Agenda — Temecula City Council, January 23, 2024 (part 1 of 2)

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title 11].

AGENDA

TEMECULA CITY COUNCIL

REGULAR MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 23, 2024 - 6:00 PM

COUNCIL MEMBER ZAK SCHWANK

TO PARTICIPATE ELECTRONICALLY
VIA ZOOM FROM: HOLIDAY INN
300 J STREET

SACRAMENTO, CALIFORNIA
CLOSED SESSION - 5:30 PM
CONFERENCE WITH LEGAL COUNSEL - PENDING LITIGATION. The City Council will meet in closed session with the City Attorney pursuant to Government Code Section 54956.9(d)(1) with respect to one matter of pending litigation: Solana Winchester, LLC v. City of Temecula, et al. (Riverside Superior Court Case No. CVRI2304109).

CALL TO ORDER: Mayor James Stewart
INVOCATION: Pastor Cale Fauver of Southwest Christian Church FLAG SALUTE: Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

PRESENTATIONS
Presentation by Riverside County Transportation Commission Regarding Draft Traffic Relief Plan

BOARD / COMMISSION REPORTS
Race, Equity, Diversity and Inclusion Commission

PUBLIC SAFETY REPORT
County of Riverside, Fire Department (CAL FIRE)

PUBLIC COMMENTS - NON -AGENDA ITEMS
A total of 30 minutes is provided for members of the public to address the City Council on matters not

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City Council Agenda January 23, 2024
listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

CITY COUNCIL REPORTS
Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten minutes will be devoted to these reports.

CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the City Council request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the City Council on matters on the Consent Calendar.

Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images maybe displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected].

All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

1. Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda Recommendation: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda.

Attachments: Agenda Report

2. Approve Action Minutes of January 9, 2024
Recommendation: That the City Council approve the action minutes of January 9, 2024.

Attachments
Action Minutes

3. Approve List of Demands
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS

SET FORTH IN EXHIBIT A

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City Council Agenda January 23, 2024

4. 5.

Attachments: Agenda Report
RPcnlntinn
List of Demands
Award Construction Contract to California Waters Development, Inc., dba California Waters for Community Recreation Center Splash Pad & Shade Structure Project, PW21-07 Recommendation: That the City Council:

1. Approve the transfer of $820,000 of Measure S funds from the Community Recreation Center Renovations project, PW 19-07 to the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and

2. Award a construction contract to California Waters Development, Inc., dba California Waters, in the amount of $1,840,406 for the Community Recreation Center Splash Pad & Shade Structure project, PW21-07; and

3. Authorize the City Manager to approve construction contract change orders up to 10% of the contract amount, $184,040.60; and

4. Make a finding that the Community Recreation Center Splash Pad & Shade Structure project is exempt from Multiple Species Habitat Conservation Plan fees.

Attachments: Agenda Report
Contract
Project Location
Project Description
Correspondence with Aster Construction Services, Inc.

Approve Second Amendment to the Agreement with Mike's Precision Welding, Inc., for Welding Maintenance Services
Recommendation: That the City Council approve the second amendment to the agreement with Mike's Precision Welding, Inc., for welding maintenance services, in the amount of $50,000, for a total agreement amount of $150,000.

Attachments: Agenda Report
Second Amendment

RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA

COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA

REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND/OR THE

TEMECULA PUBLIC FINANCING AUTHORITY

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City Council Agenda January 23, 2024

TEMECULA COMMUNITY SERVICES DISTRICT MEETING
CALL TO ORDER: President Zak Schwank
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

CSD PUBLIC COMMENTS - NON -AGENDA ITEMS
A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

CSD CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Community Services District request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited.

6. Approve Action Minutes of January 9, 2024
Recommendation: That the Board of Directors approve action minutes of January 9, 2024.

Attachments: Action Minutes

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTOR REPORTS

CSD ADJOURNMENT
The next regular meeting of the Temecula Community Services District will be held on Tuesday, February 13, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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City Council Agenda January 23, 2024

SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY - NO

MEETING

TEMECULA HOUSING AUTHORITY - NO MEETING

JOINT MEETING - TEMECULA PUBLIC FINANCING AUTHORITY/CITY COUNCIL CALL TO ORDER: Chair James Stewart
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

TPFA/COUNCIL PUBLIC COMMENT
A total of 30 minutes is provided for members of the public to address the Board of Directors on matters not listed on the agenda. Each speaker is limited to 3 minutes. A total of 30 minutes is provided for members of the public to address the City Council on matters not listed on the agenda. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

TPFA/COUNCIL CONSENT CALENDAR
All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless members of the Temecula Public Financing Authority request specific items be removed from the Consent Calendar for separate action. A total of 30 minutes is provided for members of the public to address the Board of Directors on items that appear on the Consent Calendar. Each speaker is limited to 3 minutes. Public comments may be made in person at the meeting by submitting a speaker card to the City Clerk. Speaker cards will be called in the order received. Still images may be displayed on the projector. All other audio and visual use is prohibited. Public comments may also be submitted by email for inclusion into the record. Email comments must be received prior to the time the item is called for public comments and submitted to [email protected]. All public participation is governed by Council Policy regarding Public Participation at Meetings adopted by Resolution No. 2021-54.

7. Approve and Adopt Resolutions of Intention to Form CFD 23-02 (Prado), Authorize the Levy of Special Taxes on Property in CFD No. 23-02, Incur Bonded Indebtedness for CFD No. 23-02 and Approve Related Documents and Agreements
Recommendation: That the Board of Directors/City Council adopt resolutions entitled:

RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS

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City Council
Agenda January 23, 2024

INTENTION TO ESTABLISH A COMMUNITY FACILITIES

DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES

THEREIN - PRADO
RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING ITS

INTENTION TO INCUR BONDED INDEBTEDNESS OF THE

PROPOSED TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.23-02 (PRADO)
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING A JOINT COMMUNITY FACILITIES

AGREEMENT RELATING TO THE FINANCING OF PUBLIC

IMPROVEMENTS AND MUNICIPAL SERVICES, AND

IMPLEMENTATION OF AN ACQUISITION AGREEMENT - CFD
23-02 (PRADO)
Attachments: Agenda Report
TPFA Resolution - Establish CFD
TPFA Resolution - Bonded Indebtedness
CC Resolution - JCFA and Acquisition Agreement
Petition
City - JCFA
Acquisition Agreement

EMWD - JCFA

TVUSD - JCFA

TPFA/COUNCIL EXECUTIVE DIRECTOR REPORT

TPFA/COUNCIL BOARD OF DIRECTOR REPORTS

TPFA/COUNCIL ADJOURNMENT
The next regular meeting of the Temecula Public Financing Authority will be held on Tuesday, February 13, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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City Council Agenda January 23, 2024

RECONVENE TEMECULA CITY COUNCIL

DEPARTMENTAL REPORTS (RECEIVE AND FILE)

8. Community Development Department Monthly Report
Attachments: Agenda Report
Planning Activity Report

9. Fire Department Monthly Report
Attachments: Agenda Report
Fire Monthly Report

10. Police Department Monthly Report
Attachments: Agenda Report

11. Public Works Department Monthly Report
Attachments: Agenda Report
Project Status Report.docx

ITEMS FOR FUTURE CITY COUNCIL AGENDAS
Any Council Member, including the Mayor, may request an item be placed on a future agenda. Any such request will be discussed under this section. In making the request, a Council Member may briefly describe the topic of the proposed agenda item and any timing associated with the placement of the item on the agenda. This description shall not exceed 3 minutes. No substantive discussion on the subject of the motion may occur. Items may only be placed on the agenda by Council Members pursuant to policy or by the City Manager based on administrative or operational needs of the City. Public comments on the placement of these agenda items shall be limited to a maximum of 30 minutes. Individual comments shall not exceed 3 minutes. All public participation is governed by the Council Policy regarding Public Participation at Meetings and Agenda Placements by Council Members adopted by Resolution No. 2021-54.

CITY MANAGER REPORT

CITY ATTORNEY REPORT

ADJOURNMENT
The next regular meeting of the City Council will be held on Tuesday, February 13, 2024, at 5:00 p.m., for a Closed Session, with regular session commencing at 6:00 p.m., at the Council Chambers located at 41000 Main Street, Temecula, California.

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City Council
Agenda January 23, 2024

NOTICE TO THE PUBLIC
The full agenda packet (including staff reports, public closed session information, and any supplemental material available after the original posting of the agenda), distributed to a majority of the City Council regarding any item on the agenda, will be available for public viewing in the main reception area of the Temecula Civic Center during normal business hours at least 72 hours prior to the meeting. The material will also be available on the City's website at TemeculaCa.gov. and available for review at the respective meeting. If you have questions regarding any item on the agenda, please contact the City Clerk's Department at (951) 694-6444.

Page 8 ends

Item No. 1

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Randi Johl, Director of Legislative Affairs/City Clerk DATE: January 23, 2024
SUBJECT: Waive Reading of Title and Text of All Ordinances and Resolutions Included in the Agenda
PREPARED BY: Randi Johl, Director of Legislative Affairs/City Clerk RECOMMENDATION: That the City Council waive the reading of the title and text of all ordinances and resolutions included in the agenda.

BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. In accordance with Government Code Section 34934, the title of each ordinance is included on the published agenda and a copy of the full ordinance has been available to the public online on the City's website and will be available in print at the meeting prior to the introduction or passage of the ordinance. Unless otherwise required, the full reading of the title and text of all ordinances and resolutions is waived.

FISCAL IMPACT: None
ATTACHMENTS: None

Item No. 2

ACTION MINUTES

TEMECULA CITY COUNCIL

REGULAR MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 9, 2024 - 6:00 PM
CALL TO ORDER at 6:00 PM: Mayor James Stewart
INVOCATION: Sylvester Scott of Baha'is of Temecula
FLAG SALUTE: Mayor James Stewart
ROLL CALL: Alexander, Kalfus, Schwank, Stewart

PRESENTATIONS
Presentation to Incoming/Outgoing Mayor and Temecula Community Services District President Presentation of Years of Service Pins to Commissioners Gary Oddi (5), Adam Ruiz (5), James Richardson (10), Gary Watts (15)
Presentation of Certificate of Remembrance to Family of Lynn Fanene, Former Community Services Officer for the City of Temecula
Presentation by Anne Mayer, Executive Director for the Riverside County Transportation Commission, Regarding the Smart Freeways Project

BOARD / COMMISSION REPORTS
Community Services Commission

PUBLIC SAFETY REPORT
County of Riverside, Riverside County Sheriffs Department

PUBLIC COMMENTS - NON -AGENDA ITEMS
The following individual(s) addressed the City Council:
• Daniel Molina
• Jeanette Marie Bassi
• Derek Davis
• Melissa Bourbonnais
• Yolanda
• Laurel LaMont
• Denyse Wilson
• Daryl Terrell
• Payem Daneshvar
• Cory M. Robinson Sr.
• Scott Duncan
• Jessica Christopher

PUBLIC COMMENTS - AGENDA ITEMS
The following individual(s) addressed the City Council:
• Melanie Nieman (Item #22)
• Melissa Bourbonnais (Item #22)
• Laurel LaMont (Item #22)
• Lori Trask (Item #22)
• Tiffany Richter (Item #22)

CITY COUNCIL REPORTS

CONSENT CALENDAR
• Derek Osborne (Item #22)
• Larry Slusser (Item #22)
• Jessica Christopher (Item #22)
• Connor Rathlan (Item #22)
• Lynn Pennock (Item #22)
Unless otherwise indicated below, the following pertains to all items on the Consent Calendar.

Approved the Staff Recommendation (4-0): Motion by Schwank, Second by Alexander. The vote reflected unanimous approval.

2. Approve Action Minutes of December 12, 2023
Recommendation: That the City Council approve the action minutes of December 12, 2023.

3. Approve List of Demands
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2024-01

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS

SET FORTH IN EXHIBIT A

4. Adopt Ordinance No. 2023-14 Amending Title 16 and 17 of the Temecula Municipal Code to Implement the Requirements of Senate Bill 9 (Second Reading) Recommendation: That the City Council adopt an ordinance entitled:

ORDINANCE NO.2023-14

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AMENDING TITLES 16 AND 17 OF THE TEMECULA

MUNICIPAL CODE TO IMPLEMENT THE REQUIREMENTS OF
SENATE BILL 9 ("SB 9") (2021) AND MAKE A FINDING THAT

THE PROJECT IS EXEMPT FROM CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO
FA

5. C

7. 8.

9. GOVERNMENT CODE SECTIONS 65852.21(J) AND 66411.7(N), AND CEQA GUIDELINES SECTIONS 15303 AND 15061(B)(3)
Receive and File Citywide Year -End Report Highlighting 2023 Accomplishments Recommendation:

That the City Council receive and file the citywide year-end report highlighting 2023 accomplishments.

Approved the Staff Recommendation (4-0): Motion by Schwank, Second by Kalfus. The vote reflected unanimous approval.

Approve Annual City Council Protocol Manual for the 2024 Calendar Year Recommendation:

That the City Council adopt a resolution entitled:

RESOLUTION NO. 2024-02

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ADOPTING THE CITY COUNCIL PROTOCOL

MANUAL RELATED TO POLICIES GOVERNING THE

OPERATIONS OF THE CITY COUNCIL
Approve Annual Boards, Committees and Commissions Handbook for the 2024 Calendar Year Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2024-03

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING THE BOARDS, COMMITTEES AND

COMMISSIONS HANDBOOK
Approve Annual Proclamation List for the 2024 Calendar Year Recommendation: That the City Council approve the annual proclamation list for the 2024 calendar year.

Approve Annual Legislative Platform for the 2024 Calendar Year Recommendation:

That the City Council approve the annual legislative platform for the 2024 calendar year.

10. Approve Annual Citywide Records Retention Schedule and Records Destruction for the 2024 Calendar Year
Recommendation: That the City Council adopt a resolution entitled:

RESOLUTION NO. 2024-04
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING REVISIONS TO THE ESTABLISHED

CITYWIDE RECORDS RETENTION SCHEDULE, THEREBY

AMENDING AND RESTATING THE RECORDS RETENTION

POLICY, AND APPROVING THE DESTRUCTION OF CERTAIN

RECORDS

11. Approve Resolution Designating Certain City Officials to Execute Applications and Documents for Grant Funding through the Department of Homeland Security, State of California and Riverside County
Recommendation: That the City Council adopt this resolution entitled:

RESOLUTION NO. 2023-05

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA, CALIFORNIA, DESIGNATING AND AUTHORIZING

CERTAIN CITY OFFICIALS TO EXECUTE APPLICATIONS AND

DOCUMENTS FOR THE PURPOSES OF OBTAINING FEDERAL

FINANCIAL ASSISTANCE PROVIDED BY THE FEDERAL

DEPARTMENT OF HOMELAND SECURITY AND SUB -GRANTED

THROUGH THE STATE OF CALIFORNIA AND THE COUNTY OF

RIVERSIDE

12. Approve Consultant Agreement with STC Traffic, Inc. for the Safety Lights and Signal Communications Upgrade - Citywide, PW23-13
Recommendation: That the City Council:

1. Approve a consultant agreement with STC Traffic, Inc., in the amount of $317,730, for the Safety Lights and Signal Communications Upgrade - Citywide, PW23-13; and

2. Authorize the City Manager to approve extra work authorizations not to exceed the contingency amount of $31,773, which is equal to 10% of the agreement amount.

13. Approve Consultant Agreement with International Cybernetics Company, LP dba IMS Infrastructure Management Services, for the Pavement Management Program Update, PW23-09
Recommendation: That the City Council:

1. Approve the Agreement for consultant services with International Cybernetics Company, LP dba IMS Infrastructure Management Services, in the amount of $99,980, for the Pavement Management Program Update, PW23-09; and

2. Authorize the City Manager to approve extra work authorizations not 4 14.

15. 16.

17. to exceed the contingency amount of $9,998, which is equal to 10% of the agreement amount.

Approve First Amendment to UtilityAgreement with Southern California Edison Company for the I-15/French Valley Parkway Improvements - Phase II Project, PW16-01 Recommendation: That the City Council approve the first amendment to the utility agreement with Southern California Edison Company to amend the total estimated cost to $1,714,000 for relocation of utilities necessary for the I-15/French Valley Parkway Improvements - Phase II Project, PW16-01.

Approve First Amendment to Consultant Agreement with T.Y. Lin International for the I-I5/French Valley Parkway Improvements - Phase II, PW16-01 Recommendation: That the City Council approve the first amendment to the agreement for consultant services with T.Y. Lin International in an amount not to exceed $150,000, to provide continued construction support during construction of the I-15/French Valley Parkway Improvements - Phase II, PW 16-01.

Approve Third Amendment to Consultant Agreement with EXP U.S. Services Inc. for the Santa Gertrudis Creek Trail Phase II - Margarita Under -Crossing, PW19-04 Recommendation: That the City Council approve the third amendment to the agreement for consultant services with EXP U.S. Services Inc. for the Santa Gertrudis Creek Trail Phase II - Margarita Under -Crossing, PW 19-04, increasing the agreement amount by $156,809.57.

Approve Increase to the Construction Contingency Authorization for the Citywide Concrete Repairs, PW23-17
Recommendation: That the City Council:

Approve an increase to the construction contingency for the Citywide Concrete Repair Project, PW23-17 by $100,000; and

2. Increase the City Manager's construction contract change orders approval authority by $100,000.

18. Approve Plans and Specifications and Authorize Solicitation of Construction Bids for the I-15/SR-79S Interchange Enhanced Landscaping Project, PW17-19 Recommendation: That the City Council approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the I-15/SR-79S Interchange Enhanced Landscaping Project, PW17-19.

RECESS:

At 7:39 PM, the City Council recessed and convened as the Temecula Community Services District Meeting, Successor Agency to the Temecula Redevelopment Agency Meeting, and Temecula Public Financing Authority Meeting. At 7:42 PM the City Council resumed with the remainder of the City Council Agenda.

RECONVENE TEMECULA CITY COUNCIL

BUSINESS

22. Consider Appointment of Person or Election to Fill Vacancy in Council District 1 Pursuant to Government Code Section 36512
Recommendation:

That the City Council consider the vacancy in District 1 resulting from the resignation of Curtis Brown and take one of the following actions to address the vacancy pursuant to Government Code Section 36512:

1. Appoint a person to serve as the Council Member for District 1 through the certification of the November 2024 general municipal election, when the person elected will serve the last two years of the District 1 term.

2. Direct staff to initiate an application process, after which Council will appoint a person to serve as the Council Member for District 1 through the certification of the November 2024 general municipal election, when the person elected will serve the last two years of the District 1 term.

3. Take no action to appoint a person to serve as the Council Member for District 1, operate as a four -person City Council through the certification of the November 2024 general municipal election, when the person elected will serve the last two years of the District 1 term.

Motion for option number 3, take no action (3-1): Motion by Schwank, Second by Alexander.

The vote reflected unanimous approval with Kalfus opposing.

23. Consider Appointments to City Council Committees for Calendar Year 2024 Recommendation: That the City Council appoint members to serve on committees for calendar year 2024 and approve related City Council Committee Appointments List.

Motion to make appointments as discussed (4-0): Motion by Alexander, Second by Kalfus. The vote reflected unanimous approval.

DEPARTMENTAL REPORTS (RECEIVE AND FILE)

24. Police Department Monthly Report

ITEMS FOR FUTURE CITY COUNCIL AGENDAS

CITY MANAGER REPORT

CITY ATTORNEY REPORT

ADJOURNMENT
At 8:40 PM, the City Council meeting was formally adjourned to Tuesday, January 23, 2024, at 5:00 PM for Closed Session, with regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

James Stewart, Mayor
ATTEST:

Randi Johl, City Clerk
[SEAL]

Item No. 3

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Jennifer Hennessy, Director of Finance
DATE: January 23, 2024
SUBJECT: Approve List of Demands
PREPARED BY: Tricia Hawk, Finance Manager
RECOMMENDATION: That the City Council adopt a resolution entitled:

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS

AS SET FORTH IN EXHIBIT A
BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting.

FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures.

ATTACHMENTS: 1. Resolution

2. List of Demands

RESOLUTION NO.2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA ALLOWING CERTAIN CLAIMS AND

DEMANDS AS SET FORTH IN EXHIBIT A

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

Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $9,312,687.56.

Section 2. The City Clerk shall certify the adoption of this resolution.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 23rd day of January, 2024.

James Stewart, 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. 2024- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 23rd day of January, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Randi Johl, City Clerk

CITY OF TEMECULA

LIST OF DEMANDS
12/26/2023 - 1/5/2024 TOTAL CHECK RUN:
1/4/2024 TOTAL PAYROLL RUN:
8,519,061.08
793,626.48
TOTAL LIST OF DEMANDS FOR 1/23/2024 COUNCIL MEETING: $ 9,312,687.56

Check #
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
301195
01/04/2024
1236

ALL AMERICAN ASPHALT
1167405

ASPHALT SUPPLIES, PW STREET MAINTENANCE
$535.09
301195
01/04/2024
1236

ALL AMERICAN ASPHALT
1168035

ASPHALT SUPPLIES, PW STREET MAINTENANCE
$676.50
301195
01/04/2024
1236

ALL AMERICAN ASPHALT
1168034

ASPHALT SUPPLIES, PW STREET MAINTENANCE
$50.00
601209
01/04/2024
1397

ALLIE'S PARTY EQUIPMENT RENTAL INC
1-112563.1.5
CHRISTMAS DINNER SUPPLIES: HUMAN SERVICES: TCSD
$416.00
601209
01/04/2024
1397

ALLIE'S PARTY EQUIPMENT RENTAL INC
1-110638.1.12

RENTAL EQUIPMENT FOR COLLEGE FAIR
$404.07
601167
12/28/2023
1418
AMAZON.COM, INC
IKRH-MG9L-LDTY
MISC SUPPLIES: FINANCE
$190.97
601167
12/28/2023
1418
AMAZON.COM, INC
1HXT-7Y7X-9NN3
MISC SUPPLIES: SPORTS: TCSD
$3,262.00
601167
12/28/2023
1418
AMAZON.COM, INC
176F-IC67-Y793
MISC SUPPLIES: SPORTS: TCSD
$3,705.90
601167
12/28/2023
1418
AMAZON.COM, INC
1DQW-XLIP-4KD3
MISC SUPPLIES: INFO TECH
$59.64
601167
12/28/2023
1418
AMAZON.COM, INC
IYJ6-VQ3Y-FR9Q
MISC SUPPLIES: TVM
$80.34
601210
01/04/2024
1418
AMAZON.COM, INC
141W-QJGP-K9VV
MISC SUPPLIES:TVM
$77.49
601210
01/04/2024
1418
AMAZON.COM, INC
IPDM-GICG-77TH
MISC SUPPLIES: HOMELESS OUTREACH: TCSD
$29.35
601210
01/04/2024
1418
AMAZON.COM, INC
1P7N-MYXR-69WF
SUPPLIES/EQUIPMENT: POLICE
$40.41
601210
01/04/2024
1418
AMAZON.COM, INC
19JF-4HLQ-F7RR
MISC SUPPLIES: SPORTS: TCSD
($326.20)
601210
01/04/2024
1418
AMAZON.COM, INC
1L6R-MHV4-FJMQ
SUPPLIES: MPSC & MRC
$284.39
601210
01/04/2024
1418
AMAZON.COM, INC
136J-N776-H9YF
MISC SUPPLIES: WORKFORCE DEV
$185.02
601210
01/04/2024
1418
AMAZON.COM, INC
131K-C6MH-QNL4
MISC SUPPLIES: CRC
$30.40
601210
01/04/2024
1418
AMAZON.COM, INC
IYV9-WYQP-99GW
MISC BOOKS: RHRTPL: TCSD
$498.85
601210
01/04/2024
1418
AMAZON.COM, INC
1H3P-11QW-KC6V D
DUPLICATE PAYMENT MISC BOOKS: RHRTPL: TCSD
($744.88)
601168
12/28/2023
1277

AMERICAN BATTERY CORPORATION
T 100048
BATTERIES: PW FACILITY MAINT
$485.77
601211
01/04/2024
1261

AMERICAN FORENSIC NURSES
78394
DRUG ALCOHOL ANALYSIS: PD
$129.72
601211
01/04/2024
1261

AMERICAN FORENSIC NURSES
78393
DRUG ALCOHOL ANALYSIS: PD
$1,303.24
601169
12/28/2023
2485

AMERICAN HEART ASSOCIATION INC
SCPR148899
CPR PROGRAM SUPPLIES: MEDIC
$3,332.00
601212
01/04/2024
1080

AMERICAN RED CROSS
22647414
STAFF CERTIFICATIONS: AQUATICS: TCSD
$792.00
601170
12/28/2023
1805

AQUA CHILL OF SAN DIEGO
20075389
DRINKING WATER SYSTEM MAINT: INFO TECH
$28.55
601170
12/28/2023
1805

AQUA CHILL OF SAN DIEGO
20075395
OCT DRINKING WTR SYS MAINT: SPORTS PARK
$69.60
601170
12/28/2023
1805

AQUA CHILL OF SAN DIEGO
20075386
DRINKING WTR SYS MAINT: HARVESTON PARK
$28.56
601213
01/04/2024
2917

ARJONA GLORIA
Sttlmnt: 12/15/23
STTLMNT: BRAZILIAN & LATIN JAll 12/15/23
$473.75
601214
01/04/2024
1980

B G P RECREATION INC
4075.101

TCSD INSTRUCTOR EARNINGS
$273.00
301196
01/04/2024
2135
EE#455
Reimb: 11/28/23
REIMB: UNIFORMS
$147.06
301181
12/28/2023
3478
EE #537
Cmptr Loan
COMPUTER LOAN PRGM: PW
$1,367.35
301198
01/04/2024
1264

BIO TOX LABORATORIES
45270
PHLEBOTOMY SERVICES: PD
$3,087.16
301198
01/04/2024
1264

BIO TOX LABORATORIES
45271
PHLEBOTOMY SERVICES: PD
$2,884.13
301198
01/04/2024
1264

BID TOX LABORATORIES
45331
PHLEBOTOMY SERVICES: PD
$682.30
601171
12/28/2023
1101

BLUETRITON BRANDS INC
13K0028662112
WATER DELIVERY SVCS: PW
$83.94
601171
12/28/2023
1101

BLUETRITON BRANDS INC
13L0028910578
WATER DELIVERY SVCS: FOC
$230.88
601215
01/04/2024
2047

BOB CALLAHANS POOL SERVICE
0182

DEC POOL AND FOUNTAIN MAINTENANCE
$1,200.00
301182
12/28/2023
1631

BONCOR WATER SYSTEMS LLC
789589 12/06/23
WATER FILTER REPLACEMENT: STATION 73
$330.00
601216
01/04/2024
2415

BRAUN PETER
4031
PLANT MAINTENANCE: FACILITIES: PW
$500.00
601217
01/04/2024
2541

BRIGHTON HILL ACADEMY SPORTS AND LEARNING
CENTER 2600.203

TCSD INSTRUCTOR EARNINGS
$105.00
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037983477
BOOK COLLECTIONS: RHRTPL TCSD
$666.08
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037983476
BOOK COLLECTIONS: RHRTPL TCSD
$20.11
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037981999
BOOK COLLECTIONS: RHRTPL TCSD
$101.03
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037938991
BOOK COLLECTIONS: RHRTPL TCSD
$45.89
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037981998
BOOK COLLECTIONS: RHRTPL TCSD
$44.78
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037960977
BOOK COLLECTIONS: RHRTPL TCSD
$22.41
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037960978
BOOK COLLECTIONS: RHRTPL TCSD
$334.66
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037938992
BOOK COLLECTIONS: RHRTPL TCSD
$102.45
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037938993
BOOK COLLECTIONS: RHRTPL TCSD
$351.96
301197
01/04/2024
1669

BTAC UNITED ACQUISITION HOLDING COMPANY
2037975641
BOOK COLLECTIONS: RHRTPL TCSD
$255.21
601218
01/04/2024
2399

BUCHER BRET PHILLIP
3500.206-3511.206

TCSD INSTRUCTOR EARNINGS
$2,435.30
301199
01/04/2024
1190

CAL MAT
73877186
ASPHALT SUPPLIES: STREET MAINT: PW
$252.52
301199
01/04/2024
1190

CAL MAT
73877185
ASPHALT SUPPLIES: STREET MAINT: PW
$204.13
301199
01/04/2024
1190

CAL MAT
73861458
ASPHALT SUPPLIES: PW STREET MAINT
$206.08
301199
01/04/2024
1190

CAL MAT
73861459
ASPHALT SUPPLIES: PW STREET MAINT
$427.64
301199
01/04/2024
1190

CAL MAT
73871034
ASPHALT SUPPLIES: PW STREET MAINT
$304.66
301201
01/04/2024
1612

CALIF DEPTOF INDUSTRIAL RELATIONS
OSIP 71304
GENERAL:OSIP REPORT:RM
$4,923.13
301202
01/04/2024
2295

CANTRELLTINAJ
4200.101

TCSD INSTRUCTOR EARNINGS
$210.00
301203
01/04/2024
2063

CASC ENGINEERING AND, CONSULTING INC
0050153
ENGINEERING SVCS: PW- CIP, PW15-07, ON -CALL
$900.00
301203
01/04/2024
2063

CASC ENGINEERING AND, CONSULTING INC
0050162
ENGINEERING SERVICES: PW LD & TRAFFIC
$370.00
301203
01/04/2024
2063

CASC ENGINEERING AND, CONSULTING INC
0050263

NPDES COMMERCIAL AND INDUSTRIAL
$1,242.50
301203
01/04/2024
2063

CASC ENGINEERING AND, CONSULTING INC
0050151
ENGINEERING SVCS: NPDES CATCH BASIN DEVICE
$427.00
601172
12/28/2023
1280

COW LLC
NN88653
COMPUTERS FOR MRC: CIP PW 17-21
$5,581.27
601172
12/28/2023
1280

COW LLC
NN71852
MISC SMALL TOOLS& EQUIP: INFO TECH
$92.71
601172
12/28/2023
1280

COW LLC
NNS6436
KEYBOARD & MOUSE REPLACEMENT: INFO TECH
$892.02
601172
12/28/2023
1280

COW LLC
NN17743
MISC SMALL TOOLS& EQUIP: INFO TECH
$1,591.94
601172
12/28/2023
1280

COW LLC
NM85672
GENARCOS STORAGE EXPANSION: IT
$1,342.15
601172
12/28/2023
1280

COW LLC
NN31759
MISC SMALL TOOLS& EQUIP: INFO TECH
$318.78
601172
12/28/2023
1280

COW LLC
NM07651
GENARCOS STORAGE EXPANSION: IT
$335.54
601172
12/28/2023
1280

COW LLC
NM09254
MISCSMALLTOOLS & EQUIP:IT
$189.44
601172
12/28/2023
1280

COW LLC
NK39868
MISCSMALLTOOLS & EQUIP:IT
$1,146.02
301183
12/28/2023
1528

CERTIFION CORP
1123EP31197
SOFTWARE SUBSCRIPTION: PD
$200.00
301204
01/04/2024
1222

CHAPARRAL HIGH SCHOOL
12/14/23
TRANSPORTATION:SANTA PARADE
$200.00
601173
12/28/2023
3278

COAST BIOMEDICAL EQUIPMENT LLC
0022335-IN
EQUIPMENT REPAIR: STAIRCHAIRS: EM
$645.74
601219
01/04/2024
3043

COMMERCIAL CLEANING BY ROGERS
10829
JANITORIAL SERVICES: OTSF AND MALL
$814.77
601174
12/28/2023
1276

COMMUNITY WORKS DESIGN GROUP LLC
15319

RONALD REAGAN SPORTS PARK SKATE PARK
$5,558.74
601175
12/28/2023
1046

COMPUTER ALERT SYSTEMS INC
119545
ALARM MONITORING: PD
$225.00
601175
12/28/2023
1046

COMPUTER ALERT SYSTEMS INC
119505
FIRE ALARM MONITORING: STA 73 AND STA 95
$390.00
601175
12/28/2023
1046

COMPUTER ALERT SYSTEMS INC
119635
FIRE ALARM MONITORING: FACILITIES
$6,000.00
301205
01/04/2024
1172

CONSOLIDATED ELECTRICAL DIST
8750-1037463
ELECTRICAL SUPPLIES: PENNY PICKLE
$39.74
301205
01/04/2024
1172

CONSOLIDATED ELECTRICAL DIST
8750-1037629
ELECTRICAL SUPPLIES:TVE2
$26.92

Check»
Check Date
Vendor»
Vendor
Invoice a
Description
Invoice Net
301205
01/04/2024
1172

CONSOLIDATED ELECTRICAL DIST
8750-1037091
ELECTRICAL SUPPLIES: FACILITIES
$21.04
301205
01/04/2024
1172

CONSOLIDATED ELECTRICAL DIST
8750-1036957
ELECTRICAL SUPPLIES: JRC: FACILITIES
$80.48
301184
12/28/2023
1666

CORELOGIC INC
82194212
NOV SOFTWARE SUBSCRIPTION: CODE ENFORCEMENT
$378.00
601220
01/04/2024
1771

COSSOU, CELINE
1620.101

TCSD INSTRUCTOR EARNINGS
$392.00
301206
01/04/2024
1098
COSTCO TEMECULA 491
12/20/23
MISC. SUPPLIES: SPECIAL EVENTS: TCSD
$261.39
601221
01/04/2024
2004

COX KRISTI
4100.101-4150.101

TCSD INSTRUCTOR EARNINGS
$1,008.00
601221
01/04/2024
2004

COX KRISTI
4210.101

TCSD INSTRUCTOR EARNINGS
$225.00
301220
01/04/2024
100

CRP AHV PRADO OWNER LLC
TRC-124591-08-11-2
LD22-2236 REFUNDABLE ENGINEERING DEPOSIT -A
$26,735.00
301221
01/04/2024
100

CRP AHV PRADO OWNER LLC
TRC-124592-08-11-2
LD22-2236 REFUNDABLE ENGINEERING DEPOSIT-B
$7,035.00
301200
01/04/2024
3407

DEPT OF THE CA HIGHWAY PATROL
0000001551720
1-15/ FRENCH VALLEY PARKWAY IMPROVEMENTS
$30,549.89
601222
01/04/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
0005108439
FENCE RENTAL: JRC: PW
$95.00
601222
01/04/2024
1235

DIAMOND ENVIRONMENTAL SRVCS
500334
FENCE RENTAL: JRC: PW
($50.00)
301207
01/04/2024
1803
DOROTHY MCELHINNEY MIDDLE SCHOOL MARCHING BAN[12/14/23
TRANSPORATION:SANTA PARADE
$200.00
601176
12/28/2023
1254

DOWNS ENERGY FUEL
CL16716
FUEL FOR CITY VEHICLES: EMERGENCY
$98.68
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20924
FUEL FOR CITY VEHICLES: TCSD
$379.58
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20903
FUEL FOR CITY VEHICLES: PARK MAINT: PW
$1,990.06
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20905
FUEL FOR CITY VEHICLES: POLICE
$65.81
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20909
FUEL FOR CITY VEHICLES: STREET MAINT: PW
$1,737.25
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20246
FUEL FOR CITY VEHICLES: FIRE DEPT
$345.44
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20923
FUEL FOR CITY VEHICLES: TRAFFIC: PW
$367.67
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20904
FUEL FOR CITY VEHICLES: LAND DEV: PW
$151.31
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL20908
FUEL FOR CITY VEHICLES: CIP: PW
$216.52
601223
01/04/2024
1254

DOWNS ENERGY FUEL
CL18134
FUEL FOR CITY VEHICLES: LAND DEV: PW
$66.14
601177
12/28/2023
1678
DUDEK
202309387
CONSTRUCTION MGT SVCS: PW-CIP, PW20-13, ON -CALL
$14,580.00
601178
12/28/2023
2258

ECONOMIC ALTERNATIVES INC
105069

WATER SYSTEMS MONITORING FOR HVAC EQUIPMENT
$619.55
601179
12/28/2023
2385

EIDE BAILLY LLP
E101597156
AUDIT SERVICES: FINANCE
$2,800.00
601179
12/28/2023
2385

EIDE BAILLYLLP
E101597592

AUDITSERVICES
$10,000.00
601224
01/04/2024
3265

EMPIRE ECONOMICS
12/20/23
PRICE POINT STUDY SVCS- CFD 23-02 (PRADO)
$8,250.00
301208
01/04/2024
2116

FALCON ENGINEERING SERVICES
2023-8
1-15/FRENCH VALLEY PARKWAY IMP
$368,292.27
301185
12/28/2023
1005

FEDERAL EXPRESS INC
8-342-04544
EXPRESS MAILING SVCS: INFO TECH
$9.13
601180
12/28/2023
1219

FINE ARTS NETWORK
Sttlmnt: 12/2-12/9
STTLMNT: MEAN GIRLS HIGH SCHOOL EDITION
$6,626.43
601225
01/04/2024
1219

FINE ARTS NETWORK
Nutcracker Ballet
STTLMNT: THE NUTCRACKER BALLET 12/15-12/23
$71,252.16
601226
01/04/2024
1871

FLATIRON WEST INC
7 Revised
1-15/ FRENCH VALLEY PARKWAY IM
$4,136,024.42
601227
01/04/2024
3359

FOLLANSBEE TROI
12/16/23

CREATION/INSTALLATION OF MOSAI
$6,000.00
601181
12/28/2023
2643

FORENSIC NURSING OF SOCAL INC
2446
SART EXAMS: POLICE
$1,200.00
301186
12/28/2023
2722

GEOTAB USA INC
IN365285
VEHICLE TELEMATICS:CITY FLEET: IT
$1,678.75
301209
01/04/2024
1007

GOVERNMENT FINANCE OFFICERS ASSOCIATION, GFOA
0252440
MEMBERSHIP DUES: FINANCE
$150.00
601251
01/04/2024
1383

HANCOCK LORENA
3700.101-3710.101

TCSD INSTRUCTOR EARNINGS
$756.00
301187
12/28/2023
1009

HANKS HARDWARE INC
2634/Nov
SMALL TOOLS & EQUIP: FIRE
$337.85
301210
01/04/2024
1009

HANKS HARDWARE INC
2649/Nov
HARDWARE SUPPLIES: PARKS
$1,647.84
301210
01/04/2024
1009

HANKS HARDWARE INC
2644/Nov
SMALL TOOLS/EQUIP FACILITIES MAINT: CIVIC CTR
$1,751.12
301210
01/04/2024
1009

HANKS HARDWARE INC
2646/Nov
SMALL TOOLS/EQUIP: CRC
$875.86
601228
01/04/2024
1382

HAZ MAT TRANS INC
HMT2311140
HAZARDOUS WASTE DISPOSAL: STREET MAINT: PW
$4,775.20
301211
01/04/2024
3494
EE N480
Reimb: Supplies
REIMB: SUPPLIES: TEAM BLDG: FINANCE
$170.00
301212
01/04/2024
3499

HEPHNERJOSHUA
Reimb:12/10-12/14
REIMB: ICI MGMT &SUPERVISION CLASS
$189.74
601229
01/04/2024
2235

HICKS AND HARTWICK INC
8279
ENG PLAN CHECK SRVCS:PW - LAND DEV
$1,666.00
601229
01/04/2024
2235

HICKS AND HARTWICK INC
8280
ENG PLAN CHECK SRVCS:PW - LAND DEV
$1,225.00
601230
01/04/2024
2547

HINER DOUGLAS
2023-December
UMPIRE OFFICIATING SVCS: CITY ADULT SOFTBALL
$1,764.00
301213
01/04/2024
1192

HOME DEPOT
9020530
MISC SUPPLIES: PARKS MAINT: PW
$17.73
601182
12/28/2023
2233

HOWELL, ANN MARIE
COT _CDD_1123
TIMELINE IMAGES CONVERSION: PLANNING
$127.50
301214
01/04/2024
3035

INTERFLEX PAYMENT LLC
INV672667
FSA/COBRA:HR
$450.50
601183
12/28/2023
2257

JEFF KATZ ARCHITECTURAL CORP
22016

COMMUNITY RECREATION CENTER SP
$4,507.50
301188
12/28/2023
3409

JOURNAL OF EMERGENCY MANAGEMENT
EM3390
SUBSCRIPTION: EMERGENCY MANAGEMENT: EM
$560.00
601184
12/28/2023
2475

JP HANDMADE CORP
68424
BUSINESS CARDS: PW - LAND DEV
$154.26
301189
12/28/2023
2177

LANDSCAPE STRUCTURES INC
INV-137823A

PLAYGROUND EQUIP ENHANCEMENT -LONG CANYON PRK
$209,311.68
301215
01/04/2024
3198

LOOMIS ARMORED US LLC
13379517
ARMORED CAR SVCS: FINANCE
$1,133.55
301216
01/04/2024
3471

MALDONADOJESSE
Reimb: Training Conl
REIMB: ANNUAL TRAINING INSTITUTE
$468.64
601185
12/28/2023
2619

MARIPOSA TREE MANAGEMENT INC
3229

ANNUAL RIGHT OF WAY TREE TRIMMING, REMOVALS & PLAP
$679.42
601185
12/28/2023
2619

MARIPOSA TREE MANAGEMENT INC
3230

ANNUAL TREE TRIMMING,REMOVALS & PLANTING AT PARKS
$456.21
601186
12/28/2023
2376

MARK THOMAS AND COMPANY INC
49199

CHERRY STREET EXTENSION & MURRIETA
$14,435.25
601231
01/04/2024
2376

MARK THOMAS AND COMPANY INC
49268
1-15 CONGENSTION RELIEF
$271.00
601231
01/04/2024
2376

MARK THOMAS AND COMPANY INC
49468

CHERRY STREET EXTENSION & MURRIETA
$645.00
601187
12/28/2023
2057

MDG ASSOCIATES INC
18007
OCT ADA LABOR COMPLIANCE: MPSC
$693.14
601232
01/04/2024
2057

MDG ASSOCIATES INC
18085

MARY PHILLIPS SENIOR CENTER OUTDOOR AREA
$928.75
301217
01/04/2024
1777

MIDWEST TAPE LLC
504676689
BOOKS ON TAPE: LIBRARY
$28.57
601188
12/28/2023
1327

MIKES PRECISION WELDING INC
407832
TRASH ENCLOSURE SCREENS: MRC: PW
$7,750.00
601233
01/04/2024
1681

MIRANDA JULIO C
3600.101-3630.101

TCSD INSTRUCTOR EARNINGS
$1,264.20
601189
12/28/2023
1241

MISSION ELECTRIC SUPPLY INC
519060-00
ELECTRICAL SUPPLIES: FIRE STATIONS
$24.65
601234
01/04/2024
1241

MISSION ELECTRIC SUPPLY INC
516695-02
ELECTRICAL SUPPLIES:TPL
$774.82
601234
01/04/2024
1241

MISSION ELECTRIC SUPPLY INC
518933-00
ELECTRICAL SUPPLIES: MRC
$16.07
601234
01/04/2024
1241

MISSION ELECTRIC SUPPLY INC
518953-00
ELECTRICAL SUPPLIES: PENNY PICKLE
$31.46
601190
12/28/2023
1240

MORAMARCO ANTHONYJ
12/13/2023
ART EVENTS & MURALS: TCSD
$400.00
601190
12/28/2023
1240

MORAMARCO ANTHONYJ
12/10/2023
ART EVENTS & MURALS: TCSD
$400.00
601191
12/28/2023
1240

MORAMARCO ANTHONYJ
2047.101

TCSD INSTRUCTOR EARNINGS
$88.20
601235
01/04/2024
1240

MORAMARCO ANTHONYJ
12/12/23

ART EVENTS & MURALS
$1,500.00
301218
01/04/2024
1760

NEW TANGRAM LLC
676935
OFFICE FURNITURE FOR CIVIC CENTER: CODE ENF
$11,840.35
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76558

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$380.70
601193
12/28/2023
2578

NIEVES LANDSCAPE INC
76554

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$138.77
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76555

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$324.56
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76559

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$302.96
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76557

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$230.59

Check #
Check Date
Vendor #
Vendor
Invoice #
Description
Invoice Net
601193
12/28/2023
2578

NIEVES LANDSCAPE INC
76556

IRRIGATION REPAIRS AT VARIOUS LOCATIONS
$208.69
601194
12/28/2023
2578

NIEVES LANDSCAPE INC
76546
IRRIGATION REPAIRS: VARI SLOPES: PW
$228.34
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76547
IRRIGATION REPAIRS: VARI SLOPES: PW
$258.73
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76548
IRRIGATION REPAIRS: VARI SLOPES: PW
$452.29
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76549
IRRIGATION REPAIRS: VARI SLOPES: PW
$284.06
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76550
IRRIGATION REPAIRS: VARI SLOPES: PW
$309.64
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76551
IRRIGATION REPAIRS: VARI SLOPES: PW
$535.65
601192
12/28/2023
2578

NIEVES LANDSCAPE INC
76552
IRRIGATION REPAIRS: VARI SLOPES: PW
$307.32
601193
12/28/2023
2578

NIEVES LANDSCAPE INC
76553
IRRIGATION REPAIRS: VARI SLOPES: PW
$135.55
601236
01/04/2024
2578

NIEVES LANDSCAPE INC
76540

TRASH CLEANUP FOR SANTA'S ELECTRIC LIGHT PARADE
$6,268.24
601236
01/04/2024
2578

NIEVES LANDSCAPE INC
76473
LANDSCAPE SVCS:HARVESTON LAKE
$4,031.00
601236
01/04/2024
2578

NIEVES LANDSCAPE INC
76470
LANDSCAPE MAINTENANCE SVCS: FACILITIES
$11,245.00
301219
01/04/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
171341
VEHICLE REPAIR / MAINTENANCE: PD
$655.69
301219
01/04/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
170558
VEHICLE REPAIR / MAINTENANCE: PD
$358.74
301219
01/04/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
170040
VEHICLE REPAIR / MAINTENANCE: PD
$287.30
301219
01/04/2024
3040

OLD TOWN TEMECULA HARLEY DAVIDSON
171582
VEHICLE REPAIR / MAINTENANCE: PD
$352.73
601194
12/28/2023
2496

OLD TOWN TIRE AND SERVICE INC
73507

VEHICLE MAINTENANCE -PARKS&FACILITIES
$1,594.48
601194
12/28/2023
2496

OLD TOWN TIRE AND SERVICE INC
73510

VEHICLE MAINTENANCE - PARKS&FACILITIES
$1,489.08
601194
12/28/2023
2496

OLD TOWN TIRE AND SERVICE INC
73472

VEHICLE MAINTENANCE -STREET MAINTENANCE
$232.93
601237
01/04/2024
2496

OLD TOWN TIRE AND SERVICE INC
73406

VEHICLE MAINTENANCE -STREET MAINTENANCE
$67.16
601237
01/04/2024
2496

OLD TOWN TIRE AND SERVICE INC
73684
VEHICLE REPAIR / MAINTENANCE: PD
$57.46
301222
01/04/2024
3492

ORLEANS AIDA
63402799
REFUND: EXCURSION: MPSC
$40.00
601238
01/04/2024
1164

P V P COMMUNICATIONS INC
134010

MOTOR HELMET COMMUNICATION
$3,964.09
301223
01/04/2024
3476

PALADIN HOLDINGS TEMECULA LLC
12/11/23
REFUND: FEES B22-4482
$48,519.58
601195
12/28/2023
1589EE#363
12/11/23
REIMB: MISC SUPPLIES: PW
$120.16
601239
01/04/2024
2468

PLACEWORKS INC
82975
OLD TOWN PARKLETS PROGRAM: PLANNING
$15,060.11
601196
12/28/2023
3271

POWERSPORTS UNLIMITED INC
46844
VEHICLE REPAIR & MAINT:TEM SHERIFF
$1,285.96
601196
12/28/2023
3271

POWERSPORTS UNLIMITED INC
46877
VEHICLE REPAIR & MAINT: TEM SHERIFF
$1,394.93
601240
01/04/2024
1493

PREMIER MARKETING INC
3106
PERFORMANCE/EVENTS: TCSD
$4,500.00
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227223
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$14.32
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227225
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$19.88
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227224
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$31.45
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227213
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$9.89
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227206
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$24.52
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227212
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$12.74
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132226681
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$10.28
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227929
FLOOR MATS AND TOWEL RENTALS: FACILITIES
$10.28
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227928
UNIFORMS: STREET MAINTENANCE
$68.17
601197
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227926A
UNIFORMS: PARKS AND FACILITIES
$67.92
601198
12/28/2023
1336

PRUDENTIAL OVERALL SUPPLY
132227926B
UNIFORMS: STREET MAINTENANCE
$5.67
301224
01/04/2024
2727

QUADIENT FINANCE USA INC
PPLN0l 12/10/23
POSTAGE SERVICES: PD
$261.78
301190
12/28/2023
2124

QUICKSERIES PUBLISHING INC
108120
EMERGENCY PREPAREDNESS SUPPLIES: EM SPECIAL EVENTS
$3,227.57
301225
01/04/2024
1103

R C P BLOCK & BRICK INC
33016168
MISC MASONRY SUPPLIES: PARKS: PW
$130.72
301191
12/28/2023
2535

RANCHO RUNNERS INC
98495
EXP MAIL DLVY SVCS: FIRE
$45.00
601241
01/04/2024
1076

RANCHO TEMECULA CAR WASH
DEC'23
DEC CAR WASH SVCS: POLICE
$18.01
601242
01/04/2024
3349

RECREONICS INC
0013628143-001
6" ANTIWAVE LANE LINES: TCSD
$4,995.79
601199
12/28/2023
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172170-00
MISC HVAC SUPPLIES: TCC: TCSD
$9.83
601199
12/28/2023
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172162-00
ICE MACHINE MAINT: FIRE STATIONS
$26.84
601199
12/28/2023
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172161-00
ICE MACHINE MAINT: FIRE STATIONS
$40.37
601199
12/28/2023
2552

REFRIGERATION SUPPLIES, DISTRIBUTOR
60172050-00
ICE MACHINE MAINT: FIRE STATIONS
$49.65
601200
12/28/2023
2203

REMOTE SATELLITE SYSTEMS INTL
00125863

PHONE SERVICE FOR EOC
$505.05
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245439
NOV 2023 LEGAL SERVICES
$1,170.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245438
NOV 2023 LEGAL SERVICES
$1,395.50
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245437
NOV 2023 LEGAL SERVICES
$361.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245435
NOV 2023 LEGAL SERVICES
$17,105.88
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245442
NOV 2023 LEGAL SERVICES
$1,290.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245441
NOV 2023 LEGAL SERVICES
$3,540.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245453
NOV 2023 LEGAL SERVICES
$90.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245451
NOV 2023 LEGAL SERVICES
$390.00
601201
12/28/2023
1150

RICHARDS WATSON AND GERSHON
245466
NOV 2023 LEGAL SERVICES
$1,144.46
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245057
OCT 2023 LEGAL SERVICES
$3,555.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245440
NOV 2023 LEGAL SERVICES
$240.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245436
NOV 2023 LEGAL SERVICES
$987.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245434
NOV 2023 LEGAL SERVICES
$5,873.05
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245449
NOV 2023 LEGAL SERVICES
$420.00
601244
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245443
NOV 2023 LEGAL SERVICES
$64.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245444
NOV 2023 LEGAL SERVICES
$660.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245455
NOV 2023 LEGAL SERVICES
$243.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245458
NOV 2023 LEGAL SERVICES
$1,835.00
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245456
NOV 2023 LEGAL SERVICES
$9,092.90
601243
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245465
NOV 2023 LEGAL SERVICES
$1,322.50
601244
01/04/2024
1150

RICHARDS WATSON AND GERSHON
245448
NOV 2023 LEGAL SERVICES
$120.00
301226
01/04/2024
3479EE#650
12/04/23
REIMB:UNIFORMS
$155.39
301192
12/28/2023
2635

RIVERSIDE CO PUB SAFETY ENTERPRISE COMMUNICATION
PE0000001356B
EMERGENCY RADIO RENTALS: EOC
$102.62
301227
01/04/2024
2635

RIVERSIDE CO PUB SAFETY ENTERPRISE COMMUNICATION
PE0000001421
EMERGENCY RADIO RENTAL: PD
$1,395.67
301228
01/04/2024
1042

RIVERSIDE CO SHERIFFS DEPT
SH0000044675
SHERIFF PATROL SVCS: PD
$2,842,386.34
601202
12/28/2023
1353
EE#352
12/14/23
REIMB:UNIFORMS
$63.03
301229
01/04/2024
1025

SAN DIEGO UNION -TRIBUNE
10093646469A
2024 SUBSCR: PW 10093646469
$259.60
301229
01/04/2024
1025

SAN DIEGO UNION -TRIBUNE
10093646469E
2024 SUBSCR:PW 10093646469
$259.60
601245
01/04/2024
1552

SANBORN GWYNETH A CO TEMECULA MUSIC ACADEMY
PERF: 12/16/23
USER LICENSE AGREEMENT: COUNTRY LIVE! 12/16/23
$741.00
601203
12/28/2023
2008

SARNOWSKI SHAWNA PRESTON
012132023

MPSC/HUMAN SERVICES PHOTOGRAPHY
$275.00

Check»
Check Date
Vendor N
Vendor
Invoice #
Description
Invoice Net
601203
12/28/2023
2008

SARNOWSKI SHAWNA PRESTON
12062023
PHOTOGRAPHY SVCS: WORKFORCE PROGRAMS: TCSD
$375.00
601203
12/28/2023
2008

SARNOWSKI SHAWNA PRESTON
12162023
MISC. PHOTOGRAPHY SERVICES
$300.00
601246
01/04/2024
2008

SARNOWSKI SHAWNA PRESTON
12092023

MUSEUM/AGE PHOTOGRAPHY SVCS
$275.00
601246
01/04/2024
2008

SARNOWSKI SHAWNA PRESTON
13122023

MUSEUM/ACE PHOTOGRAPHY SVCS
$275.00
601246
01/04/2024
2008

SARNOWSKI SHAWNA PRESTON
012142023
PHOTOGRAPHY SVCS: TEAM PACE
$300.00
301230
01/04/2024
2360

SB&O INC
1123028
ENGINEERING & SURVEY SVCS: PW-CIP, PW22-15
$18,334.90
301231
01/04/2024
3177

SELECT ELECTRIC INC
3597-01

TRAFFIC SIGNAL -SYSTEM UPGRADE
$35,792.87
601204
12/28/2023
1509

SHERRY BERRY MUSIC
PERF: 12/07/23
TICKET SERVICES AGREEMENT: JAZZ@THE MERC 12/7/23
$685.00
601247
01/04/2024
1509

SHERRY BERRY MUSIC
PERF: 12/14/23
TICKET SERVICES AGREEMENT: JAll@THE MERC 12/14/23
$360.50
601247
01/04/2024
1509

SHERRY BERRY MUSIC
PERF: 12/21/23
TICKET SERVICES AGREEMENT: JAZZ@THE MERC 12/21/23
$740.00
301232
01/04/2024
1202

SHIVELA MIDDLE SCHOOL BAND
12/14/23

TRANSPORTATION STIPEND
$200.00
301233
01/04/2024
1870

SKYFIT TECH INC
2023000509-DEPOSI
FITNESS EQUIPMENT: FOC GYM
$2,037.20
601205
12/28/2023
1061

SMART & FINAL INC
12/18/23
MISC SUPPLIES: MRC, MPSC, AND SFSP: TCSD
$272.60
601248
01/04/2024
3170
SMER RESEARCH 1 LLC
50026
NOV SOLAR GENERATION: VARI LOCATIONS
$26,703.93
601206
12/28/2023
1055

SOUTH COUNTY PEST CONTROL INC
0290133
ROUTINE PEST CONTROL: FACILITIES: PW
$36.00
601206
12/28/2023
1055

SOUTH COUNTY PEST CONTROL INC
0289901
BEE REMOVAL SVCS: CRC: PW
$94.00
601206
12/28/2023
1055

SOUTH COUNTY PEST CONTROL INC
0289967
ROUTINE PEST CONTROL SERVICES: FIRE STATIONS
$48.00
601206
12/28/2023
1055

SOUTH COUNTY PEST CONTROL INC
0290147
ROUTINE PEST CONTROL: FACILITIES: PW
$90.00
301234
01/04/2024
3211

SPANISH BRASS
12/14/23
HOSPITALITY THEATER CONTRACTS: TCSD
$100.00
301235
01/04/2024
1028

STADIUM PIZZA INC
12/13/23
WORKFORCE DEV: TCSD
$68.01
301236
01/04/2024
1452

STAPLES BUSINESS CREDIT
7905148090-0-1
MISC OFC SUPPLIES: THEATER: TCSD
$105.48
601249
01/04/2024
1263

STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
703832
NOV BLOOD & ALCOHOL ANALYSIS: PD
$350.00
601249
01/04/2024
1263

STATE OF CALIFORNIA DEPARTMENT OF JUSTICE
703939
SEP BLOOD & ALCOHOL ANALYSIS: PD
$35.00
601250
01/04/2024
1495

STURDIVANT ANGELA P
3200.101-3205.101

TCSD INSTRUCTOR EARNINGS
$487.20
301237
01/04/2024
2521

T AND G GLOBAL LLC
INV-2814 PMT 2
TREE INSTALL/REMOVAL & HOLIDAY DECOR: TCSD
$25,112.50
301238
01/04/2024
2261

T MOBILE USA INC
9553461081
TIMING ADVANCE: TEM SHERIFF
$25.00
301238
01/04/2024
2261

T MOBILE USA INC
9554167844
TIMING ADVANCE: TEM SHERIFF
$75.00
301239
01/04/2024
1212

T Y LIN INTERNATIONAL
102312147
I-15/ FRENCH VALLEY PARKWAY IMPROV
$58,794.06
601207
12/28/2023
2372

TELECOM LAW FIRM PC
16435
WIRELESS PLANNING SUPPORT SVCS: COMM DEV
$623.10
301240
01/04/2024
1031

TEMECULA VALLEY HIGH SCHOOL
12/14/23

TRANSPORTATION STIPEND
$200.00
301241
01/04/2024
1203

THOMPSON MIDDLE SCHOOL BAND
12/14/23

TRANSPORTATION STIPEND
$200.00
601252
01/04/2024
2089

TNT ENTERTAINMENT GROUP LLC
23639
DJ/MC/SOUND SERVICES: SPECIAL EVENTS
$7,745.00
601208
12/28/2023
1152

TOP LINE INDUSTRIAL SUPPLY LLC
464200
MAINTENANCE SUPPLIES: STREET MAINTENANCE: PW
$262.57
301193
12/28/2023
1647

TSI INCORPORATED
91702003
SOUND METER CALIBRATION: CODE ENFORCEMENT
$288.07
301194
12/28/2023
2508

TURBOSCAPE INC
13844
MISC PLAYGROUND WORK AT VARIOUS PARKS: PW
$22,560.00
601253
01/04/2024
1555

TV CONVENTION AND VISITORS BUREAU
OCT'23
OCT'23 BUS. IMPRV DISTRICT ASMNTS
$235,354.10
601254
01/04/2024
1876

TWM ROOFING INC
12/14/23
ROOF PREVENTATIVE MAINTENANCE: FACILITIES PW
$13,840.00
601255
01/04/2024
2340

TWOS COMPANY INC
2405501
MISC SUPPLIES: GIFT SHOP: TCSD
$287.64
601256
01/04/2024
1652

ULINE INC
171671556
STORAGE CABINET: TCSD
$1,107.14
301242
01/04/2024
3495

VALENCIA MARIA
12/18/23
REFUND: DUPLICATE PAYMENT
$39.00
301243
01/04/2024
1845

VERIZON WIRELESS
9951411502
11/11-12/10 TASK FORCE TABLETS: POLICE
$416.55
301244
01/04/2024
3493

VISTA VERDE MIDDLE SCHOOL COUGAR MARCHING BAND
12/14/23

TRANSPORTATION STIPEND
$200.00
601257
01/04/2024
2034

WADDLETON JEFFREY L
2800.204-2810.204

TCSD INSTRUCTOR EARNINGS
$2,333.80
601257
01/04/2024
2034

WADDLETON JEFFREY L
1186
TEEN ZONE MOVIE NIGHT DJ: TCSD
$525.00
301245
01/04/2024
1102

WAXIE SANITARY SUPPLY INC
82157736
JANITORIAL SUPPLIES FACILITY MAINT:PW
$3,174.85
301245
01/04/2024
1102

WAXIE SANITARY SUPPLY INC
82157344
JANITORIAL SUPPLIES: PARKS: PW
$1,545.66
301246
01/04/2024
1178

WSP USA INC
1379966
CLIMATE ACTION PLAN LR23-0083
$4,163.89
Total
$8,519,061.08

Item No. 4

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works / City Engineer DATE: January 23, 2024
SUBJECT: Award Construction Contract to California Waters Development, Inc., dba California Waters for Community Recreation Center Splash Pad & Shade Structure Project, PW21-07
PREPARED BY: Avlin R. Odviar, Principal Civil Engineer
William Becerra, Associate Engineer II
RECOMMENDATION: That the City Council:

3. Authorize the City Manager to approve construction contract change orders up to 10% of the contract amount, $184,040.60; and

4. Make a finding that the Community Recreation Center Splash Pad & Shade Structure project is exempt from Multiple Species Habitat Conservation Plan fees.

BACKGROUND: On April 25, 2023, the City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids for the Community Recreation Center Splash Pad & Shade Structure Project, PW21-07.

The Community Recreation Center Splash Pad & Shade Structure Project, (Project) is an infrastructure project that will include the conversion of the existing kiddie pool into a splash pad and the addition of shade structures.

The construction contract was publicly advertised October 25 through November 30, 2023. Three (3) bids were received and publicly opened on Thursday, November 30, 2023. The results were as follows:

Rank Bidder Bid Amount

1. California Waters Development, Inc. $ 1,840,406.00

2. Armstrong Cal Builders, Inc. $ 2,650,000.00

3. Aster Construction Services, Inc. Non -responsive
Aster Construction Services, Inc. has been deemed as non -responsive because they did not complete the required Subcontractors List/Bidders List, page P-5 of the contract documents. Staff could not consider a late submission of a completed P-5 Subcontractor List received from Aster Construction Services, Inc. as it would provide an unfair competitive advantage over other bidders.

Staff has been in communication with Aster Construction Services, Inc. on this matter and correspondence is attached.

Staff has reviewed the bid proposals and found California Waters Development, Inc., dba California Waters, of Yorba Linda, California is the lowest responsible bidder. California Waters Development, Inc. has public contracting experience and has successfully completed similar projects for the City.

The Engineer's Estimate of construction cost was $1,102,000.00. The construction contract allows for 120 working days (approximately 6 months) to construct the Project.

The Multiple Species Habitat Conservation Plan (MSHCP) is an element of the Riverside County Intergraded 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 improvement projects are 5% of construction costs. In this case, the Project is a rehabilitation to an existing development project that does not result in additional usable area and as such, it is exempt from MSHCP fees.

FISCAL IMPACT: The Community Recreation Center Splash Pad & Shade Structure Project, PW21-07 is included in the City's Capital Improvement Program Fiscal Years 2024-28.

The source of funds is Measure S. With approval to transfer $820,000 in Measure S funds, there will be sufficient funds in the project account to cover the contract amount of $1,840,406.00 plus the 10% contingency of $184,040.60 for a total encumbrance of $2,024,446.60. There are sufficient funds in the Community Recreation Center Renovations project for the transfer.

ATTACHMENTS: 1. Contract

2. Project Location

3. Project Description

4. Correspondence with Aster Construction Services, Inc.

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

CONTRACT
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
THIS CONTRACT, made and entered into the 91 day of January, 2024 by and between the City of Temecula, a municipal corporation, hereinafter referred to as "City", and California Waters Development, Inc., dba California Waters
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 COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE, PROJECT NO. PW21-07 (REBID), Insurance Forms, this Contract, and all modifications and amendments thereto, the State of California Standard Plans and Specifications, (latest edition), issued by the California Department of Transportation, where specifically referenced in the Plans, Special Provisions, and Technical Specifications, and the latest version of the Standard Specifications for Public Works Construction, including all supplements as written and promulgated by Public Works Standards, Inc. (hereinafter, "Standard Specifications") as amended by the General Specifications, Special Provisions, and Technical Specifications for COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE, PROJECT NO. PW21-07 (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 Provisions, and Technical Specifications for COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE, PROJECT NO. PW21-07 (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.

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

2. SCOPE OF WORK
Contractor shall perform everything required to be performed, shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the following: COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE, PROJECT NO. PW21-07 (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 EIGHT HUNDRED FORTY THOUSAND FOUR HUNDRED SIX DOLLARS AND ZERO CENTS ($1,840,406.00), the total amount of the base bid.

Contractor agrees to complete the work in a period not to exceed One Hundred Twenty (120) working days, commencing with delivery of a Notice to Proceed by City.

Construction shall not commence until bonds and insurance are approved by City.

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

6. PAYMENTS
a. Lump Sum Bid Schedule: Before submittal of the first payment request, the Contractor shall submit to the Director of Public Works a schedule of values allocated to the various portions of the work, prepared in such form and supported by such data to substantiate its accuracy as the Director of Public Works may require. This schedule, as approved by the Director of Public Works, shall be used as the basis for reviewing the Contractor's payment requests. b. Unit Price Bid Schedule: Pursuant to Section 20104.50 of the Public Contract Code, within 30 days after submission of a payment request to the City, the Contractor shall be paid a sum equal to 95% of the value of the work* completed according to the bid schedule. Payment request forms shall be submitted on or about the 30th day of each successive month as the work progresses. The final payment, if unencumbered, or any part thereof unencumbered, shall be made 60 days after acceptance of final payment and the Contractor filing a one-year Warranty and an Affidavit of Final Release with the City on forms provided by the City.

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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 30 days pursuant to Public Contract Code Section 20104.50. Public Contract Code Section 7107 is hereby incorporated by reference.

7. LIQUIDATED DAMAGES /EXTENSION OF TIME
a. Liauidated Damages: In accordance with Government Code Section 53069.857 Contractor agrees to forfeit and pay to City the sum of $1,000 per day for each calendar day completion is delayed beyond the time allowed pursuant to Paragraph 4 of this Contract. Such sum shall be deducted from any payments due to or to become due to Contractor.
b. Extension of Time: Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of, and without the fault or negligence of the Contractor, including delays caused by City.

Within ten calendar days of the occurrence of such delay, Contractor shall give written notice to City. Within 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, 1777,51 1777.6, and 1813 of the Labor Code.

Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. This project, work, or service will be subject to compliance C-3

CONTRACT

monitoring and enforcement by the Department of Industrial Relations (DIR) pursuant to Labor Code Section 1771 A.

10. TIME OF THE ESSENCE
Time is of the essence in this contract.

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

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

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

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

14. CONTRACTOR'S AFFIDAVIT
After the completion of the work contemplated by this Contract, Contractor shall file with the City Manager, its affidavit stating that all workmen and persons employed, all firms supplying materials, and all subcontractors upon the Project have been paid in full, and that there are no claims outstanding against the Project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California.

15. NOTICE TO CITY OF LABOR DISPUTES
Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, Contractor shall c-a

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immediately give notice thereof, including all relevant information with respect thereto, to City.

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

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

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

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

20. PROHIBITED INTEREST
No member, officer, or employee of the City of Temecula or of a local public body who has participated in the development of the speccations or approval of this project or will administer this project shall have any interest, direct or indirect, in the Contract or the proceeds thereof during his/her tenure or for one year thereafter.

Furthermore, the Contractor covenants and agrees to their knowledge that no board member, officer or employee of the City of Temecula has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, or in the business of the contracting party other than the City of Temecula, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made, in writing, to the other party or parties, even if such interest would not be considered a conflict of interest under Article 4 (commencing with Section 1090) or Article

4.6 (commencing with Section 1220) of Division 4 of Title I of the Government Code of the State of California.

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

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22. 23

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:

INSURANCE.

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

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

2. Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the 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.

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

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

2. Automobile Liability: One Million 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.

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, c-s

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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.

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. ca

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24. 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,

25. 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.

26. 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.

27. CLAIM DISPUTE RESOLUTION
In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The disputed work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed matters.

All claims arising out of or related to the Contract or this project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, the Contractor or any Subcontractor must 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. c-a

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

DATED: �23 3 CONTRACTOR:

California Waters Development, Inc.,
dba California Waters
23311 E. La Palma Ave.

Yorba Linda, CA 92887
(949) 528-0900
leads@califorp is%aters.com
Mark Pitman
Print or type NAME
President
Print or type TITLE*
Print or type NAME
Secretary, Chief Financial Officer
Print or type TITLE*
(*Signatures of two corporate officers required for Corporations) DATED:

ATTEST:

Randi Johl, City Clerk
APPROVED AS TO FORM:

Peter M. Thorson, City Attorney

CITY OF TEMECULA
ey:

James Stewart, Mayor
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>r 1-41
Community Recreation Center Splash Pad and Shade Structures PW21-07
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© Latitude Geographics Group Ltd.

This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.

THIS MAP IS NOT TO BE USED FOR NAVIGATION
Legend
i•.;
City of Temecula Boundary
Parcels
L
Street Names
Highways
. HWY
. INTERCHANGE
. INTERSTATE

OFFRAMP
■r ONRAMP
. USHWY
Creeks
❑
Cities
Streets

PAVED

PROPOSED

UNPAVED
Notes

Alk
c7"
The Heart of Southern California
Wine Country
City of Temecula
Fiscal Years 2024-28
Capital Improvement Program

COMMUNITY RECREATION CENTER SPLASH PAD & SHADE STRUCTURES Parks/Recreation Project
Project Description: This project provides for the conversion of the CRC's kiddie pool into a splash pad, and the addition of shade structures throughout the pool area.

Benefit: This project will provide City residents an additional splash pad for enhanced recreational opportunities.

Core Value: Healthy and Livable City
Project Status: Project design will commence in Fiscal Year2022-23.

Department: Public Works - Account No. 210.290.999.205 / PW21-07 Level: I
2023-24
Prior Years
2022-23 Proposed 2024-25 2025-26 2026-27 2027-28
Total Project
Project Cost:

Actuals
Adjusted Budget Projected Projected Projected Projected Cost
Administration
30,392
69,608 69,549
169,549
Construction
1,000,000 212,598
1,212,598
Design & Environmental
150,736
149,264
300,000
Total Expenditures
181,128
1,218,872 282,147
1,682,147
Source of Funds:

Measure 5 I 160,1301 1,239,870 282,147 I 1,682,147
Total Funding 1 160,1301 1,239,870 282,147 1,682,147
Future Operating & Maintenance Costs:

Total Operating Costs
166

City of Temecula
41000 Main Street • Temecula, California 92590
Phone (951) 694-6411 • temeculaca.gov

VIA EMAIL
December 11, 2023
Wadih E. Daher
Aster Construction Services, Inc.
1666'/ Mccadden Place
Los Angeles, CA 90028
SUBJECT: Bid Proposal submitted by Aster Construction Services, Inc.

PROJECT: Community Recreation Center Splash Pad & Sun Shade, PW21-07 (Rebid) -- Notice of Non -Responsive Bid
Mr. Daher:

On November 30, 2023, Aster Construction Services submitted a bid proposal via Planetbids for the Community Recreation Center Splash Pad & Sun Shade Project, PW 21-07. The City also received bid proposals from California Waters Development Inc. and Armstrong Cal Builders, Inc.

After careful review of the submitted proposal, several discrepancies were noted that pertain to the completion of Subcontractors List/Bidders List, page P-5 of the contract documents. Notably, the following items/information were not completed:
• Bid Item Number
■ Percent of Bid Item
• Certified DBE (Yes or No)
• Last Year's Gross Receipts
• Percent of Total Bid
Included is the Subcontractor's List/Bidders List that was submitted with your proposal, along with the Subcontractor's List/Bidders List that were submitted by California Waters Development and Armstrong Cal Builders. The other two contractors submitted forms that were completely filled out.

For this reason, staff intends to recommend that the City Council deem Aster Construction Services bid as non -responsive at the January 9, 2024 City Council meeting. If you dispute the foregoing, please submit any formal response/protest within 3 business days of the date of this letter.

If you require additional information, please do not hesitate to contact me.

Sincerely,
G&� &Gea
William Becerra
Associate Engineer II - CIP
cc: Patrick A Thomas — Director of Public Works / City Engineer Avlin Odviar— Principal Civil Engineer— CIP
Ron Moreno — Assistant Director of Public Works
Amer Attar — Engineering Manager, Public Works

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: Aster Construction Services PRIME CONTRACTOR DBE?: YES ❑ NO ❑ As required by California State Law and in conformance with Title 49 of US Code of Regulations, Part 26, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work. ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED. The General Contractor shall state the firm name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if the General Contractor specifies more than one subcontractor for the same portion of work to be performed under the Contract in excess of one-half of one percent, the General Contractor agrees that it is fully qualified to perform that portion and that it shall perform that portion.

REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS. The Bidder's attention is directed to Labor Code Section 1725.5, which provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a Bid proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract that is subject to Labor Code Section 1720 et seq., unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. - — — - --- _ — -- LICENSE NO. OF
DIVISION OF WORK OR BID ITEM PERCENT SUBCONTRACTOR CERTIFIED LAST YEAR'S ! PERCENT

TRADE NUMBER OF BID NAME & ADDRESS OF SUBCONTRACTOR /DIR DBE (YES GROSS OF TOTAL ! ITEM REGISTRATION OR NO) RECEIPTS (a) BID
NO.
water play I I Hydrology Group Inc, 17 1 1034751
CA 92630
shade structure Loom Recreation
1067651
Survey Landmark Consulting, 4373 Viewb idge Ave,
Suile A, San Diego, CA (0191
Notes: (1) Used on Federal -aid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. Indicate million, if between $1 million and $5 million, if greater than $5 million. (2) If alternate bids are called for, and C ntra to subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each alternatep fJ5Vgffsof,0 Bidder
pWimate aynt if under $1
to use cligrent or additional
Wi,Lnay bffade if necessary.

PROPOSAL P-5

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: California Waters Development Inc, dba Cafifomia Waters PRIME CONTRACTOR DBE?: YES ❑ NO W As required by California Stale Law and in coMormance with Title 49 of US Code of Regutati°ns, Part 26, tfte Goreral Contract., biddingwill herefnafferstate the subcontractor wllo will be the subcontractor on the job for each particular trade or subdwision of the work ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED, The General Contractor&hall state the firm name and principal location of the milt shop, or office of each. If a General contractorfaifs to scecify asubcontracao., or A the General Contractor specifies more lhan one subcontractor for the same portion of work to be performed under the Contract in excess of one-ba? of one percent, the General Contractor eigrees L t its rutty qua, to perform that portion and that it shell perform that ponlon.

REGISTRATION YNTH THE DEPARTMENT OF INDUSTRIAL RELATIONS. The Bldder's attention is directed to tabor Code SeoUcn 1725.5, which provides that a contractor or subcontractor shall not be quallfted to bid on, ba listed In a gid proposdt subject to the requirements of Public Contract Cade Section 4l,04, or ergage In the padormatice °f any contract that Is s*ect to tabor Code Section 1720 et seq., unless currently registered and quatiFled to perform public work pursuant to Libor Code Section 1725.5. This proje.t is sub;ac; to campliarxe monitoring and enfofcement by 'he Daparimert of Industrial Relations, I- ENSE NO. OF

SUBCONTRACTOR

DMSION OF WORK OR BID ITEM PERCENFNAME

TRADE NUMBER OF BID& ADDRESS OF SUBCONTRACTOR IDIR

ITEM REGISTRATION
No.

CERTIFIED

DBE (YES
OR NO)

LASTYEAR'S
GROSS
RECEIPTS (a)

PERCENT

OF TOTAL
BID
Electrical 1 D S P Electrical Contractors, Inc CSLB: 928856 7 H 74 Unit R310 Lake Efsirdre, CA 92532 DIR: 1000013287 No
N/A
Sun Shade 1 Shade Structures CSLB: 989458No
A'O814
PO Box 3467 Co ell, TX 75019 DIR:1000003533Fencing
NIA
4%
All League Fence Ce CSLB:98631631 Sonora Are, San Bernardino, CA 92404 DIR: 1000018901 No
NIA
1 Turf 1 2% Biltright Turf CSLB: 1016328
_ . PO Box 1627 Temecula, CA 92592 DIR: 1000041367
No
N/A
2%
Splash Pad SUrfaCing inside Edge Commercial Interior Service, LLC CSLB: 105T554 1 2% 2700 Blue Water Rd, Suite 400 Eagan, MN 55121 DIR: 1000536764 No
N/A
2%
NOteS: (1) Used on Federafaid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. million, if between $1 miffion and $5 million, if greater than $5 million. (2) If alternate bids are called for, and Contractor subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each aftemat (3) C Indicate approximate
intends
t s this form
amount if
to use different or
may be made if
under $1
additional
necessary.
%Oigndturif of Bidder
PROPDSAL P-5

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: Armstrong Cal Builders Inc
PRIME CONTRACTOR DBE?: YES ❑ NO El
As required by California State Law and in conformance with Title 49 of US Code of Regulations, Part 26, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work. ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED. The General Contractor shall state the fine name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if the General Contractor specifies more than one subcontractor for the same portion of work to be performed under the Contract in excess of one-half of one percent, the General Contractor agrees that it is fully qualified to perform that portion and that it shall perform that portion.

DIVISION OF WORK OR
TRADE

BID ITEM
NUMBER

PERCENT
OF BID
ITEM
NAME :,ADDRESS OF SUBCONTRACTOR
LICENSE NO. OF

SUBCONTRACTOR
/DIR

REGISTRATION
NO.

CERTIFIED

DBE (YES
OR NO)

LAST YEAR'S
GROSS
RECEIPTS (a)

PERCENT

OF TOTAL
BID
-53
fir*-l�lc�
-�P�
A(G

M FCWLCLL)
3�7.

LaiCl#-1fO3Y;.�-
AfC,

FOUL- LO
. C
V v 'J
t fZ z C
/3
Notes: (1) Used on Federal -aid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. Indicate approximate amount if under $1 million, if between $1 million and $5 million, if greater than $5 million. (2) If alternate bids are called for, and Contractor intends to use different or additional subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each attemate_ (3) Copies of this form maybe made if necessary.

Shawn Salah
PROPOSAL P-5

ACS

CONSTRUCTION
December 12, 2023
William Becerra
City of Temecula
4100 Main Street
Temecula, CA 92590
SUBJECT: YOUR "NON -RESPONSIVE" LETTER DATED 12/11/2023 PROJECT: Community Recreation Center Splash Pad & Sun Shade PW21-07 Mr. Becerra:

In response to your letter that listed items/information that were "not completed", I would like to clarify the followings:

Per the bid documents, this bid was a lump sum bid with only One bid item and it requested to provide a schedule of value from the lowest bidder at later date (which is attached here). Based on that, the subcontractors' list provided in the bid document doesn't reflect the nature of this bid; rather it is a generic list used for bids with detailed line items and not only One lump sum item.

The "Bid Item Number" column should be kept blank, as we did, since there was No bid Items for the subcontractors. Hence, whatever the other two contractors listed in this column is wrong. California Waters Development listed #1 for all trades on the bid item column, and Armstrong Cal Builders listed 1, 2, and 3 on the bid item column which they don't exist. So, Aster decided to keep it blank, which was the correct way in our opinion.

The "Percent of bid Item" column should be kept blank as well as we did. The other subcontractors listed the same percentages on this column as on the "Precent of Total Bid" column which is not correct. This was due to the confusion in the bid document provided to us. There was no bid items for subcontractors and therefore there should be no percentage of bid item.

The "Certified DBE" column, since the bid documents didn't require the subcontractors' to be Certified DBE therefore it was not relevant to us to fill out this column. The Other 1666 %: McCadden Place • Los Angeles, California 90028 • Phone (323) 463-1473 • Fax: (323) 463-0485

ACS

CONSTRUCTION
Contractors replied No for all their subcontractors. Replying by No or keep it blank was the same for us in our opinion.

The "Last Year Gross Receipts" wasn't provided by all subcontractors for the other two bidders. So it was the same to us by keep it blank or say "N/A" or "to Follow".

The "Percent of Total Bid" column was kept blank by us is because this bid was a Lump Sum bid and there was no Bid Items for every trade. This column was the only column that we could have filled out but we didn't because of the Lump Sum nature of this bid.

However, please find attached our updated subcontractors list which shows Percent of total bids.

We just finished Mary Phillips Senior Center Recreation Area PW22-08 for the City of Temecula and we are so excited to do this project as well. We have lots of experience and have a very qualified team (all our project managers have Construction or Civil engineering degree) and we promise to provide best service and quality of work to the City of Temecula.

I am planning, if I may, to attend the City Council meeting on January 9, 2024 to explain further my point of view and response.

Regards,
7 Eddie Daher
President
Cel: (951)445-6117
1666 % McCadden Place • Los Angeles, California 90028 • Phone (323) 463-1473 • Fax. (323) 463-0485

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: Aster Construction Services
PRIME CONTRACTOR DBE?: YES ❑ NO X
As required by California State Law and in conformance with Title 49 of US Code of Regulations, Part 26, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work. ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED. The General Contractor shall state the firm name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if the General Contractor specifies more than one subcontractor for the same portion of work to be performed under the Contract in excess of one-half of one percent, the General Contractor agrees that it is fully qualified to perform that portion and that it shall perform that portion.

I - -- - ----

DIVISION OF WORK OR
TRADE

BID ITEM
NUMBER
-- -

PERCENT
OF BID
ITEM
- --

NAME & ADDRESS OF SUBCONTRACTOR
LICENSE NO. OF

SUBCONTRACTOR
/DIR

REGISTRATION
NO.

CERTIFIED

DBE (YES
OR NO)
� - ----- --

LAST YEAR'S PERCENT

GROSS OF TOTAL
RECEIPTS (a) BID
Splash Pad & Water
Playfeatures
Hydrology Group Inc, 17 Spectrum Pointe
Dr, Lake Forest, CA 92630
LIC# 1034751
DIR#1000056013
NO
N/A, to
fOIIOW
_
o�

47.1 8�
Shade Structure
Zoom Recreation 445 S. Figueroa St,
uite 3100-279, Los Angeles, CA 90071
LIC# 1067651 No
DIR#1000655676
N/A, to
follow
2 3%
I
Landmark Consulting, 4373 Viewbridge Ave
Suite A, San Diego, CA 92123
i
Site Survey
PLS# 4878
DIR#100005403 No
N/A to
followT-1-on

0.3%
Notes: (1) Used on Federal -aid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. Indicate million, if between $1 million and $5 million, if greater than $5 million. (2) If alternate bids are called for, and Contra iniF subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each altematk (�gpWs of1W Signature —of Bidder
p0matea punt if under $1
to use di rent or additional
QLmay ade if necessary.

PROPOSAL P-5

ACS
Aster Construction ServiGe3
Project Name: Splash Pad and Sun Shade
Number of Working Days: 120 days
Estimated Bid Value: $1,102,000.0
A B
ITEM

DESCRIPTION OF WORK
Total Per Division
Work performed by
Percentage of Total bid
1)
General Requirements
$320,000.00
ACS
1 Liability Insurance, RP America $6.87/$1000
2 Bond Cost
3 Permit Cost
4 Construction General Tools & Miscellaneous
5 Portable Toilets & Sinks
6 Temporary Fencing
7 Waste Management & Disposal (1 dumpster per 2 month)
8 Traffic Control,
9 Site Superintendent
10 Project Manager
I 1
Surveying
Landmark Consulting
030%
12 Material unload and storeage
13 Final Cleaning
14 Close Out
15 Gas
16 Overhead and profit
2)
Existing Conditions
$95,000.00
ACS
Demo at Wading Pool
1 Fence Panel
2 Gate (double swing 72")
3 Conc deck + wading Pool
4 1
Remove and reinstall Cleanout

5 Demo Existing bench
6 Trash Receptacles
7 1 Stone Seat wall (3' H X T W)
8 IConc Slab (5" with #4 reinforced)
9 1 Removal of Grass
Demo at Mech Room
1 House keeping pad + conc SOG
2 Salvage Heater
3 Storage cabinet
4 Wading pool pump + grates
5 Control Monitor + wading pool probe sensor cabinet
6 Demo for Electric scope (saw cut/ any demo)
7 Any Misc demo
3)
iDivision 3 - Concrete
$246,000,00
ACS
1 Const Balance tank 6'6"X10' (12" thick bottom, 8" thick top slab, water stops, 12" wall) 2 8" conc slab for Splash Pad (anti skip)
3 Ped Conc slab
4 Pump Pit
5 Conc slab Around Pump Pit - Mechanical room
6 Raised concrete slab at Sand Pit
5)
Metals
$81,200 00
1 Shade Structure (USA Shade - includes furnishing and installation):

Zoom Recreation

2.30%
2 Steel Beams
ACS
3 Fiberglass Grate - Mechanical Room
ACS
8)
Openings
$19,800,00
ACS
1 Maintanance Gate - 6' Height
2 10mamental Fence Panel - 1 Panel
3 Ornamental Gate - Self closing
22)
Plumbing, Electrical, Water Play features
$820,000.00
Hydrology

47.18%
1 6" HDPE Grate
2 Replace Bracket hardware - Exst 6" HDPE
3 Plumbing - Waterline and fittings
Deleted 2 items

31)
Earthwork
$80,000.00
ACS
1 Grading -Cut, Fill, Compaction, Export
2 Shoring, Drilling, Caissons, Dewatering
3 jErosion Control-SWPPP, WPCP, BMPs
32)
Exterior Improvements
$76,000.00
ACS
1 Artificial Turf Installation

GRAND TOTAL
$1,738,000.00
GC Scope of work
Subs Scope of work=
$873,000.00 50.23%
$865,000.00 49.77%

City of Temecula
41000 Main Street • Temecula, California 92590
Phone (951) 694-6411 - temeculaca.gov

VIA EMAIL
December 11, 2023
Wadih E. Daher
Aster Construction Services, Inc.
1666'h Mccadden Place
Los Angeles, CA 90028
SUBJECT: Bid Proposal submitted by Aster Construction Services, Inc.

PROJECT: Community Recreation Center Splash Pad & Sun Shade, PW21-07 (Rebid) -- Notice of Non -Responsive Bid
Mr. Daher:

After careful review of the submitted proposal, several discrepancies were noted that pertain to the completion of Subcontractors List/Bidders List, page P-5 of the contract documents. Notably, the following items/information were not completed:
• Bid Item Number
• Percent of Bid Item
• Certified DBE (Yes or No)
• Last Year's Gross Receipts
• Percent of Total Bid
Included is the Subcontractor's List/Bidders List that was submitted with your proposal, along with the Subcontractor's List/Bidders List that were submitted by California Waters Development and Armstrong Cal Builders. The other two contractors submitted forms that were completely filled out.

If you require additional information, please do not hesitate to contact me.

Sincerely,
/&41 15.

William Becerra
Associate Engineer II - CIP
cc: Patrick A Thomas — Director of Public Works / City Engineer Avlin Odviar — Principal Civil Engineer — CIP
Ron Moreno — Assistant Director of Public Works
Amer Attar — Engineering Manager, Public Works

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS. The Bidder's attention is directed to Labor Code Section 1725.5, which provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a Bid proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract that is subject to Labor Code Section 1720 et seq., unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. - - - - LICENSE NO. OF --
DIVISION OF WORK OR f BID ITEM PERCENT SUBCONTRACTOR i CERTIFIED LAST YEAR'S PERCENT

TRADE NUMBER OF BID NAME & ADDRESS OF SUBCONTRACTOR /DIR DBE (YES GROSS OF TOTAL ITEM REGISTRATION OR NO) RECEIPTS (a) BID
NO.
water play F Hydrology Group Inc, 17 1034751 I
CA 92630
shade structure ! LOOM Kecreatlon
1067651
Survey Landmark Consulting, 4373 Viewb idge Ave,
Suite A, San Diego_ CACA W123._
Notes: (1) Used on Federal -aid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. Indicate ap imate a unt if under $1 million, if between $1 million and $5 million, if greater than $5 million. (2) If alternate bids are called for, and Contra intepig to use di rent or additional subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each alternate. ^g s of sJpQ4may bgf Pade if necessary.

Sianature of Bidder
PROPOSAL P-5

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS
SUBCONTRACTORS LIST 1 BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: Californ)a Waters Development inc, dba California Waters PRIME CONTRACTOR DBE?. YES ❑ NO @ As required by Caldontia Statf Law and in conformance with Title 49 of LIS Code of Regulations, Part 26, the Goreral Contractor biddingvrtp he'eineRer slate the subcardredor wl.,Ao bo the subcontractor on the job for each particular trade or subclivislon of the wok ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED. The General Contactor shall elate the firm name and principal location of the miil, shop, oroffrce of each. if a Genarel Conlractorfails to soecffy a subcontrador, or if the GereraE Contras h specifies more than one subcontrador for the Same porlion of work 10 be pe.formed under the contract in excess of one-haN of pre percent, rile General Conlractoragrees that i! r Tully pe i6ad to perform that portion and that it shall perform that Nrtlon.

REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS. The Bidde.'s attention is directed to Labor Code Section IMS, which provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a Bid proposal. Subject to the requirements of Public Contract Code Seclian 4194, of engage in the parfofmanoe of any contract that is subject to Labor Code Section 1720 eL seq., unless currently registered and qualified to peiomt public work pursuant to Labor Code Section 1725.5. This project is sub;w 10 compliance moniteling and enforcement by the Oepartmer.l of Industrial Refakns.

LICENSE NO. OF

DIVISION OF WORK OR BID ITEM PERCENT SUBCONTRACTOR

TRADE OF BID NAME SADDRESS OFSUBCONTRACTOR

CERTIFIED

LAST YEAR'S

PERCENT

NUMBER /DIR
rTEM

DBE (YES
GROSS

OF TOTAL

REGISTRATION
OR NO)
RECEIPTS (a)
BID
N0.

Electrical 1 1 % D S P Electrical Contractors, Inc CSLB: 928856 No
N/A
87 74 Unit R310 Lake Elsinore, CA 92532 DIR: 1000013287 1 %
Sun Shade 1 4% Shade Structures CSLB: 989458
No
N/A
4%p
PO Box 3467 Co ell, TX 75019 DIR: 1000003533
Fencing 1 % All League Fence Co CSLB: 986316
No
N/A
1631 Sonora Ave, San Bernardino, CA 92404 DIR: 1000018901 %
Turf Biltright Turf CSLB:1016328
1 2%
No
N/A
PO f3ox 1627 Temecula, CA 92592 DIR: 1000041367
2%
Splash Pad Surfacing Inside Edge Commercial Interior Service, LLC CSLB: 1051554 1 No
N/A
2% :2700 Blue Water Rd, Suite 400 Eagan, MN 55121 .DIR: 1000536764 2%
Notes: (1) Used on Federal -aid contracts in conformance with Tr@e 49 CFR 26, for establishing Annual DBE Goals.

Indicate approximate
amount 6
under $1
million, if between $1 million and $5 million, if greater than $5 million. (2) If altemate bids are called for, and Contractor intends
to use different or
additional
subcontractors on the alternates, the Contractor must provide a separate list of subcontractors for each altemat r (3) 5PP'JW this form
maybe made if
necessary.
i.'Jnatur& of Bidder
PROPOSAL P-5

CITY OF TEMECULA, DEPARTMENT OF PUBLIC WORKS

SUBCONTRACTORS LIST / BIDDERS LIST
for

COMMUNITY RECREATION CENTER SPLASH PAD & SUN SHADE
PROJECT NO. PW21-07 (REBID)
PRIME CONTRACTOR: Armstrong Cal Builders Inc
PRIME CONTRACTOR DBE?: YES ❑ NO El
As required by California State Law and in conformance with Title 49 of US Code of Regulations. Part 26, the General Contractor bidding will hereinafter state the subcontractor who will be the subcontractor on the job for each particular trade or subdivision of the work. ALL SUBCONTRACTORS REGARDLESS OF DOLLAR VALUE SHALL BE LISTED. The General Contractor shall state the firm name and principal location of the mill, shop, or office of each. If a General Contractor fails to specify a subcontractor, or if the General Contractor specifies more than one subcontractor for the same portion of work to be performed under the Contract in excess of one-half of one percent, the General Contractor agrees that it is fully qualified to perform that portion and that it shall perform that portion.

REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS. The Bidders attention is directed to Labor Code Section 1725.5, which provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a Bid proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract that is subject to Labor Code Section 1720 et seq., unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations_

DIVISION OF WORK OR BID REM

TRADE NUMBER

PERCENT
OF BID
ITEM
LICENSE NO. OF

SUBCONTRACTOR
NAME & ADDRESS OF SUBCONTRACTOR lDIR

REGISTRATION
NO.

CERTIFIED

DBE (YES
OR NO)

LAST YEAR'S
GROSS
RECEIPTS (a)

PERCENT

OF TOTAL
BID
C' S
'y,r'rGls In j
4oz%1�!•+r�rSrt
�' "s
CC�C3i a�
IY G
�
1 /
Aw
� ,
3 `-f ov
d
I
1 i
Notes: (1) Used on Federal -aid contracts in conformance with Title 49 CFR 26, for establishing Annual DBE Goals. Indicate approximate amount if under $1 million, if between $1 million and $5 million, if greater than $5 million. (2) If alternate bids are called for, and Contractor intends to use different or additional subcontractors on the altemates, the Contractor must provide a separate list of subcontractors for each aRemate. (3) Copies of this form maybe made if necessary.

Shawn Salah
PROPOSAL P-5

Item No. 5

CITY OF TEMECULA

AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Thomas, Director of Public Works/City Engineer DATE: January 23, 2024
SUBJECT: Approve Second Amendment to the Agreement with Mike's Precision Welding, Inc., for Welding Maintenance Services
PREPARED BY: Stacey Biddle, Management Assistant
Julie Tarrant, Principal Management Analyst
RECOMMENDATION: That the City Council approve the second amendment to the agreement with Mike's Precision Welding, Inc., for welding maintenance services, in the amount of $50,000, for a total agreement amount of $150,000.

BACKGROUND: On July 28, 2022, the City Manager approved an agreement with Mike's Precision Welding, Inc. for welding maintenance services in the amount of $60,000.On September 12, 2023, the City Manager approved the First Amendment to increase payment to $100,000. The Second Amendment will increase payment in the amount of $50,000, for a total agreement amount of $150,000.

At this time, we have nearly exhausted our original agreement with Mikes Precision Welding, due to the overwhelming need to fabricate and make necessary repairs to various equipment, fencing, and aesthetic and structural elements located throughout the city's facilities and parks.

The Second Amendment will provide the additional monies to continue services for the remainder of the fiscal year.

Mike's Precision Welding, Inc. has provided fabrication and welding services for the City since 2003 and continues to show they are capable and responsive to the needs of the City while offering an efficient and economical means of completing the work.

FISCAL IMPACT: Adequate funds are available in the Fiscal Year 2023-2024 Annual Operating Budget.

ATTACHMENTS: Second Amendment

SECOND AMENDMENT TO AGREEMENT BETWEEN
CITY OF TEMECULA AND MIKE'S PRECISION WELDING, INC.

WELDING MAINTENANCE SERVICES
THIS SECOND AMENDMENT is made and entered into as of January 23, 2024, by and between the City of Temecula , a municipal corporation (hereinafter referred to as "City"), and Mike's Precision Welding, Inc., a Corporation (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

This Amendment is made with the respect to the following facts and purposes:
a. On July 28, 2022, the City and Contractor entered into that certain Agreement entitled "Agreement for Welding Maintenance Services," in the amount of $60,000. b. On September 12, 2023, the City and Contractor entered into the First Amendment to that certain Agreement entitled "Agreement for Minor Maintenance Services," to increase the payment in the amount of $40,000.

C. The parties now desire to increase the payment in the amount of $60,000, and to amend the Agreement as set forth in this Amendment.

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

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

The total amount of this Agreement shall not exceed One Hundred Fifty Thousand Dollars ($150,000).

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

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

CITY OF TEMECULA MIKE'S PRECISION WELDING, INC.
(Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.)
By: By:

James Stewart, Mayor Mike Prunty, President
ATTEST:

By: By;
Randi Johl, City Clerk Jeanette Pr y, Corp. Officer
APPROVED AS TO FORM:

By:

Peter M. Thorson, City Attorney CONTRACTOR
Mike's Precision Welding, Inc.

Attn: Jeanette Prunt
P.O. Box 891929 Temecula, CA 92589
Phone Number: 951.676.4744
[email protected]
City Purchasing Mgr.

Initials and
Date:
08/09/2021

Item No. 6

ACTION MINUTES

TEMECULA COMMUNITY SERVICES DISTRICT MEETING

COUNCIL CHAMBERS
41000 MAIN STREET

TEMECULA, CALIFORNIA
JANUARY 9, 2024
CALL TO ORDER at 7:39 PM: President Zak Schwank
ROLL CALL: Alexander, 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 (4-0): Motion by Stewart, Second by Kalfus. The vote reflected unanimous approval.

19. Approve Action Minutes of December 12, 2023
Recommendation: That the Board of Directors approve the action minutes of December 12, 2023.

CSD DIRECTOR OF COMMUNITY SERVICES REPORT

CSD GENERAL MANAGER REPORT

CSD BOARD OF DIRECTORS REPORTS

CSD ADJOURNMENT
At 7:40 PM, the Community Services District meeting was formally adjourned to Tuesday, January 23, 2024 at 5:00 PM for a Closed Session, with a regular session commencing at 6:00 PM, City Council Chambers, 41000 Main Street, Temecula, California.

Zak Schwank, President
ATTEST:

Randi Johl, Secretary
[SEAL]

Item No. 7

TEMECULA PUBLIC FINANCING AUTHORITY/ CITY COUNCIL

AGENDA REPORT
TO: Executive Director/Board of Directors
City Manager/City Council Members
FROM: Aaron Adams, Executive Director/City Manager
DATE: January 23, 2024
SUBJECT: Approve and Adopt Resolutions of Intention to Form CFD 23-02 (Prado), Authorize the Levy of Special Taxes on Property in CFD No. 23-02, Incur Bonded Indebtedness for CFD No. 23-02 and Approve Related Documents and Agreements PREPARED BY: Jennifer Hennessy, Director of Finance/Treasurer RECOMMENDATION: That the Board of Directors/City Council adopt resolutions entitled:

RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING

ITS INTENTION TO ESTABLISH A COMMUNITY

FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF
SPECIAL TAXES THEREIN — PRADO
RESOLUTION NO. TPFA

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY DECLARING

ITS INTENTION TO INCUR BONDED INDEBTEDNESS OF

THE PROPOSED TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO.23-02
(PRADO)
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

TEMECULA APPROVING A JOINT COMMUNITY

FACILITIES AGREEMENT RELATING TO THE FINANCING

OF PUBLIC IMPROVEMENTS AND MUNICIPAL SERVICES,

AND IMPLEMENTATION OF AN ACQUISITION
AGREEMENT — CFD 23-02 (PRADO)

BACKGROUND: In December of last year, in response to a request by Meritage Homes of California, Inc., a California corporation (the "Developer"), the Temecula Public Financing Authority (the "Authority") adopted Resolution No. TPFA 2023-12 and the City Council adopted Resolution No. 2023-93, pursuant to which they approved a Deposit/Reimbursement Agreement, subsequently executed by the Authority, the City and the Developer, whereby the Developer agreed to pay the costs of the Authority and the City in connection with the formation of a community facilities district. The Resolution of the Authority also designated various consultants to assist with the formation of the community facilities district.

The Authority has now received a petition (including waivers) (the "Petition") from the Developer requesting that it move forward with the formation of the community facilities district for the purpose of financing public facilities and to fund the costs of municipal services in connection with the planned Prado development project. The community facilities district is to be designated as the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) (the "CFD").

The CFD is generally located in the northerly portion of the City of Temecula, east of Interstate

15. The territory to be included within the boundaries of the CFD includes several County Assessor's parcels identified in the Petition.

Community facilities district financing is a commonly used method of financing infrastructure and services for new development in California. Commonly referred to as "Mello -Roos Financing" this type of land -secured financing permits the local agency to levy special taxes and issue bonds to pay for the public facilities and infrastructure costs and services necessitated by new development. The costs of authorized facilities and services, and debt service on any bonds issued for the CFD is, paid from special taxes levied only on real property within the CFD boundary. The bonds typically are issued on a tax-exempt basis.

The Authority will consider the adoption of two resolutions related to the formation of the proposed CFD. The CFD will only include land owned by the Developer as delineated in the Petition. In the Petition, the Developer has requested that the CFD levy special taxes and issue bonds to provide funds to fund various public improvements identified as the "Facilities" on Exhibit A in the Petition and to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund the costs of municipal services identified in Exhibit A of the Petition.

The Authority proposes to use bond proceeds to finance the design, construction and installation of certain public improvements, including related incidental expenses. These facilities will become the property of and will be maintained by the City, Eastern Municipal Water District (EMWD) and Temecula Valley Unified School District (TVUSD), as appropriate. To benefit future residents within CFD, the Authority expects to enter into a Joint Community Facilities Agreement with each of the City, EMWD and TVUSD.

SPECIFIC ACTIONS: In order to initiate the process to form the CFD, the Board of Directors of the Authority will consider adoption of two resolutions of intention relative to the proposed CFD. These resolutions call for a public hearing on February 27, 2024 on the formation of the CFD and the issuance of bonds for the CFD, and otherwise specify the boundaries of the CFD (by reference to a map on file with the City Clerk, as Secretary of the Authority), the rate and method of apportionment of special taxes to be levied solely on land in the CFD to pay for CFD authorized facilities and services and to repay any bonds that may be issued for the CFD, describe the improvements to be financed and the services to be provided by the new CFD, and express the intent to issue up to $20,000,000 of special tax bonds for the CFD to finance authorized facilities. The resolution of intention to form the CFD also authorizes the Executive Director of the Authority to enter into in joint community facilities agreements with the City (described below) and with the EMWD and TVUSD with respect to facilities to be financed by the CFD but to be owned by EMWD and TVUSD, respectively, approves an Acquisition Agreement between the Authority and the Developer whereby the Authority agrees to use proceeds of special taxes levied on property in the CFD and proceeds of bonds issued for the CFD to pay costs of certain CFD authorized facilities to be constructed by the Developer.

The City Council will consider adoption of resolutions approving Joint Community Facilities Agreement with the Authority whereby it agrees to own and operate certain facilities financed by the CFD, to provide the municipal services to be provided for by the CFD and to assist the Authority to administer the Acquisition Agreement. The Joint Community Facilities Agreement allows for a credit against (or a return of) development impact fees and Quimby Act fees otherwise applicable to the construction of residential units in the Prado Development, from the proceeds of bonds issued for the CFD or special taxes levied on the property in the CFD.

FISCAL IMPACT: The Developer has agreed to pay all expenses relative to the proposed formation of the new CFD and the issuance of bonds for the CFD. Costs of issuance of the proposed bond issue will be paid from the proceeds of the bonds to be issued by the Authority for the CFD. All annual costs of administering the new CFD and the bonds issued for the CFD will be paid from special taxes levied on the properties in the CFD. The bonds, if issued by the Authority for the new CFD, would be payable solely from special taxes levied on land in the new CFD and collected by the Authority. All costs of the City and the Authority to administer the Acquisition Agreement and the Joint Community Facilities Agreement will be paid for with proceeds of special taxes levied on property of the CFD.

ATTACHMENTS: 1. TPFA Resolution — Establish CFD

2. TPFA Resolution — Bond Indebtedness

3. City Council Resolution — Joint Community Facilities Agreement and Acquisition Agreement

4. Petition

5. City - Joint Community Facilities Agreement

6. Acquisition Agreement

7. EMWD - Joint Community Facilites Agreement

8. TVUSD - Joint Community Facilites Agreement

RESOLUTION NO. TPFA 2024-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

TEMECULA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENTION TO ESTABLISH A

COMMUNITY FACILITIES DISTRICT AND TO
AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN —
PRADO

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

Section 1. Under the Mello -Roos Community Facilities Act of 1982, constituting Section 53311 et seq. of the California Government Code (the "Law"), this Board of Directors may commence proceedings for the establishment of a community facilities district.

Section 2. There have been submitted to this Board of Directors a Petition (Including Waivers) of Meritage Homes of California, Inc. (the "Petition"), requesting the formation by this Board of Directors of a community facilities district under the Law to be known as the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) (the "District").

Section 3. Under the Law, this Board of Directors is the legislative body for the proposed District and is empowered with the authority to establish the District and levy special taxes within the District.

Section 4. This Board of Directors proposes to begin the proceedings necessary to establish the District pursuant to the Law. Receipt of the Petition to form the District is hereby acknowledged. In furtherance of the formation of the District, it is also acknowledged that the Authority, the City of Temecula (the "City") and Meritage Homes of California, Inc. ("Meritage"), are parties to a Deposit/Reimbursement Agreement pursuant to which Meritage has agreed to deposit funds with City to pay the costs of conducting the proceedings to establish the District and the possible issuance by the Authority of bonds for the District, subject to reimbursement from the proceeds of bonds issued for the District, all as more specifically provided in the Deposit/Reimbursement Agreement.

Section 5. The name proposed for the District is Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado).

Section 6. The proposed boundaries of the District are as shown on the map of the District on file with the Secretary, which boundaries are hereby preliminarily approved. The Secretary is hereby directed to record, or cause to be recorded, the map of the boundaries of the District in the office of the Riverside County Recorder as soon as practicable after the adoption of this Resolution.

Section 7. The types of public facilities (the "Facilities") and municipal services (the "Services") proposed to be eligible for funding by the District, in each case pursuant to the Law,

shall consist of those items listed on Exhibit A hereto under the headings "Facilities" and "Municipal Services," respectively, which Exhibit is by this reference incorporated herein.

This Board of Directors hereby determines that the Facilities and the Services to be financed by the District are necessary to meet increased demands placed upon local agencies as a result of development occurring and expected to occur in the territory included in the District.

This Board of Directors hereby expresses its opinion that the public interest will not be served by allowing property owners to enter into contracts as contemplated by Section 53329.5(a) of the Law, and does not intend to let property owners avail themselves of the actions otherwise permitted by said Section 53329.5(a).

The Executive Director is hereby authorized and directed to enter into joint community facilities agreements with the City of Temecula, the Temecula Valley Unified School District, the Eastern Municipal Water District and any other public entity that will own and/or operate any of the Facilities, or that will provide any of the Services, with any such agreements to be in a form provided by Bond Counsel.

Section 8. Except to the extent that funds are otherwise available to the District to pay for the Facilities and the Services, and/or pay the principal and interest as it becomes due on bonds of the District issued to finance the Facilities, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non-exempt real property in the District, will be levied within the District and collected in the same manner as ordinary ad valorem property taxes or in such other manner as this Board of Directors or its designee shall determine, including direct billing of the affected property owners. The proposed rate and method of apportionment of the special tax among the parcels of real property within the District, in sufficient detail to allow each landowner within the proposed District to estimate the maximum amount such owner will have to pay, and which specifies the tax year after which no further special tax will be levied on land used for private residential purposes and which otherwise complies with applicable provisions of the Act is described in Exhibit B attached hereto which Exhibit is by this reference incorporated herein.

This Board of Directors finds that the provisions of Section 53313.6, 53313.7 and 53313.9 of the Law (relating to adjustments to ad valorem property taxes and schools financed by a community facilities district) are inapplicable to the District.

Section 9. It is the intention of this Board of Directors, acting as the legislative body for the District, to cause bonds of the Authority to be issued for the District pursuant to the Law to finance the costs of the Facilities. If so issued, the bonds shall be in the aggregate principal amount of not to exceed $20,000,000, shall bear interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and shall mature not to exceed 40 years from the date of the issuance thereof.

Section 10. This Board of Directors reserves to itself the right and authority to allow any interested owner of property in the District, subject to the provisions of Section 53344.1 of the Law and such requirements as it may otherwise impose, and any applicable prepayment penalties

as prescribed in the indenture or fiscal agent agreement for any bonds of the Authority for the District, to tender to the Treasurer of the Authority in full payment or part payment of any installment of special taxes or the interest or penalties thereon which may be due or delinquent, but for which a bill has been received, any bond or other obligation secured thereby, in the manner described in Section 53344.1 of the Law.

Section 11. The levy of said proposed special tax shall be subject to the approval of the qualified electors of the District at a special election. The proposed voting procedure shall be by mailed or hand -delivered ballot among the landowners in the proposed District, with each owner having one vote for each acre or portion of an acre of land such owner owns in the District.

Section 12. Except as may otherwise be provided by the Law or the rate and method of apportionment of the special tax for the District, all lands owned by any public entity, including the United States, the State of California and/or the City of Temecula, or any departments or political subdivisions of any thereof, shall be omitted from the levy of the special tax to be made to cover the costs and expenses of the Facilities, the issuance of bonds by the Authority for the District and any expenses of the District.

Section 13. The Director of Public Works of the City of Temecula is hereby directed to study the Facilities and the Services and to make, or cause to be made, and file with the Secretary a report in writing, presenting the following:
(a) A brief description of the special taxes to be prepaid and of the Facilities and the Services.
(b) An estimate of the fair and reasonable cost of providing for the Facilities and the Services, including the incidental expenses in connection therewith, including the costs of the proposed bond financing, any Authority or City of Temecula administrative costs and all other related costs.

Said report shall be made a part of the record of the public hearing provided for below.

Section 14. Tuesday, February 27, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District, will conduct a public hearing on the establishment of the District and consider and finally determine whether the public interest, convenience and necessity require the formation of the District and the levy of said special tax.

Section 15. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper published in the area of the District. The publication of said notice shall be completed at least seven days before the date herein set for said hearing.

Said notice shall be substantially in the form of Exhibit C hereto.

Section 16. The Board of Directors may in the future, by resolution, approve an agreement pursuant to Section 53314.9 of the Law, to accept an advance or advances of funds or work -in - kind from one or more landowners in the District or related entities, which advances may be repaid and work -in -kind may be reimbursed to the person or entity which advanced the funds or work- in -kind subject to compliance with the applicable provisions of Section 53314.9 of the Law.

Section 17. The Board of Directors hereby finds and determines that no further environmental review is required for the funding of the Facilities and Services. (a) On June 16, 2021, AHV Communities filed two Planning Applications: No. PA21- 0838, a Development Plan and No. PA21-0839, a Tentative Tract Map (TTM 38121) (collectively "Prado Project"). On April 20, 2022, the Planning Commission adopted Resolution Nos. 2022-08 and 2022-09 approving the Prado Project. No appeal was taken from the adoption of these Resolutions.
(b) In adopting Planning Commission Resolution Nos. 2022-08 and 2022-09, the Planning Commission determined that in accordance with the California Environmental Quality Act, no further environmental review of the proposed Prado Project was required (Section 15182, Projects Pursuant to a Specific Plan and Section 15162, Subsequent EIRs and Negative Declarations) finding that:

1. On August 14, 2001, the City Council adopted Resolution No. 01-70 certifying the Program Environmental Impact Report for the Harveston Specific Plan (SCH #99041033). On August 26, 2003, the City Council adopted Resolution No. 03-110 approving Amendment No. 1 to the Harveston Specific Plan (SP 13). On December 1, 2020, the City Council adopted Resolution No. 2020-78 certifying a Subsequent Environmental Impact Report (SEIR) in connection with the Second Amendment to the Harveston Specific Plan that allowed for the creation of the residential overlay zone.

2. As provided in Planning Commission Resolution Nos. 2022-08 and 2022- 09, the Planning Commission determined that the Prado Project was consistent with the previously adopted Harveston SEIR and no further environmental review was required.

The Prado Project was exempt from CEQA pursuant to CEQA Guidelines Section 15182 as the proposed residential development is in conformity with the Harveston Specific Plan, as amended. (Section 15162, Subsequent EIRs and Negative Declarations). (c) All of the Facilities and Services that are proposed to be funded by the proposed District were included as conditions of approval for the Prado Project and were considered and approved as in accordance with the California Environmental Quality Act ("CEQA") as part of the approval of the Prado Project. The Board of Directors, therefore, hereby finds and determines that the Facilities and Services are exempt from CEQA pursuant to CEQA Guidelines Section 15182 as the Facilities and Services are in conformity with the Prado Project. The Board of Directors further finds and determines that the funding of the Facilities and Services does not require the preparation of a subsequent Environmental Impact Report as none of the conditions described in Section 15162 of the CEQA Guidelines (14 Cal. Code Regs. 15162) exist. Specifically, there are no substantial changes proposed by the funding of the Facilities and Services that will require 4 major revisions of the previous SEIR approved by City Council due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects and no substantial changes have occurred with respect to the circumstances under which the proposed project are undertaken that will require major revisions of the previous SEIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and there is no new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous SEIR was adopted, showing that: (a) the proposed project will have one or more significant effects not discussed in the SEIR; (b) there are significant effects previously examined that will be substantially more severe than shown in the SEIR; (c) there are mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the proposed project, but the City declines to adopt the mitigation measure or alternative; or (d) mitigation measures or alternatives which are considerably different from those analyzed in the SEIR would substantially reduce one or more significant effects on the environment, but the City declines to adopt the mitigation measure or alternative. The Facilities and Services for the Prado Project are consistent with the project that was analyzed by the SEIR. The Facilities and Services are required to meet all requirements and mitigation contained in SEIR.

Section 18. The Acquisition Agreement to be entered into by Authority, for and on behalf of the District, and Meritage Homes of California, Inc., in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized to execute and deliver the Acquisition Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority's General Counsel and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Acquisition Agreement.

Section 19. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 23rd day of January, 2024.

James Stewart, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

CITY OF TEMECULA )
I, Randi Johl, Secretary of the Temecula Public Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 2024- was duly and regularly adopted by the Board of Directors of the Temecula Public Financing Authority at a meeting thereof held on the 23rd day of January, 2024, by the following vote:

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

ABSTAIN: BOARD MEMBERS:

ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

EXHIBIT A

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-02
(PRADO)

DESCRIPTION OF FACILITIES AND SERVICES

TO BE FUNDED BY THE DISTRICT

FACILITIES
It is proposed that the District be eligible to finance all or a portion of the costs of the following facilities:
• The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), including Temecula Center Drive and Ynez Road within and in the vicinity of the District; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

The foregoing are to include the acquisition of any related right-of-way and other land needed for the installation of any such improvements, demolition of existing structures and site leveling needed for the installation of any such improvements, erosion control, and other appurtenances. • The acquisition and installation of traffic signal improvements, including traffic signal interconnection and video surveillance systems, at the intersection of Ynez Road and Temecula Center Drive.
• Landscaping improvements in the public right of way along or in the vicinity of Temecula Center Drive, Date Street and Ynez Road, including related appurtenances. • Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2024-2028.
• School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more. • Sewer system improvements to be designated by the Eastern Municipal Water District. • Water facilities to be designated by the Rancho California Water District. • All or a portion of any amount necessary to eliminate any fixed special assessment liens, or to pay, repay, or defease any obligation to pay or any indebtedness secured by any tax, fee, charge, or assessment levied within the area of the CFD (including, but not limited to the lien of special taxes by the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston)), or to pay debt service on any such indebtedness.

The Facilities include the acquisition of right-of-way, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, the cost of any required environmental mitigation and any required noise mitigation measures, landscaping and irrigation, soils testing, permits, plan check and inspection fees, insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing.

A-1

MUNICIPAL SERVICES
It is proposed that the District be eligible to fund all or a portion of the costs of the following municipal services:
• Public safety services, including police and fire protection. • Maintenance of parks, and landscaping in public areas, public easements and public right of way in or near the area of the District, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the District. • Maintenance of storm drainage systems within or serving the area of the District, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the District, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping.
• Maintenance of street lighting located within or in the vicinity of the District, and including decorative lighting and pull box assemblies.
• Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the District, and including electrical, LED replacement, maintenance and replacement.

Graffiti removal from public improvements within and in the area of the District The District may fund any of the following related to the services described above: the furnishing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses.

The District may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof.

The services to be financed by the District shall be in addition to those provided in the territory of the District before the date of creation of the District, and will not supplant services already available within that territory when the District is created.

A-2

EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-02
(PRADO)
The following sets forth the Rate and Method of Apportionment of Special Tax for the levy and collection of an Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C in the Temecula Public Financing Authority ("Authority") Community Facilities District No. 23-02 (Prado) ("CFD No. 23-02"). An Annual Special Tax A, an Annual Special Tax B, and an Annual Special Tax C shall be levied on property in CFD No. 23-02 and collected in CFD No. 23-02 each Fiscal Year, in an amount determined through the application of the Rate and Method of Apportionment of Special Tax described below. All of the real property within CFD No. 23-02, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.

SECTION A

DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre" or "Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on the Assessor's Parcel Map, the land area as shown on the applicable Final Map, or if the land area is not shown on the applicable Final Map, the land area as calculated by or on behalf of the CFD Administrator.
"Act" means the Mello -Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. "Administrative Expenses" means the actual or reasonably estimated costs directly related to the administration of CFD No. 23-02, including but not limited to the following: (i) the costs of computing Special Tax A, Special Tax B, and/or Special Tax C (collectively, the "Special Taxes") and of preparing the annual Special Tax A, Special Tax B, and Special Tax C collection schedules (whether by the CFD Administrator or designee thereof, or both); (ii) the costs of collecting the Special Taxes (whether by the Authority, County, City, or otherwise); (iii) the costs of remitting the Special Taxes to the fiscal agent or trustee for any Bonds; (iv) the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes; (v) the costs of the fiscal agent or trustee (including its legal counsel) in the discharge of the duties required of it under any Indenture; (vi) the costs of the Authority, City, or designee of either in complying with arbitrage rebate, mandated reporting and disclosure requirements of applicable federal and State of California laws, and responding to property owner or Bond owner inquiries regarding the Special Taxes or Bonds; (vii) the costs associated with the release of funds from any escrow account established under an Indenture; (viii) the costs of the Authority, City, or designee of either related to any appeal of a Special Tax; (ix) an allocable share of the salaries of the City staff and City overhead expense directly relating to the foregoing and (x) any other expense eligible under the Act to be charged for the administration of CFD 23-02 or any Bonds. Administrative Expenses shall also include amounts advanced by the City or the Authority for any administrative purposes of CFD No. 23-02. "Annual Special Tax A" means for each Assessor's Parcel, the Special Tax A actually levied in a given Fiscal Year on such Assessor's Parcel.
"Annual Special Tax B" means for each Assessor's Parcel, the Special Tax B actually levied in a given Fiscal Year on such Assessor's Parcel.

B-1

"Annual Special Tax C" means for each Assessor's Parcel, the Special Tax C actually levied in a given Fiscal Year on such Assessor's Parcel.
"Approved Property" means all Assessor's Parcels of Taxable Property other than Provisional Exempt Property: (i) that are included in a Final Map that was recorded prior to the January 1st immediately preceding the Fiscal Year in which the Special Tax A is being levied, and (ii) that have not been issued a Building Permit on or before the April 1st immediately preceding the Fiscal Year in which the Special Tax A is being levied.
"Assessor" means the Assessor of the County.
"Assessor's Parcel" or "Parcel" means a lot or parcel of land designated on an Assessor's Parcel Map with an assigned Assessor's Parcel Number within the boundaries of CFD No. 23-02. "Assessor's Parcel Map" means an official map of the Assessor designating parcels by Assessor's Parcel Number.
"Assessor's Parcel Number" means that number assigned to a lot or parcel of land by the Assessor for purposes of identification.
"Assigned Annual Special Tax A" means the Special Tax A as described in Section D below. "Authority" means the Temecula Public Financing Authority. "Authorized Facilities" means the public facilities authorized to be financed, in whole or in part, by CFD No. 23-02, as identified in the list of authorized facilities approved by the Resolution of Formation of the CFD adopted by the Board of Directors when the CFD No. 23-02 was formed or as it may be modified by proceedings under the Act.
"Authorized Services" means the services authorized to be funded, in whole or in part, by the CFD No. 23-02, as identified in the list of authorized services approved by the Resolution of Formation of the CFD adopted by the Board of Directors when the CFD No. 23-02 was formed or as it may be modified by proceedings under the Act.
"Backup Annual Special Tax A" means the Special Tax A as described in Section E below. "Board of Directors" means the Board of Directors of the Authority, acting as the legislative body of CFD No. 23-02, or its designee.
"Bonds" means any bonds or other indebtedness (as defined in the Act), whether in one or more series, the repayment of which is secured by a pledge of the proceeds of the levy of Special Tax A on Assessor's Parcels within CFD No. 23-02.
"Boundary Map" means a recorded map which indicates the boundaries of CFD No. 23-02. "Building Permit" means the first legal document issued by the City giving official permission for new construction of improvements on an Assessor's Parcel in CFD No. 23-02. For purposes of this definition, "Building Permit" may or may not include any subsequent building permits issued or changed after the first issuance, as determined by the CFD Administrator. "Building Square Footage" or "BSF" means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by the CFD Administrator by reference to the building permit application for such Assessor's Parcel.

B-2

"Calendar Year" means the period commencing January 1 of any year and ending the following December 31.
"CFD No. 23-02" or "CFD" means the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) formed by the Authority under the Act. "CFD Administrator" or "Administrator" means the Finance Director of the City, or designee thereof, responsible for, among other things, determining the Special Tax A Requirement, the Special Tax B Requirement, and the Special Tax C Requirement and providing for the levy and collection of said Special Tax A, Special Tax B, and Special Tax C.
"City" means the City of Temecula, California.
"County" means the County of Riverside, California.
"Developed Property" means all Assessor's Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to January 1 st preceding the Fiscal Year in which Special Tax A, Special Tax B or Special Tax C are being levied, and (ii) for which a building permit was issued on or before April 1 st preceding the Fiscal Year in which any or all of the Special Taxes are being levied. "Exempt Property" means all Assessor's Parcels designated as being exempt from the Special Taxes as provided for in Section P.
"Exempt Welfare Exemption Property" means, for each Fiscal Year, an Assessor's Parcel that is (a) receiving a welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute), as indicated in the County's Assessor's roll finalized as of January 1 of the previous Fiscal Year, and (b) exempt from the Special Tax pursuant to Section 53340(c) of the Act. Pursuant to Section 53340(c) of the Act, after the issuance of the first series of Bonds, any Assessor's Parcels that receive welfare exemption under subdivision (g) of Section 214 of the California Revenue and Taxation Code (or any successor statute) shall not be classified as Exempt Welfare Exemption Property and will be subject to the Special Tax. "Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 4285 that creates individual lots that do not need, and are not expected, to be further subdivided prior to the issuance of a Building Permit.
"Fiscal Year" means the period commencing July 1 of any year and ending the following June 30. "Indenture" means the bond indenture, fiscal agent agreement, trust agreement, resolution, or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same. "Land Use Type" means Residential Property, Multifamily Residential Property, or Non -Residential Property.
"Maximum Special Tax A" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax A, determined in accordance with Section C that can be levied on each such Assessor's Parcel.

B-3

"Maximum Special Tax B" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax B, determined in accordance with Section I that can be levied on each such Assessor's Parcel.
"Maximum Special Tax C" means for each Assessor's Parcel of Taxable Property, the maximum Special Tax C, determined in accordance with Section L that can be levied on each such Assessor's Parcel.
"Multifamily Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for the purpose of constructing a building or buildings comprised of attached Units available for rental by the general public, not for sale to an end user, and which attached units are under common ownership, as determined by the CFD Administrator. "Non -Residential Property" means all Assessor's Parcels of Developed Property for which a building permit was issued for any type of use other than Residential Property and or Multifamily Residential Property.
"Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax A obligation for an Assessor's Parcel, as described in Section H. "Prepayment Amount" means the amount required to prepay the Special Tax A obligation in full for an Assessor's Parcel, as described in Section G.
"Proportionately" means for Special Tax A that the ratio of the Annual Special Tax A to the applicable Assigned Annual Special Tax A is equal for all applicable Assessor's Parcels. In the case of Special Tax B and Special Tax C, "Proportionately" means that the ratio of the Annual Special Tax B to the applicable Maximum Special Tax B and the Annual Special Tax C to the applicable Maximum Special Tax C, respectively, is equal for all applicable Assessor's Parcels. In the case of Developed Property subject to the apportionment of the Annual Special Tax A under Step Four of Section F, "Proportionately" means that the quotient of (a) Annual Special Tax A less the Assigned Annual Special Tax A divided by (b) the Backup Annual Special Tax A less the Assigned Annual Special Tax A, is equal for all applicable Assessor's Parcels.
"Provisional Exempt Property" means all Assessor's Parcels of Taxable Property subject to Special Tax A that would otherwise be classified as Exempt Property pursuant to the provisions of Section P, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property below the required minimum Acreage set forth in Section P. "Residential Property" means all Assessor's Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units, and which are not Multifamily Residential Property.
"RMA" means this Rate and Method of Apportionment of Special Tax. "Special Tax(es)" means any of the special taxes authorized to be levied on Taxable Property within and for CFD No. 23-02 pursuant to the Act to fund the Special Tax A Requirement, Special Tax B Requirement, and/or the Special Tax C Requirement.
"Special Tax A" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-02 pursuant to the Act to fund the Special Tax A Requirement. "Special Tax B" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-02 pursuant to the Act to fund the Special Tax B Requirement.

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"Special Tax C" means any of the Special Taxes authorized to be levied on Taxable Property within and by CFD No. 23-02 pursuant to the Act to fund the Special Tax C Requirement. "Special Tax A Requirement" means, subject to the Maximum Special Tax A, the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses for such Fiscal Year (apportioned between Special Tax A and Special Tax B), (iii) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (iv) the collection or accumulation of funds for the acquisition or construction of Authorized Facilities, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property as set forth in Step Two and Three of Section F, less (v) any amount available to pay debt service or other periodic costs on the Bonds pursuant to any applicable Indenture. "Special Tax B Requirement" means, subject to the Maximum Special Tax B, that amount to be collected in any Fiscal Year to pay for Authorized Services as required to meet the needs of CFD No. 23-02. The costs of services to be covered shall be the direct costs for (i) Authorized Services, and (ii) Administrative Expenses (apportioned between Special tax A and Special Tax B); less (iii) a credit for funds available to reduce the Annual Special Tax B levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax B Requirement include amounts needed to repay Bonds.
"Special Tax C Requirement" means, subject to the Maximum Special Tax C, that amount to be collected in any Fiscal Year to pay for Authorized Services as required to meet the needs of CFD No. 23-02. The costs of services to be covered shall be the direct costs for (i) Authorized Services, and (ii) Administrative Expenses; less (iii) a credit for funds available to reduce the Annual Special Tax C levy, if any, as determined by the CFD Administrator. Under no circumstances shall the Special Tax C Requirement include amounts needed to repay Bonds.
"Special Tax Category" means any of the individual categories of BSF set forth in Table 1 in Section D below.
"Taxable Property" means (i) with respect to Special Tax A, all Assessor's Parcels within CFD No. 23-02, which are not Exempt Property or for which the Special Tax A obligation has not been prepaid in full, and (ii) with respect to Special Tax B and Special Tax C, all Assessor's Parcels within CFD No. 23-02, which are not Exempt Property.
"Temecula Public Financing Authority" or "PFA" or "Authority" means the Temecula Public Financing Authority, or its designee.
"Transition Event" shall be deemed to have occurred when the CFD Administrator determines that the following events have occurred: (i) all Bonds secured by the levy and collection of Special Tax A in the CFD have been fully repaid, or legally defeased, pursuant to the Indenture; (ii) all Administrative Expenses from prior Fiscal Years have been paid or reimbursed; and (iii) there are no other Authorized Facilities that the Authority or the CFD intends to fund with proceeds of Bonds or of Special Tax A as confirmed in writing by the CFD Administrator.
"Transition Year" means the earlier of: (i) the first Fiscal Year in which the Administrator determines that the Transition Event occurred in the prior Fiscal Year, or (ii) Fiscal Year 2065-66. "Undeveloped Property" means all Assessor's Parcels of Taxable Property which are not Developed Property, Approved Property, or Provisional Exempt Property.

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"Unit" means any residential dwelling unit excluding dwelling units within Multifamily Residential Property.

SECTION B

CLASSIFICATION OF ASSESSOR'S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2024-25, each Assessor's Parcel within CFD No. 23-02 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor's Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property, or Provisional Exempt Property. In addition, each Assessor's Parcel of Developed Property shall further be classified as Residential Property, Multifamily Residential Property or Non -Residential Property. Assessor's Parcels of Residential Property shall be further categorized based on the Building Square Footage of each such Assessor's Parcel.

SECTION C

MAXIMUM SPECIAL TAX A
Developed Property
For each Fiscal year, the Maximum Special Tax A for each Assessor's Parcel of Residential Property, Multifamily Residential Property or Non -Residential Property shall be the greater of (i) the Assigned Annual Special Tax A or (ii) the Backup Annual Special Tax A.

2. Approved Property, Undeveloped Property, and Provisional Exempt Property For each Fiscal year, the Maximum Special Tax A for each Assessor's Parcel classified as Approved Property, Undeveloped Property, or Provisional Exempt Property shall be the Assigned Annual Special Tax A.

3. Increase in the Maximum Special Tax A
On each July 1, commencing July 1, 2025, the Maximum Special Tax A shall be increased by an amount equal to two percent (2.0%) of the amount in effect for the previous Fiscal Year.

4. Maximum Special Tax A at Transition Year
For the Transition Year and each Fiscal Year thereafter, the Maximum Special Tax A for any Assessor's Parcel of Taxable Property shall be $0.00. Notwithstanding the forgoing, if there are delinquent Special Tax A taxes on a Parcel, such delinquent Special Tax A taxes will continue to constitute a lien against the Parcel until they are collected.

SECTION D

ASSIGNED ANNUAL SPECIAL TAX A
Developed Property
Each Fiscal Year prior to the Transition Year, each Assessor's Parcel of Residential Property, Multifamily Residential Property or Non -Residential Property shall be subject to an Assigned Annual Special Tax A.

The Assigned Annual Special Tax A applicable to an Assessor's Parcel of Developed Property shall be determined using the table below.

TABLE 1

ASSIGNED ANNUAL SPECIAL TAX A RATES

FOR DEVELOPED PROPERTY
FISCAL YEAR 2024-25
Land Use Type
Building Square
Footage
Assigned Special Tax A
Residential Property
Less than 1,500
$3,740 per Unit
Residential Property
1,500 — 1,599
$3,860 per Unit
Residential Property
1,600 — 1,699
$3,980 per Unit
Residential Property
1,700 — 1,799
$4,100 per Unit
Residential Property
Greater than 1,799
$4,220 per Unit
Multifamily Residential Property
N/A
$83,890 per Acre
Non -Residential Property
N/A
$83,890 per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property Each Fiscal Year, prior to the Transition Year, each Assessor's Parcel of Approved Property, Undeveloped Property, and Provisional Exempt Property shall be subject to an Assigned Annual Special Tax A. The Assigned Annual Special Tax A rate for an Assessor's Parcel classified as Approved Property, Undeveloped Property, or Provisional Exempt Property shall be determined pursuant to Table 2 below.

TABLE 2

ASSIGNED ANNUAL SPECIAL TAX RATES

FOR APPROVED PROPERTY, UNDEVELOPED PROPERTY,

AND PROVISIONAL EXEMPT PROPERTY
FISCAL YEAR 2024-25
Assigned Special Tax A
$83,890 per Acre

3. Increase in the Assigned Annual Special Tax A
On each July 1, commencing July 1, 2025, the Assigned Annual Special Tax A for any Assessor's Parcel of Taxable Property shall be increased by an amount equal to two percent (2.0%) of the amount in effect for the previous Fiscal Year.

4. Assianed Annual Special Tax A at Transition Year
For the Transition Year and each Fiscal Year thereafter, the Assigned Annual Special Tax A for all Taxable Property shall be $0.00. Notwithstanding the forgoing, if there are delinquent Special Tax A taxes on a Parcel, such delinquent Special Tax A taxes will continue to constitute a lien against the Parcel until they are collected.

SECTION E

BACKUP ANNUAL SPECIAL TAX A
At the time a Final Map is recorded, the CFD Administrator shall determine the Backup Annual Special Tax A for all Assessor's Parcels classified or reasonably expected to be classified as Residential B-7

Property within such Final Map by multiplying the Maximum Special Tax A rate for Undeveloped Property by the total Acreage of Taxable Property, excluding the Provisional Exempt Property Acreage, Non -Residential Property Acreage, Multifamily Residential Property Acreage and any Acreage reasonably expected to be classified as Exempt Property, and dividing such amount by the total number of such Assessor's Parcels which are classified or reasonably expected to be classified as Residential Property.

The Backup Annual Special Tax A rate for Multifamily Residential Property or Non -Residential Property shall be its Assigned Annual Special Tax A rate.

On each July 1, commencing July 1, 2024, the Backup Annual Special Tax A shall be increased by an amount equal to two percent (2.0%) of the amount in effect for the previous Fiscal Year.

Notwithstanding the foregoing, if Assessor's Parcels which are classified or to be classified as Residential Property, Non -Residential Property or Multifamily Property are subsequently changed by recordation of a lot line adjustment, Final Map amendment, new Final Map or similar instrument, then the Backup Annual Special Tax A shall be recalculated within the area that has been changed to equal the amount of Backup Annual Special Tax A that would have been generated if such change did not take place.

SECTION F

METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX A
Commencing Fiscal Year 2024-25 and for each subsequent Fiscal Year, the Board of Directors shall levy the Annual Special Tax A in accordance with the following steps:

Step One: The Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Annual Special Tax A rates in Table 1 to satisfy the Special Tax A Requirement.

Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the applicable Maximum Annual Special Tax A to satisfy the Special Tax A Requirement.

Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Maximum Annual Special Tax A for Undeveloped Property applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.

Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, the Annual Special Tax A on each Assessor's Parcel of Developed Property for which the Maximum Special Tax A is the Backup Annual Special Tax A shall be increased Proportionately from the Assigned Annual Special Tax A up to 100% of the Backup Annual Special Tax A as needed to satisfy the Special Tax A Requirement.

Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Provisional Exempt Property up to 100% of the Maximum Annual Special Tax A applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.

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Notwithstanding the foregoing, pursuant to Section 53321 (d) of the Act, the Special Tax A levied against an Assessor's Parcel used for private residential purposes shall under no circumstances increase more than ten (10%) as a consequence of delinquency of default by the owner of any other Assessor's Parcel or Assessor's Parcels and shall, in no event, exceed the Maximum Special Tax A in effect for the Fiscal Year in which the Special Tax A is being levied.

SECTION G

PREPAYMENT OF SPECIAL TAX A
The following definitions apply to this Section G:
"Business Day" means days Temecula City Hall is open for business. "CFD Public Facilities Amount" means $13,486,000 expressed in 2024 dollars, which shall increase by the Construction Inflation Index on July 1, 2024, and on each July 1 thereafter, or such lower number as (i) shall be determined by the CFD Administrator as sufficient to provide the Authorized Facilities under the authorized bonding program, or (ii) shall be determined by the Board of Directors concurrently with a covenant that the CFD will not issue any more Bonds. "Construction Inflation Index" means the annual percentage change in the Engineering News - Record Building Cost Index for the City of Los Angeles, measured as of the calendar year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the CFD Administrator that is reasonably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles. "Future Facilities Costs" means the CFD Public Facilities Amount minus (i) Bond proceeds deposited in an Improvement Fund and (ii) other amounts (proceeds of the levy of Special Tax A, interest earnings, etc.) held in an Improvement Fund that were available to fund such CFD Public Facilities Amount prior to the date of prepayment.
"Improvement Fund" means any fund or account established under an Indenture to hold funds which were or continue to be available for expenditure to pay costs of Authorized Facilities and any fund or account established prior to the issuance of Bonds for such purpose. "Outstanding Bonds" means the principal amount of all previously issued Bonds which will remain outstanding after the payment from the amount of any Special Tax A that has therefore been levied, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax A.

Prepayment in Full
The Special Tax A obligation may be prepaid and permanently satisfied for (i) Assessor's Parcels of Developed Property, (ii) Assessor's Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved or Undeveloped Property for which a Building Permit has not been issued, and (iv) Assessor's Parcels of Provisional Exempt Property that are not Exempt Property pursuant to Section P. The Special Tax A obligation applicable to an Assessor's Parcel may be fully prepaid and the obligation to pay the Special Tax A for such Assessor's Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there is no delinquent Special Tax A with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax A obligation for such Assessor's Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non- refundable deposit determined by the CFD Administrator to cover the cost to be incurred for the CFD i •

in calculating the Prepayment Amount (as defined below) for the Assessor's Parcel. Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor's Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Outstanding Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount (defined below) shall be calculated as follows (capitalized terms are defined below):

Bond Redemption Amount
plus
Redemption Premium
plus
Future Facilities Amount
plus
Defeasance Amount
plus
Administrative Fees and Expenses
less
Reserve Fund Credit
Equals:

Prepayment Amount
The Prepayment Amount shall be determined by the CFD Administrator as of the proposed prepayment date as follows:

Confirm that no Special Tax A delinquencies apply to such Assessor's Parcel.

2. For Developed Property, compute the Maximum Special Tax A for the Assessor's Parcel. For Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor's Parcel. For Approved Property or Undeveloped Property for which a Building Permit has not been issued or Provisional Exempt Property, compute the Maximum Special Tax A for the Assessor's Parcel.

3. Divide the Maximum Special Tax A derived pursuant to paragraph 2 by the total amount of Special Tax A that could be levied on all Taxable Property based on the applicable Maximum Special Tax A, including for Approved Property or Undeveloped Property for which a Building Permit has been issued, the Maximum Special Tax A for the Assessor's Parcel as though it was already designated as Developed Property. The calculation of the total amount of Maximum Special Tax A shall exclude Assessor's Parcels for which the Special Tax A obligation has been previously prepaid in full or the portion thereof that has been previously prepaid in part.

4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the "Bond Redemption Amount").

5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium").

6. Determine the Future Facilities Costs.

7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor's Parcel (the "Future Facilities Amount").

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8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments.

9. Determine the Special Tax A levied on the Assessor's Parcel in the current Fiscal Year which have not yet been paid.

10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the "Defeasance Amount").

12. Verify the administrative fees and expenses of the CFD, including the cost of computation of the Prepayment Amount not funded from the deposit, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Special Tax A obligation for the Assessor's Parcel and the redemption of Outstanding Bonds (the "Administrative Fees and Expenses").

13. The reserve fund credit (the "Reserve Fund Credit") shall equal the lesser of:
(a) the expected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit.

15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Improvement Fund. The Administrative Fees and Expenses shall be retained by the CFD to be used for payment thereof.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax A prepayments of Outstanding Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year's Special Tax A levy as determined pursuant to paragraph 9 above, if applicable and possible, the CFD Administrator shall remove the current Fiscal B-11

Year's Special Tax A levy for the Assessor's Parcel from the County tax roll. With respect to any Assessor's Parcel for which the Special Tax A obligation is prepaid, the Board of Directors shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Tax A obligation and the release of the lien securing the payment of Special Tax A for the Assessor's Parcel, and the obligation to pay the Special Tax A for such Assessor's Parcel shall cease.

Notwithstanding the foregoing, no Special Tax A prepayment (whether in full pursuant to this Section G or in part pursuant to Section H below) shall be allowed unless the amount of Maximum Special Tax A that may be levied on all Assessor's Parcels of Taxable Property, excluding all Provisional Exempt Property and all Assessor's Parcels with delinquent Special Taxes, after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses, all as determined by the CFD Administrator.

Tenders of Bonds in prepayment of the Maximum Special Tax A obligation may be accepted upon the terms and conditions established by the Board of Directors pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case -by -case basis as specifically approved by the Board of Directors.

SECTION H

PARTIAL PREPAYMENT OF SPECIAL TAX A
The Special Tax A obligation for an Assessor's Parcel of Developed Property, Approved Property or Undeveloped Property may be partially prepaid. For purposes of determining the partial prepayment amount, the provisions of Section G shall be modified as provided by the following formula:

PP = ((PE —A) x F) + A
These terms have the following meaning:

PP = Partial Prepayment
PE = the Prepayment Amount calculated according to Section G F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum Special Tax A obligation
A = the Administrative Fees and Expenses determined pursuant to Section G The owner of an Assessor's Parcel who desires to partially prepay the Special Tax A obligation for the Assessor's Parcel shall notify the CFD Administrator of (i) such owner's intent to partially prepay the Maximum Special Tax A obligation, and (ii) the percentage of the Maximum Special Tax A obligation such owner wishes to prepay. Within 5 Business Days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 Business Days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment for the Assessor's Parcel. A Partial Prepayment must be made not less than 60 days prior to the redemption date for any Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment.

With respect to any Assessor's Parcel for which the Maximum Special Tax A obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment as provided in Paragraph 15 of Section G and (ii) indicate in the records of the CFD that there has been a Partial Prepayment for the Assessor's Parcel and that a portion of the Special Tax A obligation equal to the remaining percentage (1.00 - F) of Special Tax A obligation will continue to be levied on the Assessor's Parcel pursuant to Section F.

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SECTION I

MAXIMUM SPECIAL TAX B
Developed Property
Maximum Special Tax B
Each Fiscal Year, each Assessor's Parcel of Residential Property, Multifamily Residential Property, or Non -Residential Property shall be subject to a Maximum Annual Special Tax B.

The Maximum Annual Special Tax B applicable to an Assessor's Parcel of Developed Property shall be determined using the table below.

TABLE 3

MAXIMUM SPECIAL TAX B RATES

FOR DEVELOPED PROPERTY
FISCAL YEAR 2024-25
Land Use Type
Maximum Special Tax B
Residential Property
$420 per Unit
Multifamily Residential Property
$8,904 per Acre
Non -Residential Property—$8,904
per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax B shall be levied on Approved Property, Undeveloped Property, and Provisional Exempt Property.

3. Increase in the Maximum Special Tax B
On each July 1, commencing July 1, 2025, the Maximum Special Tax B shall be increased by an amount equal to five and six -tenths percent (5.6%) of the amount in effect for the previous Fiscal Year.

4. Maximum Special Tax B at Transition Year
For the Transition Year and each Fiscal Year thereafter, the Maximum Special Tax B for any Assessor's Parcel of Developed Property shall be $0.00.

SECTION J

METHOD OF APPORTIONMENT OF THE SPECIAL TAX B
Commencing with Fiscal Year 2024-25 and for each following Fiscal Year, the Authority shall levy the Special Tax B at up to 100% of the applicable Maximum Special Tax B, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax B equals the Special Tax B Requirement.

Notwithstanding the foregoing, pursuant to Section 53321 (d) of the Act, the Special Tax B levied against an Assessor's Parcel used for private residential purposes shall under no circumstances increase more than ten (10%) as a consequence of delinquency of default by the owner of any other Assessor's Parcel or Assessor's Parcels and shall, in no event, exceed the Maximum Special Tax B in effect for the Fiscal Year in which the Special Tax B is being levied.

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SECTION K

PREPAYMENT OF SPECIAL TAX B
No prepayments of Special Tax B are permitted.

SECTION L

MAXIMUM SPECIAL TAX C
Developed Property
Maximum Special Tax C
For the Transition Year and each Fiscal Year thereafter, each Assessor's Parcel of Residential Property, Multifamily Residential Property, or Non -Residential Property shall be subject to a Maximum Special Tax C.

The Maximum Special Tax C applicable to an Assessor's Parcel of Developed Property shall be determined using the table below.

TABLE 4

MAXIMUM SPECIAL TAX C RATES

FOR DEVELOPED PROPERTY
FISCAL YEAR 2024-25
Land Use Type
Maximum Special Tax C
Residential Property
$785 per Unit
Multifamily Residential Property
$16,641 per Acre
Non -Residential Property
$16,641 per Acre

2. Approved Property, Undeveloped Property and Provisional Exempt Property No Special Tax C shall be levied on Approved Property, Undeveloped Property, and Provisional Exempt Property.

3. Increase in the Maximum Special Tax C
On each July 1, commencing July 1, 2025, the Maximum Special Tax C shall be increased by an amount equal to five and six -tenths percent (5.6%) of the amount in effect for the previous Fiscal Year.

SECTION M

METHOD OF APPORTIONMENT OF THE SPECIAL TAX C
For the Transition Year and each Fiscal Year thereafter, the Authority shall levy the Special Tax C at up to 100% of the applicable Maximum Special Tax C, Proportionately on each Assessor's Parcel of Developed Property until the amount of Special Tax C equals the Special Tax C Requirement.

Notwithstanding the foregoing, pursuant to Section 53321 (d) of the Act, the Special Tax C levied against an Assessor's Parcel used for private residential purposes shall under no circumstances increase more than ten (10%) as a consequence of delinquency of default by the owner of any other Assessor's Parcel or Assessor's Parcels and shall, in no event, exceed the Maximum Special Tax C in effect for the Fiscal Year in which the Special Tax C is being levied.

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SECTION N

PREPAYMENT OF SPECIAL TAX C
No prepayments of Special Tax C are permitted.

SECTION O

TERM OF THE SPECIAL TAX A, SPECIAL TAX B, AND SPECIAL TAX C For each Fiscal Year that any Bonds are outstanding the Special Tax A shall be levied on all Assessor's Parcels subject to the Special Tax A. If any delinquent Annual Special Tax A amounts remain uncollected prior to or after the Transition Year, the Special Tax A may be levied to the extent necessary to reimburse CFD 23-02 for uncollected Annual Special Tax A amounts associated with the levy of such Special Tax A amounts, but not later than the 2064-65 Fiscal Year.

Prior to the Transition Year, Special Tax B shall be levied as long as the Authorized Services are being provided. Special Tax B shall not be levied during or after the Transition Year.

For the Transition Year and each Fiscal Year thereafter, Special Tax C shall be levied in perpetuity as long as the Authorized Services are being provided.

SECTION P

EXEMPT PROPERTY
The CFD Administrator shall classify as Exempt Property (i) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor's Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor's Parcels which are owned by, irrevocably offered for dedication, encumbered by or which make use as a dwelling unit, or otherwise, infeasible by a homeowners' association, (iv) Assessor's Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor's Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) other types of public uses determined by the CFD Administrator. The CFD Administrator shall classify such Assessor's Parcels as Exempt Property in the chronological order in which property becomes Exempt.

Notwithstanding the foregoing, the CFD Administrator for purposes of levying the Special Tax shall not, except for any Assessor's Parcel on which the Special Tax cannot be levied pursuant to the Mello -Roos Act, classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property to less than the Acreage amounts listed in Table 5 below. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than the Acreage amounts listed in Table 5 will be classified as Provisional Exempt Property, and will be subject to the levy of Special Tax pursuant to Step Five in Section F.

No Special Tax shall be levied on any Assessor's Parcel in any Fiscal Year in which such Assessor's Parcel is classified as Exempt Welfare Exemption Property.

TABLE 5

MINIMUM TAXABLE ACRES
Acres

11.18 B-15

SECTION Q

APPEALS AND INTERPRETATIONS
Any property owner claiming that the amount or application of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C is not correct may file a written notice of appeal with the CFD Administrator not later than twelve months after having paid the first installment of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C that is disputed. The CFD Administrator shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C in dispute and rule on the appeal. If the CFD Administrator's decision requires that the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C for an Assessor's Parcel be modified or changed in favor of the property owner, a cash refund shall not be made (except for the last year of levy in the case of the Annual Special Tax A), but an adjustment shall be made to the Annual Special Tax A, Annual Special Tax B, or Annual Special Tax C on that Assessor's Parcel in the subsequent Fiscal Year(s).

The Board of Directors may interpret this Rate and Method of Apportionment of Special Tax for purposes of clarifying any ambiguity or to correct or supplement any defective or inconsistent provision hereof.

SECTION R

MANNER OF COLLECTION
The Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD 23-02 may collect the Annual Special Tax A, Annual Special Tax B, and Annual Special Tax C at a different time or in a different manner if necessary to meet its financial obligations.

B-16

EXHIBIT C

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-02
(PRADO)

NOTICE OF PUBLIC HEARING
Notice is hereby given that the Board of Directors of the Temecula Public Financing Authority will conduct a public hearing on Tuesday, February 27, 2024 at 6:00 p.m. or as soon thereafter as practicable, in the Temecula City Council chambers located at 41000 Main Street, Temecula, California, to consider the following:

INTENT TO FORM

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO 23-02
(PRADO)
On January 23, 2024, the Board of Director's of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and to Authorize the Levy of Special Taxes Therein — Prado" (the "Resolution of Intention"). Reference is hereby made to the Resolution of Intention on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars.

In the Resolution of Intention, the Board of Directors declared its intention to form the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) to fund costs of certain public improvements and municipal services identified in an exhibit to the Resolution of Intention. The proposed boundaries of the community facilities district were identified, and the Resolution of Intention identified a proposed special tax to be levied on real property to be included in the community facilities district to fund costs of the public improvements and the municipal services, and/or to pay debt service on bonds to be issued, in a principal amount not to exceed $20,000,000, for the community facilities district to finance costs of the public improvements.

In the Resolution of Intention, the Board of Directors provided that the levy of the special tax will be subject to a mailed ballot election among the landowners in the community facilities district. The Board of Directors authorized the Executive Director of the Temecula Public Financing Authority to execute joint community facilities agreements with the City of Temecula, the Temecula Valley Unified School District, the Eastern Municipal Water District and any other public entity that will own and/or operate any of the public improvements, or that will provide any of the services, to be funded by the community facilities district, ordered the Director of Public Works of the City to prepare a report on the community facilities district, and called for a public hearing on the community facilities district. The Resolution of Intention also authorized the Executive Director of the Temecula Public Financing Authority to execute an Acquisition Agreement with Meritage Homes of California, Inc. relative to the construction and financing of improvements authorized to be financed by the community facilities district, in the form on file with the Secretary of the Authority.

At the hearing, the testimony of all interested persons or taxpayers for or against the establishment of the community facilities district, the extent of the community facilities district or the furnishing of specified types of public improvements and services will be heard. Any person interested may file a protest in writing with the Secretary of the Authority. If fifty percent or more of the registered voters, or six registered voters, whichever is more, residing in the territory proposed to be included in the community facilities district, or the owners of one-half or more of the area of land in the territory proposed to be included in the community facilities district and not exempt from the special tax file written protests against the establishment of the community facilities district and the protests are not withdrawn to reduce the value of the protests to less C-1

than a majority, the Board of Directors of the Authority shall take no further action to establish the community facilities district or authorize the special taxes for a period of one year from the date of the decision of the Board of Directors, and if the majority protests of the registered voters or the landowners are only against the furnishing of a type or types of public improvements or services within the community facilities district, or against levying a specified special tax, those types of public improvements or services, or the specified special tax, will be eliminated from the proceedings to form the community facilities district.

Any person interested in these matters is invited to comment either for or against the above item.

If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Board of Directors of the Authority at or prior to the public hearing. /s/ Randi Johl
Secretary, Temecula
lic Financing Authority
C-2

RESOLUTION NO. TPFA 2024-

A RESOLUTION OF THE BOARD OF DIRECTORS OF

THE TEMECULA PUBLIC FINANCING AUTHORITY

DECLARING ITS INTENTION TO INCUR BONDED

INDEBTEDNESS OF THE PROPOSED TEMECULA

PUBLIC FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO.23-02 (PRADO)

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

Section 1. This Board of Directors has this date adopted its Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention to Establish a Community Facilities District and To Authorize the Levy of Special Taxes Therein — Prado," stating its intention to form a community facilities district pursuant to the Mello -Roos Community Facilities Act of 1982 (the "Law"), for the purpose of financing the costs of certain public improvements (the "Facilities"), and the costs of providing certain municipal services.

Section 2. This Board of Directors estimates that in order to finance the Facilities it is necessary to incur bonded indebtedness of the proposed Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) (the "District") in the amount of not to exceed $20,000,000.

Section 3. The bonded indebtedness is proposed to be incurred for the purpose of financing all or a portion of the costs of the Facilities, including costs incidental to or connected with the accomplishment of said purposes and of the financing thereof.

Section 4. This Board of Directors, acting as legislative body for the District, intends to authorize the issuance and sale of bonds in the maximum aggregate principal amount of $20,000,000, bearing interest payable semi-annually or in such other manner as this Board of Directors shall determine, at a rate not to exceed the maximum rate of interest as may be authorized by applicable law at the time of sale of such bonds, and maturing not to exceed forty (40) years from the date of the issuance of said bonds.

Section 5. Tuesday, February 27, 2024, at 6:00 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Board of Directors, City Council Chambers, Temecula City Hall, 41000 Main Street, Temecula, California, be, and the same are hereby appointed and fixed as the time and place when and where this Board of Directors, as legislative body for the District, will conduct a public hearing on the proposed debt issue and consider and finally determine whether the public interest, convenience and necessity require the issuance of bonds of the Authority for the District.

Section 6. The Secretary is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper of general circulation circulated within the District.

The publication of said notice shall be completed at least seven (7) days before the date herein set for said public hearing. The notice shall be substantially in the form of Exhibit A hereto.

Section 7. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 23rd day of January, 2024.

James Stewart, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

I_ : W: I :T97_11 to] 07L1aL10.1a C�
ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

EXHIBIT A

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 23-02
(PRADO)

INTENT TO INCUR INDEBTEDNESS

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO 23-02
(PRADO)
On January 23, 2024, the Board of Directors of the Temecula Public Financing Authority adopted a Resolution entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority Declaring Its Intention To Incur Bonded Indebtedness of the Proposed Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado)" (the "Resolution of Intention to Incur Indebtedness"). Reference is hereby made to the Resolution of Intention to Incur Indebtedness on file in the office of the Secretary of the Temecula Public Financing Authority for further particulars.

In the Resolution of Intention to Incur Indebtedness, the Board of Directors declared its intention to authorize the issuance and sale of bonds in the maximum principal amount of $20,000,000 for the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) to finance costs of certain public improvements. The testimony of all interested persons, including all persons owning property in the area included in the proposed community facilities district, for or against the proposed debt issuance will be heard at the public hearing.

Any person interested in these matters is invited to attend and present testimony either for or against the above item. If you challenge the proposed action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice or in written correspondence delivered to the Board of Directors at or prior to the public hearing. s/ Randi Johl
Secretary, Temecula
Public Financing Authority
A-1

RESOLUTION NO.2024-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF TEMECULA APPROVING A JOINT COMMUNITY

FACILITIES AGREEMENT RELATING TO THE

FINANCING OF PUBLIC IMPROVEMENTS AND

MUNICIPAL SERVICES, AND IMPLEMENTATION OF AN
ACQUISITION AGREEMENT — CFD 23-02 (PRADO)

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

Section 1. The Board of Directors of the Temecula Public Financing Authority (the "Authority") is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) (the "CFD") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), and the Authority intends to issue bonds of the Authority for the CFD (the "Bonds") in order to finance, among other improvements, the costs of public improvements (the "Improvements") to be owned and/or operated by the City of Temecula (the "City") described in the proceedings to form the CFD.

Section 2. The CFD is also expected to be authorized to fund certain maintenance services (the "Services") described in the proceedings to form the CFD.

Section 3. In order to enable the CFD to finance the Improvements and the Services, Section 53316.2 of the California Government Code requires that the City and the Authority enter into a joint community facilities agreement prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds, with respect to the portion of the Improvements to be owned or operated, and with respect to the Services to be provided, by the City for the CFD.

Section 4. A form of joint community facilities agreement, by and between the City and the Authority relating to the Improvements to be owned or operated by the City, and with respect to the Services to be provided by the City for the CFD (the "Joint Community Facilities Agreement") has been filed with the City Clerk.

Section 5. The City Council, with the assistance of City staff, has reviewed the Joint Community Facilities Agreement, and the City Council now desires to approve the Joint Community Facilities Agreement and direct its execution and delivery.

Section 6. The Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with of the developer of the land in the CFD, whereby developer will construct some of the Improvements to be acquired with the proceeds of the Bonds.

Section 7. The implementation of the Acquisition Agreement will involve actions by the Director of Public Works of the City and certain other City officials, and the City Council now desires to authorize City officials to assist in the implementation of the Acquisition Agreement.

Section 8. The City Council hereby approves the Joint Community Facilities Agreement in the form on file with the City Clerk, and hereby authorizes and directs the City Manager to execute and deliver the Joint Community Facilities Agreement in such form together with any changes therein deemed advisable by the City Manager upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the City Manager of the Joint Community Facilities Agreement. The City Council hereby declares that the Joint Community Facilities Agreement will be beneficial to the residents residing within the boundaries of the City.

Section 9. The City Council hereby authorizes the Director of Public Works and all other appropriate officials of the City to assist the Authority in the implementation of the Acquisition Agreement, and to perform those functions described in the Acquisition Agreement as to be performed by officials of the City.

Section 10. The Mayor, City Manager, Director of Finance, the Director of Public Works and City Clerk, and all other officers of the City, are hereby authorized and directed to take all actions and do all things necessary or desirable hereunder to implement the Joint Community Facilities Agreement and to assist the Authority in implementing the Acquisition Agreement, including but not limited to the execution and delivery of any and all agreements, certificates, documents and other instruments which they, or any of them, deem necessary or desirable and not inconsistent with the purposes of this Resolution and such agreements.

Section 11. This Resolution shall take effect upon its adoption.

PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula Public Financing Authority this 23rd day of January, 2024.

James Stewart, Chair
ATTEST:

Randi Johl, Secretary
[SEAL]

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss

AYES: BOARD MEMBERS:

NOES: BOARD MEMBERS:

I_ : W: I :T97_11 to] 07L1aL10.1a C�
ABSENT: BOARD MEMBERS:

Randi Johl, Secretary

Quint & 1 himmig LLP
11/8/23
11/19/23

PETITION
(Including Waivers)
To Create a Community Facilities District and
With Respect to Related Matters
To the Board of Directors of the
Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
Dear Directors:

This is a petition to create a community facilities district, and with respect to related matters, under Sections 53311 and following of the California Government Code (the "Act"), and the undersigned hereby states as follows:

1. Petitioner. This petition is submitted by the entity identified below (the "Petitioner") as the owner of the parcels of land identified below (the "Land"). By submitting this petition, the Petitioner represents to the Temecula Public Financing Authority (the "Authority") that it is the sole owner of the Land, and that the person executing this Petition is authorized to execute it for the Petitioner.

2. Proceedings Requested. The Petitioner hereby asks that the Board of Directors of the Authority undertake proceedings under the Act to create a community facilities district to be designated "Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado)" (the "CFD"), to levy special taxes in the CFD and to authorize special tax bonds for the CFD in an amount of not to exceed $20,000,000.

3. Boundaries of CFD. The Petitioner hereby asks that the territory to be included within the boundaries of the CFD include the Land.

4. Purpose of CFD. The Petitioner hereby asks that the CFD be created, the special taxes be levied and the bonds be issued (a) to finance costs of the public improvements and the elimination of liens or payment of indebtedness of any overlapping district identified as the "Facilities" on Exhibit A hereto, and (b) to finance other costs of issuing the special tax bonds and of providing a reserve fund for the bonds. It is also expected that special taxes will be levied to fund costs of the "Municipal Services" identified on Exhibit A.

5. Election. The Petitioner hereby asks that the special election to be held under the Act to authorize the levy of the special taxes and the issuance of the bonds and to establish an appropriations limit for the CFD be consolidated into a single election and that the election be conducted by the Authority and its officials, using mailed or hand -delivered ballots and that such ballots be opened and canvassed and the results certified at the same meeting of the Board of Directors of the Authority as the meeting at which the public hearings on the CFD under the Act are to be held, or as soon thereafter as possible.
20009.24J19212

6. Waivers. To expedite the completion of the proceedings for the formation of the CFD, the Petitioner hereby waives all notices of hearings and all notices of election, applicable waiting periods under the Act for the election and all ballot analysis and arguments for the election. The Petitioner also waives (a) any requirement as to the specific form of the ballot to be used for the election, whether under the California Elections Code or otherwise, and (b) any notice with respect to the special taxes to be levied on property in the CFD otherwise required by California Government Code Section 54930.

This Petition is dated 02ce., e� Sl, , 2023.

The property that is the subject Meritage Homes of California, Inc., of this Petition is identified as a California corporation the Riverside County Assessor
Parcel Nos.:
916-400-051 By:
916-400-052 Aaron Talarico,
916-400-053 Vice President — Land Acquisition
916-400-070 and Forward Planning
The address to which a ballot for the CFD election
may be sent:

Meritage Homes
5 Peters Canyon Road, Suite 310
Irvine, CA 92606
Attention: Aaron Talarico, Vice President — Land
Acquisition and Forward Planning
-2-

EXHIBIT A

DESCRIPTION OF FACILITIES AND MUNICIPAL SERVICES TO BE FUNDED BY THE CFD

FACILITIES
It is proposed that the CFD be eligible to finance all or a portion of the costs of the following facilities:
• The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), including Temecula Center Drive, Date Street and Ynez Road within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2024-2028.

School improvements to be designated by the Temecula Valley Unified School District, which may include construction of buildings, equipping of school facilities, and acquisition of support and other appurtenances with a useful life of five years or more.

Sewer system and water development improvements to be designated by the Eastern Municipal Water District.

Water facilities to be designated by the Rancho California Water District All or a portion of any amount necessary to eliminate any fixed special assessment liens, or to pay, repay, or defease any obligation to pay or any indebtedness secured by any tax, fee, charge, or assessment levied within the area of the CFD (including, but not limited to the lien of special taxes by the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston), or to pay debt service on any such indebtedness.

A-1

MUNICIPAL SERVICES
It is proposed that the CFD be eligible to fund all or a portion of the costs of the following municipal services:
• Public safety services, including police and fire protection. • Maintenance of parks, and landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the CFD.
• Maintenance of storm drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping.
• Maintenance of street lighting located within or in the vicinity of the CFD, and including decorative lighting and pull box assemblies.
• Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including electrical, LED replacement, maintenance and replacement.
• Graffiti removal from public improvements within and in the area of the CFD.

The CFD may fund any of the following related to the services described above: the funushing of services and materials for the ordinary and usual maintenance, operation and servicing of the improvements, including repair, removal or replacement of all or part of any of the improvements, the furnishing of water for the irrigation and the furnishing of electric current or energy, for any lights or irrigation facilities, obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, obtaining supplies or appurtenant facilities necessary for such maintenance, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses. The CFD may also provide for the reimbursement to the City of Temecula to the extent that the City of Temecula advances funds to pay for any of the foregoing services, and may fund reserves for repairs and replacements and for future expected costs of services. It is expected that the services will be provided by the City of Temecula, either with its own employees or by contract with third parties, or any combination thereof.

The services to be financed by the CFD shall be in addition to those provided in the territory of the CFD before the date of creation of the CFD, and will not supplant services already available within that territory when the CFD is created.

ADMINISTRATIVE EXPENSES
The administrative expenses to be financed by the CFD include the direct and indirect expenses incurred by the Authority and the City in carrying out their respective duties with respect to the CFD (including, but not limited to, the levy and collection of the special taxes) including the fees and expenses of attorneys, any fees of the County of Riverside related to the CFD or the collection of special taxes, an allocable share of the salaries of the Authority and City staff directly related thereto and a proportionate amount of the Authority's and the City's A-2

general administrative overhead related thereto, any amounts paid by the Authority and the City from its respective general fund with respect to the CFD or the facilities and services authorized to be financed by the CFD, and expenses incurred by the Authority and the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the Authority and City in any way related to the CFD.

OTHER
The CFD may also finance any of the following:

1. Bond related expenses, including underwriters discount, appraisal and price point study costs, reserve fund, capitalized interest, bond and disclosure counsel fees and expenses, landowner counsel fees and expenses, and all other incidental expenses related to any special tax bonds (the "Bonds") issued for the CFD.

2. Administrative fees of the Authority, the City of Temecula and the Bond trustee or fiscal agent related to the CFD and the Bonds.

3. Reimbursement of costs related to the formation of the CFD advanced by the Authority, the City of Temecula, any landowner in the CFD, or any party related to any of the foregoing, as well as reimbursement of any costs advanced by the Authority, the City of Temecula, any landowner in the CFD or any party related to any of the foregoing, for facilities, fees or other purposes or costs of the CFD.

A-3

Quint & Thimmig LLP 12 / 8 / 23
1/2/24
JOINT COMMUNITY FACILITIES AGREEMENT — CITY

TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO.23-02
(PRADO)
This Joint Community Facilities Agreement — City (the "Agreement"), dated for convenience as of January 23, 2024, is by and between the Temecula Public Financing Authority (the "Authority") and the City of Temecula, California (the "Participating Agency").

RECITALS:

WHEREAS, the Authority is undertaking proceedings to form the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado) (the "CFD") pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act"), and the Authority intends to issue bonds of the Authority for the CFD (the 'Bonds") in order to finance various public improvements to be acquired and constructed in the City of Temecula; and WHEREAS, the improvements to be financed with the proceeds of the Bonds may include the improvements described in Attachment A hereto (the "Improvements"), which Attachment is, by this reference, incorporated herein; and WHEREAS, the CFD will also be authorized to finance certain maintenance services (the "Services"), and the Participating Agency is willing to provide the Services to the extent it is reimbursed for the costs thereof by the CFD; and
WHEREAS, some of the Improvements designated as the CFD Designated Facilities on Attachment A (the "CFD Designated Facilities") are to be constructed by Meritage Homes of California, Inc., the owner of the land in the CFD (the "Developer"), and the Authority expects to enter into an Acquisition Agreement (the "Acquisition Agreement") with the Developer, whereby the Authority will use proceeds of the Bonds to acquire the CFD Designated Facilities from the Developer; and
WHEREAS, the parties hereto expect that the Participating Agency will own and operate the CFD Designated Facilities if they comply with the standards and have been completed to the satisfaction of the Participating Agency; and
WHEREAS, the implementation of the Acquisition Agreement will involve actions by officials of the Participating Agency, and the Participating Agency is willing to provide the services of its officials as necessary to implement the provisions of the Acquisition Agreement; and
WHEREAS, the Improvements designated as the City Designated Facilities on Attachment A (the "City Designated Facilities") will be determined, constructed, and owned and operated by the Participating Agency, costs of which will be funded with Bond proceeds; and
WHEREAS, Section 53316.2 of the Act requires that the Authority enter into a joint community facilities agreement with the Participating Agency, prior to the adoption by the Authority of a resolution authorizing the issuance of the Bonds in respect of the Improvements which Improvements are to be financed with the proceeds of the Bonds, and, upon completion, 20009.24:J19207

are to be owned and operated by the Participating Agency, and in respect to the Services to be provided by the Participating Agency; and
WHEREAS the Authority and the Participating Agency now desire to enter into this Agreement to satisfy the requirements of Section 53316.2 of the Act and to memorialize their understanding with respect to the proceeds of the Bonds, the Improvements, the Services and the Acquisition Agreement, all as more particularly set forth below.

NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto do hereby agree as follows:

Section 1. Reservation of Bond Funds. If and when it issues the Bonds, the Authority intends to deposit a portion of the proceeds of the Bonds in an Acquisition Account (the "Acquisition Account") of an Improvement Fund (the "Improvement Fund") for the CFD to be available to finance a portion of the costs incurred in connection with the acquisition and construction of the CFD Designated Facilities, and to deposit a portion of the proceeds of the Bonds to a City Account (the "City Account") of the Improvement Fund to finance costs of the City Designated Facilities. Amounts in the Improvement Fund, including in the accounts therein, together with any investment earnings thereon, shall be held in the Improvement Fund for the sole and exclusive benefit of the CFD, and such amount shall in no way be pledged as security for the Bonds.

Other than the funds described in the preceding paragraph, the Authority shall have no obligation to pay for any of the costs of the Improvements, including but not limited to any costs of planning, acquisition, construction, installation or inspection of the Improvements. Any costs of the CFD Designated Facilities listed in Attachment A hereto in excess of the proceeds of the Bonds in the Acquisition Account and any earnings thereon while in the Acquisition Account available to pay such costs will be paid by or on behalf of the Developer. Any costs of the City Designated Facilities in excess of the proceeds of the Bonds in the City Account and any earnings thereon while in the City Account available to pay such costs will be paid by the Participating Agency.

The Participating Agency shall provide a credit against its development impact fees and Quimby Act fees (together, the "City Development Fees") otherwise payable with respect to the construction of residential dwelling units in the territory of the CFD, on a dollar for dollar basis, equal to amounts disbursed to the Participating Agency from the City Account.

In the event that the Developer, prior to the issuance of the Bonds pays to the City either a public facility contribution in the amount of $665,000 (the "Developer Contribution") or any of the City Development Fees, or prepays in full the special taxes on any property in the CFD authorized to be levied by the Authority for its Community Facilities District No. 01-2 (Harveston) (the "Special Tax Prepayment"), the Authority shall, following the issuance of the Bonds, rebate to the Developer an amount equal to the lesser of (a) the aggregate of the Developer Contribution, the City Development Fees and the Special Tax Prepayment so paid, or (b) the amount deposited from the Bond proceeds to the Acquisition Account plus the amount to be rebated in respect of the Special Tax Prepayment that is funded with proceeds of the Bonds. Any such payment to the Developer shall be made upon the written request of the Developer setting forth the amounts to be rebated, and shall be made solely from (i) proceeds of annual special taxes levied on property in the CFD after providing for Bond debt service and CFD administrative expenses, or (ii) the proceeds of the Bonds to the extent approved by bond counsel to the Authority, in any event without interest. -2-

Section 2. Construction of Improvements. (a) The CFD Designated Facilities have been or will be constructed pursuant to plans and specifications approved by the Participating Agency. The Participating Agency shall not have any liability whatsoever in respect of any work performed in connection with the CFD Designated Facilities; provided that this sentence shall in no way limit any rights the Participating Agency may have against any persons or entities in respect of the acquisition or construction of the CFD Designated Facilities once the Participating Agency accepts title to and control over the CFD Designated Facilities.

To the extent that the Participating Agency incurs expenses incident to reviewing and approving design plans and specifications, conducting construction field inspections and otherwise in connection with the design, construction and acceptance of the CFD Designated Facilities, such expenses may be reimbursed to the Participating Agency upon presentation of invoices as to the nature and amount of such costs and expenses, from available amounts in the Acquisition Account, or if there are no such available funds, then from one of the owners of the land in the CFD (as may be required in any applicable subdivision improvement agreements pertaining thereto) or from any other legally available funds. (b) The Participating Agency (i) shall determine the specific City Designated Facilities to be funded in whole or in part with funds in the City Account, each of which shall have a useful life of five years or longer, shall be owned by the Participating Agency or a governmental entity (other than the federal government) in which no nongovernmental entity (or the federal government) has any special legal entitlements; (ii) shall proceed with due diligence to complete the improvements and to pay costs thereof from amounts in the City Account within three years of the date of issuance of the Bonds; and (iii) reasonably expects to draw and expend all amounts in the City Account within three years of the date of issuance of the Bonds. The Participating Agency shall be responsible for the construction of the City Designated Facilities, cost of which shall be paid from amounts in the City Account or from other lawfully available funds of the Participating Agency.

Section 3. Inspection and Acceptance; Ownership. (a) The Participating Agency shall cause inspections to be made during the construction of the CFD Designated Facilities in accordance with its customary procedures for construction projects of a similar nature. Upon completion of construction of the CFD Designated Facilities to the satisfaction of the Participating Agency, the Participating Agency shall accept dedication of the CFD Designated Facilities in accordance with its customary procedures, and shall accept ownership, and responsibility for operation of the CFD Designated Facilities conditioned upon the passage to the Participating Agency of fee title clear of all encumbrances and easements not otherwise acceptable to the Participating Agency in its sole discretion. The Participating Agency shall have no responsibility with respect to the ownership or operation of the CFD Designated Facilities unless and until construction has been completed to the satisfaction of the Participating Agency. The Authority shall have no obligation to at any time own or operate any of the CFD Designated Facilities.
(b) The Participating Agency shall own all of the City Designated Facilities during their construction and upon their completion. The Authority shall have no obligation to at any time own or operate any of the City Designated Facilities.
(c) The Participating Agency shall not sell or lease all or any portion of the Improvements, or grant any special legal entitlements to any of the Improvements, that would cause the Authority to be in breach of its covenants related to the tax-exempt status of the interest on the Bonds.
-3-

Section 4. Provision of Services. The Participating Agency hereby agrees to provide, or cause to be provided, the Services authorized to be financed by the CFD and otherwise identified in Attachment A hereto, but only to the extent and so long as proceeds of special taxes levied in the CFD are made available to the Participating Agency for such purpose.

Section 5. Assistance with Acquisition Agreement. The Participating Agency hereby agrees to assist the Authority in connection with the implementation of the Acquisition Agreement by making its Director of Public Works and other officials available for the purposes, on the terms and as otherwise provided for in the Acquisition Agreement with respect to any actions to be performed by Participating Agency officials under the Acquisition Agreement.

Section 6. Limited Obligations. All obligations of the Authority under and pursuant to this Agreement shall be limited (a) with respect to the Improvements, to the amounts on deposit in the Acquisition Account and the City Account of the Improvement Fund and described in Section 1 above, and (b) with respect to the Services, to the proceeds of special taxes levied in the CFD for such purpose and otherwise collected from the property owners in the CFD. No Boardmember, officer or employee of the Authority shall in any event be personally liable hereunder.

The sole obligation of the Participating Agency hereunder with respect to the CFD Designated Facilities shall be to inspect and accept the CFD Designated Facilities as described above, and as otherwise provided in Section 3(c) above. The Participating Agency shall have no responsibility or obligation with respect to the CFD Designated Facilities for any action occurring prior to acceptance by the Participating Agency. If, for any reason whatsoever, there are insufficient funds to complete the CFD Designated Facilities or any portion thereof, the Participating Agency shall have no obligation under this Agreement to fund any such shortfall.

The sole obligation of the Participating Agency with respect to the City Designated Improvements shall be as set forth in Sections 2(b) and 3(b) and (c) above.

The sole obligation of the Participating Agency hereunder with respect to the Services shall be to provide all or such portion of the Services as the Participating Agency shall determine can be provided for in respect of any special tax revenue from the CFD made available to the Participating Agency for such purpose.

The sole obligation of the Participating Agency hereunder with respect to the Acquisition Agreement shall be to make available officials of the Participating Agency specifically referenced in, and for the tasks specifically to be undertaken by such officials under the terms of, the Acquisition Agreement.

If the Participating Agency shall fail to perform any of its obligations hereunder, the sole remedy of the Authority shall be the commencement of an action in the Superior Court for specific performance by the Participating Agency of such obligations.

Section 7. Termination. Notwithstanding any other provision of this Agreement, this Agreement shall cease to be effective and shall terminate if the Bonds are not issued by December 31, 2033. If not earlier terminated pursuant to the preceding sentence, this Agreement shall terminate: (a) as to the Improvements, upon acceptance of the ownership and operation of the CFD Designated Facilities by the Participating Agency, and disbursement of all amounts from the Improvement Fund to pay costs of the Improvements, and (b) as to the Services, when the special taxes are no longer levied on the property owners in the CFD. -4-

Section 8. No Obligation to Form CFD; Agreement of Benefit to Residents. The provisions of this Agreement shall in no way obligate the Authority to form the CFD or to issue the Bonds. Notwithstanding the foregoing, by their respective execution of this Agreement, the Authority and the Participating Agency each declare that this Agreement is beneficial to the residents within the jurisdiction of their respective entities in assuring the provision of financing for a portion of the costs of the Improvements and the Services in furtherance of the purposes of the Act.

Section 9. Partial Invalidity. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

Section 11. Beneficiaries. This Agreement is for the benefit of the Authority and the Participating Agency and their successors and assigns, and no other person or entity shall be deemed to be a beneficiary hereof or have an interest herein; provided, however, that notwithstanding the foregoing Meritage Homes of California, Inc. is a third party beneficiary of the third and fourth paragraphs of Section 1 above and shall have the right to enforce such provision against the Authority and Participating Agency, but solely by an action for specific performance.

Section 12. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. -5-

**********
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written alongside their signature below.
20009.24:J19207
CITY OF TEMECULA (the "Participating
Agency")
By:

Aaron Adams,
City Manager

TEMECULA PUBLIC FINANCING
AUTHORITY (the "Authority")
By:

Aaron Adams,
Executive Director
[signature page to CFD 23-02 - Joint Community Facilities Agreement - City] S-1

ATTACHMENT A

DESCRIPTION OF THE IMPROVEMENTS
CFD Designated Facilities
The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), including Temecula Center Drive, Date Street and Ynez Road within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs).

The acquisition and installation of traffic signal improvements, including traffic signal interconnection and video surveillance systems, at the intersection of Ynez Road and Temecula Center Drive.
• Landscaping improvements in the public right of way along or in the vicinity of Temecula Center Drive, Date Street and Ynez Road, including related appurtenances.

City Designated Facilities
• Capital improvements included in the City of Temecula's adopted Capital Improvement Program for Fiscal Years 2024-2028.

DESCRIPTION OF THE SERVICES
• Public safety services, including police and fire protection. • Maintenance of parks, and landscaping in public areas, public easements and public right of way in or near the area of the CFD, such maintenance to include but not be limited to maintenance of planting areas, trees, bioretention filters, multipurpose trails, and the furnishing of water for irrigation.
• Maintenance of public signage in or near the CFD.
• Maintenance of storm drainage systems within or serving the area of the CFD, and including storm drain pipes, culverts, detention/desilting basins, manholes, catch basins and drop inlets, cleanout of storm drains and catch basin cleaning and inspection. • Maintenance of sidewalks, streets and roadways within or in the vicinity of the area of the CFD, and including slurry, overlay, curbs and gutters, curb ramps, striping and street sweeping. • Maintenance of street lighting located within or in the vicinity of the CFD, and including decorative lighting and pull box assemblies.
• Maintenance of traffic signals, and traffic interconnection and video surveillance systems, within and in the vicinity of the CFD, and including electrical, LED replacement, maintenance and replacement.
• Graffiti removal from public improvements within and in the area of the CFD.

A-1

Quint & Thimmig LLP
1/9/24

ACQUISITION AGREEMENT
by and between the

TEMECULA PUBLIC FINANCING AUTHORITY
and
MERITAGE HOMES OF CALIFORNIA, INC.
dated as of January 23, 2024
relating to:

Temecula Public Financing Authority
Community Facilities District No. 23-02
(Prado)
20009.24:J19203

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS
Section1.01. Definitions......................................................................................................................................................... 1

ARTICLE II

RECITALS
Section2.01.

The CFD............................................................................................................................................................. 3 Section2.02.

The Development............................................................................................................................................. 4 Section2.03.

The Facilities..................................................................................................................................................... 4 Section2.04.

The Financing................................................................................................................................................... 4 Section2.05.

The Bonds.......................................................................................................................................................... 4 Section 2.06.

No Advantage to Authority Construction................................................................................................... 4 Section2.07.

Agreements....................................................................................................................................................... 4

ARTICLE III

FUNDING
Section3.01.

Authority Proceedings.................................................................................................................................... 4 Section3.02.

Bonds................................................................................................................................................................. 5 Section3.03.

Bond Proceeds.................................................................................................................................................. 5 Section3.04.

Special Taxes..................................................................................................................................................... 5 Section3.05.

Refunding Bonds.............................................................................................................................................. 6 Section 3.06.

Fee Credits and Rebates.................................................................................................................................. 6

ARTICLE IV

CONSTRUCTION OF FACILITIES
Section4.01.

Plans................................................................................................................................................................... 6 Section 4.02.

Construction of Facilities................................................................................................................................ 6 Section 4.03.

Relationship to Public Works; Bidding Requirements............................................................................... 7 Section 4.04.

Independent Contractor; No Joint Venture.................................................................................................. 8 Section 4.05.

Performance and Payment Bonds................................................................................................................. 8 Section 4.06.

Contracts and Change Orders........................................................................................................................ 9 Section4.07.

Time for Completion....................................................................................................................................... 9

ARTICLE V

ACQUISITION AND PAYMENT
Section5.01.

Inspection.......................................................................................................................................................... 9 Section 5.02.

Agreement to Sell and Purchase Facilities................................................................................................... 9 Section5.03.

Payment Requests..........................................................................................................................................10 Section 5.04.

Processing Payment Requests......................................................................................................................10 Section5.05.

Payment...........................................................................................................................................................10 Section 5.06.

Restrictions on Payments..............................................................................................................................11 Section 5.07.

Acquisition of Additional Facilities.............................................................................................................13 Section 5.08.

Defective or Nonconforming Work.............................................................................................................14 Section 5.10.

Right of City to Make Withdrawals From Improvement Fund..............................................................14

ARTICLE VI

OWNERSHIP AND TRANSFER OF FACILITIES
Section 6.01.

Facilities to be Owned by the City — Conveyance of Land and Easements to City..............................14 Section 6.02.

Facilities to be Owned by the City — Title Evidence.................................................................................15 Section 6.03.

Facilities Constructed on Private Lands.....................................................................................................15 Section 6.04.

Facilities Constructed on City Land............................................................................................................15 Section 6.05.

Facilities to be Acquired by Other Public Agencies..................................................................................15 Section 6.06.

Maintenance and Warranties.......................................................................................................................15

ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Section 7.01.

Liability Insurance Requirements................................................................................................................16 Section 7.02.

Responsibility for Damage...........................................................................................................................18 -i-

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.01.

Representations, Covenants and Warranties of RVR...............................................................................19 Section 8.02.

Indemnification and Hold Harmless.......................................................................................................... 21 ARTICLE IX

TERMINATION
Section 9.01.

Termination of Funding Obligations.......................................................................................................... 22 Section9.02.

Mutual Consent.............................................................................................................................................. 22 Section 9.03.

Authority Election for Cause........................................................................................................................ 22 Section9.04.

Force Majeure................................................................................................................................................. 23 Section 9.05.

Survival of Certain Provisions..................................................................................................................... 23 ARTICLE X

MISCELLANEOUS
Section 10.01. Limited Liability of Authority.....................................................................................................................

Section10.02. Excess Costs...................................................................................................................................................

Section10.03. Audit...............................................................................................................................................................

Section10.04. Attorney's Fees..............................................................................................................................................

Section10.05. Notices............................................................................................................................................................

Section10.06. Severability.....................................................................................................................................................

Section 10.07. Successors and Assigns................................................................................................................................

Section10.08. Other Agreements.........................................................................................................................................

Section10.09. Waiver.............................................................................................................................................................

Section10.10. Merger.............................................................................................................................................................

Section10.11. Parties in Interest...........................................................................................................................................

Section10.12. Amendment...................................................................................................................................................

Section10.13. Counterparts..................................................................................................................................................

Section10.14. Governing Law..............................................................................................................................................

Section10.15. Effective Date.................................................................................................................................................

EXHIBIT A DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM THE DEVELOPER

EXHIBIT B FACILITIES AND RELATED BUDGETED COSTS

EXHIBIT C FORM OF PAYMENT REQUEST
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24 25
25 25
25 25
26 26
26 THIS ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated as of January 23, 2024, is by and between (i) the Temecula Public Financing Authority, a joint exercise of powers authority organized and existing under the laws of the State of California (the "Authority"), for and on behalf of the Authority's Community Facilities District No. 23-02 (Prado) (the "CID"), and (ii) Meritage Homes of California, Inc., a California corporation (the "Developer").

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. The following capitalized terms shall have the meanings given to them in this Section 1.01 for purposes of this Acquisition Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings given to them in the Fiscal Agent Agreement (as hereinafter defined). "Acceptable Title" means title to land or interest therein, in form acceptable to the Director of Public Works, which title or interest is free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the Director of Public Works as not interfering with the actual or intended use of the land or interest therein. Notwithstanding the foregoing, an irrevocable offer of dedication may constitute land with an "Acceptable Title" if: (i) such offer is necessary to satisfy a condition to a tentative or final parcel map, (ii) such offer is in a form acceptable to the Director of Public Works, (iii) the Director of Public Works has no reason to believe that such offer of dedication will not be accepted by the applicable public agency, and (iv) the Developer commits in writing not to allow any liens to be imposed on such property prior to its formal acceptance by the applicable public agency.
"Acceptance Date" means the date the City Council of the City (or other public entity which is to own a Facility) takes final action to accept dedication of or transfer of title to a Facility.
"Acquisition Agreement" means this Acquisition Agreement, together with any Supplement hereto.
"Act" means the Mello -Roos Community Facilities Act of 1982, Section 53311 et seq. of the California Government Code, as amended.
"Actual Cost" means the substantiated cost of a Facility, which costs may include: (i) the costs (evidenced by payments to parties unrelated to the Developer, or, in the event that the Developer avails itself of the provisions of Section 4.03(C), determined by reference to the written contract to be entered into with the Developer as referenced in said Section) incurred by the Developer for the construction of such Facility, (ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility and the related costs of design, engineering and environmental evaluations of the Facility, (iii) the fees paid to governmental agencies for obtaining permits, licenses or other governmental approvals for such Facility, (iv) professional costs incurred by the Developer associated with such Facility, such as engineering, architecture, landscape architecture, legal, accounting, inspection, construction staking, materials testing and similar professional services; (v) costs directly related to the construction and / or acquisition of a Facility, such as costs of payment, performance and / or maintenance bonds, and insurance costs related to Facilities (including costs of any title insurance required hereunder, but not including the cost of any insurance described in Section 7.01 of this Acquisition Agreement); -1-

and (vi) the out-of-pocket cost to the Developer of any real property or interest therein that the Developer must acquire from one or more entities that are not Affiliates of the Developer and which acquisition is required for the construction of a Facility and which real property or interest therein is required to be conveyed to the public entity that will own or operate such Facility. Actual Cost may include an amount not in excess of five percent (5%) of the cost described in clause (i) of the preceding sentence in respect of any construction, project management or other similar fee payable to the Developer or any party related thereto. Actual Cost shall not include any financing fees, costs or charges, or any interest, cost of carry or other similar charges.
"Affiliate" means any entity with respect to which fifty percent (50%) or more of the ownership or voting power is held individually or collectively by the Developer and any other entity owned, controlled or under common ownership or control by or with, as applicable, the Developer, and includes the managing member of any entity that is a limited liability company, and includes all general partners of any entity which is a partnership. Control shall mean ownership of fifty percent (50%) or more of the voting power of or ownership interest in the respective entity.
"Authority" means the Temecula Public Financing Authority, a joint exercise of powers agency duly created and existing under the laws of the State. "Bonds" means any bonds issued by the Authority under the Act for the CFD, proceeds of which are deposited to the Improvement Fund to be used to pay costs of the Facilities. "Budgeted Cost" means the estimated cost of a Facility as shown on Exhibit B hereto, as such Exhibit may be revised pursuant to Section 10.12 hereof. "CFD" means the Temecula Public Financing Authority Community Facilities District No. 23-02 (Prado), created by the Board of Directors of the Authority under the Act. "City" means the City of Temecula, California.
"City Attorney" means the attorney, or firm of attorneys, serving in the capacity of City Attorney for the City.
"Conditions of Approval" means the conditions of approvals and mitigation measures imposed in connection with the granting of the land use entitlements for the development of land in the CFD, and any subdivision improvement, development or other agreement with the City relating to the development of the land in the CFD or the installation of the Facilities. "County" means the County of Riverside, California.
"Developer" means Meritage Homes of California, Inc., a California corporation, and its successors and assigns to the extent permitted under Section 10.07 hereof. "Director of Public Works" means the Director of Public Works of the City, or his written designee acting as such under this Acquisition Agreement. "Facilities" means the public facilities described in Exhibit A hereto which are eligible to be financed by the CFD.
"Fiscal Agent" means an entity acting as fiscal agent under a Fiscal Agent Agreement, or any successor thereto acting as fiscal agent under a Fiscal Agent Agreement. -2-

"Fiscal Agent Agreement" means any agreement by that name, between the Authority for the CFD and the Fiscal Agent, providing for, among other matters, the issuance of the Bonds and the establishment of the Improvement Fund, as executed and as it may thereafter amended and supplemented in accordance with its terms.
"Improvement Fund" means (a) prior to the date of issuance of any Bonds, a fund maintained by the Authority into which it will deposit Special Taxes in accordance with section

3.04 hereof; and (b) from and after the issuance of any Bonds, an Acquisition Account within the Improvement Fund established by a Fiscal Agent Agreement. During the period in which the Improvement Fund is to be maintained by the Authority, it may be maintained as a component of any other fund maintained by the Authority and funds therein may be commingled with other Authority funds for investment and safekeeping purposes, so long as the Authority maintains separate records for the amounts deposited thereto, any investment earnings thereon, and any amounts withdrawn therefrom.
"Payment Request" means a document, substantially in the form of Exhibit C hereto, to be used by the Developer in requesting payment of a Purchase Price. "Plans" means the plans, specifications, schedules and related construction contracts for the Facilities approved pursuant to the applicable standards of the City or other entity that will own, operate or maintain the Facilities when completed and acquired. As of the date of this Acquisition Agreement, the City standards for construction incorporate those set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), adopted by Public Works Standards, Inc., as modified by any applicable City Special Provisions. "Purchase Price" means the amount paid by the Authority for a Facility determined in accordance with Article V hereof, being an amount equal to the Actual Cost of such Facility, but subject to the limitations and reductions provided for in Article V. "Risk Manager" shall mean the person acting in the capacity of Risk Manager for the City.
"State" means the State of California.
"Supplement" means a written document amending, supplementing or otherwise modifying this Acquisition Agreement and any exhibit hereto, including any amendments to the list of Facilities in Exhibit B, and / or the addition to Exhibit B of additional Facilities to be financed with the proceeds of the Bonds deposited in the Improvement Fund.

ARTICLE II

RECITALS
Section 2.01. The CFD. The Board of Directors of the Authority is conducting procedures to established the CFD under the Act for the financing of, among other things, the acquisition, construction and installation of public facilities identified in the proceedings to form the CFD, which include the Facilities listed in Exhibit A hereto. Notwithstanding the foregoing, the Authority is not obligated by this Acquisition Agreement or otherwise to form the CFD, as the formation is subject to public hearings, further proceedings of the Board of Directors of the Authority, and a vote of the qualified electors of the CFD. -3-

Section 2.02. The Development. The Developer, together with other entities, is developing land located within the CFD.

Section 2.03. The Facilities. The Facilities are within or in the vicinity of the CFD, and the Authority and the Developer will benefit from a coordinated plan of design, engineering and construction of the Facilities and the development of the land that is located within the CFD. The Developer acknowledges that the inclusion of Facilities in Exhibit A hereto in no way, in itself, obligates the Authority to use any funds in the Improvement Fund to finance the Facilities or implies that the Authority has in any way engaged the Developer to construct the Facilities, except as specifically provided in this Acquisition Agreement. The Facilities which are the subject of acquisition from the Developer under this Acquisition Agreement are only the Facilities listed in Exhibit B hereto, as such Exhibit may be amended and / or supplemented by any Supplement; however, this Acquisition Agreement shall in no way, by itself, obligate the Developer to construct any of the Facilities.

Section 2.04. The Financing. The Developer and the Authority wish to finance the acquisition, construction and installation of some of the Facilities and the payment therefor by entering into this Acquisition Agreement for the acquisition of the Facilities and therefor as shown in Exhibit B hereto (as it may be amended and supplemented) with funds deposited to the Improvement Fund.

Section 2.05. The Bonds. The Authority is proceeding with the authorization and issuance of the first series of the Bonds for the CFD under the Act and the Fiscal Agent Agreement, the proceeds of which Bonds shall be used, in part, to finance the acquisition of all or a portion of the Facilities. The execution by the Authority of this Acquisition Agreement in no way obligates the Authority to issue any Bonds, or the City to acquire any Facilities financed with proceeds of any Bonds issued, except the Facilities listed in Exhibit B hereto which are to be acquired subject to the terms and conditions set forth in this Agreement.

Section 2.06. No Advantage to Authority Construction. The Authority, by its approval of this Acquisition Agreement, has determined that it will obtain no advantage from undertaking the construction by the Authority directly of the Facilities, and that the provisions of this Acquisition Agreement require that any Facilities to be constructed by the Developer be so constructed by the Developer as if they had been constructed under the direction and supervision of the Authority. The Developer hereby represents that it has experience in the supervision of the construction of public facilities of the character of the Facilities.

Section 2.07. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Authority and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein.

ARTICLE III

FUNDING
Section 3.01. Authority Proceedings. The Authority shall conduct all necessary proceedings under the Act for the issuance, sale and delivery of one or more of the Bonds for the CFD; provided, however, that nothing herein shall be construed as requiring the Authority to issue any of the Bonds for the CFD; or, as provided in Section 2.01, to form the CFD. Upon the written request of the Developer, the Developer and the Authority staff shall meet regarding the amount, timing and other material aspects of the Bonds for the CFD, but the legal -4-

proceedings and the principal amount, interest rates, terms and conditions and timing of the sale of the Bonds for the CFD shall be in all respects subject to the approval of the Board of Directors of the Authority.

Section 3.02. Bonds. The Authority shall not be obligated to pay the Purchase Price of the Facilities except from amounts on deposit in the Improvement Fund. The Authority makes no warranty, express or implied, that the proceeds of the Bonds deposited and held in the Improvement Fund, and any investment earnings thereon deposited to the Improvement Fund, will be sufficient for payment of the Purchase Price of all of the Facilities.

The Developer agrees to assist the Authority in the preparation of any disclosure document or continuing disclosure agreement deemed necessary by the Authority to issue the Bonds, including but not limited to the submission of information reasonably requested by the Authority's disclosure counsel, any appraiser or any market absorption consultant in connection with the preparation of disclosure materials for the sale of the Bonds, and the provision of such continuing disclosure obligations, certifications and legal opinions as may be reasonably required by the underwriter of the Bonds.

Section 3.03. Bond Proceeds. The proceeds of each series of the Bonds shall be deposited, held, invested, reinvested and disbursed as provided in the Fiscal Agent Agreement.

A portion of the proceeds of the Bonds will be set aside under the Fiscal Agent Agreement in the Improvement Fund. Moneys in the Improvement Fund shall be withdrawn therefrom in accordance with the provisions of the Fiscal Agent Agreement and the provisions hereof for payment of all or a portion of the costs of construction and / or acquisition of the Facilities, all as herein provided.

The Developer agrees that the Authority alone shall direct the investment of the funds on deposit in the funds and accounts established by or pursuant to the Fiscal Agent Agreement, including the Improvement Fund, and that the Developer has no right whatsoever to direct investments under the Fiscal Agent Agreement. The Authority shall have no responsibility whatsoever to the Developer with respect to any investment of funds made by the Fiscal Agent under the Fiscal Agent Agreement, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Improvement Fund to pay the Purchase Price of Facilities hereunder.

The Developer further acknowledges that the obligation of any owner of real property in the CFD, including the Developer to the extent it owns any real property in the CFD, to pay special taxes levied in the CFD is not in any way dependent on: (i) the availability of amounts in the Improvement Fund to pay for all or any portion of the Facilities hereunder, or (ii) the alleged or actual misconduct of the Authority in the performance of its obligations under this Acquisition Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto or any other agreement to which the Developer and the City or the Authority are signatories.

The Developer acknowledges that any lack of availability of amounts in the Improvement Fund to pay the Purchase Price of Facilities shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for public facilities required by this Acquisition Agreement, the Conditions of Approval or any development or other agreement to which the Developer is a party, or any governmental approval to which the Developer or any land within the CFD is subject.

Section 3.04. Special Taxes. The Authority agrees, when and if the CFD is formed, to levy the Special Taxes on property in the CFD in accordance with the Rate and Method of Apportionment; provided that Special Taxes shall be levied solely on Developed Property (as defined in the Rate and Method of Apportionment) pursuant to Step One in Section F of the -5-

Rate and Method of Apportionment. The Authority agrees to deposit any Special Taxes received by it prior to the issuance of any Bonds, after deducting any Administrative Expenses (as defined in the Rate and Method of Apportionment) theretofore incurred and expected to be incurred in the then Fiscal Year, in the Improvement Fund.

On the date of issuance of the first series of the Bonds, the Authority shall transfer all amounts then held by it in the Improvement Fund maintained by it as described in clause (a) of the definition of "Improvement Fund" in Section 1.01 hereof to the Fiscal Agent for deposit by the Fiscal Agent to the Improvement Fund established under the Fiscal Agent Agreement for such Bonds. Proceeds of Bonds in any Improvement Fund shall be used for payments to the Developer hereunder prior to the use of Special Taxes deposited thereto, except as may otherwise be provided in any Fiscal Agent Agreement pursuant to which the Bonds were issued.

Section 3.05. Refunding Bonds. The Authority may, in its sole and absolute discretion, determine at any time to issue bonds the net proceeds of which are used to refund any outstanding Bonds (the term "refund" as used in this sentence, and the term "refunding" as used in the next sentence, includes any purchase in lieu of redemption of any Bonds). The Developer shall have no right whatsoever in connection with any such refunding bond issue, including but not limited to any right to any reduction in special taxes levied or to be levied by the CFD, or to any additional funds whether pursuant to this Acquisition Agreement or otherwise as a consequence of any such refunding.

Section 3.06. Fee Credits and Rebates. The Authority and the City are parties to a Joint Community Facilities Agreement - City, dated as of January 23, 2024 (the "City JCFA"), with respect to certain matters pertaining to the CID. The Authority hereby acknowledges the provisions of the third and fourth paragraphs of Section 1 of the City JCFA, agrees with the provisions thereof, and acknowledges that the Developer is an intended third party beneficiary of such provisions entitled to enforce such provisions against the Authority and the City.

ARTICLE IV

CONSTRUCTION OF FACILITIES
Section 4.01. Plans. The Developer shall obtain the written approval of the Plans to be prepared for the Facilities listed in Exhibit B in accordance with applicable ordinances and regulations of the City and / or the public entity that will own and operate the Facilities. Copies of all Plans shall be provided by the Developer to the Director of Public Works upon request therefor, and, in any event, as built drawings and a written assignment of the Plans for any Facility listed in Exhibit B shall be provided to the City prior to its acceptance of the Facility.

Section 4.02. Construction of Facilities. All Facilities to be acquired hereunder specified in Exhibit B hereto, as amended from time to time, shall be constructed by or at the direction of the Developer in accordance with the approved Plans and the Conditions of Approval. The Developer shall perform all of its obligations hereunder and shall conduct all operations with respect to the construction of Facilities in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their best efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall require that each general contractor performing work in connection with the Facilities employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Facilities to be acquired from the Developer hereunder. The M

Developer shall at all times have adequate staff or consultants with the requisite experience and licenses to discharge its obligations under this Acquisition Agreement.

As a condition to the acquisition of any of the Facilities listed on Exhibit B, the Developer shall: (i) construct and cause conveyance to the City (or other applicable governmental agency) of the Facility in accordance with the provisions of this Acquisition Agreement and the Conditions of Approval, and (ii) use its own funds to pay all costs thereof in excess of the Purchase Price thereof to be paid therefor hereunder, except as may otherwise expressly provided in the Conditions of Approval.

The Developer hereby acknowledges that (i) because of the limitations imposed by Section 5.06 hereof, the Purchase Price for any Facility may be less than the Actual Cost, or cost to the Developer, of such Facility, and (ii) there may be insufficient funds in the Improvement Fund to pay the Purchase Prices of all of the Facilities listed in Exhibit B, and, in any event, this Acquisition Agreement shall not affect any obligation of any owner of land in the CFD under the Conditions of Approval with respect to the public improvements required in connection with the development of the land within the CFD.

Section 4.03. Relationship to Public Works, Bidding Requirements. The following shall apply to all contracts applicable to the Facilities acquired with funds withdrawn from the Improvement Fund:

A. General. This Acquisition Agreement is for the acquisition of the Facilities listed in Exhibit B hereto from moneys in the Improvement Fund and is not intended to be a public works contract. The Authority and the Developer agree that the Facilities are of local, and not state-wide concern, and that the provisions of the California Public Contract Code shall not apply to the construction of the Facilities. The Authority and the Developer agree that the Developer shall award all contracts for the construction of the Facilities listed in Exhibit B hereto and that this Acquisition Agreement is necessary to assure the timely and satisfactory completion of such Facilities and that compliance with the Public Contract Code with respect to such Facilities would work an incongruity and would not produce an advantage to the Authority or the CFD. The Developer acknowledges that State prevailing wage laws apply to any contracts and any subcontracts for the construction of the Facilities, and that it shall at all times assure compliance with Section 8.01 G. hereof.

B. Bidding Procedures. Notwithstanding the foregoing, the Developer shall award all contracts for construction of the Facilities listed in Exhibit B, and materials related thereto, by means of a bid process consistent with this Section 4.03 B. or otherwise acceptable to the Director of Public Works, in each case consistent with applicable City regulations. The Developer shall establish a list of written criteria acceptable to the Director of Public Works (including experience, ability to perform on schedule and financial ability) to determine qualified contractors for any contract. Such general contractors shall comply with any applicable City regulations. Formal bids shall be requested from those entities on the list of qualified contractors.

The Developer shall prepare bid packages, including engineering reports and estimates, for each of the Facilities, and shall submit such packages to the Director of Public Works, reasonably in advance of the anticipated bid, for review. Upon agreement by the Director of Public Works and the Developer on the content of such bid packages and a schedule of bid prices, plus an acceptable margin of variance, the Developer may proceed to take bids on the applicable Facilities. At the reasonable request of the -7-

Developer, the Director of Public Works shall also meet with the qualified general contractors to discuss the requirements of the particular contract to be bid.

Bids for each Facility shall be submitted to the Director of Public Works prior to the time and date prescribed for bid opening. If a bid is within the constraints of the approved bid package, the Developer shall award the applicable contract to the lowest responsible bidder; provided, however, that the Developer shall have the right to reject all bids and to rebid the work for any Facility. If all bids are in excess of the bid parameters, the Developer shall obtain the consent of the Director of Public Works prior to awarding the contract. Upon written request of the Director of Public Works, the Developer shall provide an analysis of bids for construction and materials for the Facilities, indicating how the winning bid was determined and how it was consistent with the applicable bid package. The Developer shall promptly publish notice of the award of any contract in such paper as the Director of Public Works shall specify.

C. Scheduling. The Developer shall develop or cause to be developed and shall maintain or cause to be maintained a schedule, using the critical path method, for the construction of the Facilities to be acquired hereunder. The Developer shall provide the Director of Public Works with a complete copy of the schedule and with each update to the schedule for the review by the Director of Public Works.

D. Periodic Meetin&s. From time to time (expected to be at least every two weeks) at the request of the Director of Public Works, representatives of the Developer shall meet and confer with City staff, consultants and contractors regarding matters arising hereunder with respect to the Facilities, and the progress in constructing and acquiring the same, and as to any other matter related to the Facilities or this Acquisition Agreement. The Developer shall advise the Director of Public Works in advance of any coordination and scheduling meetings to be held with contractors relating to the Facilities, in the ordinary course of performance of an individual contract. The Director of Public Works or the Director of Public Work's designated representative shall have the right to be present at such meetings, and to meet and confer with individual contractors if deemed advisable by the Director of Public Works to resolve disputes and / or ensure the proper completion of the Facilities.

Section 4.04. Independent Contractor; No Joint Venture. In performing this Acquisition Agreement, the Developer is an independent contractor and not the agent or employee of the Authority, the City or the CFD. None of the Authority, the City or the CFD shall be responsible for making any payments directly or otherwise to any contractor, subcontractor, agent, consultant, employee or supplier of the Developer.

The Developer hereby acknowledges and agrees that the City, the Authority and the CFD, on the one hand, and the Developer, on the other, are not joint venturers or partners in the construction, acquisition, and / or installation of the Facilities, and nothing in this Acquisition Agreement shall be construed as implying any sort of joint venture or partnership relationship between the City, Authority and / or the CFD, and the Developer or any other entity involved in the construction, acquisition and / or installation of any of the Facilities.

Section 4.05. Performance and Payment Bonds. The Developer agrees to comply with all applicable performance and payment bonding requirements of the Authority (and other applicable public entities and / or public utilities) with respect to the construction of the Facilities listed in Exhibit B hereto. Performance and payment bonds shall not be required of the Developer to the extent moneys are available in the Improvement Fund to pay the Purchase Price of a Facility (and consistent with the Budgeted Costs therefore shown in Exhibit B and the in

limitations expressed in Section 5.06 hereof); provided that all contractors and / or subcontractors employed by the Developer in connection with the construction of Facilities shall provide a labor and materials and performance bonds which name the Authority and the City as additional insureds.

Section 4.06. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (commonly referred to as "change orders") required for the construction of the Facilities listed in Exhibit B hereto, as amended from time to time, and all such contracts and supplemental agreements shall be submitted to the Director of Public Works. Prior approval of supplemental agreements by the Director of Public Works shall only be required for such change orders which in any way materially alter the quality or character of the subject Facilities, or which involve an amount greater than $25,000.00.

The Authority expects that such contracts and supplemental agreements needing prior approval by the Director of Public Works will be approved or denied (any such denial to be in writing, stating the reasons for denial and the actions, if any, that can be taken to obtain later approval) within ten (10) business days of receipt by the Director of Public Works thereof. Any approval by the Director of Public Works of a supplemental agreement shall in no way affect the Budgeted Costs listed in Exhibit B for any related Facility, but to the extent that it increases the Actual Cost of a Facility, such increased cost may be payable as part of the Purchase Price of the related Facility as provided in Section 5.06A. hereof.

Section 4.07. Time for Completion. The Developer agrees that this Acquisition Agreement is for the benefit of the Authority and the Developer and, therefore, the Developer represents that it expects to complete the Facilities and to have requested payment for the Facilities under this Acquisition Agreement within thirty-six (36) months of the date of issuance of any of the Bonds. Any failure to complete the Facilities within such time period shall not, however, in itself, constitute a breach by the Developer of the terms of this Acquisition Agreement.

ARTICLE V

ACQUISITION AND PAYMENT
Section 5.01. Inspection. No payment hereunder shall be made by the Authority to the Developer for a Facility until the Facility has been inspected and found to be completed in accordance with the approved Plans by the City or other applicable public entity or utility. The Authority shall cause the City to make periodic site inspections of the Facilities to be acquired hereunder; provided that in no event shall the Authority incur any liability for any delay in the inspection of any Facilities. For Facilities to be acquired by other public entities or utilities, the Developer shall be responsible for obtaining such inspections and providing written evidence thereof to the Director of Public Works. The Developer agrees to pay all inspection, permit and other similar fees of the City applicable to construction of the Facilities, subject to reimbursement therefor as an Actual Cost of the related Facility.

Section 5.02. Agreement to Sell and Purchase Facilities. The Developer hereby agrees to sell the Facilities listed in Exhibit B hereto to the City (or other applicable public agency that will own a Facility), and the Authority hereby agrees to use amounts in the Improvement Fund to pay the Purchase Prices thereof to the Developer, subject to the terms and conditions hereof.

The Authority shall not be obligated to finance the purchase of any Facility until the Facility is completed and the Acceptance Date for such Facility has occurred. In any event, the Authority shall not be obligated to pay the Purchase Price for any Facility except from the moneys in the Improvement Fund.

Section 5.03. Payment Requests. In order to receive the Purchase Price for a completed Facility, inspection thereof under Section 5.01 shall have been made and the Developer shall deliver to the Director of Public Works: (i) a Payment Request in the form of Exhibit C hereto for such Facility, together with all attachments and exhibits required by Exhibit C and this Section

5.03 to be included therewith (including, but not limited to Attachments 1 and 2 to Exhibit C), and (ii) if payment is requested for a completed Facility, (a) if the property on which the Facility is located is not owned by the City (or other applicable public agency that will own the Facility) at the time of the request, a copy of the recorded documents conveying to the City (or other applicable public agency that will own the Facility) Acceptable Title to the real property on, in or over which such Facility is located, as described in Section 6.01 hereof, (b) a copy of the recorded notice of completion of such Facility (if applicable), (c) to the extent paid for with the proceeds of the Bonds, an assignment to the CID of any reimbursements that may be payable with respect to the Facility, such as public or private utility reimbursements, and (d) an assignment of the warranties and guaranties for such Facility, as described in Section 6.05 hereof, in a form acceptable to the Authority.

Section 5.04. Processing Payment Requests. Upon receipt of a Payment Request (and all accompanying documentation), the Director of Public Works shall conduct a review in order to confirm that such request is complete, that such Facility identified therein was constructed in accordance with the Plans therefor, and to verify and approve the Actual Cost of such Facility specified in such Payment Request. The Director of Public Works shall also conduct such review as is required in his discretion to confirm the matters certified in the Payment Request.

The Developer agrees to cooperate with the Director of Public Works in conducting each such review and to provide the Director of Public Works with such additional information and documentation as is reasonably necessary for the Director of Public Works to conclude each such review. For any Facilities to be acquired by another public entity or utility, the Developer shall provide evidence acceptable to the Director of Public Works that such Facilities are acceptable to such entity or utility. Within ten (10) business days of receipt of any Payment Request, the Director of Public Works expects to review the request for completeness and notify the Developer whether such Payment Request is complete, and, if not, what additional documentation must be provided. If such Payment Request is complete, the Director of Public Works expects to provide a written approval or denial (specifying the reason for any denial) of the request within 30 days of its submittal. If a Payment Request seeking reimbursement for more than one Facility is denied, the Director of Public Works shall state whether the Payment Request is nevertheless approved and complete for any one or more Facilities and any such Facilities shall be processed for payment under Section 5.05 notwithstanding such partial denial. If multiple payment requests are submitted simultaneously, the Developer shall designate the order in which they are to be reviewed.

Section 5.05. Payment. Upon approval of the Payment Request by the Director of Public Works, the Director of Public Works shall sign the Payment Request and forward the same to the City's Finance Director. Upon receipt of the reviewed and fully signed Payment Request, the City's Finance Director shall, within the then current City financial accounting payment cycle but in any event within thirty (30) days of receipt of the approved Payment Request, cause the same to be paid by the Fiscal Agent to the extent of funds then on deposit in the Improvement Fund. Any approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund, shall be paid promptly following the deposit into the Improvement Fund of proceeds of any investment earnings or other amounts transferred to an Improvement Fund under the terms of the Fiscal Agent Agreement.

The parties hereto acknowledge that (i) the Developer may be constructing Facilities prior to the issuance of Bonds for the CID, (ii) the Developer may be submitting Payment -10-

Requests to the City in advance of such an issuance of Bonds for the CFD, with knowledge that, other than as described in Section 3.04, there will not be funds available in the Improvement Fund for reimbursement until the Bonds for the CFD are issued, (iii) the Facilities that are the subject of the Payment Requests submitted when there are no funds or insufficient funds in the Improvement Fund will be inspected and reviewed by the Director of Public Works as set forth in this Article V and that such Payment Requests will be reviewed by the Director of Public Works and, if appropriate, submitted in the manner set forth in Sections 5.03, 5.04 and 5.05, and (iv) the payment for any Payment Requests approved in the preceding manner will be deferred until the date, if any, on which there are sufficient amounts in the Improvement Fund to make such payment, at which time the Director of Public Works will forward the approved Payment Requests to the City's Finance Director, who will then arrange for payment from the Improvement Fund in the manner set forth above.

The Purchase Price paid hereunder for any Facility shall constitute payment in full for such Facility, including, without limitation, payment for all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of such Facility, as specified in the Plans.

Section 5.06. Restrictions on Payments. Notwithstanding any other provisions of this Acquisition Agreement, the following restrictions shall apply to any payments made to the Developer under Sections 5.02 and 5.05 hereof:

A. Amounts of Payments. Subject to the following paragraphs of this Section

5.06, payments for each Facility will be made only in the amount of the Purchase Price for the respective Facility; however, if the Actual Cost exceeds the Budgeted Cost for a Facility, the excess shall be borne by the Developer until such time as a Budgeted Cost for another Facility is greater than the Actual Cost therefore, in which event the savings shall be applied to reduce any excess of Actual Cost over Budgeted Cost previously paid for any Facility by the Developer. Any savings attributable to the Actual Cost being less than Budgeted Cost which are not disbursed under the previous sentence to cover unreimbursed Actual Costs or as otherwise consented to by the Developer shall be carried forward to be credited against future cost overruns, or costs related to supplemental agreements (change orders), or if not needed for either of the foregoing purposes, to be disposed of as provided in the Fiscal Agent Agreement for excess monies in the Improvement Fund.

Nothing herein shall require the Authority in any event (i) to pay more than the Actual Cost of a Facility, (ii) to make any payment beyond the available funds in the Improvement Fund, or (iii) to pay for any roadway improvements that are not generally accessible to the public (i.e. behind gates that impede the free flow of traffic). The parties hereto acknowledge and agree that all payments to the Developer for the Purchase Prices of Facilities are intended to be reimbursements to the Developer for monies already expended or for immediate payment by the Developer (or directly by the Authority) to third parties in respect of such Facilities.

No payment shall be made for the Purchase Price of any Facility if (i) the Developer fails to fully provide any information requested pursuant to the second sentence of Section 8.01G. related thereto, or (ii) if the Authority or the City determines that the provisions of Section 8.01G. hereof were violated in connection with the work related to such Facility and such violation has not been remedied to the satisfaction of the City Attorney.
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B. Toint or Third Party Payments. The Authority may make any payment jointly to the Developer and any mortgagee or trust deed beneficiary, contractor or supplier of materials, as their interests may appear, or solely to any such third party, if the Developer so requests the same in writing (including, but not limited to, any financial institution providing financing to the Developer or any Affiliate thereof) or as the Authority otherwise determines such joint or third party payment is necessary to obtain lien releases.

Notwithstanding the foregoing, in the event that the City, the CID and / or the Authority has been in any way threatened with legal action or named in any legal action by any contractor, subcontractor, supplier or other entity that has, or allegedly has, provided any labor or materials for any Facility for which the Developer has submitted a payment request, unless and until the Developer provides an unqualified lien release from each such entity in a form acceptable to the City Attorney, the Authority, at its sole and exclusive option, may either: (i) require the filing of an interpleader or similar action in Superior Court with respect to payments for such Facility and make payment to an escrow subject to approval of disbursement by the Court; or (ii) make payments directly to the entity or entities that have filed liens or as otherwise demonstrated to the reasonable satisfaction of the City Attorney that they are owed amounts in respect of the respective Facility or District Components, up to the amount of such lien or amount owed.

The provisions of this Section 5.06C. shall prevail over any assignment, or purported assignment, by the Developer of its rights to payment under this Acquisition Agreement.

C. Withholding Payments. The Authority shall be entitled, but shall not be required, to withhold any payment hereunder for a Facility if the Developer or any Affiliate is delinquent in the payment of ad valorem real property taxes, special assessments or taxes, or special taxes in each case as levied on property located in the CID. In the event of any such delinquency, the Authority shall only make payments hereunder, should any be made at the Authority's sole discretion, directly to contractors or other third parties employed in connection with the construction of the Facilities or to any assignee of the Developer's interests in this Acquisition Agreement (and not to the Developer or any Affiliate), until such time as the Developer provides the Director of Public Works with evidence that all such delinquent taxes and assessments have been paid.

The Authority shall be entitled to withhold any payment hereunder for a Facility that is the subject of a Payment Request until it is satisfied that any and all claims for labor and materials have been paid by the Developer for the Facility that is the subject of a Payment Request, or conditional lien releases have been provided by the Developer for such Facility. The Authority, in its discretion, may waive this limitation upon the provision by the Developer of sureties, undertakings, securities and / or bonds of the Developer or appropriate contractors or subcontractors and deemed satisfactory by the Director of Public Works to assure payment of such claims.

The Authority shall be entitled to withhold payment for any Facility hereunder to be owned by the City until: (i) the Director of Public Works determines that the Facility is ready for its intended use, (ii) the Acceptance Date for the Facility has occurred and the requirements of Section 6.01, if applicable to such Facility, have been satisfied, and (iii) a Notice of Completion executed by the Developer, in a form acceptable to the Director of Public Works, has been recorded for the Facility and -12-

general lien releases conditioned solely upon payment from the proceeds of the Bonds to be used to acquire such Facility have been submitted to the Director of Public Works for the Facility. The Authority hereby agrees that the Developer shall have the right to post or cause the appropriate contractor or subcontractor to post a bond with the City to indemnify it for any losses sustained by the City or the Authority because of any liens that may exist at the time of acceptance of such a Facility, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works. The Authority shall be entitled to withhold payment for any Facility to be owned by other governmental entities, until the Developer provides the Director of Public Works with evidence that the governmental entity has accepted dedication of and / or title to the Facility. If the Director of Public Works determines that a Facility is not ready for intended use under (i) above, the Director of Public Works shall so notify the Developer as soon as reasonably practicable in writing specifying the reason(s) therefor.

Nothing in this Acquisition Agreement shall be deemed to prohibit the Developer from contesting in good faith the validity or amount of any mechanics or materialmans lien nor limit the remedies available to the Developer with respect thereto so long as such delay in performance shall not subject the Facilities to foreclosure, forfeiture or sale. In the event that any such lien is contested, the Developer shall only be required to post or cause the delivery of a bond in an amount equal to twice the amount in dispute with respect to any such contested lien, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the Director of Public Works.

D. Retention. The Authority shall withhold in the Improvement Fund an amount equal to ten percent (10%) of the Purchase Price of each Facility to be paid hereunder. Any such retention will be released to the Developer upon final completion and acceptance of the related Facility and the expiration of a maintenance period consistent with applicable City policy thereafter (currently a one year warranty period for any landscaping, and upon receipt of a maintenance bond acceptable to the Director of Public Works to remain in effect for one year as to other Facilities).

Notwithstanding the foregoing, the Developer shall be entitled to payment of any such retention upon the completion and acceptance of a Facility, if a maintenance or warranty bond is posted in lieu thereof in accordance with Section 6.06 hereof. Payment of any retention shall also be contingent upon the availability of monies in the Improvement Fund therefor. No retention shall apply if the Developer proves to the Director of Public Work's satisfaction that the Developer's contracts for the Facilities provide for the same retention as herein provided, so that the Purchase Price paid for the Facility is at all times net of the required retention.

E. Frequency. Unless otherwise agreed to by the Director of Public Works, no more than one Payment Request shall be submitted by the Developer in any calendar month.

F. Right -of -Way. Payments for any right-of-way described in Exhibit B hereto shall be based upon appraisals of the respective land to be acquired in a form acceptable to the Director of Public Works, or upon such other basis as the Director of Public Works shall, in his sole and absolute discretion, determine is appropriate in the circumstances.

Section 5.07. Acquisition of Additional Facilities. If the construction and acquisition of all the Facilities theretofore listed in Exhibit B have been completed and the Purchase Prices (including any retentions described in 5.06D. above) with respect thereto have been paid, and -13-

funds remain on deposit in any of the Improvement Fund, the Authority shall notify the Developer in writing of the amount of funds remaining in the Improvement Fund and shall allow the Developer thirty (30) calendar days to submit a proposed amendment to Exhibit B to this Acquisition Agreement to include Facilities not theretofore funded by the CFD. If such amendment is approved by the Board of Directors of the Authority, the Authority shall retain the excess funds in the Improvement Fund as necessary to pay the Purchase Prices of the Facilities so added to Exhibit B, subject to the provisions of this Acquisition Agreement. If such proposed amendment is not so approved, or if the remaining funds are in excess of what is needed to pay the Actual Costs of such Facilities added to Exhibit B, such excess funds will be disposed of as provided in the Fiscal Agent Agreement.

Section 5.08. Defective or Nonconforming Work. If any of the work done or materials furnished for a Facility listed in Exhibit B are found by the Director of Public Works to be defective or not in accordance with the applicable Plans: (i) and such finding is made prior to payment for the Purchase Price of such Facility hereunder, the Authority may withhold payment therefor until such defect or nonconformance is corrected to the satisfaction of the Director of Public Works, or (ii) and such finding is made after payment of the Purchase Price of such Facility, the Authority and the Developer shall act in accordance with the City's standard specification for public works construction (which are set forth in the Green Book, Standard Specifications for Public Works Construction (SSPWC), by Public Works Standards, Inc., as modified by applicable City Special Provisions.

Section 5.09. Right of City to Make Withdrawals From Improvement Fund. The Developer acknowledges that the City may withdraw or cause to be withdrawn amounts from the Improvement Fund for payment to the City as necessary to pay costs of the City, the Authority or the CFD (i) in the event that the construction of the Facilities is substantially delayed, (ii) in the event that the plans for or any other aspect of such construction are substantially altered without the consent of the City, (iii) as provided in the last paragraph of Section 8.02, or (iv) otherwise in the amount of any costs that the Director of Public Works determines that the City has incurred or reasonably expects to incur in connection with the performance of the obligations of the City (including the Director of Public Works) under this Acquisition Agreement. The City shall give written notice of the amount of any such expected withdrawal from the Improvement Fund for a purpose described in any of clauses (i), (ii), (iii) or (iv) of the preceding sentence and the purpose(s) thereof to the Developer, prior to implementing a withdrawal from the Improvement Fund for such a purpose. The Developer acknowledges that any transfer described in the first sentence of this Section 5.09 will reduce the amount available to pay the Purchase Prices of the Facilities hereunder.

ARTICLE VI

OWNERSHIP AND TRANSFER OF FACILITIES
Section 6.01. Facilities to be Owned by the City — Conveyance of Land and Easements to City. Acceptable Title to all property on, in or over which each Facility to be acquired by the City will be located, shall be deeded over to the City by way of grant deed, quitclaim, or dedication of such property, or easement thereon, if such conveyance of interest is approved by the City as being a sufficient interest therein to permit the City to properly own, operate and maintain such Facility located therein, thereon or thereover, and to permit the Developer to perform its obligations as set forth in this Acquisition Agreement. The Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title.

Completion of the transfer of title to land shall be accomplished prior to the payment of the Purchase Price for a Facility and shall be evidenced by recordation of the acceptance thereof by the City Council or the designee thereof.
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Section 6.02. Facilities to be Owned by the City — Title Evidence. Upon the request of the City, the Developer shall furnish to the City, with respect to Facilities to be acquired by the City and not previously dedicated or otherwise conveyed to the City: (i) a preliminary title report for land for review and approval at least fifteen (15) calendar days prior to the transfer of Acceptable Title to a Facility to the City, and (ii) a written certification to the effect that the Developer is not aware of any promises or other arrangements with or for the benefit of the owner or any previous owner of the respective land to be conveyed, and there are no known impediments to the conveyance of such land to the City. The Director of Public Works shall approve the preliminary title report unless it reveals a matter which, in the judgment of the City, could materially affect the City's use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to such Facility and the Authority shall not be obligated to pay the Purchase Price for such Facility until the Developer has cured such objections to title to the satisfaction of the City.

Section 6.03. Facilities Constructed on Private Lands. If any Facilities to be acquired are located on privately -owned land, the owner thereof shall retain title to the land and the completed Facilities until acquisition of the Facilities under Article V hereof. Pending the completion of such transfer, the Developer shall not be entitled to receive any payment for any such Facility.

Section 6.04. Facilities Constructed on City Land. If the Facilities to be acquired are on land owned by the Authority, the Authority shall cause the City to grant to the Developer a license to enter upon such land for purposes related to the construction (and maintenance pending acquisition) of the Facilities. The provisions for inspection and acceptance of such Facilities otherwise provided herein shall apply.

Section 6.05. Facilities to be Acquired by Other Public Agencies. With respect to any Facility to be acquired by a public entity other than the City, the Developer shall comply with such entities rules and regulations regarding title and conveyance of property, and provide the Director of Public Works with evidence of such compliance, prior to the payment of the Purchase Price for any such Facility.

Section 6.06. Maintenance and Warranties. The Developer shall maintain each Facility in good and safe condition until the Acceptance Date of the Facility. Prior to the Acceptance Date, the Developer shall be responsible for performing any required maintenance on any completed Facility. On or before the Acceptance Date of the Facility, the Developer shall assign to the Authority all of the Developer's rights in any warranties, guarantees, maintenance obligations or other evidence of contingent obligations of third persons with respect to such Facility. The Developer shall maintain or cause to be maintained each Facility to be owned by the City (including the repair or replacement thereof) for a period of one year from the Acceptance Date thereof, or, alternatively, shall provide a bond reasonably acceptable in form and substance to the Director of Public Works for such period and for such purpose (specifically, a one-year maintenance period for landscaping improvements, and for the posting of a warranty bond to remain in effect for one year as to other Facilities), to insure that defects, which appear within said period will be repaired, replaced, or corrected by the Developer, at its own cost and expense, to the satisfaction of the Director of Public Works. During any such one- year period, the Developer shall commence to repair, replace or correct any such defects within thirty (30) days after written notice thereof by the Authority, the City or other public entity that took ownership of the respective Facility to the Developer, and shall complete such repairs, replacement or correction as soon as practicable. After such one-year period, the City (or other public entity that has accepted title to the Facility) shall be responsible for maintaining such -15-

Facility. Any warranties, guarantees or other evidences of contingent obligations of third persons with respect to the Facilities to be acquired by the City shall be delivered to the Director of Public Works as part of the transfer of title.

ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Section 7.01. Liability Insurance Requirements. The Developer shall provide to the Director of Public Works evidence of insurance and endorsements thereto on forms acceptable to the Risk Manager within 10 working days of execution by it of this Acquisition Agreement and prior to any physical work on the Facilities being performed.

The Developer shall procure and maintain for the duration of this Acquisition Agreement the following minimum insurance coverage and limits against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work covered by this Acquisition Agreement by the Developer, its agents, representatives, employees or subcontractors:
(a) Premises, operation and mobile equipment.
(b) Products and completed operations.
(c) Explosion, collapse and underground hazards.
(d) Personal injury.
(e) Contractual liability.
(f) Errors and omissions for work performed by design professionals.

COVERAGE PER OCCURRENCE
Commercial General
Liability (Primary)
Umbrella Liability
(Over Primary, if required)
Business Auto
Workers' Compensation
Employers' Liability
Errors and Omissions

ISO FORM
CG 00 011185 or 88 Rev.
$2,000,000
GL 00 011185 or 88 Rev.
$1,000,000
CA 00 0106 92 $1,000,000
Statutory
$1,000,000
$1,000,000
Combined single limit per occurrence shall include coverage for bodily injury, personal injury, and property damage for each accident and a five million dollar ($5,000,000) general aggregate.

Insurance shall be placed with insurers that are admitted to the State of California and with an AM Best's Rating of no less than A:VII.

The Developer shall furnish to the Risk Manager certificates of insurance and endorsements on forms specified by the Risk Manager, duly authenticated, giving evidence of the insurance coverage required in this contract and other evidence of coverage or copies of policies as may be reasonably required by the Risk Manager from time to time. Each required insurance policy coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after fifteen (15) days written notice by certified mail, return receipt requested, has been given to the Risk Manager.

Liability coverage shall not be limited to the vicarious liability or supervising role of any additional insured nor shall there be any limitation with the severability clause. Coverage shall contain no limitation endorsements and there shall be no endorsement or modification limiting -16-

the scope of coverage for liability arising from pollution, explosion, collapse, underground property damage or employment related practices.

Any umbrella liability coverage shall apply to bodily injury/property damage, personal injury / advertising injury, at a minimum, and shall include a "drop down" provision providing primary coverage above a maximum $25,000.00 self -insured retention for liability not covered by primary polices not covered by the umbrella policy. Coverage shall be following form to any other underlying coverage. Coverage shall be on a "pay on behalf" basis, with defense costs payable in addition to policy limits. There shall be no cross policy exclusion and no limitation endorsement. The policy shall have starting and ending dates concurrent with the underlying coverage.

All liability insurance shall be on an occurrence basis. Insurance on a claims made basis will be rejected. Any deductibles or self -insured retentions shall be declared to and approved by the Risk Manager. The insurer shall provide an endorsement to the City eliminating such deductibles or self -insured retentions as respects the Authority, and its consultants, and each of its Boardmembers, officials, employees and volunteers.

All subcontractors employed on the work referred to in this Acquisition Agreement shall meet the insurance requirements set forth in this Section 7.01 for the Developer. The Developer shall furnish certificates of insurance and endorsements for each subcontractor at least five days prior to the subcontractor entering the job site, or the Developer shall furnish the Risk Manager an endorsement including all subcontractors as insureds under its policies.

Neither the City nor the Authority shall be liable for any accident, loss, or damage to the work prior to its completion and acceptance, and the Developer shall save, keep and hold harmless the Authority, the City and their consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees, agents and volunteers from all damages, costs or expenses in law or equity that may at any time arise or be claimed because of damages to property, or personal injury received by reason of or in the course of performing work, which may be caused by any willful or negligent act or omission by the Developer or any of the Developer's employees, or any subcontractor.

The cost of insurance required by this subsection shall be born by the Developer and its subcontractors and no compensation for purchasing insurance or additional coverage needed to meet these requirements will be paid for by the Authority.

In the event that any required insurance is reduced in coverage, canceled for any reason, voided or suspended, the Developer agrees that the Authority may arrange for insurance coverage as specified, and the Developer further agrees that administrative and premium costs may be deducted from any deposits or bonds the Authority may have, or from the Improvement Fund. A reduction or cancellation will be grounds for termination of this Acquisition Agreement and will cause a halt to payment for any work on the Facilities until the insurance is reestablished.

Liability policies shall contain, or be endorsed to contain the following provisions:
(a) General Liability and Automobile Liability: The Authority, the City and their respective consultants, and each of their Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be covered as additional insureds using ISO form CG 00 01 11 85 or 88 as it respects: liability arising out of activities performed by or on behalf of the Developer; products and completed operations of the Developer' premises owned, occupied or used by the Developer; or automobiles owned, leased, -17-

hired or borrowed by the Developer. The coverage shall contain no special limitations on the scope or protection afforded to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, or volunteers.

The Developer's insurance coverage shall be primary insurance with respect to the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Authority, the City and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees and volunteers shall be excess of the Developer's insurance and shall not contribute with it.

Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Authority, the City, and their respective consultants, and each of their respective Boardmembers, Councilmembers, officers, officials, employees, and volunteers.

The Developer'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.
(b) Workers' Compensation and Employer's Liability: The Developer and all subcontractors shall have workers' compensation for all employees in conformance with the requirements in Section 3700 of the Labor Code.
(c) Error and Omissions Liability: The Developer and all subcontractors who are design professionals shall have and maintain errors and omissions insurance.

Section 7.02. Responsibility for Damage. The Developer shall take and assume all responsibility for the work performed as part of the Facilities constructed pursuant to this Acquisition Agreement. The Developer shall bear all losses and damages directly or indirectly resulting to it, to the Authority, to the City, and their respective consultants, and their respective Boardmembers, Councilmembers, officers, employees and agents, or to others on account of the performance or character of the work, unforeseen difficulties, accidents of any other causes whatsoever.

The Developer shall assume the defense of and indemnify and save harmless the Authority, the City, and their respective consultants, their respective Boardmembers, Councilmembers, officers, employees, and agents, from and against any and all claims, losses, damage, expenses and liability of every kind, nature, and description, directly or indirectly arising from the performance of the work, and from any and all claims, losses, damage, expenses, and liability, howsoever the same may be caused, resulting directly, or indirectly from the nature of the work covered by this Acquisition Agreement, to the fullest extent permitted by law and regardless (except as provided in the next sentence) of responsibility for any negligence. In accordance with Civil Code section 2782, nothing in this Section 7.02 shall require defense or indemnification for death, bodily injury, injury to property, or any other loss, damage or expense arising from the sole negligence or willful misconduct of the Authority, the City, and their respective consultants, and their respective Boardmembers, Councilmembers, agents, servants or independent contractors who are directly responsible to the Authority or the City, or for defects in design furnished by such persons. Moreover, nothing in this Section 7.02 shall apply to impose on the Developer, or to relieve the Authority or the City from, liability for active negligence of the Authority, the City, or their respective consultants or their respective an

Boardmembers, Councilmembers, officers, employees or agents as delineated in Civil Code Section 2782. Any relief for determining the Authority's or the City's sole or active negligence shall be determined by a court of law.

The Authority does not, and shall not, waive any rights against the Developer which it may have by reason of the aforesaid hold harmless agreements because of the acceptance by the Authority or the City, or deposit with the Authority by the Developer of any insurance policies described in Section 7.01. The aforesaid hold harmless agreement by the Developer shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered by reasons of any of the aforesaid operations of the Developer, or any subcontractor, regardless of whether or not such insurance policies are determined to be applicable to any of such damages or claims for damages.

No act by the City, or its representatives in processing or accepting any plans, in releasing any bond, in inspecting or accepting any work, or of any other nature, shall in any respect relieve the Developer or anyone else from any legal responsibility, obligation or liability it might otherwise have.

ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the Authority as follows:

A. Organization. The Developer is a limited liability company duly organized and validly existing under the laws of the State of Delaware, is in compliance with all applicable laws of the State, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as contemplated in this Acquisition Agreement.

B. Authori . The Developer has the power and authority to enter into this Acquisition Agreement, and has taken all action necessary to cause this Acquisition Agreement to be executed and delivered, and this Acquisition Agreement has been duly and validly executed and delivered by the Developer.

C. Binding Obligation. This Acquisition Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles.

D. Compliance with Laws. The Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the CFD or the Facilities in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the CFD or the Facilities.

E. Requests for Payment. The Developer represents and warrants that (i) it will not request payment from the Authority for the acquisition of any improvements that are not part of the Facilities, and (ii) it will diligently follow all procedures set forth in this Acquisition Agreement with respect to the Payment Requests. -19-

F. Financial Records. Until the date which is one year following the date of the final acceptance of the Facilities, the Developer covenants to maintain proper books of record and account for the construction of the Facilities and all costs related thereto.

Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the Authority or its agent at any reasonable time during regular business hours on reasonable notice.

G. Prevailing Wages. The Developer covenants that, with respect to any contracts or subcontracts for the construction of the Facilities listed in Exhibit B to be acquired from the Developer hereunder, it will assure complete compliance with any applicable law or regulation for the payment of prevailing wages. The Developer shall provide, at the written request of the Director of Public Works, evidence satisfactory to the Director of Public Works that the Developer has complied with the provisions of this Section 8.01G. with respect to any Facilities to be funded under this Acquisition Agreement.

H. Plans. The Developer represents that it has obtained or will obtain approval of the Plans for the Facilities listed in Exhibit B to be acquired from the Developer hereunder from all appropriate departments of the City and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that the Facilities listed in Exhibit B to be acquired from the Developer hereunder have been or will be constructed in full compliance with such approved plans and specifications and any supplemental agreements (change orders) thereto, as approved in the same manner.

I. Land Owners. The Developer agrees that in the event that it sells any land owned by it within the boundaries of the CFD other than to an individual prospective homeowner, the Developer will (i) notify the Authority within 30 days of the sale, in writing, identifying the legal name of and mailing address for the purchaser, the applicable County Assessor's parcel number or numbers for the land sold and the acreage of the land sold, (ii) notify the purchaser in writing prior to the closing of any such sale of the existence of this Acquisition Agreement and, in general, the Developer's rights and obligations hereunder with respect to the construction of and payment for the Facilities, and (iii) notify the purchaser (including for purposes of this clause (iii) any prospective homeowner buying property from the Developer) in writing of the existence of the CFD and the special tax lien in connection therewith, and otherwise comply with any applicable provision of Section 53341.5 of the Act.

J. Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the original purchasers of the Bonds or the Authority related to the status of construction of improvements required by the Conditions of Approval, the anticipated completion dates for future improvements, and any other matter material to the investment quality of the Bonds.

K. Continuing Disclosure. The Developer agrees to comply with all of its obligations under any continuing disclosure agreement executed by it in connection with the offering and sale of any of the Bonds for the CFD.

L. Ownership By Affiliates. The Developer agrees to provide to the City's Finance Director on the date of issuance of the Bonds, on (or within five (5) business days of) July 1 of each year so long as the Bonds are outstanding and the Developer or any Affiliate thereof owns property in the CFD, and on any other date upon three business days notice from the City's Finance Director, a written list of all Affiliates of the -20-

Developer which own or control the ownership of land located within the CFD, or which have options on land within the CFD, indicating the parcels of land by County Assessor's Parcel number of all such land so owned or optioned.

M. Allocation of Sales Taxes to Authority. The Developer shall use reasonable efforts, with respect to any construction contract for a contract price of $5,000,000 or more and related to any construction by the Developer within the geographical boundaries of the City, to have the installing contractor obtain a sub -permit from the California Board of Equalization under the Bradley -Burns Uniform Local Sales and Use Tax law for the job site on which the work is to be performed.

Section 8.02. Indemnification and Hold Harmless. The Developer shall assume the defense of, indemnify and save harmless the Authority, the City and the CFD, the members of the Authority, the members of the Board of Directors of the Authority and of the City Council of the City, their respective officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from (i) the breach of any provision of this Acquisition Agreement by the Developer; (ii) the Developer's or any other entity's design, engineering and / or construction of any of the Facilities acquired from the Developer hereunder; (iii) the Developer's non-payment under contracts between the Developer and its consultants, engineer's, advisors, contractors, subcontractors and suppliers in the provision of the Facilities, including but not limited to any claim, lien or action by any such entity against the City, the Authority or the CFD for money or damages; or (iv) any claims of persons employed by the Developer or its agents to construct the Facilities. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional acts or negligence of the Authority, the CFD or the City, or their respective Boardmembers, Councilmembers, officers, officials, directors, employees or agents hereunder.

No provision of this Acquisition Agreement shall in any way limit the Developer's responsibility for payment of damages resulting from the operations of the Developer, its agents, employees or its contractors.

The Developer shall assume the defense of (with counsel satisfactory to the Authority), indemnify and save harmless the Authority, the City and the CFD, members of the governing board of the Authority and of the City Council of the City, their officers, officials, employees and agents and each of them, from and against all actions, damages, claims, losses or expense of every type and description to which they may be subjected or put, by reason of, or resulting from, any alleged or actual material misstatements or omissions of facts necessary to make the statements with respect to the development by the Developer of the land in the CFD, or the Developer, not misleading under the circumstances made in any disclosure materials published in connection with the Bonds. Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense directly attributable to the intentional misstatements of material facts or material omissions in any such disclosure materials with respect to the Authority or the City.

In the event that the Developer fails to discharge its obligations under any of the foregoing provisions of this Section 8.02, the Authority shall be entitled, following prior written notice of such failure to the Developer, to draw upon funds in the Improvement Fund as it deems necessary for the defense, indemnity or hold harmless otherwise to be provided by the Developer hereunder.
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ARTICLE IX

TERMINATION
Section 9.01. Termination of Funding Obligations. Unless otherwise agreed to in writing by the parties hereto, this Acquisition Agreement shall terminate on December 31, 2040, if the Bonds have not been issued by that date. If Bonds are issued before such date, this Acquisition Agreement shall terminate on the date that no funds remain in the Improvement Fund and the Authority has determined that no further Bonds will be issued for the CFD (other than possible refunding bonds as described in Section 3.05). From and after the date of termination of this Acquisition Agreement, the Authority shall have no further obligation to pay the Purchase Price of any Facilities hereunder.

Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the mutual, written consent of the Authority and the Developer, in which event the Authority may let contracts for any remaining work related to the Facilities not theretofore acquired from the Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay for same, and the Developer shall have no claim or right to any further payments for the Purchase Price of Facilities hereunder, except as otherwise may be provided in such written consent.

Section 9.03. Authority Election for Cause. The following events shall constitute grounds for the Authority, at its option, to suspend payments to the Developer hereunder as provided in the second succeeding paragraph, or terminate this Acquisition Agreement as described in the succeeding paragraph, in each case without the consent of the Developer:
(a) The Developer shall voluntarily file for reorganization or other relief under any Federal or State bankruptcy or insolvency law.
(b) The Developer shall have any involuntary bankruptcy or insolvency action filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of the assets of the Developer, or shall suffer an attachment or levy of execution made against the property it owns within the CFD unless, in any of such cases, such circumstance shall have been terminated or released within thirty (30) days thereafter.
(c) The Developer shall abandon construction of the Facilities. Failure for a period of ninety (90) consecutive days to undertake substantial work related to the construction of the Facilities, other than for a reason specified in Section 9.04 hereof, shall constitute a noninclusive example of such abandonment. (d) The Developer shall breach any material covenant or default in the performance of any material obligation hereunder.
(e) The Developer shall transfer any of its rights or obligations under this Acquisition Agreement without the prior written consent of the Authority. (f) The Developer shall have made any material misrepresentation or omission in any written materials furnished in connection with any preliminary official statement, official statement or bond purchase contract used in connection with the sale of the Bonds for the CFD.
-22-

(g) The Developer or any of its Affiliates shall at any time challenge the validity of the CFD, or any of the Bonds, or the levy of special taxes within the CFD, other than on the grounds that such levy was not made in accordance with the terms of the Rate and Method of Apportionment of the Special Taxes for the CFD.

If any such event occurs, the Authority shall give written notice of its knowledge thereof to the Developer, and the Developer agrees to meet and confer with the Director of Public Works and other appropriate City staff and consultants within thirty (30) days of receipt of such notice as to options available to assure timely completion of the Facilities listed in Exhibit B.

Such options may include, but not be limited to the termination of this Acquisition Agreement by the Authority. If the Authority elects to terminate this Acquisition Agreement, the Authority shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the Authority to receive such notice) of the grounds for such termination and allow the Developer a minimum of thirty (30) days to eliminate or mitigate to the satisfaction of the Director of Public Works the grounds for such termination. Such period may be extended, at the sole discretion of the Authority, if the Developer, to the satisfaction of the Authority, is proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined solely by the Authority, the Developer has not eliminated or completely mitigated such grounds, to the satisfaction of the Authority, the Authority may then terminate this Acquisition Agreement.

Notwithstanding the foregoing provisions of this paragraph, if an event described in clause (a) or (b) of the preceding paragraph occurs, the Authority need not comply with any of the foregoing provisions of this paragraph and may, in its sole and absolute discretion, terminate this Acquisition Agreement upon twenty (20) days prior written notice to the Developer of such termination.

Notwithstanding the foregoing paragraph, so long as any event listed in any of clauses (a) through and including (g) above has occurred, notice of which has been given by the Authority to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the Authority may in its discretion cease making payments for the Purchase Price of Facilities under Article V hereof.

Nothing in this Section 9.03 shall in any way prohibit the Authority, the City or the CFD from drawing funds from the Improvement Fund for any of the purposes described in Section

5.09. Section 9.04. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes or other acts of God, war, pandemic, terrorist attacks, civil commotion, riots, strikes, picketing, or other labor disputes, damage to work in progress by casualty, or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused.

Section 9.05. Survival of Certain Provisions. The provisions of Sections 7.02, 8.02 and

10.01 of this Acquisition Agreement shall survive the termination of this Acquisition Agreement, and the obligations of the Developer under said Sections shall remain in effect following any such termination.
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ARTICLE X

MISCELLANEOUS
Section 10.01. Limited Liability of Authority. The Developer agrees that any and all obligations of the Authority arising out of or related to this Acquisition Agreement are special and limited obligations of the Authority and the Authority's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Improvement Fund and from no other source. No member of the Authority's Board of Directors, or Authority staff member, employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof.

Section 10.02. Excess Costs. The Developer will be responsible for any and all costs of the Facilities that it is obligated to construct pursuant to the Conditions of Approval in excess of the moneys available therefor in the Improvement Fund.

Section 10.03. Audit. The Director of Public Works and / or the City's Finance Director shall have the right, during normal business hours and upon the giving of two (2) business days prior written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer in to any of the Facilities, and any bids taken or received for the construction thereof or materials therefor.

Section 10.04. Attorney's Fees. In the event that any action or suit is instituted by either party against the other arising out of this Acquisition Agreement, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys' fees.

Section 10.05. Notices. Any notice, payment or instrument required or permitted by this Acquisition Agreement to be given or delivered to either party shall be deemed to have been received when personally delivered, or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within twenty-four hours after such transmission), or seventy-two hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

Authority or CFD: Temecula Public Financing Authority
41000 Main Street
Temecula, California 92589-9033
Attention: Director of Public Works
Developer: Meritage Homes of California, Inc.
5 Peters Canyon Road, Suite 310
Irvine, CA 92606
Attention: Aaron Talarico
Each party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.

Section 10.06. Severability. If any part of this Acquisition Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Acquisition Agreement shall be given effect to the fullest extent possible.

Section 10.07. Successors and Assigns. This Acquisition Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This -24-

Acquisition Agreement shall not be assigned by the Developer, except in whole to an Affiliate, without the prior written consent of the Authority, which consent shall not be unreasonably withheld or delayed. In connection with any such consent of the Authority, the Authority may condition its consent upon the acceptability of the relevant experience and financial condition of the proposed assignee, the assignee's express assumption of all obligations of the Developer hereunder, and / or upon any other factor which the Authority deems relevant in the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and / or obligations assigned, and shall not be effective until approved in writing by the Authority. No assignment, whether or not consented to by the Authority, shall release the Developer from its obligations and liabilities under this Acquisition Agreement.

Notwithstanding the foregoing, the Developer may assign its rights to payment hereunder, without the prior consent of the Authority, to any financial institution providing financing to the Developer or an Affiliate of the Developer.

Section 10.08. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the CFD. Nothing herein shall be construed as affecting the Authority's or the Developer's rights, or duties to perform their respective obligations, under other agreements, use regulations or subdivision requirements relating to the development of the land in the CFD. This Acquisition Agreement shall not confer any additional rights, or waive any rights given, by either party hereto under any development or other agreement to which they are a party.

Section 10.09. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Acquisition Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Acquisition Agreement thereafter.

Section 10.10. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Acquisition Agreement shall be binding.

Section 10.11. Parties in Interest. Nothing in this Acquisition Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the Authority, the CFD, the City, and the Developer any rights, remedies or claims under or by reason of this Acquisition Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Acquisition Agreement contained by or on behalf of the Authority or the Developer shall be for the sole and exclusive benefit of the Authority, the CFD, the City, and the Developer. The City is an intended third party beneficiary of this Agreement.

No provision of this Acquisition Agreement shall in any way be construed to provide any right whatsoever to any contractor, subcontractor, supplier or other party involved in the acquisition, construction or maintenance of any of the Facilities against the Authority, the City or the CFD, including but not limited to any right to payment or damages of any nature, in law or in equity.

Section 10.12. Amendment. This Acquisition Agreement may be amended, from time to time, by written Supplement hereto and executed by both the Authority and the Developer.

The Authority agrees to consider in good faith an amendment to Exhibit B hereto, upon written request of the Developer prior to the issuance of Bonds, to increase the Budgeted -25-

Amounts for the Facilities listed on Exhibit B, due to increases in costs of construction of such Facilities occurring after the date of execution of this Acquisition Agreement, any such written request to provide reasonable support for any requested increases in the Budgeted Amounts.

Section 10.13. Counterparts. This Acquisition Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 10.14. Governing Law. The provisions of this Acquisition Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State.

Section 10.15. Effective Date. Notwithstanding any other provision of this Acquisition Agreement, this Acquisition Agreement shall not become effective unless and until the Board of Directors adopts resolutions forming the CFD, determining the necessity for the CFD to incur bonded indebtedness, calling for an election of the qualified electors of the CFD and canvassing a successful result of the election and declaring the CFD to be fully formed with the authority to issue the Bonds and to levy special taxes on property in the CFD. -26-

IN WITNESS WHEREOF, the parties hereto have executed this Acquisition Agreement as of the day and year first -above written.
20009.24:J19203

TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the

TEMECULA PUBLIC FINANCING

AUTHORITY COMMUNITY FACILITIES
DISTRICT NO.23-02 (PRADO)
0 Aaron Adams,
Executive Director
MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
0 Aaron Talarico,
Vice President -Land Acquisition
and Forward Planning
S-1

EXHIBIT A

DESCRIPTION OF FACILITIES ELIGIBLE FOR

ACQUISITION FROM THE DEVELOPER
The acquisition and construction of: streets (including paving, aggregate base, striping and traffic marking, sidewalks, curbs, gutters and driveways), including Temecula Center Drive, Date Street and Ynez Road within and in the vicinity of the CFD; stormwater drainage systems (including storm drain lines, inlets, outlets, channels, structures, junctions, manholes, catch basins and related dewatering); street light improvements (including light fixtures, substructures, conduits and service points of connection); and street signage (including traffic, stop and street name signs). • The acquisition and installation of traffic signal improvements, including traffic signal interconnection and video surveillance systems, at the intersection of Ynez Road and Temecula Center Drive.
• Landscaping improvements in the public right of way along or in the vicinity of Temecula Center Drive, Date Street and Ynez Road, including related appurtenances.

Exhibit A

Page 1 ends

Temecula City CouncilJanuary 23, 2024

Temecula City Council
January 23, 2024