Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing, PW19-

04. BACKGROUND: The Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing, PW 19-04; includes the design, environmental, and construction of the under - crossing in Santa Gertrudis Creek at Margarita Road to connect to the pedestrianibicycle trail. The under -crossing at Margarita Road will provide a continuous paved trail along the Santa Gertrudis Creek at this location.

In compliance with California Environmental Quality Act (CEQA), the City filed a Notice of Determination (NOD) of a Mitigated Negative Declaration (MND) as authorized by the City Council on April 12, 2022. Project impacts and mitigation are summarized in the table below:

Description of Environmental Impacts
Description of Mitigations
➢ Approximately 0.062 acres of temporary
✓ Purchase of 0.19 acres of preservation
impacts to riverine and riparian habitat.
credits from RBV Mitigation Credits, LLC
associated with the Barry Jones Wetland
Mitigation Bank (Skunks Hallow).

The subject agreement facilitates fulfillment of the 0.19-acre mitigation requirement described above.

The total purchase amount is $31,350 for 0.19 acres of mitigation bank credits at $165,000/acre.

FISCAL IMPACT: The Santa Gertrudis Creek Trail Phase II — Margarita Road Undercrossing project is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2023-27, and is funded with Measure S and Senate Bill 1. There are sufficient funds in the project account to cover the cost of $31,350 associated with the agreement.

ATTACHMENTS: 1. Purchase Agreement

2. CIP Budget Sheet

barry Jones Wetland
Mitigation banL

MITIGATION CREDIT

PURCHASE AGREEMENT AND ACKNOWLEDGMENT

THIS MITIGATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT ("Agreement") is entered into this day of , 2023 by and between RBV MITIGATION CREDITS, LLC, a California limited liability company ("Seller") and CITY OF TEMECULA ("Buyer").

RECITALS
A. Pursuant to that certain Memorandum of Agreement Regarding the Establishment, Operation and Use of the Barry Jones Wetland Mitigation Bank dated December 1997 (the "MOA"), by and among Pacific Bay Homes (Seller's predecessor in interest); the California Department of Fish and Wildlife ("CDFW"); the United States Fish and Wildlife Service ("USFWS"); and the U.S. Army Corps of Engineers ("USACOE") (CDFW, USFWS and USACOE are referred to collectively hereinafter as the "Agencies"). The Agencies have acknowledged the creation of the Barry Jones Wetland Mitigation Bank (the "Mitigation Bank") and the right of Seller to sell "Mitigation Credits" as provided therein. Each Mitigation Credit is equivalent to 1 acre of mitigation.

B. Buyer desires to mitigate the loss of certain wetland habitat values on real property located in Riverside County California commonly known as Santa Gertrudis Creek Trail Phase II - Margarita Road Undercrossing (the "Buyer's Property").

C. Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer 0.19 Mitigation Credit (the "Conveyed Credits") from the Mitigation Bank on the terms and conditions set forth herein. The 0.19 credit represents 0.19 acre of valid U.S. Army Corps of Engineers and California Department of Fish and Wildlife mitigation for wetland resources, all credits being fully consistent with the BEI.

NOW, THEREFORE, in consideration of the agreements and acknowledgments set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree and acknowledge as follows:

1. Purchase Price. The purchase price for the 0.19 Mitigation Credits shall be Thirty-one Thousand Three Hundred Fifty dollars ($31,350.00). The Purchase Price shall be paid in good Barry Jones Wetland Mitigation Bank
Mitigation Credit Purchase Agreement Page 1 of 5 v.032410

funds on the Closing Date, as hereinafter defined in Paragraph 3 below.

2. Acknowledgment of Sale. On the Closing Date, Seller shall deliver a fully executed original of the Acknowledgment of Sale of Mitigation Credits ("Acknowledgment"), a form of which is attached hereto as Exhibit A and such other documents and instruments as may be required by any of the Agencies to evidence and recognize the transfer of the Conveyed Credits to Buyer. Moreover, Seller agrees that to the extent such have not been provided to Buyer at the closing, then if requested by Buyer subsequent to the closing, Seller will provide such documents and instruments as may be required by any of the Agencies to evidence and recognize the transfer of the Conveyed Credits within ten (10) days following Buyer's request. The provisions of this Paragraph 2 shall survive the closing and termination of this Agreement.

3. Closing. The closing will occur on or before February 14, 2023, or such other date to which the Buyer and Seller may mutually agree in writing (the "Closing Date"). The closing shall mean the date that the Purchase Price is delivered to Seller and the fully executed Acknowledgment of Sale of Mitigation Credits is delivered to Buyer. Notwithstanding the foregoing, Buyer may accelerate the Closing Date.

4. AS -IS Sale. Buyer acknowledges and agrees that: (a) it is the Buyer's sole responsibility to obtain a determination from each federal, state, or local governmental agency with jurisdiction over the Buyer's Property, including, without limitation, the Agencies and the Regional Water Quality Control Board that the Conveyed Credits are acceptable to each such governmental agency and/or suitable for Buyer's purposes, including, without limitation, mitigation for impacts to wetland/riparian values; (b) the purchase and sale of the Conveyed Credits shall be made on an "AS IS, WHERE IS, WITH ALL FAULTS" basis as provided for in the BEI; and (c) any completed sale of any Conveyed Credits shall be final. Buyer further acknowledges and agrees that except as otherwise expressly set forth in this Agreement, neither Seller nor any of its officers, affiliates, representatives, consultants, or agents have made any representations or warranties, or have assumed any responsibility, with respect to (i) the mitigation value or mitigation requirements of the Buyer's Property; (ii) the mitigation value of the property conveyed to the Agencies in establishing the Mitigation Bank; (iii) the acceptability of the Conveyed Credits to any federal, state, or local governmental agency with jurisdiction over the Buyer's Property; (iv) the suitability or adequacy of the Conveyed Credits for Buyer's purposes in purchasing such Credits; or (v) any other fact or circumstances which might affect the Mitigation Bank, the Buyer's Property, the Conveyed Credits, or Buyer's purposes in purchasing such Credits. The Seller further specifically advises Buyer to consult with the Regional Water Quality Control Board as to the acceptability of the Conveyed Credits. The Regional Water Quality Control Board is not a signatory to the BEI.

5. Termination. Time is of the essence in this Agreement. In the event the closing does not occur by the Closing Date, Seller, at its election, and in its sole and absolute discretion, by written notice to Buyer, may terminate this Agreement and neither party shall have any further Barry Jones Wetland Mitigation Bank
Mitigation Credit Purchase Agreement Page 2 of 5 v.032410

obligations hereunder to each other or otherwise except as provided in Paragraph 6 below.

6. Brokers. Seller shall pay a commission to McCollum Associates pursuant to the terms of a separate written agreement if and only if the sale closes. Seller and Buyer each represent to the other that it has not had any other contract, agreement or dealings regarding the Conveyed Credits with, nor any communication in connection with the subject matter of this transaction through, any consultant, broker, agent, finder or other person who can claim a right to a consultant fee, commission or finder's fee in connection with the sale contemplated herein. In the event that other consultant, broker or finder makes a claim for a consultant fee or commission or finder's fee based upon any such contract, agreement, dealings or communication, the party through whom such claim is made shall be solely responsible for and shall indemnify, defend, and hold harmless the other party from and against said commission or fee and all costs and expenses (including without limitation reasonable attorneys' fees) incurred by the other party in defending against such claim. The provisions of this Paragraph 6 shall survive the termination of this Agreement.

7. Integration. Buyer and Seller agree that all negotiations, discussions, understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits attached hereto, and this written Agreement alone fully and completely expresses their agreement with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating to the subject matter of this Agreement. Buyer and Seller further agree that Buyer has no responsibilities or obligations whatsoever regarding the Conveyed Credits or the MOA except as are expressly stated in this Agreement.

8. Notices. All deposits and any notice required or permitted to be made or given under this Agreement shall be made and delivered to the parties at the addresses set forth below each partys respective signature. All notices shall be in writing and shall be deemed to have been given when delivered by courier, when transmitted by facsimile (upon confirmation of successfully completed transmission), or upon the expiration of two (2) business days after the date of deposit of such notice in the United States mail, registered or certified mail, postage prepaid.

9. Attorneys' Fees. This Agreement shall be governed and construed in accordance with the laws of the State of California and interpreted as if prepared by both parties hereto. In the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, or in the event of any litigation arising out of or related to this Agreement, the party not prevailing in such dispute or litigation shall pay any and all costs and expenses incurred by the other party in establishing or defending its rights hereunder, including, without limitation, court costs, expert witness fees, and reasonable attorneys' fees.

10. Limited Representations and Warranties. Seller is a limited liability company duly formed, presently existing and in good standing under the laws of the State of California, is Barry Jones Wetland Mitigation Bank
Mitigation Credit Purchase Agreement Page 3 of 5 v.032410

qualified to transact business in the State of California, and has the power and authority to own, and does own, the Mitigation Credits, and the power and authority to consummate the sale of Conveyed Credits as contemplated by this Agreement, and the person executing this Agreement has the full authority to bind Seller. This Agreement and all instruments, including assignment and/or conveyance documents to be executed by Seller in connection herewith are or when delivered to Buyer will be duly authorized, executed and delivered by Seller and will be valid, binding and enforceable obligations of Seller. Neither this Agreement nor any instrument, including assignment and/or conveyance documents to be executed by Seller in connection herewith does now or will hereafter constitute a breach or default or invalidate, make inoperative or interfere with any contract, agreement, right or interest affecting or relating in any manner to the Conveyed Credits. The Conveyed Credits shall be assigned/conveyed to Buyer at the closing free and clear of all liens or other encumbrances of any type, monetary or non -monetary.

11. Counterparts. This Agreement may be executed and delivered in any number of identical counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Berry Jones Wetland Mitigation Bank
Mitigation Credit Purchase Agreement Page 4 of 5 v.032410

WHEREUPON, this Agreement has been executed as of the date first -above written.

SELLER:

RBV MITIGATION CREDITS, LLC, a California limited liability company
By:

Name: Karin T. Krogius
Its: Member
178 Shorecliff Road
Corona Del Mar, CA 92625
Attention: Karin Krogius
Telephone: (949) 300-4864
BUYER:

CITY OF TEMECULA
By:

Name: Zak Schwank
Its: Mayor
Attest by:

Name: Randi Johl
Its: City Clerk
Approved
as to Form:

Name: Peter M Thorson
Its: City Attorney
Email: kkrogius_a7)pboaks.com
Mail to:

Attention: William Becerra
41000 Main Street
Temecula, CA 92590
Telephone: (951) 693-3963 Email: will. becerra(cijemecufaca.gov USACOE: SPL-2021-00539-ERS
RWQCB: R9-2022-0090 WDID 9 000003780
CDFW: EPIMS-RIV-28811-R6
Barry Jones Wetland Mitigation Bank
Mitigation Credit Purchase Agreement Page 5 of 5 v.032410

EXHIBIT A
Barry ,Jones Wetland
Mitigation banL

ACKNOWLEDGMENT OF SALE OF MITIGATION CREDITS
The undersigned Seller hereby acknowledges that
it has sold and conveyed to ("Buyer"),
wetland mitigation Credits from the Barry Jones
Wetland Mitigation Bank for impacts associated with
the _____ project. All terms of this conveyance
shall be governed by the provisions of the Mitigation
Credit Purchase Agreement between Buyer and the
undersigned dated , 2022.

Seller: RBV MITIGATION CREDITS, LLC,
a California Limited Liability Company
178 Shorecliff Road
Corona Del Mar, CA 92625
Telephone: (949) 300-4864
Fax: (949) 644-7410
Email: [email protected]
By: - -
Name: Ms. Ka��' Kro ius
Its: Member ,may
Date: `r
USACOE Permit
RWQCB Permit
CDFW Agreement

f
ANk
The Heart aF Sauthern Cali{arnia
Wine Country
City of Temecula
Fiscal Years 2023-27
Capital Improvement Program

SANTA GERTRUDIS CREEK PHASE II - MARGARITA UNDER -CROSSING Infrastructure Project
Project Description: This project includes the design, environmental, and construction of the under -crossing in Santa Gertrudis Creek at Margarita Road to connect to the pedestrian/bicycle trail. The under -crossing at Margarita Road will provide a continuous paved trail along the Santa Gertrudis Creek at this location.

Benefit: The project provides a safe pedestrian and bicycle trail connection for the community.

Core Value: Transportation Mobility and Connectivity
Project Status: Project is anticipated to be completed in Fiscal Year2022-23.

Department: Public Works - Account No. 210.265.999.732 / PW19-04 Level: I
Project Cost:

Prior Years
Actuals
2022-23
2021-22 Adopted 2023-24 2024-25 2025-26 2026-27
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
Administration
91,420
212,581 144,000
448,000
Construction
1,631,179
1,631,179
Construction Engineering
200,000 170,000
370,000
Design & Environmental
304,697
329,267
633,964
Land Acquisition
21,500
21,500
MSHCP
81,559
81,559
Total Expenditures
396,117
2,476,085 314,000
3,186,202
Source of Funds:

Measure S
Senate Bill 1
396,117
974,085 314,000
1,502,000
1,684,202
1,502,000
Total Funding
396,117
2,476,085 314,000 -
3,186,202
Future Operating & Maintenance Costs:

Total Operating Costs
Notes :

1. California Transportation Commission (CTC) adopted the2019 Active Transportation Program Augmentation on January30 - 31, 2019. 156

Item No. 11

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023
SUBJECT: Award Construction Contract to LDCo, Inc. for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13
PREPARED BY: Avlin R. Odviar, Principal Civil Engineer
William Becerra, Associate Engineer II
RECOMMENDATION: That the City Council:

1. Award a construction contract to LDCo, Inc., in the amount of $1,286,000, for the Mary Phillips Senior Center Enhancement and Renovation, PW20-13; and

2. Authorize the City Manager to approve contract change orders up to 25% of the contract amount, $321,500; and

3. Make a finding that the Mary Phillips Senior Center Enhancement and Renovation, PW20-13 project is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees.

BACKGROUND: On June 14, 2022, City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids for Mary Phillips Senior Center Enhancement and Renovation, PW20-13.

The Mary Phillips Senior Center Enhancement and Renovation is an infrastructure project that will update and enhance the appearance, improve safety, and extend the life of the facility. The Project exterior scope includes removal, disposal, and installation of roof, siding, soffit, fascia, trim, doors, and windows. Interior scope includes replacement lighting, acoustics, trim, bookcase, and finishes.

Accessibility improvements will be brought up to current standards throughout the building interior and site.

The construction contract was publicly advertised between June 21 and August 4, 2022. Four (4) bids were received and publicly opened on Thursday, August 4, 2022. On September 13, 2022, the City Council rejected all bids and authorized the Department of Public Works to re -advertise the construction contract. The construction contract was then readvertised publicly between

December 16, 2022, and January 19, 2023. Three (3) bids were received and publicly opened on Thursday, January 19, 2023.

The results were as follows:

Rank Bidder Bid Amount

1. LDCo, Inc. $ 1,286,000

2. Armstrong Cal Builders, Inc. Non -Responsive

3. Pre Con Industries, Inc. Non -Responsive
The bid submitted by Armstrong Cal Builders, Inc. did not include the Bidder's Agreement, which is required to be submitted with the bid packet. Pre Con Industries, Inc. failed to meet the self - performance requirement of at least 50% of the contract work. The construction contract, specifically Section 3-2 Self Performance of the Standard Specifications for Public Works Construction, requires that the contractor self -perform at least 50% of the contract work.

LDCo, Inc., of San Diego, California is the lowest responsible bidder. LDCo, Inc. has public contracting experience and has successfully completed similar public projects. Staff has received a bid evaluation memorandum from the City's CDBG consultant which verifies that LDCo, Inc. bid submittal meets CDBG requirements.

The Engineer's Estimate of construction cost was $772,000. The construction contract allows for 100 working days (approximately 5 months) to construct the Project.

The Mary Phillips Senior Center facility has never received enhancement and renovation such as the ones being proposed. Renovation projects of older facilities more often than not uncover additional deficiencies during construction that would need to be remedied. As such, staff is requesting the approval of a 25% contingency instead of the standard 10%. Any unused portion of this contingency will be returned to the fund source it was appropriated from after the construction completion.

The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Integrated Project (RCIP) to conserve open space, nature preserves and wildlife to be set aside in some areas. It is designed to protect over 150 species and conserve over 500,000 acres in Western Riverside County. The City of Temecula is a permittee to the MSHCP and as such is required to abide by the Regional Conservation Authority's (RCA) MSHCP Mitigation Fee Implementation Manual adopted by Resolution 2020-013 on December 7, 2020. The RCA is a joint regional authority formed by the County and the Cities to provide primary policy direction for implementation of the MSHCP.

Since July 1, 2008, the RCA has required that locally funded Capital Improvement Projects contribute applicable MSHCP fees within 90-days of construction contract award. Fees outside the public right of way are calculated on a cost per acre of disturbed area basis, while fees for typical

right-of-way improvements projects are 5% of construction costs. Maintenance only projects, such as this project, are exempt from MSHCP fees.

FISCAL IMPACT: The Mary Phillips Senior Center Enhancement and Renovation project is included in the City's Capital Improvement Program (CIP) Budget Fiscal Years 2023-

27. The sources of funds include DIF — Park & Recreation, DIF — Quimby, and Measure S. The City Council meeting agenda for tonight's meeting include a transfer of $1,025,000 from one or more existing projects as part of the CIP Budget Midyear adjustment. With the transfer of the additional $1,025,000 to this project, adequate funds will be available in the project account to cover the contract amount of $1,286,000 plus the 25% contingency amount of $321,500 for a total encumbrance of $1,607,500.00.

ATTACHMENTS: 1. Contract

2. CIP Budget Sheet

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

CONTRACT
for

MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION
PROJECT NO. PW20-13 (REBID)
THIS CONTRACT, made and entered into the 14th day of February, 2023, by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and LDCo, Inc., hereinafter referred to as "Contractor."
WITNESSETH:

That City and Contractor, for the consideration hereinafter named, mutually agree as follows:

CONTRACT DOCUMENTS.

The complete Contract includes all of the Contract Documents, to wit: Notice Inviting Bids, Instructions to Bidders, Proposal, Performance Bond, Labor and Materials Bond, Plans and Specifications entitled MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID), Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Department of Transportation Standard Specifications (latest edition) where specifically referenced in the Plans and Technical Specifications, and the latest version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO.

PW20-13 (REBID), Copies of these Standard Specifications are available from the publisher:

BNi Building News
Division of BNi Publications, Inc.
990 Park Center Drive, Suite E
Vista, CA 92081
(760) 734-1113
The Standard Specifications will control the general provisions, construction materials, and construction methods for this Contract except as amended by the General Specifications, Special Provision, and Technical Specifications for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID).

In case of conflict between the Standard Specifications and the other Contract Documents, the other Contract Documents shall take precedence over, and be used in lieu of, such conflicting portions.

Where the Contract Documents describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract.

CONTRACT C-1

The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all. Any conflict between this Contract and any other Contract Document shall be resolved in favor of this Contract.

2. SCOPE OF WORK.

Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION, PROJECT NO. PW20-13 (REBID).

All of said work to be performed and materials to be furnished shall be in strict accordance with the Drawings and Specifications and the provisions of the Contract Documents hereinabove enumerated and adopted by City.

3. CITY APPROVAL.

All labor, materials, tools, equipment, and services shall be furnished and work performed and completed under the direction and supervision, and subject to the approval of City or its authorized representatives.

4. CONTRACT AMOUNT AND SCHEDULE.

The City agrees to pay, and Contractor agrees to accept, in full payment for, the work agreed to be done, the sum of: ONE MILLION TWO HUNDRED EIGHTY-SIX THOUSAND DOLLARS and ZERO CENTS ($1,286,000.00), the total amount of the base bid.

Contractor agrees to complete the work in a period not to exceed ONE HUNDRED (100) working days, commencing with delivery of a Notice to Proceed by City. Construction shall not commence until bonds and insurance are approved by City.

5. CHANGE ORDERS.

All change orders shall be approved by the City Council, except that the City Manager is hereby authorized by the City Council to make, by written order, changes or additions to the work in an amount not to exceed the contingency as established by the City Council.

6. PAYMENTS.
a. Lump Sum Bid Schedule. Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule. Pursuant to Section 20104.50 of the Public Contract Code, within thirty (30) days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 96% of the value of the work completed according to the bid schedule. Payment request forms shall be submitted on or about the thirtieth (30th) day of each successive month as the work progresses.

The final payment, if unencumbered, or any part thereof unencumbered, shall be made sixty (60) days after acceptance of final payment and the Contractor filing a CONTRACT C-2

one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City.

C. Payment for Work Performed. Payments shall be made on demands drawn in the manner required by law, accompanied by a certificate signed by the City Manager, stating that the work for which payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the certificate is due under the terms of the Contract. Partial payments on the Contract price shall not be considered as an acceptance of any part of the work. d. Payment of Interest. Interest shall be paid on all undisputed payment requests not paid within thirty (30) days pursuant to Public Contracts Code Section 20104.50.

Public Contract Code Section 7107 is hereby incorporated by reference.

7. LIQUIDATED DAMAGES 1 EXTENSION OF TIME.
a. Liquidated Damages. In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to City the sum of one thousand dollars ($1,000) per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor. b. Extension of Time. Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City.

Within ten (10) calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within thirty (30) calendar days of the occurrence of the delay, Contractor shall provide written documentation sufficient to support its delay claim to City. Contractor's failure to provide such notice and documentation shall constitute Contractor's waiver, discharge, and release of such delay claims against City.

8. WAIVER OF CLAIMS.

On or before making each request for payment under Paragraph 6 above, Contractor shall submit to City, in writing, all claims for compensation as to work related to the payment.

Unless the Contractor has disputed the amount of the payment, the acceptance by Contractor of each payment shall constitute a release of all claims against the City related to the payment. Contractor shall be required to execute an affidavit, release, and indemnity agreement with each claim for payment.

9. PREVAILING WAGES.

Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at http://www.dir.ca.gov . Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion CONTRACT C-3

thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. This project, work, or service will be subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771.4. Contractor shall comply with the provisions of Sections 1720, 1720.9, 1725.5, 1771.1(a), 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code.

The Federal minimum wage rates for this project as predetermined by the United States Secretary of Labor are included in Exhibit "B" of the project specifications. Future effective general prevailing wage rates which have been predetermined are on file with the California Department of Industrial Relations and are referenced but not printed in the general prevailing wage rates.

10. TIME OF THE ESSENCE.

Time is of the essence in this contract.

11. INDEMNIFICATION.

All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend City of Temecula, Temecula Community Services District, and/or Successor Agency to the Temecula Redevelopment Agency, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City.

The Contractor shall indemnify and be responsible for reimbursing the City for any and all costs incurred by the City as a result of Stop Notices filed against the project. The City shall deduct such costs from Progress Payments or final payments due to the Contractor.

12. GRATUITIES.

Contractor warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities or promises to City's employees, agents, or representatives with a view toward securing this Contract or securing favorable treatment with respect thereto.

13. CONFLICT OF INTEREST.

Contractor warrants that none of its partners, members or shareholders are related by blood or marriage to any employee of the City who has participated in the development of the specifications or approval of this project or who will administer this project nor are they in any way financially associated with any City officer or employee, or any architect, engineer, or other preparers of the Drawings and Specifications for this project. Contractor further warrants that no person in its employ nor any person with an ownership interest in the Contractor has been employed by the City within one year of the date of the Notice Inviting Bids.

14. CONTRACTOR'S AFFIDAVIT.

After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms CONTRACT C-4

supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California.

15. NOTICE TO CITY OF LABOR DISPUTES.

Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to City.

16. BOOKS AND RECORDS.

Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Contract, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City.

17. INSPECTION.

The work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plants of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the work. The work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the work.

18. DISCRIMINATION.

Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap.

19. GOVERNING LAW.

The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Contract and also govern the interpretation of this Contract.

20. PROHIBITED INTEREST.

No member, officer, or employee of the City of Temecula or of a local public body shall have any interest, direct or indirect, in the Contract or the proceeds thereof during his/her tenure or for one year thereafter.

Furthermore, the Contractor covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section CONTRACT C-5

21 22
+*1
1090) or Article 4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California.

ADA REQUIREMENTS.

By signing this Contract, Contractor certifies that the Contractor is in total compliance with the Americans with Disabilities Act of 1990, Public Law 101-336, as amended.

WRITTEN NOTICE.

Any written notice required to be given in any part of the Contract Documents shall be performed by depositing the same in the U.S. Mail, postage prepaid, directed to the address of the Contractor as set forth in the Contract Documents, and to the City addressed as follows:

Mailing and Delivery Address: Patrick A. Thomas, PE
Director of Public Works/ City Engineer
City of Temecula
41000 Main Street
Temecula, CA 92590
INSURANCE.

The Contractor 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 by the Contractor, its agents, representatives, employees or subcontractors.

Minimum Scope of Insurance: Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability Form No. CG 00 01 11 85 or 88.

2. Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor 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 Contractor has no employees while performing under this Contract, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees.

4. Course of Construction insurance form providing coverage for "all risks" of loss.

Minimum Limits of Insurance: The Contractor shall maintain limits no less than:

General Liability: Two Million Dollars $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

CONTRACT C-6

2. Automobile Liability: One Million Dollars $1,000,000 per accident for bodily injury and property damage.

3. Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars $1,000,000 per accident for bodily injury or disease.

4. Course of Construction: Completed value of the project.

Deductibles and Self -Insured Retentions: Any deductibles or self-insurance retentions shall not exceed Twenty -Five Thousand Dollars $25,000.

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, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, and volunteers are to be covered as insureds as respects to liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents or volunteers.

2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Temecula, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers shall be excess of the Contractor'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, Temecula Community Services District, Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees, agents and volunteers.

4. The Contractor'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 Contract shall be endorsed to state in substantial conformance to the following: If the policy will be cancelled before the expiration date the insurer will notify in writing to the City of such cancellation not less than 30 days prior to the cancellation effective date.

6. If insurance coverage is cancelled or reduced in coverage or in limits, the Contractor shall within two business days of notice from the insurer, phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy.

CONTRACT C-7

7. Course of construction policies shall contain the following provisions: (1) Additional insured shall be named as loss payee, and (2) The insurer shall waive all rights of subrogation against entity.

Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-, VII or better, unless otherwise acceptable to the City. Self- insurance shall not be considered to comply with these insurance requirements.

Verification of Coverage: Contractor 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 Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

Subcontractors: Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

7. RECOVERED MATERIALS AND SOLID WASTE DISPOSAL ACT
Contractor agrees to comply with all requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

8. TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT
Contractor shall not procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115- 232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities. Covered equipment also includes video surveillance and telecommunications equipment or services provided by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, any subsidiary or affiliate of such entities, and any entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

9. COMPLIANCE WITH LAWS
The Contractor shall comply with all applicable federal, State and local laws, ordinances, codes and regulations in force at the time the Contractor performs pursuant to the Contract Documents, and shall comply with all grant or funding terms and conditions applicable to the Contract and/or the work

10. CLAIM DISPUTE RESOLUTION.

In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the CONTRACT C-8

performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters.

All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must present a claim in accordance with the Government Claims Act as a prerequisite to prosecuting any claim against the City. The filing or prosecution of a claim in compliance with Section 9204 and/or Article 1.5 (if applicable) does not in any way obviate the need to timely present a claim under the Government Claims Act, or in any toll the expiration of any limitations period for the timely presentation of a claim under the Government Claims Act.

CONTRACT C-9

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed on the date first above written.

DATED: G� �,�,d3 CONTRACTOR:

LDCo, Inc.
5155 351h Street
San Diego, CA 92116
(619) 654-3043
[email protected]
CT"
By:

Luan Dauti
Print or type NAME
President CEO
Print or type TITLE*
By: 1
Hairi Dauti _
Print or type NAME
Secretary
Print or type TITLE*
(*Signatures of two corporate officers required for Corporations) DATED:

CITY OF TEMECULA
By:

Zak Schwank, Mayor
ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney
CONTRACT C-10

CALIFORNIA JURAT
GOVERNMENT CODE § 8202
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of Calif rnia
County of 0I d
------------

MARIA RUIZ
Notary Public • California
$ San Olego County
Commission Al 2346479
` My Comm. Explres Mar 10. 2025
IF
Place Notary Seal and/or Stamp Above
Subscribed and sworn to (or affirmed) before me on
tday ofej0VL- 20 ,by
Date Month Year
(1) L UGV} -Ja lc
(and (2) Qzr t '-) 0 0 � )
Names) of Signer(s)
proved to me on the basis of satisfactory evnce to
be the person(s) who appeared before me
Signature
Signature of Notary Public
Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document.

Description of Attached Document
Title or Type ¢f
Pnd >r 0 i�T�l;
Document Date: 1)2 Number of Pages: l !J
Signer(s) Other Than Named Above:
©2019 National Notary Association

f
ANk
The Heart aF Sauthern Cali{arnia
Wine Country
City of Temecula
Fiscal Years 2023-27
Capital Improvement Program

MARY PHILLIPS SENIOR CENTER ENHANCEMENT AND RENOVATION
Infrastructure Project
Project Description: This project includes the enhancement and renovation of the Mary Phillips Senior Center. Exterior improvements include new roof, siding, soffit, fascia, trim, doors and windows. Interior improvements include lighting, acoustics, trim, flooring, bookcase, and finishes. The project includes improvements in accessibility throughout the building interior and site in accordance with latest ADA requirements.

Benefit: This project updates and enhances the appearance and improves safety and extends the life of the facility.

Core Value: Healthy and Livable City
Project Status: This project is in design. Construction is to commence in Fiscal Year 2022-23.

Department: Public Works - Account No. 210.265.999.782 / PW20-13 Level: I
Project Cost:

Prior Years
Actuals
2022-23
2021-22 Adopted 2023-24 2024-25 2025-26 2026-27
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
Administration
88,000 88,000
176,000
Construction
829,000 139,925
968,925
Construction Engineering
41,000
41,000
Design & Environmental
18,112
57,488 500
76,100
Total Expenditures
18,112
1,015,488 228,425
1,262,025
Source of Funds:

CDBG
18,112
705,794
723,906
Facilities Replacement Fund
279,694
279,694
Measure 5
30,000
228,425
258,425
Total Funding
48,112
985,488 228,425
1,262,025
Future Operating & Maintenance Costs:

Total Operating Costs
145

Item No. 12

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: February 14, 2023
SUBJECT: Accept Improvements and File the Notice of Completion for Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03 PREPARED BY: Nino Abad, Senior Civil Engineer
Laura Bragg, Associate Engineer II
RECOMMENDATION: That the City Council:

1. Accept the Design, Fabrication, Purchase and Installation of the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03 by Public Restroom Company as complete; and

2. Direct the City Clerk to file and record the Notice of Completion for Public Restroom Company; and

3. Release Public Restroom Company's Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed; and

4. Accept the construction of the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03; as complete; and

5. Direct the City Clerk to file and record the Notice of Completion for IE General Engineering Inc. and release the performance bond; and

6. Release IE General Engineering Inc.'s Labor and Materials Bond seven months after filing the Notice of Completion if no liens have been filed.

BACKGROUND: The Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW18-03, provided for the design, fabrication, delivery, and installation of a new restroom and concession building. The project included demolition of the existing restroom facility and replacement with eight unisex single stall restrooms, a large concession facility, and a dedicated storage area. The project was delivered utilizing two (2) separate contracts. The first contract was for the design, fabrication, purchase and installation of the restroom and concession

building and the second contract was for the site and utility work needed to accommodate the new building. Both contracts are now complete.

On February 11, 2020, the City Council approved a Design, Fabrication, Purchase and Installation Agreement with Public Restroom Company for the Ronald Reagan Sports Park Restroom Expansion and Renovation Project, PW 18-03, in the amount of $545,794 and authorized the City Manager to approve change orders not to exceed the contingency amount of $54,579.40.

Public Restroom Company designed, fabricated, delivered and installed a stand-alone restroom building that included a concession room and storage on a pad that the City prepared under a separate construction contract. Public Restroom Company has completed the work in accordance with the approved plans and specifications and to the satisfaction of the Director of Public Works/City Engineer. All work is warranted for a period of five years from July 22, 2022 (the date the City obtained "beneficial use" of the project improvements) to July 21, 2027. The retention for this project was released pursuant to the provisions of Public Contract Code 7107.

The base amount of the design, fabrication, purchase and installation was $545,794. One contract change order was issued in the amount of $4,482. This resulted in a total cost of $550,276 for this component of the project.

On April 12, 2022, the City Council awarded a construction contract to IE General Engineering Inc. in the amount of $311,496 and authorized the City Manager to approve contract change orders not to exceed the contingency amount of $31,149.60.

The construction contract with IE General Engineering for Ronald Reagan Sports Park Restroom Expansion and Renovation, PW 18-03, provided for the site preparation for the building installation provided under a separate agreement. Site preparation included demolition of the existing facility and surrounding sidewalks, rerouting, and upgrading utilities, site grading, parking lot reconfiguration and restriping, concrete work, installation of ADA pedestrian access ramps, landscape, irrigation, and relocation of existing flagpole, lighting and monument.

IE General Engineering Inc. has completed the work in accordance with the approved plans and specifications and to the satisfaction of the Director of Public Works/City Engineer. All work is warranted for a period of one year from October 10, 2022, the date the City obtained `Beneficial use" of the project improvements. The retention for this project was released pursuant to the provisions of Public Contract Code 7107.

The base amount of the construction contract was $311,496 and there were no change orders issued for this construction contract.

FISCAL IMPACT: There is no fiscal impact associated with accepting the project and filing and recording the Notices of Completion.

ATTACHMENTS: 1. Notice of Completion - The Public Restroom Company

2. Contractor's Affidavit and Final Release - The Public Restroom Company

3. Notice of Completion - IE General Engineering, Inc.

4. Contractor's Affidavit and Final Release - IE General Engineering, Inc.

5. Project Description

6. Project Location Map

RECORDING REQUESTED BY
AND RETURN TO:

CITY CLERK

CITY OF TEMECULA
41000 Main Street
Temecula, CA 92590

EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code
Sections 6103 and 27383

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:

The City of Temecula is the owner of the property hereinafter described.

2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590.

3. The Nature of Interest is an Agreement which was awarded by the City of Temecula to The Public Restroom Company, 2587 Business Parkway, Minden, Nevada 89423, to perform the following work of improvement:

Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03

4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 14, 2023. That upon said contract The Hartford Fire Company, 100 Montgomery Street, Suite #2700, San Francisco, CA 94104, was surety for the bond given by the said company as required by law.

5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows:

Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03

6. The location of said property is: 30875 Rancho Vista Road, Temecula, CA 92592 Dated at Temecula, California, this 14t" day of February, 2023.

City of Temecula
Randi Johl, City Clerk

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, City Clerk of the City of Temecula, California, do hereby certify under penalty of perjury, that the foregoing NOTICE OF COMPLETION is true and correct, and that said NOTICE OF COMPLETION was duly and regularly ordered to be recorded in the Office of the County Recorder of Riverside by said City Council.

Dated at Temecula, California, this 14th day of February, 2023.

City of Temecula
Randi Johl, City Clerk

,Pazo -a 19

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE
for

RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION PROJECT NO. PW18-03
This is to certify that Public Restroom Company
(hereinafter the "Contractor") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the Contractor or by any of the Contractor's agents, employees or subcontractors used or in contribution to the execution of its Contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION, PROJECT NO. PW18-03, situated in the City of Temecula, State of California, more particularly described as follows:

Pre -fabricated restroom at 30875 Rancho Vista Road, Temecula, CA

ADDRESS OR DESCRIBE LOCATION OF WORK
The Contractor declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a Stop Notice against of any unpaid sums owing to the Contractor.

Further, in connection with the final payment of the Contract, the Contractor hereby disputes the following amounts:

Pursuant to Public Contract Code Section 7100, the Contractor does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the Contractor by reason of payment by the City of Temecula of any contract amount which the Contractor has not disputed above.

CONTRACTOR: J
:l/ R
Dated: 1/18/2023 By: t
Sirature
ennifer Garlington, Controller
Print Name and Title
RELEASE R-1

RECORDING REQUESTED BY
AND RETURN TO:

CITY CLERK

CITY OF TEMECULA
41000 Main Street
Temecula, CA 92590

EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code
Sections 6103 and 27383

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:

The City of Temecula is the owner of the property hereinafter described.

2. The full address of the City of Temecula is 41000 Main Street, Temecula, California 92590.

3. The Nature of Interest is a Contract which was awarded by the City of Temecula to IE General Engineering Inc., 1440 Beaumont Avenue, Suite A2-130, Beaumont, CA 92223, to perform the following work of improvement:

Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03

4. Said work was completed by said company according to plans and specifications and to the satisfaction of the Director of Public Works of the City of Temecula and that said work was accepted by the City Council of the City of Temecula at a regular meeting thereof held on February 14, 2023. That upon said contract Arch Insurance Company, 210 Hudson Street, Suite 300, Jersey City, NJ 07311-1107, was surety for the bond given by the said company as required by law.

5. The property on which said work of improvement was completed is in the City of Temecula, County of Riverside, State of California, and is described as follows:

Ronald Reagan Sports Park Restroom Expansion and Renovation — PW18-03

6. The location of said property is: 30875 Rancho Vista Road, Temecula, CA 92592 Dated at Temecula, California, this 14t" day of February 2023.

City of Temecula
Randi Johl, City Clerk

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

Dated at Temecula, California, this 14th day of February 2023.

City of Temecula
Randi Johl, City Clerk

2022-065

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE
for

RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION PROJECT NO. PW18-03
This is to certify that IE General Engineering INC.
(hereinafter the "Contractor") declares to the City of Temecula, under oath, that he/she/it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the Contractor or by any of the Contractor's agents, employees or subcontractors used or in contribution to the execution of its Contract with the City of Temecula, with regard to the building, erection, construction, or repair of that certain work of improvement known as RONALD REAGAN SPORTS PARK RESTROOM EXPANSION AND RENOVATION, PROJECT NO. PW18-03, situated in the City of Temecula, State of California, more particularly described as follows:
30875 Rancho Vista Rd, Temecula CA 92592

Further, in connection with the final payment of the Contract, the Contractor hereby disputes the following amounts:

Description
Dollar Amount to Dispute
Pursuant to Public Contract Code Section 7100, the Contractor does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and each of them, from any and all claims, debts, demands, or cause of action which exist or might exist in favor of the Contractor by reason of payment by the City of Temecula of any contract amount which the Contractor has not disputed above.

Dated: 01 /18/2023
CONTRACTOR:

By:

Signature
Vincenzo Nanci / President
Print Name and Title
RELEASE R-1

ANk
Tf,F �•-.�r. r�' S:,u�I,Frn i.:: f::rni�
City of Temecula
Fiscal Years 2023-27
Capital Improvement Program

RONALD REAGAN SPORTS PARK RESTROOM EXPANSION & RENOVATION Parks/Recreation Project
Project Description: This project provides for the design and construction of the restroom building expansion at Ronald Reagan Sports Park. The restroom expansion includes adding additional restroom stalls and urinals, renovating the snack bar, and enlarging the storage case.

Benefit: This project provides additional facilities for park patrons.

Core Value: Healthy and Livable City
Project Status: Project is estimated to be complete in Fiscal Year2022-23.

Department: Public Works - Account No. 210.290.999.114 / PW18-03 Level: I
Project Cost:

Prior Years
Actuals
2022-23
2021-22 Adopted 2023-24 2024-25 2025-26 2026-27
Adjusted Budget Projected Projected Projected Projected Total Project
Cost
Administration
121,163
131,381
252,544
Construction
543,438
539,398
1,082,836
Construction Engineering
9,280
52,039
61,319
Design & Environmental
67,665
7,835
75,500
Total Expenditures
i 741,547
730,652
1,472,199
Source of Funds:

Measure S 825,000 647,199 1,472,199
Total Funding 1 825,000 647,199 - 1,472,199
Future Operating & Maintenance Costs:

Total Operating Costs
188

Ronald Reagan Sports Park Restroom Expansion and Renovation Parks and Recreation Project Location
0 200 400 Feet
The map RonaldReaganRestroom.mxd is maintained by City of Temecula GIS. Data and information represented on this map are subject to update Al 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 176

Item No. 13

ACTION MINUTES

TEMECULA COMMUNITY SERVICES DISTRICT MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 24, 2023
CALL TO ORDER at 7:02 PM: President James Stewart
ROLL CALL: Alexander, Brown, Kalfus, 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 Schwank, Second by Alexander. The vote reflected unanimous approval.

13. Approve Action Minutes of January 10, 2023
Recommendation: That the Board of Directors approve the action minutes of January 10, 2023.

CSD PUBLIC HEARING

14. Approve Ratification of Election Results for Tract Map Numbers 37341-1 through 37341-10, within Sommers Bend, to Service Level B (Residential Street Lights) Rates and Charges (Located on East Side of Butterfield Stage Road and North of Long Valley Wash) Recommendation: That the Board of Directors adopt a resolution entitled:

RESOLUTION NO. CSD 2023-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY

OF TEMECULA, ORDERING THE ANNEXATION OF PROPERTY

TO SERVICE LEVEL B - RESIDENTIAL STREET LIGHTING
Approved the Staff Recommendation (5-0): Motion by Schwank, Second by Alexander. The vote reflected unanimous approval. Tabulation of votes that were cast resulted in favor of the ballot measure - 357 in support and 18 in opposition.

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTORS REPORTS

CSD ADJOURNMENT
At 7:37 PM, the Community Services District meeting was formally adjourned to Tuesday, February 14, 2023 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: Board of Directors
FROM: Aaron Adams, Executive Director
DATE: February 14, 2023
SUBJECT: Approve Fiscal Year 2022-23 TCSD Mid -Year Budget Adjustments PREPARED BY: Jennifer Hennessy, Director of Finance
RECOMMENDATION: That the TCSD Board of Directors adopt the following resolution entitled:

RESOLUTION NO. CSD

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA COMMUNITY SERVICES DISTRICT OF THE
CITY OF TEMECULA AMENDING THE FISCAL YEAR 2022-
23 ANNUAL OPERATING BUDGETS
BACKGROUND: In accordance with Budget Policy II.B.- Interim Reporting, City staff conducted a comprehensive Mid -Year review of its Annual Operating Budget and Capital Improvement Program Budget. The purpose of the review is to analyze revenue and expenditure trends to identify variances from the Adopted Budget and ensure that the City maintains a healthy fiscal position. The Mid -Year Budget includes a review of all City funds. The requested adjustments are summarized in the attached exhibits and discussed in further detail below.

TEMECULA COMMUNITY SERVICES DISTRICT
The Temecula Community Services District (TCSD) provides for a comprehensive neighborhood and community park system, as well as a complement of recreational and cultural programs, community and human services and special events. TCSD also provides street lighting, median and slope maintenance, refuse hauling and recycling, emergency dirt road maintenance, and library services.

The TCSD Operations Fund Mid -Year Adjustments reflect the reduction of $1,121,968 in revenue, primarly from a reduced transfer from Measure S as a result of better than anticipated beginning fund balance. Contract Class revenue is increasing by $200,000 due to higher activity levels than originally budgeted, plus increased facility rental income of $120,188 and increased tournament income of $23,903.

TCSD expenditures are increasing by $288,961 to reflect the requests outlined in the attached Exhibit 1, and summarized below:
• $2,956 for volunteer screenings
• $25,000 for Day Camp activities
• ($17,406) reduction in Sister City program
• $5,000 in TCSD Museum Gift Shop supplies (offset by revenue) • $113,517 adjustment to aquatic staff pay rates, as Adopted Budget inadvertently reflected the prior year's pay rates
• $10,000 for two new AEDs for Aquatics program
• $9,894 for Sports supplies (offset by revenue)
• $140,000 in Contract Classes (offset by revenue)
The Service Level D — Refuse/Recycling Fund reflects an increase in both revenue and expenditures of $100,000 to account for additional parcels receiving waste hauling services.

The Library Fund reflects an increase of $30,829 for furniture purchased for the Library Store, offset by a reduction of $15,000 in Library Contract services.

FISCAL IMPACT: The Fiscal impact of each fund is noted in the attached Exhibits.

ATTACHMENTS: 1. Summary of FY 2022-23 Mid -Year Appropriation Requests

2. Resolution - Mid -Year Budget Amendments
a. Exhibit A — TCSD Funds

City of Temecula
Exhibit 1
FY 2022-23 Mid -Year Appropriation
Requests
Revised
Adjusted
Mid -Year
2022-23
Account
Description
22-23 Budget
Request
Budget
Comments/Justification

TEMECULA CO
TCSD Operations
190.180.999.5250
Other Outside Services
90,655
2,956
93,611
To cover volunteer screenings
2,956

TCSD CRC
190.182.999.5340
Day Camp
65,627
25,000
90,627
Day Camp costs have significantly increased.
25,000
TCSD Museum
190.185.999.5280
Sister Cities
20,186
(17,406)
2,780
No Sister City this year, not needed
Purchases for gift shop. To be offset by closure of deposit account 190.2697 190.185.999.5339
Gift Shop
-
5,000
5,000
($18,742.38 added to revenue)
(12,406)
TCSD Aquatics
Aquatics staff inadvertently had the prior pay rates. All vacant positions were 190.186.999.5119
Part -Time (Project)
531,875
113,517
645,392
adjusted to Step 1, existing staff adjusted to include full step increase 190.186.999.5301
Recreation Supplies
36,563
10,000
46,563
Two AEDs needed for MRC (National AED shortage, increased lead time) 123,517
TCSD Sports
190.187.999.5250
Other Outside Services
36,746
3,694
40,440
Cost of referees has increased significantly, needed for remainder of year. Full amount to be offset by closure of deposit account 190.2679 ($5,457.39 added to revenue)
190.187.999.5301
Recreation Supplies
16,473
6,200
22,673
deposit account 190.2679
9,894
TCSD Contract Classes
190.197.999.5378
Contracted Classes
560,000
140,000
Offset by Contract Class revenue increase of $200,000
TCSD Operations
140,000
TCSD Library
197.180.999.5202
Library Contract Services
168,300
(15,000)
153,300
Budgeted for contingency, $15,000 not anticipated to be needed this FY 197.180.999.5601
Furnishings & Equipment
30,829
30,829
Requested to cover additional Library Store furniture purchase Library Fund
15,829
Service Level D
Additional needed due to updated parcel count (offset by 194.180.4005 194.180.999.5315
Waste Hauling
9,252,220
100,000
9,352,220
Assessment Revenue)
TOTAL00
100,000
000

RESOLUTION NO. CSD 2023-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA COMMUNITY SERVICES DISTRICT OF THE

CITY OF TEMECULA AMENDING THE FISCAL YEAR
2022-23 ANNUAL OPERATING BUDGETS

THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that the Temecula Community Services District (TCSD) maintains a prudent and healthy fiscal position.

Section 2. That each year a Mid -Year review is conducted of all Temecula Community Services (TCSD) operating budgets.

Section 3. That the Mid -Year review has been completed and the recommended adjustments are reflected in the schedules attached hereto as Exhibit A.

Section 4. That the Fiscal Year 2022-23 TCSD operating budgets are amended in accordance with the attached schedules.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Community Services District of the City of Temecula this 14th day of February, 2023.

James Stewart, President
ATTEST:

Randi Johl, Secretary
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Community Services District of the City of Temecula, do hereby certify that the foregoing Resolution No. CSD 2023- was duly and regularly adopted by the Board of Directors of the Temecula Community Services District of the City of Temecula at a meeting thereof held on the 141h day of February, 2023, by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

UIWIIKWQ:••'b a U: :_
ABSENT: BOARD MEMBERS:

Randi Johl, Secretary
N

Al It
No
,A,4A W-IAAMWALtI
Temecula
Community
Services District
Funds

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 190 - TEMECULA COMMUNITY SERVICES DISTRICT FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Taxes and Franchises
Special Tax (Measure C)
Licenses, Permits and Service Charges
Development Impact Fees
Contract Classes
Classes/Activities
Facility Rentals
Aquatics
Museum Admissions
Theater Admissions
Sports Leagues & Tournaments
Day Camps
Fines and Forfeitures
Fines & Forfeitures
Use of Money and Property
Investment Interest
Reimbursements
Other Reimbursements
Operating Transfers In
Operating Transfers In
Contribution From Measure S
Miscellaneous
Miscellaneous
1,923,561
1,891,352
45,539
1,891,352
0 0.0
902
500
391
500
0 0.0
823,734
800,000
622,584
1,000,000
200,000

25.0 59,239
39,162
30,302
39,360
198

0.5 %
295,437
251,457
219,980
371,645
120,188

47.8 %
227,981
132,912
98,940
128,312
(4,600)
-3.5 %
91,610
97,612
53,199
97,612
0 0.0 %
266,927
246,000
191,881
246,000
0 0.0 %
190,761
156,305
98,680
180,208
23,903

15.3 %
113,187
79,540
9,988
79,540
0 0.0 %
50 0
0 0
0 0.0%
(25,199)
0 5,006
0 0

0.0 %
172,308
83,000
122,965
85,845
2,845

3.4 %
0 1,000,000
0 1,000,000
0 10,002,131
11,784,280
5,892,140
10,295,571
(1,488,709)
94,479
59,560
20,018
83,766
24,206

0.0 %
-12.6 %

40.6 %
Total Revenues and Other Sources 14,237,109
16,621,680
7,411,612 15,499,712 (1,121,968) -6.8 %
Expenditures by Category
Salaries & Benefits 7,797,103
9,171,900
4,941,922 9,285,417 113,517 1.2 %
Operations & Maintenance 3,908,584
5,043,725
3,076,398 5,219,169 175,444 3.5 %
Internal Service Fund Allocations 1,942,165
2,363,872
1,249,966 2,363,872 0 0.0 %
Capital Outlay 248,732
116,784
0 116,784 0 0.0 %
Total Expenditures and Other Financing
Uses 13,896,584
16,696,281
9,268,286 16,985,242 288,961 1.7 %
Excess of Revenues Over (Under) Expenditures 340,525
(74,601)
(1,856,674) (1,485,530) (1,410,929) 1,891.3 %
Fund Balance, Beginning of Year 1,238,945
1,579,470
1,579,470
Fund Balance, End of Year 1,579,470
1,504,869
93,940
Fund Description
Citywide Operations reflects the collection of the Special Tax (Measure C) charged to households for recreation programs as well as fees for classes and activities. Accounts for facility operations, maintenance,
and community recreation programs. Measure C was
approved by residents in 1997 at a rate of $74.44 per parcel for the purpose
of maintaining the City's parks, recreation facilities, arerial street lighting and traffic signals. The Special Tax revenue is allocated
equally between TCSD and the General Fund to fund
both recreation programs and parks maintenance.

f
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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 191 - TCSD SERVICE LEVEL "B" STREETLIGHT REPLACEMENT FUND Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Expenditures by Category
Operations & Maintenance
87 0
0 0 0 0.0
Total Expenditures and Other Financing
Uses
87 0
0 0 0 0.0
Excess of Revenues Over (Under) Expenditures
(87)
0 0 0 0 0.0
Fund Balance, Beginning of Year
0 (87)
(87)
Fund Balance, End of Year
(87)
(87)
(87)
Fund Description
This fund was established to accumulate resources for the replacement of street light equipment, poles and lightbulbs, as the City has acquired street lights from Southern California Edison.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 192 - TCSD SERVICE LEVEL "B"

STREET LIGHTS FUND
% Change
2022-23
Year to Date
2022-23 Q2
from
2021-22
Current
Actuals
Revised Requested
Current
Description
Actuals
Budget
12-31-2022
Budget Adjustments
Budget
Revenues by Source
Licenses, Permits and Service Charges
Assessments
640,790
640,767
3,668
640,767 0

0.0 Use of Money and Property
Investment Interest
(6,965)
1,378
415
0 (1,378)
-100.0 %
Total Revenues and Other Sources
633,825
642,145
4,083
640,767 (1,378)
-0.2 %
Expenditures by Category
Operations & Maintenance
285,166
502,030
132,123
502,030 0

0.0 Transfers
852,930
0 0
0 0

0.0 %
Total Expenditures and Other Financing
Uses
1,138,096
502,030
132,123
502,030 0

0.0 %
Excess of Revenues Over (Under) Expenditures
(504,271)
140,115
(128,040)
138,737 (1,378)
-1.0
Fund Balance, Beginning of Year
761,638
257,367
257,367
Fund Balance, End of Year
257,367
397,481
396,103
Fund Description
Service Level B reflects the collection of benefit assessments charged to property owners.

Service Level B includes only
those
parcels within residential subdivisions that receive residential street lighting services. This
service level includes operational,
administrative, maintenance and utility costs of residential street lights.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 194 - TCSD SERVICE LEVEL "D" REFUSE/RECYCLING FUND % Change
2022-23
Year to Date
2022-23 Q2
from
2021-22
Current
Actuals
Revised
Requested
Current
Description
Actuals
Budget
12-31-2022
Budget
Adjustments
Budget
Revenues by Source
Licenses, Permits and Service Charges
Assessments
8,913,039
9,450,621
52,277
9,550,621
100,000

1.1 Recycling Program
5,000
153,929
0 153,929
0 0.0
Use of Money and Property
Investment Interest
(872)
1,500
(327)
0 (1,500)
-100.0 %
Intergovernmental Revenues
Grants
0 0
159,957
0 0

0.0 Total Revenues and Other Sources
8,917,167
9,606,050
211,907
9,704,550
98,500

1.0 %
Expenditures by Category
Salaries & Benefits
67,898
71,467
39,714
71,467
0 0.0 %
Operations & Maintenance
8,756,428
9,464,999
(14,223)
9,564,999
100,000

1.1 %
Total Expenditures and Other Financing
Uses
8,824,325
9,536,466
25,491
9,636,466
100,000

1.0 %
Excess of Revenues Over (Under) Expenditures
92,842
69,584
186,416
68,084
(1,500)
-2.2 %
Fund Balance, Beginning of Year
186,902
279,744
279,744
Fund Balance, End of Year
279,744
349,327
347,827
Fund Description
Service Level D Fund is used to collect benefit assessments charged to property owners for the purpose of providing refuse
collection, recycling, and street sweeping throughout
the City,
which is provided
by CR&R.

In addition, Service
Level D has received
grants to increase recycling efforts Citywide.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 195 - TCSD SERVICE LEVEL "R" STREET/ROAD MAINT FUND % Change
2022-23 Year to Date
2022-23 Q2
from
2021-22
Current Actuals
Revised Requested
Current
Description
Actuals
Budget 12-31-2022
Budget Adjustments
Budget
Revenues by Source
Licenses, Permits and Service Charges
Assessments
115
5,532 0
5,532 0

0.0 Use of Money and Property
Investment Interest
(201)
0 16
0 0

0.0 %
Total Revenues and Other Sources
(86)
5,532 16
5,532 0

0.0 %
Expenditures by Category
Operations & Maintenance
3,321
10,532 0
10,532 0

0.0 Total Expenditures and Other Financing
Uses
3,321
10,532 0
10,532 0

0.0 %
Excess of Revenues Over (Under) Expenditures
(3,407)
(5,000) 16
(5,000) 0

0.0 %
Fund Balance, Beginning of Year
30,688
27,281
27,281
Fund Balance, End of Year
27,281
22,281
22,281
Fund Description
Service Level R Fund reflects the operational, administrative, construction and maintenance costs for certain unpaved roads that
become inaccessible after inclement weather. Zone
R-1 provides service in the Nicolas/Liefer Road area. The maximum rate that can be charged for Zone R-1 for an improved parcel is $115.26 and for an unimproved parcel is $57.62.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 196 - TCSD SERVICE LEVEL "L" LAKE PARK MAINT. FUND % Change
2022-23
Year to Date
2022-23 Q2
from
2021-22
Current
Actuals
Revised
Requested
Current
Description
Actuals
Budget
12-31-2022
Budget
Adjustments
Budget
Revenues by Source
Licenses, Permits and Service Charges
Assessments
250,186
251,691
(25)
251,691
0 0.0 %
Harveston Lake Boat Revenue
7,211
4,200
3,001
4,200
0 0.0 %
Use of Money and Property
Investment Interest
(3,145)
2,650
346
0 (2,650)
-100.0 %
Miscellaneous
Miscellaneous
0 0
1,815
22,500
22,500
100.0 %
Total Revenues and Other Sources
254,252
258,541
5,137
278,391
19,850

7.7 %
Expenditures by Category
Salaries & Benefits
29,581
11,459
6,731
11,459
0 0.0 %
Operations & Maintenance
257,342
291,727
166,261
291,727
0 0.0 %
Total Expenditures and Other Financing
Uses
286,922
303,186
172,992
303,186
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(32,670)
(44,645)
(167,855)
(24,795)
19,850
-44.5 %
Fund Balance, Beginning of Year
409,961
377,291
377,291
Fund Balance, End of Year
377,291
332,646
352,496
Fund Description
Service Level L Fund reflects the benefit assessments
charged to property owners for the purpose of maintaining the Harveston Lake
Park. Expenditures include operational, administrative
and maintenance
costs.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 197 - TEMECULA LIBRARY FUND
% Change
2022-23
Year to Date
2022-23 Q2
from
2021-22
Current
Actuals
Revised
Requested
Current
Description
Actuals
Budget
12-31-2022
Budget
Adjustments
Budget
Revenues by Source
Licenses, Permits and Service Charges
Printing & Copies
6,924
6,419
4,969
6,419
0 0.0
Fines and Forfeitures
Fines & Forfeitures
25,446
16,000
15,287
16,000
0 0.0
Use of Money and Property
Investment Interest
(4,206)
3,000
231
0 (3,000)
-100.0 %
Lease/Rental Income
10,268
8,120
9,067
8,120
0 0.0 %
Operating Transfers In
Contribution From Measure S
947,149
975,563
487,782
975,563
0 0.0 %
Total Revenues and Other Sources
985,581
1,009,102
517,335
1,006,102
(3,000)
-0.3 %
Expenditures by Category
Salaries & Benefits
158,714
218,817
105,256
218,817
0 0.0 %
Operations & Maintenance
511,742
541,111
223,070
526,111
(15,000)
-2.8 %
Internal Service Fund Allocations
321,367
359,643
185,531
359,643
0 0.0 %
Capital Outlay
0 0
0 30,829
30,829
100.0 %
Total Expenditures and Other Financing
Uses
991,823
1,119,572
513,857
1,135,401
15,829

1.4 %
Excess of Revenues Over (Under) Expenditures
(6,242)
(110,470)
3,478
(129,299)
(18,829)

17.0 %
Fund Balance, Beginning of Year
531,981
525,739
525,739
Fund Balance, End of Year
525,739
415,270
396,441
Fund Description
The Library Fund is used to account for the maintenance and operations
of the Ronald H. Roberts Temecula Public Library on Pauba Road.

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 501 - SERVICE LEVEL"C"ZONE 1 SADDLEWOOD FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments 37,944 37,932 0 37,932 0 0.0
Use of Money and Property
Investment Interest (98) 21 30 0 (21) -100.0 %
Total Revenues and Other Sources 37,846 37,953 30 37,932 (21) -0.1 % Expenditures by Category
Salaries & Benefits 2 0 0 0 0 0.0
Operations & Maintenance 39,158 37,619 29,741 37,619 0 0.0 % Total Expenditures and Other Financing
Uses 39,161 37,619 29,741 37,619 0 0.0 %
Excess of Revenues Over (Under) Expenditures (1,315) 334 (29,711) 313 (21) -6.3 Fund Balance, Beginning of Year 14,333 13,018 13,018
Fund Balance, End of Year 13,018 13,352 13,331
Fund Description
Service Level C Fund reflects the collection of benefit assessments charged to property owners for the purpose of providing perimeter landscaping and slope maintenance throughout the City. Service Level C assesses only those parcels within residential subdivisions receiving TCSD perimeter landscaping and slope maintenance and are separated into 32 zones. The rate levels for Zones 6 and 29, are subject to a Consumer Price Index -Urban Consumers (CPI-U) annual inflator while all other rate levels will not increase. Zones 30-32 will not be assessed, as the property owners have elected to have the landscaping maintained by the respective Homeowner's Associations (HOAs).

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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 502 - SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
42,659
42,542
0 42,542
0 0.0
Use of Money and Property
Investment Interest
(864)
57 76
0 (57)
-100.0 %
Total Revenues and Other Sources
41,795
42,599
76 42,542
(57)
-0.1 %
Expenditures by Category
Salaries & Benefits
27 0
0 0
0 0.0
Operations & Maintenance
36,678
59,360
26,949
59,360
0 0.0 %
Total Expenditures and Other Financing
Uses
36,705
59,360
26,949
59,360
0 0.0 %
Excess of Revenues Over (Under) Expenditures
5,090
(16,761)
(26,873)
(16,818)
(57)

0.3 %
Fund Balance, Beginning of Year
111,673
116,763
116,763
Fund Balance, End of Year
116,763
100,002
99,945
Fund Description

Alk
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Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 503 - SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
47,534
47,328
0 47,328
0 0.0
Use of Money and Property
Investment Interest
(362)
29 44
0 (29)
-100.0 %
Total Revenues and Other Sources
47,171
47,357
44 47,328
(29)
-0.1 %
Expenditures by Category
Salaries & Benefits
27 0
0 0
0 0.0
Operations & Maintenance
35,529
50,859
34,582
50,859
0 0.0 %
Total Expenditures and Other Financing
Uses
35,557
50,859
34,582
50,859
0 0.0 %
Excess of Revenues Over (Under) Expenditures
11,615
(3,502)
(34,537)
(3,531)
(29)

0.8 %
Fund Balance, Beginning of Year
46,464
58,079
58,079
Fund Balance, End of Year
58,079
54,577
54,548
Fund Description

Alk
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City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 504 - SERVICE LEVEL"C"ZONE 4 THE VINEYARDS FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
6,394
6,394
0 6,394
0 0.0
Use of Money and Property
Investment Interest
(36)
4 5
0 (4)
-100.0 %
Total Revenues and Other Sources
6,358
6,398
5 6,394
(4)
-0.1 %
Expenditures by Category
Salaries & Benefits
102
0 0
0 0

0.0 Operations & Maintenance
5,171
6,503
4,410
6,503
0 0.0 %
Total Expenditures and Other Financing
Uses
5,273
6,503
4,410
6,503
0 0.0 %
Excess of Revenues Over (Under) Expenditures
1,085
(105)
(4,405)
(109)
(4)

3.8 %
Fund Balance, Beginning of Year
4,727
5,812
5,812
Fund Balance, End of Year
5,812
5,707
5,703
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 505 - SERVICE LEVEL"C"ZONE 5 SIGNET SERIES FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
39,365
39,025
0 39,025
0 0.0
Use of Money and Property
Investment Interest
(211)
14 20
0 (14)
-100.0 %
Total Revenues and Other Sources
39,154
39,039
20 39,025
(14)

0.0 %
Expenditures by Category
Salaries & Benefits
27 0
0 0
0 0.0
Operations & Maintenance
48,406
38,053
26,471
38,053
0 0.0 %
Total Expenditures and Other Financing
Uses
48,434
38,053
26,471
38,053
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(9,280)
986
(26,451)
972
(14)
-1.4
Fund Balance, Beginning of Year
31,202
21,922
21,922
Fund Balance, End of Year
21,922
22,908
22,894
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 506 - SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
Use of Money and Property
Investment Interest
Total Revenues and Other Sources
Expenditures by Category
Salaries & Benefits
Operations & Maintenance
Total Expenditures and Other Financing
Uses
Excess of Revenues Over (Under) Expenditures
Fund Balance, Beginning of Year
Fund Balance, End of Year
Fund Description
27,266
(308)
28,625
17 0
26 28,625
0 0
(17)

0.0 -100.0
26,957
28,642
26 28,625
(17)
-0.1 %
27 24,043
0 30,755
0 16,460
0 30,755
0 0

0.0%

0.0 %
24,071
30,755
16,460
30,755
0 0.0 %
2,887
(2,113)
(16,434)
(2,130)
(17)

0.8 %
36,900
39,787
39,787
39,787
37,674
37,657

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 507 - SERVICE LEVEL"C"ZONE 7 RIDGEVIEW FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
15,314
15,308
0 15,308
0 0.0
Use of Money and Property
Investment Interest
(70)
4 7
0 (4)
-100.0 %
Total Revenues and Other Sources
15,245
15,312
7 15,308
(4)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
17,757
15,179
8,526
15,179
0 0.0 %
Total Expenditures and Other Financing
Uses
17,759
15,179
8,526
15,179
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(2,514)
133
(8,519)
129
(4)
-3.0
Fund Balance, Beginning of Year
9,992
7,478
7,478
Fund Balance, End of Year
7,478
7,611
7,607
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 508 - SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
137,155
137,025
0 137,025
0 0.0
Use of Money and Property
Investment Interest
(816)
45 100
0 (45)
-100.0 %
Total Revenues and Other Sources
136,339
137,070
100
137,025
(45)

0.0 %
Expenditures by Category
Salaries & Benefits
13,643
0 0
0 0

0.0 Operations & Maintenance
114,724
151,464
113,590
151,464
0 0.0 %
Total Expenditures and Other Financing
Uses
128,368
151,464
113,590
151,464
0 0.0 %
Excess of Revenues Over (Under) Expenditures
7,971
(14,394)
(113,491)
(14,439)
(45)

0.3 %
Fund Balance, Beginning of Year
109,757
117,728
117,728
Fund Balance, End of Year
117,728
103,334
103,289
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 509 - SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
5,106
5,106
0 5,106
0 0.0
Use of Money and Property
Investment Interest
(237)
16 15
0 (16)
-100.0 %
Total Revenues and Other Sources
4,869
5,122
15 5,106
(16)
-0.3 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
3,785
14,115
6,371
14,115
0 0.0 %
Total Expenditures and Other Financing
Uses
3,787
14,115
6,371
14,115
0 0.0 %
Excess of Revenues Over (Under) Expenditures
1,081
(8,993)
(6,356)
(9,009)
(16)

0.2 %
Fund Balance, Beginning of Year
31,064
32,145
32,145
Fund Balance, End of Year
32,145
23,153
23,137
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 510 - SERVICE LEVEL"C"ZONE 10 MARTINIQUE FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
9,744
9,744
0 9,744
0 0.0
Use of Money and Property
Investment Interest
(102)
7 10
0 (7)
-100.0 %
Total Revenues and Other Sources
9,642
9,751
10 9,744
(7)
-0.1 %
Expenditures by Category
Salaries & Benefits
27 0
0 0
0 0.0
Operations & Maintenance
10,203
12,052
5,152
12,052
0 0.0 %
Total Expenditures and Other Financing
Uses
10,230
12,052
5,152
12,052
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(588)
(2,301)
(5,142)
(2,308)
(7)

0.3 %
Fund Balance, Beginning of Year
14,882
14,294
14,294
Fund Balance, End of Year
14,294
11,994
11,987
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 511 - SERVICE LEVEL"C"ZONE 11 MEADOWVIEW FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
2,450
2,450
0 2,450
0 0.0
Use of Money and Property
Investment Interest
(29)
1 3
0 (1)
-100.0 %
Total Revenues and Other Sources
2,421
2,451
3 2,450
(1)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
2,854
2,379
1,438
2,379
0 0.0 %
Total Expenditures and Other Financing
Uses
2,856
2,379
1,438
2,379
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(435)
72 (1,435)
71 (1)
-1.4
Fund Balance, Beginning of Year
3,923
3,488
3,488
Fund Balance, End of Year
3,488
3,561
3,560
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 512 - SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
96,326
96,396
0 96,396
0 0.0
Use of Money and Property
Investment Interest
(733)
41 64
0 (41)
-100.0 %
Total Revenues and Other Sources
95,594
96,437
64 96,396
(41)

0.0 %
Expenditures by Category
Salaries & Benefits
6,821
0 0
0 0

0.0 Operations & Maintenance
119,428
113,543
79,174
113,543
0 0.0 %
Total Expenditures and Other Financing
Uses
126,249
113,543
79,174
113,543
0 0.0 %
Excess of Revenues Over(Under)Expenditures
(30,656)
(17,106)
(79,110)
(17,147)
(41)

0.2 %
Fund Balance, Beginning of Year
116,858
86,202
86,202
Fund Balance, End of Year
86,202
69,097
69,056
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 513 - SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
34,173
34,224
0 34,224
0 0.0
Use of Money and Property
Investment Interest
(218)
3 30
0 (3)
-100.0 %
Total Revenues and Other Sources
33,955
34,227
30 34,224
(3)

0.0 %
Expenditures by Category
Salaries & Benefits
684
0 0
0 0

0.0 Operations & Maintenance
29,369
38,151
24,940
38,151
0 0.0 %
Total Expenditures and Other Financing
Uses
30,052
38,151
24,940
38,151
0 0.0 %
Excess of Revenues Over (Under) Expenditures
3,902
(3,924)
(24,911)
(3,927)
(3)

0.1 %
Fund Balance, Beginning of Year
30,775
34,677
34,677
Fund Balance, End of Year
34,677
30,754
30,751
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 514 - SERVICE LEVEL"C"ZONE 14 MORRISON HOMES FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
14,774
14,774
0 14,774
0 0.0
Use of Money and Property
Investment Interest
(95)
5 11
0 (5)
-100.0 %
Total Revenues and Other Sources
14,679
14,779
11 14,774
(5)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
14,806
16,247
12,070
16,247
0 0.0 %
Total Expenditures and Other Financing
Uses
14,808
16,247
12,070
16,247
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(129)
(1,468)
(12,058)
(1,473)
(5)

0.3 %
Fund Balance, Beginning of Year
12,311
12,182
12,182
Fund Balance, End of Year
12,182
10,714
10,709
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 515 - SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
9,904
9,800
0 9,800
0 0.0
Use of Money and Property
Investment Interest
(92)
2 9
0 (2)
-100.0 %
Total Revenues and Other Sources
9,812
9,802
9 9,800
(2)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
10,090
11,038
5,399
11,038
0 0.0 %
Total Expenditures and Other Financing
Uses
10,092
11,038
5,399
11,038
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(280)
(1,236)
(5,390)
(1,238)
(2)

0.2 %
Fund Balance, Beginning of Year
12,013
11,733
11,733
Fund Balance, End of Year
11,733
10,497
10,495
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 516 - SERVICE LEVEL"C"ZONE 16 TRADEWINDS FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
38,022
37,800
0 37,800
0 0.0
Use of Money and Property
Investment Interest
(542)
59 54
0 (59)
-100.0 %
Total Revenues and Other Sources
37,480
37,859
54 37,800
(59)
-0.2 %
Expenditures by Category
Salaries & Benefits
684
0 0
0 0

0.0 Operations & Maintenance
20,918
53,417
29,254
53,417
0 0.0 %
Total Expenditures and Other Financing
Uses
21,601
53,417
29,254
53,417
0 0.0 %
Excess of Revenues Over (Under) Expenditures
15,879
(15,558)
(29,200)
(15,617)
(59)

0.4 %
Fund Balance, Beginning of Year
66,211
82,090
82,090
Fund Balance, End of Year
82,090
66,532
66,473
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 517 - SERVICE LEVEL"C"ZONE 17 MONTE VISTA FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
2,116
2,116
0 2,116
0 0.0
Use of Money and Property
Investment Interest
(17)
1 2
0 (1)
-100.0 %
Total Revenues and Other Sources
2,099
2,117
2 2,116
(1)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
1,823
2,089
1,229
2,089
0 0.0 %
Total Expenditures and Other Financing
Uses
1,826
2,089
1,229
2,089
0 0.0 %
Excess of Revenues Over (Under) Expenditures
273
28 (1,227)
27 (1)
-3.5
Fund Balance, Beginning of Year
2,293
2,566
2,566
Fund Balance, End of Year
2,566
2,595
2,594
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 518 - SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
93,342
94,010
0 94,010
0 0.0
Use of Money and Property
Investment Interest
(473)
30 45
0 (30)
-100.0 %
Total Revenues and Other Sources
92,869
94,040
45 94,010
(30)

0.0 %
Expenditures by Category
Salaries & Benefits
4,094
0 0
0 0

0.0 Operations & Maintenance
98,813
89,427
68,140
89,427
0 0.0 %
Total Expenditures and Other Financing
Uses
102,906
89,427
68,140
89,427
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(10,037)
4,613
(68,095)
4,583
(30)
-0.7
Fund Balance, Beginning of Year
62,293
52,256
52,256
Fund Balance, End of Year
52,256
56,869
56,839
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 519 - SERVICE LEVEL"C"ZONE 19 CHANTEMAR FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
54,612
54,450
0 54,450
0 0.0
Use of Money and Property
Investment Interest
(604)
62 67
0 (62)
-100.0 %
Total Revenues and Other Sources
54,009
54,512
67 54,450
(62)
-0.1 %
Expenditures by Category
Salaries & Benefits
5,731
0 0
0 0

0.0 Operations & Maintenance
48,160
82,041
60,276
82,041
0 0.0 %
Total Expenditures and Other Financing
Uses
53,891
82,041
60,276
82,041
0 0.0 %
Excess of Revenues Over (Under) Expenditures
118
(27,529)
(60,209)
(27,591)
(62)

0.2 %
Fund Balance, Beginning of Year
87,754
87,872
87,872
Fund Balance, End of Year
87,872
60,342
60,280
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 520 - SERVICE LEVEL"C"ZONE 20 CROWNE HILL FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
177,513
177,975
0 177,975
0 0.0
Use of Money and Property
Investment Interest
(1,698)
160
195
0 (160)
-100.0 %
Total Revenues and Other Sources
175,815
178,135
195
177,975
(160)
-0.1 %
Expenditures by Category
Salaries & Benefits
13,638
0 0
0 0

0.0 Operations & Maintenance
139,232
191,303
132,438
191,303
0 0.0 %
Total Expenditures and Other Financing
Uses
152,870
191,303
132,438
191,303
0 0.0 %
Excess of Revenues Over (Under) Expenditures
22,944
(13,168)
(132,243)
(13,328)
(160)

1.2 Fund Balance, Beginning of Year
232,805
255,749
255,749
Fund Balance, End of Year
255,749
242,582
242,422
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 521 - SERVICE LEVEL"C"ZONE 21 VAIL RANCH FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
228,591
228,201
0 228,201
0 0.0
Use of Money and Property
Investment Interest
(1,227)
132
161
0 (132)
-100.0 %
Total Revenues and Other Sources
227,365
228,333
161
228,201
(132)
-0.1 %
Expenditures by Category
Salaries & Benefits
25,952
0 0
0 0

0.0 Operations & Maintenance
211,908
233,386
192,260
233,386
0 0.0 %
Total Expenditures and Other Financing
Uses
237,860
233,386
192,260
233,386
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(10,495)
(5,053)
(192,099)
(5,185)
(132)

2.6 %
Fund Balance, Beginning of Year
195,719
185,224
185,224
Fund Balance, End of Year
185,224
180,170
180,038
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 522 - SERVICE LEVEL"C"ZONE 22 SUTTON PLACE FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
4,408
4,408
0 4,408
0 0.0
Use of Money and Property
Investment Interest
(79)
1 8
0 (1)
-100.0 %
Total Revenues and Other Sources
4,329
4,409
8 4,408
(1)

0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
3,793
5,955
3,017
5,955
0 0.0 %
Total Expenditures and Other Financing
Uses
3,796
5,955
3,017
5,955
0 0.0 %
Excess of Revenues Over (Under) Expenditures
534
(1,546)
(3,009)
(1,547)
(1)

0.1 %
Fund Balance, Beginning of Year
10,707
11,241
11,241
Fund Balance, End of Year
11,241
9,695
9,694
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 523 - SERVICE LEVEL"C"ZONE 23 PHEASENT RUN
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
8,363
8,400
(25)
8,400
0 0.0
Use of Money and Property
Investment Interest
(188)
12 18
0 (12)
-100.0 %
Total Revenues and Other Sources
8,175
8,412
(7)
8,400
(12)
-0.1 %
Expenditures by Category
Salaries & Benefits
54 0
0 0
0 0.0
Operations & Maintenance
4,401
16,468
6,059
16,468
0 0.0 %
Total Expenditures and Other Financing
Uses
4,455
16,468
6,059
16,468
0 0.0 %
Excess of Revenues Over (Under) Expenditures
3,720
(8,056)
(6,067)
(8,068)
(12)

0.1 %
Fund Balance, Beginning of Year
23,667
27,387
27,387
Fund Balance, End of Year
27,387
19,331
19,319
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 524 - SERVICE LEVEL"C"ZONE 24 HARVESTON FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
162,547
162,100
(25)
162,100
0 0.0
Use of Money and Property
Investment Interest
(302)
142
76 0
(142)
-100.0 %
Total Revenues and Other Sources
162,246
162,242
51 162,100
(142)
-0.1 %
Expenditures by Category
Salaries & Benefits
10,927
0 0
0 0

0.0 Operations & Maintenance
155,928
162,041
116,369
162,041
0 0.0 %
Total Expenditures and Other Financing
Uses
166,855
162,041
116,369
162,041
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(4,609)
201
(116,318)
59 (142)
-70.6
Fund Balance, Beginning of Year
55,446
50,837
50,837
Fund Balance, End of Year
50,837
51,038
50,896
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 525 - SERVICE LEVEL"C"ZONE 25 SERENA HILLS FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
43,913
44,000
0 44,000
0 0.0
Use of Money and Property
Investment Interest
(492)
42 51
0 (42)
-100.0 %
Total Revenues and Other Sources
43,421
44,042
51 44,000
(42)
-0.1 %
Expenditures by Category
Salaries & Benefits
1,366
0 0
0 0

0.0 Operations & Maintenance
41,115
56,995
34,418
56,995
0 0.0 %
Total Expenditures and Other Financing
Uses
42,481
56,995
34,418
56,995
0 0.0 %
Excess of Revenues Over (Under) Expenditures
940
(12,953)
(34,367)
(12,995)
(42)

0.3 %
Fund Balance, Beginning of Year
69,972
70,912
70,912
Fund Balance, End of Year
70,912
57,959
57,917
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 526 - SERVICE LEVEL"C"ZONE 26 GALLERY TRADITION FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
2,025
2,160
0 2,160
0 0.0
Use of Money and Property
Investment Interest
(14)
0 1
0 0

0.0 %
Total Revenues and Other Sources
2,011
2,160
1 2,160
0 0.0 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
1,929
2,110
1,116
2,110
0 0.0 %
Total Expenditures and Other Financing
Uses
1,931
2,110
1,116
2,110
0 0.0 %
Excess of Revenues Over (Under) Expenditures
80 50
(1,114)
50 0

0.0 Fund Balance, Beginning of Year
1,921
2,001
2,001
Fund Balance, End of Year
2,001
2,050
2,050
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 527 - SERVICE LEVEL" C"ZONE 27 AVONDALE FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
9,071
9,100
0 9,100
0 0.0
Use of Money and Property
Investment Interest
(68)
2 9
0 (2)
-100.0 %
Total Revenues and Other Sources
9,003
9,102
9 9,100
(2)

0.0 %
Expenditures by Category
Salaries & Benefits
27 0
0 0
0 0.0
Operations & Maintenance
8,605
11,120
4,807
11,120
0 0.0 %
Total Expenditures and Other Financing
Uses
8,632
11,120
4,807
11,120
0 0.0 %
Excess of Revenues Over (Under) Expenditures
371
(2,018)
(4,799)
(2,020)
(2)

0.1 %
Fund Balance, Beginning of Year
9,261
9,632
9,632
Fund Balance, End of Year
9,632
7,614
7,612
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 528 - SERVICE LEVEL"C"ZONE 28 WOLF CREEK FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
234,250
232,974
0 232,974
0 0.0
Use of Money and Property
Investment Interest
(5,457)
262
(420)
0 (262)
-100.0 %
Total Revenues and Other Sources
228,793
233,236
(420)
232,974
(262)
-0.1 %
Expenditures by Category
Salaries & Benefits
27,314
0 0
0 0

0.0 Operations & Maintenance
216,874
230,690
177,788
230,690
0 0.0 %
Transfers
28,346
0 0
0 0

0.0 %
Total Expenditures and Other Financing
Uses
272,534
230,690
177,788
230,690
0 0.0 %
Excess of Revenues Over (Under) Expenditures
(43,741)
2,546
(178,208)
2,284
(262)
-10.3 %
Fund Balance, Beginning of Year
336,098
292,357
292,357
Fund Balance, End of Year
292,357
294,903
294,641
Fund Description

Alk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 529 - SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT FUND % Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Licenses, Permits and Service Charges
Assessments
5,301
4,462
0 4,462
0 0.0
Use of Money and Property
Investment Interest
(53)
4 6
0 (4)
-100.0 %
Total Revenues and Other Sources
5,248
4,466
6 4,462
(4)
-0.1 %
Expenditures by Category
Salaries & Benefits
2 0
0 0
0 0.0
Operations & Maintenance
2,201
3,978
2,538
3,978
0 0.0 %
Total Expenditures and Other Financing
Uses
2,202
3,978
2,538
3,978
0 0.0 %
Excess of Revenues Over (Under) Expenditures
3,046
488
(2,532)
484
(4)
-0.8
Fund Balance, Beginning of Year
5,195
8,241
8,241
Fund Balance, End of Year
8,241
8,729
8,725
Fund Description

IL
f
Adk
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Year 2022-23
Quarterly Budget Report
FUND: 530 - SERVICE LEVEL"C"ZONE 30 FUTURE ZONES FUND
% Change
2022-23 Year to Date 2022-23 Q2 from
2021-22 Current Actuals Revised Requested Current
Description Actuals Budget 12-31-2022 Budget Adjustments Budget Revenues by Source
Use of Money and Property
Investment Interest
(268)
268
21 0 (268) -100.0 %
Total Revenues and Other Sources
(268)
268
21 0 (268) -100.0 %
Excess of Revenues Over (Under) Expenditures
(268)
268
21 0 (268) -100.0 %
Fund Balance, Beginning of Year
36,330
36,062
36,062
Fund Balance, End of Year
36,062
36,330
36,062
Fund Description

Item No. 15

CITY OF TEMECULA/ TEMECULA PUBLIC FINANCING AUTHORITY

AGENDA REPORT
TO: City Council/Board of Directors
FROM: Aaron Adams, City Manager/Executive Director
DATE: February 14, 2023
SUBJECT: Approve Issuance of Special Tax Bonds for Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the City Council / Board of Directors hold a public hearing relating to the proposed issuance of special tax bonds for the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), and adopt the resolutions entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA MAKING FINDINGS WITH RESPECT TO AND

APPROVING THE ISSUANCE OF BONDS BY THE

TEMECULA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR THE TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2), AND APPROVING

RELATED DOCUMENTS AND ACTIONS
BACKGROUND: In 2016, the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD") was formed, and subsequently $42,815,000 principal amount of bonds were issued in 2017 (the "2017 Bonds") by the Authority for the CFD to finance various public facilities required for the development of the property in the CFD. The 2017 Bonds are payable from the proceeds of an annual special tax levied on property in the CFD.

The Authority received a request from Woodside 05S, LP, a California limited partnership (the "Developer") to annex certain property to Zone 1 of the CFD and issue special tax bonds for the

CFD (the "2023 Bonds), payable from special taxes levied on property in the CFD and in the property proposed to be annexed to the CFD on a parity with the 2017 Bonds, all in order to provide funds to finance costs of improvements authorized to be financed by the CFD in excess of available proceeds of the 2017 Bonds.

The Developer has submitted to City of Temecula (the "City") a check in the amount of $82,500 (the "Deposit"), to be used by the City to pay costs of the City and the Authority in connection with the annexation of property to the CFD and the issuance of the 2023 Bonds. Pursuant to a Deposit/Reimbursement Agreement (the "Agreement"), entered into in August od 2022 by the Developer, the City and the Authority, and to be administered by the City, funds advanced by the Developer for CFD costs, including the Deposit, will be reimbursed to the Developer from proceeds of the issuance of the 2023 Bonds.

On August 23, 2022, the City Council adopted a resolution approving the Agreement and the Board of Directors of the Authority adopted two resolutions pertaining to the annexation of territory to the CFD and the levy of special taxes within the area proposed to be annexed.

Section 6586.5 of the California Government Code requires that the City, following the conduct of a public hearing, approve the financing of public improvements with proceeds of the 2023 Bonds, and make a finding of significant benefit from such financing. The City held a similar public hearing and adopted similar approving resolution in connection with the issuance of the 2017 Bonds. A notice of the public hearing for the 2023 Bonds has been duly published in accordance with the requirements of the Government Code.

If the City Council holds the public hearing and adopts the Resolution, and the Board of Directors adopts a resolution authorizing the issuance of the 2023 Bonds, it is anticipated that the sale of the 2023 Bonds will occur early March and close mid -March 2023.

BACKGROUND TPFA: In 2016, the Temecula Public Financing Authority (the "Authority") Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD") was formed, and subsequently $42,815,000 principal amount of bonds were issued in 2017 (the "2017 Bonds") by the Authority for the CFD to finance various public facilities required for the development of the property in the CFD. The 2017 Bonds are payable from the proceeds of an annual special tax levied on property in the CFD.

The Authority received a request from Woodside 05S, LP, a California limited partnership (the "Developer") to annex certain property to Zone 1 of the CFD and issue special tax bonds for the CFD (the "2023 Bonds), payable from special taxes levied on property in the CFD and in the property proposed to be annexed to the CFD, to provide funds to finance costs of improvements authorized to be financed by the CFD in excess of available proceeds of the 2017 Bonds.

On August 23, 2022, the Board adopted a resolution of intention to annex territory owned by the Developer to the CFD and levy special taxes on the property proposed to be annexed, and set the date for a public hearing regarding the annexation for September 27, 2022. On September 27, 2022, the Board conducted a public hearing regarding the annexation and the special tax levy and, following the results of a special election held on that date where the Developer, the then

owner of all the property to be annexed, voted in favor of the annexation, the Board authorized the annexation and special tax levy on the property to be annexed to the District and recorded the amendment to the notice of special tax lien.

The 2023 Bonds are planned to be comprised of current interest bonds ("CIBs") and capital appreciation bonds ("CABs"). The interest on both the CIBs and the CABS is exempt from federal and California income taxes and the payment of debt service on the 2023 Bonds is fully supported by special tax revenues payable from taxable property within the District. Unlike the conventional CIBs that pay interest semi-annually, CABs require no payment until maturity, or upon earlier redemption, at which the full amount of the principal and all interest accrued must be repaid to the investor as a single lump sum. The 2023 Bonds will be secured on parity with the 2017 Bonds. This structure was utilized to leverage the special tax revenues in the years beyond 2047 (the final maturity of the 2017 Bonds) through 2053 (reflecting a 30-year term for the 2023 Bond sale).

While the CFD has been levying Special Taxes since FY 2017-18, the Fiscal Year 2022-23 special tax levy was the first where individual homeowners had acquired property within the boundaries of the CFD and were levied annual special taxes. It is anticipated that, as a result of the annexation and the issuance of the 2023 Bond Sale, at buildout, parcels of developed property will see an annual savings related to their facilities special tax.

SPECIFIC ACTIONS: The City Council to hold the public hearing and consider the adoption of the Resolution.

The Board adopt the resolution authorizing the issuance of the 2023 Bonds and approving the documents related thereto. These documents include the following:

Amended and Restated Fiscal Agent Agreement. Agreement between the Authority and U.S.

Bank Trust Company, National Association, (the "Fiscal Agent") that includes the terms of the 2017 Bonds and that specifies the terms of the 2023 Bonds, it also provides for the funds and accounts to be held by the Fiscal Agent, the bond redemption provisions and the certain covenants of the Authority with respect to the 2017 and 2023 Bonds.

Purchase Contract. Contract between the Authority and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), whereby the Authority agrees to sell the 2023 Bonds to the Underwriter and the Underwriter agrees to buy the 2023 Bonds from the Authority and sell them to the public.

Preliminary Official Statement. Disclosure document used by the Underwriter to inform investors about the upcoming bond sale and provide all material information for the potential investors to make a decision whether or not to buy the 2023 Bonds.

Continuing Disclosure Agreement (in the form appended to the Preliminary Official Statement). Specifies the Authority's obligation to provide annual disclosure to the municipal bond market related to the 2023 Bonds by preparing and filing annual disclosure reports, and it provides for the Authority to give notices of certain material events related to the CFD and the 2023 Bonds, if they occur.

If the resolution is adopted by the Board, it is anticipated that the sale of the 2023 Bonds will occur in early March and close by the middle of March.

FISCAL IMPACT: None. The 2023 Bonds will not be obligations of the City, or general obligations of the Authority, but will be limited obligations of the Authority for the CFD payable solely from special taxes levied on land in the CFD.

ATTACHMENTS: 1. Resolution — City

2. Resolution — Temecula Public Financing Authority (TPFA)

2. Amended and Restated Fiscal Agent Agreement

3. Bond Purchase Agreement

4. Preliminary Official Statement (including Continuing Disclosure Agreement)

RESOLUTION NO. 2023-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA MAKING FINDINGS WITH RESPECT TO

AND APPROVING THE ISSUANCE OF BONDS BY THE

TEMECULA PUBLIC FINANCING AUTHORITY

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

Section 1. The City of Temecula (the "City"), the Temecula Community Services District and the Temecula Housing Authority are parties to a Joint Exercise of Powers Agreement which established the Temecula Public Financing Authority (the "Authority") for the purpose, among others, of issuing bonds to finance public capital improvements.

Section 2. The Board of Directors of the Authority has formed the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "CFD"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") to finance various public improvements within the City of Temecula (the "Improvements").

Section 3. The City Council has on this date held a duly noticed public hearing with respect to the financing of the Improvements with the proceeds of the Bonds, as required by Section 6586.5(a) of the California Government Code.

Section 4. The City Council hereby finds that significant public benefits will arise from the financing of the Improvements with the proceeds of the Bonds, in accordance with Section 6586 of the California Government Code.

Section 5. The City Council hereby approves the financing of the Improvements with the proceeds of the Bonds, and the issuance of the Bonds by the Authority for the CFD.

Section 6. This Resolution shall take effect upon adoption.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10 day of February, 2023.

Zak Schwank, 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. 2023- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

RESOLUTION NO. TPFA 2023-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR THE TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2), AND APPROVING

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. 16-01 (Roripaugh Ranch Phase 2) (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 16-04 adopted by the Board of Directors on April 26, 2016.

Section 2. Pursuant to said proceedings, on March 16, 2017, the Temecula Public Financing Authority (the "Authority"), for and on behalf of the District: (i) entered into a Fiscal Agent Agreement, dated as of March 1, 2017 (the "Original Fiscal Agent Agreement"), with U.S. Bank National Association (now known as U.S. Bank Trust Company, National Association), as fiscal agent (the "Fiscal Agent"); and (ii) issued $42,815,000 initial principal amount of Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds") in order to provide financing for public improvements authorized to be funded by the District (the "Facilities").

Section 3. The Original Fiscal Agent Agreement provided for the issuance by the Authority for the District of Parity Bonds, as defined therein, secured on a parity with the 2017 Bonds, in order to provide additional financing for costs of the Facilities.

Section 4. There have been submitted to the Board of Directors for its approval certain documents providing for the issuance and sale of two additional series of bonds of the Authority for the District (collectively, the "2023 Bonds") and the use of the proceeds of the 2023 Bonds to finance costs of the Facilities, and the Board of Directors, with the assistance of City of Temecula Staff and consultants, has reviewed said documents and found them to be in proper order.

Section 5. On April 24, 2001, the Board of Directors adopted Resolution No. TPFA 0 1 -02 approving local goals and policies for community facilities districts (the "Goals and Policies") and the proposed 2023 Bonds are consistent with the Goals and Policies.

Section 6. Pursuant to Section 5852.1 of the California Government Code, certain information relating to the 2023 Bonds is set forth in Exhibit A attached to this Resolution, and such information is hereby disclosed and made public.

Section 7. Following the adoption of this Resolution, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the 2023 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, this Resolution and the Amended and Restated Fiscal Agent Agreement (referenced in Section 9 below), the 2023 Bonds designated as "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A" and "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B," in an aggregate principal amount not to exceed $10,000,000 are hereby authorized to be issued and sold as provided herein. The 2023 Bonds shall be secured on a parity with the 2017 Bonds under the Amended and Restated Fiscal Agent Agreement, and shall be executed in the respective forms set forth in and otherwise as provided in the Amended and Restated Fiscal Agent Agreement.

In furtherance of the issuance of the 2023 Bonds, the Board of Directors hereby finds and determines that (a) the 2023 Bonds satisfy the requirements of Section 53345.8(a) of the Act in that the appraised value of the real property in the District is more than three times the aggregate of the principal amount of the 2023 Bonds and the outstanding principal amount of the 2017 Bonds, based upon the appraised value of the real property in the District as determined by Integra Realty Resources in its appraisal of the property in the District subject to the levy of the special taxes for the District; (b) the 2023 Bonds, when issued pursuant to the Amended and Restated Fiscal Agent Agreement, will be in accordance with the Goals and Policies; (c) the 2023 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 has adopted the Debt Policies as the debt policies for the Authority, and (d) the 2017 Bond Transfer Restriction Release Date, as defined in the Original Fiscal Agent Agreement, has occurred.

Section 9. The Amended and Restated Fiscal Agent Agreement, 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 Amended and Restated Fiscal Agent Agreement in said form, with such additions thereto or changes therein as are approved by the Designated Officer executing the Amended and Restated 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 Amended and Restated 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 N

payment, terms of redemption and other terms of the 2023 Bonds shall be as provided in the Amended and Restated Fiscal Agent Agreement.

Section 10. The Bond Purchase Agreement (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 2023 Bonds contained in the Purchase Contract; provided that (a) the aggregate principal amount of the 2023 Bonds sold thereby is not in excess of $10,000,000, (b) the true interest cost of the 2023 Bonds is not in excess of 7.0%, (c) the underwriter's discount is not in excess of 2.0% of the aggregate principal amount of the 2023 Bonds, and (d) the requirements of clause (a) of the second paragraph of Section 8 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 describing the 2023 Bonds, 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 2023 Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the 2023 Bonds.

The Designated Officers, each acting alone, are hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final.

Section 12. The Continuing Disclosure Agreement related to the 2023 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.
3 Section 13. The Authority hereby covenants, for the benefit of the owners of the 2023 Bonds, 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 2023 Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

Section 14. The 2023 Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the 2023 Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the 2023 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 2023 Bonds to the Underwriter upon payment of the purchase price therefor.

Section 15. All actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the 2023 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 which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the 2023 Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved.

Section 16. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 14th day of February, 2023.

ATTEST:

Randi Johl, Secretary
[SEAL]
Zak Schwank, Chair
4 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 2023- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 141h day of February, 2023, 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 2023 Bonds: 5.67%
(B) Finance Charges: $516,693
(C) Net Proceeds to be Received: $7,470,212 (net of Finance Charges, reserves or capitalized interest)
(D) Total Payment Amount through Maturity (sum of all 2023 Bond debt service): $28,754,001 The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on January 10, 2023.

The principal amount of the 2023 Bonds, the true interest cost of the 2023 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 2023 Bonds being different than the date used for purposes of such estimates, (b) the actual principal amount of 2023 Bonds sold being different from the estimated amount used for purposes of such estimates, (c) the actual principal amortization of the 2023 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates on the 2023 Bonds at the time of sale of the 2023 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 2023 Bonds and the actual principal amount of the 2023 Bonds sold will be determined based on the timing of the need for proceeds of the 2023 Bonds and other factors. The actual interest rates on the 2023 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the principal of the 2023 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.

Exhibit A

Quint & Thimmig LLP

AMENDED AND RESTATED 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 March 1, 2023
relating to:

Temecula Public Financing Authority
Community Facilities District No. 16-01
(Roripaugh Ranch Phase 2)
2017 Special Tax Bonds,
and
Temecula Public Financing Authority
Community Facilities District No. 16-01
(Roripaugh Ranch Phase 2)
Special Tax Bonds, Series 2023A
and
Temecula Public Financing Authority
Community Facilities District No. 16-01
(Roripaugh Ranch Phase 2)
Special Tax Bonds, Capital Appreciation Series 2023B
11/10/22
12/16/22
1/11/23
1/25/23
20009.22:J18687

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 BONDS
Section 2.01.

Principal Amount; Designation...................................................................................................................13 Section 2.02.

Terms of the 2017 Bonds and the 2023 Bonds............................................................................................13 Section2.03.

Redemption.....................................................................................................................................................15 Section2.04.

Form of Bonds................................................................................................................................................19 Section2.05.

Execution of Bonds........................................................................................................................................19 Section2.06.

Transfer of Bonds........................................................................................................................................... 20 Section2.07.

Exchange of Bonds......................................................................................................................................... 20 Section2.08.

Bond Register.................................................................................................................................................. 20 Section2.09.

Temporary Bonds........................................................................................................................................... 20 Section 2.10.

Bonds Mutilated, Lost, Destroyed or Stolen.............................................................................................. 21 Section2.11.

Limited Obligation......................................................................................................................................... 21 Section2.12.

No Acceleration.............................................................................................................................................. 21 Section2.13.

Book -Entry System......................................................................................................................................... 21 Section 2.14.

Issuance of Parity Bonds............................................................................................................................... 23 ARTICLE III
ISSUANCE OF 2017 BONDS AND 2023 BONDS
Section 3.01.

Issuance and Delivery of 2017 Bonds and 2023 Bonds............................................................................. 24 Section 3.02.

Pledge of Special Tax Revenues................................................................................................................... 24 Section3.03.

Validity of Bonds............................................................................................................................................ 24 ARTICLE IV

FUNDS AND ACCOUNTS
Section4.01.

Application of Funds..................................................................................................................................... 25 Section4.02.

Improvement Fund........................................................................................................................................ 25 Section 4.03.

Costs of Issuance Fund.................................................................................................................................. 26 Section4.04.

Reserve Fund.................................................................................................................................................. 27 Section4.05.

Bond Fund....................................................................................................................................................... 28 Section4.06.

Special Tax Fund............................................................................................................................................ 29 Section 4.07.

Administrative Expense Fund..................................................................................................................... 31 ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section5.01.

Punctual Payment.......................................................................................................................................... 32 Section5.02.

Limited Obligation......................................................................................................................................... 32 Section 5.03.

Extension of Time for Payment.................................................................................................................... 32 Section 5.04.

Against Encumbrances.................................................................................................................................. 32 Section5.05.

Books and Records......................................................................................................................................... 32 Section 5.06.

Protection of Security and Rights of Owners............................................................................................. 32 Section5.07.

Compliance with Act..................................................................................................................................... 32 Section 5.08.

Collection of Special Tax Revenues............................................................................................................. 32 Section 5.09.

Covenant to Foreclose................................................................................................................................... 33 Section 5.10.

Further Assurances........................................................................................................................................ 34 Section 5.11.

Private Activity Bond Limitations............................................................................................................... 34 Section 5.12.

Federal Guarantee Prohibition..................................................................................................................... 34 Section5.13.

Rebate Requirement....................................................................................................................................... 34 Section5.14.

No Arbitrage................................................................................................................................................... 35 Section 5.15.

Yield of the 2017 Bonds................................................................................................................................. 35 Section 5.16.

Maintenance of Tax-Exemption................................................................................................................... 35 Section 5.17.

Continuing Disclosure to Owners............................................................................................................... 35 Section 5.18.

Reduction of Special Taxes........................................................................................................................... 36 Section 5.19.

Limits on Special Tax Waivers and Bond Tenders.................................................................................... 36 Section5.20.

No Additional Bonds..................................................................................................................................... 36 Section 5.21.

Authority Bid at Foreclosure Sale................................................................................................................ 36 -i-

ARTICLE VI

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

Deposit and Investment of Moneys in Funds............................................................................................ 37 Section6.02.

Limited Obligation......................................................................................................................................... 38 Section 6.03.

Liability of Authority..................................................................................................................................... 38 Section 6.04.

Employment of Agents by Authority......................................................................................................... 39 ARTICLE VII

THE FISCAL AGENT
Section 7.01.

Appointment of Fiscal Agent....................................................................................................................... 40 Section 7.02.

Liability of Fiscal Agent................................................................................................................................ 41 Section7.03.

Information..................................................................................................................................................... 42 Section 7.04.

Notice to Fiscal Agent................................................................................................................................... 42 Section 7.05.

Compensation, Indemnification.................................................................................................................. 42 Section 8.01.

Section 8.02.

Section 8.03.

Section 8.04.

Section 8.05.

Section 8.06.

Section 8.07.

Section 9.01.

Section 9.02.

Section 9.03.

Section 9.04.

Section 9.05.

Section 9.06.

Section 9.07.

Section 9.08.

Section 9.09.

Section 9.10.

Section 9.11.

Section 9.12.

Section 9.13.

Section 9.14.

Section 9.15.

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
AmendmentsPermitted................................................................................................................................ 44 Owners' Meetings.......................................................................................................................................... 44 Procedure for Amendment with Written Consent of Owners................................................................ 45 DisqualifiedBonds......................................................................................................................................... 45 Effect of Supplemental Agreement............................................................................................................. 45 Endorsement or Replacement of Bonds Issued After Amendments...................................................... 46 Amendatory Endorsement of Bonds........................................................................................................... 46

ARTICLE IX

MISCELLANEOUS
Benefits of Agreement Limited to Parties..................................................................................................

Successor is Deemed Included in All References to Predecessor..........................................................

Dischargeof Agreement..............................................................................................................................

Execution of Documents and Proof of Ownership by Owners..............................................................

Waiverof Personal Liability........................................................................................................................

Notices to and Demands on Authority and Fiscal Agent.......................................................................

State Reporting Requirements....................................................................................................................

PartialInvalidity............................................................................................................................................

UnclaimedMoneys.......................................................................................................................................

ApplicableLaw.............................................................................................................................................

Conflictwith Act...........................................................................................................................................

Conclusive Evidence of Regularity............................................................................................................

Paymenton Business Day............................................................................................................................

Counterparts..................................................................................................................................................

EffectiveDate.................................................................................................................................................

EXHIBIT A — FORM OF 2017 BOND
EXHIBIT B — FORM OF 2023A BOND
EXHIBIT C — FORM OF 2023B BOND
EXHIBIT D — TABLE OF ACCRETED VALUES FOR THE 2023B BONDS 47 47
47 48
48 48
49 50
50 50
50 50
50 51
51 AMENDED AND RESTATED FISCAL AGENT AGREEMENT
THIS AMENDED AND RESTATED FISCAL AGENT AGREEMENT (the "Agreement"), dated as of March 1, 2023, 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. 16-01 (Roripaugh Ranch Phase 2) (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 16-04 of the Board of Directors of the Authority adopted on April 26, 2016 (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 secured by said special taxes under the Act; WHEREAS, under the provisions of the Act, on January 24, 2017 the Board of Directors of the Authority adopted its Resolution No. TPFA 17-01, which Resolution No. TPFA 17-01 authorized the issuance and sale of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), and on February 14, 2023, the Board of Directors of the Authority adopted Resolution No. TPFA 23- which Resolution No. 23- authorized the issuance and sale of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A (the "2023A Bonds") and the Temecula Public Financing Authority Community Facilities District No.16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (the "2023B Bonds");
WHEREAS, under the authority of the Act and Resolution No. TPFA 17-01, the Authority and U.S. Bank National Association, as fiscal agent, entered into a Fiscal Agent Agreement, dated as of March 1, 2017 (the "Original Fiscal Agent Agreement"), to provide for the issuance of the 2017 Bonds, the disbursement of the proceeds of the 2017 Bonds, the disposition of the special taxes to be used to repay the 2017 Bonds, and the administration and payment of the 2017 Bonds; WHEREAS, all things necessary to cause the 2017 Bonds when authenticated by the Authority for the District and issued as in the Act, Resolution No. TPFA 17-01 and the Original Fiscal Agent Agreement provided, to be legal, valid and binding special obligations of the Authority for and on behalf of the District in accordance with their terms, and the creation, authorization, execution and issuance of the 2017 Bonds, subject to the terms thereof, have been taken and were in all respects duly authorized and in conformity with the Act; WHEREAS, the 2017 Bonds were issued on March 16, 2017 in the initial principal amount of $42,815,000 and, as of the Effective Date (as defined herein), there are $39,260,000 principal amount of 2017 Bonds outstanding;
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WHEREAS, the Authority now desires to issue the 2023A Bonds and the 2023B Bonds under the authority of the Act and Resolution No. TPFA 23- and to amend and restate the Original Fiscal Agent Agreement in its entirety with this Agreement all as of the Effective Date; WHEREAS, it is intended that, as provided in Section 9.15 hereof, from and after the Effective Date, this Agreement shall govern for all purposes the terms and conditions of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, the Original Fiscal Agent Agreement shall be superseded in its entirety by this Agreement, and the Original Fiscal Agent Agreement shall be of no further force or effect;
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 2017 Bonds, the 2023A Bonds and the 2023B Bonds, that the Authority enter into this Agreement to provide for the issuance of the administration of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, the disposition of funds held by the Fiscal Agent under the Original Fiscal Agent Agreement, the disbursement of proceeds of the 2023A Bonds and of the 2023B Bonds, the disposition of the special taxes to be used to repay the 2017 Bonds, the 2023A Bonds and the 2023B Bonds and the administration and payment of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds, subject to the terms hereof, have in all respects been duly authorized.

AGREEMENT:

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

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and Resolution No. 23-
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.
"Accreted Interest" means, with respect to any Capital Appreciation Bonds, the Accreted Value thereof minus the Denominational Amount thereof as of the date of calculation. "Accreted Value" means, as of the date of calculation, the Denominational Amount thereof, plus Accreted Interest thereon at the applicable Accretion Rate to such date of calculation, compounded semiannually on each Interest Payment Date following their issuance, assuming in any such semiannual period that such Accreted Value increases in equal daily amounts on the basis of a 360-day year of twelve 30-day months. The Accreted Values as of Interest Payment Dates for the 2023B Bonds are as set forth in Exhibit D hereto. "Accretion Rate" means (a) with respect to the 2023B Bonds, %, and (b) with respect to any other Capital Appreciation Bonds, as set forth in any Supplemental Agreement pursuant to which such Bonds are issued.
"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 -3-

government in order for the Authority to comply with Section 5.13; an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts advanced by the Authority or the City for any administrative purpose of the District, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure compliance with Section 5.13, administrative costs related to the administration of any joint community facilities agreement regarding the District, and the costs of commencing and pursuing foreclosure of delinquent Special Taxes. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid.
"Administrative Expense Fund" means the fund by that name established by Section

4.07(A) hereof.
"Agreement" means this Amended and Restated 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 accruing on the Outstanding Current Interest 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 Current Interest Bonds and Accreted Value of the Outstanding Capital Appreciation 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.
"Authori " 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 Denominations" means (a) with respect to any Current Interest Bonds, $5,000 and integral multiples thereof, and (b) with respect to any Capital Appreciation Bonds, $5,000 Maturity Value and any integral multiples thereof. "Authorized Officer" means the Chair of the Board of Directors of the Authority, or the Executive Director, Treasurer or Secretary of the Authority, or any other officer or employee of the Authority or the City authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
"Beneficial Owner" has the meaning given to such term in Section 2.13 hereof. "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. -4-

"Bond Obligation" means, as of any given date of calculation, (a) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, and (b) with respect to any Outstanding Capital Appreciation Bond, the then Accreted Value thereof. "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.
"Bonds" means the 2017 Bonds, the 2023A Bonds, the 2023B Bonds and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "CDIAC" means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. "Capital Appreciation Bonds" means 2023B Bonds, and any Parity Bonds the interest on which is accretes following their issuance, with all principal and interest payable solely at maturity or earlier redemption date.
"Capitalized Interest Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof.
"CC" means the City of Temecula, California.
"Closing Date" means (a) with respect to the 2017 Bonds, March 16, 2017, being the date upon which there is a physical delivery of the 2017 Bonds in exchange for the amount representing the purchase price of the 2017 Bonds by the Original Purchaser; and (b) with respect to the 2023 Bonds, March J 2023, being the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2017 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2017 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
"Continuing Disclosure Agreement" means, collectively (i) the Continuing Disclosure Agreement of the Authority, dated as of March 1, 2017, by and between the Authority and Webb Municipal Finance, LLC, as dissemination agent (the "Dissemination Agent"), as originally executed and as it may be amended from time to time in accordance with its terms; and (ii) the Continuing Disclosure Agreement pertaining to the 2023 Bonds, dated as of March 1, 2023 for the 2023 Bonds, by the Authority and the Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with its terms. "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 2023 Bonds, -5-

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 2023 Bonds, special tax consultant fees and expenses, Bond (underwriter's) discount, legal fees and charges, including bond counsel and disclosure counsel, municipal advisor's fees, appraisal fees, charges for execution, transportation and safekeeping of the 2023 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.
"Current Interest Bonds" means 2017 Bonds, the 2023A Bonds and any Parity Bonds the interest on which is payable on each Interest Payment Date following their issuance until the earlier of maturity or redemption.
"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, or Accreted Value (including principal or Accreted Value payable by reason of Section 2.03(A)(ii)) on the Bonds and the scheduled amount of interest and amortization of principal or Accreted Value payable on any Parity Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal or Accreted Value which has been retired before the beginning of such period.
"Denominational Amount" means, with respect to a Capital Appreciation Bond, the initial principal amount thereof.
"Depository" means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.13.
"District" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2), formed by the Authority under the Act and the Resolution of Formation.
"Effective Date" has the meaning given to such term in Section 9.15. "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 M

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.
"Fitch" means Fitch, Inc. and any successor thereto.
"Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof.
"Independent Financial Consultant" means any consultant or firm of such consultants appointed by the Authority, the City or the Treasurer, and who, or each of whom: (i) is judged by the person or entity that approved them to have experience in matters relating to the issuance and / or administration of bonds under the Act; (ii) is in fact independent and not under the domination of the Authority; (iii) does not have any substantial interest, direct or indirect, with or in the Authority, or any owner of real property in the District, or any real property in the District; and (iv) is not connected with the City or the Authority as an officer or employee of the City or the Authority, but who may be regularly retained to make reports to the City or the Authority.
"Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http: / / emma.msrb.org); and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such services providing information with respect to called bonds as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent.
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"Interest Payment Dates" means March 1 and September 1 of each year, so long as the Bonds are Outstanding.
"Maturity Value" means (a) with respect to any Capital Appreciation Bond, the Accreted Value of any such Bond on its stated maturity date; and (b) with respect to any Current Interest Bond, the principal amount thereof.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Moody's" means Moody's Investors Service, and any successor thereto. "Officer's Certificate" means a written certificate of the Authority signed by an Authorized Officer of the Authority.
"Ordinance" means any ordinance of the Authority levying the Special Taxes. "Original Fiscal Agent Agreement" means the Fiscal Agent Agreement, dated as of March 1, 2017, between the Authority, for and on behalf of the District, and the Fiscal Agent as successor in interest to U.S. Bank National Association, as fiscal agent. "Original Purchaser" means Stifel, Nicolaus & Company, Incorporated, the first purchaser of the 2017 Bonds and the 2023 Bonds from the Authority. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Authority pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bondowner" means any person who is the registered owner of any particular Outstanding Bond.
"Parity Bonds" means bonds issued by the Authority for the District and secured on a parity with any then Outstanding Bonds pursuant to Section 2.14 hereof. "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement.
"Permitted Investments" means any of the following, but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities.
(b) Registered state warrants or treasury notes or bonds of the State of California (the "State"), including bonds payable solely out of the revenues from a revenue - producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State, which are rated in one of the two highest short- term or long-term rating categories by either Moody's or S&P, and which have a maximum term to maturity not to exceed three years.

(c) Unsecured certificates of deposit, time deposits and bankers' acceptance of any bank the short-term obligations of which are rated on the date of purchase "A-1+" or better by S&P and "P-1" by Moody's and or certificates of deposit (including those of the Fiscal Agent, its parent and its affiliates) secured at all times by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law which are issued by commercial banks, savings and loan associations or mutual savings bank whose short-term obligations are rated on the date of purchase A-1 or better by S&P, Moody's and Fitch.
(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 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 0 institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement.
(g) The Local Agency Investment Fund of the State of California. (h) Investments in a money market fund (including any funds of the Fiscal Agent or its affiliates and including any funds for which the Fiscal Agent or its affiliates provides investment advisory or other management services) rated in the highest rating category (without regard to plus (+) or minus (-) designations) by Moody's or S&P. (i) Any other lawful investment for City funds.
"Principal Office" means the corporate trust office of the Fiscal Agent set forth in Section

9.06, except for the purpose of maintenance of the registration books and presentation of Bonds for payment, transfer or exchange, such term shall mean the office at which the Fiscal Agent conducts its corporate agency business, or such other or additional offices as may be designated by the Fiscal Agent.
"Project" means the facilities eligible to be funded by the District, as more particularly described in the Resolution of Formation.
"Rate and Method of Apportionment of Special Taxes" means the rate and method of apportionment of special taxes for the District, as approved pursuant to the Resolution of Formation, and as it may be modified from time to time in accordance with the Act. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "Refunding Bonds" means bonds issued by the Authority for the District the net proceeds of which are used to refund all or a portion of the then Outstanding Bonds; provided that the Debt Service on the Refunding Bonds in any Bond Year is not in excess of the Debt Service on the Bonds being refunded and the final maturity of the Refunding Bonds is not later than the final maturity of the Bonds being refunded.
"Reserve Fund" means the fund by that name established pursuant to Section 4.04(A) hereof.
"Reserve Requirement" means, as of any date of calculation, an amount equal to the least of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the sum of the principal amount of the then Outstanding Current Interest Bonds and the principal amount of the then Outstanding Capital Appreciation Bonds. The Reserve Requirement as of the Effective Date is $ "Resolution No. 17-01" means Resolution No. TPFA 17-01, adopted by the Board of Directors of the Authority on January 24, 2017.
"Resolution No. 23- it means Resolution No. TPFA 23- adopted by the Board of Directors of the Authority on February 14, 2023.
"Resolution of Formation" means Resolution No. TPFA 16-04, adopted by the Board of Directors of the Authority on April 26, 2016.
"S&P" means S&P Global Ratings, and any successor thereto. -10-

"Securities Depositories" means The Depository Trust Company, 55 Water Street, New York, New York 10041-0099, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and / or such other securities depositories as the Authority may designate in an Officer's Certificate delivered to the Fiscal Agent.
"Special Tax A" shall have the meaning given such term in the Rate and Method of Apportionment of Special Taxes.
"Special Tax B" shall have the meaning given such term in the Rate and Method of Apportionment of Special Taxes.
"Special Tax Fund" means the fund by that name established by Section 4.06(A) hereof. "Special Tax Prepayments" means the proceeds of any prepayments of Special Tax A received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of the Special Taxes, less any administrative fees or penalties collected as part of any such prepayment.
"Special Tax Prepayments Account" means the account by that name established within the Bond Fund by Section 4.05(A) hereof.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. "Special Tax Revenues" does not include any penalties collected in connection with delinquent Special Taxes, which amounts may be deposited to the Administrative Expense Fund or otherwise disposed of as determined by the Treasurer consistent with any applicable provisions of the Act. "Special Taxes" means the Special Tax A levied within the District pursuant to the Act, the Ordinance, the Rate and Method of Apportionment of Special Taxes 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. "2017 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "2017 Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds Outstanding under this Agreement.
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"2023 Account" means the account by that name within the Improvement Fund, created by and held by the Fiscal Agent pursuant to Section 4.02(A) hereof. "2023 Bonds" means, collectively, the 2023A Bonds and the 2023B Bonds. "2023A Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Series 2023A Outstanding under this Agreement.
"2023B Bonds" means the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Capital Appreciation Series 2023B Outstanding under this Agreement.
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ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. 2017 Bonds in the aggregate principal amount of Forty -Two Million Eight Hundred Fifteen Thousand Dollars ($42,815,000) were authorized to be issued as Current Interest Bonds by the Authority for and on behalf of the District under and subject to the terms of Resolution No. 17-01 and Original Fiscal Agent Agreement, the Act and other applicable laws of the State of California. The 2017 Bonds were designated and remain designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds." 2023A Bonds in the aggregate principal amount of Million Thousand Dollars ($ ) are hereby authorized to be issued as Current Interest Bonds by the Authority for and on behalf of the District under and subject to Resolution No. 22- and this Agreement, the Act and other applicable laws of the State of California. The 2002A Bonds are hereby designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Series 2023A." 2023B Bonds in the aggregate principal amount of Million Thousand Dollars ($ ) ($ aggregate Maturity Value) are hereby authorized to be issued as Capital Appreciation Bonds by the Authority for and on behalf of the District under and subject to Resolution No. 22- and this Agreement, the Act and other applicable laws of the State of California. The 2002A Bonds are hereby designated the "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 1) Special Tax Bonds, Capital Appreciation Series 2023B."
Section 2.02. Terms of the 2017 Bonds and the 2023 Bonds. (A) Form; Denominations. The 2017 Bonds and the 2023 Bonds shall be issued in fully registered form without coupons in Authorized Denominations. (B) Date of 2017 Bonds. The 2017 Bonds shall be dated the Closing Date for the 2017 Bonds and the 2023 Bonds shall be dated the Closing Date for the 2023 Bonds. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the 2017 Bonds and on the 2023 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2017 Bonds or the 2023 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 2017 Bonds or the 2023 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 2017 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum as follows:
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Maturity Date
(September 1)
Principal Amount
Interest Rate
2027
$ 7,280,000

5.500%
2032
5,410,000

5.750
2037
7,215,000

6.125
2047
22,910,000

6.250
The 2023A 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
The 2023B Bonds shall mature on September 1, 2053. Interest on the 2023B Bonds shall compound on each Interest Payment Date at the Accretion Rate of % per annum. The Accreted Value of the 2023B Bonds as of any Interest Payment Date shall be determined by the Table of Accreted Values set forth in Exhibit D hereto, and the Accreted Value of the 2023B Bonds as of any other date shall be determined as set forth in the definition "Accreted Value" in Section

1.03. (E) Interest. The Current Interest Bonds shall bear interest at the respective rates for the 2017 Bonds and the 2023A Bonds 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 Current Interest 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 its respective Closing Date; provided, however, that if at the time of authentication of a 2017 Bond or a 2023B Bond, interest is in default thereon, such Current Interest Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Interest on the 2023B Bonds shall compound on each Interest Payment Date at the Accretion Rate for such Bonds set forth in Section 2.02(D), and shall be payable only at the maturity of the 2023B Bonds or upon prior redemption thereof. (F) Method of Payment. Interest on the Current Interest 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 Current Interest Bonds and the Accreted Value of the Capital Appreciation Bonds and any premium on the Bonds -14-

are payable by check in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the Authority upon the Authority's request.

Section 2.03. Redemption
(A) Redemption Dates.
(i) Optional Redemption. The 2017 Bonds maturing on or after September 1, 2028 are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 2027, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the 2017 Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

The 2023A Bonds maturing on or after September 1, are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the 2023A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium.

The 2023B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, , as a whole, or in part in amounts of $5,000 Maturity Value or any integral multiple thereof among maturities so as to maintain substantially level Debt Service on the Bonds, and by lot within a maturity, at a redemption price equal to the then Accreted Value of the 2023B Bonds to be redeemed, without premium.
(ii) Mandatory Sinking Payment Redemption. The 2017 Bonds maturing on September 1, 2027, are subject to mandatory sinking payment redemption in part on September 1, 2018, 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
2018
$565,000
2019
595,000
2020
630,000
2021
665,000
2022
700,000
2023
740,000
2024
780,000
2025
820,000
2026
870,000
2027 (maturity)
915,000
The 2017 Bonds maturing on September 1, 2032, are subject to mandatory sinking payment redemption in part on September 1, 2028, and on each September 1 thereafter to -15-

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
2028 $ 965,000
2029 1,020,000
2030 1,080,000
2031 1,140,000
2032 (maturity) 1,205,000
The 2017 Bonds maturing on September 1, 2037, are subject to mandatory sinking payment redemption in part on September 1, 2033, 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
2033 $1,275,000
2034 1,355,000
2035 1,440,000
2036 1,525,000
2037 (maturity) 1,620,000
The 2017 Bonds maturing on September 1, 2047, are subject to mandatory sinking payment redemption in part on September 1, 2038, 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
2038
$1,720,000
2039
1,825,000
2040
1,940,000
2041
2,060,000
2042
2,190,000
2043
2,325,000
2044
2,470,000
2045
2,625,000
2046
2,790,000
2047 (maturity)
2,965,000
The amounts in the four foregoing tables shall be reduced to the extent practicable so as to maintain level Debt Service on the Bonds, as a result of any prior partial redemption of the 2017 Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.

The 2023A 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 -16-

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 the substantially level Debt Service on the Bonds, as a result of any prior partial redemption of the 2023A Bonds pursuant to Section 2.03(A)(i) above or Section

2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent.

The 2023B Bonds 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 then Accreted Value thereof to be redeemed, without premium, from sinking payments as follows:

Redemption Date Accreted Value of
(September 1) Sinking Payments
The amounts in the foregoing table shall be reduced to the extent practicable so as to maintain the substantially level Debt Service on the Bonds, as a result of any prior partial redemption of the 2023B Bonds pursuant to Section 2.03(A)(i) above or Section

2.03(A)(iii) below, as specified in writing by the Treasurer to the Fiscal Agent. (iii) Redemption From Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to Section 4.05(B)(ii) and Section 4.04(F), respectively, shall be used to redeem 2017 Bonds and 2023 Bonds in whole, or in part in an amount equal to $5,000 ($5,000 Maturity Value with respect to the 2023B Bonds) or any integral multiple thereof, on the next March 1 or September 1 for which notice of redemption can timely be given under Section 2.03(D), by lot within a maturity and allocated among series and maturities of the 2017 Bonds, the 2023A Bonds and the 2023B Bonds so as to maintain substantially level Debt Service on the Bonds, at a redemption price (expressed as a percentage of the principal amount of the Current Interest Bonds or the Accreted Value as of the redemption date of the 2023B Bonds, as applicable, to be redeemed), as set forth below, together with in the case of the 2017 Bonds and the 2023A Bonds accrued interest to the date fixed for redemption:

Redemption Dates
Redemption Prices
any March 1 or September 1 from September 1, 2023
to and including March 1, 2025
1037o
September 1, 2025 and March 1, 2026
102
September 1, 2026 and March 1, 2027
101
September 1, 2027 and any March 1 or September 1
100
thereafter
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its intention to redeem 2017 Bonds or 2023 Bonds pursuant to subsection (A)(i) or (A)(iii) not less -17-

than forty-five (45) days prior to the applicable redemption date, or such lesser number of days as the Fiscal Agent shall allow.
(C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section

2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2017 Bonds or 2023 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase prior to the selection of 2017 Bonds or 2023 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 (i) in no event may 2017 Bonds or 2023A 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 2017 Bonds or 2023A Bonds were to be redeemed in accordance with this Agreement, and (ii) in no event may 2023B Bonds be purchased at a price in excess of the Accreted Value thereof as of the date of purchase. Bonds so purchased will be cancelled by the Fiscal Agent and the Authority shall receive a credit against the next regularly scheduled redemption of Bonds under Section

2.03(A) in the amount of the principal or Accreted Value, as applicable, of the Bonds so purchased. (D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories, to one or more Information Services (or by such other means as permitted by such services), and to the respective registered Owners of any 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 Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds of a series are to be called for redemption, shall designate the CUSIP numbers and, if applicable, Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and, if applicable, Bond number of each Bond to be redeemed or if Bond numbers have been assigned by the Fiscal Agent to the Bonds shall state that all Bonds of a series between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities of a series have been called for redemption, shall state as to any Bond called in part the Accreted Value and Maturity Value thereof, as applicable, to be redeemed, and shall require that such 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 Bonds will not accrue or accrete, as applicable, from and after the redemption date.

Notwithstanding the foregoing, in the case of any redemption of the Bonds under Section

2.03(A)(i) above, the notice of redemption may state that the redemption is conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and that the redemption shall not occur if by no later than the scheduled redemption date sufficient moneys to redeem the Bonds have not been deposited with the Fiscal Agent. In the event that the Fiscal Agent does not receive sufficient funds by the scheduled redemption date to so redeem the Bonds to be redeemed, the Fiscal Agent shall send written notice to the owners of the Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of redemption was given shall remain Outstanding for all purposes of this Agreement.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number -18-

identifying, by issue and maturity, the 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 Bonds of a series (other than a redemption pursuant to Section 2.03(A)(ii)), the Fiscal Agent shall select the Bonds of such series to be redeemed, from all Bonds of such series or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Treasurer (who shall specify Bonds to be redeemed so as to maintain substantially level Debt Service on the Bonds), and by lot within a maturity of a series in any manner which the Fiscal Agent deems appropriate.

Upon surrender of Bonds redeemed in part only, the Authority shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the Authority, a new Bond or Bonds, of the same series and maturity, of Authorized Denominations in aggregate Maturity Value equal to the unredeemed portion of the Bond or 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, or Accreted Value of, as applicable, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.
(F) Redemption of Parity Bonds. Redemption provisions, if any, pertaining to any Parity Bonds shall be set forth in the Supplemental Agreement providing for such Parity Bonds.

Section 2.04. Form of Bonds. The 2017 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, Resolution No. 17-01 and the Act.

The 2023A 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 B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, Resolution No. 23- and the Act.

The 2023B 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 C attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, Resolution No. 23- 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 the Chair of the Board of Directors of the Authority and the Secretary of the Authority. 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. -19-

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, Exhibit B or Exhibit Q as applicable, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred in Authorized Denominations, 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 of the same series and maturity, for a like aggregate Maturity Value 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 Maturity Value 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, Maturity Value, rate of interest or accretion, as applicable, 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 -20-

printed, lithographed or typewritten, shall be of such Authorized Denominations as may be determined by the Authority, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate Maturity Value of definitive Bonds of Authorized Denominations of each series of the Bonds. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like series, maturity and Maturity Value 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 series, maturity and Maturity Value in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the Authority and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

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

Section 2.12. No Acceleration. The principal or Accreted Value, as applicable, 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 2017 Bonds and the 2023 Bonds. One Bond for each maturity of each series of the 2017 Bonds, the 2023A Bonds and the 2023B 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 Bonds shall be registered in the -21-

Bond Register in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing.

The representatives of the Authority and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book -entry system, including the execution of the Depository's required representation letter.

With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation to any broker -dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the Authority nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on, or Accreted Value of, 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, or Accreted Value of, 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, or Accreted Value of, the Bonds to the extent of the amounts so paid.

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

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

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 Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in -22-

the Bond Register in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Section 2.14. Issuance of Parity Bonds. The Authority may issue one or more series of Parity Bonds, in addition to the 2017 Bonds and the 2023 Bonds, by means of a Supplemental Agreement and without the consent of any Bondowners, upon compliance with the provisions of this Section 2.14. Only bonds that comply with the requirements of this Section 2.14 shall be Parity Bonds, and such Parity Bonds shall constitute Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the Bonds hereunder on a parity with all other Bonds Outstanding hereunder. The Authority may issue Parity Bonds subject to the following specific conditions precedent:
(A) Current Compliance. The Authority shall be in compliance in all material respects on the date of issuance of the Parity Bonds with all covenants set forth in this Agreement and all Supplemental Agreements, and the principal amount of the Parity Bonds shall not cause the Authority to exceed the maximum authorized indebtedness of the District under the provisions of the Act.
(B) Payment Dates. The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on March 1 and September 1, and principal or Accreted Value thereof, as applicable, shall be payable on September 1 in any year in which principal is payable (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) Funds and Accounts; Reserve Fund Deposit. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts, and shall provide for a deposit to the Reserve Fund (or to a separate account created for such purpose) in an amount necessary so that the amount on deposit in the Reserve Fund (together with the amount in any such separate account), following the issuance of such Parity Bonds, is at least equal to the Reserve Requirement. (D) Refunding Bonds. The Parity Bonds must be Refunding Bonds. (E) Officer's Certificate. The Authority shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds set forth in subsections (A), (B), (C) and (D) of this Section 2.14 have been satisfied.

In delivering such Officer's Certificate, the Authorized Officer that executes the same may conclusively rely upon such certificates of the Fiscal Agent and others selected with due care, without the need for independent inquiry or certification.

Nothing in this Section 2.14 shall prohibit the Authority from issuing bonds or otherwise incurring debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under Section 3.02 of this Agreement.
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ARTICLE III
ISSUANCE OF 2017 BONDS AND 2023 BONDS
Section 3.01. Issuance and Delivery of 2017 Bonds and 2023 Bonds. The 2017 Bonds were issued by the Authority for the District on the Closing Date for the 2017 Bonds in the aggregate principal amount of $42,815,000 ($39,260,000 principal amount of which were outstanding as of the Closing Date for the 2023 Bonds).

At any time after the execution of this Agreement, the Authority may issue the 2023A Bonds and the 2023B Bonds for the District in the respective aggregate principal amounts set forth in Section 2.01 and deliver the 2023 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 2023 Bonds in accordance with the provisions of the Act, Resolution No. 23- and this Agreement, to authorize the payment of Costs of Issuance from the proceeds of the 2023 Bonds, to authorize withdrawals from the 2017 Account and from the 2023 Account of the Improvement Fund, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2023 Bonds to the Original Purchaser.

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 and the Capitalized Interest 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 2017 Account or the 2023 Account of 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 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 Funds.
(A) On the Effective Date, the Fiscal Agent shall transfer all monies in each of the following funds and accounts held by it under the Original Fiscal Agent Agreement to the following funds and accounts established and held by it under this Agreement:
(i) from the special tax fund to the Special Tax Fund;
(ii) from the bond fund to the Special Tax Fund;
(iii) from the prepayment account to the Prepayment Account of the Bond Fund; (iv) from the reserve fund to the Reserve Fund; and
(v) from the improvement fund to the 2017 Account of the Improvement Fund. (B) The proceeds of the purchase of the 2023A 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;
(ii) deposit $ in the Reserve Fund;
(iii) deposit $ in the 2023 Account of the Improvement Fund; and (iv) deposit $ in the Capitalized Interest Account of the Bond Fund. (C) The proceeds of the purchase of the 2023B 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;
(ii) deposit $ in the Reserve Fund; and
(iii) deposit $ in the 2023 Account of the Improvement Fund. (D) 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. 16-01 (Roripaugh Ranch Phase 2) Improvement Fund (the "Improvement Fund"), and within the Improvement Fund a 2017 Account and a 2023 Account. A deposit shall be made to the 2017 Account as provided in Section 4.01(A)(v). Deposits shall be made to the 2023 Account -25-

as required by Section 4.01(B)(iii) and (C)(iii), and clause (iv) of the second paragraph of Section

4.06(A). Moneys in the 2017 Account and in the 2023 Account of the Improvement Fund shall be held by the Fiscal Agent for the benefit of the Authority, and shall be disbursed for the payment or reimbursement of costs of the Project.
(B) Procedure for Disbursement. Disbursements from the 2017 Account and in the 2023 Account of 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. In making disbursements from the 2017 Account and the 2023 Account of the Improvement Fund, the Fiscal Agent first shall use $ [5% of net proceeds of 2023 Bonds] of the amount in the 2023 Account, second shall use amounts in the 2017 Account, and when all amounts have been withdrawn from the 2017 Account, third from the 2023 Account.

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 2017 Account and the 2023 Account of 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 2017 Account and the 2023 Account of the Improvement Fund shall be retained in the respective account of the Improvement Fund, to be used for the purposes of such account.
(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 2017 Account and the 2023 Account of 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 accounts within 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. 16-01 (Roripaugh Ranch Phase 2) 2023 Costs of Issuance Fund (the "Costs of Issuance Fund"), to the credit of which deposits shall be made as required by Section 4.01(B)(i) and (C)(i). Moneys in the Costs of Issuance Fund shall be held 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 -26-

from the date of delivery of the 2023 Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Treasurer for deposit by the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

Section 4.04. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent the Temecula Public Financing Authority Community Facilities District No. 16- 01(Roripaugh Ranch Phase 2) Reserve Fund (the "Reserve Fund"), to the credit of which a deposit shall be made as required by Section 4.01(A)(iv), (B)(ii) and (C)(ii), which in the aggregate equal to the Reserve Requirement as of the Closing Date for the 2023 Bonds, and deposits shall be made as provided in clause (ii) of the second paragraph of Section 4.06(A) and clause (ii) of Section

4.06(B). Moneys in the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest and any premium on the Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation 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 Current Interest Bonds, and the Accreted Value of and any premium on the Capital Appreciation 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 Debt Service 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 or Accreted Value as of the date of payment or redemption, as applicable, 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. -27-

Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.04(E) until after (i) the calculation of any amounts due to the federal government pursuant to Section 5.13 following payment of the Bonds and withdrawal of any such amount from the Reserve Fund for purposes of making such payment to the federal government, and (ii) payment of any fees and expenses due to the Fiscal Agent. (F) Transfer Upon Special Tax Prepayment. Whenever Special Taxes are prepaid and Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(iii) and 4.05(B)(ii), funds in the Reserve Fund in the amount of any applicable "Reserve Fund Credit," as such term is defined in and otherwise determined in accordance with Section H of the Rate and Method of Apportionment of Special Taxes, shall be transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(iii). The Treasurer shall deliver to the Fiscal Agent an Officer's Certificate specifying any amount to be so transferred, and the Fiscal Agent may rely on any such Officer's Certificate.
(G) Transfer to Pay Rebate. Amounts in the Reserve Fund shall be withdrawn, at the written request of an Authorized Officer, for purposes of paying any rebate liability under Section

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

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

Section 4.05. Bond Fund.
(A) Establishment of Bond Fund, Special Tax Prepayments Account and Capitalized Interest 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. 16-01 (Roripaugh Ranch Phase 2) 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 Section 4.01(A)(iii) and in clause (iii) of the second paragraph of Section 4.06(A).

There is also hereby created in the Bond Fund, a separate account held by the Fiscal Agent, the Capitalized Interest Account, to the credit of which a deposit shall be made as provided in Section

4.01(B)(iv).

Moneys in the Bond Fund and the accounts therein shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of and interest, or Accreted Value, as applicable, 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.

Notwithstanding the foregoing, amounts in the Bond Fund may be used for the purposes set forth in Section 2.03(C).
(B) Disbursements. (i) Bond Fund Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal, and interest and any premium, then due and payable on the Current Interest Bonds and the Accreted Value of and any premium on Capital Appreciation Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii), or a redemption of the Bonds required by Section 2.03(A)(i) or -28-

(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 or Accreted Value of, as applicable, 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 Current Interest Bonds, then to the payment of principal or Accreted Value due on the Bonds other than by reason of sinking payments, and then to payment of principal or Accreted Value 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. (iii) Capitalized Interest Account Disbursements. Moneys in the Capitalized Interest Account shall be transferred to the Bond Fund on the Business Day prior to September 1, 2023, and following such transfer the Capitalized Interest Account shall be closed.
(C) Investment. Moneys in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest 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, the Special Tax Prepayments Account and the Capitalized Interest Account shall be retained in the Bond Fund, the Special Tax Prepayments Account and the Capitalized Interest Account, respectively, to be used for purposes of such fund and accounts.

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. 16-01 (Roripaugh Ranch Phase 2) 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, which amounts shall be deposited by the Fiscal Agent to the Special Tax Fund. In addition, the Fiscal Agent shall deposit -29-

in the Special Tax Fund amounts to be transferred thereto pursuant to Sections 4.01(A)(i) and (ii), and 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, $50,000.00), 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 in Section 4.06(B) below; (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); and
(iv) any Special Tax Revenues constituting the portion, if any, of the Special Tax A Requirement (as defined in the Rate and Method of Apportionment), that is to pay directly for the acquisition or construction of any portion of the Project shall be separately identified by the Authority and shall be deposited by the Fiscal Agent in the 2023 Account of the Improvement Fund so long as the 2023 Account of the Improvement Fund has not theretofore been closed pursuant to Section 4.02(D), and if the 2023 Account of the Improvement Fund has been closed, then such amount shall be retained by the Authority to be used to pay Project costs.

Moneys in the Special Tax Fund shall be held by the Fiscal Agent for the benefit of the Authority and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds and the Authority. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Special Tax Fund and transfer the following amounts in the following order of priority (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Capitalized Interest Account, the Improvement Fund, the Reserve Fund and the Special Tax Prepayments Account to the Bond Fund pursuant to Sections

4.02(D), 4.04(D), (E), and (F), and 4.05(B)(ii) and (iii), such that the amount in the Bond Fund equals the principal (including any sinking payment), premium, if any, and interest due on the Current Interest Bonds and the Accreted Value and premium, if any, due on the Capital Appreciation 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 any amount in the Special Tax Fund in excess of the amount needed to -30-

make such transfers to the Bond Fund and the Reserve Fund (i) to the Administrative Expense Fund, from time to time, if monies are needed to pay Administrative Expenses in excess of the amount then on deposit in the Administrative Expense Fund; (ii) to such other fund or account established to pay Debt Service on or administrative expenses with respect to any bonds or other debt secured by a pledge of Special Tax Revenues subordinate to the pledge thereof under Section

3.02 of this Agreement; or (iii) to such other fund or account established by the Authority to be used for any lawful purpose under the Act and otherwise in accordance with the provisions of the Rate and Method of Apportionment of Special Taxes.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 4.07. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a separate fund to be held by the Treasurer, the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Administrative Expense Fund (the "Administrative Expense Fund"), to the credit of which deposits shall be made as required by Sections 4.01(C) and 4.03(B), and clause (i) of the second paragraph of Section 4.06(A). Moneys in the Administrative Expense Fund shall be held 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 $30,000.00 that have not otherwise been allocated to pay Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered, and transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Fund.
(C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Treasurer in the Administrative Expense Fund to be used for the purposes thereof.
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ARTICLE V

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

Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund (including the Capitalized Interest Account and 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 or Accreted Value of 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 Accreted Value 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 or Accreted Value 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 or Accreted Value, as applicable, of all of the Bonds then Outstanding and of all claims for interest or Accreted Value which shall not have so extended or funded.

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

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

Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the then Bond Obligation, 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. -32-

On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Treasurer with a notice stating the amount then on deposit in the Bond Fund (including any amounts in the Capitalized Interest Account or the Special Tax Prepayments Account therein) and the Reserve Fund, and informing the Authority that the Special Taxes may need to be levied pursuant to the Ordinance as necessary to provide for the Debt Service to become due on the Bonds in the calendar year that commences in the Fiscal Year for which the levy is to be made, and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that the balance therein equals the Reserve Requirement. The receipt of or failure to receive such notice by the Treasurer shall in no way affect the obligations of the Treasurer under the following two paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

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

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

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

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

On or about June 15 of each Fiscal Year, the Treasurer shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the Authority, and:
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(A) Individual Delinquencies. If, as of any June 15, the Treasurer determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $7,500.00 or more, then the Treasurer shall promptly send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the Authority within 90 days after the notice of delinquency has been sent.
(B) Aggregate Delinquencies. If the Treasurer determines that, as of any June 15, the total amount of delinquent Special Tax for the then current Fiscal Year for the entire District (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the then current Fiscal Year, the Treasurer shall promptly notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency), and the Authority shall commence foreclosure proceedings within 90 days after the notices of delinquency have been sent.

Notwithstanding the foregoing, the Treasurer may defer any mailing of notices of delinquency or foreclosure action if (i) the amount in the Reserve Fund is at least equal to the Reserve Requirement, and (ii) the amounts then on deposit in the Special Tax Fund and the Bond Fund are sufficient to pay the scheduled Debt Service due on the Bonds on the succeeding September 1 and March 1 without the need for any draw on the Reserve Fund.

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

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

Section 5.11. Private Activity Bond Limitations. The Authority shall assure that the proceeds of the 2017 Bonds are not so used as to cause the 2017 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. The Authority shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 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 2017 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. 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 2023 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 2017 Bonds and / or the 2023 Bonds.
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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 2017 Bonds and any investment of monies hereunder in excess of the yield on the 2023 Bonds, and shall take such actions as are necessary to ensure compliance with this Section 5.13, such as increasing the portion of the Special Tax levy for Administration Expenses as appropriate to have funds available in the Administrative Expense Fund to satisfy any rebate liability under this Section 5.13.

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

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

Section 5.14. No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the 2017 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 2017 Bonds would have caused the 2017 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. 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 2023 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 2023 Bonds would have caused the 2023 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code.

Section 5.15. Yield of the 2017 Bonds. In determining the yield of the 2017 Bonds and the yield on the 2023 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 for the respective Bonds, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or 2017 Bonds or 2023 Bonds are redeemed.

Section 5.16. Maintenance of Tax -Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the 2017 Bonds from the gross income of the Owners of the 2017 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 2017 Bonds. The Authority shall take all actions necessary to assure the exclusion of interest on the 2023 Bonds from the gross income of the Owners of the 2023 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 2023 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 -35-

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

Section 5.20. No Additional Bonds. Except as expressly permitted by Section 2.14 hereof, the Authority shall not issue any additional bonds secured by (A) a pledge of Special Taxes on a parity with or senior to the pledge thereof under Section 3.02 hereof; or (B) any amounts in any funds or accounts established hereunder.

Section 5.21. Authority Bid at Foreclosure Sale. The Authority will not bid at a foreclosure sale of property in respect of delinquent Special Taxes unless it expressly agrees to take the property subject to the lien for Special Taxes imposed by the District and that the Special Taxes levied on the property are payable while the Authority owns the property. -36-

ARTICLE VI

INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY

OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest, to the extent reasonably practicable, any such moneys in Permitted Investments described in clause (h) of the definition thereof in Section 1.03; provided, however, that any such investment shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, the Fiscal Agent shall have received an Officer's Certificate specifying a specific money market fund into which the funds shall be invested and, if no such Officer's Certificate is so received, the Fiscal Agent shall hold such moneys uninvested. The Treasurer shall make note of any investment of funds hereunder in excess of the yield on the Bonds, so that appropriate actions can be taken to assure compliance with Section 5.13.

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

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

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

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

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions 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 -37-

accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Treasurer, as applicable, shall sell at Fair Market Value, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

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

Section 6.02. Limited 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 Capitalized Interest Account and 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.
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The Authority shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactory established, if disputed.

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

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

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank 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. -40-

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

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

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

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

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

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

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

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

Section 7.03. Information. The Fiscal Agent shall provide to the Authority such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the Authority shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund (including the Capitalized Interest Account and 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 Bond Obligation then Outstanding, or their representatives duly authorized in writing upon reasonable prior notice.

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

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

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

Section 7.05. Compensation, Indemnification. The Authority shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The Authority further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, expenses, claims or liabilities whatsoever, including without limitation fees and expenses of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the Authority under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and -42-

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. -43-

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 amount of the then Bond Obligation, 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 or Accretion Rate, as applicable, thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of and the interest on, or Accreted Value of, as applicable, and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Owners of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent.

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

2.14. The Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Agreement authorized by this Section which materially adversely affects the Fiscal Agent's own rights, duties or immunities under this Fiscal Agent Agreement or otherwise with respect to the Bonds or any agreements related thereto.

Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the Owners. In such event the Authority is authorized to fix the time and place of said meeting and -44-

to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct of said meeting.

Section 8.03. Procedure for Amendment with Written Consent of Owners. The Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the then Bond Obligation (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 -45-

thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

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

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -46-

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 on, or Accreted Value of, as applicable, and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.04 and 4.05 is fully sufficient to pay such Bonds Outstanding, including all principal and interest, or Accreted Value, as applicable, and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent cash and Federal Securities in such amount as the Authority shall determine as confirmed by Bond Counsel or an independent certified public accountant will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.04 and

4.05, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal and interest, or Accreted Value, as applicable, 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. -47-

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

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

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

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

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

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

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

Temecula Public Financing Authority
c / o City of Temecula
41000 Main Street
Temecula, CA 92590
Attn: Director of Finance
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Authority to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the Authority) as follows (provided that any such notice shall not be effective until actually received by the Fiscal Agent):
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U.S. Bank Trust Company, National Association
633 W. Fifth Street, 241h Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 16-01 (Roripaugh Ranch Phase 2) 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, 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, or Accreted Value of, the Bonds on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on, or Accreted Value of, 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, 2024, 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, 2024), 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.
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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 on, or Accreted Value of, as applicable, and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest, Accreted Value and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the Authority as its absolute property free from any pledge or lien under this Agreement, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of the principal of, interest, Accreted Value 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 -50-

force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 9.15. Effective Date. This Agreement shall become effective, and the Original Fiscal Agent Agreement shall cease to be effective, on the Closing Date for the 2023 Bonds. As soon as possible on or after the Effective Date, the Fiscal Agent shall make the transfers referred to in Section 4.01(A), and the Authority shall cause a filing to be made under the Continuing Disclosure Agreement described in clause (i) of the definition thereof in Section 1.03 as appropriate to describe the issuance of the 2023 Bonds and the replacement of the Original Fiscal Agent Agreement with this Agreement.
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IN WITNESS WHEREOF, the Authority caused this Amended and Restated Fiscal Agent Agreement to be executed all as of March 1, 2023.

Attest:

By:

Randi Johl,
Secretary
20009.22:J18687

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 16-01 (RORIPAUGH
RANCH PHASE 2)
in
Aaron Adams,
Executive Director
[Signature page to Amended and Restated Fiscal Agent Agreement - CFD 16-01 (Roripaugh Ranch Phase 2)]
S-1

20009.22:J18687
U. S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Fiscal Agent
M
Authorized Officer
[Signature page to Amended and Restated Fiscal Agent Agreement - CFD 16-01 (Roripaugh Ranch Phase 2)]
S-2

EXHIBIT A
FORM OF 2017 BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
2017 SPECIAL TAX BOND

INTEREST RATE

MATURITY DATE

BOND DATE
CUSIP
September 1,
March 16, 2017
87972Y
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. 16-01 (Roripaugh Ranch Phase 2) (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 September 1, 2017, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank 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 $42,815,000 approved by a resolution of the Board of Directors of the Authority adopted on January 24, 2017 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public A-1

facilities within and in the vicinity of the District (the "Project") and to prepay certain special taxes so as to eliminate a lien on property in the District, and is one of the first series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, 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 Agreement replaced and superseded the Fiscal Agent Agreement, dated as of March 1, 2017, between the Authority and the Fiscal Agent. This Bond is secured by a lien on certain funds held under the Agreement on a parity with the 2023A Bonds and the 2023B Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2023A Bonds and the 2023B Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California.

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

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

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

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

The Bonds maturing on or after September 1, 2028 are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, 2027, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium
The Bonds maturing on September 1, 2027, are subject to mandatory sinking payment redemption in part on September 1, 2018 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

A-2

Redemption Date
(September 1) Sinking Pam
2018
$565,000
2019
595,000
2020
630,000
2021
665,000
2022
700,000
2023
740,000
2024
780,000
2025
820,000
2026
870,000
2027 (maturity)
915,000
The Bonds maturing on September 1, 2032, are subject to mandatory sinking payment redemption in part on September 1, 2028 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
2028 $ 965,000
2029 1,020,000
2030 1,080,000
2031 1,140,000
2032 (maturity) 1,205,000
The Bonds maturing on September 1, 2037, are subject to mandatory sinking payment redemption in part on September 1, 2033 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
2033 $1,275,000
2034 1,355,000
2035 1,440,000
2036 1,525,000
2037 (maturity) 1,620,000
The Bonds maturing on September 1, 2047, are subject to mandatory sinking payment redemption in part on September 1, 2038 and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

A-3

Redemption Date
(September 1) Sinking Payments
2038
$1,720,000
2039
1,825,000
2040
1,940,000
2041
2,060,000
2042
2,190,000
2043
2,325,000
2044
2,470,000
2045
2,625,000
2046
2,790,000
2047 (maturity)
2,965,000
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 March 1 or September 1, in whole, or in part in any amount equal to $5,000 or any integral multiple thereof and 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 2023A Bonds or Accreted Value as of the redemption date of the 2023B Bonds, as applicable, to be redeemed), as set forth below, together with in the case of the 2023A Bonds accrued interest to the date fixed for redemption:

Redemption Dates
Redemption Prices
any March 1 or September 1 from September 1, 2017
to and including March 1, 2025
1037o
September 1, 2025 and March 1, 2026
102
September 1, 2026 and March 1, 2027
101
September 1, 2027 and any March 1 or September 1
100
thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement.

This Bond shall be registered in the name of the owner hereof, as to both principal and interest.

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

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, interest and any redemption premium on the 2023A Bonds, and the Accreted Value and any redemption premium of the 2023B Bonds, 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 A-4

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 principal and interest on, or Accreted Value of, as applicable, and premium, if any, of the Bonds so that such Bonds shall no longer be deemed to be outstanding under the terms of the Agreement.

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

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

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

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

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

A-5

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 the Chair of its Board of Directors and countersigned by the facsimile signature of its Secretary.

ATTEST:

LIM

TEMECULA PUBLIC FINANCING

AUTHORITY
Chair
Secretary

FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on ,
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Fiscal Agent
an
Authorized Signatory
A-6

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

Dated:

Signature Guaranteed: Signature:

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

A-7

EXHIBIT B
FORM OF 2023A BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

INTEREST RATE

MATURITY DATE

BOND DATE
CUSIP
September 1,
March J 2023
87972Y
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. 16-01 (Roripaugh Ranch Phase 2) (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 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 February 14, 2023 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public IM

facilities within and in the vicinity of the District (the "Project"), and is one of the series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16- 01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, 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. This Bond is secured by a lien on certain funds held under the Agreement on a parity with the 2017 Bonds and the 2023B Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2017 Bonds and the 2023B Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California.

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

The Bonds maturing on or after September 1, are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium
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, in whole, or in part in any amount equal to $5,000 or any integral multiple thereof and among maturities as specified in the Agreement, and by lot within a maturity, at a redemption price (expressed as a percentage at the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest to the date fixed for redemption:

Redemption Dates Redemption Prices
any Interest Payment Date from September 1, 2023 103%
to and including March 1, 2025
September 1, 2025 and March 1, 2026 102
September 1, 2026 and March 1, 2027 101
September 1, 2027 and any Interest Payment 100
Date thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement.

This Bond shall be registered in the name of the owner hereof, as to both principal and interest.

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.

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.

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.

ATTEST:

TEMECULA PUBLIC FINANCING

AUTHORITY
Chair
Secretary

FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and in the Agreement which has been authenticated on ,
U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Fiscal Agent
an
Authorized Signatory
IM

Dated:

Signature Guaranteed: Signature:

EXHIBIT C
FORM OF 2023B BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF RIVERSIDE
No. $

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B

ACCRETION RATE

MATURITY DATE

BOND DATE
CUSIP
September 1,
March J 2023
87972Y
REGISTERED OWNER:

DENOMINATIONAL AMOUNT:

MATURITY VALUE:

DOLLARS

DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (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 maturity value set forth above, comprised of the Denominational Amount and interest accreted thereon at the Accretion Rate set forth above. This Bond will not bear current interest but will accrete interest, compounded on each March 1 and September 1, commencing March 1, 2023, at the Accretion Rate specified above to the Maturity Date, assuming that in any such semiannual period the sum of such compounded accreted interest and the Denominational Amount (such sum being herein called the "Accreted Value") increases in equal daily amounts on the basis of a 360-day year consisting of twelve 30 day months. The Accreted Value of this Bond as of any Interest Payment Date shall be determined by the Table of Accreted Values appended hereto, and the Accreted Value of this Bond as of any other date shall be determined as described in the preceding sentence and the Amended and Restated Fiscal Agent Agreement referenced below.

The Accreted Value of this Bond is payable to the registered owner hereof by check of the Fiscal Agent (defined below) denominated 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").

This Bond is one of a duly authorized issue of bonds in the aggregate initial principal amount of $ ($ aggregate Maturity Value) approved by a resolution of C-1

the Board of Directors of the Authority adopted on February 14, 2023 (the "Resolution"), and being issued pursuant to the provisions of Section 53311 et seq. of the California Government Code (the "Act"), for the purpose of financing certain public facilities within and in the vicinity of the District (the "Project"), and is one of the series of such bonds designated "Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B" (the 'Bonds"). The creation of the Bonds and the terms and conditions thereof are provided for in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, 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. This Bond is secured on a lien on certain funds held under the Agreement on a parity with the 2017 Bonds and the 2023A Bonds (as such terms are defined in the Agreement). Pursuant to and as more particularly provided in the Resolution and in the Agreement, additional bonds may be issued by the Authority from time to time secured by a lien on funds held under the Agreement on a parity with the lien securing the Bonds, the 2017 Bonds and the 2023A Bonds. The Resolution is adopted and the Agreement is entered into under and this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California.

Pursuant to the Act, the Agreement and the Resolution, the Accreted Value of this Bond is 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.

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

The Bonds maturing on or after September 1, are subject to redemption prior to their stated maturity on any interest payment date occurring on or after September 1, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities as provided in the Agreement, and by lot within a maturity, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium
The Bonds are subject to mandatory sinking payment redemption prior to maturity, by lot, at a redemption price equal to the Accreted Value to be redeemed, without premium, from sinking payments as follows:

Redemption Date Accreted Value of
(September 1) Sinking Pam
C-2

The Bonds are also subject to redemption from the proceeds of Special Tax Prepayments and any corresponding transfers from the Reserve Fund pursuant to the Agreement, on any Interest Payment Date, in whole, or in part in any amount equal to $5,000 Maturity Value or any integral multiple thereof and among maturities as specified in the Agreement, and by lot within a maturity, at a redemption price (expressed as a percentage at the Maturity Value of the Bonds to be redeemed), as set forth below:

Redemption Dates
Redemption Prices
any Interest Payment Date from September 1,
103%
2023 to and including March 1, 2025
September 1, 2025 and March 1, 2026
102
September 1, 2026 and March 1, 2027
101
September 1, 2027 and any Interest Payment
100
Date thereafter
Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. Notices of optional redemption may be conditioned upon receipt by the Fiscal Agent of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Fiscal Agent does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Agreement.

This Bond shall be registered in the name of the owner hereof, as to both principal and interest.

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 Accreted Value 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 Accreted Value 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.

C-3

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.

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.

C-4

ATTEST:

TEMECULA PUBLIC FINANCING

AUTHORITY
Chair
Secretary

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

Dated:

Signature Guaranteed: Signature:

TABLE OF ACCRETED VALUES
(per $5,000 Maturity Value)
Interest
Accreted Interest Accreted
Payment Date
Value Payment Date Value
September 1, 2024
March 1, 2039
March 1, 2024
September 1, 2039
September 1, 2024
March 1, 2040
March 1, 2025
September 1, 2040
September 1, 2025
March 1, 2041
March 1, 2026
September 1, 2041
September 1, 2026
March 1, 2042
March 1, 2027
September 1, 2042
September 1, 2027
March 1, 2043
March 1, 2028
September 1, 2043
September 1, 2028
March 1, 2044
March 1, 2029
September 1, 2044
September 1, 2029
March 1, 2045
March 1, 2030
September 1, 2045
September 1, 2030
March 1, 2046
March 1, 2031
September 1, 2046
September 1, 2031
March 1, 2047
March 1, 2032
September 1, 2047
September 1, 2032
March 1, 2048
March 1, 2033
September 1, 2048
September 1, 2033
March 1, 2049
March 1, 2034
September 1, 2049
September 1, 2034
March 1, 2050
March 1, 2035
September 1, 2050
September 1, 2035
March 1, 2051
March 1, 2036
September 1, 2051
September 1, 2036
March 1, 2052
March 1, 2037
September 1, 2052
September 1, 2037
March 1, 2053
March 1, 2038
September 1, 2053
September 1, 2038
C-7

EXHIBIT D

Stradling Draft of 1130123

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)

SPECIAL TAX BONDS, CAPITAL
APPRECIATION SERIES 2023B

BOND PURCHASE AGREEMENT
92023
Temecula Public Financing Authority
Temecula, California
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), which, upon acceptance, will be binding upon the Authority and upon the Underwriter. This offer is made subject to its acceptance by the Authority as evidenced by its execution and delivery to the Underwriter prior to 5:00 p.m. PST on the date hereof and, if not accepted prior thereto, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority.

The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds (as such term is defined below) pursuant to this Purchase Agreement is an arm's-length commercial transaction between the Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a "municipal advisor" (as defined in Section 15B of the Securities Exchange Act of 1934, as amended) to either the Authority or the District; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the offering of the Bonds (as such term is defined below) contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iv) the Underwriter has financial interests that may differ from, and be adverse to, those of the Authority and the District; and (v) the Authority has consulted its own legal, financial and other advisors to the extent it has deemed appropriate with respect to this transaction.

Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority, 4879-2483 -0003v9/20035 6-0548

and the Authority agrees to sell to the Underwriter, all (but not less than all) of: (i) the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A (the "Series 2023A Bonds") in the aggregate initial principal amount specified in Exhibit A hereto; and (ii) the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds"; and, together with the Series 2023A Bonds, the "Bonds") in the aggregate initial principal amount specified in Exhibit A hereto. (1) The Series 2023A Bonds shall be dated the Closing Date (as such term is defined below), shall bear interest from said date (payable semiannually on each March 1 and September 1, commencing September 1, 2023 (each, an "Interest Payment Date")) at the rates per annum, shall mature on September 1 in each of the years and in the amounts, and shall be subject to redemption, all as set forth in Exhibit A hereto. The purchase price for the Series 2023A Bonds shall be the amount specified as such in Exhibit A hereto.
(2) The Series 2023B Bonds are being issued as capital appreciation bonds. The Series 2023B Bonds shall be dated the Closing Date and interest thereon shall accrete at the rate set forth on Exhibit A, compounded semiannually on each Interest Payment Date following the Closing Date, assuming in any such semiannual period that the "Accreted Value" (being the initial principal amount of the Series 2023B Bonds plus the accreted interest thereon to the date of calculation) increases in equal daily amounts on the basis of a 360-day year of twelve, 30-day months. The Accreted Values of the Series 2023B Bonds as of each Interest Payment Date during the term thereof is set forth in Exhibit F hereto. The Series 2023B Bonds will not pay current interest. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, an Amended and Restated Fiscal Agent Agreement by and between the Authority and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"), dated as of March 1, 2023 (the "Fiscal Agent Agreement"). The Bonds shall be approved by Resolution No. TPFA 2023- adopted by the Board of Directors of the Authority (the "Board of Directors"), as the legislative body of the Authority and the District, on [February 14], 2023 (the "Resolution of Issuance"). The Bonds and interest thereon will be payable from Special Tax Revenues (as that term is defined in the Fiscal Agent Agreement) derived from a special tax which is referred to in the Fiscal Agent Agreement as "Special Tax A" and which is to be levied and collected on the taxable land within the District in accordance with Resolution No. TPFA 16-04 adopted by the Board of Directors on April 26, 2016 (the "Resolution of Formation") and Ordinance No. TPFA 16-01 (the "Ordinance") adopted by the Board of Directors on May 10, 2016.

Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello -Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Act"), to: (i) pay the costs of the acquisition of certain public facilities necessitated by the development of the District (the "Facilities"), (ii) make a deposit to a reserve fund for the Bonds, (iii) make a deposit to a capitalized interest account for the Bonds, and (iv) pay the costs of issuing the Bonds. The Resolution of Formation, the Resolution of Issuance, Authority Resolution Nos. TPFA 16-05 through TPFA 16-07 and the Ordinance are collectively referred to herein as the "District Resolutions." (c) At or prior to the date of the Preliminary Official Statement for the Bonds, dated [February ], 2023 (the "Preliminary Official Statement"), except to the extent waived by the Underwriter, there shall have been delivered to the Underwriter a certificate of each of Richmond American Homes of Maryland, Inc. ("Richmond American"), Taylor Morrison of California, LLC Pa
4879-2483 -0003v9/20035 6-0548

("Taylor Morrison"), Woodside 05S, LP ("Woodside"), and Wingsweep Corporation ("Wingsweep") (each, an "Owner" and, collectively, the "Owners"), in the forms attached hereto as Exhibit 13-1 (with respect to Richmond American and Taylor Morrison), Exhibit B-2 (with respect to Woodside), and Exhibit B-3 (with respect to Wingsweep) with only such changes thereto as shall have been accepted by the Underwriter.
(d) Subsequent to its receipt of the Authority's 15c2-12 Certificate, in substantially the form attached hereto as Exhibit C, deeming the Preliminary Official Statement final for purposes of Rule 15c2-12 ("Rule 15c2-12") of the Securities and Exchange Commission (the "SEC"), the Underwriter has distributed copies of the Preliminary Official Statement. The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute in printed and/or electronic format the final Official Statement dated the date hereof (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the Authority as evidenced by the execution and delivery of such document by an officer of the Authority) (the "Official Statement"), the Fiscal Agent Agreement, the Continuing Disclosure Agreement of the Authority (the "Authority Disclosure Agreement"), the Joint Community Facilities Agreement by and between the City of Temecula and the Authority (the "JCFA"), the Acquisition Agreement, dated as of March 1, 2017, by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to Woodside 05S, LP, the "Acquisition Agreement"), this Purchase Agreement, and all information contained therein, and all other documents, certificates and written statements furnished by the Authority to the Underwriter in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (e) At 8:00 a.m., Pacific Standard Time, on March _, 2023, or at other time or date as shall be agreed upon by the Underwriter and the Authority (such time and date being herein referred to as the "Closing Date"), the Authority will deliver (i) to The Depository Trust Company ("DTC") or to the Fiscal Agent, acting as DTC's agent, the Bonds in definitive form (all Bonds being in book - entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the Authority and authenticated by the Fiscal Agent, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Bond Counsel (as such term is defined below), or at such other place as shall be mutually agreed upon by the Authority and the Underwriter, the other documents mentioned in Section 4(d) below; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the "Closing").

2. Public Offering and Establishment of Issue Price
(a) Except as otherwise disclosed and agreed to by the Authority, the Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Official Statement and in Exhibit A; provided, however, that the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and 4879-2483 -0003v9/20035 6-0548

others at prices lower than the initial offering prices set forth in the Official Statement. A "bona fide public offering" shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (defined below) an "issue price" or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit G, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Quint & Thimmig LLP ("Bond Counsel") to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor"), and any notice or report to be provided to the Authority may be provided to the Authority's Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the "10% test"), identified under the column "10% Test Used" in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (defined below) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold - the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 4 4879-2483 -0003v9/20035 6-0548

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that:
(i) any selling group agreement and any third -parry distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a parry to such third -party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event 5 4879-2483 -0003v9/20035 6-0548

that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering - price rule, if applicable to the Bonds.
(g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) "public" means any person other than an underwriter or a related party; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (iv) "sale date" means the date of execution of this Purchase Agreement by the Authority and the Underwriter.

3. Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and covenants to and agrees with the Underwriter that:
(a) The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Act. The Board of Directors, as the legislative body of the Authority and the District, has duly adopted the District Resolutions, and has caused to be recorded a Notice of Special Tax Lien in the real property records of the County of Riverside (the "County") as Document No. 2016-0180604, as amended by an Amendment to Notice of Special Tax Lien as recorded in the real property records of the County as Document No. 2022- 0423076, (together, the "Notice of Special Tax Lien"). (The District Resolutions and the Notice of 6 4879-2483 -0003v9/20035 6-0548

Special Tax Lien are collectively referred to herein as the "Formation Documents"). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended (except as the Amendment to Notice of Special Tax Lien amended the Notice of Special Tax Lien), modified or supplemented. The District is duly organized and validly existing as a community facilities district under the laws of the State of California (the "State"). The Authority has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Fiscal Agent Agreement, the Authority Disclosure Agreement, the JCFA and the Acquisition Agreement (collectively, the "Authority Documents") and to carry out all transactions on its part contemplated by each of the Authority Documents and the Official Statement; and (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement and as provided herein.
(b) The Authority has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the Authority Documents, and any immaterial non-compliance by the Authority will not impair the ability of the Authority to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the Authority will continue to comply with the covenants of the Authority contained in the Authority Documents.
(c) The Board of Directors has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Act an election within the District to approve the levy of the Special Tax within the District and to authorize bonded indebtedness of the District, (iii) authorized and approved the issuance of the Bonds and due performance by the Authority of its obligations set forth in the Authority Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the Authority of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of the Authority Documents (including, without limitation, the levy of the Special Tax), the Bonds and the Official Statement; and, at the Closing Date, the Formation Documents will be in full force and effect and the Authority Documents and the Bonds will constitute the valid, legal and binding obligations of the Authority and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought and to the limitations on legal remedies against public agencies in the State.
(d) To the best of the Authority's knowledge, neither the Authority nor the District is in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order to which the Authority or the District is subject, or under any loan agreement, note, resolution, fiscal agent agreement, contract, agreement or other instrument to which the Authority or District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority or the District of their respective obligations under the Bonds, the Formation Documents or the Authority Documents, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under 7 4879-2483 -0003v9/20035 6-0548

any applicable court or administrative decree or order to which the Authority or the District is subject, or a material breach of or default under any loan agreement, note, resolution, indenture, fiscal agent agreement, trust agreement, contract, agreement or other instrument to which the Authority or the District is a party or is otherwise subject or bound. (e) Except for compliance with blue sky or other states securities law filings, as to which the Authority makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Authority of its obligations hereunder, or under the Formation Documents or the Authority Documents, have been obtained and are in full force and effect.
(f) The Special Tax constituting the source of funds for the payment of the Bonds has been duly and lawfully authorized and may be levied under the Act, the State Constitution and the applicable laws of the State; and such Special Tax constitutes a valid and legally binding continuing lien on the properties on which it has been levied; except as described in the Official Statement, the Authority is unaware of any outstanding special assessment liens or special tax liens applicable to any property within the District other than the Special Tax authorized to be levied by the Authority on behalf of the District; and the Authority has no present intention of conducting further proceedings leading to the levying of any additional special assessments or special taxes against any such property.
(g) The Authority will not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without prior written notification of the Underwriter. Until the date which is twenty-five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event shall occur of which the Authority is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the Authority shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter's reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time; and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. If any such amendment or supplement of the Official Statement shall occur after the Closing Date, the Authority also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such amendment or supplement to the Official Statement. As used herein, the term "end of the underwriting period" means the later of such time as (i) the Authority delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public; and unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date.

Any notice delivered pursuant to this provision shall be written notice delivered to the Authority at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period."
(h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, the Special Tax Fund established pursuant to the Fiscal Agent Agreement, subject in all 8 4879-2483 -0003v9/20035 6-0548

cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the Authority will faithfully perform and abide by all of its obligations under the Fiscal Agent Agreement. (i) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body with respect to which the Authority has been served with process or has received pleadings or equivalent documents is pending or, to the best knowledge of the Authority, is threatened (i) which would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or (ii) which seeks to restrain or to enjoin (A) the development of any of the land within the District in the manner described in the Preliminary Official Statement and the Official Statement, (B) the issuance, sale or delivery of the Bonds, (C) the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or (D) the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on, and the accreted value of, as applicable, the Bonds, or the pledge thereof, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents, the Authority Documents, or any action contemplated by any of said documents, or (iii) which in any way contests the completeness or accuracy of the Official Statement or the powers or authority of the Authority with respect to the Bonds, the Formation Documents, the Authority Documents, or any action of the Authority or the District contemplated by any of said documents; nor is there any action pending with respect to which the Authority has been served with process or has received pleadings or equivalent documents or, to the best knowledge of the Authority, threatened against the Authority or the District which alleges that interest on the Bonds is not excludable from gross income of the owners of the Bonds for federal income tax purposes or is not exempt from California personal income taxation.
0) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the Authority shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (k) Any certificate signed by any official of the Authority authorized by the Board of Directors of the Authority to do so and delivered pursuant to this Purchase Agreement shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (1) The Authority will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement. (m) The information contained in the Preliminary Official Statement (except the information under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," any information supplied by the Underwriter, any information regarding DTC or its book -entry system, and CUSIP numbers, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (except the information under the captions "THE DISTRICT — Sommers Bend" 9 4879-2483 -0003v9/20035 6-0548

and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," any information supplied by the Underwriter, any information regarding DTC or its book -entry system, and CUSIP numbers, as to which no view is expressed) is as of its date and will be on the Closing Date, true and correct in all material respects; and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the Authority as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or, if sooner, upon reasonable written notice from the Underwriter, within sufficient time to accompany any confirmation requesting payment for Bonds from any customer of the Underwriter the Authority shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the Authority so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB. (o) Except as disclosed in the Official Statement, the Authority is not, and has not been within the last five (5) years, in material breach of any reporting obligation that it has undertaken under Rule 15c2-12.
(p) Prior to the end of the underwriting period, the Authority shall not amend, terminate, or rescind, and will not agree to any amendment, termination, or rescission of the Formation Documents, the Authority Documents (in the forms delivered at the Closing) or this Purchase Agreement without the prior written consent of the Underwriter (which consent shall not be unreasonably delayed or withheld).
(q) The Authority shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from personal income taxation of the State or the exclusion from gross income of the owners of the Bonds for federal income tax purposes of the interest on the Bonds.

4. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Formation Documents and the Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Quint & Thimmig LLP ("Bond Counsel") shall be necessary and appropriate.
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(b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement or the ability of the Underwriter to enforce contracts for the sale of Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (as evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof,
(2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the SEC, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority or the District, their respective properties, incomes, or securities (or interest thereon), the validity or enforceability of the Special Tax, or the ability of the Authority to finance the acquisition and construction of the Facilities (as defined in the Acquisition Agreement) as contemplated by the Acquisition Agreement and the Fiscal Agent Agreement; (4) any event occurring, or information becoming known, which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or results in the Official Statement containing any 11 4879-2483 -0003v9/20035 6-0548

untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (x) the Authority refuses to permit the Official Statement to be supplemented to supply such statement or information or (y) the effect of any such supplement would be to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(5) a declaration of war or an escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States;
(6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or the fixing and maintaining in force of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction;
(7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (8) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(9) there shall have been any material adverse change in the financial affairs of the Authority or the District;
(10) there shall be filed or threatened any litigation described in Section 3(i); (11) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (12) a stop order, release, regulation, or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of federal securities laws at the Closing Date.
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(d) On the Closing Date, the Underwriter shall have received originals or true and correct copies of the following documents, in either printed or electronic format in each case satisfactory in form and substance to the Underwriter:
(1) The Formation Documents and the Authority Documents, together with a certificate dated as of the Closing Date of the Secretary of the Authority to the effect that each of the District Resolutions is a true, correct and complete copy of the one duly adopted by the Board of Directors;
(2) The Preliminary Official Statement and the Official Statement; (3) An approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in the form attached to the Official Statement as Appendix D, and a letter from Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;
(4) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the JCFA, the Acquisition Agreement, the Authority Disclosure Agreement and this Purchase Agreement have been duly authorized, executed and delivered by the Authority, and, assuming such agreements constitute valid and binding obligations of the respective other parties thereto, they constitute the legally valid and binding agreements of the Authority enforceable against the Authority in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and by general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the information contained in the Official Statement on the cover and under the captions "INTRODUCTION," "PLAN OF FINANCING," "THE 2023 BONDS (excluding the subheading "Scheduled Debt Service"), "SECURITY FOR THE 2023 BONDS," "TAX MATTERS," and Appendices C and D thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Act, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income of the owners of the Bonds for federal income tax purposes and exemption from State personal income taxes of interest on the Bonds; and (iv) the Special Taxes have been duly and validly authorized in accordance with the provisions of the Act;
(5) A letter, dated the Closing Date and addressed to the Authority and the Underwriter of Quint & Thimmig LLP, in its capacity as the Authority's disclosure counsel ("Disclosure Counsel"), to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Authority and the District, Richards, Watson & Gershon, A Professional Corporation, as counsel to the Authority, Fieldman Rolapp & Associates, as municipal advisor to the Authority (the "Municipal Advisor"), the Underwriter, the Owners, the Appraiser (as such term is defined below), the Special Tax Consultant (as such term is defined below) and others, and their examination of certain documents, no facts have come to their attention which would lead them to believe that the Official Statement as of its date or as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the 13 4879-2483 -0003v9/20035 6-0548

light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, or any information about feasibility, valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the Appendices to the Official Statement or any information about debt service requirements, book -entry, The Depository Trust Company, or tax exemption contained in the Official Statement);
(6) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Underwriter's Counsel"), in form and substance acceptable to the Underwriter;
(7) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the Authority, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the Authority contained in Section 3 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters discussed therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect; and (iii) the Authority has complied, in all material respects, with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Authority Documents at or prior to the Closing Date;
(8) An opinion, dated the Closing Date and addressed to the Underwriter, of legal counsel to the Authority, in substantially the form attached hereto as Exhibit E; (9) A closing certificate of each Owner (each, an "Owner Closing Certificate"), dated the Closing Date, to the effect that the certifications, representations and warranties set forth in the certificate of such Owner delivered pursuant to Section 1(c) hereof are true and correct in all material respects as of the Closing Date, except that all references in such certificate to the Preliminary Official Statement shall be deemed to be references to the Official Statement. The Owner Closing Certificates shall also provide that, until the date which is twenty-five days after the "end of the underwriting period" as defined in Section 3(g) of the Bond Purchase Agreement (provided Owner may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event regarding Owner, its Relevant Entities, the Property, or the development of the Property shall occur of which Owner becomes aware, as a result of which the information referred to in Section 3 of the Certificate of the Owner dated [the date of the Preliminary Official Statement] contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, Owner shall notify Authority and the Underwriter, and if, in the opinion of counsel to the Authority or the Underwriter, such event requires a supplement to the information in the Official Statement referenced in Section 3 of the Certificate of the Owner dated [the date of the Preliminary Official Statement], Owner shall reasonably cooperate with the Authority and the Underwriter in the preparation of a supplement to the Official Statement in form and substance satisfactory counsel to the Authority and the Underwriter which will 14 4879-2483 -0003v9/20035 6-0548

supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing as of the date of the Supplement to the Official Statement, not misleading; (10) An opinion from counsel to Woodside 055, LP, dated the Closing Date and addressed to the Underwriter and the Authority, substantially in the form attached hereto as Exhibit D;
(11) One or more certificates dated the Closing Date from Webb Municipal Finance, LLC (the "Special Tax Consultant") addressed to the Authority and the Underwriter to the effect that (i) the Special Tax, if collected in the maximum amounts permitted from the properties in the District whose Special Tax will not have been prepaid in full at or before the Closing Date, and without regard to the portion thereof levied to pay Administrative Expenses, will generate in each Fiscal Year at least 110% of the debt service payable with respect to the Bonds and the 2017 Bonds in the calendar year that begins in such Fiscal Year; (ii) all information appearing in the Official Statement for which the Special Tax Consultant is identified as being the source is true and correct as of the date of the Official Statement and as of the Closing Date; and (iii) the statements concerning the Special Tax and the statistical and financial data set forth in the tables and discussion in the Official Statement which were derived from information supplied by the Special Tax Consultant for use in the Official Statement are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and no events or occurrences have been ascertained by the Special Tax Consultant or have come to its attention that would substantially change such information set forth in the Official Statement;
(12) A letter from Integra Realty Resources (the "Appraiser"), dated the Closing Date and addressed to the Underwriter and the Authority to the effect that it has prepared the appraisal report with respect to the property located within the District dated October 11, 2023, (the "Appraisal Report") and as supplemented by an Update Appraisal Report dated January 6, 2023 (the "Update Letter"), and that: (a) the Appraisal Report and Update Letter were included in the Preliminary Official Statement and the Official Statement with its permission, (b) none of the Appraisal Report, the Update Letter, or the information in the Official Statement referring to the Appraisal Report and Update Letter contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (c) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser's attention that would materially change its opinion as to value set forth in the Appraisal Report and Update Letter; (13) A certificate of the Authority dated the Closing Date, in a form acceptable to Bond Counsel to the effect, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
(14) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent, each dated the Closing Date and addressed to the Authority and the Underwriter, in form satisfactory to Bond Counsel and Underwriter's Counsel, to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms;
15 4879-2483 -0003v9/20035 6-0548

(15) Evidence that the federal tax information Form 8038-G has been prepared for filing;
(16) A Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between Woodside 055, LP and Webb Municipal Finance, LLC, as dissemination agent, in substantially the form set forth in Appendix F to the Preliminary Official Statement; and
(17) A copy of the certificate of the Issuer required to be delivered to the Fiscal Agent as a condition of the issuance of the Bonds on a parity with the outstanding 2017 Bonds (as defined in the Fiscal Agent Agreement).
(18) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Official Statement, of the Authority's representations and warranties contained herein, and of the representations and warranties of each of the Owners as set forth in the certificates delivered by them pursuant to Section 1(c) hereof, and the due performance or satisfaction by the Authority at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Authority in connection with the transactions contemplated hereby.

If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation hereunder, except that the respective obligations of the Authority and the Underwriter set forth in Section 6 hereof shall continue in full force and effect.

5. Conditions of the Authority's Obligations. The Authority's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the Authority executing the certificate referred to in Section 4(d)(7) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the Authority Documents or the existence or powers of the Authority; and
(b) As of the Closing Date, the Authority shall receive the approving opinion of Bond Counsel referred to in Section 4(d)(3) hereof, dated as of the Closing Date.

6. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or cause to be paid (out of any legally available funds of the Authority or the District), all expenses incident to the performance of the Authority's obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to DTC, the cost of preparation, printing, distribution and delivery of the Preliminary Official Statement and the Official Statement (including any 16 4879-2483 -0003v9/20035 6-0548

amendment thereof or supplement thereto), the reasonable cost of confirming that the Authority has timely filed materially complete disclosure reports in conformance with the Authority's continuing disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years; and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of the Underwriter's Counsel); and the fees and disbursements of the Fiscal Agent for the Bonds and Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Special Tax Consultant and any accountants, engineers or any other experts or consultants the Authority has retained in connection with the Bonds; and
(b) The Authority shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of obtaining CUSIP numbers, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase Agreement; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

7. Notices. Any notice or other communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the Authority at 41000 Main Street, Temecula, California 92590, Attention: Director of Finance; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, CA 94104, Attention: Sara Oberlies Brown, Managing Director.

8. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. The term "successor" shall not include any owner of a Bond merely by virtue of such ownership.

9. Survival of Representations and Warranties. The representations and warranties of the Authority set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds.

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.

11. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the Authority.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California. 17 4879-2483 -0003v9/20035 6-0548

13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
Managing Director
ACCEPTED at a.m./p.m. PST:

TEMECULA PUBLIC FINANCING AUTHORITY

FOR AND ON BEHALF OF THE TEMECULA

PUBLIC FINANCE AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
am
Executive Director
18 4879-2483 -0003v9/20035 6-0548

Maturity Date
(September 1)
20 20
20 20

EXHIBIT A

MATURITY SCHEDULES

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A
Hold the
Principal 10% Test Offering
Amount Interest Rate Yield Price Used Price Used
The purchase price of the Series 2023A Bonds shall be $ , which is the principal amount thereof ($ ) [plus/less net] original issue [premium/discount] of $ and Underwriter's discount of $

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B
Hold the
Initial 10% Offering
Maturity Date Principal Accretion Test Price Maturity
(September 1) Amount Rate Yield Price Used Used Value
$
$
The purchase price of the Series 2023B Bonds shall be $ , which is the principal amount thereof ($ ) [plus/less net] original issue [premium/discount] of $ and Underwriter's discount of $
A-1
4879-2483-0003v9/200356-0548

The Bonds shall be subject to redemption in accordance with the following:

Optional Redemption. The Series 2023A Bonds maturing on or after September 1, 20_ are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 20, as a whole, or in part in an amount equal to $5,000 or any integral multiple thereof and among maturities so as to maintain substantially level debt service on the Bonds, and by lot within a maturity, at a redemption price equal to the principal amount of the Series 2023A Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption, without premium.

The Series 2023B Bonds are subject to optional redemption prior to their stated maturity on any Interest Payment Date occurring on or after September 1, 20_, as a whole, or in part in amounts of $5,000 Maturity Value or any integral multiple thereof among maturities so as to maintain substantially level debt service on the Bonds, and by lot within a maturity, at a redemption price equal to the then Accreted Value of the Series 2023B Bonds to be redeemed, without premium.

Mandatory Sinking Payment Redemption. The Series 2023A Bonds maturing on September 1, 20_, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1) Sinking Payments
20 20
20 20
20_ (maturity)
The Series 2023A Bonds maturing on September 1, 20_, are subject to mandatory sinking payment redemption in part on September 1, 20_, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1) Sinking Payments
20 20
20 20
20_ (maturity)
The Series 2023A Bonds maturing on September 1, 20, are subject to mandatory sinking payment redemption in part on September 1, 20 , and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with A-2
4879-2483-0003v9/200356-0548

accrued interest to the date fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1) Sinking Payments
20 20
20 20
20_ (maturity)
The amounts in the foregoing table shall be reduced as a result of any prior partial redemption of the Series 2023A Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as specified in writing by the Treasurer to the Fiscal Agent.

The Series 2023B Bonds are subject to mandatory redemption in part on September 1, _, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the then Accreted Value thereof to be redeemed, without premium, from sinking payment as follows:

Redemption Date Accreted Value of
(September 1) Sinking Payments
20 $
20 20
20 20_ (maturity)
The amounts in the foregoing table shall be reduced as a result of any prior partial redemption of the Series 2023B Bonds pursuant to an optional redemption or mandatory redemption from prepaid Special Taxes, as specified in writing by the Treasurer to the Fiscal Agent.

Redemption from Special Tax Prepayments. Special Tax Prepayments and any corresponding transfers from the Reserve Fund shall be used to redeem the Bonds in whole or in part in an amount equal to $5,000 ($5,000 Maturity Value with respect to the Series 2023B Bonds) or any integral multiple thereof, on the next Interest Payment Date for which notice of redemption can timely be given, by lot within a maturity and allocated among series and maturities of the Series 2023A Bonds and Series 2023B Bonds so as to maintain substantially level debt service on the Bonds, at a redemption price (expressed as a percentage of the principal amount of the Series 2023A Bonds or the Accreted Value as of the redemption date of the Series 2023B Bonds, as applicable, to be redeemed), as set forth below, together with (in the case of the Series 2023A Bonds) accrued interest to the date fixed for redemption:

A-3
4879-2483-0003v9/200356-0548

Redemption Dates
Any Interest Payment Date from September 1,
2023 to and including March 1, 2025
September 1, 2025 and March 1, 2026
September 1, 2026 and March 1, 2027
September 1, 2027 and any Interest Payment Date
thereafter
A-4
4879-2483-0003v9/200356-0548
Redemption Prices
103%
102
101
100

EXHIBIT B-1

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)

SPECIAL TAX BONDS, CAPITAL
APPRECIATION SERIES 2023B
CERTIFICATE OF [NAME OF OWNER]
Dated: , 2023
In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), [Name of Owner] ("Owner") hereby certifies, represents, warrants and covenants that:

1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations relating thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the enforcement of the obligations of the Authority, City and/or District under any agreement between and among Owner or any Relevant Entity, the Authority, the City and/or the District or to which Owner or any Relevant Entity is a party or of which it is a beneficiary.

2. An appraisal of the taxable properties within the District dated October 11, 2022 (the "Original Appraisal Report"), with a date of value of September 12, 2022 (the "Original Date of Value"), and an update to the Original Appraisal Report dated January 6, 2023 (the "Update to Appraisal Report"), and together with the Original Appraisal Report, the "Appraisal Report"), with a date of value of December 1, 2022 (the "Updated Date of Value"), was prepared by Integra Realty Resources, Sacramento, California (the "Appraiser"). The Original Appraisal Report estimates the market value of the taxable properties within the District as of the Original Date of Value and the Update to Appraisal Report estimates that the market value of the appraised subject properties as of the Updated Date of Value was not less than the value estimated in the Original Appraisal Report.

To the Actual Knowledge of the Undersigned (defined below), all information submitted by or on B-1-1
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behalf of Owner to the Appraiser and contained in the sections of the Appraisal Report circled in red or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable.

3. As of the date hereof, to the Actual Knowledge of the Undersigned, the information in the Preliminary Official Statement under the captions "INTRODUCTION — The District," "THE DISTRICT — The Improvements," "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property, and Owner's contractual arrangements with respect thereto (excluding therefrom, in each case, (i) information regarding the appraisal report, market value ratios and annual special tax ratios and (ii) information received from a source other than Owner), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. Owner has not been adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts. Owner does not have any proceedings pending (with proper service of process to Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in which Owner may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its debts or obligations, be granted an extension of time to pay its debts or obligations, or be granted a reorganization or readjustment of its debts or obligations.

5. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending against Owner (with proper service of process to Owner having been accomplished), or to the Actual Knowledge of the Undersigned, is overtly threatened in writing against Owner (a) in any way seeking to restrain or enjoin Owner's proposed development of the Property, or (b) in any way seeking to invalidate or set aside any approval or permit relating to Owner's proposed development of the Property.

6. No other public debt secured by a tax or assessment on the Property is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed which include any portion of the Property.

7. There are no events of monetary default or events which with the passage of time would constitute a monetary default under any loan or similar credit arrangement to which Owner is a party the result of which could have a material adverse effect on the development of the Property or Owner's ability to pay Special Taxes prior to delinquency.

8. To the Actual Knowledge of the Undersigned, within the last five years, neither Owner nor any of its Relevant Entities has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property in California owned by Owner or any such Relevant Entity included within the boundaries of a community facilities district or an assessment district in California, except in the case of taxes or assessments disputed by Owner or a Relevant Entity, neither Owner nor any Relevant Entity.

B-1-2
4879-2483 -0003v9/20035 6-0548

9. As used in this Certificate, the term "Actual Knowledge of the Undersigned" means, as of the date of this Certificate, the knowledge that the undersigned currently has or has obtained through (i) discussions with such current officers and responsible employees of the Owner and its Relevant Entities as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) a review of such documents as the undersigned has determined were reasonably necessary to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Owner's current business and operations.

Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted.

10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the District and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
[Remainder of Page Intentionally Blank; Signature Page Follows] B-1-3
4879-2483 -0003v9/20035 6-0548

The individual executing this Certificate on behalf of Owner does so solely in his or her capacity as an authorized officer or representative of Owner, and he or she will have no personal liability arising from or relating to this Certificate. Any claims or liability arising from or relating to this Certificate may only be asserted against Owner.

All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement.
[NAME OF OWNER]
WI
Name:

Title:

B-1-4
4879-2483 -0003v9/20035 6-0548

APPENDIX A

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)

SPECIAL TAX BONDS, CAPITAL
APPRECIATION SERIES 2023B

OWNER PROVIDED INFORMATION IN APPRAISAL REPORT
Richmond American provided appraisal logs, which the Appraiser summarized as follows:

Mi6twkaf Sale€ Rrrurs
Fvagz Fier.
"In
hiax
,.
swwlyi5 n
512e ISF1
WrKelSF
PnC'; }F
A+twAY bVR1Chrn4nd AnlriCaa

1.943
5275
599
Q93
2,4n
$227
5255
$239
Z730
$214
$241
S324
;,949
S20Z
Szx
$2ao
CdnYai by Richmond AITeliLaa
1,635
$HA
$348
S3114
2,177
$?w
SM
$269
21354
$219
S297
5253
Arhwiv East 6V Rkhnwnd Amerkan
L443
53N
$396
5354
ZM
$247
5791
$262
2,9"
5211
5275
5247
Everview by Woodside Homes
2,059
$2$7
SM
S3W

2."S
5213
S244
5225
49%
$200
$241
M21
3,379
$187
$217
$19&
Upton"Nrvo.l Wd• Ho.nes
71241
$323
S321
S323
3,111
$244
$244
$2"
3,526
NJAv
WAY
NJA4
3,795
N/Av
NfAv
AVAy
2,354
N1AV
"{AV
WAv
AKJLia h4 Woodside Homes
3,054
$350
$352
5351
3,2w
S241
S242
$241
IN*
$215
S231
$2N
4,289
S1"
SM
5203
Canopy bywondtide Hoftes
7_224
NJAY
N/Av
WAY
2,374
S223
S291
$237
7158D
5219
5273
S236
Esplannd*-ArKebVT"tMort6on
1,767
$293
$3M
5335
1,850
SM
S374
5331
L967
$272
5351
5308
Bplanadi`-YK-Stan byT&Vkw
2,0G2
$275
$354
$332
7,207
SM
S34S
S3p7
21318
525b
S332
5305
3,058
$217
$306
S279
B-1-5
4879-2483 -0003v9/20035 6-0548

Richmond American provided a parcel status report for its projects.

Values hY Owrnerslup
Irdmd" 1iomeavem S
uns/ParctIS
Vakip per1Or
A egate valve
Fmlphed Npncs-, wthvut AVs
ArbiwW Arb�orrY East
16 S7126.wo
SMAKOOb
Curm
24 5652d=
SI%M,Ml
rvetwbew
2 SM.=
MSWIM
Uptan
5 S75I.No
S4,S11WCO
&Cara
19 W2,quo
slld3ac000
C&DDDY
79 Sloo.wo
S MOdd
Mist
33 SG43,UM
VL219,000
Weston
4$
5732.0w
Total
193
r#L2#,Ob%fODG
Woodside Hwms
N.Itw V.PIM le Rwk
--
S94.aJ�.4G0
GnIshed Homes withwt AV&
UPIOn
d
572.0w
5MWION
Aca€ra
0 Sa B.=
S3.31�_M
rotar
M8
54i)0.574,OC*
IlstrsMMMd Amarka6HOMUM
HOMMW4VderCOMUr%JCI +
IV
S2459 o
TOrar
.22
S b,i15 �q0
raylpr M"ruon
Firsished lots
67 Vans
SMOMPIO 0
NOrnr. u Oder COrisrrultUM
44 Harms

SILDMODD
Finished Homes without AV5
rorar
122
s�a,sr��oao
wweep
Cwnrrwr IPl Pared
S
511,3 irG0
UnimooD ed Lots
in
'-

5.1.}I#3 A9
tptfl
fig
S2S,1S6.o04
kwepte Value 0 Apprprsei;l Prpperlp4s
I.; -I i
$293,9#S.o40
Richmond American also provided preliminary title reports for their projects.

B-1-6
4879-2483 -0003v9/20035 6-0548

Taylor Morrison provided appraisal logs, which the Appraiser summarized as follows:

Historical 5alcs PncUs
5ubdivivan
Floor Plan
size (SFI
Min.

PrkcefSF
Max.

Prlce/SF
Avg.

Prate/5F
Arbarly by Richmond American
1,943
S275
$209
$243
2,48.9
$227
S255
$239
2,730
$214
S241
$224
2,949
201
$226
$210
Canvas by Richrnond American
1,938
$264
$348
$304
2,177
$232
$302
$269
2,359
S219
S287
$253
Arharky Past by Richmond Arneritdrl
1,943
$330
5386
$356
2,730
$247
$251
5262
2,949
$233
$273
$247
Everview by Woodside Horner
2,459
$287
S330
$300
2,865
$213
S249
$225
2,999
$ 207
524 3
5221
3,378
$197
$217
$196
Upton bw Woad side Herres
2,241
323
$323
$323
3,111
S244
5244
$244
3,526
N/Av
N/Av
N/AV
3,795
N/Av
N/Av
WAv
2,354
N/Av
N/Av
WAv
Acacia by Woodside Homes
3,058
$350
$351
$351
3,260
$241
Sul
$241
3,780
S215
5231
$220
4,289
$199
5213
5203
Canopy by Woodside Homes 2,229
N/Aw
N/Av
NIAv
2,374
6229
52:�1
$237
2,580
$219
S273
$236
Esplanade - Arise by Taylor Morrison 1,787
$293
$368
$335
1,850
$295
$374
$331
11957
$272
S352
$308
Esplanade - Weston by Taykor 2,Q62
$273
$364
$332
2,207
$26fi
$345
$307
2,318
$256
$332
$345
3,058
5237
5306
$279
B-1-7
4879-2483-0003v9/200356-0548

Taylor Morrison provided parcel status reports for its projects.

V-ilwes bVOweOnhIP
IndlwldLWHomeowners
LnufPae€els
Valueperlar
AXregateyalue
finished Mames wsthm AV.

Arppelp I Arbod VEaR
36 S»6.M
SAb,9WOM
[;Mn
24 S653pm
S1511541WIX
EsvrHew
2 $M=
$1,'+4 ow
UPS
6 S751A1=
i4,5MODD
Aeac"
l3
$$' 2.0w
$11,b31s,000
CwMY
24 5i71DaM
$2Z620,000
Arlsr
33 56+ pm
S21171910w
w4v*+1
N
57d2JIM
S29.TAO.fl00
Total
!8d
U33100'9,000
%%))Akio Homei
M#t%qt Vale do Bulk
6w
$va,alo,4a4
Anlshro Homes wlthoy# Avs
11Plon
k
$711.0G0
$2,852,000
Acaem
4 $428,CO3
SMIZL7LTl7
Taal
6S8
$ L04,574.1300
Ri€hmondAmeF an Homes
Homes crvder [oa*irwd-on
zz
$245,01V
AWAM
TbW
27 $6,11515,15w
Tagl4r N&WH pn
Finished Lali
67 wanes
$16,685,000
Hamesi,nderCwt5tru€Lwn
III
wars
S11.0d0,000
F,elsh*d Naenw$ *FthW AVM

WE -SEW
1 5732A=
73 L7lllJ
Tolat
192
62&677.000
WukPw!!P-
Cwnmerval Parcel
1 -
$ii324,0p0
Un,mprmled Lots
] iJ
-
473 Ni}hhrS
Talil
J 33
$25,]SS 000
AWeplo Value al AI%WSKed Prnptrri!im

1. L d 3
S2q%3 31.ow
Taylor Morrison provided HOA Fees for its projects.

B-1-8
4879-2483-0003v9/200356-0548

EXHIBIT B-2

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)

SPECIAL TAX BONDS, CAPITAL
APPRECIATION SERIES 2023B
CERTIFICATE OF WOODSIDE 05S, LP
In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), Woodside 05S, LP, a California limited partnership ("Owner") hereby certifies, represents, warrants and covenants that:

1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from defending or bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the interpretation or enforcement of the obligations of the Authority under any agreement between and between Owner and the Authority or to which Owner is a party or of which it is a beneficiary.

To the Actual Knowledge of the Undersigned (defined below), all information submitted by or on behalf of Owner to the Appraiser and contained in the sections of the Appraisal Report circled in red B-2-1
4879-2483 -0003v9/20035 6-0548

or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable.

3. As of the date hereof, the information in the Preliminary Official Statement under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," and "CONTINUING DISCLOSURE — The Primary Developer", solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property and Owner's contractual arrangements with respect thereto and the Owner's compliance with its undertakings to provide continuing disclosure pursuant to the SEC's Rule 15c2-12 is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. Woodside Group, LLC, a Nevada limited liability company ("Woodside Group") and its subsidiaries, including Owner, were reorganized effective December 31, 2009, under Chapter I of the U.S. Bankruptcy Code, following the bankruptcy petitions that were filed on or about August 20, 2008, in the United States Bankruptcy Court for the Central District of California (Riverside Division). The bankruptcy cases for the reorganized Woodside Group entities were closed in August 2011. As of that date, pre -bankruptcy liability related to these entities had all been resolved, settled, or discharged in the bankruptcy process. Upon emergence from bankruptcy on December 31, 2009, the parent of Woodside Group became PH Holdings, LLC, a Delaware limited liability company, which later changed its name to Woodside Homes Company, LLC. Owner does not have any proceedings pending (with service of process to Owner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in which Owner may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its debts or obligations, be granted an extension of time to pay its debts or obligations, or be granted a reorganization or readjustment of its debts or obligations.

5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending, or to the Actual Knowledge of the Undersigned, overtly threatened (a) in any way seeking to restrain or enjoin the development of the Property, or (b) in any way seeking to invalidate or set aside any approval or permit relating to the development of the Property.

6. Except as disclosed in the Preliminary Official Statement, no other public debt secured by a tax or assessment on the Property is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed which include any portion of the Property.

7. Except as disclosed in the Preliminary Official Statement, there are no events of monetary default or events which with the passage of time would constitute a monetary default under any loan or similar credit arrangement to which Owner is a party the result of which could have a material adverse effect on the development of the Property or Owner's ability to pay Special Taxes prior to delinquency.

development project, to the Actual Knowledge of the Undersigned (as defined below), within the last five years, neither Owner nor any of its Relevant Entities has (i) intentionally failed to pay when due any property taxes, special taxes, or assessments levied or assessed against such property, (ii) had any such property become either tax deeded to any governmental agency or the subject of judicial foreclosure proceedings for failure to pay such property taxes, special taxes, or assessments levied or assessed against such property, or (iii) failed to cure such delinquencies within forty-five days of becoming aware of such delinquencies.

Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted.

10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 2 and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

11. Until the date which is twenty-five days after the "end of the underwriting period" (as defined in Section 3(g) of the Bond Purchase Agreement), if any event shall occur of which Owner becomes aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement under the captions referenced in Section 3 hereof regarding Owner, its Relevant Entities, the Property, or the development of the Property, in light of the circumstances existing at such time, not misleading in any material respect, Owner shall forthwith give written notice thereof to the Authority and the Underwriter and shall reasonably cooperate with them in furnishing any information available to Owner for any supplement to the Official Statement necessary so that the statements in the Official Statement under the captions referenced in Section 3 hereof, as so supplemented, will not be misleading in any material respect in light of the circumstances existing at such time.

B-2-3
4879-2483 -0003v9/20035 6-0548

12. The Acquisition Agreement originally entered into by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to the Owner) and the Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between the Owner and Webb Municipal Finance, LLC, as dissemination agent, each constitutes a valid, legal and binding obligation of the Owner and (assuming due authorization, execution and delivery by the respective other parry) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. Except as set forth in the Continuing Disclosure Agreement, Owner does not undertake to advise you of any matters that may come to Owner's attention subsequent to the date hereof that may affect the statements set forth herein.

13. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement.

Dated: 12023 WOODSIDE 055, LP,
a California limited partnership
By: WDS GP, Inc., a California corporation
its General Partner
Lo
Name:

Title:

B-2-4
4879-2483 -0003v9/20035 6-0548

APPENDIX A

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT COMMUNITY FACILITIES DISTRICT NO. 16-01 NO. 16-01
(RORIPAUGH RANCH PHASE 2) (RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B

OWNER PROVIDED INFORMATION IN APPRAISAL REPORT
Woodside provided remaining costs for its projects.

Off -size frnprovernents
According to The Developer, total remaining offsite (infrastructure) development costs associated with the #project totals 532,307,759. Estimated band construction funds far the project are S 15,311,1R, #rich are eligible to be used for infrastructure costs. As such, only �16,996.537 in backbone Infrastructure costs will be accounted for In our analysts.

Remaining 0n Site Development Casts
According to Woodside Homes, vyhich is developing Planning Areas 28A, 28D and 29, remaining orf-site development cos tsare 29,905,418, or S79,961 per lot 1374 total lots1, which wilt be accounted for herein. Additionally, WinSsweep reports remainingonsite torts ranging from $1Q8.945 to S188,813 per dot. These costs will be accounted for in our analy;i5 presented later_ B-2-5
4879-2483 -0003v9/20035 6-0548

Woodside provided appraisal logs for its projects, which the Appraiser summarized as follows.

Historical Sales Pries
5ubdlvisi0n
Floor Plan
Size (5FI
MFn.

F"rlceI5F
Max.

PFIce/SF
Avg.

Price/SF
Arborly by Richmond American
1,943
5275
$ 09
5293
2r489
$227
$255
S239
2,730
$214
$242
$224
2,949
$201
226
$210
Canvas by Richmond American
1,838
$264
$348
$304
2,177
$232
$302
$269
2,359
$229
$287
$253
Arbtrty East by Richmond American
1,943
$330
5386
$356
2,730
$247
5291
5262
2,949
$233
$273
$247
Everview by Woodside Homes
2,059
�287
$330
S300
2,$65
$213
$249
522S
2r948
$207
$243
5221
3,379
5187
$217
S196
Uplan by Woodside Homes
Acacia by Woodside Humes
Canopy by Woodside Homes
2,241
$323
323
3,111
$244
$244
3,526
N/Av
N/Av
3r795
N/Av
N{Av

2.354
N/Av
N/Av
3,059
$350
$352
3,260
$241
5242
3,780
$215
$231
4,289
$199
$213
2,229
2,374
2,590
Esplanade • Arise by Taylor Morrison 1.787
1,850
1,967
Esplanade - Weston by Taylor
2,QG2
2,207
2,318
3,058
N/AV
$229
$21.9
$283
$295
$2 72
$27S
S 266
$256
237
B-2-6
4879-2483-0003v9/200356-0548
NAY
5281
$273
$ 368
5374
$352
S364
$345
$332
$306
$323
$244
N/Av
N/Av
N1Av
$351
$241
5220
$203
hVAV
$237
5236
$335
$331
$308
5332
$307
$305
$279

Woodside provided parcel status reports for its projects.

Val Lies by Ownership
Individual Homeowners
LaWftdreek
Vake wr tot
Ag iregate Value
Wished Home$ without AVs
Arhafly J Arborky East
36 SUS)DW
$26,$564DD8
C3IsvI}
34 S6529M
S15.64E,000
Evervlew
2 $772,OW
51,544,U00
Upton
6 $751AM
54,5061004
Ar=i$
13 S977dppo
$]1133610DO
Canape
39 $780,000
$2216201000
Arise
33 SW�DM
S21.2191wo
Weston
40 $732,000
R9 284,d44
finial
J33
Si a3A04,000
Wandslde Homes
Market vale in 9urk
68a
—
$94,41MODO
Frnlshed Hamel without AVs
Upwn
4 $7110M
S2.853,044
Acacia
4 $829�DW
S3,312,OM
Total
688
S1QU.57apw
Alchmond American Haines
Homes under Comi-rruc[ion
27 $245PM
$f ,615,1m
Total
27 Taylof Morras6a
Fdnished Loa
67 Varies
516.84S.000
Homes undertanitructlon
44 Vanes
$11,004,0M
Finished Homes without M
Weston
1 $732)DDD
73S 2,Oflo
Total
112
$28,577,DDD
Wingsweep
Commercial parcel
i
—
$2I,324,DDD
Unimproved Lois
V2.000
Total
133
$Z5,156,000
epte baWlp of Appra1SA Propenin
11143
52'B.931,000
B-2- /
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EXHIBIT B-3

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY

CERTIFICATE OF WINGSWEEP CORPORATION
In connection with the issuance and sale of the above -captioned bonds (the "Bonds"), and pursuant to the Bond Purchase Agreement (the "Bond Purchase Agreement") to be executed by and between the Temecula Public Financing Authority (the "Authority"), acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), Wingsweep Corporation, a California corporation ("Owner") hereby certifies, represents, warrants and covenants that:

1. While the Bonds or any refunding obligations related thereto are outstanding, Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding obligations, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent Owner in any way from defending or bringing any other action, suit, proceeding, inquiry, or investigation at law or in equity relating to the following: (i) that the Special Tax has not been levied in accordance with the methodologies contained in the rate and method of apportionment of special tax (the "Rate and Method of Apportionment") pursuant to which the Special Taxes are levied, (ii) the application or use of the Special Taxes levied and collected, or (iii) the interpretation or enforcement of the obligations of the Authority under any agreement between and between Owner and the Authority or to which Owner is a party or of which it is a beneficiary.

or highlighted in yellow in Appendix A attached hereto was true and correct in all material respects as of the Original Date of Value and the Updated Date of Value, as applicable.

3. As of the date hereof, the information in the Preliminary Official Statement under the captions "THE DISTRICT — Sommers Bend" and "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," solely as such information pertains to Owner, its Relevant Entities (as defined herein), the property owned by Owner and/or its Relevant Entities in the District (the "Property"), Owner's plans for the development of the Property and Owner's contractual arrangements with respect thereto is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

8. Except as disclosed in the Preliminary Official Statement, with respect to property owned by Owner or its Relevant Entities (as defined below) located within the boundaries of a development project, to the Actual Knowledge of the Undersigned (as defined below), within the last five years, neither Owner nor any of its Relevant Entities has (i) intentionally failed to pay when due any property taxes, special taxes, or assessments levied or assessed against such property, (ii) had any such property become either tax deeded to any governmental agency or the subject of judicial foreclosure proceedings for failure to pay such property taxes, special taxes, or assessments levied or assessed against such property, or (iii) failed to cure such delinquencies within forty-five days of becoming aware of such delinquencies.

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Individuals who are no longer employed by the Owner or its Relevant Entities have not been contacted.

10. As used in this Certificate, the term "Relevant Entity" means, with respect to Owner, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with Owner, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 2 and investment decision regarding the Bonds (i.e., information regarding such Person's assets or funds that would materially affect Owner's development plans with respect to its Property as described in the Preliminary Official Statement or to pay the Special Taxes levied against the portion of the Property then owned by Owner (to the extent the responsibility of Owner) prior to delinquency. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

12. The Acquisition Agreement originally entered into by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to the Owner) and the Continuing Disclosure Agreement —Primary Developer, dated as of the Closing Date, by and between the Owner and Webb Municipal Finance, LLC, as dissemination agent, each constitutes a valid, legal and binding obligation of the Owner and (assuming due authorization, execution and delivery by the respective other party) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. Except as set forth in the Continuing Disclosure B-3-3
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Agreement, Owner does not undertake to advise you of any matters that may come to Owner's attention subsequent to the date hereof that may affect the statements set forth herein.

13. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Bond Purchase Agreement.

Dated: , 2023 WINGSWEEP CORPORATION,
a California corporation
By:

Name:

Title:

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APPENDIX A

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY

OWNER PROVIDED INFORMATION IN APPRAISAL REPORT
Wingsweep provided remaining costs for its projects.
off -size Improvements
According to the Developer, total remaining affsite (Infrastructure) development casts associated with the project totals 532,307,759. Estimated bond construction funds for the project are $15,311,122, which are eligible to be used for infrastructure costs. As such, only$16,996,637 in backbone 1nfrastruct.ure costs will be accounted for in our analysts.

Rernaining 0n Site Developrnent Costs
According to Woo&ide Homes, which is developling Planning Areas 28A, 28Band 29, rema I n I ng on -site development costs are $29r965,418, or $79,961 peF lot (374 total lots), which will be accounted for herein. Additionallyr WinBsweep reports remaining cnsite costs ranginS from $108,945 to $188,813 per jot. These costs will be accounted for in our analysis presented later_ B-3-5
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EXHIBIT C

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

AUTHORITY

COMMUNITY FACILITIES DISTRICT
NO. 16-01
(RORIPAUGH RANCH PHASE 2)

SPECIAL TAX BONDS, CAPITAL
APPRECIATION SERIES 2023B
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the Executive Director of the Temecula Public Financing Authority, and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) This certificate is being delivered in connection with the sale and issuance of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A and the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B (collectively, the "Bonds") in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended (the "Rule"). (2) In connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated [February _, 2023] setting forth information concerning the Bonds and the Authority (the "Preliminary Official Statement"). (3) Except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.

IN WITNESS WHEREOF, I have hereunto set my hand as of [February _, 20231.

TEMECULA PUBLIC FINANCING AUTHORITY
For and on behalf of the

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
Aaron Adams, Executive Director
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EXHIBIT D
OPINION OF COUNSEL TO WOODSIDE 05S, LP
, 2023
Temecula Public Financing Authority
c/o City of Temecula
41000 Main Street
Temecula, California 92590
Stifel Nicolaus & Company, Incorporated
One Montgomery Street, 35th Floor
San Francisco, California 94104
Re: $ Temecula Public Financing Authority City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Series 2023A; $ Temecula Public Financing Authority City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) Special Tax Bonds, Capital Appreciation Series 2023B
Ladies and Gentlemen:

We have acted as special counsel to Woodside 05S, LP, a California limited partnership (the "Owner"), in connection with the issuance of the above -referenced bonds (the "2023 Bonds") by the Temecula Public Financing Authority (the "Authority"). All real property located within the City of Temecula Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "Community Facilities District") and owned by the Owner is referred to herein as the "Property." The 2023 Bonds are being sold to Stifel Nicolaus & Company, Incorporated, as Underwriter (the "Underwriter"). This opinion letter is being delivered to you pursuant to Section 4(d)(10) of the Bond Purchase Agreement, dated [February _, 2023], between the Authority and the Underwriter (the "Purchase Agreement").

In the course of acting as special counsel to the Owner as herein described, we have examined the following documents:
(a) Preliminary Official Statement, dated [February _, 2023], prepared in conjunction with the issuance and sale of the 2023 Bonds (the "Preliminary Official Statement"); (b) Official Statement, dated [March , 2023], prepared in conjunction with the issuance and sale of the 2023 Bonds (the "Official Statement"); (c) Continuing Disclosure Agreement —Primary Developer, dated as of [March , 2023] (the "Continuing Disclosure Document"), by and between Woodside 05S, LP and Webb Municipal Finance, LLC, as dissemination agent; D-1
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(d) Acquisition Agreement, dated as of March 1, 2017, by and between Roripaugh Valley Restoration, LLC and the Authority (as amended by the First Amendment and Second Amendment thereto and as assigned to Woodside 05S, LP, the "Acquisition Agreement"); (e) Certificate of Woodside 05S, LP, dated [February , 2023], and Closing Certificate of Woodside 05S, LP, dated [March , 2023], each executed by the Owner (collectively, the "Owner Certificates");
(f) Agreement of Limited Partnership of the Owner dated as of July 11, 2008, as amended by that certain First Amendment to Agreement of Limited Partnership of the Owner dated as of January 14, 2014 (collectively, the "Owner Formation Documents"); (g) Certificate of Limited Partnership of the Owner filed with the California Secretary of State on July 11, 2008, as amended by that certain Amendment to Certificate of Limited Partnership of the Owner filed February 26, 2016 with the California Secretary of State, as amended by that certain Amendment to Certificate of Limited Partnership f the Owner filed November 23, 2020 with the California Secretary of State, and Certificate of Status of the Owner from the California Secretary of State dated January _, 2023; and (h) Such other agreements, contracts and documents as we deemed relevant for the purposes of this opinion.

In addition, we have made such factual and other inquiries and examinations as we deemed necessary for the purposes of this opinion letter.

We call to your attention the fact that we are not general counsel to the Owner and do not represent the Owner on a continuing basis. Rather, we are representing the Owner solely in connection with its interactions with the Authority, the Community Facilities District and the City of Temecula (the "City") in connection with the issuance of the 2023 Bonds.

Whenever we have indicated in this opinion letter that the existence or absence of facts is based on our knowledge, it is intended to signify only that during the course of our representation of the Owner as herein described, no information has come to the attention of the lawyers in our firm actively representing the Owner in the matters described herein which would give them current actual knowledge of the existence or absence of such facts. Please be advised that only Michael Joyce has been so involved.

Except to the extent expressly set forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Owner. We have made no examination of, and express no opinion as to, title to the Property, the ability of the Owner to develop the Property (except as specifically set forth in paragraph 6 below), or the viability of the development of the Property by the Owner as described in the Official Statement.

As to certain factual matters (which we have not independently established or verified), including, without limitation, the status of the development of the Property by the Owner and existing development entitlements and future development entitlements which must be obtained in order for the Owner to complete the development and sale of the Property, we have relied upon D-2
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statements, certificates and other assurances of public officials and of certain officers and agents of the Owner, as well as employees and/or consultants of the Owner.

In expressing the opinions below, we have assumed, without inquiry or investigation, (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents; (ii) that there are no oral or written terms or conditions agreed to by the Authority, the Community Facilities District, the City, and/or the Owner which would have an effect on the opinions rendered herein; (iii) that there has not been any mutual mistake of fact or misunderstanding which would have an effect on the opinions rendered herein; and (iv) that all parties have complied with any requirement of good faith and fair dealing, noncompliance with which would have an effect on the opinions rendered herein.

Based solely upon and subject to the foregoing as well as to the qualifications, limitations, exclusions, exceptions, assumptions and other matters set forth herein, we are of the opinion that:

The Owner is a limited partnership, duly formed, validly existing and in good standing under the laws of the State of California, and is authorized to transact business in the State of California and is in good standing under the laws of the State of California.

2. The Owner has the power and authority to execute, deliver and perform its obligations under the Continuing Disclosure Document and the Acquisition Agreement.

3. The execution and delivery by the Owner of the Continuing Disclosure Document and the Acquisition Agreement and the performance by the Owner of its obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of the Owner and (ii) will not result in a violation of, a breach of, or a default under the Owner Formation Documents.

4. The Continuing Disclosure Document and the Acquisition Agreement have been duly executed and delivered by the Owner and constitute the legally valid and binding obligations of the Owner, enforceable against the Owner in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought.

5. To our knowledge, there is no action, suit, proceeding, inquiry or investigation, by or before any court, governmental agency, public board or body, pending or overtly threatened against the Owner which (A) seeks to prohibit, restrain or enjoin the proposed development by the Owner of the Property as described in the Official Statement; or (B) if determined adversely to the Owner is reasonably likely to have a material adverse effect on the Owner's ability (i) to comply with its obligations under the Continuing Disclosure Document or the Acquisition Agreement, (ii) to develop the Property as described in the Official Statement or (iii) to pay special taxes or ad valorem property taxes related to the Property when due; or (C) seeks to cause the Owner to be adjudicated as bankrupt or discharged from any or all of its debts or obligations; or (D) grants or seeks to grant an extension of time to pay the Owner's debts or seeks to effect a reorganization or a readjustment of the Owner's debts.

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6. Without having undertaken to determine independently the accuracy, completeness, or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but based solely on (i) our limited capacity as special counsel to the Owner, (ii) the representations of the Owner and/or its employees and/or consultants, and our reliance thereon, and (iii) our review of the Preliminary Official Statement and the Official Statement, no facts had or have come to our attention during the course of our representation of the Owner as described herein which caused us to believe that the information describing Development Matters (defined below) contained in the Relevant Sections (defined below) of the Preliminary Official Statement as of its date ([February _, 2023]) or as of the date of the Purchase Agreement ([March _, 20231), or the Relevant Sections of the Official Statement as of its date ([March _, 2023]) or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, in each case, we express no belief or conclusion as to (a) any financial statements and other financial, statistical, economic or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, (b) any information about valuation, appraisals, absorption or environmental matters (other than environmental permitting) included or referenced therein, including, without limitation, any information describing or summarizing all or any part of the Appraisal (as such term is defined in the Official Statement), and (c) any information which is identified as having been provided by a source other than the Owner). For purposes of this paragraph, the term "Relevant Sections" means the sections of the Preliminary Official Statement and the Official Statement entitled "THE DISTRICT — Sommers Bend," "THE DISTRICT — The Primary Developer, the Merchant Builders, and Wingsweep Corporation," and "CONTINUING DISCLOSURE — The Primary Developer" related solely to the Owner and the Property and the term "Development Matters" means solely the Owner, its Relevant Entities (as defined in the Owner Certificates), ownership of the Property, the Owner's development plan, the Owner's financing plan, the Owner's lenders, if any, and contractual arrangements of the Owner or any of its Relevant Entities (including, if material to the Owner's development plan or the Owner's financing plan, loans of such Relevant Entities).

Our opinions set forth in this opinion letter are subject to the following assumptions, exceptions, qualifications, limitations and exclusions, in addition to those assumptions, exceptions, qualifications, limitations and exclusions set forth above:

A. The foregoing opinions are qualified to the extent that (i) the legality, validity, binding nature and enforceability of the Continuing Disclosure Document and the Acquisition Agreement may be limited by and subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors now or hereafter in effect (including, without limitation, any law pertaining to preferential or fraudulent transfers), or may be limited by and subject to legal or general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), conscionability, reasonableness, good faith or fair dealing, whether relating to creditors' rights or otherwise, and (ii) any remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

B. We express no opinion as to (i) any matters related to architecture, construction, engineering, or the seismic or environmental condition of the Property (except as specifically set forth in paragraph 6 above), including, without limitation, any matters relating to the handling, storage, transportation or disposal of hazardous or toxic materials, (ii) any laws, rules or D-4
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regulations relating thereto, and/or (iii) any other scientific or professional field as such opinion would be beyond the scope of any opinion expressed herein.

C. We express no opinion on the enforceability under certain circumstances of provisions to the effect that rights or remedies are not exclusive, that rights or remedies may be exercised without notice, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy, that the election of a particular remedy or remedies does not preclude recourse to one or more other remedies, or that the failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy.

D. We express no opinion as to (i) any rights of set-off (other than as provided by Section 3054 of the California Civil Code, as interpreted by applicable judicial decisions); (ii) the enforceability of any provision providing for indemnification for claims, losses or liabilities to the extent such indemnification is prohibited by applicable law or contrary to public policy; or (iii) the enforceability of any provisions or agreement designating a party as an agent or attorney -in -fact, except where an agent or attorney -in -fact executed the Continuing Disclosure Document or the Acquisition Agreement on behalf of the Owner.

E. We express no opinion as to the legality, validity, binding nature or enforceability (whether in accordance with its terms or otherwise) of any provision insofar as it provides for the payment or reimbursement of costs and expenses in excess of a reasonable amount determined by any court or other tribunal (further, we wish to bring to your attention that to the extent any such provision provides for the payment of attorneys' fees in litigation, under California law such attorneys' fees may be granted only to the prevailing parry and such provisions are deemed to extend to both parties, notwithstanding that such provisions by their express terms benefit only one party).

F. We express no opinion regarding any laws or regulations involving taxes, including without limitation, we express no opinion as to the exclusion from gross income for federal income tax purposes of the interest on the 2023 Bonds, or the exemption of the interest on the 2021 Bonds from the State of California personal income taxes.

G. Except as specifically set forth in paragraph 6 above, we express no opinion as to (i) compliance with the anti -fraud provisions of applicable federal and state securities or other laws, rules or regulations or (ii) the applicability or effect on the subject transaction of the securities laws of the State of California, the United States of America, including but not limited to the Securities Act of 1933, as amended, and any other jurisdiction.

H. We are licensed to practice law only in the State of California. Accordingly, we are opining only as to the internal laws (excluding laws relating to conflicts of laws) of the State of California, the federal laws of the United States of America, and the Delaware General Corporation Law, and assume no responsibility as to the applicability or effect of the laws of any other jurisdiction.

I. Whenever we have stated that we have assumed any matter of fact, it is intended to indicate that we have assumed such matter without making any factual, legal or other inquiry or investigation, and without expressing any opinion or conclusion of any kind concerning such matter.

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J. This opinion letter is furnished to you specifically in connection with the issuance of the 2023 Bonds pursuant to the terms of the Purchase Agreement, and solely for your information and benefit. It may not be utilized, relied on, quoted or distributed to any other person by you in any other connection, and it may not be utilized, relied on or quoted by any other person for any purpose, without in each instance our express prior written consent; provided, however, a copy may be included in the transcript of the proceedings for the 2023 Bonds.

K. The opinions expressed herein are given solely as of the date hereof and are based on the facts (as we know, believe or have assumed them to be) and law as in effect on the date hereof. We undertake neither to supplement or update this opinion letter nor undertake to advise you or any other party if there is a change in law or facts or new facts come to our attention subsequent to the date hereof which may affect the opinions expressed above and/or which may cause us to amend any portion of this opinion letter in full or in part. If future acts or omissions of the parties may serve to modify, alter or change the circumstances under which the opinions herein were rendered, our opinions set forth in this opinion letter shall remain as if such future acts or omissions did not occur.

Also, actions, conduct or omissions by a party may create a situation of waiver, estoppel or novation which would supplant the opinions set forth in this opinion letter.

Very Truly Yours,

STUART KANE LLP
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EXHIBIT E

FORM OF AUTHORITY COUNSEL OPINION
2023
Stifel, Nicolaus & Company, Incorporated
San Francisco, California
Authority Counsel Opinion
with reference to:

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, CAPITAL APPRECIATION SERIES 2023B
Stifel Nicolaus & Company:

We serve as General Counsel to the Temecula Public Financing Authority (the "Authority").

In such capacity, in connection with the issuance of the above -referenced bonds (the "Bonds") as contemplated by the Bond Purchase Agreement, dated , 2023 (the "Purchase Agreement"), by and between the Authority, acting on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District") and Stifel, Nicolaus & Company, Incorporated, as the Underwriter, we have examined the original, or a copy otherwise identified to us as being a true copy of such documents, certificates, and records as we have deemed relevant and necessary as the basis for the opinion set forth herein. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. Relying on such examination and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that:

1. The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California and the District is duly organized and validly existing as a community facilities district under the laws of the State of California.

2. The Board of Directors duly and validly adopted Resolution No. TPFA 16-04 on April 26, 2016 (the "Resolution of Formation"), Ordinance No. TPFA 16-01 on May 10, 2016 (the "Ordinance"), and Resolution No. TPFA on February 14, 2023 (the "Resolution of Issuance"), at meetings of the Board of Directors which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.

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Each of the Resolution of Formation, Ordinance and the Resolution of Issuance has not been amended, modified or supplemented.

3. To the best of our knowledge, the authorization, execution and delivery of the Authority Documents and compliance with the provisions thereof by the Authority of its obligations thereunder, will not conflict with, or constitute a breach or default under, in any material respect, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Authority or District is subject or by which it is bound.

4. To the best of our knowledge and except as disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at law or in equity as to which the Authority is or would be a party, before or by any court, governmental agency or body, pending and notice of which has been served on and received by the Authority or, to the best of our knowledge, threatened against the Authority, challenging the creation, organization or existence of the Authority or the District, or the validity of the Bonds or the Authority Documents or contesting the authority of the Authority to enter into or perform its obligations under any of such documents, or with respect to which an unfavorable decision, ruling or finding would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or which seeks to restrain or enjoin the development of the land in the District as described in the Official Statement or the issuance, sale and delivery of the Bonds or which challenges the exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any action of the Authority contemplated by any of said documents.

The opinions expressed herein are based on such examination of the law of the State of California as we deemed relevant for the purposes of this opinion. We have not considered the effect, if any, of the laws of any other jurisdiction upon matters covered by this letter. We express no opinion as to the status of the Bonds or the interest thereon, or the Authority Documents under any federal or state securities laws or "Blue Sky" law or any federal, state or local tax law. No opinion is expressed herein with respect to the validity of the Bonds for which the Authority is relying on the opinion given by Bond Counsel. Further, we express no opinion with respect to any indemnification, contribution, liquidated damages, penalty, right of setoff, arbitration, judicial reference, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the Authority Documents. Without limiting any of the foregoing, we express no opinion as to any matter other than as expressly set forth above.

Whenever a statement herein is qualified by "to the best of our knowledge," it shall be deemed to indicate that, during the course of our representation of the Authority in connection with the financing described herein, no information that would give us current, actual knowledge of the inaccuracy of such statement has come to our attention. We have not undertaken any independent investigation to determine the accuracy of such statements, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such investigation. No inference as to our knowledge of any matters bearing upon the accuracy of any such statement should be drawn from the fact of our representation of the Authority. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to E-2
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original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents.

This opinion letter is furnished by us as General Counsel to the Authority, pursuant to Section 4(d)(8) of the Purchase Agreement. No attorney -client relationship has existed or exists between our firm and the addressee hereof in connection with the Bonds or by virtue of this opinion.

This opinion letter is rendered solely in connection with the financing described herein, and may not be relied upon by you for any other purpose. The opinions rendered in this letter are as of the date hereof. We disclaim any obligation to update this opinion letter.

Very truly yours,

RICHARDS, WATSON & GERSHON,

A PROFESSIONAL CORPORATION
Peter M. Thorson
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EXHIBIT F
TABLE OF ACCRETED VALUES (SERIES 2023B BONDS)
(Per $5,000 Maturity Value)
[To Come at Pricing]
F-1
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EXHIBIT G

TEMECULA PUBLIC FINANCING TEMECULA PUBLIC FINANCING

AUTHORITY AUTHORITY

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds").

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) Stifel offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated March , 2023, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the - Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -parry distribution agreement shall contain the agreement of each broker -dealer who is a party to the third - party distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the - Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

Reserve Fund.

The establishment of the Reserve Fund for the Bonds in the amount of the Reserve Requirement (as such terms are defined in the Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023, by and between the Issuer and U.S. Bank Trust Company, National Association, as Fiscal Agent (the "Fiscal Agent"), pursuant to which the Bonds are being issued) was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds.

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4. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities."
(b) "Hold -the -Offering -Price Maturities" means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) "Holding Period" means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([February , 2023]), or (ii) the date on which Stifel has sold at least 10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity. (d) Issuer means the City of Temecula, California.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [February _, 2023]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Quint & Thimmig LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

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STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

Dated: , 2023
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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND

INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
SPECIAL TAX BONDS, SERIES 2023A
Maturity Date Principal Interest Rate Yield Price 10% Test Hold the (September 1) Amount Used Offering
Price Used
20 20
20 20
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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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w co PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY J 2023 E 15 o NEW ISSUE - BOOK ENTRY ONLY NOT RATED
r.

L In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject however, to certain qualifications described o N in this Official Statement, under existing law, interest on the 2023 Bonds is excludable from gross income of the owners thereof for c federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for g m individuals under the Internal Revenue Code of 1986, as amended. For tax years beginning after December 31, 2022, interest on the 2023 0 9 Bonds may affect the corporate alternative minimum tax for certain corporations. In the further opinion of Bond Counsel, interest on the a) -' 2023 Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS." .. [D

TEMECULA PUBLIC FINANCING AUTHORITY
L COMMUNITY FACILITIES DISTRICT NO.16-01
(RORIPAUGH RANCH PHASE 2)
O �
10 $6,360,000* $2,459,275*
o s SPECIAL TAX BONDS, SPECIAL TAX BONDS,
I a SERIES 2023A CAPITAL APPRECIATION SERIES 2023B
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Dated: Date of Issuance Due: September 1, as shown on inside cover 0 3 The Temecula Public FinancingAuthority (the "Authority"), for and on behalf of the Temecula Public FinancingAuthority N � � ty ty„
o o Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), is issuing the above -captioned Special Tax Bonds, 9 N 3 Series 2023A (the "Series 2023A Bonds") and Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds" and @ m collectively with the Series 2023A Bonds, the "2023 Bonds") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended m o (constituting Section 53311 et seq. of the California Government Code) (the "Act"), and an Amended and Restated Fiscal Agent E W Agreement, dated as of March 1, 2023 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf of the District, C/> CO 0 and U.S. Bank Trust Company, National Association, as fiscal agent (the "Fiscal Agent"). �O N
a> The 2023 Bonds are payable from the proceeds of an annual Special Tax (as defined in the Fiscal Agent Agreement) being levied on No 5 property located within the District and from certain funds pledged under the Fiscal Agent Agreement. The Special Tax is being levied a i a Appendix B a rate and method ate and Method."of apportionment of Special Taxes. See "SECURITY FOR THE 2023 BONDS —Special Taxes" and .y o The 2023 Bonds will be issued in book -entry form only and, when delivered, will be registered in the name of Cede & Co., as c c 0 nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the 2023 Bonds.

E $ Individual purchases of the 2023 Bonds will be made in book -entry form only. See "THE 2023 BONDS —General Provisions" and c.03 Appendix G - "DTC and the Book -Entry Only System." O N Cr
E E o Interest on the Series 2023A Bonds is payable on March 1 and September 1 of each year, commencing on September 1, 2023. The as m o Series 2023B are being issued as capital appreciation bonds. The Series 2023B Bonds will not pay current interest, but will accrete .@ interest at the Accretion Rate set forth on the inside cover from their date of issuance, such interest to be compounded semiannually on N each March 1 and September 1, commencing September 1, 2023, with the Accreted Value of the Series 2023B Bonds payable solely at maturity or upon the earlier redemption thereof. See "THE 2023 BONDS —General Provisions." 0 o The 2023 Bonds are subject to redemption prior to maturity. See "THE 2023 BONDS —Redemption." o c c The Authority has heretofore issued, for the District, its Temecula Public Financing Authority Community Facilities District No. ro n 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), which 2017 Bonds are secured on a parity with the 2023 Bonds under the Fiscal
issue additional
s for the
istrict that would be secured
a lien on
N y c the p Special Tax Revenues g(astdefned n the Fiscal c l Agent Agreement) and by funds pledged Dunder the Fiscal Agent Agreement for the w ' payment of the 2023 Bonds on a parity with the 2023 Bonds and the 2017 Bonds, but any such parity bonds must be Refunding Bonds � m (as defined in the Fiscal Agent Agreement). See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds."

NONE OF THE FAITH AND CREDIT OF THE DISTRICT, THE AUTHORITY OR THE STATE OF CALIFORNIA OR OF ANY OF O
3 ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE 2023 BONDS. EXCEPT FOR THE SPECIAL TAXES, NO a�i � , OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2023 BONDS. THE 2023 BONDS ARE NEITHER GENERAL NOR m £ N SPECIAL OBLIGATIONS OF THE AUTHORITY, NOR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED � o OBLIGATIONS OF THE AUTHORITY FOR THE DISTRICT, PAYABLE SOLELY FROM CERTAIN AMOUNTS PLEDGED THEREFOR ;' o UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.

C O +_
mc This cover page contains certain information for quick reference only. Investors should read the entire Official Statement to obtain E m .N information essential to the making of an informed investment decision with respect to the 2023 Bonds. See the section of this Official _o L Statement entitled "SPECIAL RISK FACTORS" for a discussion of certain risk factors that should be considered, in addition to the other matters discussed herein, in considering the investment quality of the 2023 Bonds.

E o
a o MATURITY SCHEDULE
N (see inside cover)
a) The 2023 Bonds are offered when, as and if issued by the Authority for the District, subject to approval as to their legality by Quint E - 3 & Thimmig LLP, Larkspur, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the 2023 Bonds mT will be passed upon for the Authority by Richards, Watson & Gershon, A Professional Corporation, Los Angeles, California, in its

2.2 capacity as general counsel to the Authority, and by Quint & Thimmig LLP, Larkspur, California, acting as Disclosure Counsel to the '70a'o a Authority. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional jF N Corporation, Newport Beach, California. It is anticipated that the 2023 Bonds in definitive form will be available for delivery to DTC on .T or about March — 2023.

Em-

STI FEL
a @ The date of this Official Statement is February 2023.

N O U
F O Preliminary, subject to change.

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.16-01
(RORIPAUGH RANCH PHASE 2)
$6,360,000- $2,459,275*

SPECIAL TAX BONDS, SPECIAL TAX BONDS,
SERIES 2023A CAPITAL APPRECIATION SERIES 2023B
MATURITY SCHEDULE FOR THE SERIES 2023A BONDS
$ Serial Bonds; CUSIP Prefix: 87972(i)
Maturity Date Principal Interest
(September 1) Amount Rate Yield Price
$ % Term Bonds due September 1, Price to Yield % CUSIPM: 87972 $ % Term Bonds due September 1, Price to Yield % CUSIPM: 87972 MATURITY SCHEDULE FOR THE SERIES 2023B BONDS
CUSIP
Suffix(')
_% Accretion Rate Term Bonds due September 1, 2053 Price to Yield % CUSIPM: 87972 . Preliminary, subject to change.
(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 2023 Bonds. Neither the Authority 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 2023 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 2023 Bonds.

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 2023 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 2023 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 2023 Bonds may not be sold, and no offer to buy the 2023 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 2023 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 2023 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 2023 Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the 2023 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 2023 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 2023 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 2023 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.
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TEMECULA PUBLIC FINANCING AUTHORITY
Board of Directors
Zak Schwank, Chair
James Stewart, Member
Jessica Alexander, Member
Curtis Brown, Member
Brenden Kalfus, Member
Authority/City of Temecula Officials
Aaron Adams, Executive Director and City Manager
Luke Watson, Deputy City Manager
Jennifer Hennessy, Authority Treasurer and City Director of Finance Patrick Thomas, Director of Public Works and City Engineer Randi Johl, Authority Secretary and City Clerk

PROFESSIONAL SERVICES
Authority General Counsel and City Attorney
Richards, Watson & Gershon,
A Professional Corporation
Los Angeles, California
Municipal Advisor
Fieldman, Rolapp & Associates, 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
Appraiser
Integra Realty Resources
Sacramento, California
Fiscal Agent
U.S. Bank Trust Company, National Association
Los Angeles, California

TABLE OF CONTENTS
INTRODUCTION...................................................................1 General...................................................................................1 Authority for Issuance.........................................................1 The 2023 Bonds.....................................................................2 Application of 2023 Bond Proceeds...................................2 ParityBonds..........................................................................2 Security for the 2023 Bonds.................................................3 ReserveFund........................................................................4 TheAuthority.......................................................................4 TheDistrict............................................................................4 LandValuation.....................................................................6 Limited Obligation...............................................................7 Bondowners' Risks...............................................................8 Continuing Disclosure.........................................................8 Other Information................................................................8 PLAN OF FINANCING........................................................8 Overview...............................................................................8 Estimated Sources and Uses of Funds...............................9 THE 2023 BONDS.................................................................10 Authority for Issuance.......................................................10 General Provisions.............................................................10 Redemption.........................................................................11 Transfer or Exchange of 2023 Bonds...............................14 Discontinuance of DTC Services......................................15 Scheduled Debt Service.....................................................16 SECURITY FOR THE 2023 BONDS...................................16 General.................................................................................16 Limited Obligation.............................................................17 SpecialTaxes.......................................................................17 Special Tax Fund................................................................18 Summary of Rate and Method.........................................19 Reserve Fund......................................................................23 Covenant for Superior Court Foreclosure ......................24 NoTeeter Plan....................................................................26 Investment of Moneys.......................................................26 Issuance of Additional Bonds...........................................26 THE DISTRICT.....................................................................27 Location and General Description of the District .......... 27 History of the District........................................................29 The Improvements.............................................................31 Sommers Bend....................................................................33 The Primary Developer, the Merchant Builders and
Wingsweep Corporation...................................................38 Property Values..................................................................44 Land Use Distribution.......................................................45 Value -to -District Lien Ratios............................................46 Special Tax Delinquencies.................................................49 Direct and Overlapping Governmental Obligations.... 50
SampleTax Bill................................................................... 51 THE AUTHORITY...............................................................52 SPECIAL RISK FACTORS..................................................53 No General Obligation of the Authority or the
District................................................................................. 53 PropertyValue...................................................................53 Concentration of Ownership ............................................ 53 Failure to Complete Development .................................. 54 Government Approvals .................................................... 54 Payment of the Special Tax is not a Personal
Obligation........................................................................... 54 FDIC/Federal Government Interests in Properties...... 54 Exempt Properties............................................................. 56 Parity Taxes and Special Assessments ............................ 56 Insufficiency of Special Taxes .......................................... 57 Tax Delinquencies.............................................................. 57 Bankruptcy Delays............................................................ 58 Proceeds of Foreclosure Sales .......................................... 58 Natural Disasters............................................................... 59 Wildfires.............................................................................. 59 Hazardous Substances...................................................... 59 Disclosure to Future Purchasers ...................................... 60 Potential Early Redemption of 2023 Bonds from
Special Tax Prepayments .................................................. 60 Cybersecurity..................................................................... 60 COVID-19 Pandemic......................................................... 61 No Acceleration Provision ................................................ 61 Taxability Risk.................................................................... 61 Enforceability of Remedies ............................................... 61 No Secondary Market ....................................................... 62 Proposition218................................................................... 62 Ballot Initiatives................................................................. 63 IRS Audit of Tax -Exempt Bond Issues ........................... 63 TAXMATTERS.................................................................... 63 LEGALMATTERS...............................................................66 NORATING.........................................................................66 NO LITIGATION.................................................................66 MUNICIPAL ADVISOR ..................................................... 66 UNDERWRITING............................................................... 67 CONTINUING DISCLOSURE ........................................... 67 TheAuthority..................................................................... 67 The Primary Developer..................................................... 67 Remedies for Failures to Comply .................................... 68 MISCELLANEOUS.............................................................. 68 APPENDIX A GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY

AND THE COUNTY

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 OF THE AUTHORITY

APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT OF THE PRIMARY DEVELOPER

APPENDIX G DTC AND THE BOOK -ENTRY ONLY SYSTEM

APPENDIX H APPRAISAL REPORT
APPENDIX I TABLE OF ACCRETED VALUES OF SERIES 2023B BONDS

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CITY OF TEMECULA
(Riverside County, California)
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OFFICIAL STATEMENT

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 16-01
(RORIPAUGH RANCH PHASE 2)
$6,360,000* $2,459,275*

SPECIAL TAX BONDS, SPECIAL TAX BONDS,
SERIES 2023A CAPITAL APPRECIATION SERIES 2023B

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 2023 Bonds. The sale and delivery of 2023 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 Special Tax Bonds, Series 2023A (the "Series 2023A Bonds") and Special Tax Bonds, Capital Appreciation Series 2023B (the "Series 2023B Bonds" and collectively with the Series 2023A Bonds, the "2023 Bonds").

The 2023 Bonds are being issued by the Temecula Public Financing Authority (the "Authority"), for and on behalf of the Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) (the "District"), pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act") and an Amended and Restated Fiscal Agent Agreement, dated as of March 1, 2023 (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 net proceeds of the 2023 Bonds will be used to finance certain public infrastructure improvements authorized to be funded by the District. See "PLAN OF FINANCING."
Authority for Issuance
General. The District was formed on April 26, 2016 under the authority of 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 authorize the issuance of bonds for the community facilities district established by it and may authorize the levy and collection of a special tax within the district to repay the bonds.
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Bond Authority. The 2023 Bonds are authorized to be issued pursuant to the Act, a Resolution adopted on February 14, 2023 by the Board of Directors of the Authority (the 'Board of Directors") acting as the legislative body of the District, and the Fiscal Agent Agreement. For more detailed information about the formation of the District and the authority for issuance of the 2023 Bonds, see "THE DISTRICT —History of the District." The 2023 Bonds
General. The 2023 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 2023 Bonds. See "THE 2023 BONDS —General Provisions - 2023 Bonds."
Series 2023A Bonds. The Series 2023A Bonds will be issued only as fully registered bonds, in integral multiples of $5,000, 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 Series 2023A Bonds will be dated the date of their issuance and interest on the 2023 Bonds will be payable on March 1 and September 1 of each year (individually an "Interest Payment Date"), commencing September 1, 2023. See "THE 2023 BONDS —General Provisions - The Series 2023A Bonds."
Series 2023B Bonds. The Series 2023B Bonds will be issued only as fully registered bonds, in integral multiples of $5,000 Maturity Value. The Series 2023B Bonds are being issued as capital appreciation bonds in the principal amount set forth on the inside cover page of this Official Statement, and will be dated the date of their issuance. The Series 2023B Bonds will not pay current interest, but will accrete interest from their date of issuance at the Accretion Rate also set forth on the inside cover page, such interest to be compounded semiannually on each March 1 and September 1, commencing September 1, 2023, with the Accreted Value of the Series 2023B Bonds payable solely at maturity or upon the earlier redemption thereof. See "THE 2023 BONDS —General Provisions - The Series 2023B Bonds."
Redemption Prior to Maturity. The 2023 Bonds are subject to optional redemption, mandatory sinking payment redemption and mandatory redemption from Special Tax prepayments prior to their respective maturities. See "THE 2023 BONDS —Redemption." Application of 2023 Bond Proceeds
Proceeds of the 2023 Bonds will be used (a) to make a deposit to the Improvement Fund, (b) to make a deposit to the Reserve Fund for the Bonds (as defined below) to increase the amount therein to the amount of the Reserve Requirement as of the date of issuance of the 2023 Bonds, (c) to make a deposit to a Capitalized Interest Account to be used to pay interest on the Series 2023A Bonds due on September 1, 2023, and (d) to pay the costs of issuance of the 2023 Bonds. See "PLAN OF FINANCING —Estimated Sources and Uses of Funds." The proceeds of the 2023 Bonds deposited to the Improvement Fund will be used to pay the costs of certain public infrastructure improvements (the "Improvements") authorized to be funded by the District. See "THE DISTRICT —The Improvements."
Parity Bonds
The Authority has heretofore issued its Temecula Public Financing Authority Community Facilities District No. 16-01 (Roripaugh Ranch Phase 2) 2017 Special Tax Bonds (the "2017 Bonds"), of which $42,815,000 principal amount was issued and $39,260,000 principal amount is outstanding. The 2017 Bonds were issued to finance public improvements -2-

authorized to be funded by the District. See "THE DISTRICT —History of the District." Except for the amount in the Capitalized Interest Account (which is to be used solely to pay interest on the 2023A Bonds due September 1, 2023), the 2017 Bonds are secured by a pledge of the Special Tax Revenues and amounts held in certain funds and accounts under the Fiscal Agent Agreement on a parity with the 2023 Bonds.

The Authority may in the future issue additional bonded indebtedness (future "Parity Bonds") that is secured by a lien on the Special Tax Revenues and on the funds pledged under the Fiscal Agent Agreement on a parity with the 2017 Bonds and the 2023 Bonds, but any such Parity Bonds must be "Refunding Bonds," as defined in the Fiscal Agent Agreement. See "SECURITY FOR THE 2023 BONDS —Issuance of Additional Bonds." When used in this Official Statement, the term 'Bonds" means, collectively, the 2017 Bonds, the 2023 Bonds and any future Parity Bonds that may be issued for the District.

Security for the 2023 Bonds
Pledge Under the Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement, the Bonds are secured by a first pledge of all of the Special Tax Revenues (other than, in each Fiscal Year, up to the first $50,000 of Special Tax Revenues that may be deposited into the Administrative Expense Fund) and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed in accordance with the Fiscal Agent Agreement, in the Special Tax Fund.

See "SECURITY FOR THE 2023 BONDS —General." "Special Tax Revenues," as defined in the Fiscal Agent Agreement, means the proceeds of the Special Taxes (as described under the subheading "Special Taxes; Rate and Method" below) received by the Authority, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon, but does not include penalties, if any, collected in connection with delinquent Special Taxes. The Special Tax Revenues and all moneys deposited into the Bond Fund, the Reserve Fund and the Special Tax Fund are dedicated to the payment of the principal of, and interest and any premium on, the Bonds in accordance with the Fiscal Agent Agreement until all of the Bonds have been paid or defeased. See "SECURITY FOR THE 2023 BONDS —Special Taxes" and Appendix B — "Rate and Method." Special Taxes; Rate and Method. The Special Taxes to be used to pay debt service on the Bonds will be levied on Taxable Property in the District in accordance with the Rate and Method of Apportionment of Special Tax, as described under the heading "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method" (the "Rate and Method"). The term "Special Taxes", when used in this Official Statement, means the Special Tax A levied on the Taxable Property within the District pursuant to the Rate and Method and the Fiscal Agent Agreement to fund the "Special Tax A Requirement," which includes amounts needed to pay the debt service on the 2023 Bonds. The Rate and Method also allows for the levy of a Special Tax B to pay for certain municipal services authorized to be funded by the District, but the Special Tax B is not in any way pledged, and will not be used, to pay debt service on the Bonds.

See "SECURITY FOR THE 2023 BONDS —Special Taxes," and "—Summary of Rate and Method."
With respect to the annual Special Tax levy on property in the District, the Special Tax levy on any parcel may not exceed the Maximum Special Tax rate applicable to such parcel. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method — Maximum Special Taxes." Also, under no circumstances may the Special Tax on a parcel in residential use be increased in any Fiscal Year as a consequence of the delinquency or default in payment of the Special Tax levied on another parcel or parcels by more than ten percent (107o) above the amount that would have been levied in that Fiscal Year had there never been any such -3-

delinquencies or defaults. See "SECURITY FOR THE 2023 BONDS —Summary of Rate and Method - Method of Apportionment."
Limitations. Amounts in the Administrative Expense Fund, the Improvement Fund and the Costs of Issuance Fund, each of which is established under the Fiscal Agent Agreement, are not pledged to the repayment of the Bonds. A portion of the Special Taxes collected annually and to be deposited on a priority basis to the Administrative Expense Fund (see clause (i) of the second paragraph under "SECURITY FOR THE 2023 BONDS —Special Tax Fund") is not pledged to the repayment of the Bonds. The Improvements are not pledged as collateral for the Bonds. The Special Tax B and the proceeds of condemnation or destruction of any of the Improvements are not pledged to pay the debt service on the Bonds. In the event that the Special Taxes are not paid when due, the only sources of funds available to repay the Bonds are amounts held by the Fiscal Agent under the Fiscal Agent Agreement in the Bond Fund, the Reserve Fund, and, until disbursed as provided in the Fiscal Agent Agreement, in the Special Tax Fund, as well as certain proceeds, if any, from foreclosure sales of parcels with delinquent Special Taxes. See "SECURITY FOR THE 2023 BONDS -General." Reserve Fund
The Fiscal Agent Agreement established a Reserve Fund to be held by the Fiscal Agent as a reserve for the payment of principal of and interest on the Bonds. The Reserve Fund is required to be funded in an amount equal to the least of (i) Maximum Annual Debt Service on the Outstanding Bonds, (ii) 125% of average Annual Debt Service on the Outstanding Bonds, or (iii) 10% of the sum of the principal amount of the then Outstanding 2017 Bonds, the principal amount of the then Outstanding Series 2023A Bonds, and of the initial principal amount of the then Outstanding Series 2023B Bonds (the "Reserve Requirement"). The Reserve Fund will be available to pay debt service on the Bonds in the event that there is a shortfall in the amount in the Bond Fund to pay such debt service. The Reserve Requirement as of the date of issuance of the 2023 Bonds will be $ . A portion of the proceeds of the 2023 Bonds in the amount of $ will be deposited to the Reserve Fund which amount, together with funds already on deposit in the Reserve Fund, will increase the amount on deposit therein to the amount of the Reserve Requirement as of the date of issuance of the 2023 Bonds. See "SECURITY FOR THE 2023 BONDS —Reserve Fund" and Appendix C - "Summary of Certain Provisions of the Fiscal Agent Agreement - Funds and Accounts - Reserve Fund." 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 former 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 pursuant to proceedings conducted under the Act on April 26, 2016 and an election held on that date wherein the two then owners of the property in the District voted in favor of the formation of the District, the levy of the Special Tax A and the Special Tax B on the property in the District and the issuance of up to $60,000,000 principal amount of special tax bonds payable from the Special Tax A. See "THE -4-

Temecula City CouncilFebruary 14, 2023

Temecula City Council
February 14, 2023