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HomeMy WebLinkAbout12/11/07 CC ReportsCITY OF LAKE ELSINORE CITY COUNCIL AGENDA ROBERT E BOB MAGEE MAYOR WWW LAKE- ELSINORE ORG DARYL HICKMAN MAYOR PRO TEM (951) 674 3124 PHONE THOMAS BUCKLEY COUNCILMEMBER (951) 674 2392 FAX GENIE KELLEY COUNCILMEMBER LAKE ELSINORE CULTURAL CENTER ROBERT SCHIFFNER COUNCILMEMBER 183 NORTH MAIN STREET ROBERT A. BRADY CITY MANAGER LAKE ELSINORE CA 92530 TUESDAY DECEMBER 11 2007 CLOSED SESSION AT 5 00 P M PUBLIC SESSION AT 7 00 P M The City of Lake Elsinore appreciates your attendance Citizens Interest provides the Council and Agency with valuable Information regarding Issues of the community Meetings are held on the 2nd and 4`h Tuesday of every month In addition meetings are televised live on Time Warner Cable Station Channel 29 and Venzon Subscribers can view the meetings on Channel 31 If you are attending this City Council Meeting please park in the parking lot across the street from the Cultural Center This will assist us in limiting the impact of meetings on the Downtown Business District Thank you for your cooperation The agenda is posted 72 hours prior to each meeting outside of City Hall and Is available at each meeting The agenda and related reports are also available at the City Clerks Office on the Friday prior to the Council meeting and are available on the City s web site at www lake elsinore org In compliance with the Americans with Disabilities Act any person with a disability who requires a modification or accommodation in order to participate In a meeting should contact the City Clerk s Office at (951) 674 3124 ext 262 at least 48 hours before the meeting to make reasonable arrangements to ensure accessibility CALL TO ORDER 5 00 P M ROLL CALL CLOSED SESSION (1) CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov t Code §54956 8) Property APN 375 250 024 City negotiator City Manager Brady Negotiating parties City of Lake Elsinore and Claude J Neal and Wanda J Neal Under negotiation Price and terms of payment RECONVENE IN PUBLIC SESSION (7 00 P M) PLEDGE OF ALLEGIANCE INVOCATION — MOMENT OF SILENT PRAYER ROLL CALL PRESENTATIONS /CEREMONIALS None — NON AGENDIZED ITEMS —1 MINUTE ;te a Speakers Form at the podium prior to the start of the City Council Meeting ) (Please read & complete a Speaker's Form at the podium prior to the start of the City Council Meeting The Mayor will call on you to speak when your item is called ) CONSENT CALENDAR (All matters on the Consent Calendar are approved on one motion unless a Councilmember or any member of the public requests separate action on a specific item ) (2) Minutes of the Following Meeting(s) a) Regular Meeting of November 27 2007 b) Special Meeting of November 27 2007 Recommendation Approve as submitted (3) Warrant List Dated November 29, 2007 Recommendation Authorize payment of Warrant List dated November 29 2007 (4) Pine Street Realignment and Paving — Notice of Completion (5) Recommendation Authorize the Mayor to sign the Notice of Completion and have the City Clerk file the Notice of Completion for recordation with the Riverside County Assessor County Clerk Recorder Recommendation Authorize the City Manager to enter into a contract with David Evans and Associates Inc to provide landscape plan check and inspection services to the City of Lake Elsinore for the remainder of fiscal year 2007 2008 (6) Final Map No 32575 Recommendations 1) Approve Final Map No 32575 subject to the City Engineers acceptance as being true and correct 2) Authorize the City Clerk to accept all dedications sign the map an arrange for the recordation of Final Map No 32575 (7) Resolution Initiating Proceedings and Approving the Engineers Report for the Annexation of Certain Territory Known as APN 363 162 040 into the City of Lake Elsinore Landscape and Street Lighting District No 1, as LLMD Annexation No 21 (Diamond Professional Plaza) Recommendations 1) Approve the Engineers report for Annexation No 21 (Diamond Professional Plaza) to LLMD No 1 2) Waive further reading and adopt a resolution of intention to annex property into LLMD No 1 and to authorize the levy of an assessment within said district 3) Schedule the public hearing on Annexation Area No 21 (Diamond Professional Plaza) for January 8 2008 (8) Resolution of Intention to Establish Community Facilities District No 2007 6 (Holiday Inn Express) Recommendation Waive further reading and adopt a Resolution of Intention to establish Community Facilities District No 2007 6 (Holiday Inn Express) and calling a Public Hearing for January 22 2008 PUBLIC HEARINGS (9) Toyota Recommendations 1) Waive further reading and adopt a Resolution adopting Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 200506 2) Waive further reading and adopt a Resolution approving Commercial Design Review No 2007 08 (10) Extension of Time for Tentative Tract Map No 32786 Recommendation Waive further reading and adopt a Resolution approving the request for an Extension of Time for Tentative Tract Map No 32786 for twenty four (24) months or until October 12 2009 (11) Residential Design Review 2007 13, for Facade Improvements to an Existing Apartment Building Located at 16465 Joy Street (APN 379 132 009) Recommendation Waive further reading and adopt a resolution approving Residential Design Review No 2007 13 BUSINESS ITEMS (12) Second Reading — Recommendation Waive further reading and adopt Ordinance No 1238 amending Section 9 96 140 of the Lake Elsinore Municipal Code regarding use of hydroplane vessels (13) 2008/09 CDBG Funding Recommendations 1) Adopt the 34`h Year Community Development Block Grant (CDBG) Program for Fiscal Year 2008 2009 2) Approve submittal of the City s program to the County of Riverside (14) Annual Financial Reports for the Fiscal Year Ending June 30, 2007 Recommendation Receive and file (15) Web Site Replacement Proiect Authorization to Finalize Scope of Work and Professional Services Agreement with Vision Internet of Santa Monica, CA Recommendation Authorize the City Manager and /or his designee to finalize a scope of work for the City Web site replacement project and negotiate a professional services agreement with Vision Internet of Santa Monica California CALL TO ORDER THE PUBLIC FINANCING AUTHORITY (16) Joint Discussion Resolution Authonzinq the Refunding of Bonds for Community Facilities District No 88 3 (West Lake Elsinore Public Improvements) Recommendations City Council Waive further reading and adopt a resolution acting as the Legislative Body of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) authorizing the issuance of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series and City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series approving the issuance of the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A and the execution and delivery of a Fiscal Agent Agreement Commitment Agreement and Purchase Contracts a Purchase Contract and a Continuing Disclosure Agreement Public Financing Authority Waive further reading and adopt a resolution approving the issuance of Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A in the aggregate principal amount not to exceed $23 000 000 approving an Indenture of Trust a Purchase Contract an Escrow Agreement a Preliminary Official Statement and Commitment Agreement and Purchase Contracts for the Purchase of Local Obligations of the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) and taking other actions related thereto RECESS THE PUBLIC FINANCE AUTHORITY (17) Request for Support to Designate Old Route US 395 as a Historic Route Recommendation Authorize the Mayor to send a letter to Assemblyman Jeffenes in support of his proposed legislation to identify Old Route 395 as a Historic Route (18) Re Organization of the City Council Recommendations (a) Open the floor to nominations for the office of Mayor receive nominations close the nominations and conduct a roll call vote (b) Open the floor to nominations for the office of Mayor Pro Tem receive nominations close the nominations and conduct a roll call vote PUBLIC COMMENTS — NON AGENDIZED ITEMS — 3 MINUTES (Please read & complete a Speakers Form at the Podium prior to the Start of the City Council Meeting) CITY MANAGER COMMENTS CITY ATTORNEY COMMENTS CITY TREASURER COMMENTS CITY COUNCIL COMMENTS ADJOURNMENT The Lake Elsinore City Council will adjourn to a regular meeting to be held on Tuesday January 8 2008 at 5 00 p m to be held in the Cultural Center located at 183 N Main Street Lake Elsinore CA 92530 AFFIDAVIT OF POSTING I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore do hereby affirm that a copy of the foregoing agenda was posted at City Hall 72 hours in advance of this meeting / /ss// u-u.. 2 �D07 VIVIAN M MUNSON DATE CITY CLERK CITY OF LADE 9 LSIHOKE DREAM EXTREME- REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT CLOSED SESSION REPORT Discussion Conference With Real Property Negotiator (Gov t Code § 54956 8) Property APN 375 250 024 City negotiator City Manager Brady Negotiating parties City of Lake Elsinore and Claude J Neal and Wanda J Neal Under negotiation Price and terms of payment Recommendation Recess prior to adjournment of tonight s meeting in order to conduct an executive (closed) session Approved by Robert A Brady Executive Director Agenda Item No 1 Page 1 of 1 MINUTES CITY COUNCIL CITY OF LAKE ELSINORE 183 NORTH MAIN STREET LAKE ELSINORE, CALIFORNIA TUESDAY NOVEMBER 27 2007 CALL TO ORDER — 5 00 P M The Regular City Council Meeting was called to order by Mayor Magee at 5 00 p m ROLL CALL PRESENT MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY ABSENT COUNCILEMBER SCHIFFNER CLOSED SESSION City Attorney Leibold indicated the following item was to be discussed during Closed Session (1) CONFERENCE WITH LEGAL COUNSEL ANTICIPATED LITIGATION Significant exposure to litigation pursuant to subdivision (b) of Section 54956 9 one potential case The Regular City Council meeting was recessed into Closed Session at 5 00 p m RECONVENE IN PUBLIC SESSION (7 00 P M) PLEDGE OF ALLEGIANCE Mayor Magee led the audience in the Pledge of Allegiance INVOCATION — MOMENT OF SILENT PRAYER Mayor Magee led the meeting in a moment of silent prayer 1 Agenda Item No 2a Page 1 of 11 ROLL CALL — 7 00 P M PRESENT MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY ABSENT COUNCILMEMBER SCHIFFNER Also present were City Manager Brady City Attorney Leibold City Treasurer Weber Administrative Services Director Pressey Lake and Aquatic Resources Director Kilroy Public Works Director Seumalo Information /Communications Manager Dennis Parks & Recreation Director Gonzales Chief of Police Fetherolf Community Development Director Preisendanz Planning Manager Weiner and City Clerk Munson (2) Presentation to Sergeant Mark Cordova Mayor Magee presented a proclamation to Sergeant Mark Cordova in recognition for his years of service to the City (3) Presentation of Blue Star Program Recipients Mayor Magee presented certificates of achievement to the following Blue Star Program Recipient families Private 2nd Class Jose Castro Staff Sergeant Christopher de la Fuente David K Travers Interior Communications Seaman Apprentice Sergeant Asa Walker and Betty Jane Lane who was the co founder of Lake Elsinore s Chapter of the Blue Star Mothers of America over 30 years ago All of the recipients and their families thanked the City for their recognition (4) Mayor Magee presented certificates of appreciation to the owners of Elsinore Valley Rentals Ms Rita Wilsey and Desiree Ekstein and Mary Stiles Manager of Starbucks for their assistance during the Hawaii Mars Air Base Operations during the 2007 fires (5) Mayor Magee introduced Ms Janna Kaas the Chairperson of the Unity 5 K Run Committee who presented stipends to four organizations who were selected by the Unity 5 K Run Committee The recipients were as follows The Southwest Boys and Girls Club received $500 Community Connections received $500 COPS 4 Kids received $1 000 and HOPE received $1 500 (6) Mayor Magee presented a plaque to Randy and Brandi Hiner owners and operator of the Motocross Park for being the Business of the Quarter 2 Agenda Item No 2a Page 2 of 11 (7) Nancy Hunzeker 15t Vice Chair of the Board for the Chamber of Commerce provided an update of Chamber activities CLOSED SESSION REPORT City Attorney Leibold announced the Closed Session discussion item as listed above She noted that Item No 1 was discussed and there was no reportable action PUBLIC COMMENTS — NON AGENDIZED ITEMS —1 MINUTE Ruth Atkins, representing the Historical Society announced the Holiday Home Tour COUNCIL APPROVES CONSENT CALENDAR ITEMS NOS 8 THROUGH 19 The following items were listed on the Consent Calendar for Council approval (8) Minutes of the Following Meeting(s) Recommendation Approve the following minutes a Special Joint City Council/Redevelopment Agency Study Session meeting of August 30 2007 b Joint City Council /Redevelopment Agency Study Session of November 13 2007 c Regular Meeting of November 13 2007 (9) Warrant List Dated November 15, 2007 Recommendation Authorize payment of Warrant List dated November 15 2007 (10) Investment Report for October Recommendation Receive and file (11) Claim Against the City Recommendation Reject the claim listed in the staff report and direct the City Clerk s Office to send a letter informing the claimant of the decision (12) Wmterfest Celebration and Street Closures Recommendation Approve closure of Main Street for Winterfest (13) Purchase Authorization for Storage Area Network System (SANS) Recommendation It is determined to be in the best interest of the City to waive the informal bidding process and authorize the City Manager to sign and issue a 3 Agenda Item No 2a Page 3 of 11 purchase order to Nth Generation Computing Inc a HP certified vendor to acquire and install the SANS device (14) Authorization for City Manager to Enter into a Contract with HDR. Inc to Prepare CEQA Compliance Documents for the Proiect Known as Onterra Holdings LLC (Previously Known as Bastion Development ) Recommendation Authorize the City Manager to enter into a contract with HDR for the greater amount associated with the EIR process for $149 050 however the applicant should only be required to deposit the amount associated with an MND ($89 300) until a CEQA document determination has been made (15) General Plan Update Recommendation Receive and file (16) Resolution of Intention to Annex Property Into Community Facilities District No Recommendations 1) Waive further reading and adopt Resolution of Intention No 2007 196 to annex property into Community Facilities District No 20071 (Law Enforcement Fire and Paramedic Services) and to authorize the levy of a special tax within said district 2) Schedule a public hearing on Annexation Area No 1 (Red Kite) for January 8 2008 (17) Resolution Approving a Deposit and Reimbursement Agreement. Resolution of Recommendations 1) Waive further reading and adopt Resolution No 2007 197 approving a Deposit and Reimbursement Agreement relating to the City of Lake Elsinore Community Facilities District No 2007 5 (Red Kite) 2) Waive further reading and adopt Resolution of Intention No 2007 198 to establish City of Lake Elsinore Community Facilities District No 2007 5 (Red Kite) 3) Waive further reading and adopt Resolution of Intention No 2007 199 to incur bonded indebtedness in the amount not to exceed $2 500 000 within the proposed City of Lake Elsinore Community Facilities District No 2007 5 (Red Kite) (18) Sidewalk Construction, Various Locations — Change Order No 1 4 Agenda Item No 2a Page 4 of 11 Recommendations 1) Approve Change Order No 1 for $58 041 50 for E G N Construction Inc 2) Authorize the City Manager to execute Change Order No 1 with E G N Construction Inc for $58 041 50 (19) Agreement to Reimburse TUMF Funds for Right Of Way Costs of SR74/115 Interchange Proiect Recommendation Authorize the Mayor to sign an agreement on behalf of the City for TUMF reimbursement It was moved by Councilmember Kelley and seconded by Mayor Pro Tern Hickman to approve the Consent Calendar Items No 8 through 19 The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE PUBLIC HEARINGS (20) COUNCIL ADOPTS RESOLUTION NO 2007 200, ADOPTING MITIGATED NEGATIVE DECLARATION NO 2007 5 COUNCIL ADOPTS RESOLUTION NO 2007 201, ADOPTING FINDINGS COUNCIL ADOPTS RESOLUTION NO 2007 202, APPROVING GENERAL PLAN AMENDMENT NO 2007 14 COUNCIL ADOPTS RESOLUTION NO 2007 203, APPROVING INDUSTRIAL DESIGN REVIEW NO 2006 03 Mayor Magee opened the public hearing at 7 45 p m Community Development Director Preisendanz presented the staff report He also noted a change to Condition No 17 5 Agenda Item No 2a Page 5 of 11 Mayor Magee requested testimony from the public He inquired if there was anyone wishing to speak in favor or against the item He inquired if there was anyone that wished to speak at all Mayor Magee closed the public hearing at 7 49 p m It was moved by Mayor Pro Tern Hickman and seconded by Councilmember Kelley to adopt Resolution No 2007 200 adopting Mitigated Negative Declaration No 2007 5 The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE It was moved by Mayor Pro Tern Hickman and seconded by Councilmember Kelley to adopt Resolution No 2007 201 adopting findings that the entitlements are consistent with the Multiple Species Habitat Conservation Plan The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE It was moved by Mayor Pro Tern Hickman and seconded by Councilmember Kelley to adopt Resolution No 2007 202 approving General Plan Amendment No 2007 14 6 Agenda Item No 2a Page 6 of 11 (21) The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE It was moved by Mayor Pro Tern Hickman and seconded by Councilmember Buckley to adopt Resolution No 2007 203 approving the Industrial Design Review No 2006 03 to include the change to Condition No 17 The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE APPENDICES Mayor Magee opened the public hearing at 7 56 p m Community Development Director Preisendanz presented the staff report Mayor Magee requested testimony from the public He inquired if there was anyone wishing to speak in favor or against the item He inquired if there was anyone that wished to speak at all There being none Mayor Magee closed the public hearing at 7 58 p m It was moved by Councdmember Buckley and seconded by Mayor Pro Tern Hickman to adopt the following ordinance 7 Agenda Item No 2a Page 7 of 11 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA REPEALING AND REENACTING CHAPTERS 15 02, 15 04, 15 20, 15 24, 15 36, 15 38 15 56 OF THE MUNICIPAL CODE ADOPTING BY REFERENCE THE 2007 EDITION OF THE CALIFORNIA BUILDING STANDARDS CODE, KNOWN AS THE CALIFORNIA CODE OF REGULATIONS, TITLE 24 (CCR, T 24), INCORPORATING THE INTERNATIONAL BUILDING CODE, 2006 EDITION, THE UNIFORM PLUMBING CODE, 2006 EDITION, THE UNIFORM MECHANICAL CODE 2006 EDITION THE NATIONAL ELECTRICAL CODE, 2005 EDITION, THE INTERNATIONAL EXISTING BUILDING CODE 2006 EDITION, THE INTERNATIONAL FIRE CODE, 2006 EDITION, AND AMENDING THOSE CALIFORNIA BUILDING STANDARDS AS IDENTIFIED HEREIN, THROUGH EXPRESS FINDINGS OF LOCAL NECESSITY The following roll call vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE BUSINESSS ITEMS (22) ELSINORE Lake & Aquatic Resources Director Kilroy presented the staff report Pete Dawson resident spoke in favor of the ordinance He also indicated the PSAC or the City Council should also look at requiring het boats that can exceed in excess of 180 mph to obtain special permits It was moved by Counalmember Buckley and seconded by Councdmember Kelley to introduce the following ordinance AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA AMENDING SECTION 9 96 140 OF THE LAKE 8 Agenda Item No 2a Page 8 of 11 (23) ELSINORE MUNICIPAL CODE REGARDING USE OF HYDROPLANE VESSELS The following roll call vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE City Manager Brady presented the staff report It was moved by Councdmember Kelley and seconded by Councilmember Buckley to adopt the following ordinance AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA ACTING AS THE LEGISLATIVE BODY OF THE CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 2006 5 (PARKS OPEN SPACE AND STORM DRAIN MAINTENANCE) AUTHORIZING THE LEVY OF SPECIAL TAX WITHIN ANNEXATION NO 2 (CALIFORNIA BUSINESS CONDOS) ANNEXED TO SAID DISTRICT The following roll call vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE N Agenda Item No 2a Page 9 of 11 (24) COUNCIL ADOPTS ORDINANCE NO 1236 APPROVING PRE ANNEXATION ZONE CHANGE NO 2007 05 City Manager Brady presented the staff report It was moved by Councdmember Buckley and seconded by Mayor Pro Tern Hickman to adopt the following ordinance AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING PRE ANNEXATION ZONE CHANGE NO 2007 05 The following roll call vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE PUBLIC COMMENTS There were no public comments CITY MANAGER COMMENTS City Manager Brady commented on the following (1) Farmers Market Thursday November 29`h from 4 7 00 p m on Main Street and Peck (2) Historical Society Meeting (3) Lake Elsinore Chamber Mixer on December 6`h (4) Wmterfest being held on December 7`h from 6 9 00 p m CITY ATTORNEY COMMENTS City Attorney Leilbold congratulated Sergeant Mark Cordova CITY TREASURER COMMENTS No comments 10 Agenda Item No 2a Page 10 of 11 CITY COUNCIL COMMENTS Counctlmember Kelley commented on the following (1) Reminded everyone about the Christmas Tree Lane at the Diamond Stadium on December 8`h and 9`h between 9 a m— 5 00 p m (2) She also wished Counctlmember Schiffner a speedy recovery Mayor Pro Tem Hickman commented on the following (1) Announced how the Elks Club was successful in providing much needed meals during Thanksgiving (2) Wished Counctlmember Schiffner a speedy recovery Counctlmember Buckley commented on the following (1) Thanked Sergeant Cordova for his many years of service to the City Mayor Magee commented on the following (1) Wished Counctlmember Schiffner a speedy recovery and stated that he was missed Mayor Magee adjourned the meeting at 8 20 p m ATTEST VIVIAN M MUNSON CITY CLERK ROBERT E MAGEE MAYOR 11 Agenda Item No 2a Page 11 of 11 MINUTES SPECIAL CITY COUNCIL MEETING CITY OF LAKE ELSINORE 183 NORTH MAIN STREET LAKE ELSINORE, CALIFORNIA TUESDAY NOVEMBER 27 2007 CALL TO ORDER The Special City Council Meeting was called to order by Mayor Magee at 7 00 p m ROLL CALL PRESENT MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY ABSENT COUNCILEMBER SCHIFFNER PUBLIC COMMENTS — 3 MINUTES No comments DRAINAGE CONSTRUCTION Public Works Director Seumalo presented the staff report He stated concerns regarding the drainage from the Ridgestone Apartments were reported by the County residents along Alan Street He stated in a cooperative effort between the residents Shopoff Group Fairfield Ramsgate L P and City staff a drainage design has been adopted for construction It was moved by Mayor Pro Tern Hickman and seconded by Councilmember Kelley to direct the City Manager to execute the a Memorandum of Understanding on behalf of the City of Lake Elsinore in connection with the drainage construction with Ramsgate Fairfield 1 Agenda Item No 2b Page 1 of 2 The following vote resulted AYES MAYOR MAGEE MAYOR PRO TEM HICKMAN COUNCILMEMBER BUCKLEY COUNCILMEMBER KELLEY NOES NONE ABSENT COUNCILMEMBER SCHIFFNER ABSTAIN NONE The Special City Council Meeting was adjourned at 8 10 p m ATTEST VIVIAN M MUNSON CITY CLERK F4 ROBERT E MAGEE MAYOR CITY OF LAKE ELSINORE Agenda Item No 2b Page 2 of 2 CITY OF LASE 9 LSI110KE DREAM EXTREME TO FROM DATE SUBJECT Discussion REPORT TO CITY COUNCIL HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL ROBERT A BRADY CITY MANAGER DECEMBER 11 2007 WARRANT LIST DATED NOVEMBER 29 2007 The warrant list is a listing of all general checks issued since the prior warrant list Recommendation Authorize payment of Warrant List dated November 29 2007 Prepared By Matt N Pressey Director Of Administrative Services Approved By Robert A Brady City Manager Agenda Item No 3 Page 1 of 5 NOVEMBER 29 2007 CITY OF LAKE ]E]LSINORE FUND# FUND DESCRIPTION WARRANT SUMMARY TOTAL 100 GENERAL FUND $838 724 26 102 L L E B G PROGRAM FUND 1 491 60 105 MISC GENERAL PROJECT FUND 38 272 09 110 STATE GAS TAX FUND 20 000 00 112 TRANSPORTATION/ MEASURE A FUND 64 802 98 130 LIGHTING /LANDSCAPE MAINTENANCE FUND 34 477 78 135 L L M D N01 FUND 2 684 68 204 SIGNAL C I P FUND 14250 205 TRAFFIC IMPACT FEE FUND 74317 211 STORM DRAIN C I P FUND 64125 357 C F D 2003 02 DEBT SERVICE FUND 87500 362 C F D 95 1 (1996 E) DEBT SERVICE FUND 45000 363 C F D 88 3 WEST LAKE ELSINORE 1997 SERIES A DEBT SERVICE FUND 67500 365 C F D 98 1 SUMMERHILL DEBT SERVICE FUND 45000 366 C F D 2005 6 CITY CENTER TOWNHOMES DEBT SERVICE FUND 45000 367 C F D 2006 1 SUMMERLY /LAING DEBT SERVICE FUND _ 1 60500 368 C F D 2006 2 VISCAYA DEBT SERVICE FUND 45000 369 C F D 2004 3 ROSETTA CANYON DEBT SERVICE FUND 87500 371 _ C F D 2005 1 SERENITY /K B HOMES DEBT SERVICE FUND 45000 372 C F D 2005 2 ALBERHILL RANCH DEBT SERVICE FUND 67500 373 C F D 2005 5 WASSON CANYON DEBT SERVICE FUND 45000 374 C F D 2005 4 LAKEVIEW VILLAS DEBT SERVICE FUND 17500 375 C F D 2006 -4 TRACT #30698/32129 DEBT SERVICE FUND 17500 376 C F D 2006 3 LA STRADA DEBT SERVICE FUND 17500 377 C F D 2006 X LUMOS/TESSERA DEBT SERVICE FUND 17500 378 C F D 2006 8 TRACT #31957 DEBT SERVICE FUND 17500 381 C F D 2006 10 RIVERLAKE VILLAS DEBT SERVICE FUND 17500 382 C F D 2006 9 TRIESTE DEBT SERVICE FUND 17500 620 COST RECOVERY SYSTEM 351 371 91 650 C F D 2003 1 LAW & FIRE SERVICE FUND 30000 651 C F D 2006 5 PARKS OPEN SPACES & STORM DRAINS SERVICE FUND 46685 GRAND TOTAL $ 1 362 749 07 12/5/2007 Warrant 112907 loft Agenda Item No 3 Page 2 of 5 NOVEMBER 29 2007 CITY OF LAKE ELSINORE WARRANT LIST CHECK# VENDOR NAME AMOUNT 91995 VOID BUNDY CANYON TURF SUPPLY $ (1 295 79) 92961 MICHAEL SCOTT BURNS 12620 93120 HUG CONFERENCE 65000 93121 DELL SERVICES SALES 33 040 91 93122 UNION BANK OF CALIFORNIA 41 78495 93124 VOID 000 93126 A BETTER PARTY 9975 93127 ACOM SOLUTIONS 1 06673 93128 ALLMED 7464 93129 AMERICAN EXPRESS 94278 93130 _ AMERICAN FORENSIC NURSES 27500 93131 AMERICAN MATERIAL CO 14013 93132 ANIMAL FRIENDS OF THE VALLEY 7 500 00 93133 APPLE ONE EMPLOYMENT SERVICES 2 506 79 93134 ARTISAN GOLDSMITHS & AWARDS 12521 93135 BEHAVIOR ANALYSIS TRAINING INSTITUTE 94400 93136 BID TOX LABORATORIES 75332 93137 BOBS CANVAS INC _ 1 68500 93138 BOYS & GIRLS CLUB 2 744 00 93139 BUNDY CANYON TURF SUPPLY 1 295 79 93140 BUREAU VERITAS NORTH AMERICA INC 12 402 97 93141 C R & R DISPOSAL INC 71 002 32 93142 CA ASSOCIATION OF CODE ENFORCEMENT 32500 93143 CA MUNICIPAL REVENUE & TAX ASSOC 5000 93144 CANON FINANCIAL SERVICES INC 2 619 69 93145 CANYON TIRE SALES INC 9934 93146 CAVENHAUGH & ASSOCIATES DUI SEMINARS 49100 93147 CHEYENNE MFG INC 381 14 93148 CM WASH EQUIPMENT 1 710 65 93149 CMS BUSINESS FORMS INC 42566 93150 CNH CAPITAL AMERICA L L C 3 251 42 93151 COAST TO COAST WIRELESS INC 21434 93152 COMTRONIX OF HEMET 21766 93153 KIRT A COURY 3 075 00 93154 CUTTING EDGE STAFFING INC 1 211 25 93155 DATA QUICK INFORMATION SYSTEMS INC 12950 93156 DAY TIMERS INC 8396 93157 DEPUTY GREGORY MOJADO 25000 93158 DISH NETWORK 5299 93159 CAROLE K DONAHOE A I C P 1 82430 93160 DOWNS COMMERCIAL FUELING INC 5 293 89 93161 93167 E V M W D 29 528 75 93168 E S BABCOCK & SONS INC 65000 93169 ELITE ELEVATOR INC 1 545 00 93170 ELSINORE ELECTRICAL SUPPLY INC 77914 93171 ELSINORE VALLEY RENTALS 431 91 93172 EMKAY INC 89858 93173 ENFORCEMENT TECHNOLOGY INC 3179 93174 ENVIRONMENTAL CLEANING 5 523 01 93175 EXPRESS TIRE 19996 93176 93177 FEDERAL EXPRESS CORPORATION 45915 93178 FERGUSON GROUP L L C 6 000 00 12/5/2007 Warrant 112907 I OF3 Agenda Item No 3 Page 3 of 5 NOVEMBER 29 2007 CITY OF LAKE ELSINORE WARRANT LIST CHECK# VENDOR NAME AMOUNT 93179 FILARSKY & WATT L L P 1 485 17 93180 FRANKLIN COVEY 12401 93181 GALLS INC 70585 93182 _ GOLDEN OFFICE TRAILERS INC 26938 93183 GREENSCAPE LANDSCAPE INC 43675 93184 HARMSWORTH ASSOCIATES INC 3 000 00 93185 93188 HARRIS & ASSOCIATES INC 76 272 25 93189 HI WAY SAFETY INC 47141 93190 HISTORICAL DOWNTOWN MERCHANTS ASSOCIATION 65400 93191 HOLIDAY INN 46200 93192 HUNTINGTON BEACH HONDA 1 218 58 93193 INFOQUEST TECHNOLOGIES INC 7485 93194 INLAND URGENT CARE WILDOMAR 16000 93195 INNOVATIVE DOCUMENT SOLUTIONS 1 139 73 93196 _ _ INTERNATIONAL CODE COUNCIL INC 5 756 79 93197 J & J SUPPLIES INC 1 141 41 93198 JOHN DEERE LANDSCAPES 1 12326 93199 JON S FLAGS & POLES INC 14075 93200 KDM MERIDIAN 66000 93201 KOBATA & ASSOC INC 42 810 00 93202 LABOR FINDERS 62000 93203 LAKE BUICK PONTIAC GMC INC 601 87 93204 LAKE ELSINORE UNIFIED SCHOOL DISTRICT 58013 93205 LAKE ELSINORE VALLEY CHAMBER OF COMMERCE 16 667 00 93206 LEAHIGH INC 1 37200 93207 PRECIOUS LEE 43500 93208 LEIBOLD MCCLENDON & MANN 61 469 16 93209 LEXIS NEXIS 11700 93210 SUSAN LIGHTY 1 928 50 93211 LOGICAL DESIGN INC 1 411 53 93212 _ CHARLES MACKEY JR 3 975 00 93213 MCCAIN TRAFFIC SUPPLY 3 879 04 93214 MCMASTER CARR 17610 93215 LINDA M MILLER 4 200 00 93216 NATIONAL NOTARY ASSOCIATION 6377 93217 NATIONAL SURVIVAL SUPPLY 1 284 86 93218 NELSON PAVING INC 84 375 48 93219 NETCOMP TECHNOLOGIES INC 5 237 51 93220 NEWPORT BOATS 2 060 26 93221 NEXTEL COMMUNICATIONS 2 553 07 93222 NOBLE CONSULTANTS INC 3 628 16 93223 OCB REPROGRAPHICS 4209 93224 PACIFIC TRUCK EQUIPMENT INC 5 564 05 93225 93226 _ PETTY CASH 56372 93227 PITNEY BOWES PURCHASE POWER 3 000 00 93228 POWERLAND EQUIPMENT INC 27 960 00 PALOMAR DESIGN CONSUL' 1215/2007 Warrant 112907 20F3 Agenda Item No 3 Page 4 of 5 NOVEMBER 29 2007 CITY OF LAKE ELSINORE WARRANT LIST CHECK# VENDOR NAME AMOUNT 93238 COUNTY OF RIVERSIDE TRANSPORTATION AND LAND MANAGEMENT 19 320 00 93239 COUNTY OF RIVERSIDE OFFICE OF THE AUDITOR CONTROLLER 3 010 00 93240 COUNTY OF RIVERSIDE BOB DOYLE SHERIFF 27 734 87 93241 ROTARY CLUB OF LAKE ELSINORE 12500 93242 SAFETY KLEEN SERVICES INC 7500 93243 SHAWN SLATER 12619 93224 93250 SOUTHERN CALIFORNIA EDISON CO 8 297 84 93251 SOUTHWEST HEALTHCARE SYSTEM 1 80000 93252 SPRINT 16110 93253 STAPLES BUSINESS ADVANTAGE 1 61077 93254 STATE WATER RESOURCES CONTROL BOARD _ 7 406 00 93255 STAUFFERS LAWN EQUIPMENT 27873 93256 STK ARCHITECTURE INC 20 331 88 93257 SUNBELT RENTALS 17748 93259 TEAM AUTOAID INC 35868 93260 TEAMAN RAMIREZ & SMITH INC 11 62875 93261 TOWN &COUNTRY TOWING 12000 17 930 30 93264 UNITED PARCEL SERVICE 20548 93265 URBAN CROSSROADS INC 3 447 02 93266 VENUS PRINTING 32448 93267 VERIZON CALIFORNIA 95032 ►g92wxiL to] IINIki 14 93269 VERIZON /MCI 57400 93270 WESCO HOMES & DEVELOPMENT 342 076 37 93271 WEST COAST SERVICES 45000 93272 _ WHITE CAP INDUSTRIES INC 26938 93273 _ RAE WILKIE 12393 93274 WILLDAN 217600 93275 WENDYWORTHEY 562500 93276 Z BEST BODY & PAINT SHOPS INC 1 455 89 93277 ZEE MEDICAL INC 13236 4 834 71 TOTAL $1 149 247 18 P E DATE 11/23/07 PAYROLL CASH $ 157 738 06 11123/07 PAYROLL TAXES 55 763 83 GRAND TOTAL $136274907 1215/2007 Wartant 112907 MM&I Agenda Item No 3 Page 5 of 5 CITY OF LADE 9 LSII`IOKE DREAM EXTREME. REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT PINE STREET REALIGNMENT AND PAVING NOTICE OF COMPLETION Backaround On October 23 2007 the City Council approved a roadway realignment project for Pine Street located in the Country Club Heights area of the City The project was a product of a request by a property owner to relocate Pine Street on it s original public right of way Discussion The City solicited and received three informal bids from construction contractors to re align and pave Pine Street The scope of work involved the removal of the existing pavement disposing of the material and reconstructing Pine Street on an alignment consistent with the recorded right of way The low bidder Hardy and Harper completed the work on November 16 2007 Fiscal Impact The total amount approved for construction contingency inspection material testing and project administration was $80 000 Funding source for this project is Street C I P Funds No 201 A total amount of $59 980 was expended for this project which reflects a savings of $20 020 which will be returned to Fund No 201 Recommendation Authorize the Mayor to sign the Notice of Completion and have the City Clerk file the Notice of Completion for recordation with the Riverside County Assessor County Clerk Recorder Agenda Item No 4 Page 1 of 4 Pine Street Realignment December 11 2007 Page 2 Prepared by David S Solomon Project Engineer Ken A Seumalo OrS Director of Public Works Approved by Robert A Brady�� City Manager Attachment Vicinity Map Agenda Item No 4 Page 2 of 4 VICINITY MAP PINE STREET REALIGNMENT CITY COUNCIL Agenda Item No 4 Page 3 of 4 = FORM 288 City of Lake Elsinore City Clkrk's Office City of Lake Elsinore 130 S Main Street Lake Elsinore CA 92530 Pine Street I SPACE ABOVE THIS LINE FOR RECORDERS USE NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT 1 The undersigned is OWNER of the interest or estate below in the property hereinafter described 2 The FULL NAME of the undersigned is City of Lake Elsinore 3 The FULL ADDRESS of the undersigned is 130 S Main Street Lake Elsinore CA 4 The NATURE OF THE INTEREST or ESTATE of the undersigned is In fee Road Right —of —Way (If Olha Than Fee St k I Fee and Im rt For Example Purchm Und Co tm t of P mh a or Le 1 5 The FULL NAMES and FULL ADDRESSES of ALL PERSONS If any WHO HOLD SUCH INTEREST or ESTATE with the undersigned as CO OWNERS are NAMES ADDRESS N/A N/A N/A 6 The full names and full addresses of the predecessors In Interest of the undersigned If the property was transferred subsequent to the commencement of the work or Improvement herein referred to NAMES ADDRESS N/A N/A N/A 7 A work of Improvement on the property hereinafter described was COMPLETED on (d 8 The NAME OF THE ORIGINAL CONTRACTOR if any for such work of Improvement is Hardy and Harper Inc Santa Ana, CA 9 The street address of said property Is 10 The property on which said work of Improvement was completed Is In the City of Lake Elsinore County of Riverside State of California and is described as follows Paving of Pine Street for a distance of 450 feet starting at Skyline Drive I the undersigned say I am the Director (Signet m t Owns Nam d l P g ph 2) VERIFICATION Robert E Magee City of Lake Elsinore owner of the aforesaid Interest In the property described above I have read the foregoing notice and know the contents thereof and the facts stated therein are true of my own knowledge I declare under penalty of perjury under the Laws of the State of California that the foregoing Is true and correct Executed on 20—at 130 S Main Street Lake Elsinore California (Plat Where Sgmd) A ® BUI Agenda Item No 4 FORM 288 01996 ® Paoe 4 of 4 CITY OF 5" m LADE , LSI 0RjE _ —� `DREAM EXTREME- , REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11 2007 SUBJECT LANDSCAPE PLAN CHECK AND INSPECTION SERVICES SELECTION OF CONSULTANT FOR REMAINDER OF 2007 2008 FISCAL YEAR Background The City of Lake Elsinore has been utilizing contract personnel to assist in the performance and provision of specialized landscape plan check and inspection duties in the Community Development Department for over ten (10) years Currently the contract landscape plan checker /inspector performs duties that include on site landscape and irrigation inspection landscape plan check and occasional attendance at Development Review Committee meetings Discussion On August 15 2007 staff sent out a Request for Proposal (RFP) to solicit qualified consulting firms to provide landscape plan check and inspection services to the City In addition to standard mailing the RFP was posted on the City website as well as the American Planning Association website for a period of thirty (30) days Staff received five (5) proposals from the following consulting firms Consultant Contactij c Proposal David Evans & Assoc Kim Rhodes VP $100 — $135/ hr Community Works Timothy Malone $95 $115 + mileage PMC Philip Carter President $90 /hr Forma Michael Savage Director $105 — $195 /hr Van Dyke Landscape Arch Dan Roberts Project Mgr $90 $145/hr Agenda Item No 5 Page 1 of 24 Landscape Plan Check/inspection Consultant December 11 2007 Page 2 of 3 Selection Criteria While reviewing the submitted RFPs staff employed the following factors to determine the best qualified firm that could provide acceptable levels of service to the City and the development community • Experience with performing landscape plan check and inspection in a municipal setting • The qualification and number of staff available for the assignment • Approach to meeting the City s needs as well as working with the development community • Approach at meeting deadlines providing clear and detailed plan check comments /corrections • The ability to maintain a timely plan check process • Cost estimates All consulting firms exhibited varying degrees of experience and dependability related to landscape plan check and inspection In addition most cost estimates were relatively close given the general scope of work that will be required Staff recommends the selection of David Evans and Associates Incorporated (DEA) This firm demonstrated the ability to provide the most effective landscape plan check and inspection service program for the City The DEA proposal which was in the middle range cost wise compared to the other submittals also included mileage incurred during inspections incorporated as part of the hourly rate (as opposed to an additional separate fee for mileage) DEA currently provides or has provided landscape plan check and inspection services for the Cities of San Gabriel Chino Diamond Bar and Highland the Jurupa Community Services District as well as for private developers such as KB Home Some of the key components to this selection included DEA s experience serving other municipalities the experience level of their staff and their willingness to work with the development community Fiscal Impact Current fees paid by developers for landscape plan check and inspection services (Attachment 1) reflect a flat charge based on acreage for commercial /industrial review and number of dwelling units for residential review This system is not always accurate in reflecting actual time that has been incurred reviewing landscape plans and /or site inspections With this in mind and in conjunction with securing a new landscape plan check and inspection consulting service staff will be implementing a developer deposit Agenda Item No 5 Page 2 of 24 Landscape Plan Check/inspection Consultant December 11 2007 Page 3 of 3 Cost Recovery System (CRS) This method of fee assessment is identical to the system currently in place for other development projects Although fees will remain unchanged the fee will in essence become a deposit that staff and the development community will be able to monitor in terms of actual time allotted to a landscape plan check and /or inspection The proposed contract will generate minimal fiscal impact to the City in that this service will be 100% billable through the CRS system Recommendation Staff recommends that the City Council authorize the City Manager to enter into a contract with David Evans and Associates Inc to provide landscape plan check and inspection services to the City of Lake Elsinore for the remainder of Fiscal Year 2007 2008 Prepared by Tom Weiner" Planning Manager Approved by Robert A Brady City Manager Attachments Current Landscape Plan Check and Inspection Fee Breakdown Request For Proposal Document David Evans and Associates Company and Staff Information Agenda Item No 5 Page 3 of 24 A W rWr-� 1�1 F U W a U W U z a a a d U A z a W N 9 W � Y b c T Y `u u Y G. = I- V V A m rt A o 1=i c 0 O T`2 M O NO 1Of1 W a N 11'1 1n oo ovv�_V (U 0) 0. CL Ov+ ? 0 0 0 0 0 O O O O O N 0 o y 0 cc 0 O J o O w 000 O^ N n P P d NM ^ M ^ O C N M VT Vf N N pN S O S 0 O S S S S 0 0 W aR N N N M N n� VT V)VTNVT NN NNN N W LU 2 E 0 0 0 0 0 S 0 0 S 0 S 10 S N N S 0 00 10 O S In r 00 w — N n 00 N N N to N VT Vf N N N N N W N Y � ro Y U W v d u b V N I(1 N to :E HT O 0 O N O N Qj = a d d �_ N d a. J C CD S 00 00 00 0 0 S "b 0 0 $ 0 w0 O? O wO0S 000 O O N M N N N N 1 O QIl 000 V" h O � N M VT to N Vl N to N VT N N N H H SSSSS 8800888 S W 000 00 oSo 1 N 7 P N N N Vf N N N N N N N Vf N N VT W 0 0 0 0 0 0 0 S S 0 S 0 S O O O O O O O p 0 0 0 M 0 p 7 V N N N n N M .M0 CIO 1On 11 `a r N V! N lA VT N N VT N N VT N Vf y} N C \_ C A A R w u E a E w v v o w n a Agenda Item No 5 Page 4 of 24 CITY OF LADE LSINOIZE REME REQUEST FOR PROPOSALS /QUALIFICATIONS (RFP/RFQ) LANDSCAPE INSPECTION /PLAN CHECK SERVICES The City of Lake Elsinore Community Development Department invites prospective Respondents to submit proposals for Landscape Inspector/Plan Checker Proposals must be submitted in accordance with the conditions outlined in the Request for Proposals (RFP) attached hereto This RFP is being distributed to local professionals that have been certified as landscape architects by the State of California and have experience reviewing landscape plans and conducting site inspections This RFP is specifically intended for landscape architect and planning professionals with the necessary background and experience needed to properly review landscape plans and conduct inspections for residential and commercial/industrial developments parks and recreation projects and Public Works projects The City wishes to have all work performed under the direct supervision of a professional landscape architect currently licensed to practice in the State of California The scope of work in this RFP generally involves performing landscape design consultation plan review and inspections for projects including large residential subdivisions capital improvement projects and commercial and industrial projects as well as working with Community Development and other City staff regarding landscaping design issues Description Varying projects will require landscape plan check and inspection services throughout the year The requested RFP is for an annual agreement to provide these services on an as needed basis One and possibly a second landscape /planning firm will be selected for annual agreements to ensure availability The annual agreement will be with the Community Development Department and will include other City Departments COMMUNITY DEVELOPMENT SCOPE OF SERVICES 1 Development Review Committee (DRC) Review • Upon notification from the Community Development Department that landscape plans are ready for review the contractor will pick up plans at City Hall Two (2) sets of landscape plans along with a copy of the conceptual grading plan architectural site plan and building elevations will be made available to assure that landscaping is compatible with the architecture and appropriate for the proposed grading 951 674 3124 130 S MAIN tTREET LAKE E SINORf CA 92530 Wl WLAKF HSINOREORC Agenda Item No 5 Page 5 of 24 City of Lake Elsinore RFP/RFQ Landscape Consulting Services Page 2 • The landscape consultant maybe required to meet with the project planner to discuss the project prior to beginning the review • The landscape consultant will review the plans to verify consistency with the General Plan Development Code applicable Ordinances and Design Guidelines An initial site visit will be necessary to become familiar with the project and surrounding area One (1) set of plans will be redlined with comments (presented in a Word document) notifying the applicant of revisions that are necessary to meet City requirements Items not specifically addressed in the Municipal Code or applicable Design Guidelines but that are outside of professional nouns should also be identified and noted Plans will also be cross checked against the architectural and grading plans • The landscape consultant will return one (1) set of redlined plans along with plan check comments to the Planning Division within (fourteen) 14 calendar days of receipt of the first submittal and seven (7) days of the second submittal and (if applicable) upon third submittal For sensitive or fast track projects the landscape consultant will complete conceptual reviews within five (5) calendar days Plan check comments will also be sent to the project planner via a mail for use by the City One set of plans will be kept on file at the contractor s office so that if questions anse from either the project planner or the applicant the contractor with full knowledge of the project can provide responses to inquiries • Additional conceptual reviews beyond the first review shall be billed at the flat rate fee 2 Review of Construction Plans and Documents • Upon notification the landscape consultant will pick up two (2) sets of landscape construction plans one (1) copy of the approved conceptual landscape plan (if applicable) conditions of approval and the final precise grading plan at City Hall to verify consistency with the General Plan and the City s Development Code and Ordinances Design Guidelines any approved conceptual landscape plans and conditions of approval One (1) set of landscape construction plans will be red lined with comments notifying the applicant of necessary revisions to be made to bring the plans into conformance with City requirements and the approved landscape plan Items not addressed in the City Development Code or applicable Ordinances but that are outside of professional norms will also be marked for explanations from the applicant Plans will be crosschecked against the final precise grading plans • The landscape consultant will return one set of red lined plans along with plan check comments to the project planner Plan check comments will also be sent to the project planner via a mail Comments /red lines shall be returned to the project planner within fourteen (14) calendar days after notification of plan pick up Comments shall also be categorized into two (2) groups The first group of comments addresses landscape issues related directly to the landscape architect The second group of comments addresses landscape issues as they relate to site planning or grading issues Comments shall be in Agenda Item No 5 Page 6 of 24 City of Lake Elsinore RFP/RFQ Landscape Consulting Services Page 3 both digital (e mail) and hard copy format One set of plans will be kept on file at the contractors office so that if questions anse from either the project planner or the applicant the contractor with full knowledge of the project can provide responses to inquiries • Once the applicant has re submitted revisions the consultant will pick up at the City and re check them for conformance Should all revisions been made and all questions answered the plans will be returned to the project planner with a signed approval stamp If all revisions are not made and/or the plans are still deficient one set of plans will be red lined again and returned to the applicant for revisions This process will continue until the plans are brought into conformance with City standards professional norms and approved plans Plan checks beyond the third check may be subject to an additional fee 3 Inspection Services ■ Once notified that the applicant has completed the landscape installation the contractor will provide a site inspection in order to insure conformance with approved plans A written or digital (e mail) report will be provided to the project planner after each inspection indicating the status If desired by the project planner the consultant will send a copy of the report to the applicant so that they will be aware of which items need correction or completion Each landscape inspection will be billed upon the agreed rate ■ Inspections will be completed in no less than 3 working days after notification 4 Landscape Advisory Resource ■ The contractor shall be available to act as a resource for City staff responding to general questions or inquiries concerning specific projects Should staff require other tasks to be performed (i a review of a specific plan document) the contractor shall provide services based on a mutually agreed upon flat fee 5 Attendance at Meetings ■ The consultant shall be available to attend Design Review Committee (DRC) Planning Commission or City Council meetings as requested by City of Lake Elsinore Planning staff based on an agreed fee GENERAL REQUIREMENTS FOR REQUEST FOR PROPOSAUOUALIFICATIONS (RFP/RFO) The contractor shall provide the following Agenda Item No 5 Page 7 of 24 City of Lake Elsinore RFP/RFQ Landscape Consulting Services Page 4 ■ A brief description of the consulting firm organizational structure location of principal offices number of professional personnel names of staff members that may work on assigned projects and all other pertinent information ■ The name and relevant experience of the principal or project manager in the firm who will have direct and continued responsibility for the project This person will be the City s contact on all matters dealing with the project and will handle all day to day through completion of the project ■ The names of any outside consultants and/or sub consultants to be utilized including a brief description of their role in the project The intent of the City is to have the fine receiving this RFP/RFQ perform the bulk of the work to be covered by the annual agreement Sub consulting must be pre authorized by the Director of Community Development and will only be allowed in limited situations The consultant s understanding of the purpose of the annual agreement and proposed approach for completing work ■ A detailed list of the items of work to be performed by the consultant ■ Resumes of all personnel that will provide services in relation to the landscape services contract • Examples of each consultant s recent relevant experience ■ Current billing rate schedule • An authorized official of the consulting firm shall sign the proposal • The proposal shall be valid for a minimum of 90 days • Consultant is obligated to provide evidence of insurance liability and abide by all City of Lake Elsinore Risk Management procedures • Consultant will maintain required professional licenses and registration during the life of the agreement with the City GENERAL INFORMATION ✓ The City of Lake Elsinore reserves the right to reject any and all submittals ✓ Consultant shall not bill the City for any travel time and/or expenses associated with a site visit or charge a set minimum number of hours for each site visit beyond that which has been agreed to Agenda Item No 5 Page 8 of 24 City of Lake Elsinore RFPIRFQ Landscape Consulting Services Page 5 ✓ The terms and scope of the Agreement will be arrived at on the basis of professional negotiations between the City and the prospective consultant If the City and prospective consultant fail to reach a contractual agreement the City may renegotiate with any other finalist The City s standard agreement is attached for reference The City reserves the right to extend the agreement on a yearly basis if satisfied with the performance of the consultant ✓ Please refer any questions regarding the technical content of this RFP/RFQ to Tom Weiner Planning Manager at (951) 674 3124 ext 270 SELECTION CRITERIA ✓ The City plans to consider the consulting firm s experience with performing work in a similar capacity the qualification and number of staff available for the assignment the experience of any sub consultants and the firm s demonstrated ability to meet deadlines ✓ A selection team will review the RFP/RFQ submitted and may request interviews from the top candidates The top candidates will be ranked by the selection team based on qualifications and presentations The City reserves the right to negotiate terms and scope of work with the two (2) highest ranked candidates If an agreement cannot be negotiated the City reserves the right to renegotiate with any other finalist TIME SCHEDULES The following is the City s tentative schedule for selection of completing review of submitted RFP/RFQ s and executing an agreement I Issuance of RFP/RFQ request August 15 2007 2 Deadline for filing RFP/RFQ with City September 17, 2007 3 Staff review of Statement of Qualifications September 18 — 21 2007 4 Interview of top consultants (if deemed necessary) September 24-28 2007 5 Recommendation to City Council for approval October 9 2007 6 Agreement Term October 10 2007 — June 30 2008 Agenda Item No 5 Page 9 of 24 City of Lake Elsinore RFP /RFQ Landscape Consulting Services Page 6 Five (5) copies of the Statement of Qualifications must be received in person or via mail by 5 00 p m on the filing deadline of September 17, 2007 at City of Lake Elsinore Community Development Department — Planning Division Atm Kris Herrington 130 S Main Street Lake Elsinore, Ca 92530 Please clearly mark the envelope as follows "RFQ/RFP City of Lake Elsinore Annual Agreement for Landscape and Plan Check Services — Community Development — FY 2007 2008" Attachment Exhibit A Insurance Requirements Exhibit B Indemnification and Personal Services Contract Agenda Item No 5 Page 10 of 24 Cl YI^ i ra, i, ix 1 Landscape Inspection /Plan Check Services MAIN ODAVID EVANS ASSOCIATES Since 1976 DEA has been filling the need for high quality landscape architectural engineering surveying and planning services that are timely accurate creative and cost efficient Founded upon these disciplines DEA has grown from a site development firm to the multidisciplinary firm it is today DEA has been providing multi disciplinary consulting services to clients in the public and private sectors Including m 0 Landscape Architecture C Land Planning GPS Surveying y Civil Engineering Structural Engineering GIS Mapping W Conventional Surveying Environmental Engineering Right of Way Acquisition Environmental Planning Telecommunications Natural Resource Management 0 Engineering Transportation Planning/ Engineering Design w 0 DEA STATISTICS DEA supports the efforts of more then 1 000 employee owners and maintains offices in California Arizona Colorado Oregon Washington and New York CE News has named DEA one of the best engineering firms to work for in the nation since 2001 DEA has also consistently ranked among Engineering News Record s Top 100 Pure Design firms in the U S DEA is a founding member of GDA (Global Design Alliance) a national consortium of prominent U S architecture and engineering firms QUALITY MANAGEMENT DEA has an aggressive firm wide quality management (QM) program To maintain a consistently high level of quality DEA • designates a professional staff member as central contact for each client to ensure that the client s needs are met • organizes QM committees in each office to Identify issues develop recommendations and ® implement solutions • establishes a quality and control program based on Corporate standards and training office processes and documentation and project specific quality control plans FINANCIAL INFORMATION DEA is a corporation organized under the jaws of the state of Oregon From Its Inception on April 1 1976 DEA has grown to Include 123 stockholders Current financing in addition to 10 stockholder equity consists of accounts receivable from 401 SW Fifth Avenue Portland Oregon 97204 DEA s contact is Richard Pickwick (503) 225 1753 For 2006 DEA s business volume reached $151 7 million CITY aF , ko 1b LADE C?LSIIYORE 14 Agenda Item No 5 ,- DKEAM EXTREME Page 11 of 24 10 �t1 A �-8 e-� a a 2 0 C_ N w 0 J w 0 U Landscape Inspection /Plan Check Seances VDA ID EVA !S as,OCI --.s IDEA has qualified individuals available to assist you in your project needs Our staff has the knowledge experience and enthusiasm to achieve your goals and to incorporate the participation of your staff at key points on each project We understand the need for frequent and personal contact from our staff to yours Our staff members understand the importance of keeping our clients informed We have included an organizational chart showing the team s relationship followed by short bins of key personnel who will be assigned to your projects Additionally full resumes of key staff are included for your review P�nritlpalm�Charae KImS Rhodes LA. 3667 1� a We find outstanding professionals and !::% we give them the freedom and 0 support to do what they do best E-�, —David F Evans g.3 [�3 C3 i�L IDEA Support Disciplines 43 `�`�'' Archltecture�� '� ',� "`.„ �Gv IFEng�eenng t� Plann�n9 L� r h Jd 3l, CITY OF ,nom LADE LSIN OIZE I Ilt 1W DRFAM FXTREMF Landscape Inspection/ Plan Checking Ted Young CID John Little ASLA s8rands L A 5318 1 Chris Giannim L A 4287 — Mr Giannmi will serve as project manager and will be the primary contact between the City and DEA He is a California registered landscape architect and project manager with IDEA He has been involved in landscape architecture for 14 years and has been responsible for landscape architectural design management and construction observation on numerous projects including design and planning for parks sports facilities streetscapes commercial industrial retail facilities developer housing apartment housing private residential and memorial developments His experience includes the use of AutoCAD In the preparation of site master plans and construction documents Mr Glannml has also Page 12 of 24 IDEA Support Disciplines `�`�'' Archltecture�� '� ',� "`.„ �Gv IFEng�eenng � .r`"� Environmental Plann�n9 Chris Giannim L A 4287 — Mr Giannmi will serve as project manager and will be the primary contact between the City and DEA He is a California registered landscape architect and project manager with IDEA He has been involved in landscape architecture for 14 years and has been responsible for landscape architectural design management and construction observation on numerous projects including design and planning for parks sports facilities streetscapes commercial industrial retail facilities developer housing apartment housing private residential and memorial developments His experience includes the use of AutoCAD In the preparation of site master plans and construction documents Mr Glannml has also Page 12 of 24 Landscape Inspection /Plan Check Services 0 0 C N w 0 0 J 0 U t� Q� (7 t7 CITY OF ach LADELSIlYOIZE DRr ODAVID bANb ASSOCIAT S served as the landscape architectural consultant for the city of Highland and aided In the writing and overseeing of park design and construction Implementation standards for Jurupo Community Services District Kim S Rhodes L A 3867 — Ms Rhodes is a California registered landscape architect and vice president with DEA For the post 21 years she has been responsible for park and recreation design theme park and film studio projects school and campus improvement plans streetscape /urban design and trail master planning She assists with Design Review Board representation for San Gabriel and Chino whenever necessary She has also worked with numerous Southern California municipalities on parks and recreation projects including sports complexes and parks of all sizes and types She has been responsible for landscape architectural services for downtown streetscape projects and median improvement projects Ms Rhodes has performed landscape and irrigation design in addition to construction observation and administration for hotels parks sports facilities schools and commercial residential and industrial developments Ms Rhodes is also a former member of DEA s Board of Directors Greg Clark L A 5320 — Mr Clark will serve as assistant project manager He Is a landscape architect and an associate of DEA with more than 12 years of experience In the fields of landscape architecture park planning and architecture Mr Clark has been responsible for landscape architectural design on numerous projects including design and planning for parks playgrounds sports facilities streetscapes commercial industrial developer housing apartment housing and private residential projects His expenence includes the use of AutoCAD in the preparation of site master plans and construction documents Mr Clark has aided in the observation of park and playground design and construction Outside of DEA Mr Clark teaches architectural drafting at Mt San Antonio College He currently serves as City landscape architect for the City of San Gabriel including his role on the Design Review Board Ted Young CLIA— Mr Young is a certified landscape irrigation auditor irrigation designer and construction manager with DEA For the past eight years He has been responsible for landscape Irrigation design project management and construction Inspection on numerous private as well as municipal projects Mr Young currently provides plan checking services for the cities of Anaheim and Chino Hills John Little ASLA— Mr Little Is a field Inspector with DEA and has a unique background in design and construction Within the last 8 years he has completed projects from Hawaii to Maine His diverse ability from redevelopment master planning construction management environmental Impact analysis green design or alternative materials design have afforded him success in both the private and public sector Mr Little currently provides plan checking and inspection services to the cities of Walnut Diamond Bar and Anaheim Jim Brands LA 5318 — Mr Brands is a registered landscape architect with DEA and has over 17 years of landscape design and construction experience He has been Involved In numerous projects including retail shopping and commercial centers business parks single and multi family housing city streetscapes hotel casino and RV resort site planning and design Additional responsibilities have Included construction inspection and field work for a broad range of projects and experience In working closely with municipalities in establishing and enforcing landscape design and construction standards for new housing tracts and master planned communities Mr Brands utilizes his skilled knowledge of CAD programs and presentation software In all aspects of landscape architectural design Page 13 of 24 Landscape Inspection /Plan Check Services C ODAVID EVANS ASSOCIAT Cnstme McPhail LA 4216 — Ms McPhail is a California registered landscape architect certified arbonst and client manager with DEA For the past 17 years Ms McPhail has been responsible for all aspects of landscape architectural planning design construction and maintenance She has been Involved in a variety of projects including downtown redevelopment commercial sites hotels land development median and streetscapes parks schools transit centers and historic restoration Ms McPhail served as City landscape architect for San Gabriel and provided plan checking services to both San Gabriel and Chino 0 43 0 David C Agnew ALA — Mr Agnew is a California registered architect with more than 26 years C of experience in architecture urban and land use planning This experience was obtained " while serving with both private and public sector organizations and consisted of the design and Implementation of residential master planned communities commercial and industrial y developments redevelopment projects and modernization of public educational facilities J 1.3 Jeffrey K Rupp P E — Mr Rupp is an engineering leader with DEA His experience includes €� 0 engineering design and hydrology as well as construction management design and analysis for parks storm drain projects street sewer water and grading plans underground utility 0 U structures right of way projects railroad track layout environmental assessments surveys and f� a variety of large multi discipline projects t3 Ryan Birdseye — Mr Birdseye has over 18 years of environmental planning experience working f7 with both public and private sector clients Mr Birdseye is proficient in environmental review and document preparation in compliance with NEPA and CEQA project management 4� resource management public presentations and agency coordination Mr Birdseye has h wide ranging experience in the preparation of Environmental Impact Reports (EIRs) Negative f J Declarations Environmental Impact Statements (EISs) and technical reports Added to Ryan s wealth of experience is his ability to work directly with public interest groups to discern and i� evaluate potential public concerns (-3 4-D iI 0 Q t-3 0 0 47 t� f� K�AA fl +J CITY OF , LAI,E (62LSIlYO}ZE -� e DREAM Page 14 of 24 ii ry r. A s� t� s� La F� m 0 c w 0 0 J w 0 t U Inspection /Plan Check Services CHRIS GIANNINIE LA 3867 Associate / Project Manager Mr Giannini is a California registered landscape architect and project manager with DEA He has been involved in landscape architecture for 14 years and has been responsible for landscape architectural design management and construction observation on numerous projects including design and planning for parks sports facilities streetscapes commercial industrial retail facilities developer housing apartment housing private residential and memorial developments His experience includes the use of AutoCAD in the preparation of site master plans and construction documents Expenence CD 41=11 DAVID EVANS ASa OCIA� Education B S Landscape Architecture 1993 California State Polytechnic University Pomona Registration Registered Landscape Architect Cal Porn a (4287) 1999 expires 1/31/08 J : City Landscape Architect Highland California Mr Giannini served as the City of Highland s landscape architect Duties included pre application review design review plan checking and landscape architectural consulting on projects within the City Mr Gionnini also served in an advisory capacity to the Design Review Committee He also aided in the observation of park and playground design and construction inspection e� Site Inspector Jurupa Community Services District California Mr Giannini aided in the writing and overseeing of park design and construction implementation standards for Jurupa Community Services District Freedom Park Palm Desert California As landscape architect and project lead Mr Gionnint managed and directed the design (3 efforts for this 23 acre sports park from conceptual drawings through construction drawings 0- and into construction realization The park offers three softball fields three basketball courts two volleyball courts one soccer field a staging or entertainment plaza with colorful shade 0 canopies restroom building concessions building a dog park picnic shelters and barbeque �3 areas two covered play areas a fog fountain play area and walking path The overall theme of the park is one of patriotism honoring various figures and events of American history that have made an impact on the freedom we appreciate in this country The walking path has g s several star shaped memorial stations detailing these historical figures or events These stations will be a collaborative effort between DEA the city of Palm Desert and local artists �� Robert Ovrom Park Burbank California J ' As landscape architect and manager Mr Gionnim is currently working on a mixed use site in the city of Burbank that includes a community center and urban park The community center will also serve as a center for continuing education and is a major part of this site development This small urban space and the many uses it must provide is the site s greatest design challenge DEA engineers are designing a parking garage under the building have made it possible to provide more uses for the park site The park will include a basketball court play areas picnic shelters picnic tables open turf area restroom building and an informal passive garden area Overall the site design is one of contemporary styling which provides spaces for public art and murals on the exterior wall of an adjacent building The many uses and compact area integrated with contemporary styling make this an exciting uTr of project be a part of through final construction LADE "LSINOIZE 18 Agenda Item No 5 —� ♦ Darntit EXTREME Page 15 of 24 1 ea A t� to 1 1 IA Inspection /Plan Check Services ODAVID VANS Ao,GC AT _S Education B S Landscape Architecture 1985 California State Polytechnic Un ersity Pomona Registration Reg stered Landscape Architect Californ a (3867) 1993 expires 9/30/08 Professional Memberships American Society of 3 ,�^ Landscape Aichrfeds `. ,ColifornaParksand' Perret Park Wildomar California a hbFA Ms Rhodes served as principal in charge on the redevelopment of Perret Park This 5 acre park and swim beach is located on Lake Elsinore and provides the community with much needed park facilities including a restroom parking children s play area half basketball court boat launch floating dock and scenic outlook Ms Rhodes and the DEA team worked closely with the community and local supervisor s office by facilitating community workshops DEA prepared final construction documents as well as provided full time construction observation KIM S RHODES, L A, 3867 On Call Landscape Architecture Contract Port of Los Angeles California DEA — Vice President / Principal in Charge Ms Rhodes is a California registered landscape architect client 8 manager and vice president with DEA For the past 22 years Ms design services in addition to community outreach efforts programming and bid assistance Rhodes has been responsible for landscape architectural design and management on numerous projects including design and planning for parks trails hotels streetscapes sports facilities p schools commercial residential and industrial developments C She manages large multi disciplinary projects including on call to services contracts for Caltrans District 8 the Port of Los Angeles N county of San Bernardino and city of Los Angeles She is responsible for business development and also recently served on J DEA s Board of Directors w >. Expenence ODAVID VANS Ao,GC AT _S Education B S Landscape Architecture 1985 California State Polytechnic Un ersity Pomona Registration Reg stered Landscape Architect Californ a (3867) 1993 expires 9/30/08 Professional Memberships American Society of 3 ,�^ Landscape Aichrfeds `. ,ColifornaParksand' Perret Park Wildomar California a hbFA Ms Rhodes served as principal in charge on the redevelopment of Perret Park This 5 acre park and swim beach is located on Lake Elsinore and provides the community with much needed park facilities including a restroom parking children s play area half basketball court boat launch floating dock and scenic outlook Ms Rhodes and the DEA team worked closely with the community and local supervisor s office by facilitating community workshops DEA prepared final construction documents as well as provided full time construction observation L'f On Call Landscape Architecture Contract Port of Los Angeles California DEA landscape architects under the direction of Ms Rhodes provided conceptual and final 8 design services in addition to community outreach efforts programming and bid assistance on several projects while performing work under DEAs On Call Contract These projects included the Alameda Street Beautification Terminal Way Phases I and II design development planning for the TraPac facility planning and design for up to 40 sites for the Million Trees Initiative and Community Outreach for the Million /Thousand Trees Initiative DEAs team worked with Port staff in engineering architecture and maintenance to identify potential projects and assist where necessary as an extension to staff when needed Prior to DEAs current contract we prepared improvement plans for the Gibson Slopes which included slope stabilization evaluation of soil structure and irrigation plans to support the Ports planting efforts Caltrans District 8 On Call Landscape Architectural Services San Bernardino and Riverside Counties California Ms Rhodes served as project manager for this $1 1 million dollar on call contract with District 8 She coordinated with Caltrans landscape architects on a daily basis to ensure project scheduling pnontization of tasks subconsultant deliverables specification data cost estimating criteria design modifications and invoicing She was responsible for the 10 dissemination of project specific data and budgeting within the Caltrans WBS structure She guided the DEA team of landscape architects designers specification writers cost estimators _11� and Microstation production staff to ensure compliance with the goals of the Task Order and 0 criteria set forth by Caltrans CLM OF LADE �LSIMO E 19 Agenda Item No 5 0 DRF EOREMF Page 16 of 24 L'f -D -j t� sd e� a a1 to PA t� t� 4� f� a3 F� F= f� p �j C� E� t� ra Landscape Inspection /Plan Check Services 0 -- DAeID VA N, AssoCiA d 0 C h W 6 J 0 Z. U CITY OF .� LADE �LSINC)KE ' ` DD A GREG CLARK, L A 5320 Education DEA — Landscape Architect BAssoc atAedrn n star o n 1991 Orange Coast Mr Clark is a landscape architect and an associate of DEA He College Costa Mesa CA brings more than 12 years of experience in the fields of landscape architecture park planning and architecture to his work Mr Assoc ate of Sc ence n Architect re 1994 Mt Clark has been responsible for landscape architectural design and San Antonio College drafting on numerous projects including design and planning for Walnut CA parks playgrounds sports facilities streetscapes commercial industrial developer housing apartment housing and private Bachelor of Landscape Architecture 1996 residential projects His experience includes the use of AutoCAD in U ersty of Ne ado Las the preparation of site master plans and construction documents Vegas Mr Clark has served as a playground design consultant for many Las Vegas NV cities school districts daycare facilities churches and other public Registration and privately owned entities throughout Southern California He Regstered Landscape has aided in the observation of park and playground design and Architect California construction Outside of DEA Mr Clark teaches architectural (5320) 2007 expres drafting at Mt San Antonio College A � , , 'rf 10/31/09 Experience City Landscape Architect San Gabriel California Mr Clark currently serves as the City Landscape Architect for San Gabriel California Duties include pre application review design review plan checking and landscape architectural consulting on all projects within the City Mr Clark also serves in an advisory capacity to the Design Review Committee which meets monthly Design Review Board Chino California Mr Clark currently serves as the consulting landscape architect to the Design Review Board reviewing City projects for compliance with approved design guidelines as well as for aesthetic and functional compatibility Mr Clark attends Board meetings to discuss projects with the development team planning staff planning commissioners and consultant architect The Cove San Jacinto California As project manager and landscape architect Mr Clark was involved with the design and construction documents for one of KB Home s most recent development projects in southern California This hillside development offers many challenges that include coordination with various city county and state agencies the use of mitigation basins and protection of vernal pools The design and construction of the development includes a 7 acre neighborhood with sports facilities picnic areas playgrounds and a restroom building A pedestrian walk through a linear greenbelt with a seasonal stream acts as a main corridor for each neighborhood tract throughout the development Other design responsibilities include streetscapes perimeter theme walls and signage model homes in tract storm water basins three neighborhood parks and fire fuel modification plans Construction documents for later phases are still in design and review while the overall rough grading and first few tract phases are underway As of this date eight model homes two pocket parks and one half mile of streetscape are complete Page 17 of 24 V I J1 a E1 t� rV3 c� 4? c� {.3 is i, r IA Landscape Inspection /Plan Check Services 2 0 C _N W d 0 Z. U CITY OF tt LADE "LSIIYOKE Voae nF ,e TED YOUNG, CLIA DEA — Landscape Irrigation Designer Mr Young is a construction manager certified landscape Irrigation auditor and Irrigation designer with DEA For the past nine years Mr Young has been responsible for project management landscape Irrigation design and construction Inspection on numerous private as well as municipal projects Experience Plan Checking Services Chino Hills and Anaheim California Mr Young is currently assisting with plan checking services for the cities of Chino Hills and Anaheim oanc Aris o UC AT,, Education Bachelors Landscape Architecture 1996 Kansas State U ers ty Registration Ceri fed Landscape Irrigation Auditor 2002 Memberships n'Assoc at on City Landscape Inspections Highland California As the City of Highland landscape inspector Mr Young played a key role in the review of landscape development within the city He participated on the Design Review Board for the City at the beginning stages of design development and continued reviewing the projects as the City Landscape Plan Checker With plan check approval Mr Young used the approved plans for construction inspection State Route 60 Construction Management Services Riverside County Mira Loma California As a part of the construction management team for this project Mr Young assisted in the Inspection and construction management of landscape areas for four quadrants of the freeway This included the installation of decorative rock blanket gravel maintenance roads plant materials and irrigation systems The project was a cooperative venture with Riverside County Economic Development Agency CalTrans and Federal Funding As a result the high standards of CalTrans were maintained throughout the construction of the project Windsong Heritage Regency Mama O Brien and Perret Park Riverside County EDA California Mr Young was in charge of the day to day inspection and field observations for the construction of four parks in the Wlldomar area near Lake Elsinore DEA worked In conjunction with the Riverside County Economic Development Agency to see that all three parks were constructed simultaneously and on time All aspects of construction were overseen by Mr Young Including hardscape electrical landscape Irrigation architecture and play equipment Glendale Mini Parks Glendale California Mr Young led the design team on two small 2 acre mini parks in Glendale He was required to take existing landscape construction documents and update them for accuracy and completeness Aurantia Community Park Highland California Irrigation design and construction management were the primary focus for Mr Young with this small 7 acre park project It was his responsibility to address design and construction Issues for this park redevelopment project He was a part of weekly construction meetings and monthly inspections Page 18 of 24 0 4 .q f1f A d 0 C_ N W � N J 0 a � U to z� i� Ca va C� s e>? el � �r! 7 6=R� �g Landscape Inspection /Plan Check Services CITY OF LADE LSINOn oxTarM JOHN LITTLE, ASLA DEA — Landscape Irrigation Designer Mr Little is a field inspector /construction manager with DEA and has a unique background in design and construction Within the last 8 years he has completed projects from Hawaii to Maine His diverse ability from redevelopment master planning construction management environmental impact analysis green design or alternative materials design have afforded him success in both the private and public sector Experience ODA /ID /4N5 Ed cation 8 S 1993 Unversty of So them Cal forn a Los Angeles CA Liberal Arts 1989 1990 Leopold University Salzburg A tra Professional Registration In progress State Route 210 Construction Management Rancho Cucamonga MCI' and Upland California YYe rs This project entails management of the construction of approximately eight miles of highway planting along the new SR210 freeway in San Bernardino County Mr Little has been tasked with providing complete construction administration from bidding the project through project acceptance Design and construction oversight are being provided by Caltrans and San Bernardino Associated Governments a multi Agency Council of Governments which provides transportation planning for multi modal projects throughout the County Plan Checking Services Chino Hills Anaheim and Walnut California Mr Little is currently assisting with plan checking services forthe cities of Chino Hills Anaheim and Walnut Ayala Park Skate Park Chino California Mr Little served the city of Chino as the construction manager for the development of the Skate Park and park improvements He was responsible for the bid review and selection process as well as the administration of construction From clearing and grubbing to the opening day demonstration Mr Little remained instrumental in the development and success of the park project 6'h Street Storm Water Detention Basin Flagstaff Arizona The City of Flagstaff Anzona utilized a combination of federal and tribal funds to renovate a storm water detention basin that would accommodate a 50 100 year event As project manager and co designer Mr Little provided oversight for the design and engineering team and met with city representatives to develop a natural storm water recharge system and create a park space to be enjoyed by not only the passive community but the extreme sports BMX community as well The improvements provide opportunities for ADA involvement and the enjoyment of an open space within an urban environment Dove Library Carlsbad California As a designer Mr Little provides supervision of the thoughtful placement of the entry facade of the library as it was the creative approach embraced by the city as the Gateway to Knowledge Included within this extensive palate was the marriage of the streetscape and slope to create living oases to draw the public in and quench their thirst for knowledge ida Item No 5 Page 19 of 24 a Landscape Inspection /Plan Check Services VDAVID 1� EvAN- �V AS, OC A— � JAMES B BRANDS, L A, 5318 Education DEA — Landscape Architect /Protect Manager B S California State Polytechnic Uni ers ty Pomona Lascape Mr Brands has over 16 years of landscape design and Archtecture 1990 construction experience He has been Involved In numerous Landscape Designer projects Including design work for Caltrans District 8 in San Ornamental Hart culture Bernardino County retail and commercial centers business parks Environmental Plann ng single and multi family housing city streetscapes hotel casino Reglstrahon 0 and resort site planning and design Additional responsibilities Registered Landscape T Include construction management Inspection and fieldwork for a Architect Coliforn a LU broad range of projects and experience In working closely with ( #5316) 2007 expires 0 municipalities In establishing corridor beautification projects Mr 1/3 /09, D B h E P e''�✓ ar€:.. Brands utilizes is skilled knowledge of CAD programs and - e ea svnKDEA° presentation software in all aspects of landscape architectural y,3 - �'6 (2001) iI 0 design Including graphic and photo simulations r +`� ears witfl Other F Xrmsr 1 U Experience �� _ 10 y 'Y rta;2 a State Route 60 Construction Management Services Riverside County Mira Loma California Mr Brands served as a lead field inspector for this highway landscaping protect at 4 locations along State Route 60 in Riverside County This $6 million dollar protect exists entirely within 1 the State right of way Riverside EDA Is the project owner' and funding source along with additional Federal TEA monies Stemming from experience In preparing landscaping plans for State projects Mr Brands provided quality assurance and quality control services in the preparation of the plans and is currently co managing complete construction management t services for the County DEA worked closely with the District 8 landscape construction Unit In A is role providing construction oversight for standards compliance t 1 Caltrons District 8 'On Call" Landscape Architectural Services Riverside and San Bernardino 4 Counties California As protect designer Mr Brands helped develop plans specifications and cost estimates for l over 20 miles of new freeway and Interchange landscaping This one year on call contract expended more than $1 million in design fees SR210 was of primary Importance however numerous improvement protects occurred throughout both districts Plans were prepared in t Microstatlon using metric units for construction CITY OF LADE LSINOR—E t �r-- DR M EST EM f State Route 210/30 Segment 5 &7 Landscape Improvement Plans San Bernardino County California As project manager and team leader Mr Brands was responsible for the coordination of landscape construction documents for Segment 5 and Segment 7 as part of a new freeway construction in San Bernardino County Working side by side with Caltrans landscape architects and other design team consultants Mr Brands organized the DEA team of landscape designers and draftsmen in the production of standardized planting and irrigation plans Strict compliance with Caltrans design guidelines and Microstation CAD standards was required for all work including estimating specifications and billing With this first task order successfully completed Mr Brands has helped the DEA team establish a solid reputation for quality work performed efficiently to ensure the deliverable is on time and within budget Page 20 of 24 Inspection/Plan Check Services CRISTINE McPHAIL, LA, 4216 Associate /Landscape Arch itect/Arborist/LE ED Accredited Ms McPhail is a California registered landscape architect certified arborist and client manager /project manager with DEA For the past 17 years Ms McPhail has been responsible for all aspects of landscape architectural planning design construction and maintenance She has been the project manager for a variety of projects including downtown redevelopment commercial sites hotels land development median and streetscapes parks schools transit centers and historic restoration 4) pExperience J 0 On Call Plan Checking Cities of Diamond Bar La Quinta and Upland California J Ms McPhail has provided plan check services for proposed _ development and park projects within these cities She has worked closely with City staff landscape architects and developers to meet design criteria and city standards She developed the standards and guidelines for the city of Upland to enable landscape architects and developers to understand the City s requirements prior to design in order to facilitate the process Ms McPhail also served as an on call arbonst for the City of Upland K] yg� ci Tr of �P LADE C?LSI110KE DRE City Landscape Architect San Gabriel California Ms McPhail recently served as the city landscape architect for San Gabriel Duties included pre application review design review plan checking and landscape architectural consulting on all projects within the City Ms McPhail also served in an advisory capacity to the Design Review Committee which meets monthly W V A/ D J? L A�,O,I-T 5 Education B F A 1981 Corneg e Mellon U I Pittsburgh PA M L A 1991 Cal Poly Pomona CA Registration Reg stered Landscape Arch fed California (4216) 1997 expires 2/28/09 Ne ado (449) 1996 exp res 6/30/09 Ar ono (31656) 1997 e p res 12/31/09 Certifications C rt fied Arbonst ( #WC 3400) Irrigation Designer (Comm r ial Residential) ( #1948) `' .�A� LEED Accredited �b3 yProfe`ssional Design Review Board Chino California Ms McPhail served as the consulting Landscape Architect to the Design Review Board reviewing all plans for two new master planned communities The Preserve and College Park Ms McPhail reviewed the projects for compliance with approved design guidelines as well as for aesthetic and functional compatibility Ms McPhail attended Board meetings to discuss these projects with the development team planning staff planning commissioners and consultant architect Route 210 Construction Management Rancho Cucamonga and Upland California This project entails management of the construction of approximately eight miles of highway planting along the new 210 freeway in San Bernardino County Ms McPhail serves as the resident landscape architect on the project supervising the inspection and office staff during this multi year $10 million construction effort The DEA team has been tasked with providing complete construction administration from bidding the project through project acceptance Design and construction oversight are being provided by Caltrans and San Bernardino Associated Governments a multi Agency Council of Governments which provides transportation planning for multi modal projects throughout the County Agenda Item No 5 Page 21 of 24 r r` G— Landscape Inspection /Plan Check Services cm cm ODA /IC IS ,S OCIA- 4 —_. G„ Elegant Banquet Facility and Aquatic Center Walnut California The Director of Community Services for the city of Walnut commissioned DEA to provide schematic design services for an elegant banquet and aquatic facility for the three oaks site The City recently acquired the site for recreational uses The city desire was to create a elegant banquet facility for 500 guests with the ability expand to 1 000 guest using outdoor spaces As project manager Mr Agnew conducted a design charrette with staff and senior management to formulate site plan and architectural character and design cnteno A consensus formed suggesting the aquatic center should be a separate budding on the site The outcome lead to three alternative design solutions consisting of a contemporary high style Tuscan and the Modern Glass Box In all three alternatives green design strategies are incorporated into the building and site design as well as orientation to take advantage of the incredible views from the site Mr Agnew is now conducting a joint Planning Commission and City Council study workshop In subsequent phases DEA will prepare final design and construction documents CI r OF .acts LADE U IZE LSINO —� 115 gen a tern o ilv DRf FxTRf F Page 22 of 24 DAVID C AGNEW, AIA Education -`" DEA — Senior Associate/ Architect AS Arch tecture 4 San Bernardino Valley Mr Agnew is a California registered architect with more than 26 College 1983 years of expenence in architecture urban and land use planning Constr c on Management 4 Certicot 1986 1986 This experience was obtained while serving with both private and `3 Land Use Plann rig public sector organizations and consisted of the design and Certf care 1989 0 implementation of residential master planned communities Economic De elopmeni 0 commercial and mdustnal developments redevelopment projects Certificate 1993 3 y and modernization of public educational facilities Ed catonal Fac lit es M t d Planning Experience Certificate 1998 -Y U ers ty of C I for a 0 Valley Park Hermosa Beach California R em de 0 As lead architect on this project Mr Agnew was responsible for Registrolions ` the design and coordination of the concession /restroom facilities ( `s ", 'Licensed Architects for the City s premier park In addition to the restroom facilities t Calif #12734' U the 20 acre park consists of children s playgrounds an outdoor En roomema� Assessor �� amphitheater basketball courts a sports field picnic areas and W—f" Cal�fa # Oj4322 t2 'g r Ze %A +'y perimeter parking DEA evaluated ADA issues and upgraded the * t b withDEA irrigation system tYears park with various improvements such as a new irrigation fik�g (1998)'' native garden and playground modifications -s ��� s w Y Yea wdh OthepFirlris Pedlow Skate Park Reseda Community Los Angeles California : WE ,i�s The first phase of this Skate Park consisted of a concrete bowl steps tabletops and rails It was a very desirable amenity in the community The city now intends to expand the existing facility and provide more challenging runs and activities as well as construct permanent recreation office concession and restroom facilities The unique character of the Skate Park with its many geometric forms is the basis for the architectural theme of the building structures It was important to meet the space program of the facility and to onent the building to provide constant observation of the activities within the skating elements As the design architect Mr Agnew considered various onentations in order to take advantage of opportunities to implement sustainable features in accordance with LEEDS Green i_ Building Certification The Budding employs natural ventilation and daylighting techniques The design philosophy for the building was to emulate the skate park forms curves sharp edges flowing runs and abrupt changes within the roof structures as an expression of public art G„ Elegant Banquet Facility and Aquatic Center Walnut California The Director of Community Services for the city of Walnut commissioned DEA to provide schematic design services for an elegant banquet and aquatic facility for the three oaks site The City recently acquired the site for recreational uses The city desire was to create a elegant banquet facility for 500 guests with the ability expand to 1 000 guest using outdoor spaces As project manager Mr Agnew conducted a design charrette with staff and senior management to formulate site plan and architectural character and design cnteno A consensus formed suggesting the aquatic center should be a separate budding on the site The outcome lead to three alternative design solutions consisting of a contemporary high style Tuscan and the Modern Glass Box In all three alternatives green design strategies are incorporated into the building and site design as well as orientation to take advantage of the incredible views from the site Mr Agnew is now conducting a joint Planning Commission and City Council study workshop In subsequent phases DEA will prepare final design and construction documents CI r OF .acts LADE U IZE LSINO —� 115 gen a tern o ilv DRf FxTRf F Page 22 of 24 -4 L ! Landscape Inspedlon /Plan Check Services 1-41 JEFFREY K RUPP, P E Ed cation Professional Engineer 3S C I Engineer ng 1982 Californ a State a Polytechn c University Mr Rupp is the regional director of engineering with DEA His Pomona experience includes engineering design and hydrology as well as construction management design and analysis for parks storm Registration Prof anal C I E gmeer drain projects street sewer water and grading plans Californ a ( #42868) underground utility structures right of way projects railroad track 1987 a c layout environmental assessments surveys and a variety of large h multi discipline projects Professional Memberships E President B smess W t -1 De elopment Association Experience of the Inland Empire E-4 J ,,Cahforn a Council of Gil Plan Check Services Hemet California Kt Engineers and Land r, r Surveyors 0 Mr Rupp has provided the city of Hemet with plan check services L x't V� 14 � Bvildmgdndus ry a �_ The services have included the checking of tract and parcel maps � � Assocc on :)�F §Soreryt °� °C ~ °I t Plan Check Services San Jacinto California �'14n�Enn. Peers ' t Mr Rupp has provided the city of San Jacinto with plan check rswrthtDA to services DEA has provided checking of tract maps parcel maps h9 S)f and public works which included grading drainage utilities and street improvement plans years th " no F s Plan Check Services Pasadena California Mr Rupp has provided plan check services on behalf of the city of Pasadena He served as project engineer responsible for checking the tract and parcel maps Plan Check Services Perris California As project engineer Mr Rupp provided the city of Perris with plan checking services Services performed involved the checking of tract maps and parcel maps L, Sewer and Water Master Plans for a Residential Subdivision Lake Elsinore California Mr Rupp designed sewer and water master plans for Sterling Builders on this subdivision project located in Lake Elsinore The project consisted of over 400 residential lots and an adjacent commercial and retail center Pala Road Rancho California California Mr Rupp served as project engineer for the geometric design of Riverside County Highway S 16 Pala Road The project required the plan and profile design for over 4 000 feet of highway over Temecula Creek to the intersection of State Highway 79 Mr Rupp was also responsible for the coordination with the structural engineer since the project required the design of a bridge spanning more than 600 feet Ronpaugh Ranch Infrastructure and Surveying Services Temecula California As project manager Mr Rupp provided major infrastructure services on this 800 acre master planned community in the city of Temecula The project when complete will provide the community with over 2 200 new homes parks schools and open space DEA is providing a variety of services to the client consisting of street improvements water improvements sewer improvements drainage improvements street lighting and wall improvements EAI-E C'OLSIf1OR_E 16 Agenda Item No 5 o n Page 23 of 24 � 9 c w Biological Constraints Analysis and Supporting CEQA Documentation for Watershed A D Flood Control Facilities Orange County California a Under an on call contract with the Orange County RDMD Mr Birdseye served as principal in landscape Inspection /Plan Check Services e e RDMD facilities located in Watersheds A through D the preparation of supporting CEQA OD,MID l4N5 A onOC a- S used to apply for a Regional General Permit (RGP) from the Army Corps of Engineers (ACOE) a to allow for on going routine maintenance activities within the watersheds Irvine Avenue Widening CDP /Brstol Street Sidewalk PES Orange County California Under an on call contract with the Orange County RDMD Mr Birdseye served as principal in charge overseeing preparation the California Coastal Commission — Coastal Development RYAN BIRDSEYE Education Irvine Avenue from just south of Mesa Drive to S E Bristol Street This task order was Senior Environmental Planner B S Geography 1967 lm accordance with CALTRANS requirements for construction of a new sidewalk and drainage 14 Un ersity of Orego I CLI Tr of RDMD staff to complete and revise the PES per CALTRANS comments Mr Birdseye has over 18 years of environmental planning Eugene Oregon MS Urban Plann g DUA , FXTm.r Page 24 of 24 experience working with both public and private sector clients Mr 1991 Un ers iy of Birdseye is proficient in environmental review and document Oregon E gene Oregon preparation in compliance with NEPA and CEQA project Professional Affiliations management resources management public presentations and LEAD San Diego cagency coordination Mr Birdseye has wide ranging experience in Graduate Class of 2004 y the preparation of Environmental Impact Reports (EIRs) Negative w Declarations Environmental Impact Statements (EISs) and Assoc oton of 0 technical reports Added to Ryan s wealth of experience is his En ironm ntal Professionals (AEP) p ability to work directly with public interest groups to discern and evaluate potential public concerns Toastmasters I terriata al; Advanced Toastmaster Experience Gold Cerfifcati n�C1]b� �. Officers 2005 200b°Areop u Santa Ana River Regional Riding and Hiking Trail CEQA Review vt " '*41&'F`7iG vo error, t and Permitting Orange County California s Years" sDFA Under an on call contract with the Orange County Resources &op41 Development Management Department (RDMD) Mr Birdseye Y am he served as principal in charge overseeing preparation of the inns 5 California Environmental Quality Act (CEQA) documents and -t t permit applications for the proposed construction of a new trail and ancillary facilities along segments of the Santa Ana River A Fullerton Creek Channel Environmental Permitting Orange County California Under an on call contract with the Orange County RDMD Mr Birdseye served as principal in charge overseeing the preparation of permit applications for the U S Army Corps of Engineers (ACOE) (Clean Water Act Section 404) Santa Ana Regional Water Quality Control Board (RWQCB) (Clean Water Act Section 401 Water Quality Certification) and California ro Department of Fish & Game (CDFG) (Streambed Alteration Agreement) Biological Constraints Analysis and Supporting CEQA Documentation for Watershed A D Flood Control Facilities Orange County California Under an on call contract with the Orange County RDMD Mr Birdseye served as principal in charge overseeing the development of baseline biological information within Orange County RDMD facilities located in Watersheds A through D the preparation of supporting CEQA documentation and production of a biological constraints report The information was to be used to apply for a Regional General Permit (RGP) from the Army Corps of Engineers (ACOE) a to allow for on going routine maintenance activities within the watersheds Irvine Avenue Widening CDP /Brstol Street Sidewalk PES Orange County California Under an on call contract with the Orange County RDMD Mr Birdseye served as principal in charge overseeing preparation the California Coastal Commission — Coastal Development Permit for the Irvine Avenue Road Widening project The project proposes the widening of Irvine Avenue from just south of Mesa Drive to S E Bristol Street This task order was amended to include preparation of the Preliminary Environmental Study (PES) form in lm accordance with CALTRANS requirements for construction of a new sidewalk and drainage 14 improvements along the south side of SE Bristol Street Mr Birdseye worked directly with I CLI Tr of RDMD staff to complete and revise the PES per CALTRANS comments LAKJE OLSIIYOP E 1 7 Agenda em o DUA , FXTm.r Page 24 of 24 A CITY OP� LADE �LSINOKE - -� DREAM EXTREME- 1W TO FROM DATE SUBJECT Background REPORT TO CITY COUNCIL HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL ROBERT A BRADY CITY MANAGER DECEMBER 11, 2007 FINAL MAP NUMBER 32575 Proposed Final Map No 32575 is located north of Machado Street at the northerly end of Larson Road and contains approximately 2 78 acres and the tract map proposes four (4) residential lots with two (2) lettered lots for streets and public utilities Discussion Staff has reviewed the Final Map and finds it in substantial conformance to Tentative Tract Map No 32575 and that all Conditions of Approval relative to the Final Map approval have been completed Fiscal Impact None Recommendations 1 Approve Final Map No 32575 subject to the City Engineers acceptance as being true and correct 2 That the City Council authorize the City Clerk to accept all dedications sign the map and arrange for the recordation of Final Map Number 32575 Prepared by Ken A Seumalo 05 Director of Public Works Approved by Robert A Brady j City Manager lam' Attachment Vicinity Map Agenda Item No 6 Page 1 of 2 CAMPHOR WY IRO N WOO D ST Ov i CO-RAZ�T \ rr ell �7 JlJ Gr �' (C F/CUS ST 06 C+,j q %NOLLWOOD ST tz MAHOGANY WY ji , 0 ` A Aga \ \ r � FINAL MAP 32575 CITY COUNCIL CITY OF .cam CITY OF LAKE ELSINORE LAKE f2LSiriou DECEMBER II 2007 � DREAM EXTREME Agenda Item No 6 Page 2 of 2 CITY OF r4e,�A LADE L. j OIZE -� ` DREAM EXTREME. REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11 2007 SUBJECT RESOLUTION INITIATING PROCEEDINGS AND APPROVING THE ENGINEER'S REPORT FOR THE ANNEXATION OF CERTAIN TERRITORY KNOWN AS APN 363 162 040 INTO THE CITY OF LAKE ELSINORE LANDSCAPE AND STREET LIGHTING DISTRICT NO 10 AS LLMD ANNEXATION NO 21 (DIAMOND PROFESSIONAL PLAZA) Background As a condition of approval the City has required the Diamond Professional Plaza development to be annexed into the Landscape and Street Lighting District No 1 New developments are annexed into Landscape and Street Lighting District No 1 if a development will have public right of way landscaped areas maintained by the City or if there are more than three street lights in the public right of way Discussion Attached is the Engineers report for the Lake Elsinore Landscape and Street Lighting Maintenance District Annexation No 21 (Diamond Professional Plaza) prepared by Harris and Associates The district annexation includes the Diamond Professional Plaza development which contains approximately 7 500 SF of landscaping along Diamond Drive The total annual cost of operations and maintenance for Landscaping is estimated at $3 542 94 The estimated landscaping cost for the first year includes a 50% reserve of $1 32147 bringing the total to $4 864 41 The 1972 Act requires that a special fund be set up for the revenues and expenditures of the District and each annexation or zone tracked separately Any balance or deficit remaining on July 1 must be carried over to the next fiscal year Agenda Item No 7 Page 1 of 21 Resolution of Intention to Annex Territory December 11 2007 Page 2 The City Council may approve up to a two percent (2 %) fixed rate adjustment annually The rate adjustment will adjust the Maximum rate but not necessarily the assessment rate If costs begin to exceed assessment revenue the City Council may increase the assessment up to the Maximum Fiscal Impact The City is not negatively impacted by the annexation or continuation of the district In addition to the operating costs of the district the assessment would be levied annually to sufficiently finance the costs of administering the levy collection of the assessment and all other costs of the levy of the assessment The City will be however positively impacted with the funding for electricity and landscaping and street lighting maintenance Process The annexation of the Landscape and Street Lighting District Annexation No 21 (Diamond Professional Plaza) requires a specific process as outlined in the attached resolution The City Council will need to hold a public hearing on the annexation of certain territory into LLMD No 1 and the participating property owner will have the opportunity to vote The public hearing can be scheduled for January 8 2008 Recommendations 1 Approve the Engineers Report for Annexation No 21 (Diamond Professional Plaza) to LLMD No 1 2 Waive further reading and adopt a resolution of intention to annex property into LLMD No 1 and to authorize the levy of an assessment within said district 3 Schedule the public hearing on Annexation Area No 21 (Diamond Professional Plaza) for January 8 2008 Prepared by Matt N Pressey Director of Adminis rative Services Approved by Robert A Brady City Manager Agenda Item No 7 Page 2 of 21 0 o o APN 363 - 162 -040 2 o rA ■sue.: sommesr .ouc r. ed PROJECT �Cv CANYONS ROAD SITE A's parcel number above correepand to the Assessor s maps of the Assessor of the County of Rlverids for Fiscal Year ?A07 —otl Annexation No 21 to the Landscape and Street Lighting Maintenance District No 1 Assessment Diagram Page 1 of 1 Agenda Item No 7 Page 3 of 21 RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, INITIATING PROCEEDINGS AND APPROVING THE ENGINEERS REPORT FOR THE ANNEXATION OF CERTAIN TERRITORY KNOWN AS APN 363 162 040 INTO THE CITY OF LAKE ELSINORE LANDSCAPE AND STREET LIGHTING DISTRICT NO 1 AS ANNEXATION NO 21 (DIAMOND PROFESSIONAL PLAZA) TO THE LAKE ELSINORE LANDSCAPE AND STREET LIGHTING MAINTENANCE DISTRICT NO 1, DECLARING THE CITY'S INTENTION TO ORDER THE ANNEXATION AND TO LEVY AND COLLECT ASSESSMENTS, DETERMINING THAT THESE PROCEEDINGS SHALL BE TAKEN PURSUANT TO THE LANDSCAPING AND LIGHTING ACT OF 1972 AND THE RIGHT TO VOTE ON TAXES ACT AND OFFERING A TIME AND PLACE FOR HEARING OBJECTIONS THERETO WHEREAS the City Council of the City of Lake Elsinore pursuant to the provisions of the Landscaping and Lighting Act of 1972 being Division 15 of the Streets and Highways Code of the State of California (the Act ) desires to initiate proceedings for the annexation of certain territory (the Annexed Area ) to the Landscape and Street Lighting District No 1 (the District ) and declares the Citys intention to order the annexation of the Annexed Area for the levy and collection of annual assessment within the Annexed Area for Fiscal Year 2007/2008 for the purposes provided therefore in the Act and WHEREAS the improvements to be installed constructed or maintained within the proposed Annexed Area may include installation construction or maintenance of any authorized improvements under the Act including but not limited to landscaping and streetlight improvements and any facilities which are appurtenant to any of the aforementioned or which are necessary or convenient for the maintenance or servicing thereof and WHEREAS Section 22608 of the Act limits the requirement for the resolutions Engineers Report notices of hearing and right of majority protest under the Act to the territory included within the annexation and waives these requirements with the written consent of all of the owners of property within the territory to be annexed and WHEREAS Proposition 218 the Right to Vote on Taxes Act does hereby require that a notice of the proposed assessment along with a ballot shall be mailed to all owners of identified parcels within the Annexed Area and that the agency shall conduct a public hearing not less than 45 days after the mailing of said notice and 1 Agenda Item No 7 Page 4 of 21 WHEREAS the Annexation consists of the property known as Assessor Parcel Number 363 162 040 and WHEREAS Property Owners have submitted a petition to the City requesting to have the development annexed into the Landscape and Street Lighting District No 1 and WHEREAS the City has prepared a diagram attached as Exhibit A which is designated Proposed Annexation No 21 (Diamond Professional Plaza) to the Lake Elsinore Landscape and Street Lighting Maintenance District No 1 and an assessment showing the proposed boundaries of the territory to be annexed into the District which is benefited by the construction of the improvements and the amount to be assessed against each of the parcels within the proposed annexation to the District and WHEREAS the City has ordered the preparation of an Engineers Report in accordance with Article 4 (commencing with Section 22565) of Chapter 1 of the Streets and Highways Code giving a description of the annexation and WHEREAS the Engineers Report diagram and assessments have been approved and filed with the City Clerk and are open to public inspection and may be referred to for all details regarding the improvements the boundary of the proposed annexation the assessments total costs and description of the parcels to be assessed and WHEREAS this City Council has examined and considered the Engineers Report diagram assessments and the proceedings prior thereto NOW, THEREFORE, the City Council of the City of Lake Elsinore California does hereby resolve as follows SECTION 1 That the above recitals are true and correct SECTION 2 The City Council hereby finds (1) that the public interest convenience and necessity require the maintenance of a landscaping and street lighting system and (2) declares its intention to order the formation of the Annexation and to levy and collect assessments against the assessable lots and /or parcels of land within such Annexation for that portion of the fiscal year commencing July 1 2007 and ending June 30 2008 to pay the costs and expenses of the maintenance of improvements described below If the assessments proposed by this resolution are approved by the property owners pursuant to a mailed ballot election conducted in accordance with Article XIII D of the California Constitution the City Council in subsequent fiscal years may thereafter impose the assessment at any rate or amount that is less than or equal to the amount authorized for Fiscal Year 2007/2008 without conducting another mailed ballot election SECTION 3 That the City Council hereby proposes to annex to Landscape and Street Lighting District No 1 the Annexed Area located at Assessor Parcel Number 363 162 040 and to levy annual assessments thereon to provide for the following work 2 Agenda Item No 7 Page 5 of 21 Installation construction or maintenance of any authorized improvements under the Act including but not limited to landscaping and streetlight improvements and any facilities which are appurtenant to any of the aforementioned or which are necessary or convenient for the maintenance or servicing thereof The distinctive designation for the proposed Annexed Area shall be Annexation No 21 (Diamond Professional Plaza) to the Lake Elsinore Landscape and Street Lighting Maintenance District No 1 when referred to separately and upon annexation will be included in the designation of Landscape and Street Lighting District No 1 SECTION 4 That the Property Owners have provided the City Council of the City of Lake Elsinore a petition fully signed requesting the City to maintain and service the improvements and establishment of an assessment for the proposed annexation of the property into the District in an amount reasonably determined by the City to cover all costs and expenses incurred for the continued maintenance operation and servicing of the improvements SECTION 5 A Diagram for the District (Section 22570 of the Streets and Highways Code) and an assessment (Section 22572 of the Streets and Highways Code) showing the area to be annexed benefited and assessed for the improvements has been prepared as Exhibit A The diagram assessment and improvement plans have been filed with the City Clerk SECTION 6 The diagram which indicates by a boundary line the extent of the territory proposed to be annexed into the District is hereby declared to describe the proposed boundaries of the proposed annexation to the District and shall govern for all details as to the extent and location of said annexation SECTION 7 That the City Council is satisfied with the correctness of the diagram and assessment including the proceedings and all matters relating thereto SECTION 8 That notice is hereby given that on the 8t' day of January 2008 at the hour of 7 00 p m or as soon thereafter as possible in the City Council Chambers in the City of Lake Elsinore the City will hold a public hearing to receive and tabulate all ballots with reference to the Annexed Area pursuant to the Right to Vote On Taxes Act SECTION 9 The City Clerk shall certify to the adoption of this Resolution SECTION 10 This Resolution shall take effect from and after the date of its passage and adoption PASSED APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California this 11th day of December 2007 ROBERT E MAGEE MAYOR 3 Agenda Item No 7 Page 6 of 21 ATTEST VIVIAN M MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA COUNTY OF RIVERSIDE )ss CITY OF LAKE ELSINORE I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the City Council of the City of Lake Elsinore California at a regular meeting held on the 13th day of November 2007 and that the same was adopted by the following vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK 4 Agenda Item No 7 Page 7 of 21 7� � {' i /j �� / .. i1 Annexation No 21 City of Lake Elsinore November 29 2007 Landscape and Street Lighting Maintenance District No 1 Page i ENGINEER S REPORT ANNEXATION NO 21 to the LAKE ELSINORE LANDSCAPE AND STREET LIGHTING MAINTENANCE DISTRICT NO 1 The undersigned respectfully submits the enclosed report as directed by the City Council The undersigned certifies that she is a Professional Engineer registered in the State of California DATED November 29 2007 v, ND 41965 BY Joan E Cox * EXP 3 /31/08 R C E No 41965 pr Civil. /, I HEREBY CERTIFY that the enclosed Engineers Report together with Assessment Roll and Diagram thereto attached was filed with me on the — day of 2007 City Clerk, City of Lake Elsinore Riverside County California a I HEREBY CERTIFY that the enclosed Engineers Report together with Assessment Roll and Diagram thereto attached was approved and confirmed by the City Council of the City of Lake Elsinore California on the _ day of 2007 City Clerk, City of Lake Elsinore Riverside County California By G \eis noreUlmdl \format on\staR reports & mwse Anne 21 (d amond pmfmoonal)VO \an a no 21 Ilmd eng nears report (diamond professonai) dm Agenda Item No 7 Page 9 of 21 Annexadon No 21, City of Lake Elsinore November 29, 2007 Landscape and Street Lighting Mamtenance District No 1 Page h ENGINEER S REPORT ANNEXATION NO 21 to the LAKE ELSINORE LANDSCAPE AND STREET LIGHTING MAINTENANCE DISTRICT NO 1 TABLE OF CONTENTS Certificates f Report 1 Part A Plans and Specifications 3 Part B Estimate of Cost 6 Part C Assessment Roll 7 Part D Method of Apportionment of Assessment 8 Part E Property Owner List 10 Part F Assessment District Boundary 10 q1 Jm w VJmd1H mabon \newdistncMnne o 21 Ilmde g of mport (dlamond profess o al) doc Agenda Item No 7 Page 10 of 21 Annexa don No 21, City of Lake Msinore November 29, 2099 Landscape and Street Lighting Maintenance District No 1 Page 1 CITY OF LAKE ELSINORE ENGINEER'S REPORT Prepared Pursuant to the Provisions of the Landscaping and Lighting Act of 1972 (California Streets and Highways Code Section 22500 through 22679) Article XIIID of The California Constitution, and The Proposition 218 Omnibus Implementation Act (California Government Code Section 53750 Et Seq ) Pursuant to Part 2 of Division 15 of the Streets and Highways Code of the State of California Article XIIID of the California Constitution the Proposition 218 Omnibus Implementation Act and in accordance with the Resolution of Initiation adopted by the Council of the City of Lake Elsinore State of California in connection with the proceedings for CITY OF LAKE ELSINORE ANNEXATION NO 21 to the LANDSCAPE AND STREET LIGHTING MAINTENANCE DISTRICT NO 1 hereinafter referred to as the Assessment District or District I Joan E Cox P E the authorized representative of Hams & Associates the duly appointed ENGINEER OF WORK submit herewith the Report consisting of six (6) parts as follows PART A Plans and specifications for the improvements showing and describing the general nature location and extent of the improvements PART B An estimate of the cost of the proposed improvements for FY 2007 08 including incidental costs and expenses in connection therewith PART C An assessment of the estimated cost of the improvements on each benefited lot or parcel of land within the Assessment District q \els o e \I1md1Vo m t \n w d t ct\an o 21 Ilmd eng ears report (d m d p f I) doc Agenda Item No 7 Page 11 of 21 Annexadoo No 21, City of&ke Esmore November 29, 2007 Landscape and Street Ligbdag Maintenance Distract No 1 Page 2 PART D The method of apportionment of assessments indicating the proposed assessment of the total amount of the costs and expenses of the improvements upon the several lots and parcels of land within the Assessment Distract in proportion to the estimated benefits to be received by such lots and parcels PART E A list of the names and addresses of the owners of real property within the Assessment District as shown on the last equalized roll of the Assessor of the County of Riverside PART F The Diagram of the Assessment District Boundaries showing the exterior boundaries of the Assessment District the boundaries of any zones within the Assessment District and the lines and dimensions of each lot or parcel of land within the Assessment Distract q \el m \llmdl \f mi to \n w d strict\annex no 21 Ilmd e g ears eport (d am d prole al) doc Agenda Item No 7 Page 12 of 21 Annexation No 21, Oty ofLake Nsmore November 29, 2007 Landscape and Street LigbtingMdntenance District No 1 Page 3 PART A PLANS AND SPECIFICATIONS The facilities will be operated serviced and maintained as generally described as follows DESCRIPTION OF IMPROVEMENTS FY 2007 08 The facilities to be maintained and serviced include landscaping for the specific Maintenance District as described herein Facilities include but are not limited to landscaping planting shrubbery trees turf irrigation systems hardscapes fixtures and appurtenant facilities in public rights of way parkways slopes and dedicated easements within the boundaries of said Maintenance District Zone 1 (the original District) Encompasses the Water Ridge Development and funds landscape and street lighting maintenance and operations Zone 2 (Annexation No 1) — Encompasses the Elsinore Homes Development and funds landscape and street lighting maintenance and operations Zone 3 (Annexation No 2) — Encompasses the Pepper Grove Development and funds landscape and street lighting maintenance and operations Zone 4 (Annexation No 3) — Encompasses the Serenity Development and funds landscape and street lighting maintenance and operations Zone 5 (Annexation No 4) — Encompasses the Rosetta Canyon Development and funds street lighting maintenance and operations Zone 6 (Annexation No 5) — Encompasses the La Laguna Phase 3 Development and funds street lighting maintenance and operations Zone 7 (Annexation No 6) — Encompasses Tract 28214 of the Alberhill Ranch Development and funds street lighting maintenance and operations Zone 8 (Annexation No 7) — Encompasses Tract 32670 of the Belcaro Development and funds landscape maintenance and operations Zone 9 (Annexation No 8) — Encompasses Tract 32077 of the La Strada Development and funds street lighting maintenance and operations Zone 10 (Annexation No 9) — Encompasses Tracts 30698 and 32129 of the Clurman owned development and funds street lighting maintenance and operations Zone 11 (Annexation No 10) — Encompasses Tract 31920 1 of the Summerly Development and funds park landscaping and street lighting maintenance and operations q\el n Wmdi\formato \ ewd St ct\a 21 Ilmd g e r mport (d amo d ofes I)d Agenda Item No 7 Page 13 of 21 Annexation No 21, City oflake Asmore Landscape and Street Lfebtinr Maintenance Dmbict No 1 November 29, 2007 Page 4 Zone 12 (Annexation No 11) — Encompasses Tract 31957 of the development owned by Lake Elsinore 80 SFR LLC and funds landscaping and street lighting maintenance and operations Zone 13 (Annexation No 12) — Encompasses Tract 33370 of the Tessera Development and funds landscaping and street lighting maintenance and operations Zone 14 (Annexation No 13) — Encompasses Tract 31792 of the Wasson Canyon Development and funds street lighting maintenance and operations Zone 15 (Annexation No 14) — Encompasses Tract 34231 of the Trieste Development and funds landscaping and street lighting maintenance and operations Zone 16 (Annexation No 15) — Encompasses the Ridgestone Apartments Development and funds landscape maintenance and operations Zone 17 (Annexation No 16) — Encompasses Tract 32503 of the Rosetta Canyon Development and funds street lighting maintenance and operations Zone 18 (Annexation No 17) — Encompasses Tract 32337 1 of the La Laguna Phases 4 & 5 Development and funds street lighting maintenance and operations Zone 19 (Annexation No 17) — Encompasses Tract 32337 2 of the La Laguna Phases 4 & 5 Development and funds street lighting maintenance and operations Zone 20 (Annexation No 18) — Encompasses Tract 17413 4 of the Tuscany Hills Estates Development and funds landscape maintenance and operations Zone 21 (Annexation No 19) — Encompasses Tract 33486 of the Makenna Court Development and funds landscaping and street lighting maintenance and operations Zone 22 (Annexation No 20) — Encompasses the California Business Condos Development and funds landscape maintenance and operations Zone 23 (Annexation No 21) — Encompasses the Diamond Professional Plaza Development and funds landscape maintenance and operations The facilities in Zone 23 are specifically described as follows • Landscaping within the public right of way (Diamond Drive) approximately 7 500 square feet Maintenance means the furnishing of services and materials for the ordinary and usual maintenance operation and servicing of the landscaping and appurtenant facilities including repair removal or replacement of all or part of any of the landscaping or appurtenant facilities providing for the life growth health and beauty of the landscaping including cultivation irrigation trimming spraying fertilizing and treating for disease or injury the removal of trimmings rubbish debris and other solid waste and the cleaning sandblasting and painting of walls and other improvements to remove or cover graffiti q\ I m \11md1\format1on\newdstrct\a o 2111md gl ers report (d amo d f s al) doc Agenda Item No 7 Page 14 of 21 Annexation No 21, 00 of Lake Elsinore November 29, Z007 Landscape and Street Lighting Maintenance District No 1 Page 5 Servicing means the furmshmg of water for the irrigation of the landscaping and the maintenance of any of the lighting facilities or appurtenant facilities and the furnishing of electric current or energy gas or other illuminating agent for the lighting facilities or for the lighting or operation of the landscaping or appurtenant facilities The plans and specifications for the improvements showing and describing the general nature location and the extent of the improvements are on file in the office of the Director of Public Works and are incorporated herein by reference q iel UImdWormation\ new d st ctla o 21 1Imd glneer's report (d amo d p f s n 1) doc Agenda Item No 7 Page 15 of 21 Annexation No 21, City ofLake Elsinore November 29, 2007 Landscape and Street Lighting Maintenance District No l Page 6 PART B END"fB a COST The estimated cost of the operation servicing and maintenance of the landscaping improvements for Fiscal Year 2007 08 as described in Part A are summarized herein and described below ANNEXATION NO 21 to the LANDSCAPE AND STREET LIGHTING MAINTENANCE DISTRICT NO 1 Proposed Budget — Fiscal Year 2007 08 Zone 23 Fiscal Year 2007 08 Estimated Costs Operations and Maintenance $264294 Reserve (50 %) $ 1,32147 Sub Total $396441 District Administration $ 90000 Total Estimated Costs $4 864 41 The 1972 Act requires that a special fund be set up for the revenues and expenditures of the District Funds raised by assessment shall be used only for the purpose as stated herein A contribution to the District by the City may be made to reduce assessments as the City Council deems appropriate Any balance or deficit remaining on July 1 must be carried over to the next fiscal year q \e1sinoreV1md1V nn ho \new dlsidcAa 21 Ilmd a gl ears report (dl m d prof sslo al) doc Agenda Item No 7 Page 16 of 21 Annexation No 21, City oflake Rkmore November M. 2007 Landscape and Street L/gh&g Maintenance Datriict No I Page 7 PART C ASSESSMENT ROLL The total proposed assessment for Fiscal Year 2007 08 and the amount of the total proposed assessment apportioned to each lot or parcel within Zone 23 of the District as shown on the latest assessment roll at the Riverside County Assessors Office are contained in the Assessment Roll provided below The description of each lot or parcel is part of the Riverside County assessment roll and this roll is by reference made part of this Report Assessor s Parcel Number EDU s FY 2007 08 Max Asmt 363 162 040 63 $4 864 42* *The maximum assessment is $0 01 more than the estimated budget due to rounding of the assessment per equivalent dwelling unit (EDU) q \ 1 o e\IImdl\f nn t \n w d tr ct \a ne 21 Ilmd g noses sport (d m d professional) d Agenda Item No 7 Page 17 of 21 Aaneratiou No 21, Oty ofLake Elsinore November 29, 2007 Landscape and Street Lighting Maintenance District No 1 Page 8 PART D METMOD OF APPORTIONMENT OFASSESSMENT GENERAL Part 2 of Division 15 of the Streets and Highways Code the Landscaping and Lighting Act of 1972 permits the establishment of assessment district by cities for the purpose of providing certain public improvements which include construction operation maintenance and servicing of street lights traffic signals and landscaping Section 22573 of the Landscaping and Lighting Act of 1972 (the 1972 Act) requires that maintenance assessments be levied according to benefit rather than according to assessed value This section states The net amount to be assessed upon lands within an assessment district may be apportioned by any formula or method which fairly distributes the net amount among all assessable lots or parcels in proportion to the estimated benefits to be received by each such lot or parcel from the improvements The 1972 Act perrrnts the designation of zones of benefit within any individual assessment district if by reason of variations in the nature location and extent of the improvements the various areas will receive different degrees of benefit from the improvements (Sec 22574) Thus the 1972 Act requires the levy of a true assessment based on the actual benefit rather than a special tax In addition Proposition 218 the Right to Vote on Taxes Act which was approved on the November 1996 Statewide ballot and added Article XIIID to the California Constitution requires that a parcel s assessment may not exceed the reasonable cost of the proportional special benefit conferred on that parcel Article XIIID provides that only special benefits are assessable and the City must separate the general benefits from the special benefits Article XIIID also requires that publicly owned property which benefit from the improvements be assessed REASON FOR THE ASSESSMENT The assessment is proposed to be levied to pay for the costs of the construction servicing and maintenance of landscaping and appurtenant improvements within the District SPECIAL BENEFIT ANALYSIS Street Landscaping Slopes and Greenbelts Trees landscaping hardscaping and appurtenant facilities if well maintained provide beautification shade and enhancement of the desirability of the surroundings and therefore increase property value In Parkways and Land Values written by John Nolan and Henry V Hubbard in 1937 it is stated there is no lack of opinion based on general principals and experience and common sense that parkways do in fact add value to property even though the amount cannot be determned exactly Indeed in most cases where public money has been spent for parkways the assumption has been definitely made that the proposed parkway will show a provable financial profit to the City It has been believed that the establishment of parkways causes a rise in real estate values throughout the City or in parts of the City q\elsinorelllmdlWo mah \n w tr ct\ xno 2111mde g p rt (d mond profess al) doc Agenda Item No 7 Page 18 of 21 Annexation No 21, City of Lake Nsmore November 29, 2007 Landscape and Street Lighting Mamtenance District No I Page 8 It should be noted that the definition of parkways above may include the roadway as well as the landscaping along side the roadway The ongoing operation and maintenance of the street landscaping slopes and greenways within the individual district as identified in Part A of this Report provide beautification to the areas that result in a special benefit to the parcels within the tracts adjacent to the improvements If these landscaped areas were not properly maintained the tract would be blighted The City of Lake Elsinore considers the maintenance and upkeep of parkways and adjacent slopes to be the responsibility of the adjacent development due to the added beautification of the local community which extends to the perimeter of the development ASSESSMENT METHODOLOGY Equivalent Dwelling Units To establish the special benefit to the individual parcels within Zone 23 of the District an Equivalent Dwelling Unit system is used Each parcel of land is assigned Equivalent Dwelling Units ( EDU s ) in proportion to the estimated special benefit the parcel receives relative to the other parcels within the District from the streetlights The single family detached (SFD) residential parcel has been selected as the basic unit for calculation of assessments therefore the SFD residential parcel is defined as one Equivalent Dwelling Unit (EDU) A methodology has been developed to relate all other land uses to the SFD residential land use as described below Developed Non Residential (Non Res) Developed non residential properties are defined as unproved commercial industrial and institutional properties (such as school property or churches) In converting these properties to EDU s the size of the parcels are compared to the average size of a single family residential lot which is 7 200 square feet This equals approximately 6 SFR lots per acre of land Therefore developed non residential parcels are assigned EDU s at a rate of 6 EDU s per acre Vacant Based upon the opinions of professional appraisers appraising current market property values for real estate in Southern California the land value portion of a property typically ranges from 20 to 30 percent of the property s total value Additionally the utilization of vacant property is significantly less than improved property and vacant property has a traffic generation rate of 0 Therefore vacant parcels will be assessed at the rate of 25% of Non Res properties or 1 5 EDU per acre or any portion thereof The table below provides the assessment apportionment for Zone 23 Max Mamt Asmt Actual Asmt Total Max Asmt EDU s per EDU (FY 2007 08) per Unit (FY 2007 -08) For District 630 $772 13 $000 $4 864 42 * The maximum annual maintenance assessments shall be increased each year by 2% The actual assessments levied in any fiscal year will be as approved by the City Council and may not exceed the maximum assessment rate without receiving property owner approval for the increase q Vela o eWmdIVormatlonfnewdistn6an e o 21 Ilmd ngmeers report (dame d prof al) doc Agenda Item No 7 Page 19 of 21 Anoexadon No 21, City of Lake Elsinore November 28, 2007 Landscape and Street Ligbdog Maintenance DiMict No I Page 10 PART R PROPERTYOWAMMST A list of names and addresses of the owners of all parcels within this District is shown on the last equalized Property Tax Roll of the Assessor of the County of Riverside which by reference is hereby made a part of this report This list is keyed to the Assessors Parcel Numbers as shown on the Assessment Roll Part C of this Report PART F ASSESSMRNT DISTRICT BOUNDARLFS Diagrams showing the exterior boundaries of the District and the lines and dimensions of each lot or parcel of land within the District are provided on the following page The lines and dimensions of each lot or parcel within the District are those lines and dimensions shown on the maps of the Assessor of the County of Riverside for Fiscal Year 2007 08 The Assessors maps and records are incorporated by reference herein and made part of this report q \el InoreU1md1Vonnat o \new d st cM no 21 Ilmd engmeefs report (di mond professto al) doc Agenda Item No 7 Page 20 of 21 0 o J' zv APN 363 - 162 -040 2 o r� r ss�.: aemmsr eowc /1 De' PROJECT4 cANtYOOND ROAD SITE �w o ; The parcel numbers above correspond to the Assessor s maps of the Assessor of the County of Rlverolde for Fiscal Year 2007 —Oa Annexation No 21 to the Landscape and Street Lighting Maintenance District No 1 Assessment Diagram Page 1 of i Agenda Item No 7 Page 21 of 21 CITY OF LADE , LSINOIZE -� ` DREAM EXTREMEw REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT RESOLUTION APPROVING A RESOLUTION OF INTENTION TO ESTABLISH COMMUNITY FACILITIES DISTRICT NO 2007 -6 (HOLIDAY INN EXPRESS) Background The developer for the Holiday Inn Express located on Canyon Estates Drive has submitted a petition for the establishment of a Community Facilities District for their development As was negotiated between the developer and the property owners within CFD No 98 1 (Summerhdl) taxes generated in the new CFD would be used to reduce the annual special tax levy in CFD No 98 1 Discussion The developer has agreed to create a new CFD to generate an initial annual tax levy of $5 000 for FY 2008 09 which will escalate 2% per year until bonds have been satisfied in CFD No 98 1 or FY 2047 -48 which ever comes first Special Tax The Mello Roos Community Facilities Act of 1982 ( the Mello Roos Act ) was specifically drafted to assist agencies with the impacts of new developments In addition to providing a mechanism to fund the construction of public infrastructure the Mello Roos Act allows an agency to fund the incremental increase in cost of services due to the new development Agenda Item No 8 Page 1 of 15 Resolution of Intention to Establish CFD 2007 6 December 11 2007 Page 2 Bond Issue There will be no bond issue in this CFD Fiscal Impact Annual administrative expenses may be funded through the special annual tax levy Repayment of the bonds is secured by the special taxes levied on all property within the district other than those properties that are exempt as provided in the respective rate and method of apportionment Recommendations Waive further reading and adopt a resolution of intention to establish Community Facilities District No 2007 6 (Holiday Inn Express) and calling a Public Hearing for January 22 2008 Prepared by Matt N Presse Director of Admims roe Services Approved by Robert A Brady �ll� City Manager ��!!�� Agenda Item No 8 Page 2 of 15 SCALE t . W PRO PROPOSED BOUNDARY OF COMMUNITY FACILITIES DISTRICT No 2007 -6 OF THE CITY OF LAKE ELSINORE (HOLIDAY INN EXPRESS) COUNTY OF RIVERSIDE STATE OF CALIFORNIA 21 oN FST OR VICINITY MAP NO a nto N 9E aRNE v nc rnY aMN v nM an v LAIS usLa(c nLU �.r a _gmT w w N a I IflOY (LI1PY TIAT TN[ N11M YN 910itl M NIV® BNMIIO v ODIMMY Mll® YRMLT NO. 9W1-0 MtlIwY IN IY�RHBI tl1Y O WQ fl81ML OpMY v M OM& WAT OF WFpMA W ARIMMD !V .OIY OOINCL M M CRYW LAW 0 AT A 16WMlY 1NlNAID MPIMO TRROI N Wla_uY6 -Ilw nna IEBaMLICN nomoAr °FoM Anvers nw Nwm �°0Aw(��° N M CRIZ CI 11F.lWl1Y IEYYOpt N 11M NIIINfY W AMRfC� dNI�oTGIYOMA fFE � .1ID90t -CNNIY QEN:�ICPMIA LMULTr v MwLac �MLeNa TIM MwLm[ mwn AmaaMa YAP! fON O[TNID OfifBNN1 OF FAM6116S AIM OCE119NB LEMM ( HARRIS k ASSOCIATES LN. u u ( I u LN u INq ess-N> I PROPOSED BOUNDARY MAP 1 Cw Agenda Item No 8 RESOLUTION NO RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, TO ESTABLISH CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 2007 6 (HOLIDAY INN EXPRESS) WHEREAS the City Council (the Council ) of the City of Lake Elsinore (the City ) has received a petition (the Petition ) requesting the institution of proceedings for formation of a community facilities district (the CFD ) pursuant to the Mello Roos Community Facilities Act of 1982 as amended (the Act ) and WHEREAS the Council has determined that the Petition complies with the requirements of Government Code Section 53318(c) and now intends to initiate such proceedings and WHEREAS it is the intention of the Council to finance the acquisition and construction of the Facilities (as defined below) or any combination thereof through the formation of the CFD and the levy of a special tax to pay lease payments installment purchase payments or other payments or principal and interest on bonds being approved at an election to be held within the boundaries of the CFD NOW THEREFORE, the City Council of the City of Lake Elsinore California does hereby resolve as follows Section 1 The Council hereby determines to institute proceedings for the formation of a community facilities district under the terms of the Act The exterior boundaries of the CFD are hereby specified and described to be as shown on that certain map now on file in the office of the Clerk entitled Proposed Boundary of Community Facilities District No 2007 6 of the City of Lake Elsinore (Holiday Inn Express) which map indicates by a boundary line the extent of the territory included in the proposed community facilities district and shall govern for all details as to the extent of the CFD On the original and one copy of the map of such CFD on file in the City Clerk s office the City Clerk shall endorse the certificate evidencing the date and adoption of this Resolution The City Clerk shall file the original of such map in her office and within fifteen (15) days after the adoption of this Resolution the City Clerk shall file a copy of such map so endorsed in the records of the County Recorder County of Riverside State of California Section 2 The name of the proposed CFD shall be City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Section 3 The facilities proposed to be financed by the CFD are public infrastructure facilities and other governmental facilities with an estimated useful life of five years or longer which the CFD is authorized by law to construct own or operate and that are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the proposed CFD including without 1 Agenda Item No 8 Page 4 of 15 limitations grading street improvements domestic water sanitary sewer and parks and recreation facilities and related costs including design inspections professional fees annexation fees connection fees and acquisition costs (the Facilities ) Such Facilities need not be physically located within the CFD Section 4 Except where funds are otherwise available it is the intention of the Council to levy annually in accordance with procedures contained in the Act a special tax (the Special Tax ) sufficient to pay for the costs of financing the acquisition and /or construction of the Facilities including the principal of and interest on the bonds issued to finance the Facilities and other periodic costs the establishment and replenishment of reserve funds the remarketing credit enhancement and liquidity fees the costs of administering the levy and collection of the Special Tax and all other costs of the levy of the Special Tax and issuance of the bonds including any foreclosure proceedings architectural engineering inspection legal fiscal and financial consultant fees discount fees interest on bonds due and payable prior to the expiration of one year from the date of completion of facilities (but not to exceed two years) election costs and all costs of issuance of the bonds including but not limited to fees for bond counsel disclosure counsel financing consultants and printing costs and all other administrative costs of the tax levy and bond issue The Special Tax will be secured by recordation of a continuing lien against all real property in the CFD In the first year in which such a Special Tax is levied the levy shall include a sum sufficient to repay to the City all amounts if any transferred to the CFD pursuant to Section 53314 of the Act and interest thereon The schedule of the rate and method of apportionment and manner of collection of the Special Tax is described in detail in Exhibit A attached hereto The Special Tax is apportioned to each parcel pursuant to Section 53325 3 of the Act In the event that a portion of the property within the CFD shall become for any reason exempt wholly or partially from the levy of the Special Tax the Council shall on behalf of the CFD increase the levy to the extent necessary upon the remaining property within the CFD which is not delinquent or exempt in order to yield the required payments subject to the maximum tax Under no circumstances however shall the Special Tax levied against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within the CFD by more than 10 percent Furthermore the maximum special tax authorized to be levied against any parcel used for private residential purposes shall not be increased over time in excess of 2 percent per year Section 5 The Council hereby finds that the proposed Facilities are necessary to meet increased demands put upon the City as a result of the new development or rehabilitation within the proposed CFD Section 6 A public hearing (the Hearing ) on the establishment of the CFD and the proposed rate and method of apportionment of the Special Tax shall be held on January 22 2008 at 7 00 p m or as soon thereafter as practicable at the Lake Elsinore Cultural Center located at 183 North Main Street Lake Elsinore California 92530 2 Agenda Item No 8 Page 5 of 15 Section 7 At the time and place set forth above for the hearing any interested person including all persons owning lands or registered to vote within the proposed CFD may appear and be heard Section 8 Each City officer who is or will be responsible for the Facilities to be financed by the CFD if it is established is hereby directed to study the proposed CFD and at or before the time of the above mentioned Hearing file a report with the Council and which is to be made a part of the record of the Hearing containing a brief description of the Facilities by type which will in his or her opinion be required to adequately meet the needs of the CFD and his or her estimate of the cost of providing the Facilities The City Manager is directed to estimate the fair and reasonable cost of all incidental expenses including the cost of planning and designing the Facilities to be financed pursuant to the Act including the cost of environmental evaluations of such facilities all costs associated with the creation of the CFD issuance of bonds determination of the amount of any special taxes collection of any special taxes or costs otherwise incurred in order to carry out the authorized purposes of the City with respect to the CFD and any other expenses incidental to the construction completion and inspection of the authorized work to be paid through the proposed financing Section 9 The City may accept advances of funds from any sources including private persons or private entities and is authorized and directed to use such funds for any authorized purpose including any cost incurred by the City in creating the CFD The City may enter into an agreement to repay all of such funds as are not expended or committed for any authorized purpose at the time of the election on the levy of the Special Tax if the proposal to levy such tax should fail and to repay all of such funds advanced if the levy of the Special Tax shall be approved by the qualified electors of the CFD Section 10 The City Clerk is hereby directed to publish a notice ( Notice ) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of the proposed CFD Such Notice shall contain information set forth in Section 53322 of the Act Such publication shall be completed at least 7 days prior to the date of the Hearing Section 11 The City Clerk may send a copy of the Notice by first class mad postage prepaid to each registered voter and to each landowner within proposed CFD as shown on the last equalized assessment roll Said mailing shall be completed not less than fifteen (15) days prior to the date of the Hearing Section 12 Pursuant to Section 53344 1 of the Act the Council hereby reserves to itself in its sole discretion the right and authority by subsequent resolution to allow any owner of property within the CFD subject to the provisions of Section 53344 1 of the Act and those conditions as it may impose and any applicable prepayment penalties as prescribed in the bond indenture or comparable instrument or document to tender to the CFD treasurer in full payment or part payment of any installment of the 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 the 3 Agenda Item No 8 Page 6 of 15 bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender Section 13 The voting procedure with respect to the establishment of the CFD and the imposition of the special tax shall be by hand delivered or mailed ballot election Section 14 This Resolution shall take effect from and after the date of its passage and adoption PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California this 11th day of December 2007 ATTEST VIVIAN M MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE ROBERT E MAGEE MAYOR 4 Agenda Item No 8 Page 7 of 15 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF LAKE ELSINORE ) I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the City Council of the City of Lake Elsinore California at a regular meeting held on the 11th day of December 2007 and that the same was adopted by the following vote AYES NOES ABSENT L�L'1W VIVIAN M MUNSON CITY CLERK 5 Agenda Item No 8 Page 8 of 15 EXHIBIT A RATE AND METHOD OF APPORTIONMENT FOR COMMUNITY FACILITIES DISTRICT NO 2007 6 OF THE CITY OF LAKE ELSINORE (HOLIDAY INN EXPRESS) The following sets forth the Rate and Method of Apportionment for the levy and collection of Special Taxes of the City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) ( CFD No 2007 6 ) The Special Tax shall be levied on and collected each Fiscal Year in an amount determined through the application of the Rate and Method of Apportionment described below All of the real property within CFD No 2007 6 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 Assessors Parcel as shown on an Assessors Parcel Map or if the land area is not shown on an Assessor s Parcel Map the land area shown on the applicable Final Map parcel map condominium plan or other recorded County parcel map or similar instrument The square footage of an Assessors Parcel is equal to the Acreage multiplied by 43 560 Act means the Mello Roos Communities Facilities Act of 1982 as amended being Chapter 2 5 Part 1 of Division 2 of Title 5 of the Government Code of the State of California Approved Property means all Assessors Parcels of Taxable Property (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax is being levied and (n) that have not been issued a budding permit on or before May 1 st preceding the Fiscal Year in which the Special Tax is being levied Assessors Parcel means a lot or parcel shown on an Assessor's Parcel Map with an assigned Assessor's Parcel Number valid at the time the Special Tax is enrolled for the Fiscal Year for which the Special Tax is being levied Assessor's Parcel Map means an official map of the Assessor of the County designating parcels by Assessors Parcel Number Assessor's Parcel Number means that number assigned to an Assessor's Parcel by the County for purposes of identification Assigned Special Tax means the Special Tax of that name described in Section D below �I City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 9 of 15 Backup Special Tax means the Special Tax of that name described in Section E below Bonds means any obligation to repay a sum of money including obligations in the form of bonds notes certificates of participation long term leases loans from government agencies or loans from banks other financial institutions private businesses or individuals or longterm contracts or any refunding thereof to which Special Taxes for Facilities within CFD No 2007 6 have been pledged Calendar Year means the period commencing January 1 of any year and ending the following December 31 CFD Administrator means an official of the City or designee thereof responsible for (1) determining the Special Tax Requirement for Facilities (ii) determining the Special Tax Requirement for Services as defined in Section L as applicable and (Ili) providing for the levy and collection of the Special Taxes CFD No 2007 6" means Community Facilities District No 2007 6 (Holiday Inn Express) established by the City under the Act City means the City of Lake Elsinore City Council means the City Council of the City of Lake Elsinore acting as the Legislative Body of CFD No 2007 6 or its designee County means the County of Riverside Developed Property means all Assessor's Parcels of Taxable Property not classified as Approved Property Undeveloped Property Provisional Undeveloped Property that are not Exempt Property pursuant to the provisions of Section I below (i) that are included in a Final Map that was recorded priorto the January 1St preceding the Fiscal Year in which the Special Tax is being levied and (ii) a budding permit for new construction has been issued on or before May 1St preceding the Fiscal Year in which the Special Tax is being levied Exempt Property means all Assessors Parcels designated as being exempt from Special Taxes pursuant to Section I below 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 1352 that creates individual lots for which building permits may be issued without further subdivision Fiscal Year means the period commencing on July 1 of any year and ending the following June 30 Indenture means the indenture fiscal agent agreement resolution or other instrument pursuant to which Bonds are issued as modified amended and /or supplemented from time to time and any instrument replacing or supplementing the same City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 10 of 15 Maximum Special Tax means the maximum Special Tax determined in accordance with Section C that can be levied by CFD No 2007 6 in any Fiscal Year on any Assessor s Parcel Proportionately means that the ratio of the actual Special Tax levy to the applicable Assigned Special Taxis equal for all applicable Assessors Parcels In case of Developed Property subject to the apportionment of the Special Tax under step four of Section F Proportionately in step four means that the quotient of (a) actual Special Tax less the Assigned Special Tax divided by (b) the Backup Special Tax less the Assigned Special Tax is equal for all applicable Assessors Parcels Provisional Undeveloped Property means all Assessor's Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section I 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 I Special Tax means any of the special taxes authorized to be levied by CFD No 2007 6 pursuant to the Act Special Tax Requirement means $5 000 for FY 2008 09 and on each July 1 commencing July 1 2009 shall be increased by two percent (2 00 %) of the amount in effect in the prior Fiscal Year Taxable Property means all Assessor s Parcels within the boundaries of CFD No 2007 6 which have are not Exempt Property Trustee means the trustee fiscal agent or paying agent under the Indenture Undeveloped Property means all Assessors Parcels of Taxable Property which are not Developed Property Approved Property or Provisional Undeveloped Property SECTION B CLASSIFICATION OF ASSESSOR'S PARCELS Each Fiscal Year beginning with Fiscal Year 2008 09 each Assessor's Parcel within CFD No 2007 6 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 Undeveloped Property SECTION C MAXIMUM SPECIAL TAX FOR FACILITIES Developed Propertv The Maximum Special Tax for each Assessor s Parcel of Developed Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax or (ii) the Backup Special Tax City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 11 of 15 2 2 Approved Property Undeveloped Property and Provisional Undeveloped Propert y The Maximum Special Tax for each Assessors Parcel classified as Approved Property Undeveloped Property or Provisional Undeveloped Property in any Fiscal Year shall be the applicable Assigned Special Tax SECTION D ASSIGNED SPECIAL TAX FOR FACILITIES Developed Property Each Fiscal Year each Assessor's Parcel of Developed Property shall be subject to an Assigned Special Tax The Assigned Special Tax applicable to an Assessors Parcel of Developed Property for Fiscal Year 2008 09 shall be $3 401 36 per Acre Approved Property, Undeveloped Property and Provisional Undeveloped Property Each Fiscal Year each Assessors Parcel of Approved Property Undeveloped Property and Provisional Undeveloped Property shall be subject to an Assigned Special Tax The Assigned Special Tax rate for an Assessor's Parcel classified as Approved Property Undeveloped Propertyand Provisional Undeveloped Propertyfor Fiscal Year 2008 09 shall be $3 40146 per Acre Increase in the Assigned Special Tax On each July 1 commencing July 1 2009 the Assigned Special Tax rate for Undeveloped Property and Provisional by two percent (2 00 %) of the amount in Developed Property Approved Property Undeveloped Property shall be increased effect in the prior Fiscal Year SECTION E BACKUP SPECIAL TAX The Backup Special Tax shall be calculated annually based on the annual Special Tax Requirement The Special Tax Requirement shall be apportioned to each Assessor's Parcel based on Acreage City of bake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 12 of 15 SECTION F METHOD OF APPORTIONMENT OF THE SPECIAL TAX Commencing Fiscal Year 2008 09 and for each subsequent Fiscal Year the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps Step One The Special Tax shall be levied on each Assessors Parcel of Developed Property at up to 100% of the Maximum Special Tax rates for Developed Property If the amount of Special Taxes generated is greater than the Special Tax Requirement the Special Taxes for each Assessors Parcel shall be reduced Proportionately until the total Special Taxes equal the Special Tax Requirement Step Two If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed the Special Tax shall be levied Proportionately on each Assessors Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement Step Three If additional moneys are needed to satisfy the Special Tax Requirement after the first two steps have been completed the Special Tax shall be levied Proportionately on each Assessors Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessors Parcel as needed to satisfy the Special Tax Requirement Step Four If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed then the Special Tax on each Assessor's Parcel of Developed Property whose Maximum Special Taxis the Backup Special Tax shall be increased Proportionately from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement Step Five If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed the Special Tax for Facilities shall be levied Proportionately on each Assessor's Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor's Parcel as needed to satisfy the Special Tax Requirement SECTION G PREPAYMENT OF SPECIAL TAX Prepayment of the special tax shall not be permitted City of Lake Elsmore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 13 of 15 SECTION H TERMINATION OF SPECIAL TAX The Special Tax shall cease not later than the 2047 2048 Fiscal Year however the Special Taxes will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all required interest and principal payments on Bonds for which the Special Tax has been pledged have been paid (u) all authorized facilities for CFD No 2007 6 have been acquired (iii) no delinquent Special Taxes remain uncollected and (IV) all other obligations of CFD No 2007 6 have been satisfied SECTION I EXEMPTIONS The City shall classify as Exempt Property in order of priority (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 (n) 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 restricted in use by a homeowners association (iv) Assessors 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 (w) Assessor's Parcels restricted to other types of public uses determined by the City Council provided that no such classification would reduce the sum of all Taxable Property to less than 1 47 Acres Notwithstanding the above the City Council shall not classify an Assessors Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property to less than 147 Acres Assessors Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 147 Acres will be classified as Provisional Undeveloped Property and will be subject to Special Taxes pursuant to Step Five in Section F SECTION J MANNER OF COLLECTION OF SPECIAL TAX The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes provided however that CFD No 2007 6 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations and may covenant to foreclose and may actually foreclose on delinquent Assessors Parcels as permitted by the Act City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 14 of 15 SECTION K APPEALS Any property owner claiming that the amount or application of the Special Tax 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 Special Tax 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 Special Tax and rule on the appeal If the CFD Administrator's decision requires that the Special Tax for an Assessors 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) but an adjustment shall be made to the Special Tax on that Assessor's Parcel in the subsequent Fiscal Year(s) The City Council may interpret this Rate and Method of Apportionment for purposes of clarifying any ambiguity and make determinations relative to the annual administration and levy of the Special Taxes and any landowner or residents appeals Any decision of the City Council shall be final and binding as to all persons City of Lake Elsinore Community Facilities District No 2007 6 (Holiday Inn Express) Agenda Item No 8 Page 15 of 15 CITY OF LADE F2LSIIYOKE DREAM EXTREME- REPORT TO CITY COUNCIL REPORT TO REDEVELOPMENT AGENCY TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL HONORABLE CHAIRMAN AND MEMBERS OF THE REDEVELOPMENT AGENCY FROM ROBERT A BRADY, CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT COMMERCIAL DESIGN REVIEW NO 2007 080 AND A SUBSEQUENT MITIGATED NEGATIVE DECLARATION FOR MITIGATED NEGATIVE DECLARATION NO 2005 06 FOR LAKE ELSINORE TOYOTA Backaround An automobile dealership (identified as Lake Elsinore Ford) was approved by the Planning Commission and City Council in November and December 2005 respectively The project included Mitigated Negative Declaration No 2005 06 Commercial Design Review No 2005 02 Conditional Use Permit No 2005 06 and Variance No 2005 03 The Conditional Use Permit was approved pursuant to Section97 48 030 of the Lake Elsinore Municipal Code which allowed the establishment of an automobile dealership The Variance allowed for the reduction of the required parking and landscape setbacks along Auto Center Drive and Avenue 12 pursuant to Section 17 48 080 (A) and Chapter 17 76 of the Lake Elsinore Municipal Code In November and December of 2006 the Planning Commission and City Council respectively approved Commercial Design Review No 2006 11 a revision to allow for modifications to the previously approved parking and landscaping areas as well as a reduction in the size of the building (from 72 290 square feet to 29 632 square feet) No modification was requested to the Conditional Use Permit and Variance applications The applicant is now requesting a revision to the previously revised and approved Commercial Design Review application in order to allow for the construction of a new 76 386 square foot auto dealership (Phase 1) and a 10 131 square foot addition Agenda Item Nc 9 Page 1 of 45 DR 2007 08 December 11 2007 Page 2 of 3 (Phase II)(ultimate development of 86 517 square feet) It should be noted that the Planning Commission at their meeting of December 4 2007 unanimously approved the request of a Uniform Sign Program and a Variance for the increase in the proposed pylon sign height from 45 feet to 61 feet and maximum sign area from 150 square feet to 265 square feet for freeway visibility and to allow for an increase in the permitted height of a proposed on site retaining wall height from eight feet (8 ) to a maximum of twenty feet (20) It should be identified that the originally approved Conditional Use Permit and Variance applications run with the land no variation or deviation is being requested herein Discussion The project was presented to the City of Lake Elsinore Planning Commission on December 4 2007 for review and consideration Items for discussion at this meeting included light and glare and noise associated with the operation of the business The Planning Commission expressed satisfaction with the proposed project and voted unanimously to recommend that the City Council approve the Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 2005 06 and the Commercial Design Review Fiscal Impact Ultimately the proposed project will have a positive fiscal impact to the existing commercial area and to the City In that the project will generate increased sales tax revenue and will expand the availability of fob opportunities within the City Recommendation 1 Waive further reading and adopt a Resolution adopting Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 200506 2 Waive further reading and adopt a Resolution approving Commercial Design Review No 2007 08 Staff recommends that the Redevelopment Agency concur with City Council adoption of the Resolutions listed above Prepared by Kirt A Coury Project Planner Approved by Robert A Brady City Manager Agenda Item No 9 Page 2 of 45 DR 2007 08 December 11 2007 Page 3 of 3 Attachments 1 Vicinity Map 2 City Council Resolution No 2007 _ adopting the Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 2005 06 3 City Council Resolution No 2007 _ approving Commercial Design Review No 2007 08 4 Conditions of Approval 5 Planning Commission Staff Report with Exhibits dated December 4 2007 Agenda Item No 9 Page 3 of 45 VICINITY MAP COMMERCIAL DESIGN REVIEW NO 2007 -08 VARIANCE NO 2007 -02 SIGN PROGRAM NO 2007 -01 VI I I I�IJV IV%AL Agenda Item No 9 Page 4 of 45 RESOLUTION NO 2007 _ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, APPROVING ADOPTION OF A SUBSEQUENT MITIGATED NEGATIVE DECLARATION TO PREVIOUSLY ADOPTED MITIGATED NEGATIVE DECLARATION NO 2005 06 WHEREAS the City of Lake Elsinore wishes to commence proceedings to consider Commercial Design Review No 2007 08 Variance No 2007 01 and Uniform Sign Program No 2007 02 (the Project ) and WHEREAS the Project is subject to the provisions of the California Environmental Quality Act (Public Resources Code Sections 21000 et seq CEQA) and the State Implementation Guidelines for CEQA (14 California Code of Regulations Sections 15000 et seq CEQA Guidelines ) because the Project involves an activity which may cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment and involves the issuance of a lease permit license certificate or other entitlement for use by one or more public agencies (Public Resources Code Section 21065) and WHEREAS, on December 13 2005 the City Council approved and certified Mitigated Negative Declaration 2005 06 which analyzed and mitigated potential environmental impacts associated with development of the Lake Elsinore Ford automotive dealership and Mitigated Negative Declaration 2005 06 was properly circulated commented upon and certified and WHEREAS since the time that Mitigated Negative Declaration 2005 06 was adopted there has been a change in tenant for the proposed dealership from Ford to Toyota and Toyota s corporate policies require that their dealerships incorporate standard signage orientation and design features that differ slightly from Ford s which cannot accommodate Toyota s needs and in order for the Toyota dealership to be built consistent with City standards and Toyota s corporate policies it will be necessary for Toyota to incorporate an additional 10 000 square feet of building space and import 107 000 cubic yards of fill from a site within 10 miles with all environmental clearances and WHEREAS pursuant Section 15162 of the CEQA Guidelines says that when a negative declaration has been adopted for a project a subsequent negative declaration shall be prepared for the project if on the basis of substantial evidence in light of the whole record if 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 negative declaration was adopted and indicates that the project will have one or more significant effects not discussed in the previous negative declaration and WHEREAS pursuant to CEQA Guidelines Section 15063 the City conducted an Initial Study to determine if the Project would have a significant effect on the environment Based upon the results of that Initial Study there was substantial Agenda Item No 9 Page 5 of 45 CITY COUNCIL RESOLUTION 2007 PAGE 2 OF 4 evidence that all potential impacts to the environment associated with the Project could be mitigated to less than significant levels and WHEREAS, based upon the results of the Initial Study and based upon the standards set forth in CEQA Guidelines Section 15070 it was determined appropriate to prepare and circulate Subsequent Mitigated Negative Declaration No 2005 06 for the Project (the Negative Declaration ) and WHEREAS pursuant to CEQA Guidelines Section 15072 on July 27 2007 the City duly issued a notice of intent to adopt the Subsequent Mitigated Negative Declaration and WHEREAS the City Council of the City of Lake Elsinore has been delegated with the responsibility of approving documents prepared pursuant to CEQA and WHEREAS public notice of the Project and the Subsequent Mitigated Negative Declaration was given and the Planning Commission considered evidence presented by the Community Development Department and other interested parties at a public hearing held with respect to this item on December 4 2007 and WHEREAS public notice of the Project and the Subsequent Mitigated Negative Declaration has been given and the City Council has considered evidence presented by the Community Development Department and other interested parties at a public hearing with respect to this item on December 11 2007 NOW, THEREFORE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE DETERMINE AND ORDER AS FOLLOWS SECTION 1 The foregoing recitals are true and correct and are hereby made a substantive part of this resolution SECTION 2 The City Council has evaluated all comments written and oral received from persons who have reviewed the Subsequent Mitigated Negative Declaration SECTION 3 The City Council hereby finds that the Subsequent Mitigated Negative Declaration for the Project is adequate and has been completed in accordance with CEQA the State CEQA Guidelines and the City s procedures for implementation of CEQA The City Council has reviewed and considered the information contained in the Subsequent Mitigated Negative Declaration and finds that the Subsequent Mitigated Negative Declaration represents the independent judgment of the City SECTION 4 The City Council further finds and determines that none of the circumstances listed in CEQA Guidelines Section 15073 5 requiring recirculation of the Subsequent Mitigated Negative Declaration are present and that it would be appropriate to adopt the Subsequent Mitigated Negative Declaration as proposed Agenda Item No 9 Page 6 of 45 CITY COUNCIL RESOLUTION 2007 PAGE 3 OF 4 SECTION 5 The City Council hereby makes adopts and incorporates the following findings regarding the lack of potential environmental impacts of the Project and the analysis and conclusions set forth in the Subsequent Mitigated Negative Declaration 1 Revisions in the Project plans or proposals made by or agreed to by the applicant before a Mitigated Negative Declaration and Initial Study are released for public review would avoid the effects or mitigate the effects to a point where clearly no significant effects would occur Based upon the Initial Study conducted for the Project there is substantial evidence suggesting that all potential impacts to the environment resulting from the Project can be mitigated to the less than significant levels 2 There is no substantial evidence in the light of the whole record before the agency that the Project as revised may have significant effect on the environment Pursuant to the evidence received and in the light of the whole record presented the Project will not have a significant effect on the environment SECTION 6 This Resolution shall take effect from and after the date of its passage and adoption PASSED APPROVED AND ADOPTED thisl1th day of December 2007 by the following vote ROBERT E MAGEE MAYOR ATTEST VIVIAN M MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE Agenda Item No 9 Page 7 of 45 CITY COUNCIL RESOLUTION 2007 _ PAGE 4 OF 4 STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the Cit Council of the City of Lake Elsinore California at a regular meeting held on the 11` day of December 2007 and that the same was adopted by the following vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK Agenda Item No 9 Page 8 of 45 RESOLUTION NO 2007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA APPROVING COMMERCIAL DESIGN REVIEW NO 2007 08 WHEREAS Toyota Motor Sales USA Inc has initiated proceedings to request the approval of Commercial Design Review No 2007 08 for the design construction and establishment of the new Lake Elsinore Toyota automobile dealership ( the Commercial Design Review ) which will be located at the southwest corner of Avenue 12 and Auto Center Drive (the Site ) and WHEREAS, the City Council of the City of Lake Elsinore California has been delegated with the responsibility of reviewing and making decisions regarding Design Review requests for commercial projects and WHEREAS public notice of the Commercial Design Review has been given and the City Council has considered evidence presented by the Community Development Department and other interested parties at a public hearing held with respect to this item on December 4 2007 NOW, THEREFORE, the City Council of the City of Lake Elsinore California does hereby resolve as follows Section 1 The City Council has considered the proposed design and building elevations for the Lake Elsinore Toyota project and has found them acceptable The City Council finds and determines that the Commercial Design Review request is consistent with the Lake Elsinore Municipal Code Section 2 The City Council hereby finds and determines that the Subsequent Mitigated Negative Declaration for the Project is adequate and has been completed in accordance with CEQA the State CEQA Guidelines and the City s procedures for implementation of CEQA The Planning Commission has reviewed and considered the information contained in the Subsequent Mitigated Negative Declaration and finds that the Subsequent Mitigated Negative Declaration represents the independent judgment of the City Section 3 That in accordance with Lake Elsinore Municipal Code Chapter 17 82 the City Council makes the following findings for the approval of Commercial Design Review No 2007 08 1 The project as approved will comply with the goals and objectives of the General Plan and the Zoning District in which the project is located The proposed Commercial Design Review located at the southwest comer of Auto Center Drive and Avenue 12 complies with the goals and objectives of the General Plan in that the approval of this automobile dealership will assist in achieving the development of a well balanced and functional mix of residential commercial Agenda Item No 9 Page 9 of 45 CITY COUNCIL RESOLUTION NO 2007 PAGE 2 OF 3 industrial open space recreational and institutional land uses as well as encouraging commercial land uses to diversify Lake Elsinore s economic base 2 The project complies with the design directives contained in Section 17 82 060 and all other applicable provisions of the Municipal Code The proposed Commercial Design Review located at the southwest comer of Auto Center Drive and Avenue 12 is appropriate to the site and surrounding developments in that the automobile dealership project has been designed in consideration of the size and shape of the property thereby creating interest and varying vistas as a person moves along the street Further the project as proposed will complement the quality of existing development and will create a visually pleasing non detractive relationship between the proposed and existing projects in that the architectural design color and materials and site design proposed evidence a concern for quality and originality consistent with existing automobile dealerships in the immediate area 3 Subject to the attached Conditions of Approval the proposed project is not anticipated to result in any significant adverse environmental impacts The proposed Commercial Design Review located at the southwest comer of Auto Center Drive and Avenue 12 as reviewed and conditioned by all applicable City Divisions and Departments and Agencies will not have a significant effect on the environment pursuant to attached Conditions of Approval 4 Conditions and safeguards pursuant to Chapter 17 82 070 of the Zoning Code including guarantees and evidence of compliance with conditions have been incorporated into the approval of the subject project to ensure development of the property in accordance with the objectives of Chapter 17 82 Pursuant to Section 17 82 070 of the Lake Elsinore Municipal Code the proposed Commercial Design Review located at the southwest corner of Auto Center Drive and Avenue 12 has been scheduled for review and consideration by the Planning Commission Section 4 Based upon all of the evidence presented the above findings and the conditions of approval imposed upon the Commercial Design Review the City Council hereby approves Commercial Design Review No 2007 08 Section 5 This Resolution shall take effect from and after the date of its passage and adoption PASSED APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California this 11th day of December 2007 Agenda Item No 9 Page 10 of 45 CITY COUNCIL RESOLUTION NO 2007 _ PAGE 3 OF 3 ROBERT E MAGEE MAYOR ATTEST VIVIAN M MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the Cit Council of the City of Lake Elsinore California at a regular meeting held on the 11t day of December 2007 and that the same was adopted by the following vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK Agenda Item No 9 Page 11 of 45 CONDITIONS OF APPROVAL COMMERCIAL DESIGN REVIEW NO 2007 08 VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 LAKE ELSINORE TOYOTA GENERAL 1 The applicant shall defend (with counsel acceptable to the City) indemnify and hold harmless the City its Officials Officers Employees Agents and its Consultants from any claim action or proceeding against the City its Officials Officers Employees or Agents to attach set aside void or annul an approval of the City its advisory agencies appeal boards or legislative body concerning implementation and construction of the proposed project The City will promptly notify the applicant of any such claim action or proceeding against the City and will cooperate fully with the defense PLANNING DIVISION 2 Approval of the identified project applications will lapse and be void unless budding permits are issued within one (1) year of the City Council approved date 3 All Conditions of approval shall be reproduced on page one of building plans prior to their acceptance by Building Division All Conditions of Approval shall be met prior to the issuance of a Certificate of Occupancy and release of utilities 4 All site improvements approved with this request shall be constructed as indicated on the approved site plan and elevations Revisions to approved site plans or building elevations shall be subject to the review of the Director of Community Development All plans submitted for Building Division Plan Check shall conform to the submitted plans as modified by Conditions of Approval the Planning Commission or the City Council 5 All structures shall be developed on site as depicted on the approved site plan and /or as modified by the Director of Community Development or designee 6 The applicant shall comply with the City s Noise Ordinance Except that all construction activity shall be limited to the hours of 7 00 A M to 5 00 P M Monday through Friday and no construction activity shall occur on Saturdays Sundays or legal holidays 7 The use of an outdoor public address system shall not be allowed 8 The applicant shall not allow test driving of vehicles by customers and /or employees through residential areas All test driving traffic shall be limited to Auto Center Drive mayor arterial streets or the 1 15 freeway 9 Prior to the issuance of a building permit (i a light standards) the applicant shall provide a photometric study Said study shall be reviewed and approved to the satisfaction of the Director of Community Development All exterior on site lighting shall be shielded and directed on site so as not to create glare onto neighboring property and streets or allow Agenda Item No 9 Page 12 of 45 CONDITIONS OF APPROVAL PAGE 2OF9 LAKE ELSINORE TOYOTA illumination above the horizontal plane of the fixture All light fixtures shall match the architectural style of the building 10 The applicant shall prepare a final wall and fence plan subject to the review and approval of the Director of Community Development or designee 11 Trash enclosures shall be constructed per City standards as approved by the Director of Community Development or designee pnor to issuance of budding permit 12 The Planning Division shall approve construction traders utilized during construction All construction traders shall require a $1 000 00 cash bond for each 13 All loading zones shall be clearly marked with yellow striping and shall meet City standards for loading zones 14 Painted arrows on the asphalt shall be located at all internal drive aisles 15 All roof mounted or ground support air conditioning units or other mechanical equipment incidental to development shall be architecturally screened or shielded by landscaping so that they are not visible from neighboring property or public streets Any roof mounted central swamp coolers shall also be screened and screening plan shall be approved by the Director of Community Development prior to issuance of budding permit 16 The Applicant shall comply with the requirements of the Elsinore Valley Municipal Water District Proof shall be presented to the Chief Budding Official prior to issuance of budding permits and final approval 17 All exterior downspouts shall be painted to match the budding color 18 Materials and colors depicted on the materials board shall be used unless modified by the Director of Community Development or designee 19 Prior to issuance of a Grading Permit the applicant shall pay the appropriate MSHCP Fee 20 Prior to issuance of budding permits applicant shall provide assurance that all required fees to the Lake Elsinore Unified School District have been paid 21 Prior to issuance of budding permits applicant shall provide assurance that all requirements of the Riverside County Fire Department have been met 22 Prior to issuance of any grading permit or budding permits the applicant shall sign and complete an Acknowledgement of Conditions form and shall return the executed original to the Planning Division for inclusion in the case records 23 The final landscaping /irrigation plan is to be reviewed and approved by the Citys Agenda Item No 9 Page 13 of 45 CONDITIONS OF APPROVAL PAGE 3OF9 LAKE ELSINORE TOYOTA Landscape Architect Consultant and the Community Development Director or Designee prior to issuance of building permit A Landscape Plan Check Fee will be charged prior to final landscape approval based on the Consultants fee plus forty percent (40 %) 24 All planting areas shall have permanent and automatic sprinkler system with 100% plant and grass coverage using a combination of drip and conventional irrigation methods 25 Applicant shall plant street trees selected from the Citys Street Tree List a maximum of thirty feet (30) apart and at least twenty four inch (24 ) box in size 26 All planting areas shall be separated from paved areas with a six inch (6 ) high and six inch (6 ) wide concrete curb 27 Planting within fifteen feet (15 ) of ingress /egress points shall be no higher than thirty six inches (36 ) 28 Any transformers and mechanical or electrical equipment shall be indicated on landscape plan and screened as part of the landscaping plan 29 The landscape plan shall provide for ground cover shrubs and trees and meet all requirements of the Citys adopted Landscape Guidelines Special attention to the use of Xenscape or drought resistant plantings with combination drip irrigation system to be used to prevent excessive watering 30 Maintenance of the landscape areas shall be as per the Reimbursement Agreernen Agreement Containing Covenants Affecting Real Property approved by the City Council (Revised per Planning Commission December 4 2007) 31 All landscaping and irrigation shall be installed within affected portion of any phase at the time a Certificate of Occupancy is requested for any building All planting areas shall include plantings in the Xenscape concept drought tolerant grasses and plants 32 Final landscape plan must be consistent with approved site plan 33 Final landscape plans to include planting and irrigation details 34 The applicant shall comply with all mitigation measures identified in the Mitigation Monitoring Program for Mitigated Negative Declaration No MND 2005 06 35 The applicant shall comply with Chapter 17 98 of the Lake Elsinore Municipal Code (LEMC) regarding all temporary use activities Agenda Item No 9 Page 14 of 45 CONDITIONS OF APPROVAL PAGE 4 OF 9 LAKE ELSINORE TOYOTA VARIANCE NO 2007 01 36 Variance No 2007 01 shall lapse and become void one (1) year following the date on which the Variance became effective unless prior to the expiration of one (1) year a building permit related to the Variance is issued and construction commenced and diligently pursued toward completion 37 The decision of the Commission shall be final fifteen (15) days from the date of the decision unless an appeal has been filed with the City Council pursuant to the provisions of Chapter 1780 38 An application for modification or other change in the conditions of approval of Variance No 2007 01 shall be reviewed according to the provisions of this Chapter in a similar manner as a new application 39 Variance No 2007 01 granted pursuant to the provisions of this section shall run with the land and shall continue to be valid upon a change of ownership of the site or structure which was the subject of the Variance application 40 The applicant shall place a weatherproof 3 x 3 sign at the entrance to the project site identifying the approved days and hours of construction activity (i e 7 00 A M — 5 00 P M Monday through Friday with no construction activity to occur on Saturdays Sundays or legal holidays) and a statement that complaints regarding the operation can be lodged with the City of Lake Elsinore Code Enforcement Division (951) 674 3124 The sign shall be installed prior to the issuance of a grading permit 41 The proposed retaining wall shall be constructed of keystone block and shall be constructed at an angle to avoid a straight vertical (90 degree) cut and wall Materials and colors depicted on the plans shall be used and shall be of an earthtone or tan color unless modified by the Community Development Director or designee (Revised per Planning Commission December 4, 2007) UNIFORM SIGN PROGRAM NO 2007 -02 42 The applicant shall apply for a sign permit and pay appropriate fee for any sign installed at the project site 43 The location size style and color for all signs shall comply with the Sign Program (Approved herein) Any additions or revisions to the Sign Program shall require Planning Division review and approval 44 The Design Review approval for Sign Program No 2007 02 for the project known as Lake Elsinore Toyota shall lapse and become void one (1) year following the date on which the Design Review became effective unless prior to the expiration of one year a building permit related to the Design Review is issued and construction commenced and diligently Agenda Item No 9 Page 15 of 45 CONDITIONS OF APPROVAL PAGE 5OF9 LAKE ELSINORE TOYOTA pursued toward completion The Design Review granted herein shall run with the land for this one (1) year period and shall continue to be valid upon a change of ownership of the site 45 All exterior sign lighting shall be reviewed and approved by the Community Development Director ENGINEERING DIVISION 46 The applicant shall dedicate right of way and shall construct full half width improvements on Auto Center Drive Right of way dedication shall be 50 feet as measured from the centerline of Auto Center Drive to the project property line Full half width street improvements shall be constructed such that the measurement from the centerline of Auto Center Drive to the project side curb face is 40 feet Development shall construct median along Auto Center Drive for full frontage width of the project or pay cash in lieu of construction for one half of the median cost for the length of the project frontage Median design shall maintain existing circulation patterns as approved by the City Engineer 47 Provide a striping and signing plan for striping from Mill Street to the bridge with special attention to the design and adequate tapers of traffic lanes to and from the bridge to the new four lane facility on Auto Center Drive This plan shall be approved by the Traffic Engineer prior to issuance of the building permit 48 Provide detention and desiltation basin sized to detain the increase in the 100 year storm flow between the developed and undeveloped site condition 49 The slope on the north side of the project shall be improved with long term erosion control planting 50 The outlet drainage pipe on the east slope of the project shall be improved such that the outlet condition slows the discharge to a non erosive velocity and that the down stream property owner is protected from erosion The existing outlet restriction shall be removed unless the applicant can demonstrate that the pipe was designed and constructed to accommodate pressure flow 51 Sight distance for ingress / egress at all driveways shall be unobstructed per CALTRANS Standards 52 Parking shall not be allowed on Auto Center Drive within 120 feet north and 20 feet south of driveways 53 Underground water rights shall be dedicated to the City pursuant to the provisions of Lake Elsinore Municipal Code Section 16 52 030 and be consistent with the City s agreement with the Elsinore Valley Municipal Water District Agenda Item No 9 Page 16 of 45 CONDITIONS OF APPROVAL PAGE 6 OF 9 LAKE ELSINORE TOYOTA 54 All street improvements including signage and striping shall be installed and functioning prior to certificate of occupancy 55 Pay all Capital Improvement and Plan Check fees (LEMC 16 34 Resolution 85 26) mitigation fees area drainage fee traffic impact fee (TIF) Transportation Uniform Mitigation Fee (TUMF) encroachment permit fees and inspection fees associated with the project and its development Fee amount to be paid shall be consistent with the current amount as stipulated in each fee ordinance 56 Construct all public works improvements per approved street plans (LEMC 12 04) Plans must be approved and signed by the City Engineer prior to issuance of a budding permit (LEMC 16 34) 57 Street improvement plans and specifications shall be prepared by a California Registered Civil Engineer Improvements shall be designed and constructed to Lake Elsinore City Standards or Riverside County Road Department Standards latest edition as approved by the City Engineer 58 Applicant shall post the appropriate bonds for grading prior to issuance of a grading permit and for street improvements prior issuance of a budding permit 59 All compaction reports grade certifications monument certifications (with tie notes delineated on 8'/z x 11 Mylar) shall be submitted to the Engineering Division before final inspection of public works improvements will be scheduled and approved 60 The applicant shall install permanent survey monuments in compliance with the City s municipal code 61 Applicant shall obtain all necessary off site easements for off site grading or construction from the adjacent property owners prior to issuance of a building permit 62 Arrangements for relocation of utility company facilities (power poles vaults etc ) out of the roadway or alley shall be the responsibility of the property owner or his agent 63 Provide street lighting and show lighting improvements along Auto Center Drive as part of street improvement plans as required by the City Engineer 64 Applicant shall install blue reflective pavement markers in the street at all fire hydrant locations 65 Applicant shall submit a traffic control plan showing all permanent traffic control devices for the project to be approved prior to issuance of certificate of occupancy All permanent traffic control devices shall be installed prior to final inspection of public improvements This includes No Parking Signs traffic striping and traffic signs for travel ways within the development Agenda Item No 9 Page 17 of 45 CONDITIONS OF APPROVAL PAGE 7 OF 9 LAKE ELSINORE TOYOTA 66 Construction traffic control plans shall be submitted to and approved by the City s Traffic Engineer prior to issuance of encroachment permit 67 All improvement plans and tract maps shall be digitized At Certificate of Occupancy applicant shall submit tapes and /or disks which are compatible with City s ARC Info /GIS or developer to pay $300 per sheet for City digitizing 68 All utilities (electrical cable television telephone) except electrical over 12 kv shall be placed underground as approved by the serving utility 69 Apply and obtain a grading permit with appropriate security prior to budding permit issuance A grading plan signed and stamped by a California Registered Civil Engineer shall be required if the grading exceeds 50 cubic yards or the existing flow pattern is substantially modified as determined by the City Engineer If the grading is less than 50 cubic yards and a grading plan is not required a grading permit shall still be obtained so that a cursory drainage and flow pattern inspection can be conducted before grading begins 70 Provide sods geology and seismic report including street design recommendations Provide final sods report showing street design compliance with recommendations 71 An Alquis Priolo study shall be performed on the site to identify any hidden earthquake faults and /or liquefaction zones present on site 72 All grading shall be done under the supervision of a geotechmcal engineer All slopes steeper than 2 to 1 shall be approved by the City Engineer and certified for stability and proper erosion control requirements by a licensed Geologist or licensed Geotechnical Engineer All manufactured slopes greater than 30 ft in height shall be contoured and have a six (6) foot wide bench with a three (3) foot wide terrace drain constructed for every thirty (30) vertical foot of slope 73 Prior to commencement of grading operations applicant to provide to the City with a map of all proposed haul routes to be used for movement of import and /or export material Such routes shall be subject to the review and approval of the City Engineer 74 Applicant to provide to the City a photographic baseline record of the condition of all proposed public City haul roads In the event of damage to such roads applicant shall pay full cost of restoring public roads to the baseline condition A bond may be required to ensure payment of damages to the public right of way subject to the approval of the City Engineer 75 Project drainage shall be conveyed to a public facility or accepted by adjacent property owners by a letter of drainage acceptance if storm flows are different than historic flows or conveyed to a drainage easement Agenda Item No 9 Page 18 of 45 CONDITIONS OF APPROVAL PAGE 8 OF 9 LAKE ELSINORE TOYOTA 76 On site drainage facilities located outside of road right of way should be contained within drainage easements shown on a separate sheet in the grading plans A note should be added to the final map stating Drainage easements shall be kept free of buildings and obstructions 77 All natural drainage traversing site shall be conveyed through the site or shall be collected and conveyed by a method approved by the City Engineer 78 Meet all requirements of LEMC 15 64 regarding flood hazard regulations 79 Meet all requirements of LEMC 15 68 regarding flood plain management 80 Submit Hydrology and Hydraulic Reports for review and approval by City Engineer and the Riverside County Flood Control District as a submittal requirement of the rough grade plan check Applicant shall mitigate any flooding and /or erosion caused by development of site and diversion of drainage 81 All drainage facilities in this site shall be constructed to Riverside County Flood Control District Standards 82 Storm drain inlet facilities shall be appropriately stenciled to prevent illegal dumping in the drain system the wording and stencil shall be approved by the City Engineer 83 10 year storm runoff should be contained within the curb and the 100 year storm runoff should be contained with the street right of way When either of these criteria is exceeded drainage facilities should be installed 84 Applicant will be required to install BMP s using the best available technology to mitigate any urban pollutants from entering the watershed 85 Applicant shall obtain approval from Santa Ana Regional Water Quality Control Board for their stormwater pollution prevention plan including approval of erosion control for the grading plan prior to issuance of grading permits The applicant shall provide a WQMP for post construction which describes BMP s that will be implemented for the development and including maintenance responsibilities 86 Education guidelines and Best Management Practices (BMP) shall be provided to the manager of the business in the use of herbicides pesticides fertilizers as well as other environmental awareness education materials on good housekeeping practices that contribute to protection of stormwater quality and meet the goals of the BMP in Supplement A in the Riverside County NPDES Drainage Area Management Plan Agenda Item No 9 Page 19 of 45 CONDITIONS OF APPROVAL PAGE 9 OF 9 LAKE ELSINORE TOYOTA 87 Applicant shall provide first flush BMP s using the best available technology that will reduce stormwater pollutants from parking areas and driveways These provisions include the development and compliance with a Water Quality Management Plan (WQMP) 88 Driveway intersection site distance shall meet the design criteria of the CALTRANS Design Manual (particular attention should be taken for intersections on the inside of curves) If site distance can be obstructed a special limited use easement must be recorded to limit the slope type of landscaping and wall placement 89 All waste material debris vegetation and other rubbish generated during cleaning demolition clear and grubbing or other phases of the construction must be disposed of at appropriate recycling centers The applicant shall contract with CR &R Inc in accordance with the City s Franchise Agreement COMMUNITY SERVICES DEPARTMENT 90 The Developer shall pay park fees in the amount of $0 10 per square foot for all interior commercial space 91 Developer shall participate in the City wide Landscape and Lighting Maintenance District 92 Developer shall comply with all City Ordinances regarding construction debris removal and recycling as per Section 8 32 of the Lake Elsinore Municipal Code RIVERSIDE COUNTY FIRE DEPARTMENT 93 The applicant shall comply with all Riverside County Fire Departments requirements and standards Provide fire protection facilities as required in writing by the Riverside County Fire Department ELSINORE VALLEY MUNICIPAL WATER DISTRICT 94 The applicant shall request a will serve letter from the Elsinore Valley Municipal Water District Submit the Will Serve letter to the City Engineering Division from the applicable water agency stating that water and sewer arrangements have been made for this project Submit this letter prior to issuance of a building permit Agenda Item No 9 Page 20 of 45 CITY of � LADE LLSIfi0KE DREAM EXTREME- CITY OF LAKE ELSINORE REPORT TO THE PLANNING COMMISSION TO CHAIRMAN AND MEMBERS OF THE PLANNING COMMISSION FROM ROLFE M PREISENDANZ, DIRECTOR OF COMMUNITY DEVELOPMENT DATE DECEMBER 4 2007 PREPARED BY KIRT A COURY PLANNING CONSULTANT PROJECT TITLE COMMERCIAL DESIGN REVIEW NO 2007 08 VARIANCE NO 2007 01 UNIFORM SIGN PROGRAM NO 2007 02 AND A SUBSEQUENT MITIGATED NEGATIVE DECLARATION FOR MITIGATED NEGATIVE DECLARATION NO 2005 06 FOR LAKE ELSINORE TOYOTA APPLICANT TOYOTA MOTOR SALES, USA, INC, 19001 S WESTERN AVENUE, TORRANCE, CA 90501 OWNER CASINO WAY, JEC, LLC 450 W VISTA WAY, VISTA CA 92083 PROJECT REQUEST The request before the Planning Commission is for a Commercial Design Review (No 2007 08) and Uniform Sign Program (No 2007 02) to construct a new 76 386 square foot auto dealership (Phase 1) and a 10 000 square foot addition (Phase II) on a ten (10) acre site The applicant is also requesting a Variance (No 2007 01) for the increase in the proposed pylon sign height from 45 feet to 61 feet and maximum sign area from 150 square feet to 265 square feet for freeway visibility and to allow for an increase in the permitted height of a proposed on site retaining wall height from eight feet (8 ) to a maximum of twenty feet (20 ) Review is pursuant to the applicable Chapters of the Lake Elsinore Municipal Code (LEMC) Agenda Item No 9 Page 21 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4 2007 PROJECT LOCATION The 10 acre project site is located at the southwest corner of Avenue 12 and Auto Center Drive ENVIRONMENTAL SETTING The site is bounded on the north by existing single family homes existing automobile dealerships to the east vacant general commercial land to the west and the San Jacinto River channel to the south PROJECT BACKGROUND An automobile dealership (identified as Lake Elsinore Ford) was approved by the Planning Commission and City Council in November and December 2005 respectively The project included Mitigated Negative Declaration No 2005 06 Commercial Design Review No 2005 02 Conditional Use Permit No 2005 -06 and Variance No 2005 03 The Conditional Use Permit was approved pursuant to Sectionl7 48 030 of the Lake Elsinore Municipal Code which allowed the establishment of an automobile dealership The Variance allowed for the reduction of the required parking and landscape setbacks along Auto Center Drive and Avenue 12 pursuant to Section 17 48 080 (A) and Chapter 17 76 of the Lake Elsinore Municipal Code In November and December of 2006 the Planning Commission and City Council respectively approved Commercial Design Review No 2006 11 a revision to allow for modifications to the previously approved parking and landscaping areas as well as a reduction in the size of the building (from 72 290 square feet to 29 632 square feet) It should be noted that no modification was requested to the Conditional Use Permit and Variance applications Agenda Item No 9 Page 22 of 45 EXISTING ZONING GENERAL PLAN LAND USE Project Vacant C 2 (General Commercial) General Commercial Site North Automotive C 2 (General Commercial) General Commercial Dealerships South Vacant C 2 General Commercial General Commercial East Flood San Jacinto River San Jacinto River Channel Channel Channel West Single R 1 (Single Family Low Medium Density Family Residential District) Residential Residential PROJECT BACKGROUND An automobile dealership (identified as Lake Elsinore Ford) was approved by the Planning Commission and City Council in November and December 2005 respectively The project included Mitigated Negative Declaration No 2005 06 Commercial Design Review No 2005 02 Conditional Use Permit No 2005 -06 and Variance No 2005 03 The Conditional Use Permit was approved pursuant to Sectionl7 48 030 of the Lake Elsinore Municipal Code which allowed the establishment of an automobile dealership The Variance allowed for the reduction of the required parking and landscape setbacks along Auto Center Drive and Avenue 12 pursuant to Section 17 48 080 (A) and Chapter 17 76 of the Lake Elsinore Municipal Code In November and December of 2006 the Planning Commission and City Council respectively approved Commercial Design Review No 2006 11 a revision to allow for modifications to the previously approved parking and landscaping areas as well as a reduction in the size of the building (from 72 290 square feet to 29 632 square feet) It should be noted that no modification was requested to the Conditional Use Permit and Variance applications Agenda Item No 9 Page 22 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01, AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4 2007 The applicant is now requesting a revision to the previously revised and approved Commercial Design Review application in order to allow for the construction of a new 76 386 square foot auto dealership (Phase 1) and a 10 131 square foot addition (Phase II)(ultimate development of 86 517 square feet) The applicant is also requesting a Uniform Sign Program and Variance for the increase in the proposed pylon sign height from 45 feet to 61 feet and maximum sign area from 150 square feet to 265 square feet for freeway visibility and to allow for an increase in the permitted height of a proposed on site retaining wall height from eight feet (8 ) to a maximum of twenty feet (20 ) It should be noted that the originally approved Conditional Use Permit and Variance applications run with the land no variation or deviation is being requested herein PROJECT DESCRIPTION Commercial Design Review No 2007 08 Site Plan The proposed dealership will be a single two story building which will be constructed in two (2) phases Phase I will consist of 76 386 square foot budding Phase 11 proposes an additional 10 131 square foot addition for a Project total of 86 517 square feet This represents a 19 5% increase in budding area over the original project Phase I of the budding footprint occupies 65 761 square feet with a second floor of 10 625 square feet The first floor of the sales /administration building will contain the showroom sales offices retail and wholesale parts sales and storage The second floor will contain office and a mezzanine area Rooftop parking containing 78 spaces will be provided over the service portion of the facility for storage of vehicles and will be screened with a 3 6 high parapet wall Access to the roof is provided by a ramp on the west side of the budding A separate drive thru car wash facility for vehicle preparation will be located along the southern property line A covered area for receiving vehicles for service will be located immediately to the west of the sales /administration building The service drive is four (4) lanes wide and will accommodate approximately eight (8) service vehicles To the west of the sales administration budding is the service budding complex This area houses forty two (42) service bays for both cars and trucks and two (2) bays for large vehicles and trucks Additionally a break room and rest rooms are provided for the technicians in the showroom /service budding area Phase 11 will include 10 131 square feet of service area expansion to the south of the proposed service area for Phase I This expansion area will house sixteen (16) service bays for both cars and trucks The proposed addition will match the Phase I height and budding finishes and includes twenty three (23) rooftop parking spaces accessed by the ramp to the rooftop parking area constructed in Phase I Agenda Item No 9 Page 23 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01, AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4, 2007 Circulation and Parking Space Layout Main access to the site will be made available through the two (2) driveways proposed along Auto Center Drive Eight hundred and eight (808) parking spaces will be provided including four (4) handicap spaces Vehicle display spaces are provided along the frontage of Auto Center Drive Customer parking spaces are identified near and around the sales and service buildings Employee parking will be provided at the rear portion of the site Landscaping The applicant is proposing to develop the site with approximately 38 874 square feet of landscaping or approximately ten percent (10 %a) of the project site A ten foot (10 ) landscape buffer separates the parking and display areas from the public right of way Additionally landscape islands will be provided within the display parking lot Considering that the perimeter landscape buffer is less than the required twenty foot (20 ) average and fifteen foot (15 ) minimum (Section 17 48 080 of the LEMC) a variance was approved with the originally approved application Also a fifteen foot (15 ) minimum landscaped buffer has been provided between the proposed lot and the residential land to the west providing both a visual separation and sound attenuation Lastly six foot high screen wall will be installed along the western property line across from the existing residences on Avenue 12 The grade will slope down to a retaining wall along the interior drive aisle with evergreen trees planted in the slope to provide additional screening Architecture /Color and Matenals The exterior finishes will be consistent with the Toyota Image USAII program including silver ACM (Aluminum Composite Panels) clear anodized aluminum storefront and white painted plaster on the sides and rear of the structure A key element of the branded design includes an internally illuminated glass portal entrance at the front of the facility facing Auto Center Drive The overall height of the portal is 34 3 The parapets will vary between 26 0 and 23 6 Styling is contemporary with simple clean lines Budding Location Budding Walls Accent Band Block/Screen Walls Aluminum Storefront/Frames Glass Material Painted Plaster/ Split Face Block Concrete Block Split Face Block Clear Anodized Glass /Tint Color Cast of Grey Charcoal Gray Concrete Block/Slate Charcoal Clear Frames Blue Tint Agenda Item No 9 Page 24 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08 VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4, 2007 Variance No 2007 01 The applicant is requesting an increase in the proposed pylon sign height from forty five feet (45 ) to sixty one feet (61 ) and an increase in the sign area from 150 square feet to 265 square feet Increasing the dimensions to this size is necessary to accommodate better freeway visibility The variance request was reviewed pursuant to Sections 17 94 170(1)(a) and (b) and Chapter 17 76 of the Lake Elsinore Municipal Code The applicant is also requesting a Variance to allow for the construction of an on site retaining wall in excess of the maximum permitted height of eight feet (8 ) (see Chapter 17 38 (Non Residential Development Standards) of the Lake Elsinore Municipal Code) Specifically the applicant requests in the Variance application to increase the maximum height of the retaining wall to twenty feet (20 ) Section 17 76 010 states that The City realizes that under certain circumstances an applicant while attempting to comply with provisions of the Zoning Ordinance as strictly interpreted may because of certain physical conditions related to the site such as size shape dimensions topography or unique setting experience practical difficulties and /or unnecessary physical hardships which are inconsistent with the Ordinances intended purpose This Chapter therefore is intended to provide a mechanism whereby the Planning Commission may grant relief from the applicable provisions of the Code The ability to grant variances shall not however extend to use regulations or to public safety regulations because such authority is precluded by other local ordinances or State law Also in no case shall cost to the applicant of strict or literal compliance with a regulation be the primary reason for granting of a Variance The site has a significant slope varying in height from approximately ten feet (10 ) up to thirty feet (30 ) along the eastern site boundary (adjacent to the San Jacinto River Channel) The proposed project is expected to require 80 000 cubic yards of cut and 105 000 cubic yards of fill resulting in a net of 25 000 cubic yards of fill material that would need to be transported to the site Considering this the applicant is requesting a variance for an increase in retaining wall height to allow the site to be constructed level with Auto Center Drive and to enjoy site visibility from Auto Center Drive and the 1 15 Freeway enjoyed by other Automotive Dealerships in the immediate area This request is due to the unique setting and certain physical topography of the site The proposed material of the retaining wall will be constructed of keystone block The block color will be an earthtone tan and the material and texture will be a rough face to be consistent with the natural setting and sandy material of the slope and river bank Further the keystone block allows the wall to be constructed at the angle of the existing slope as opposed to a straight vertical cut Agenda Item No 9 Page 25 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 -02 DECEMBER 4, 2007 Uniform Sign Program No 2007 02 The applicant is requesting approval of Uniform Sign Program consistent with the specifications of Chapter 17 94 (Sign Advertising Structures) of the Lake Elsinore Municipal Code The Sign Program includes sign locations and design for the budding as well as the main brand sign and the pylon for freeway visibility As mentioned the applicant is requesting a variance for the pylon sign to increase the height from 45 feet to 61 feet for freeway visibility ANALYSIS Issues relating to light and glare noise traffic and the potential of visual impacts were critically analyzed by staff It was determined that with proper mitigation and implementation of conditions of approval potential impacts of the project could be reduced to acceptable levels Light and Glare With respect to the issue of light and glare a condition (Condition #9) has been imposed requiring the submittal of a photometric study prior to issuance of budding permits Additionally staff required the shielding of on site light fixtures This condition will insure that the proposed lighting glare and pole locations are not located in areas where adjoining properties could be negatively impacted In addition the project site is relatively lower in pad elevation with relation to the adjacent residential dwelling units The lower elevation of the site will assist in the reduction of light and glare spilling over onto or down on adjacent residential property RAC = With respect to the noise generated by car repairs mitigation measures have been incorporated which require compliance with the Citys Noise Ordinance (Chapter 17 78) The Noise Ordinance requires that noise or sound levels be kept below 60 decibels between the hours of 7 00 am to 10 00 pm and below 40 decibels in nearby residential areas between the hours of 10 00 pm to 7 00 am Prohibiting the use of an outdoor PA system will also reduce noise generated by the dealership Traffic With respect to traffic some increase in traffic is expected from car test driving and customer visits Staff has included a condition (condition #8) requiring the applicant to route test drives to Auto Center Drive and to the Freeway and not residential areas Further the Traffic Analysis prepared for the original Lake Elsinore Ford project determined potential impacts resulting from the proposed project As a result the City s Agenda Item No 9 Page 26 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4, 2007 Traffic Engineer concluded that traffic volumes would only increase moderately in the area and that with proper street and circulation improvements as well as a traffic signal adequate circulation would be maintained In summary the Circulation Element of the General Plan utilizing the adopted street system will not be significantly impacted Visual Impacts Lastly since visual impacts could result from the proposed project additional landscaping is proposed which includes a mix of turf shrubs and trees within the front landscaped areas In addition a significant amount of trees and landscaping (approximately thirty two [32] evergreen pine trees) have been identified immediately adjacent to the residences along Avenue 12 reducing the visual impacts to less than significant levels Variance No 2007 01 The applicant is requesting an increase in the pylon sign height from forty five feet (45 ) to sixty one feet (61 ) and increase the sign area from 150 square feet to 265 square feet for freeway visibility pursuant Section 17 94 170(I)(a) and (b) By nature an automobile dealership is a freeway oriented business The applicant is requesting an increase of sixteen (16) feet in freeway signage height to accommodate a lower freeway grade and lack of freeway frontage enjoyed by neighboring automobile dealerships in the immediate area Also Chapter 17 76 of the Lake Elsinore Municipal Code states that The City realizes that under certain circumstances an applicant while attempting to comply with provisions of the Zoning Ordinance as strictly interpreted may because of certain physical conditions related to the site such as size shape dimensions topography or unique setting experience practical difficulties and /or unnecessary physical hardships which are inconsistent with the Ordinances intended purpose According to the principle set forth in Chapter 17 76 of the Lake Elsinore Municipal Code the Variance request is appropriate Staff believes that the retaining wall height will accommodate the construction of the proposed Automotive Dealership and will not be disruptive to the existing development in or surrounding the immediate site The wall will be constructed of materials consistent with natural materials and setting in the immediate area Lastly staff believes that approval of an increase in retaining wall height will allow the site to be constructed level with Auto Center Drive and to enjoy site visibility from Auto Center Drive and the 1 15 Freeway enjoyed by other Automotive Dealerships in the immediate area Agenda Item No 9 Page 27 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01, AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4, 2007 Uniform Sign Program No 2007 -02 The Sign Program includes sign locations and design for each budding as well as the main brand sign and freeway oriented pylon sign As mentioned the applicant is requesting a variance for the pylon sign to increase the height from forty five feet (45 ) to sixty one feet (61 ) for freeway visibility The proposed Sign Program includes the following list of details 1 General Requirements 2 Specific Types of Signs Allowed A Wall Signs Wall Signs are restricted to the assigned sign area Maximum height of lettering at the front facing elevation is forty eight (48 ) inches This letter height for the north and east elevations (elevations facing Auto Center Drive/1 15 Freeway) Only one line of text is allowed per sign area Lettering color is limited to red to match corporate logo Materials are limited to metal or plastic All letters shall be individually mounted and internally illuminated letters B Pylon Sign and Main Brand Sign The freeway oriented Pylon Sign is limited to a maximum of one (1) sign per business The Pylon Sign shall be a maximum of sixty one (61 ) feet in total height and shall include the corporate name logo colors and lettering The maximum sign area (relative to the text and logo) of the Pylon Sign shall be two hundred and sixty five (265 ) square feet Materials shall include anodized aluminum double columns (ground mounted) internally illuminated sign panel with white background appropriate corporate logos and corporate red lettering The proposed Main Brand Sign shall have a six (6 ) foot high two (2 ) foot wide and ten (10 ) foot long decorative base to match the building color and materials C Directional Signs Directional Signs are limited to one per driveway entry The Directional Signs shall be a maximum of five (5) feet in total height The maximum sign area of the Directional Signs shall be 12 square feet Materials shall include anodized aluminum double columns (ground mounted) internally illuminated sign panel with white background appropriate corporate logos and corporate red lettering The directional sign shall have a two (2 ) foot high two (2 ) foot wide and six (6 ) foot long decorative base to match the budding color and materials Agenda Item No 9 Page 28 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4, 2007 CEQA DETERMINATION Section 15162 of the CEQA Guidelines says that when a negative declaration has been adopted for a project a subsequent negative declaration shall be prepared for the project if on the basis of substantial evidence in light of the whole record (3) 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 negative declaration was adopted shows any of the following (A) The project will have one or more significant effects not discussed in the previous negative declaration On December 13 2005 the City Council approved and certified Mitigated Negative Declaration 2005 06 which analyzed and mitigated potential environmental impacts associated with development of the Lake Elsinore Ford automotive dealership Mitigated Negative Declaration 2005 06 was properly circulated commented upon and certified Since the time that Mitigated Negative Declaration 2005 06 was adopted there has been a change in tenant for the proposed dealership As of December 2005 the applicant contemplated a Ford dealership at the project site However since that time Ford has withdrawn from the deal and Toyota has taken its place Toyota s corporate policies require that their dealerships incorporate standard signage orientation and design features that differ slightly from Ford s The project site as presently graded cannot accommodate Toyota s needs In order for the Toyota dealership to be built consistent with City standards and Toyota s corporate policies it will be necessary for Toyota to import 107 000 cubic yards of fill This 107 000 cubic yards of fill shall come from within a 10 mile radius of the project site and shall come with all environmental clearances In addition Toyota requires an additional 10 000 square feet for their service area Staff reviewed Toyota s proposal and determined that importation of 107 000 cubic yards of fill could have potentially significant impacts for purposes of CEQA According to CEQA Guidelines 15162 Staff determined that preparation of a subsequent Mitigated Negative Declaration would satisfy CEQA Specifically Staff determined that the importation of the 107 000 cubic yards of fill was new information that had arisen since the time that Mitigated Negative Declaration 2005 06 was adopted and that new information showed that the project would have one or more significant effects not discussed in the previous Mitigated Negative Declaration 2005 06 The Subsequent Mitigated Negative Declaration which Staff prepared is attached to this Staff Report and outlines mitigation measures that lessen the potential impacts of Agenda Item No 9 Page 29 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08, VARIANCE NO 2007 01 AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4 2007 importing 107 000 cubic yards of fill to the project site to a level of less than significant The Subsequent Mitigated Negative Declaration was properly circulated and three (3) comment letters were received These comment letters came from Riverside County Flood Control and Water Conservation District Native American Heritage Commission and the Soboba Tribe None of the letters raised environmental concerns on the changes from the original Mitigated Negative Declaration It would be appropriate to recommend that the City Council approve Subsequent Mitigated Negative Declaration No 2007 01 MSHCP DETERMINATION The originally approved Ford project was not reviewed pursuant to the Western Riverside County Multiple Species Habitat Conservation Plan (MSHCP) Between approval of the Ford project and the currently proposed project for Toyota a representative for Jeep /Dodge /Chrysler anticipated purchasing the site and as such the City was required to comply with MSHCP requirements as part of their anticipated review process The Joint Project Review with the Regional Conservation Authority (RCA) was completed November 20 2006 with the project being determined consistent with dig provisions of the MSHCP As part of that consistency determination the previous Applicant agreed to donate 3 acres located along the San Jacinto channel and the current Applicant has agreed to conduct the required pre construction burrowing owl survey as identified in the Subsequent MND None of the conditions related to the original MSHCP consistency determination have changed and therefore no additional MSHCP actions or review are warranted RECOMMENDATION It is recommended that the Planning Commission adopt Resolution No 2007 _ recommending to the City Council approval of the Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 2005 06 Resolution No 2007 recommending to the City Council approval of Commercial Design Review No 2007 0_ 8 Resolution No 2007 _ approving Variance No 2007 01 and Resolution No 2007 _ approving Uniform Sign Program No 2007 02 This recommendation is based on the findings exhibits and conditions of approval attached to this Staff Report PREPARED BY KIRT A COURY PROJECT PLANNER APPROVED BY ROLFE M PREISENDANZ, DIRECTOR OF COMMUNITY DEVELOPMENT Agenda Item No 9 Page 30 of 45 PLANNING COMMISSION STAFF REPORT COMMERCIAL DESIGN REVIEW NO 2007 08 VARIANCE NO 2007 01, AND UNIFORM SIGN PROGRAM NO 2007 02 DECEMBER 4 2007 ATTACHMENTS 1 Resolution No 2007 _ recommending that the City Council approve the Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 2005 06 2 Resolution No 2007 — recommending that the City Council approve Commercial Design Review No 2006 11 3 Resolution No 2007 _ approving Variance No 2007 01 4 Resolution No 2007 _ approving Uniform Sign Program No 2007 02 5 Conditions of Approval 6 Exhibits A Location Map B Site Plan C Floor Plans D Building Elevations E Landscape Plan F Grading Plan G Uniform Sign Program No 2007 02 H Subsequent Mitigated Negative Declaration to Mitigated Negative Declaration No 2005 06 1 Full Size Plans J Colored Site Plan (presented at hearing) K Colored Building Elevations (presented at hearing) L Color and Materials Board (presented at hearing) Agenda Item No 9 Page 31 of 45 4 3 v�6 N Eii�E a w � 008 MIN IL g a i Iced i H i g E��EE6 E i I Q i Et4�A �i 3�i iii yypp 3 44 yy yy g Ai yi�pp i�E� A 6 9° E v g 5i�� AiiiF S @biz �E €6g `OaRe! 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Igx a g 6 fie, s g££ € 4g ae# b e asg$ Baca a y� a ��e3 ai �3�6€ fr a g $!v cke m go y as gsgig�e�g $a a€ e" v &° w m sg l a agf?�ks2 ppl " Is '1s Wi �a as is, Ail R$ ses g s $ etagggr� s as 4'€ nil i u s g s a n€ a 5 $ 6M Moog I a $ 10 s z 1 Jag K k @9 I 8 sg3 Fg gill u, c 4 J� �2 I4 gpqEE 9' gds a 4 § Jill y1y, 1$y `1119 $Y i Yyyy t 3 Effi 9 SREya � �yty if y Y �6e�a s� Agenda Item No 9 Page 39 of 45 I J r// I ,ar / ✓,jl , 'l, P /' t f / J K / n � ' M \ / ' r \ 5 1 E[ e �Ii�I� 9 i' a b ig UP sOR 3 Agenda Item No 9 Page 40 of 45 1 / / r// I ,ar / ✓,jl , 'l, P /' t f / J K / n � ' M \ / ' r \ 5 1 E[ e �Ii�I� 9 i' a b ig UP sOR 3 Agenda Item No 9 Page 40 of 45 �� WZ , yy 6Z6� ,L' , Y s xl f9 11Y Ti ` M Ali lI 'I 'e I rm u A ai ® oWw ICI � yy 06�/ > W Q Y r Z LZ ^� R -------- --------- ; - -- Agenda Item No 9 J� Page 41 of 45 _ =Val rj w , Y,; '41Ai: r a e 3 _ T ¢ v� ak m� ao J 2� a II Il � � II N N 'lmV N c°1i N N A @ g 1 V s� II I i { n Agenda Item No 9 r :r Page 42 of 45 WOM l 62 , Y,; '41Ai: r a e 3 _ T ¢ v� ak m� ao J 2� a II Il � � II N N 'lmV N c°1i N N A @ g 1 V s� II I i { n Agenda Item No 9 r :r Page 42 of 45 l 62 , Y,; '41Ai: r a e 3 _ T ¢ v� ak m� ao J 2� a II Il � � II N N 'lmV N c°1i N N A @ g 1 V s� II I i { n Agenda Item No 9 r :r Page 42 of 45 91 \ o , 1 95 N N _ M / ie \/ l \ / s 7 \N N \\ \ \ I 1 � I 1 \ L 9 x \ n Agenda Item No 9 Page 43 of 45 |/ , ` ! \ r \jig H (� |� � ! ) L , !§ \ §§ | �§ ! $ , ) .N3 | 1 1 Agenda Item No 9 Page ka« t cc b b I �I C J W C 2 2 IU b 15 J W ti W � � U � Z I IO �b3p� b� p 4, , L d I fll LU O JI I *uz< L V I cc IU P 1 X t � P 'yy i� s J ' I3 I�I i e1P I kk t I� !I III �@ iii IP L � a I- ffr I$� �T I Imo" k�v �v 6� 3 np�y 8y y�1 a .Jill Agenda Item No 9 Page 45 of 45 ! t II i m I cc IU P 1 X t � P 'yy i� s J ' I3 I�I i e1P I kk t I� !I III �@ iii IP L � a I- ffr I$� �T I Imo" k�v �v 6� 3 np�y 8y y�1 a .Jill Agenda Item No 9 Page 45 of 45 r ! CITY OF , A LADE 9 LSINOI.E -� 10� DREAM EXTREME- REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11 2007 SUBJECT PUBLIC HEARING EXTENSION OF TIME FOR TENTATIVE TRACT MAP NO 32786 Background On October 11 2005 the City Council approved Mitigated Negative Declaration No 2005 09 and Tentative Tract Map No 32786 The City Council also adopted Findings of Consistency for the Multiple Species Habitat Conservation Plan (MSHCP) at that time Discussion Section 6645211 (c) of the California Subdivision Map Act authorizes time extensions for up to twenty four (24) months The applicant has requested a time extension for two (2) years or twenty four (24) months or October 11 2009 As previously identified on October 11 2005 the City Council approved Tentative Tract Map No 32786 for the subdivision of 151 78 acres of residentially zoned land into 386 individual lots (369 single family residential lots and 17 lettered open space lots) It should be noted that through final map preparation the number of lots has been reduced by four (4) for a total of 365 single family residential lots In reviewing this extension request staff analyzed proposed and surrounding amenities available for the use of future residents of the tract and if additional park space or amenities were warranted With the number of proposed single family residential lots proposed staff believes adding parks to the project site is appropriate The applicant agrees and has provided an additional pocket park to the southwest portion of the site (Lot uu approximately 17 500 square feet) It should be noted that a small pocket park was included in the central portion of the project site with the original approval (Lot z approximately 12 500 square feet) Also the project was originally conditioned to provide a Home Owners Association (HOA) therefore creating an entity for maintenance and upkeep Agenda Item No 10 Page 1 of 15 r Public Hearing — Extension of Time for Tentative Tract Map No 32786 December 11 2007 Page 2 of 2 Recommendation 1 Waive further reading and adopt a Resolution approving the request for an Extension of Time for Tentative Tract Map No 32786 for twenty four (24) months or until October 11 2009 Prepared by Kirt A Coury Project Planne Approved by Robert A Brad City Manager �IJ� Attachments 1 Vicinity Map 2 City Council Resolution No 2007 _ approving Extension of Time for Tentative Tract Map No 32786 3 Final Conditions of Approval 4 Full Sized Plan Tentative Tract Map No 32786 Agenda Item No 10 Page 2 of 15 RESOLUTION NO 2007 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE CALIFORNIA APPROVING AN EXTENSION OF TIME FOR TENTATIVE TRACT MAP NO 32786 WHEREAS Centex Homes filed an application with the City of Lake Elsinore requesting approval of an Extension of Time for Tentative Tract Map No 32786 (the Extension ) and WHEREAS, the project site is proposed for the subdivision of 151 78 acres of residentially zoned land into 386 individual lots (369 single family residential lots and 17 lettered open space lots) with associated improvements and WHEREAS the project site is located north of Lakeshore Drive east of Terra Cotta Road and west of Riverside Drive The property is generally located between Collier Avenue and Lakeshore Drive and at the northern end of Country Club Heights area immediately adjacent the current construction and development of Murdock Alberhill Specific Plan (immediately south of Lake Street) and WHEREAS subdivision A of Section 16 24 160 of the Lake Elsinore Municipal Code says that the approval of a tentative map shall expire after twenty four (24) months unless within that period of time a final map has been filed with the County Recorder and WHEREAS pursuant to the California Environmental Quality Act (Cal Pub Res Code §§ 21000 et seq CEQA) and the State Guidelines for Implementation of CEQA (14 C C R §§ 15000 et seq CEQA Guidelines ) public agencies are expressly encouraged to reduce delay and paperwork associated with the implementation of CEQA by using previously prepared environmental documents when those previously prepared documents adequately address the potential impacts of the proposed project (CEQA Guidelines Section 15006) and WHEREAS CEQA Guidelines Section 15162 establishes the standard to be used when determining whether subsequent environmental documentation is necessary and says that when an environmental document has already been adopted for a project no subsequent environmental documentation is needed for subsequent entitlements which comprise the whole of the action unless substantial changes or new information are presented by the project and WHEREAS on October 11 2005 the City Council of the City of Lake Elsinore adopted Mitigated Negative Declaration No 2005 09 and Mitigation Monitoring and Reporting Program (SCH # 2005071134) in accordance with the requirements of the CEQA and the CEQA Guidelines and Agenda Item No 10 Page 4 of 15 CITY COUNCIL RESOLUTION NO 2007 PAGE 2 OF 4 WHEREAS the Extension is found to be in conformance with the originally approved Tentative Tract Map and the Extension does not present new information regarding the potential environmental impacts of development and WHEREAS the City Council has considered evidence presented by the Community Development Department and other interested parties at a public meeting held with respect to this item on December 11 2007 NOW THEREFORE, the City Council of the City of Lake Elsinore California does hereby resolve as follows Section 1 The City Council has considered the proposed Extension of Time and has found it acceptable Section 2 That in accordance with CEQA and the CEQA Guidelines the City Council finds that the Extension of Time conforms with the originally approved map and does not present any new information circumstances or changes to the project that was analyzed under Mitigated Negative Declaration No 2005 09 The Extension of Time does not change density or intensity of use It simply extends the land use entitlement for an additional twenty four (24) months allowing the applicant more time within which to develop the property in accordance with conditions of approval Therefore it is not necessary to conduct any further environmental review for the Project Section 3 That in accordance with Lake Elsinore Municipal Code Section 16 24 the City Council makes the following findings for the approval of the Extension of Time for twenty four (24) months for Tentative Tract Map No 32786 1 The Extension of Time for the subdivision known as Tentative Tract Map No 32786 is consistent with the City s General Plan The proposed development as designed assists in achieving a well balanced and functional mix of land uses The design of the project and density are consistent with the General Plan 2 The effects that this project are likely to have upon the housing needs of the region the public service requirements of its residents and the available fiscal and environmental resources have been considered and balanced a The project is consistent with the City s General Plan During the approval of the Gtys General Plan housing needs public services and fiscal resources were scrutinized to achieve a balance within the City b The project is conditioned to annex into Community Facilities Distnct 2003 01 to offset the annual negative fiscal impacts of the project on public safety operations and maintenance issues in the City Agenda Item No 10 Page 5 of 15 CITY COUNCIL RESOLUTION NO 2007 _ PAGE 3 OF 4 c The project is conditioned to annex into Lighting and Landscape Maintenance District No 1 to offset the annual negative fiscal impacts of the project on public right of way landscaped areas to be maintained by the City and for street lights in the public right of way for which the City will pay for electricity and a maintenance fee to Southern California Edison 3 The design of the proposed division of land or type of improvements is not likely to cause serious public health problems Tentative Tract Map No 32786 is conditioned to comply with all development standards of the Lake Elsinore Municipal Code and the General Plan These standards have been prepared and reviewed to benefit the public health safety and welfare of Lake Elsinore guests and residents 4 The design of the proposed division of land or type of improvements will not conflict with easements acquired by the public at large for access through or use of property within the proposed division of land All known easements or requests for access have been incorporated into Tentative Tract Map No 32786 The map has been circulated to City departments and outside agencies and appropriate conditions of approval have been applied for their approval during construction Section 4 Based upon the evidence presented the above findings and the attached conditions of approval imposed upon the Extension the City Council hereby approves an Extension of Time not to exceed twenty four (24) months for Tentative Tract Map No 32786 Section 5 This Resolution shall take effect from and after the date of its passage and adoption PASSED APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California this 11th day of December 2007 ROBERT E MAGEE MAYOR ATTEST VIVIAN M MUNSON CITY CLERK Agenda Item No 10 Page 6 of 15 CITY COUNCIL RESOLUTION NO 2007 _ PAGE 4 OF 4 APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the City Council of the City of Lake Elsinore California at a regular meeting held on the 11th day of December 2007 and that the same was adopted by the following vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK Agenda Item No 10 Page 7 of 15 CONDITIONS OF APPROVAL FOR EXTENSION OF TIME FOR TENTATIVE TRACT MAP NO 32786 GENERAL 1 The applicant shall defend (with counsel acceptable to the City) indemnify and hold harmless the City its Officials Officers Employees Agents and its Consultants from any claim action or proceeding against the City its Officials Officers Employees or Agents to attach set aside void or annul an approval of the City its advisory agencies appeal boards or legislative body concerning implementation and construction of Tentative Tract Map No 32786 which action is bought within the time period provided for in California Government Code Sections 65009 and /or 66499 37 and Public Resources Code Section 21167 The City will promptly notify the applicant of any such claim action or proceeding against the City and will cooperate fully with the defense TENTATIVE TRACT MAP NO 32786 2 Tentative Tract Map No 32786 will expire two (2) years from date of approval unless within that period of time an appropriate instrument has been filed and recorded with the County Recorder or an extension of time is granted by the City of Lake Elsinore City Council in accordance with the Subdivision Map Act and the LEMC 3 Tentative Tract Map No 32786 shall comply with the State of California Subdivision Map Act and shall comply with all applicable requirements of the Lake Elsinore Municipal Code Title 16 unless modified by approved Conditions of Approval 4 Prior to final certificate of occupancy of Tentative Tract Map No 32786 the improvements specified herein and approved by the Planning Commission and the City Council shall be installed or agreements for said improvements shall be submitted to the City for approval by the City Engineer and all other stated conditions shall be complied with All uncompleted improvements must be bonded for as part of the agreements 5 The applicant shall comply with all the mitigations contained and identified in the Mitigated Negative Declaration No 2005 09 6 All lots shall comply with minimum standards contained in the LEMC 7 A precise survey with closures for boundaries and all lots shall be provided per the LEMC 8 The applicant shall comply with all conditions of the Riverside County Fire Department 9 The applicant shall meet all requirements of Elsinore Valley Municipal Water District (EVMWD) Agenda Item No 10 Page 8 of 15 Conditions of Approval Page 2 of 8 Extension of Time for Tentative Tract Map No 32786 10 All future structural development associated with this map shall require separate Design Review approval 11 Prior to issuance of any grading permit and /or building permit the applicant shall sign and complete an Acknowledgment of Conditions and shall return the executed original to the Community Development Department 12 The applicant shall comply with the following City programs the City Source Reduction and Recycling Element and Household Hazardous Waste Element the County Solid Waste Management Plan and Integrated Waste Management Plan 13 Prior to issuance of budding permit the applicant shall submit a letter of verification (will serve letter) to the City Engineer for all required utility services 14 The applicant shall pay applicable fees and obtain proper clearance from the Lake Elsinore Unified School District (LEUSD) prior to issuance of building permits 15 The Multiple Species Habitat Conservation Fee (MSHCP) will be due upon issuance of each building permit 16 The applicant shall pay all applicable fees including park fees 17 The applicant shall meet all requirements of the providing electric utility company 18 The applicant shall meet all requirements of the providing gas utility company 19 The applicant shall meet all requirements of the providing telephone utility company 20 A bond is required guaranteeing the removal of all traders used during construction 21 All signage shall be subject to Planning Division review and approval prior to installation 22 The City s Noise Ordinance shall be met during all site preparation activity Construction shall not commence before 7 00 AM and cease at 5 00 PM Monday through Friday Construction activity shall not take place on Saturday Sunday or any Legal Holidays ENGINEERING 23 A grading plan signed and stamped by a Calif Registered Civil Engineer shall be required if the grading exceeds 50 cubic yards or the existing flow pattern is substantially modified as determined by the City Engineer 24 Prior to commencement of grading operations applicant to provide to the City with a map of all proposed haul routes to be used for movement of export material Such Agenda Item No 10 Page 9 of 15 Conditions of Approval Page 3 of 8 Extension of Time for Tentative Tract Map No 32786 routes shall be subject to the review and approval of the City Engineer 25 All grading shall be done under the supervision of a geotechnical engineer and he shall certify all slopes steeper than 2 to 1 for stability and proper erosion control All manufactured slopes greater than 30 ft in height shall be contoured 26 The applicant shall adhere to the Conditions of Approval from the City Traffic Engineer dated September 14 2005 The conditions are included in the Prior to Occupancy portion of the Conditions of Approval 27 Tract Phasing Plan shall be approved by the City Engineer Bond public improvements for each Phase as approved by the City Engineer 28 An Encroachment Permit shall be obtained prior to any work on City right of way 29 All utilities except electrical over 12 KV shall be placed underground as approved by the serving utility Arrangements for relocation of utility company facilities (power poles vaults etc ) out of the roadway or alley shall be the responsibility of the property owner or his agent 30 Underground water rights shall be dedicated to the City pursuant to the provisions of Section 16 52 030 (LEMC) and consistent with the City s agreement with the Elsinore Valley Municipal Water District 31 The applicant shall install permanent bench marks to Riverside County Standards and at a location to be determined by City Engineer 32 Provide fire protection facilities as required in writing by Riverside County Fire Developer shall provide an approved open space conservation easement for the tracts open space with a fuel modification zone for a fire break to be maintained by a homeowners association 33 Open space lots adjacent to residential lots shall have areas designated as fuel modification zones for a firebreak to be maintained by a homeowner's association 34 Applicant shall pay all applicable development fees including but not all inclusive TUMF MSHCP TIF and area drainage fees 35 10 year storm runoff shall be contained within the curb and the 100 year storm runoff shall be contained within the street right of way When either of these criteria are exceeded drainage facilities shall be provided 36 Applicant shall protect all downstream properties from damages caused by alteration of the drainage patterns i e concentrations or diversion of flow Protection shall be provided by constructing adequate drainage facilities including enlarging existing facilities Agenda Item No 10 Page 10 of 15 Conditions of Approval Page 4 of 8 Extension of Time for Tentative Tract Map No 32786 and/or by securing a drainage easement A maintenance mechanism shall be in place for any private drainage facilities constructed on site or off site Any grading or drainage onto private off site or adjacent property shall require a written permission to grade and /or a permission to drain letter from the affected landowner 37 All drainage facilities in this tract shall be constructed to Riverside County Flood Control District Standards An access road for maintenance to detention /water quality basins shall be provided 38 All compaction reports grade certifications monument certifications (with tie notes delineated on 8 '/2 x 11 Mylar) shall be submitted to the Engineering Division before final inspection of public works improvements will be scheduled and approved 39 A precise survey with closures for boundaries and all lots shall be provided per the LEMC 40 Street improvements including street lighting traffic signals and traffic signing and striping shall be required as part of this project The improvements shall be prepared by a registered civil engineer and shall meet city and /or riverside county standards 41 Street lighting and landscaping on public right of way shall be maintained by a maintenance assessment district or a homeowner's association 42 All open space and slopes except for public parks and schools and flood control district facilities outside the public right of way will be owned and maintained by either a home owners association or private property owner An access road for maintenance shall be provided 43 All waste material debris vegetation and other rubbish generated during cleaning demolition clear and grubbing or other phases of the construction shall be disposed of at appropriate recycling centers The applicant should contract with CR &R Inc for recycling and storage container services but the applicant may use the services of another recycling vendor Another recycling vendor other than CR &R Inc cannot charge the applicant for bin rental or solid waste disposal If the applicant is not using CR &R Inc for recycling services and the recycling material is either sold or donated to another vendor the applicant shall supply proof of debris disposal at a recycling center including verification of tonnage by certified weigh master tickets 44 In accordance with the City s Franchise Agreement for waste disposal & recycling the applicant shall be required to contract with CR &R Inc for removal and disposal of all waste material debris vegetation and other rubbish generated during cleaning demolition clear and grubbing or all other phases of construction 45 Protect palm trees in place or contact the Community Services of City of Lake Elsinore for Palm Tree Preservation Program LEMC 5 78 Ordinance 1044 Agenda Item No 10 Page 11 of 15 Conditions of Approval Page 5 of 8 Extension of Time for Tentative Tract Map No 32786 46 On site drainage shall be conveyed to a public facility accepted by adjacent property owners by a letter of drainage acceptance or conveyed to a drainage easement 47 All natural drainage traversing the site shall be conveyed through the site or shall be collected and conveyed by a method approved by the City Engineer 48 Roof drains shall not be allowed to outlet directly through coring in the street curb 49 Roofs should drain to a landscaped area 50 Applicant shall comply with all NPDES requirements in effect including the submittal of an Water Quality Management Plan (WQMP) as required per the Santa Ana Regional Water Quality Control Board 51 Education guidelines and Best Management Practices (BMP) shall be provided to residents of the development in the use of herbicides pesticides fertilizers as well as other environmental awareness education materials on good housekeeping practices that contribute to protection of storm water quality in the Riverside county NPDES Drainage Area Management Plan Prior to Approval of Final Map unless other timing is indicated the subdivider shall complete the following or have plans submitted and approved agreements executed and securities posted 52 Applicant shall record C C & R s for maintenance of slopes drainage facilities and street lighting within the project The C C & R s shall be approved by the Planning Director prior to recordation of final map 53 Applicant shall enter into an agreement with the City for the construction of public works improvements and shall post the appropriate bonds prior to final map approval 54 Applicant shall obtain all necessary off site easements for off site grading from the adjacent property owners prior to final map approval 55 All Public Works requirements shall be complied with as a condition of development as specified in the Lake Elsinore Municipal Code (LEMC) prior to final map approval 56 Make an offer of dedication for all public streets and easements required by these conditions or shown on the Tentative Map All land so offered shall be granted to the City free and clear of all liens and encumbrances and without cost to the city 57 Some of the improvements shown on the Map and /or required by these conditions are located off site on property which neither the City nor the subdivider may have no title or Agenda Item No 10 Page 12 of 15 Conditions of Approval Page 6 of 8 Extension of Time for Tentative Tract Map No 32786 interest to permit the improvements to be made without acquisition of title or interest The suhdivider shall oav all costs for acouisition of title or interest 58 A Calif Registered Civil Engineer shall prepare street and drainage improvement plans and specifications Improvements shall be designed and constructed to Riverside County Road Department Standards latest edition and City Codes (LEMC 12 04 and 16 34) Street improvement plans shall show existing and future profiles at centerline of street at top of curb and at centerline of the alley The profiles and contours will extend to 50 beyond the property limits 59 Interior streets shall be dedicated and improved to public residential street standards (40 /60 ) or as shown in the map 60 Construct half width street improvements on Stoddard Street Dryden Street Dolbeer Street Terra Cotta Road and Lakeshore Drive along project frontage The improvements shall include ac pavement curb and gutter sidewalk street lighting signing and striping and necessary drainage improvements 61 Construct half street improvements on Hoff Avenue along project frontage and as shown on the map 62 Construct a 24 temporary ac paved road that connects Hoff Avenue to extension of Terra Cotta Road 63 Construct 24 temporary ac pavement on Stoddard Street from Stevens Street 64 Traffic Signing and Striping plans shall be required with the street improvement plans Signing and striping shall be installed in accordance with the plans approved by the City Traffic Engineer 65 Street abandonment shall be processed and approved as part of final Prior to Issuance of a Grading Permit 66 Submit grading plans with appropriate security Hydrology and Hydraulic Reports prepared by a Registered Civil Engineer for approval by the City Engineer Developer shall mitigate any flooding and /or erosion downstream caused by development of the site and /or diversion of drainage 67 Provide sods geology and seismic report including street design recommendations Provide final sods report showing compliance with recommendations 68 An Alquis Priolo study shall be performed on the site to identify any hidden earthquake faults and /or liquefaction zones present on site Agenda Item No 10 Page 13 of 15 Conditions of Approval Page 7 of 8 Extension of Time for Tentative Tract Map No 32786 69 The applicant shall obtain all necessary off site easements for off site grading and /or drainage acceptance from the adjacent property owners prior to grading permit issuance 70 Applicant to provide erosion control measures as part of their grading plan The applicant shall contribute to protection of storm water quality and meet the goals of the BMP in Supplement A in the Riverside County NPDES Drainage Area Management Plan 71 Applicant shall provide the city with proof of his having filed a Notice of Intent with the Regional Water Quality Control Board for the National Pollutant Discharge Elimination System ( NPDES) program with a storm water pollution prevention plan prior to issuance of grading permits The applicant shall provide a SWPPP for post construction which describes BMP s that will be implemented for the development and including maintenance responsibilities Prior to Issuance of Budding Permit 72 All Public Works requirements shall be complied with as a condition of development as specified in the Lake Elsinore Municipal Code (LEMC) prior to budding permit 73 Submit a Will Serve letter to the City Engineering Division from the applicable water agency stating that water and sewer arrangements have been made for this project and specify the technical data for the water service at the location such as water Pressure and volume etc Submit this letter prior to applying for a building permit 74 If the project is within the FEMA 100 yr floodplain the applicant must submit a Conditional Letter of Map Revision (CLOMR) to FEMA prior to issuance of budding permits A Letter of Map Revision (LOMR) must be approved from FEMA prior to occupancy 75 Pay all Capital Improvement Mitigation and Plan Check fees (LEMC 16 34) Prior to Occupancy 76 Pay all fees and meet requirements of an encroachment permit issued by the Engineering Division for construction of off site public works improvements (LEMC12 08 Res 83 78) 77 Prior to final certificate of occupancy of the Tentative Tract Map the improvements specified herein and approved by the Planning Commission and the City Council shall be installed or agreements for said improvements shall be submitted to the City for approval by the City Engineer and all other stated conditions shall be complied with All uncompleted improvements must be bonded for as part of the agreements 78 All compaction reports grade certifications monument certifications (with tie notes Agenda Item No 10 Page 14 of 15 Conditions of Approval Page 8 of 8 Extension of Time for Tentative Tract Map No 32786 delineated on 8 1/2 x 11 Mylar) shall be submitted to the Engineering Division before final inspection of off site improvements will be scheduled and approved 79 If applicable the applicant to provide FEMA elevation certificates prior to certificate of occupancies 80 All public improvements shall be completed in accordance with the approved plans to the satisfaction of the City Engineer 81 All traffic signing and striping shall be completed in accordance with the approved plans to the satisfaction of the City Traffic Engineer 82 Water and sewer improvements shall be completed in accordance with Water District requirements 83 This project is subject to the following traffic conditions of approval by the City Traffic Engineer • By the 100th Certificate of Occupancy (C of O) construct Terra Cotta Road from the projects north boundary to Nichols Road and construct Nichols Road from Terra Cotta Road to the existing pavement section west of Collier Avenue These roads shall be designed to general plan circulation alignment and standards and shall be paved with a travel lane in each direction • By the 100th C of O a traffic signal shall be constructed and operational at the intersection of Nichols Road and Collier Avenue • By the 300th C of O traffic signals shall be constructed and operational at the 1 15 freeway northbound ramp and southbound ramp intersections at Nichols Road • If Terra Cotta Road and Nichols Road cannot be constructed as defined in the first item described above by the 100th C of O a traffic signal shall be constructed and operational at the intersection of Lake Street and Temescal Canyon Road by the 100th C of O • If Terra Cotta Road and Nichols Road cannot be constructed as defined in the first item described above by the 100th C of O traffic signals shall be designed constructed and operational at the intersections of Lake Street and the 1 15 freeway southbound and northbound ramps by the 200th C of O if the above referenced Terra Cotta Road and Nichols Road segments are not constructed by the 200th C of O • By the 50th C of O the intersection of Terra Cotta Road and Lakeshore Drive shall be fully improved and signalized This intersection will require special design as determined by the City Engineer • By the 250th C of O the intersection of Dryden Street and Lakeshore Drive shall be fully improved and signalized Agenda Item No 10 Page 15 of 15 CITY 2L T LADE FL'7LSIROKE DREAM EXTREME. REPORT TO CITY COUNCIL REPORT TO REDEVELOPMENT AGENCY TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL HONORABLE CHAIRMAN AND MEMBERS OF THE REDEVELOPMENT AGENCY FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT RESIDENTIAL DESIGN REVIEW NO 2007 13 FOR FAClADE IMPROVEMENTS TO AN EXISTING APARTMENT BUILDING LOCATED AT 16465 JOY ST (APN 379 132 009) Background At a regularly scheduled meeting on December 4 2007 the Planning Commission adopted Resolution No 2007 209 making its recommendation to the City Council for the approval of Residential Design Review No 2007 13 It is important to note that the project is located within Redevelopment Area No 2 Discussion Planning staff presented the proposed project to the Planning Commission indicating that the developers were requesting the following entitlements A Residential Design Review for fagade improvements to an existing apartment building The Planning Commission had no other issues or objections with the proposed fagade improvements and determined that the project would result in a significant improvement for the general area Agenda Item No 11 Page 1 of 13 Residential Design review No 2007 13 December 11 2007 Page 2 of 2 Fiscal Impact There are no direct fiscal impacts anticipated with the approval of Residential Design Review No 2007 13 However the indirect impacts that the project may have are increased rental value property value increases of the subject property as well as adjacent properties due to the aesthetic enhancements to the neighborhood Recommendations 1 Waive further reading and adopt a resolution approving Residential Design Review No 2007 13 Staff recommends that the Redevelopment Agency Concur with City Council adoption of the Resolutions listed above Prepared by Joseph Bitter f Planning Inter Approved by Robert A Brad j City Manager f� Attachments 1 Vicinity Map 2 City Council Resolutions 3 City Council Conditions of Approval 4 Planning Commission Staff Report 5 Site Plan (Exhibit) 6 Budding Elevations (Exhibit) 7 Material Color Board (Exhibit) 8 Color Elevation Reductions (Exhibits) Agenda Item No 11 Page 2 of 13 VICINITY MAP R 2007 -13 RESIDENTIAL DESIGN REVIEW FOR FACADE IMPROVEMENTS / T Ocl) /O�v APN 379 - 132 -009 AV , \ \ CITY COUNCIL Agenda Item No 11 Page 3 of 13 RESOLUTION NO 2007 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE CALIFORNIA, APPROVING RESIDENTIAL DESIGN REVIEW NO 2007 13 WHEREAS Bryan Robinson of Bryan Robinson Construction filed an application with the City of Lake Elsinore requesting approval of Residential Design Review No 2007 13 for facade improvements to a thirty two (32) unit multiple family residential apartment budding with related improvements located at 16465 Joy Street APN 379 132 009 (the Project ) and WHEREAS the City Council of the City of Lake Elsinore has been delegated with the responsibility of approving residential design review applications and WHEREAS on December 11 2007 at a duly noticed public hearing the City Council considered evidence presented by the Community Development Department and other interested parties with respect to this item NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES HEREBY RESOLVE DETERMINE AND ORDER AS FOLLOWS SECTION 1 The City Council has considered the Residential Design Review prior to making a decision to approve the application The City Council finds that the Residential Design Review satisfies all requirements set forth in Chapter 17 82 of the Lake Elsinore Municipal Code SECTION 2 The City Council hereby finds and determines that the Project is categorically exempt from the California Environmental Quality Act (Public Resources Code Sections 21000 et seq CEQA ) and the Guidelines for Implementation of CEQA (14 California Code of Regulations Sections 15000 et seq CEQA Guidelines ) pursuant to a Class 1 categorical exemption for Existing Facilities Specifically the City Council finds that the Project 1 Is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations as set forth herein below 2 The project will not involve any expansion of the existing structure or the existing use 3 Approval of the Project will not result in any significant effects relating to traffic noise air quality or water quality 4 The Project Site can be adequately served by all required utilities and public services Agenda Item No 11 Page 4 of 13 CITY COUNCIL RESOLUTION NO 2007 —_ PAGE 2 OF 3 SECTION 3 That in accordance with State Planning and Zoning Law and the Lake Elsinore Municipal Code the City Council makes the following findings for the approval of Residential Design Review 2007 13 1 The Project as approved will comply with the goals and objectives of the General Plan Specific Plan and the Zoning District in which the Project is located The Project complies with the goals and objectives of the General Plan because it will assist in achieving the development of a well balanced and functional mix of residential commercial industrial open space recreational and institutional land uses The Project will serve to greater diversify and expand Lake Elsinore s housing base 2 The Project complies with the design directives contained in the General Plan Urban Design Element and all other applicable provisions of the Lake Elsinore Municipal Code The Project will compliment the quality of existing development and will create a visually pleasing non - detractive relationship between the proposed development and existing projects through the use of architectural design that is similar to existing buildings in the surrounding area A variety of materials and colors are proposed including architectural stone accents and earth tone colors that blend with surrounding developments and provide evidence of a concern for quality and originality 3 Subject to the attached conditions of approval the Project is not anticipated to result in any significant adverse environmental impacts The Project was reviewed and conditioned by all applicable City departments to ensure that the multiple family residential facility blends into existing development creates the least amount of disturbance and does not negatively impact the residents or businesses of Lake Elsinore The Project will not have a significant effect on the environment 4 Conditions and safeguards pursuant to Chapter 17 82 070 of the Zoning Code including guarantees and evidence of compliance with conditions have been incorporated into the approval of the Project to ensure development of the property in accordance with the objectives of Chapter 17 82 Pursuant to Section 17 82 070 of the Lake Elsinore Municipal Code the Project has been scheduled for consideration and approval of the Planning Commission on December 4 2007 SECTION 4 Based upon all of the evidence presented the above findings and the conditions of approval imposed upon the Project the City Council hereby approves Residential Design Review 2007 13 Agenda Item No 11 Page 5 of 13 CITY COUNCIL RESOLUTION NO 2007 —_ PAGE 3OF3 SECTION 5 This Resolution shall take effect from and after the date of its passage and adoption PASSED, APPROVED AND ADOPTED this 11th day of December 2007 by the following vote ROBERT E MAGEE MAYOR CITY OF LAKE ELSINORE ATTEST VIVIAN MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the City Council of the City of Lake Elsinore at a regular meeting held on the 11th day of December 2007 and that the same was adopted by the following vote AYES NOES ABSTAIN ABSENT VIVIAN M MUNSON CITY CLERK Agenda Item No 11 Page 6 of 13 CITY OF LAKE ELSINORE CONDITIONS OF APPROVAL PROJECT NAME RESIDENTIAL DESIGN REVIEW NO 2007 13 FOR THE FACADE IMPROVEMENTS OF A 32 UNIT APARTMENT BUILDING LOCATED AT 16465 JOY STREET (APN 379 132 009) PLANNING General Conditions 1 The Applicant shall defend (with counsel acceptable to the City) indemnify and hold harmless the City its Officials Officers Employees and Agents from any claim action or proceeding against the City its Officials Officers Employees or Agents to attach set aside void or annul an approval of the City its advisory agencies appeal boards or legislative body concerning the Residential Design Review No 2007 13 and any related determinations 2 The applicant shall place a weatherproof 3 x 3 sign at the entrance to the project site identifying the approved days and hours of construction activity (see condition no 3) and a statement that complaints regarding the operation can be lodged with the City of Lake Elsinore Code Enforcement Division at (951) 674 3124 The sign shall be installed prior to the issuance of a grading permit 3 The Applicant shall comply with the City s Noise Ordinance Construction activity shall be limited to the hours of 7 00 AM to 5 00 PM Monday through Friday and no construction activity shall occur on Saturdays Sundays or legal holidays 4 All Conditions of Approval shall be reproduced upon page one of budding plans submitted to the Budding and Safety Division for Plan Check 5 Prior to issuance of any grading or budding permits the applicant shall sign and complete an Acknowledgement of Conditions and shall return the executed original to the Community Development Department for inclusion in the case records 6 The Applicant shall comply with the City of Lake Elsinore s Budding Department requirements in regard to the demolition of the exterior budding materials 7 Any onsite construction traders shall be approved by the Director of Community Development or Designee A cash bond of $1000 00 shall be required for any construction traders placed on the site and used during construction Bonds will be released after removal of traders and restoration of the site to an acceptable state subject to the approval of the Director of Community Development or designee Agenda Item No 11 Page 7 of 13 8 The applicant shall comply with all applicable City codes and ordinances Residential Design Review No 2007 13 9 Approval for Residential Design Review No 2007 13 will lapse and be void unless budding permits are issued within one (1) year following the date of approval 10 Any alteration or expansion of a project for which there has been a Design Review approval as well as all applications for modification or other change in the conditions of approval of a Design Review shall be reviewed according to the provisions of Chapter 17 82 in a similar manner as a new application 11 All site improvements approved with this request shall be constructed as indicated on the approved site plan and elevations Revisions to approved site plans or building elevations shall be subject to the review of the Director of Community Development 12 Plan Check shall conform to the submitted plans as modified by Conditions of Approval or by the Planning Commission and /or City Council through subsequent actions 13 All roof mounted or ground support air conditioning units or other mechanical equipment incidental to development shall be architecturally screened or shielded by landscaping so that they are not visible from neighboring property or public streets Any material covering the roof equipment shall match the primary wall color as well as represent the chosen architectural style 14 All exterior on site lighting shall be shielded and directed on site so as not to create glare onto neighboring property and streets All light fixtures shall compliment the architectural style of the budding and shall be reviewed and approved by the Director of Community Development or Designee 15 All trash enclosures shall be constructed and /or modified per City standards as approved by the Director of Community Development or Designee prior to final inspection The trash enclosures shall match the new fagade improvements in both color and material A solid cover shall be incorporated into the design of all trash enclosures exposed to rain water 16 No exterior roof ladders shall be permitted If there are existing exterior roof ladders the ladders shall be painted to match the new budding color 17 All exterior downspouts shall match the new color of the exterior of the budding Agenda Item No 11 Page 8 of 13 18 Materials and colors depicted on the plans and materials board shall be used unless modified by the Director of Community Development or Designee The colors and materials include the following • Stucco Wall San Simeon X 34 (Base 200) • Stucco Wall Chablis X 12 (Basel 00) • Stone Veneer Cultured Stone Window Surrounds S48 Foam Shape • Patio Wall Trim First Floor S55 Foam Shape • Patio Wall Trim Second Floor S52 Foam Shape Prior to Issuance of Budding 19 Prior to the issuance of a budding permit the applicant shall provide assurances to staff that all applicable fees have been met 20 Prior to issuance of budding permits the applicant shall provide evidence that all Riverside County Fire Department standards and requirements have been complied with Agenda Item No 11 Page 9 of 13 CITY OF LAKE ELSINORE REPORT TO PLANNING COMMISSION TO CHAIRMAN AND MEMBERS OF THE PLANNING COMMISSION FROM ROLFE M PREISENDANZ, DIRECTOR OF COMMUNITY DEVELOPMENT DATE DECEMBER 4, 2007 PREPARED BY JOE BITTEROLF, PLANNING INTERN PROJECT TITLE RESIDENTIAL DESIGN REVIEW NO R2007 13, FOR FAtfADE IMPROVEMENTS TO AN EXISTING APARTMENT BUILDING LOCATED AT 16465 JOY ST (APN 379 132 009) APPLICANT BRYAN ROBINSON, 1619 CALLE MIRADERO, SAN DIMAS, CA 91773 OWNER IRENE HENSEC, 1619 W GARVEY AVE WEST COVINA CA 91790 PROJECT REQUESTS The applicant is requesting Design Review consideration for fagade improvements to a 32 unit apartment budding located at 16465 Joy St (APN 379 132 009) Review is pursuant to Chapter 17 82 (Design Review) of the LEMC BACKGROUND The property owner is proposing general fagade improvements to an existing apartment building in order to enhance the front elevation which would include the repair of deteriorating exterior materials of the budding The owner is also installing new windows in order to make the budding more energy efficient During the DRC meeting on November 15 2007 Staff had recommended to the applicant that better screening of the second floor private open space (i a balcony) should be utilized Staff determined that an additional screen wall would serve as both screening for the private outdoor area as well as an architectural enhancement along the public right of way The applicant has complied with staffs recommendation and provided a patio wall for the second story balconies on the front elevation The applicant has chosen to stucco the wall and use a stuccoed foam trim as an accent to enhance the elevation which is visible from Joy Street Agenda Item No 11 Page 10 of 13 REPORT TO PLANNING COMMISSION DECEMBER 4, 2007 PROJECT TITLE RESIDENTIAL DESIGN REVIEW NO 2007 13 LOCATED AT 16465 JOY ST (APN 379 132 009) PROJECT LOCATION The 1 17 net acre project site is located on the south side of Joy Street west of Riverside Dr (APN 379 132 009) ENVIRONMENTAL SETTING PROJECT DESCRIPTION(S) The project site has a Medium High Density Residential (MHD) Land Use Designation and is zoned High Density Residential (R3) which allows for multiple family dwellings as a permitted use subject to the acquisition of Residential Design Review approval Since the Design Review is for fagade improvements only the review is only in regard to the exterior improvements of the buildings material and color Sitin Since the existing budding will not be modified except for the exterior materials there is no additional square footage proposed Additionally there are no proposed modifications to the existing carports at this time Agenda Item No 11 Page 11 of 13 EXISTING ZONING GENERAL PLAN LAND USE Project Site 32 Unit Apartment R3, High Density Medium High Building Residential Density Residential (MHD) North R3 High Density Medium High Residential Residential Density Residential MHD South Residential R1 Single Family Medium High Residential Density Residential MHD East Residential R3 High Density Medium High Residential Density Residential MHD West Existing Church R3, High Density Medium High Residential Density Residential MHD PROJECT DESCRIPTION(S) The project site has a Medium High Density Residential (MHD) Land Use Designation and is zoned High Density Residential (R3) which allows for multiple family dwellings as a permitted use subject to the acquisition of Residential Design Review approval Since the Design Review is for fagade improvements only the review is only in regard to the exterior improvements of the buildings material and color Sitin Since the existing budding will not be modified except for the exterior materials there is no additional square footage proposed Additionally there are no proposed modifications to the existing carports at this time Agenda Item No 11 Page 11 of 13 REPORT TO PLANNING COMMISSION DECEMBER 4 2007 PROJECT TITLE RESIDENTIAL DESIGN REVIEW NO 2007 13 LOCATED AT 16465 JOY ST (APN 379 132 -009) Circulation and Parking Space Layout Since no additional square footage is being proposed the circulation and parking area will not be modified for this project The existing carports and the circulation on site will remain as is Architecture Special attention has been given to the front elevation Architectural elements include decorative window surrounds stucco and decorative stone veneer on the patio walls of the front elevation Landscapmp The applicant is not proposing any modifications to the existing landscaping Color and Matenals The applicant is proposing a color scheme of neutral earth tones There will be three (3) different colors used on the front elevation of the building along with new decorative window surrounds stucco patio walls on the second floor and a stone element on the first floor patio walls ANALYSIS Siting The proposed facade modifications to the budding will not impact the setbacks or lot coverage and therefore no further analysis of the siting is required Circulation and Parking Space Lavout The proposed changes to the budding will not add any square footage Therefore there is no further review of the circulation and parking space layout required Architecture The architectural design of the apartment buildings meets the minimum requirements set forth within Chapter 17 82 (Design Guidelines) of L E M C Additionally the improvements to the architecture of the budding have been designed to achieve compatibility with the surrounding residential neighborhoods Landscaping Agenda Item No 11 Page 12 of 13 REPORT TO PLANNING COMMISSION DECEMBER 4, 2007 PROJECT TITLE RESIDENTIAL DESIGN REVIEW NO 2007 13 LOCATED AT 16465 JOY ST (APN 379 132 -009) The existing landscaping is mature and is maintained in a fashion that does not constitute further enhancement at this time The existing landscaping meets the landscape requirements set forth by the landscape guidelines set by the City Color and Materials The color and materials proposed for this project meets the intent of the General Plan in that the colors and materials proposed will serve to enhance the architectural effects Additionally the colors and materials proposed will assist in blending the architecture into the existing landscape and surrounding buildings ENVIRONMENTAL DETERMINATION Pursuant to the California Environmental Quality Act (CEQA) staff has determined that the proposed project is categorically exempt per CEQA Section 21084 and CEQA Guidelines Section 15301 Therefore no additional environmental clearance is necessary for the project RECOMMENDATIONS It is recommended that the Planning Commission adopt Resolution No 2007 _ recommending that the City Council approve Residential Design Review No 2007 13 based on the Findings Attachments and the proposed Conditions of Approval PREPARED BY JOSEPH BITTEROLF, PLANNING INTERN APPROVED BY ROLFE M PREISENDANZ, DIRECTOR OF COMMUNITY DEVELOPMENT ATTACHMENTS 1 VICINITY MAP 2 PLANNING COMMISSION RESOLUTIONS CONDITIONS OF APPROVAL 4 NOTICE OF EXEMPTION 5 EXHIBITS • SITE PLAN • BUILDING ELEVATIONS • MATERIAL COLOR BOARD Agenda Item No 11 Page 13 of 13 CITY OF LADE 9, l DREAM EXTREME- REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11 2007 SUBJECT SECOND READING — ADOPTION OF ORDINANCE NO 1238 AMENDING SECTION 9 96 140 OF THE LAKE ELSINORE MUNICIPAL CODE REGARDING USE OF HYDROPLANE VESSEL Discussion Ordinance No 1238 was introduced at a regular City Council meeting on November 27 2007 and is now being presented for second reading and adoption Recommendation Waive further reading and adopt Ordinance No 1238 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE CALIFORNIA AMENDING SECTION 9 96 140 OF THE LAKE ELSINORE MUNICIPAL CODE REGARDING USE OF HYDROPLANE VESSEL Prepared by Vivian M Munso� City Clerk Approved by Robert A Brady City Manager Agenda Item No 12 Page 1 of 3 ORDINANCE NO 1238 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, AMENDING SECTION 9 96 140 OF THE LAKE ELSINORE MUNCIPAL CODE REGARDING USE OF HYDROPLANE VESSELS WHEREAS, the City desires to provide various recreational uses on the waters of Lake Elsinore and WHEREAS, such divergent recreational uses may present inherent safety issues requiring the City to regulate the time and place of such uses so that all recreational uses have a reasonable opportunity to enjoy the benefits of the Lake in a safe manner and WHEREAS the City seeks to regulate certain high speed vessels in order to insure that appropriate safety precautions are implemented and safety personnel are readily available when these vessels are using the Lake and WHEREAS, the City Council wishes to amend Section 9 96 140 of the Lake Elsinore Municipal Code NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS SECTION 1 That Section 9 96 140 of the Lake Elsinore Municipal Code shall be amended to add subpart G as follows G No person shall operate a hydroplane vessel on Lake Elsinore unless authorized pursuant to a special event permit as provided in Chapter 5 73 For purposes of this subpart G a hydroplane vessel means a motorboat that has been designed to rise out of the water and skim along the surface when the vessel is traveling at high speeds SECTION 2 SEVERABILITY If any provision clause sentence or paragraph of this Ordinance or the application thereof to any person or circumstance shall be held invalid such invalidity shall not affect the other provisions of this Ordinance and are hereby declared to be severable SECTION 3 EFFECTIVE DATE This Ordinance shall take effect thirty (30) days after the date of its final passage The City Clerk shall certify as to adoption of this Ordinance and cause this Ordinance to be published and posted in the manner required by law 1 Agenda Item No 12 Page 2 of 3 PASSED APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California on this 11th day of December 2007 upon the following roll call vote ROBERT E MAGEE MAYOR ATTEST VIVIAN M MUNSON CITY CLERK APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY STATE OF CALIFORNIA COUNTY OF RIVERSIDE )ss CITY OF LAKE ELSINORE I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that the foregoing Ordinance No 1238 was introduced at a regular meeting of the City Council of the City of Lake Elsinore on the 27th day of November 2007 and was finally passed at a regular meeting of the City Council of the City of Lake Elsinore held on the 11th day of December 2007 by the following roll call vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK 2 Agenda Item No 12 Page 3 of 3 CITY OF LADE t LSIAORE DREAM EXTREME,. REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT 2008 2009 CDBG ALLOCATION Background Each year the City of Lake Elsinore receives an allocation of Community Development Block Grant (CDBG) funds through the Economic Development Agency of Riverside County These allocations are based on population and are designed for assistance to low and moderate income residents Based on an approximate $250 000 allocation of CDBG funds the City would be able to allocate $37 500 (15 %) towards public service programs with a balance of $212 500 for funding of public facility projects Staff is recommending renovation of the Lake Community Center demolish the existing restroom at Machado Park and replace with an ADA compliant prefabricated restroom facility and support Code Enforcement s Dangerous Structures and Nuisance Abatement projects To qualify for funding eligible projects must largely benefit low and moderate income persons eliminate slums or blight or meet a need having a particular urgency A recent requirement set forth by the County is the $10 000 minimum request This is due to the high cost to administer the contracts Requests for less will not be approved by the County unless cumulatively the amount totals at least $10 000 from multiple jurisdictions Discussion For the Fiscal Year 2008 2009 funding program the City is anticipating to receive $250 000 At the filing deadline of November 12 2007 the City had received five (5) applications totaling $95 000 For the 2007 2008 CDBG program year Alternatives to Domestic Violence was allocated $5 000 The organization has not submitted a 2008 2009 application to the City and after several attempts to contact ADV no response has been given to date Agenda Item No 13 Page 1 of 117 2008 2009 CDBG Allocation December 11 2007 Page 2 Agencies requesting funds are The Boys and Girls Club of Southwest County — Alberhill Ranch Clubhouse ($30 000) for Before and After School Care H O P E ($25 000) for support of their food program Michelle s Place ($20 000) a Breast Cancer Resource Center providing awareness and support/medical services to women in need Senior Citizen Service Center of the Temecula Rancho Area ($10 000) for their food program and Assistance League of Temecula Valley ($10 000) for Operation School Bell who provide clothing for children The City projects requesting funds are The Lake Community Center ($57 500) for renovations Machado Park ($80 000) restroom project and Code Enforcement Structures Abatement ($50 000) and Nuisance Abatement ($25 000) PUBLIC FACILITY PROJECTS REQUESTED SUGGESTED 2007 2008 City of Lake Elsinore Lake Community Center Renov $ 57 500 $ 57 500 $ 0 Subtotal $137500 $ 137 500 PUBLIC SERVICE PROGRAMS The Boys and Girls Club — The Learning Connection Before and After School Care $ 30 000 $ 18 750 $ 12 744 HOPE Food Program $ 25 000 $ 18 750 $ 17 744 Michelle s Place Program Support $ 20 000 $ 0 $ 0 Senior Center of Temecula Rancho Food Program $ 10 000 $ 0 $ 0 Assistance League of Temecula Valley — Operation School Bell Clothing Program $ 10,000 $ 0 $ 0 Subtotal $ 95 000 $ 37 500 CODE ENFORCEMENT City of Lake Elsinore Dangerous Structure Abatement $ 50 000 $ 50 000 $ 75 000 Nuisance Abatement $ 25.000 $ 25.000 $ 0 Subtotal $ 75 000 $ 75 000 TOTAL $307500 $250000 Agenda Item No 13 Page 2 of 117 2008 2009 CDBG Allocation December 11 2007 Page 3 Fiscal lmPact The City of Lake Elsinore s CDBG allocation is anticipated at $250 000 for the 34`h Year These funds will be available July 1 2008 Staff would recommend that any additional public facility funds available be allocated to the Lake Community Center Renovation Project There is no fiscal impact to the general fund resulting from the allocation of CDBG funds Recommendations 1 Adopt the 34th Year Community Development Block Grant (CDBG) Program for Fiscal Year 2008 2009 2 Approve submittal of the City s program to the County of Riverside Prepared by Claudia Davis 1� Parks and Recreation Analyst Approved by Ray Gonzales iv Director of Parks and Recreation Approved by Robert A Brady ��/j City Manager RRii'' Agenda Item No 13 Page 3 of 117 COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM GENERAL INFORMATION Applying Entity or Agency City of Lake Elsinore Location 130 S. Main Street City Lake Elsinore Zip Code 42530 Mailing Address 130 S. Main Street Zip Code 92530 Telephone Number (951) A74 31 PAY 265 Fax Number Executive Director Bob Brady Title City Manager Telephone Number (951) 674 3124 x 265 E mad bbrady@ lake elsiore org Program Manager Ray Gonzales Title Director of Parks A Re(,. Telephone Number (951) 674 3124 x 265 E mad rgon7a1Ps Ga1akP. Plsinnra nrn Address (If different from above) Grant Writer Claudia Davis Title Analyst Telephone Number (951) 674 3124 x 265 E mail cdavis @lake elsmore org II ORGANIZATIONAL HISTORY (This is applicable only If you area nonprofit organization) Date Organization founded 1BRA Date Organization incorporated as a non profit organization N/A Federal identification number 95 60nn 7n7 State identification number 749 020135 Number of paid staff 90 Number of volunteers 100 ATTACH Current Board of Directors (Label as Attachment 11 1) Articles of Incorporation and By Laws (Label as Attachment II 2) Agenda Item No 13 Page 4 of 117 III PROJECT ACTIVITY CDBG Funds Requested $ s7 ^nn (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)'? If the project involves a new or existing facility what is the proposed service/benefit area for the facility? (Attachment 111 Project Activity 1) ❑ Countywide (check if project will serve multiple districts and /or cities) X City(ies) City of Lake Elsinore and County Residents Commumty(ies) Regions Other What Supervisonal District does the activity occur within? #1 Check ONLY the applicable category your application represents ❑ Real Property Acquisition ❑ Public Service ❑ Rehabilitation /Preservation (please provide picture of structure) XX Public Facilities Improvements (construction) Other (provide description) IV PROJECT NARRATIVE A Name of Project Lake Community CPntpr RPnovatinn Specific Location of Project (include street address if applicable) Street 31n W_ (,raham AvP ❑ Housing City Lake Elsinore Zip Code 92530 Attach maps of proposed project(s) location and service area B Provide a detailed Protect Description The description should only address or discuss the specific activities services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets if necessary — Attachment IV B Project Description) The Lake Community Center was built to 1940 s and is being used as a recreational facility by the City of Lake Elsinore Parks and Recreation Department The proposed project would construct a female restroom on the north side of the building adjacent to the lobby / main entrance renovate the men s restroom to meet ADA requirements and renovate and expand Agenda Item No 13 Page 5 of 117 the existing customer service counter and office area to meet ADA requirements The existing female restroom located on the south side of the building does not meet ADA requirements drains and sewer frequently backup and the restroom entrance does not meet ADA requirements The customer service counter does not meet ADA standards and is not functronable in meeting the needs of the City s growing population C Provide a detailed description of the proposed use of the CDBG funds only (i a client scholarships purchase a specific piece of equipment rent supplies etc ) CDBG funds will be used to design construct and renovate the restrooms and public counter / office area D Outcomes and Performance Measures The main outcomes and performance measures are 1) Provide quality restroom facilities that meet our community s needs 2) Provide efficient and effective service to the public Number of clients or units of service to be provided using CDBG funds only during the term of the grant (1 year 2 year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) Unduplicated number of clients projected to serve (e g 25 clients) Units of service (duplicated i e 25 clients X 10 visits = 250 units of service) Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women X Men/Women/Children ❑ Families X Seniors ❑ Severely Disabled Adults Range of children s ages 3 *^1— ❑ Migrant Farm Workers ❑ Homeless Number of beds of facility Anticipated number of new beds Length of stay (if residential facility) E What are the goals and objectives of the project service or activity? How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? The project will have a presumed benefit in that the low to moderate income area the project is being constructed in will benefit all residents within a three mile radius of the project Agenda Item No 13 Page 6 of 117 F Discuss how this oroiect will benefit low and moderate income residents The Center is located in a low to moderate area of the city and this project will provide facilities that are accessible meet hygiene standards provide quality customer service and foster community pride and ownership G Respond to A & B only if this application is for a public service project (a) Is this a NEW service provided by your agency9 Yes _ No (b) If service is not new how will the existing public service activity level be substantially increased? H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to partiapate9 The Parks and Recreation Department develops and disseminates promotional materials (flyers news release and brochures) for programs and activities year round and the facility is open to the public Continue to provide free and subsidy programs to the community What evidence is there of a long term commitment to the proposals Describe how you plan to continue the work (project) after the CDBG funds are expended? The City has operated the Center for the past xx years and will continue to operate and fund the various programs and activities for years to come V PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORY Benefit to low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B or C A Area Benefit The project or facility serves or is available to all persons located within an area where at least 51 % of the residents are low /moderate income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT 430.06 BG CT BG CT BG CT BG CT BG CT BG # Total population in Census Tract(s) / block group(s) Agenda Item No 13 Page 7 of 117 VI # Total low moderate population in Census Tract(s) / block group(s) B Limited Clientele The project serves clientele that will provide documentation of their family size, famil y income, and ethnicity Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low moderate income persons C Clientele presumed to be principally low and moderate income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity The center is open to all age groups male and female living in the community of Lake Elsinore and local areas CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed projector activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area9 _Yes _ No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum /blight Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2, Exhibit 1 2 etc) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit Category 3 Exhibit 1 2 etc) FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If thl se line items are not I Agenda Item No 13 Page 8 of 117 applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the proposed budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senor Nutritional Program The total cost of the program is $1 000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and/or other income of the center will pick up the remaining costs for the program) Agenda Item No 13 Page 9 of 117 TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel A Salaries & Wages $ $ B Fringe Benefits $ $ C Consultants & Contract Services $ $ SUB TOTAL $ If Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $ $ C Consumable Supplies $ $ D Travel $ $ E Telephone $ $ F Other Costs $ $ SUB TOTAL $ $ III ArchitecturaVEngineenng Design $ $ IV Acquisition of Real Property $ $ V Construction /Rehabilitation $_77500 $57,900 VI Indirect Costs $.5 nnn $ TOTAL $82_%n $s7 5nn B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc ) If commitments are pending indicate amount requested and attach documentation regarding previous years funding Amount Date Type of Funding Source Requested Available Commitment Park Fees $15000 July 1 2008 City Budget General Fund $20000 July 1 2008 City Budget C Provide a summary byline item of your organizations previous years income and expense statement (Attachment VI C Exhibits 1 2 etc ) See Attached Budget Agenda Item No 13 7 Page 10 of 117 D If this project benefits residents of more than one community or jurisdiction have requests been submitted to those other jurisdictions'? Yes No If yes identify sources and indicate outcome If no please explain E Was this project previously funded with CDBG funds Yes No _X If yes when? Is this activity a continuation of a previously funded (CDBG) project? Yes_ No If yes explain VII MANAGEMENT CAPACITY A Describe your organizations experience in managing and operating projector activities funded with CDBG or other Federal funds Include within the description a resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Amount Source Activi Year Allocation Expended State Park Bond Park Renovation 2006 07 $300 000 $300000 CDBG Playground Equip 2007 08 $131000 $131 000 B Management Systems Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc Yes this management system is operated by the City's Human Resource s Dept C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII C Exhibits 1 2 etc ) Ray Gonzales Director Parks and Recreation (27 yrs Expereicne in program and construction projects D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE Obtain bids / Award Contract July 1 2008 COMPLETION DATE August2008 Agenda Item No 13 Page 11 of 117 Start Construction September 2008 January 2009 APPLICATION CERTIFICATION Undersigned hereby certifies that (initial after reading each statement and sign the document) X 1 The information contained in the project application is complete and accurate X_ 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the protect funded in full or part by the CDBG program X_ 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities X 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and/or operated for the approved use throughout its economic life X 5 If CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the project as described within a reasonable timeframe x_ 6 On behalf of the applying organization I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and/or written Board Approval signed by the Board President) Print Name/Title Authorized Representative Ray Gonzales Director of Parks and Recreation DATE Agenda Item No 13 Page 12 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT X ❑ II 1 Board of Directors X ❑ II 2 Articles of Incorporation and Bylaws X ❑ III Project Activity Map X ❑ IV B 1 Project Description X ❑ V Project Benefit Category 2 Slum Blight Documentation ❑ ❑ V Project Benefit Category 3 Urgency ❑ ❑ VI B Leveraging X ❑ VI C Income and Expense Statement X ❑ VII C Management Capacity 10 Agenda Item No 13 Page 13 of 117 � § t § 2g � k �a Mu � Q k ■� § k _ @ �2 cc aW %2 t J o ƒ § k CC (z \k f co - Cl) cri C.) C0 / k $ k 7 2 ¥ \ Im « / 0- E / Agenda Item Uq Page m@g7 COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM GENERAL INFORMATION Applying Entity or Agency City of Lake Elsinore Location 130 S. Main Street City Lake Elsinore Zip Code 99530 Mailing Address 130 S. Main Street Zip Code 92530 Telephone Number (951) 67a 3194 Y PAS Fax Number Executive Director Bob Brady Title City Manager Telephone Number (951) 674 3124 x 265 E mail bbrady@lake elsiore org Program Manager Ray Gonzales Title Director of Parke R Re(, Telephone Number (951) 674 3124 x 265 E mail rgonzales6tiake alcmnra org Address (If different from above) Grant Writer Claudia Davis Title Anal�/st Telephone Number (951) 674 3124 x 265 E mail cdaws @ lake elsmore org ORGANIZATIONAL HISTORY (This is applicable only if you are a non profit organization) Date Organization founded 1888 Date Organization incorporated as a non profit organization N/A Federal identification number 9.r, Fnnn 7n7 State identification number 749 02065 Number of paid staff 9n Number of volunteers 100 ATTACH Current Board of Directors (Label as Attachment II 1) Articles of Incorporation and By Laws (Label as Attachment 112) Agenda Item No 13 Page 15 of 117 III PROJECT ACTIVITY CDBG Funds Requested $ 80.000 (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity) If the project involves a new or existing facility what is the proposed service/benefit area for the facility? (Attachment III Project Activity 1) ❑ Countywide (check if project will serve multiple districts and /or cities) X City(ies) City of Lake Elsinore and County Residents Commumty(ies) Regions Other What Supervisorial District does the activity occur within' #1 Check ONLY the applicable category your application represents ❑ Real Property Acquisition ❑ Public Service ❑ Rehabilitation /Preservation (please provide picture of structure) XX Public Facilities Improvements (construction) Other (provide description) IV PROJECT NARRATIVE A Name of Project Manharin Park Rpgtmnm Prr cant Specific Location of Project (include street address if applicable) Street 1.51 Fin .Inv StrP.P.t ❑ Housing City Lake Elsinore Zip Code 92530 Attach maps of proposed project(s) location and service area B Provide a detailed Project Description The description should only address or discuss the specific activities services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets if necessary — Attachment IV B Project Description) Machado Park is a five (5) acre public park built in 19xx s The amenities include restrooms picnic shelters volleyball and tennis courts playground and benches and picnic tables The proposed project would demolish the existing dilapidated non compliance ADA restroom and replace it with a prefabricated ADA approved restroom Agenda Item No 13 2 Page 16 of 117 C Provide a detailed description of the proposed use of the CDBG funds only (i a client scholarships purchase a specific piece of equipment rent supplies etc ) CDBG funds will be used to demolish existing restroom purchase and install a prefabricated restroom D Outcomes and Performance Measures The main outcomes and performance measures are 1) Provide quality restroom facilities that meet our community s needs 2) Provide efficient and effective service to the public Number of clients or units of service to be provided using CDBG funds only during the term of the grant (1 year 2 year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) Unduplicated number of clients projected to serve (e g 25 clients) Units of service (duplicated i e 25 clients X 10 visits = 250 units of service) Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women X Men/Women/Children ❑ Families X Seniors ❑ Severely Disabled Adults Range of children sages 3 *^'— ❑ Migrant Farm Workers ❑ Homeless Number of beds of facility Anticipated number of new beds Length of stay (if residential facility) E What are the goals and objectives of the project service or activity How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? The project will have a presumed benefit in that the low to moderate income area the project is being constructed in will benefit all residents within a three mile radius of the project F Discuss how this project will benefit low and moderate income residents The Center is located in a low to moderate area of the city and this project will provide facilities that are accessible meet hygiene standards provide quality customer service and foster community pride and ownership G Respond to A & B only if this application is for a public serve project Agenda Item No 13 Page 17 of 117 (a) Is this a NEW service provided by your agency Yes _ No (b) if service is not new how will the existing public service activity level be substantially increased? H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate9 Machado Park is open to the public year round and the restroom will be open daily for those people using the park What evidence is there of a long term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? The City has operates 17 park locations on a year round basis and has budgeted the resources for repair and maintenance The City will operate this park in perpetuity V PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORY Benefit to low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B or C A Area Benefit The project or facility serves or is available to all persons located within an area where at least 51 % of the residents are low /moderate income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT BG CT BG CT BG CT 13G - CT BG CT BG # Total population in Census Tract(s) / block group(s) # Total low moderate population in Census Tract(s) / block group(s) B Limited Clientele The project serves clientele that will provide documentation of their family size family income, and ethnics Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low moderate income persons C Clientele presumed to be principally low and moderate - income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the following presumed Agenda Item No 13 Page 18 of 117 categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity The center is open to all age groups male and female living in the community of Lake Elsinore and local areas CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed project or activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area? _Yes _ No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum /blight Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2, Exhibit 1, 2, etc ) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit Category 3 Exhibit 1 2, etc ) VI FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the Proposed budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senor Nutritional Program The total cost of the program is $1 000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and /or other income of the center will pick up the remaining costs for the program) Agenda Item No 13 5 Page 19 of 117 TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel A Salaries & Wages $ $ B Fringe Benefits $ $ C Consultants & Contract Services $ $ SUB TOTAL $ $ II Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $___ $ C Consumable Supplies $ $ D Travel $ $ E Telephone $ $ F Other Costs $ $ SUB TOTAL $ $ III Architectural /Engineering Design $ $ IV Acquisition of Real Property $ $ V Construction/Rehabilitation $jno,ow It Rn,non VI Indirect Costs $.r; 00f) $ TOTAL UM nnn aRn_nnn B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc ) If commitments are pending indicate amount requested and attach documentation regarding previous years funding Amount Date Type of Funding Source Requested Available Commitment Park Fees $10000 July 1 2008 City Budget General Fund $ 5 000 July 1 2008 City Budget C Provide a summary byline item of your organizations previous years income and expense statement (Attachment VI C, Exhibits 1 2 etc ) See Attached Budget Agenda Item No 13 6 Page 20 of 117 D If this project benefits residents of more than one community orjurisdiction have requests been submitted to those other jurisdictions? Yes No If yes identify sources and indicate outcome If no please explain E Was this project previously funded with CDBG funds9 Yes No _X If yes when? Is this activity a continuation of a previously funded (CDBG) project? Yes— No — If yes explain VII MANAGEMENT CAPACITY A Describe your organization s experience in managing and operating project or activities funded with CDBG or other Federal funds Include within the description a resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Amount Source Active Year Allocation Expended State Park Bond Park Renovation 200607 $300000 $300000 CDBG Playground Equip 2007 08 $131000 $131000 B Management Systems Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc Yes this management system is operated by the City's Human Resource s Dept C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII C, Exhibits 1, 2 etc ) Ray Gonzales Director Parks and Recreation (27 yrs Expereicne in program and construction projects D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE Obtain bids / Award Contract July 1, 2008 COMPLETION DATE August2008 Agenda Item No 13 Page 21 of 117 Start Construction September 2008 January 2009 APPLICATION CERTIFICATION Undersigned hereby certifies that (initial after reading each statement and sign the document) X 1 The information contained in the project application is complete and accurate X 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the project funded in full or part by the CDBG program X 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities X 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and/or operated for the approved use throughout its economic life X 5 If CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the project as described within a reasonable timeframe x 6 On behalf of the applying organization I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and /or written Board Approval signed by the Board President) Print Name/Title Authorized Representative Ray Gonzales. Director of Parks and Recreation Signature DATE Agenda Item No 13 Page 22 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT X ❑ II 1 Board of Directors X ❑ II 2 Articles of Incorporation and Bylaws X ❑ III Project Activity Map X ❑ IV B 1 Project Description X ❑ V Project Benefit Category 2 Slum Blight Documentation ❑ ❑ V Project Benefit Category 3 Urgency ❑ ❑ VI B Leveraging X ❑ VI C Income and Expense Statement X ❑ VII C Management Capacity 9 Agenda Item No 13 Page 23 of 117 K f r- § ce 2 7 �e Q \/ cc k O§ %2 M f v� 0 E k (j) (n \k \ cz - 7 § U) 2 LM $ k k� �\ � « j cuE / Agenda 6m No g Page 24 ¥117 `} r� OFFICE USE r M Q FPROPOSAL'NUMBEvR�= „ REVIEWER DOCUMENT STAMP DATE RECEIVED # COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM — COOPERATING CITY GENERAL INFORMATION Applying Entity or Agency Location 130 South Main Street City Lake Elsinore of Lake Elsinore Zip Code 92530 Mailing Address 130 South Main Street Zip code 951530 Telephone Number (951) 674 3124 Fax Number (951) 471 141A Executive Director Ray Gonzales Telephone Number (951) 674 3124 x226 Address (If different from above) Same as above E mad ronzales @Lake elsmore org Title Building & Safety Manager E mail rchipman @lake elsmore org Grant Writer Claudia Davis Title Parks & Recreation Analyst Telephone Number (951) 674 3124 x267 E mad cdaws @lake elsmore org ORGANIZATIONAL HISTORY (This is applicable only if you are a non profit organization) Date Organization founded 1888 Date Organization incorporated as a non-profit organization N/A Federal identification number 95 6000707 State identification number 749 02065 Number of paid staff N/A Number of volunteers N/A ATTACH Current Board of Directors (Label as Attachment 111) Articles of Incorporation and By�Laws (Label as Attachment I1.2) Agenda Item No 13 1 Page 25 of 117 IV PROJECT ACTIVITY CDBG Funds Requested $ 50 000 00 (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)? If the project involves a new or existing facility what is the proposed service /benefit area for the facility? (Attachment III Project Activity 1) ❑ Countywide (check if project will serve multiple districts and /or citiel City(ies) City of Lake Elsinore Community(tes) Regions Other What Supervisonal District does the activity occur within? District 1 Check ONLY the applicable category your application represents ❑ Real Property Acquisition ❑ Public Service ❑ Rehabilitation /Preservation (please provide picture of structure) ® Public Facilities Improvements (construction) Other (provide description)__ ❑ Housing PROJECT NARRATIVE A Name of Project Code Enforcement — Dangerous Structures Abatement Specific Location of Project (include street address if applicable) Street City of I akp Flsmare (Rprtpvpinpmpnt Aram City Zip Attach maps of proposed project(s) location and service area B Provide a detailed Protect Description The description should only address or discuss the specific activities services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets if necessary — Attachment IV B Project Description) VVith CDBG Funding, the City of Lake Elsinore Code Enforcement Division will be able to continue its program of identifying substandard properties and buildings throughout the City s redevelopment areas and work with owners to bring their properties into compliance This program focuses on abating substandard structures, abandoned vehicles, graffiti and other similar code violations Agenda Item No 13 Page 26 of 117 C Provide a detailed description of the proposed use of the CDBG funds (i a client scholarships purchase a specific piece of equipment rent supplies etc) The CDBG Funds will be applied toward the various costs associated with Structure Abatement such as Demolition, Asbestos Reports Title Reports removal of Trash and Debris, and the securing of substandard buildings from entry until rehabilitation can occur D Outcomes and Performance Measures Not Applicable Number of clients and units of service to be provided during the term of the grant (1 year 2 year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) Unduplicated number of clients served (e g 25 clients) Units of service (duplicated e g 25 clients X 10 visits =250 units of service) Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women ❑ Men/Women /Children ❑ Families ❑ Seniors ❑ Severely Disabled Adults Range of children s ages ❑ Migrant Farm Workers ❑ Homeless Number of beds Length of stay (if residential facility) E What are the goals and objectives of the project service or activity? How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? The continued support of the Code Enforcement Program will allow the City of Lake Elsinore to address and correct the existing violations, as well as to prevent and eliminate blighted and unsafe structures throughout the City The successful implementation of this program will be measured by the number of properties that are either rehabilitated or demolished, and the positive improvements to the affected neighborhoods throuah safety and aesthetics F Discuss this project s benefit to low and moderate income residents to be served elimination of blight in their neighborhoods, including the removal of dangerous and unsightly structures and accumulation of abandoned vehicles and debris This benefits the community by upgrading properties to compliance with current development codes, creating a safer and improved auality of life environment for the residents Agenda Item No 13 Page 27 of 117 V G Respond only if this is application is for a public service project (a) Is this a NEW service provided by your agency? Yes No XX (b) If service is not new how will the existing public service activity level be substantially increased? Funding for this program will allow the City of Lake Elsinore Code Enforcement Division to maintain its current level of service with some expansion of services by continuing to bring in more resources H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate? Not Applicable What evidence is there of long term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? Not Applicable PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORYI Benefit to low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B or C A Area Benefit The project or facility serves or is available to all persons located within an area where at least 51% of the residents are low /moderate income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT 0430001 BG CT 0430002 BG 1• II IL' 1� 111 CT 0430003 BG CT 0430006 BG # Total population in Census Tract(s) / block group(s) # Total low moderate population in Census Tract(s) / block group(s) El Agenda Item No 13 Page 28 of 117 B Limited Clientele The project serves clientele that will provide documentation of their family size family income, and ethmcdv Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low-moderate income persons C Clientele presumed to be principally low and moderate income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the presumed categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed projector activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area? X Yes No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum /blight Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2 Exhibit 1 2 etc) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit Category 3 Exhibit 1 2 etc) VI FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the proposed budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senior Nutritional Program The total cost of the program is $1 000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and /or other income of the center will pick up the remaining costs for the program ) Agenda Item No 13 Page 29 of 117 B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc ) If commitments are pending indicate amount requested and attach documentation regarding previous year s funding Amount Date Type of Funding Source Requested Available Commitment C Provide a summary by line item of yourorganization previous years income and expense statement (Attachment VI C Exhibits 1 2 etc ) D If this project benefits residents of more than one community or jurisdiction have requests been submitted to those other jurisdictions? Not Applicable _Yes No Agenda Item No 13 6 Page 30 of 117 TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel A Salaries & Wages $ 267,300 00 $ B Fringe Benefits $175,30000 $ C Consultants & Contract Services $ 147,000 00 $ SUB TOTAL $ 589 600 00 $ II Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $ 50000 $ C Consumable Supplies $ 3,50000 $ D Travel $ 2.900.00 $ E Telephone $ 1.000 00 $ F Other Costs $ $ 50.000.00 SUB TOTAL $ 7 900 00 $ 50-000.00 III Architectural /Engineering Design $ $ IV Acquisition of Real Property $ $ V Construction /Rehabilitation $ $ VI Indirect Costs $ $ TOTAL $ 597,500.00 $ 50 000.00 B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc ) If commitments are pending indicate amount requested and attach documentation regarding previous year s funding Amount Date Type of Funding Source Requested Available Commitment C Provide a summary by line item of yourorganization previous years income and expense statement (Attachment VI C Exhibits 1 2 etc ) D If this project benefits residents of more than one community or jurisdiction have requests been submitted to those other jurisdictions? Not Applicable _Yes No Agenda Item No 13 6 Page 30 of 117 If yes identify sources and indicate outcome If no please explain E Was this project previously funded with CDBG funds? -X—Yes —No If yes when? In fiscal year 07/08 the Code Enforcement Division was awarded $75,000 for Structure Abatement efforts Is this activity a continuation of a previously funded (CDBG) project? X Yes No If yes explain This request is not a continuation of a particular prolect but it is a request for more funding to remain active and complete more abatement protects VII MANAGEMENT CAPACITY A Describe your organization s experience in managing and operating protect or activities funded with CDBG or other Federal funds Include within the description resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program The City of Lake Elsinore has utilized CDBG funding include improvements to the Senior Center ADA retrofit of playground equipment construction of new ADA restrooms in parks as well as numerous social service programs including our Senior Activity Center The City has renovated Community Centers as well as provided additional facilities through the use of CDBG funding The City s Parks & Recreation Department oversees the CDBG program and the City Engineer acts as the protect manager for all protects Amount Source Activity Year Allocation Expended B Management Systems Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc o Yes, The City of Lake Elsinore is a general law City providing vital services to its citizens in the form of Police & Fire Protection, Public Works, Parks & Recreation, Lake Operations, Planning Engineering, Code Enforcement and Building Inspections C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII-C Exhibits 1 Z etc ) Agenda Item No 13 Page 31 of 117 D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE COMPLETION DATE Structure Abatement Program 7/01/08 6/30/09 Agenda Item No 13 Page 32 of 117 APPLICATION CERTIFICATION Undersigned hereby certifies that (initial after reading each statement and sign the document) The information contained in the protect application is complete and accurate 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the protect funded in full or part by the CDBG program 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and /or operated for the approved use throughout its economic life 5 If CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the project as described within a reasonable timeframe 6 On behalf of the Cooperating City I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and /or written Council Approval) Print Name/Title Authorized Representative Robin K Chipman / Code Enforcement Manager Signature DATE November 30 2007 Agenda Item No 13 Page 33 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT ❑ ® Ill Board of Directors ❑ ® II 2 Articles of Incorporation and Bylaws ® ❑ ill Project Activity Map ❑ ® IV B 1 Project Description ❑ ® V Project Benefit Category 2 Slum Blight Documentation ❑ ® V Project Benefit Category 3 Urgency ❑ ® VI B Leveraging ❑ ® VI C Income and Expense Statement ® ❑ VII C Management Capacity Agenda Item No 13 10 Page 34 of 117 Attachment VII C CITY OF LAI-E 0LSUYOR� — DKEMIMF F City of Lake Elsinore Partial Organizational Chart Page 36 of 117 OFFICE USE = r d OSAL NYMBEW REVIEWER �,VOQUMENTRTAMP DATE RECEi1/) N ui�' i� .� I +?e r+, d K r COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM — COOPERATING CITY GENERAL INFORMATION Applying Entity or Agency City of Lake Elsinore Location 130 South Main Street City Elsinore Zip Code 9 9530 Mailing Address 130 South Main Street Zip code 99530 Telephone Number (951) 674 3124 Fax Number (951) 471 1419 Executive Director. Ray Gon al .c Telephone Number (951) 674 3124 x226 Address (If different from above) Same as above It . C Ism E mail rgonzales@_Lake elsinore org Title Building & Safety Manager E mail rchipman @lake elsinore org Grant Writer Claudia Davis Title Parks & Recreation Analyst Telephone Number (951) 674 3124 x267 E mail cdavis @lake elsinore org 11 ORGANIZATIONAL HISTORY (This is applicable onlv if you are a non profit organization) Date Organization founded 1888 Date Organization incorporated as a non-profit organization N/A Federal identification number 95 Rnn=7 State identification number 749 02065 Number of paid staff N/A Number of volunteers N/A ATTACH Current Board of Directors (Label as Attachment 111) Articles of Incorporation and By�Laws (Label as Attachment I1.2) Agenda Item No 13 1 Page 37 of 117 III PROJECT ACTIVITY CDBG Funds Requested $ 95,000.00 (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)? If the project involves a new or existing facility what is the proposed service/benefit area for the facility? (Attachment III Project Activity 1) ❑ Countywide (check if protect will serve multiple districts and /or atie$ City(ies) City of Lake Elsinore Community(ies) Regions Other What Supervisonal District does the activity occur within? District 1 Check ONLY the applicable category your application represents ❑ Real Property Acquisition ❑ Public Service ❑ Housing ❑ Rehabilitation /Preservation (please provide picture of structure) ® Public Facilities Improvements (construction) Other (provide description) IV PROJECT NARRATIVE A Name of Protect Code Enforcement — Nuisance Abatement Specific Location of Protect (include street address if applicable) Street rity of I aka Flcinore (Redevelopment Aram City Zip Attach maps of proposed protect(s) location and service area B Provide a detailed Proiect Description The description should only address or discuss the specific activities services or protect that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets if necessary — Attachment IV B Protect Description) With CDBG Funding, the City of Lake Elsinore Code Enforcement Division will be able to continue its program of identifying Code Violations throughout the City and work with owners to bring their properties into compliance This program focuses on abating substandard structures, abandoned vehicles, graffiti, and other similar violations Agenda Item No 13 Page 38 of 117 C Provide a detailed description of the proposed use of the CDBG funds (i a client scholarships purchase a specific piece of equipment rent supplies etc) The CDBG Funds will be applied toward a portion of the personnel costs associated with Code Enforcement and Nuisance Abatement D Outcomes and Performance Measures Not Applicable Number of clients and units of service to be provided during the term of the grant (1 year 2 -year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the protect (months year etc ) Unduplicated number of clients served (e g 25 clients) Units of service (duplicated e g 25 clients X 10 visits = 250 units of service) Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women ❑ Men/Women /Children ❑ Families ❑ Seniors ❑ Severely Disabled Adults Range of children s ages ❑ Migrant Farm Workers ❑ Homeless Number of beds Length of stay (if residential facility) E What are the goals and objectives of the project service or activity How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? The continued support of the Code Enforcement Program will allow the City of Lake Elsinore to address and correct the existing violations, as well as to prevent and eliminate blighted and unsafe structures throughout the City The successful implementation of aesthetics F Discuss this project s benefit to low and moderate income residents to be served elimination of blight in their neighborhoods, including the removal of dangerous and unsightly structures and accumulation of abandoned vehicles and debris This benefits the community by upgrading properties to compliance with current development codes, creating a safer and improved ouality of life environment for the residents Agenda Item No 13 Page 39 of 117 V G Respond only rf this is application is for a public service project (a) Is this a NEW service provided by your agency? Yes NoXX (b) If service is not new how will the existing public service activity level be substantially increased? Funding for this program will allow the City of Lake Elsinore Code Enforcement Division to maintain its current level of service, with some expansion of services by continuing to bring in more resources to assist neighborhoods with improvements (towing of abandoned vehicles, trash removal containers, etc ) H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate? Not Applicable What evidence is there of long term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? Not Applicable PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORYI Benefit to low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B or C A Area Benefit The project or facility serves or is available to all persons located within an area where at least 51% of the residents are low /moderate - income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT—QIN001 0430004 CT 0430002 14 111 CT 0430003 BG CT 0430006 BG # Total population in Census Tract(s) / block group(s) # Total low moderate population in Census Tract(s) / block group(s) Agenda Item No 13 Page 40 of 117 B Limited Clientele The project serves clientele that will provide documentation of their family size, family income, and ethnicity Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low-moderate income persons C Clientele presumed to be principally low• and moderate - income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the presumed categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed projector activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area? X Yes _No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum /blight Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2 Exhibit 1 2 etc) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit Category 3 Exhibit 1 2 etc) VI FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the proposed budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senior Nutritional Program The total cost of the program is $1 000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and /or other income of the center will pick up the remaining costs for the program ) Agenda Item No 13 Page 41 of 117 TOTAL BUDGET CDBG FUNDS (Include CDBG Funds! REQUESTED I Personnel A Salaries & Wages $267,3000 $ 14,750 00 B Fringe Benefits $175,30000 $ 10.250 00 C Consultants & Contract Services $147,0000 $ SUB TOTAL $ 589 600 00 $ II Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $ 50000 $ C Consumable Supplies $ 3,50000 $ D Travel $ 2,900.00 $ E Telephone $ 1.000 00 $ F Other Costs $ $ SUB TOTAL $ 7 900 00 $ III Architectural /Engineering Design $ $ IV Acquisition of Real Property $ $ V Construction /Rehabilitation $ $ VI Indirect Costs $ $ TOTAL $ 597,500.00 $ 25,000.00 B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 2 etc) If commitmentsare pending indicate amount requested and attach documentation regarding previous year s funding Amount Date Type of Funding Source Requested Available Commitment C Provide a summary by line item of yourorgarnzation previous year's income and expense statement (Attachment VI-C Exhibits 1 2 etc ) D If this project benefits residents of more than one communityorlunsdiction have requests been submitted to those other jurisdictions? Not Applicable _Yes No J Agenda Item No 13 Page 42 of 117 If yes identify sources and indicate outcome If no please explain E Was this protect previously funded with CDBG funds? Yes —No If yes when? In fiscal year 07/08 the Code Enforcement Division was awarded $75,000 for Structure Abatement efforts Is this activity a continuation of a previously funded (CDBG) protect? X Yes No If yes explain abatement VII MANAGEMENT CAPACITY A Describe your organization s experience in managing and operating protect or activities funded with CDBG or other Federal funds Include within the description resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program The City of Lake Elsinore has utilized CDBG funding for the past thirty Years on various protects throughout the City These protects include improvements to the Senior Center ADA retrofit of playground equipment construction of new ADA restrooms in parks as well as numerous social service Programs including our Senior Activity Center The City has renovated program and the City Engineer acts as the protect manager for all protects Amount Source Activity Year Allocation Expended B Management Systems Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc ? Yes, The City of Lake Elsinore is a general law City providing vital services to its citizens in the form of Police & Fire Protection, Public Works Parks & Recreation Lake Operations Planning Engineering, Code Enforcement and Building Inspections C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed protect Provide a detailed organizational chart (Attachment VII-C Exhibits 1 2 etc ) Agenda Item No 13 Page 43 of 117 D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE COMPLETION DATE Code Enforcement Program 7/01/08 6/30/09 Agenda Item No 13 Page 44 of 117 APPLICATION CERTIFICATION Undersigned hereby certifies that (initial after reading each statement and sign the document) The information contained in the protect application is complete and accurate 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the project funded in full or part by the CDBG program 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community devebpment activities 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and /or operated for the approved use throughout its economic life 5 If CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the protect as described within a reasonable timeframe 6 On behalf of the Cooperating City I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and /or written Council Approval) Print Name/Title Authorized Representative Robin K Chipman / Code Enforcement Manager Signature DATE November 30 2007 Agenda Item No 13 Page 45 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT ❑ ® II 1 Board of Directors ❑ ® II 2 Articles of Incorporation and Bylaws ® ❑ III Project Activity Map ❑ ® IV B 1 Project Description ❑ ® V Project Benefit Category 2 Slum Blight Documentation ❑ ® V Project Benefit Category 3 Urgency ❑ ® VI B Leveraging ❑ ® VI C Income and Expense Statement ® ❑ VII C Management Capacity Agenda Item No 13 10 Page 46 of 117 �I `c `1 2 I r � k� CITY OF LADE iD9 LSIHOKE DREAM i itVp � `r t , m � , Attachment III Protect Activity 1 Ti -- 14, Lit j 4p v � PAdMCTAREA N 3 PARCELNO 1 REDEVELOPMENT AGEN( PROJECT AREA BOUNDARl 9 3 PARCELNO 2 Agenda Item No 13 Page 47 of 117 Attachment CITY OF wm LAKE nLSIMOKE IV D M FXTNI if City of Lake Elsinore Partial Organizational Chart I Claudia Dams I Analyst Recreation Shawn Slater Code Enforcement Officer Fred Lopez Code Enforcement Officer Donna Burks Code Enforcement Officer Irma Guzman Code Enforcement Officer CITY OF LAKE ELSINORE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM GENERAL INFORMATION Applying Entity or Agency Boys & Girls Clubs of Southwest County — Alberhdl Ranch Clubhouse Location 3711 Nichols Road City Lake Elsinore. CA Zip Code 92530 Mailing Address PO Box 892349. Temecula CA Zip Code 99589 9449 Telephone Number 951- 09 15913 Fax Number 95J -699 -4973 Executive Director Michelle Arellano Title CEO Telephone Number 951 -699 1528 E mad mvhatlea0barekm. nrg Program Manager Rhonda Guaderrama Title Director of Operation- - -. .... -. n...b. .. Address (If different from above) same Grant Writer Kathleen Smith Title Grant Writer Telephone Number 951 733 9448 F mad djawesmlth @aolrorn ORGANIZATIONAL HISTORY (This is applicable only if you are a non -profit organization) Date Organization founded Date Organization incorporated as a non profit organization Septrmher A 1590 Federal identification number 33 (1475758 State identification number 1871809 Number of paid staff 9(1 Number of volunteers 800 ATTACH Current Board of Directors (Label as Attachment 111) Articles of Incorporation and By Laws (Label as Attachment II 2) Agenda Item No 13 1 Page 49 of 117 III PROJECT ACTIVITY CDBG Funds Requested $ '40.000 On (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)? If the project involves a new or existing facility what is the proposed service/benefit area for the facility? (Attachment III Project Activity 1) _Countywide (check if project will serve multiple districts and /or cities) City(ies) Lake Elsinore Community(ies) All Regions NIA Other N./A What Supervisonal District does the activity occur within? Wigton 1 Check ONLY the applicable category your application represents ❑ Real Property Acquisition X Public Service ❑ Rehabilitation /Preservation (please provide picture of structure) ❑ Public Facilities Improvements (construction) Other (provide IV PROJECT NARRATIVE A Name of Project Thp I ppmingl Cnnnpntinn Specific Location of Project (Include street address if applicable) Alberhill Ranch Clubhouse 3711 Nichols Road Lake Elsinore CA 92530 Attach maps of proposed project(s) location and service area ❑ Housing B Provide a detailed Protect Descnation The description should only address or discuss the specific activates services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets a necessary — Attachment IV B Project Descripbon) Agenda Item No 13 Page 50 of 117 The Boys & Girls Clubs of Southwest County — Alberhdl Ranch Clubhouse is requesting a $30 000 00 grant to provide an urgently needed before & after school program to underserved youth in the City of Lake Elsinore The funding will be used for a scholarship program for low income families The Club vnll be providing programming sports leagues and transportation for youth grades 1 — 8 The facility "I[ be open from 6 30 AM to 7 00 PM Monday through Friday The grant will provide scholarships for 25 — 35 low-income children (depending on individual financial need) for a whole year The grant will also provide 1 500 service unit hours to these low income youth that might otherwise be spent unattended at home The City of Lake Elsinore in Riverside County is one of the fastest growing cities in the state of California According to a study by economist Jon Husmg from 1990 -2004 Lake Elsinore grew from 18 316 to 35 358 residents a gain of 93 0% As of 2007 the population was estimated to be 47 634 according to the California Department of Finance It is a °young community 38 9 % of residents are 19 and under The Lake Elsinore Unified School District serves more than 22 000 children Today after school those students in Lake Elsinore will leave campus Some will go home to a parent some will go to an after school program but the vast majority will go it alone Research from the Department of Justice shows that the numbers of youth - related crime doubles between 3 00 and 8 00 pm During these unsupervised hours our youth are at risk facing challenges such as violence access to drugs alcohol and sexual activity The Boys $ Girls Club programs are designed to increase the self- esteem of members who participate Our youth development strategy includes educational activities focusing on personal development This strategy promotes a sense of belonging usefulness influence and competence Activities are offered in the following areas Character and Leadership the Arts Health and Life skills Education and Technology and Sports and Recreation These activities will develop skills in getting along with others problem solving communication goal setting and decision making Through social and recreational activities members will have fun while acquiring self- confidence and skills in developing interpersonal relationships Our teen participation activities include career exploration the arts money management skills technology activities decision making skills public speaking and discussions regarding important issues such as drug use sexual activity and alcohol abuse The Learning Connection will also provide the tools that children need to be successful a A safe place to learn and grow b Ongoing relationships with caring adult professionals c Life- enhancing programs and character development experiences d Positive self identity e Community and civic involvement f Health and well being C Provide a detailed descnpbon of the proposed use of the CDBG funds only (i a client scholarships purchase a specific piece of equipment rent supplies etc ) Agenda Item No 13 Page 51 of 117 The Boys & Girls Clubs of Southwest County's Alberhdl Ranch Clubhouse is requesting a grant to provide an urgently needed before & after school program to underserved youth in Lake Elsinore The funding will be used for a scholarship program for low income families The grant will provide scholarships for 25 — 35 low income children (depending on individual financial need) for a whole year The grant will provide approximately 1 500 service hours per month to Lake Elsinore s low socioeconomic youth D Outcomes and Performance Measures Number of clients or units of service to be provided using CDBG funds only during the term of the grant (1 year 2 year etc ) This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) Unduplicated number of clients projected to serve (e g 25 clients) 30 Units of service (duplicated i e 25 clients X 10 visits = 250 units of sa ice) 17 000 /year (30 clients x 12 visits x 4 hoursivisit) =1 440hours/month x 12 months = 17 280 hours of service/year Service is provided to (check one or more) ❑ Men ❑ Women X Children ❑ Mentwomen ❑ Men/Women /Children ❑ Families ❑ Seniors ❑ Severely Disabled Adults Range of children sages 6- 15 years — ❑ Migrant Farm Workers ❑ Homeless Number of beds of facility Anticipated number of new" beds _ Length of stay (if residential facility) E What are the goals and objectives of the project service or activity? How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? The Learning Connection before and after school program was developed to meet the needs of the Lake Elsinore community by addressing the problem of latch key" youth The Boys & Girls Clubs help to fill the gap in youth programming and services by providing before and after school care Adequate before and after school programs allow labor force participation by enabling parents to enter and remain in the workforce Beyond the obvious economic impact to parents is the peace of mind that comes with knowing that their children are in a safe positive place The primary reason for children being home alone after school is lack of access to convenient safe facilities at a reasonable cost The Lake Elsinore Clubhouse transports approximately70 youth to and from school daily In its first year of Agenda Item No 13 4 Page 52 of 117 operation the Lake Elsinore Clubhouse served more than 560 members with youth participating in sports and recreation programs Approximately 40% of the Club members enrolled in before & after school programs receive scholarship assistance The scholarship rates are extended to all Boys & Girls Clubs of Southwest County services to include athletic leagues All other participants are also subsidized as the cost per child is over $350 00 per month and the organization only charges $250 00 per month for full fee payors The participant subsidy funds come from fund raisers grants and contributions received annually by the Boys & Girls Clubs of Southwest County The need for scholarship assistance in Lake Elsinore is great and we will continue to turn no child away The Boys & Girls Clubs of Southwest County s Lake Elsinore Clubhouse – will use the web based data management system KidTrax to track and document the progress of individuals enrolled in the project on a monthly basis The organization will generate quarterly reports to assess participant progress A report on the success of project will be compiled at end of the year using the following criteria 1 Number of young people recruited to the club for the program 2 Participation in club activities and the rate of retention in the program 3 Feedback from schools police and other community agencies 4 Feed back from participants 5 Ethnic family structure & income levels of participants F Discuss how this oroiect will benefit low and moderate- income residents The funds requested from the Community Development Block Grant would be used only to provide scholarships for those children whose families are unable to afford the full cost of before and after school programs and athletic leagues The Lake Elsinore CDBG grant would be used for Lake Elsinore residents who are not covered by any other funding source G Respond to A& B only if this application is for a public servo ce project. (a) Is this a NEW service provided by your agency? Yes — NoX_ (b) If service is not new how will the existing public service activity level be substantially increased? The funding will allow for additional scholarship funding at the Alberhdl Ranch Clubhouse located in Lake Elsinore. H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate The Boys & Girls Clubs of Southwest County will use innovative recruitment and referral programs to attract low income and /or at risk youth to the Club The Boys Agenda Item No 13 Page 53 of 117 & Girls Clubs of Southwest County's Lake Elsinore Clubhouse will develop a network with other non profits schools law enforcement and other community organizations The Boys & Girls Clubs of Southwest County will also market the program via print and electronic media What evidence is there of a long term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? The Boys & Girls Clubs of Southwest County has been servicing the under served youth of Riverside County for 17 years The Lake Elsinore facility opened in late 2006 and currently serves 563 youth — 34% of these youth come from families that make below $33 000 1annually and 77% of these families makes less than $54 000 The Boys & Girls Clubs of Southwest County has continued to expand its operations each and every year since 1990 going from serving a few dozen youth in 1990 to over 6 000 youth today) The project will continue after the CDBG funds are expended by fund raising throughout the community V PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORY Benefit to low- moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B or C A Area Benefit The project or facility serves or is available to all persons located within an area where at least 51 % of the residents are low /moderate -income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT BG CT BG BG CT CT BG CT BG # Total population in Census Tract(s) / block group(s) # Total low moderate population in Census Tract(s) / block group(s) B Limited Clientele The project serves clientele that will provide documentation of their family size. family Agenda Item No 13 6 Page 54 of 117 income, and ethnicity Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low moderate income persons The Boys & Girls Clubs of Southwest County's Alberhill Ranch Clubhouse will document need by using B Limited Clientele Method The Boys & Girls Clubs of Southwest County's Alberhdl Ranch Clubhouse will require income verification at the time of application for a scholarship We will require a copy of the last two current pay stubs and a copy of the previous year's federal tax return verification of social services benefits and a letter of need We will use the County of Riverside s financial guidelines for the CDBG Program (as prescribed through the EDA) and require current CDBG paperwork to be completed at the time of application This information will be updated at least once per year for all participants C Clientele presumed to be principally low and moderate income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity CATEGORY 2 Prevention or Elimination of Slums and Blight. The proposed project or activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area? Yes _x_ No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum/blight. Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2 Exhibit 1 2 etc ) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit, Category 3 Exhibit 1, 2, etc ) VI FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the Proposed budget Agenda Item No 13 Page 55 of 117 The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senor /Nutritional Program The total cost of the program is $1000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and/or other income of the center will pick up the remaining costs for the program) 100% of funding will be used for scholarships for low income children TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel (see attached budget) A Salaries & Wages $ $ B Fringe Benefits $ $ C Consultants & Contract Services $ $ SUB TOTAL $ $ II Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $ $ C Consumable Supplies $ $ D Travel $ $ E Telephone $ $ F Other Costs $ Inn nnn n0 $30,nno no (Scholarships) SUB TOTAL $inn nnn nn $30.000.00 III Architectural /Engmeenng Design $ $ IV Acquisition of Real Property $ $ V Construction /Rehabilitation $ $ VI Indirect Costs $ $ TOTAL $ +nn_nnn_nn $�n nnn nn B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc) If commitments are pending indicate amount requested and attach documentation regarding previous year's funding Agenda Item No 13 8 Page 56 of 117 VII Amount Funding Source Received United Way $41 060 00 (organization) United Way $10144 00 (Lake Elsinore) Date Type of Available Commitment 07/01/2007 1 year 6/30/2008 07/01/2007 1 year 6/30/2008 Please note that funding will not be applied for (2008 2009) prior to 412008 Fundraising Remaining Balance Immediately On -Going C Provide a summary by line deco of your organuabon s previous year's income and expense statement (Attachment VI-C Exhibits 1 2 etc ) See attachments of last year's audit D If this protect benefits residents of more than one community ortunsdichon have requests been submitted to those other jurisdictions? Yes No X Separate CDBG requests are made for clubs located in other cities This protect is specifically for the Lake Elsinore site If yes identify sources and indicate outcome If no please explain E Was this protect previously funded with CDBG funds? Yeses_ No If yes when? The protect was originally funded in 2006 by the City of Lake Elsinore The Lake Elsinore funding was continued in 2007 as well Is this activity a continuation of a previously funded (CDBG) protect? Yes No MANAGEMENT CAPACITY A Describe your organizations experience in managing and operating protect or activities funded with CDBG or other Federal funds Include within the description a resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Agenda Item No 13 Page 57 of 117 0 Source Activity Year Allocation CDBG 1995 — 2007 $5 000 $25 000/year /city or county generally expended within 6 months) No Other Federal Funds Other Formal Partners in The Learning Connection United Way All other Funds are raised by the Organization Management Systems Amount Expended All (grants are Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc The Boys & Girls Clubs of Southwest County has a strong organizational infrastructure to support the organizations programs and initiatives There are written policies and procedures in place for all organizational operations The Club has been providing programming since 1991 Funding for the Boys & Girls Club is a mixture of program fee income grants and private donations C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment V11-C Exhibits 1, 2 etc ) Director of Operahons —Rhonda Guaderrama Hired earlier this year as the Director of Operations With a double major in Administration and Legal Processes and Ethnic Studies she has twenty years of leadership experience in operations programmatic and fiscal management Her expertise in strategic planning program evaluation and personnel management combined with her extensive background in volunteer coordination and public relations will ensure that the agency succeeds in meeting its goals and objectives through this period of rapid growth D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE Scholarships for low income July Vt 2008 children to attend our before and after school program 10 COMPLETION DATE June 30' 2009 Agenda Item No 13 Page 58 of 117 Undersigned hereby certifies that (initial after reading each statement and sign the document) 2 Ar 4 The information contained in the protect application is complete and accurate The applicant agrees to comply with all Federal and County policies and requirements imposed on the protect funded in full or part by the CDBG program The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and /or operated for the approved use throughout its economic life If CDBG funds are approved the applicant acknowledges that sufficient funds are available or %Anil be available to complete the protect as described within a reasonable timeframe On behalf of the applying organization I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and /or written Board Approval signed by the Board President) Print Namerritle Authorized Representative Signature Date .�,�.�j�C- I�fCCQ-1 /�/ Z 0;7 Agenda Item No 13 �� Page 59 of 117 APPLICATION CHECKLIST The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT ❑ II 1 Board of Directors ❑ 112 Articles of Incorporation and Bylaws ® ❑ III Project Activity Map ® ❑ IV B 1 Project Description ❑ �(� © V Project Benefit Category 2 Slum Blight Documentation ❑ ® V Project Benefit Category 3 Urgency ® ❑ VI B Leveraging (� ❑ VI C Income and Expense Statement ® ❑ VII C Management Capacity Agenda Item No 13 12 Page 60 of 117 COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM GENERAL INFORMATION Helping Our People in Elsinore Inc (H O P E ) Applying Entity or Agency 29885 2 "0 Street Units R & S Location City Lake Elsinore Mailing Address (951) 245 7510 Telephone Number Ron Hewison Executive Director (951) 3456978 Telephone Number Ron Hewison Program Manager (951) 345 6978 Telephone Number Zip Code 92532 Zip Code (951) 245 7405 Fax Number Chairman & CEO Title HopemElsmore @aol com E mad Chairman & CEO Title HopemElsmore @aol com E mad Address (If different from above) Ron Hewison Chairman & CEO Grant Writer Title (951) 345 6978 HopeinElsmore @aol com Telephone Number E mad 11 ORGANIZATIONAL HISTORY (This is applicable only if you are a non profit organization) Date Organization founded December 4 1990 Date Organization incorporated as a non - profit organization April 30 1992 Federal identification number 33 0489728 (501 c 3) State identification number 1820572 Number of paid staff 0 Number of volunteers 32 ATTACH Current Board of Directors (Label as Attachment If 1) Articles of Incorporation and By Laws (Label as Attachment 112) Agenda Item No 13 Page 61 of 117 III PROJECT ACTIVITY IV CDBG Funds Requested $ 25 000 (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)? if the project involves a new or existing facility what is the proposed servicelbenefit area for the facility? (Attachment 111 Project Activity 1) X Countywide (check if project will serve multiple districts and /or cities) City(ies) Lake Elsinore Wildomar Lakeland Village Canyon Lake Quad Valley S Corona Communty(ies) Regions Other — What Supervisonal District does the activity occur within? Districts 1 and 3 Check ONLY the applicable category your application represents ❑ Real Property Acquisition X Public Service ❑ Housing ❑ Rehabilitation/Preservation (please provide picture of structure) ❑ Public Facilities Improvements (construction) Other (provide description) PROJECT NARRATIVE A Name of Project HOPE Specific Location of Project (include street address if applicable) Street 29885 2ND Street Units R & S City Lake Elsinore Zip Code 92532 Attach maps of proposed project(s) location and service area Agenda Item No 13 Page 62 of 117 B Provide a detailed Proiect Description The description should only address or discuss the specific activities services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity PROPOSAL HOPE was conceived in 1990 and received IRS exemption to begin operations in 1992 We were created as a central point to help those in need in the Lake Elsinore area Initially we were able to distribute 2 3 days of food to clients Our objective was and is to help those that have fallen on difficult times in the LEUSD enrollment area (S Corona to N Murneta) Currently we have programs that distribute 12 days of food each month to 150 low income seniors — 35 of which are shut ins to whom we deliver the food We also help another 35 low income families where grandparents are raising the grand kids and a single Mom or Dad is raising teenagers Additionally we work with the local DPSS office that refers families to us between unemployment and food stamps The local School District Churches and The City also refer families in need to us During the past FY we distributed 125 927 meals via our pantry activities We work with families in need throughout the Lake Elsinore area (including Wildomar Lakeland Village Quad Valley Canyon Lake and S Corona) and ensure food is available In addition to the referrals mentioned above we visit trader parks and low income housing areas and identify clients who are living in poverty For 16 years HOPE has worked in the community to offer services and to give assistance with respect and dignity to those in need With the increase in housing costs in recent years we believe we are helping seniors and families to remain in their homes and not become part of the homeless population in Riverside County Statistics indicate that almost 3500 children in Lake Elsinore are living in poverty — our goal is to ensure they receive food on a regular basis This is likely to be an ongoing issue with no end date envisaged in the coming years Lake Elsinore has experienced significant population growth in the past 617 years This linked with the rapid rise in housing costs has increased the need for our services Improved funding and support in recent years has allowed us to add programs seniors at 60+ disability at 50+ single parent raising teenagers and grandparents raising grandchildren have all been introduced and are in addition to the families that are referred to us by DPSS & LEUSD and others in the community — all at income levels that fall within HUD and State low income levels Funds received would be used to continue to meet the need for these programs and expand them to assist additional families Many of the seniors in our community are on fixed incomes that have not increased at the same rate as the increase in housing and living costs in recent years The U S Census Report of 2000 indicates 15% of families 12 +% of seniors and 20% of those under age 18 in Lake Elsinore live below the poverty line We believe that our assistance with food costs is helping keep these groups in their homes avoiding homelessness Riverside County completed Homeless Surveys in 2005 and again in 2007 The results indicate that the homeless population in Lake Elsinore has reduced hopefully in part due to our programs All families that receive services complete the self certification paperwork We also distribute USDA commodities to qualified families each month in the Lake Elsinore area Due to HUD budget restrictions the deliveries are often scant — we purchase items each month to supplement the government food We average 300+ families (1000 individuals) at each distribution Agenda Item No 13 Page 63 of 117 C Provide a detailed description of the proposed use of the CDBG funds only (i a client scholarships purchase a specific piece of equipment rent supplies etc) CDBG funds will be used for the purchase of food for distribution to those in need in the community Funds will also be used for payment of rent and utilities for the food pantry at 29885 2 ° Street Lake Elsinore CA 92532 We partnerwith the Lake Elsinore School Distnct who arrange monthly food drives at the school sites Churches businesses and other organizations also hold drives during the year Local stores donate approximately 5 000 bread and bakery items to us each month CDBG funds purchase the items that are not donated to us such as milk eggs meats butter and other items on our set menu that are out of stock HOPE is an all volunteer group — no salaries or stipends are paid Volunteers use their own vehicles for the pick up of bread bakery and other food products — there is no reimbursement to volunteers for vehicle gas or maintenance costs The attached sheet Categories of Services (Aft IV C 1) lists the various programs we operate The published income levels control all programs and income is checked for each client CDBG funding in the current year by the City of Lake Elsinore is $15 000 In this application we have requested $25 000 and believe an explanation may be helpful During the past two years we have experienced a substantially increased demand for assistance Attached is a schedule (Att IV C 2) that illustrates the growth in our pantry activities In FY 2005/6 we distributed 61 821 meals via the pantry in FY 2006 -2007 the numbers of meals distributed increased to 103 608 and in the current year we have already distributed over 60 000 meals — if this run rate is maintained and it likely will be we are on track to distribute 180 000 meals in FY 2008/9 Increased funding will accommodate this growth D Outcomes and Performance Measures Number of clients or units of service to be provided using CDBG funds only during the term of the grant (1 year 2 year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) 1 s' July 2008 through 30 June 2009 Unduplicated number of clients projected to serve (e g 25 clients) 645 Units of service (duplicated i e 645 clients X 36 meals = 23 220 units of service) Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women X Men/Women /Children X Families X Seniors X Severely Disabled Adults Range of children s ages 0 18 ❑ Migrant Farm Workers X Homeless Agenda Item No 13 Page 64 of 117 E What are the goals and objectives of the protect service or activity? How will you measure and evaluate the success of the protect to meets these goals and objectives? Our principal goal is to work with families in need and to ensure they do not go hungry We also work closely with the local DPSS and LEUSD SAFER offices that refer clients in need to our facility Local churches are fully aware of our services and also refer clients to us In addition to the pantry service we also operate a bread ministry where we pick up bread and bakery items each day from stores and partner with 10 local organizations to distribute the items in the community — we are now distributing approximately 5000 bread and bakery items per month to programs such as The Senior Center Headstart Fishes & Loaves etc In recent years we have established partnerships with stores and retail outlets that now regularly donate new clothing and household goods to us for distribution within the community We work regularly with the following local organizations in support of their direct activities DPSS (Lake Elsinore) SAFER (LEUSD) Headstart (LEUSD) Senior Center (City of Lake Elsinore) Fishes & Loaves (Soup Kitchen) Victory Outreach (Rehabilitation Home) United Community Outreach (Rehabilitation Home) Pouring out Hope (Street service to the Homeless) Various local organizations in their Outreach programs We have established a partnership with the School District that enables High School students to complete their required community service at our food distribution each month In November 2006 we renewed our partnership with 2nd Harvest in Riverside (after an 8 year break) and are now distributing USDA Commodities (staples) monthly to low income families and seniors This has become a very successful program at which we are typically helping between 250 and 300 families representing over 1000 individuals All clients sign in at HOPE and complete the required self certification paperwork We total the sign in sheets each day and record the number of clients served and meals distributed The schedule we refer to in Para C above illustrates the success of the program Discuss how this oroiect will benefit low and moderate- income residents We continue to reach out to persons (seniors grandparents single parents and low income families) who lack the means to adequately purchase food and clothes for their families — we always attempt to offer our services while enabling recipients to maintain their pride and their dignity Many of our clients are living on a fixed income which has been severely impacted by the rise in rental costs in recent years Many would not have the money to purchase food without having access to our facility Our Outreach to the Homeless population removes the need for them to be on the streets asking for food or driving them to theft to satisfy their hunger Our Outreach to the Men s Homes enables their sponsors to take in more clients and assists these men in putting their lives back together Families in need are more easily able to pay their rents and utilities We believe that our services generally assist in lowering the crime rate in the community while allowing us to render care and compassion to those residents who would often be passed by We strongly believe the whole community benefits from our protect Agenda Item No 13 Page 65 of 117 G Respond to A& B only d this application is for a public service project (a) Is this a NEW service provided by your agency? Yes _ No X (b) If service is not new how will the existing public service activity level be substantially increased? In mid 2005 we increased the number of days of food each client receives from 9 days to 12 days The economy has resulted in more people requiring access to our services This is evidenced when reviewing the meals distributed via the Pantry FY 2006 61 821 meals FY 2007103 608 meals and (at the current run rate) FY 2008 over 180 000 meals In an attempt to continue to help more clients who are in need we have modified the qualifications for service and introduced additional Categories of Service — the changes we effected have enabled us to service more many more members of the community who are in need We have considerably increased our Outreach activities via partnerships to reach the homeless low income families at the commodities food distribution and trailer parks as well as the three rehabilitation homes — all of this is beyond the original food pantry service program it is our wish and intent to continue to increase such activities and increased CDBG funds will assist us greatly in achieving this goal In recent years we increased our Holiday programs in the distribution of food baskets at both Thanksgiving and Christmas resulting in over 700 baskets Hot Meals were delivered to shut in seniors low income families trader parks and the homeless at Thanksgiving In all we believe we reached over 2000 individuals on Thanksgiving Day We also continued our Christmas Toy Ministry and in 2006 were able to distribute over 3000 gifts to children In early 2006 we re- introduced our Clothing For Kids program and are now helping around 50 school kids a month with their clothing needs This program is supported by several local stores H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate? During recent years we have been very active in the community with the goal of raising the awareness of our services a) H O P E now appears before the Lake Elsinore City Council 3 or 4 times a year and updates the Council and the residents of our programs and our progress b) We agree an annual listing for each of the schools in the LEUSD to participate in a monthly school canned food drive This alerts each school family of our activities In the last School Year the District schools collected over 25 000 cans for distribution by H O P E We work closely with the School District departments that focus on families in need and have an established referral program with them Agenda Item No 13 Page 66 of 117 c) One of the major partners we have for identifying those in need is the local DPSS office When clients visit their office for assistance they refer clients to HOPE for help during the processing time between applying for assistance and receiving assistance This is a long standing partnership that operates very effectively d) We partner with several local Ladies Clubs who have drives by food item each month for H O P E — again alerting the community to our activities e) We work with a local Health Club on an annual food drive — this has been very successful and we are looking to extend this to other clubs in the area f) In late 2004 wejomed the Lake Elsinore Chamber of Commerce and attend their monthly meetings to brief the business community on our achvibes We have also partnered with the City the Chamber and the DMA at the monthly Car Show and are able to generate $400/$500 a month for food purchases g) We attend Rotary Club meetings and outline our programs which are supported by Lake Elsinore Rotary h) We work with the Lake Elsinore Historical Society on distributing donations they do not require to those in need i) We have established new partnerships with several churches in town where we are able to assist families they know have a need We are also on an ongoing basis increasing our outreach and involvement with additional local churches 1) We attend the LEUSD SAFER (Students And Families Essential Resources) Collaborative meetings and brief participants on the available services k) We partner with a local homeless ministry 1) Following the resumption of the USDA program for the Lake Elsinore area we have during 2007 merged our Street Food Bank with the USDA Commodities distribution each month and are now reaching 300+ families each month Many of these families also qualify for CDBG and are advised of the program at the distribution We believe there is still much to be done in reaching those in need in our community and continue to work diligently to identify additional seniors and families We cannot stress the huge need we see and the absolute need for ongoing and hopefully increased funding to allow us meet the need Agenda Item No 13 Page 67 of 117 What evidence is there of a long term commitment to the proposal? Describe how you plan to continue the work (project) after the CDBG funds are expended? HOPE is now in its le year and we anticipate continuing for many more years During the fiscal year 2006 2007 CDBG funding accounted for approximately 25% of our cash budget Whilst this is a significant proportion of our funding we believe additional funding from other sources members of the community local businesses churches corporate grants City of Lake Elsinore and our own fundraising will ensure our continuation We would also mention the very high support we receive from the community in donating food items to us The School District with over 25 000 food items other drives in excess of 10 000 food items and the local stores with in excess of 60 000 bread and bakery items Our latest 990 tax return indicates that the grant percentage would be closer to 11 % of activities when taking account of the value of in kind donations It is our very strong belief that this program is a partnership between the Community the City and the County and it is in the interest of all parties to see the program continue to serve those in need V PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORY Benefit to low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low - moderate income persons by providing information in either A B or C A. Area Benefit- The project or facility serves or is available to all persons located within an area where at least 51 % of the residents are low /moderate -income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT BG CT BG CT BG CT BG CT BG CT BG # Total population in Census Tract(s) / block group(s) # Total low moderate population in Census Tract(s) / block group(s) Agenda Item No 13 Page 68 of 117 B Limned Clientele The project serves clientele that will provide documentation of their family size, family income, and ethnicity Identify the procedure you currently have in place to document that at least 51 % of the clientele you serve are low moderate income persons Our pantry volunteers service senior and low income clients at the pantry on Tuesday Wednesday and Thursday of each week between the hours of 9 a m and 12 45 p m All services are available during these hours Clients do not need appointments —they are serviced on arrival at the door Some seniors are no longer able to visit the pantry —we have established a delivery service for these clients —approximately 35 per month We also deliver food regularly to the homeless in the downtown area 100% of the clients we service are low income Senior and low income clients arrive at H O P E and complete the sign sheet — the reception staff locates the file and determines that the family details have not changed from previous visits if there are changes the file papers are amended accordingly Income verification occurs on the first visit and documentation retained on our files to support income We utilize CDBG self certification paperwork for all clients each month — even if CDBG funds for the year have been fully expended If the client has not visited H O P E previously then a file is created The order is placed with the pantry staff that then prepares the order in accordance with established printed menus that indicate the quantities of food to be taken from the pantry shelves to meet the 3 meals per day for 12 days goal Homeless clients who are serviced on the street do not complete the full paperwork but we do maintain a record of the individuals and the dates of service C Clientele presumed to be principally low and moderate income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed project or activity must directly benefit an identified slum and blighted area Is the protect located in a Redevelopment Area? _Yes _ No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum/blight Also documentthe specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2 Exhrbrt 1, 2 etc) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit, Category 3 Exhibit 1 2 etc ) Agenda Item No 13 Page 69 of 117 VI FINANCIAL INFORMATION A Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senior Nutritional Program The total cost of the program is $1000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and /or other income of the center will pick up the remaining costs for the program) TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel A Salaries & Wages $ $ B Fringe Benefits $ $ C Consultants & Contract Services $ $ SUB TOTAL $ $ II Non Personnel A Space Costs $ $ B Rental Lease or Purchase of Equipment $ $ C Consumable Supplies $ $ D Travel $ $ E Telephone $ $ F Other Costs $ $ SUB -TOTAL $ $ III Archdectural/Engineenng Design $ $ IV Acquisition of Real Property $ $ V Construction/Rehabilitation $ $ VI Indirect Costs $ $ TOTAL $ $ 1POPY OF HOPE BUDGET IS ATTACHED — Attachment V/ Agenda Item No 13 Page 70 of 117 B Leveraging Identify other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc) If commitments are pending indicate amount requested and attach documentation regarding previous year's funding Amount Date Type of Funding Source Requested Available Commitment Our principal area of leveraging is illustrated on the budget document attached We receive regular donations from various groups in the community – individuals churches businesses etc Whilst there are no commitments in place the support has continued to exist and grow over the past 16 years C Provide a summary by line item of your organization s previous years income and expense statement (Attachment VI-C, Exhibits 1 2, etc ) See attachment VI C Exhibit 1 – June 2007 Income & Expense Statement & Balance Sheet D If this project benefits residents of more than one community or jurisdiction have requests been submitted to those other jurisdictions? Yes —X._ No if yes identify sources and indicate outcome CDBG funding was approved for 2007 2008 by the County of Riverside and the City of Lake Elsinore E Was this project previously funded with CDBG funds? Yes X No If yes when? CDBG has funded HOPE for many years Is this activity a continuation of a previously funded (CDBG) project? Yeses Prior year CDBG funding was City of take Elsinore $15 t1o0 County of Riverside 1' District – $10 000 If yes explain Agenda Item No 13 Page 71 of 117 VII MANAGEMENT CAPACITY A Describe your organizations experience in managing and operating protect or activities funded with CDBG or other Federal funds Include within the description a resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Amount Source Active Year Allocation Expended HOPE has received CDBG funding for many years and has consistently achieved the HUD required standards Our systems are created to meet CDBG reporting standards for all clients B Management Systems Does your organization have written and adopted management systems (I a policies and procedures) including personnel procurement property management recording keeping financial management etc We have adopted extensive policies and procedures All clients complete full self certification paperwork and all visits are tracked All bread and bakery items are logged in and out of the facility and detailed records are maintained All donations are recorded and acknowledged to the donor An outside accountant prepares monthly Financial reports C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII-C Exhibits 1 2 etc.) See narrative below THE ASSEMBLY OF VOTING MEMBERS This body meets monthly and oversees all activities within the agency The Chairman is Ron Hewison who conducts the monthly meetings during which the Assembly considers all business items relative to the corporation Example Agenda items include a Nominating and Electing the Corporate Officers b Approving the annual budget and regular expenditures c Appointing sub - committees d Reviewing monthly reports on the Agency activities e Reviewing and revising policies and procedures f Monitoring the progress of our Outreach activities g Approving and monitoring the outcome of all decisions that impact the effect of H O P E within the community h Reviewing HOPE programs and amending as required Agenda Item No 13 Page 72 of 117 THE FRONT OFFICE The front office is responsible for ensuring that clients receive the correct H O P E service level contained within our Categories of Service schedule Other specific tasks performed are a Assisting with client registration paperwork b Ensuring accurate records of clients are maintained and filed c Responding to all correspondence and telephone requests d Reviewing the content of the regular menus e Training and Scheduling Office and Pantry staff f Acknowledging all donations g Tracking client visits and CDBG reporting Joanne Riley (Tuesday) Barbara Alongi (Wednesday) and Sharon Searle Thursday) staff our Front Office THE PANTRY OPERATION The Pantry is responsible for maintaining a ready supply of the foods required for our daily operations and making up the orders by a Organizing the layout of the pantry b Reviewing the donated goods and supplementing supplies c Supervising the pantry volunteers when filling food orders d Ensuring the pantry shelves are regularly and accurately stocked e Maintaining high standards for neatness and cleanliness in the pantry f Completing all orders that have been processed by the front office THE SENIOR PROGRAM Our Senior Program falls under the overview of Mitch and Virginia Marshall (themselves seniors) They maintain telephone contact with the Seniors and deliver to the shut ms each month THE BACK ROOM (RECEIVING) Our back room (receipt of food and bread donations) is manned by Able Trevino Albert Monson and Gary Barker Agenda Item No 13 Page 73 of 117 D Should the applying entity be awarded CDBG funds identify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE COMPLETION DATE 1 July 2008 through 30 June 2009 APPLICATION CERTIFICATION Undersigned hereby certifies that (initial after reading each statement and sign the document) The information contained in the project application is complete and accurate 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the project funded in full or part by the CDBG program 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and /or operated for the approved use throughout its economic life 5 if CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the project as described within a reasonable bmeframe 6 On behalf of the applying organization I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and /or written Board Approval signed by the Board President) Print Name/TAle Authorized Representative Signature Ron Hewison — Chairman & CEO DATE 9 November 2007 Agenda Item No 13 Page 74 of 117 October 22, 2007 ASSEMBLY OF VOTING MEMBERS October 15, 2007 RECORDED NUN=S OF SPECIAL MEETING Chairperson, Ron Hewison, called a special meeting of the ASSEMBLY OF VOTING MEMBERS of H O PE, INC to order on Monday, October 15, 2005, at 10 00 a in The purpose of the special meeting was to approve Ron Hewison, Chairman, to sign the CDBG Grant Application for fiscal year 2008 -2009 and submit the completed application to Riverside County, Economic Development Agency The Chairperson entertained a motion of approval The following motion was made and seconded We, the voting members present of H O P E, Inc approve Ron Hewison to be the authorized signer for H O P E, hic of the CDBG application for FY 2008 -2009 After a brief discussion, the motion passed by a unanimous vote of those present Respectfully submitted, 1�av� I^k � Joanne Riley, Secretary Agenda Item No 13 Page 75 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT X ❑ II 1 Board of Directors X ❑ II 2 Articles of Incorporation and Bylaws X ❑ III Project Activity Map — for area of service X iV 2 "d map showing location X ❑ IV B 1 Project Description X IV C 1 Categories of Service X IV C 2 Meals Distributed — 2 Year comparison X ❑ V Project Benefit Category 2 Slum Blight Documentation X ❑ V Project Benefit Category 3 Urgency X VI 1 HOPE Budget and CDBG request by line item X ❑ VI B Leveraging X ❑ VI C Income and Expense Statement X ❑ VII C Management Capacity Agenda Item No 13 Page 76 of 117 W w w ti O Ali 9 Vl IWO a w O A�W E W W AtTA�Nnnf.�1T 11 1 0 v N Q GL t 0 a N ti a M H a w a 0 h N Agenda Item No 13 Page 77 of 117 � � x m U L ° °i 0 s Oa �? � d a :Yi Qtr Ci t, 00 O O r- O O 00 O O 00 O O t, O O N N N N N N W N O N G h O � O �Q C h O N N N N N W U � U U m ti d AtTA�Nnnf.�1T 11 1 0 v N Q GL t 0 a N ti a M H a w a 0 h N Agenda Item No 13 Page 77 of 117 0 J O O N W LL_ z D W w O z N J W W Y R genaa INTTA W MCAT 111 P1LO�GI+T (KrNYl� n Item No 13 Page 78 of 117 Arr rAc%mc 4 s �� Mo >1 u►t�o«1 0 s9op� IV U) .; b Sm .Y A 9 lb cu we 40V O pL m4� �SF� G (° Cj x #dZw CO !g janjlS,a7 h ul N f t 4q \ i Js R &ash�a c ED f �0 X41, OD M �t d 1 � t Agenda Item No 13 Page 79 of 117 Attachment IV C 1 He O.P.E. (Helping Our People in Elsinore) CATEGORIES OF SERVICE (As at 1 'August 2007) 1 STANDARD REFERRAL MINISTRY Distributing 12 days, 3 meals per day, balanced, (also sugar free, fat free and salt free), packaged meals, low income families /individuals in need of food by referral from the DPSS, local churches, police department, doctors and area schools. Substantiating documentation is required 2 60 PLUS PROGRAM Making available to low income seniors 60 years of age and older with a 12 day supply of food each month 3 LEUSD SAFER PROGRAM (Students & Families Essential Resources) Cooperating with public school officials to aid with food in situations where school families are in need of immediate and special assistance 4 SINGLE PARENT WITH TEEN CHILDREN Provide 12 days of food per month to single parents raising teenagers DPSS, H O P E or SAFER qualify the family and issue an "ANNUAL" Referral 5 GRANDPARENTS RAISING GRANDCHILDREN Provide 12 days of food per month to Grandparents raising grandchildren Please refer the Grandparent to ILO P E who will qualify the family for services 6 50 PLUS DISABILITY PROGRAM Provide 12 days of food per month to qualifying individuals or families 7 HOLIDAY DINNERS PROGRAM Distributing 600 to 700 turkey boxes with accompanying meals to low income families and seniors during Thanksgiving and Christmas A `hot meal' delivery service is also offered 8 BREAD OUTREACH MINISTRY Contributing bread products on a weekly basis, we have the freezer capacity to hold until needed, to the following community organizations (a) Various local church related food and meal programs (b) Head Start Pre-school sites within the LEUSD (c)Lake Elsinore Senior Center 9 MENTALLY ILL PROGRAM Working closely with the Intervention Team of the Riverside County Department of Mental Health, coordinating efforts to provide meal programs for the mentally ill living in our designated area 10 MINISTRY TO THE HOMELESS Providing emergency food supplies to homeless persons 11 EMERGENCY DISASTER RELIEF MINISTRY Helping families who suffer sudden and unexpected loss due to catastrophic incidents Agenda Item No 13 Page 80 of 117 A q ti ti W 0 d a O fi W LN S ti U O O N It 2 Q � N H r `0 o 00 qt N N N o N r- N 00 Cl i M 00 0000 N 0000 N 0 o N M N � o ao 0 0 N H ° N M 0�0 N V� 0 o •-a 00 tA Z C) N M r P.� C Lo Agenda Item No 13 Page 81 of 117 r c� C> o fi A ° �o °° O C U FC N V M ON C, O= O O p 0 0 0 0 0 0 0 0 0 0 0 0 0 00 O V'> V 0 0 ° 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O N N N O O O H 0 0 0 0 0 G .-. .,. .-- i.-+.r �y�N. --� � NM N.. MN N „Nr N �--�MN h� N t� 00 7 p 0 0 0 0 O C p 0Op O O O y°j p p o0 N O h O O O O O O O O 00 O V1 V1 l� N 0 N N 0 0 0 0 777000 N kn N N "' N .. N N 3 N a 2 � y o N m N O C a V kn 00 1O V1 l� as V1 .may V1 M w 00 �p V vl N N M O � al i. N N N N . N O V � y O O N b0 o O o O O O o p O w 0 0 O Clq N N N M N O O N O O O N N N N '""' l� •--� •-" •--� h N O N N N w Q b ^ i E O a W .�. r. iyd� vl 00 Qi tn C, 00 W M G W O h vti ^o" C b VNl M M N^ 00 N M 0 h N Q s M M �. N l� a O O a n go 0 O Ol vi o0 .M-i C O N p 'r a OV Nn. 00 M V� W M Vt p� S. O Q l� a .�. N N .Nr M •--� M n rn N N .Mr N le N .r b N W Q N m N 6 8 C M Gn 0 w co w '� d Gam'. a O iC O O O in e y o a a m ai U rx .. W d y .`�. A o A o ° c°�i m as a L] a o Dugri � 0�� A a aQi j .3 o m ar c y a W 5 o ;j cc y mUaaUC a $ a a Ww�04>> goo glirded No 13 of 117 rl U n O N 6�0 3 eC R 2 00 d 04 O N n O N d O d O O a` 4 "Y W a O Agenda Item No 13 Page 83 of 117 N N ' s y O O O N � a Q � H b � � O O O c�ry7 NN C ti O � d N 00 p cv U to i~ N O o M O O O p O C C O N as A to Q O a t3 Om n M N N M N G n ti �6q O Y 00 Q N M y y U 3w ¢ a C Q' in 7 N M r l N t- N O O a C O a S b O N O �A 00 ti N N W N O O N l-. N v� v O o v O v iA V1 �p N %0 �A N 0 cz N N M 7O\n p n b 7 n M N a eq en en O a Q Q ., a x $d �d r a c i is s w a oo pj o 7 con 0 HO d a AUO V Agenda Item No 13 Page 83 of 117 N N ' s y O O O N � a Q � H b � � O C d p cv U to i~ 2� C. O O to p O C C O N as A to Q O a t3 O N W U G w O O O ti �6q O Y 00 Q N QQQ Y O y y U 3w ¢ a z Agenda Item No 13 Page 83 of 117 Agenda Item No 13 Management Purposes Only Page 84 of 117 I RTTP Cb1M6r1T Page 1 HOPE Inc Vt_c. Income Statement F—" For the T elve Months Ending June 30 2007 Current Month / Year to Date / Revenues Income Business Donations $ 000 000 $ 4 334 00 692 Income Church Donations 41600 1278 10 223 00 1631 Income Grants 000 000 23 982 50 3827 Income Donations Individuals 500 015 9 594 22 1531 Income Service Organizations 1 60000 4914 3 456 61 552 Income Fund Raisers 1 235 00 3793 2 948 63 4 71 Income Gift Certificates 000 000 225129 3 59 Income NonEvent 000 000 3 600 00 5 74 Total Revenues 3,25600 10000 60,390 25 9636 Cost of Sales Food Purchases 2 209 28 6785 25 344 93 4044 Holiday Food Purchases 000 000 1 640 00 262 Total Cost of Sales 2,209 28 6785 26 984 93 4306 Gross Profit 104672 3215 33 405 32 5331 Expenses Building Rent 1 240 00 3808 14 960 00 23 87 Maintenance Expense 9104 280 3 717 54 593 Office Supplies & Expense 1312 040 95792 1 53 Postage 000 0 00 49620 079 Car Gas/Mamt Expense 42535 1306 2 650 58 4 23 Van Insurance 000 000 73702 1 18 Telephone Expense 131 18 403 1 71628 274 Utility Expense 71297 2190 9 19915 1468 Advertising 000 000 1 007 69 161 Business License 000 000 2500 004 General Insurance 000 000 1 312 63 209 Tax Expense 000 000 6000 010 Equipment 000 000 1 61778 2 58 Fund Raiser Expense 150 18 461 475 18 0 76 Miscellaneous Expenses 000 000 19000 030 Contingency 000 000 24500 039 Total Expenses 2 763 84 8488 39 367 97 62 82 Sub -total Hope Income/Expense $ <171712> <52 74> $ <5 962 65> <9 51> Donations Clothing for Kids $ 000 000 $ 2 278 00 364 Clothing Expenses CFK 000 000 3 922 43 626 Office Expenses CFK 000 000 4617 007 Sub -total Clothing for Kids 000 000 <1 690 60> <2 70> Total Net Income $ <1717 12> <52 74> $ <7 653 25> <12 21> Agenda Item No 13 Management Purposes Only Page 84 of 117 Current Assets Cash In Bank General Cash in Bank Clothing for Kids Gift Certificates /Petty Cash Total Current Assets Property and Equipment Total Property and Equipment Other Assets Total Other Assets Total Assets Current Liabilities Total Current Liabilities Long Term Liabilities Total Long Term Liabilities Total Liabilities CADltal Beginning Retained Earnings Retained Earnings Net Income Total Capital Total Liabilities & Capital HOPE Inc Balance Sheet lJune 30 2007 ASSETS 13 030 80 56934 2 232 11 12 507 55 10 977 95 <7 653 25> 15 832 25 000 000 $ 15 832 25 000 000 000 15 832 25 $ 15 832 25 Unaudi ed For Management Purposes Only Agenda Item No 13 Page 85 of 117 b MIChelle's Place The Women Breast Cancer Resource Center November 9 2007 Dear CDBG Committee 41785 Elm Street Suite 305 Murneta CA 92562 Phone 951 304 1280 FAX 951 304 1279 vi w michellesplaceorg info @michellesplace org RECEN'- ` NOV 1 3 1UU1 Communilv rx Michelle s Place Women s Breast Cancer Resource Center located in the City of Mumeta respectfully offers its gratitude to the members of the Community Development Block Grant Committee for making this funding available to qualified non profit organizations within the community Our presentation will tell a wonderful story of six years of operation wherein our ability to provide assistance to women who are unemployed under employed uninsured or underinsured or who are a battered spouse homeless illiterate or a migrant farm worker is unmatched within the Riverside County community and is unparalleled in demand and is growing With the financial assistance of CBDG funding we have designed an approach which will allow our services to be city specific and specific to the women within the community in terms of meeting their needs for care Our fob is to provide Breast Cancer Awareness and support/medical services specifically designed to give women and opportunity to live a long and productive life Thank you for this life changing opportunity Sincerely Kim Goodnough Executive Director Mission Statement Agenda Item No 13 Provide emotional and educational support to those touched with breast Page 86 of 117 cancer and facilitate breast health care services City of Lake Elsinore Community Development Block Grant Program 2008 2009 Application Form 1 General Information Applying Entity or Agency Michelle s Place Women s Breast Cancer Resource Center Location 41785 Elm Street Suite 305 City Murrieta Zip Code 92562 Mailing Address Same as above Zip Code 92562 Telephone number 866 304 1280 Fax 951 304 1279 Executive Director Kim Goodnough Title Executive Director E mail koodnough@michellesplace org Program Manager Same as above Grant Writer Deborah Truax Title Market Analyst/Funding Telephone Number 760 345 6000 E mail deb92201 A msn com I 1 Organizational History 111 Date organization founded 2000 Date organization incorporated as a non profit organization 2001 Federal identification number 33 0951216 State ID # C 2267780 Number of paid staff 5 Number of volunteers 85 Attachment Current Board of Directors — Attachment 11 1 Articles of Incorporation and By Laws — Attachment 112 Protect Activity CDBG Funds Requested $20 000 00 (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity) Activity will occur in the city of Murrieta specifically Funding from the CDBG is used exclusively to work with women who live in the community who are categorically underserved and uninsured and at risk of developing breast cancer as determined by age physical history etc Countywide (check if project will serve multiple districts and/or cities) No City/Cities No Community(ies) No Regions No Other No What Supervisonal District does the activity occur within? District #3 Check only the applicable category your application represents Public Service 1 Agenda Item No 13 Page 87 of 117 C w, of I ak(, i Isinorc ( ommunil� DLct lopm�nt Block (want fiogram 2 )08 2009 1ppl c ttion IV Proiect Narrative A Name of Project Breast Cancer Awareness/Treatment Specific Location of Project 41185 Elm St Suite #305 Michelle s Place Women s Breast Cancer Resource Center Street 41785 Elm Street. Suite 305 City Murrieta Zip 92562 B Project Description Michele's Place, Women's Breast Cancer Resource Center will provide breast cancer awareness and support/medical services specifically to the women of Lake Elsinore who are uninsured underinsured, economically disadvantaged, and/or unable to afford primary care by providing initial assessments follow up care, access to breast cancer awareness education patient navigation diagnostic services support and community awareness This service will be paid for by the Community Development Block Grant made available to the community of Lake Elsinore by the Board of Supervisors of Riverside County Through a community needs assessment, Michelle s Place Women s Breast Cancer Resource Center has identified the following needs as a true and accurate reflection of the underserved population in the area referenced above All of the services are paid for by the CDBG funding as they specifically focus upon the needful women in Lake Elsinore • Project focusing on breast screening/treatment services among uninsured and under insured residents of Riverside County • Project focusing on breast health education among low income and/or women of all ages who are at risk for breast cancer in the community of Lake Elsinore located in Riverside County • In addition, projects that focus on breast Health education among cultures more at risk for a later diagnosis— I-Iispamc/Iatma, Women with Disabilities and African Americans in Riverside County • Project focusing on providing support/transportation services to breast cancer survivors in Riverside County Agenda Item No 13 2- Page 88 of 117 t it of I ahe I hmore C ommunttti Dc k �lopmcnt Block Grant 11togram 2008 2009 �ppltc, ttton C Description of the proposed use of the CDBG Funds The program will establish a core group of women within the community of Lake Elsinore whose medical need reflects the capabilities of Michele's place, Women's Breast Cancer Resource Center The women who fit within our financial assessment and who are in need of a professional medical assessment of their breast cancer prognosis and or diagnosis awareness treatment and education are the primary receivers of care paid for by the funding provided by the Community Development Block Grant The clients will also benefit from • Complete initial clinical and needs assessment at time of enrollment • A detailed individualized plan of care • Education regarding disease process, treatment modalities and psycho social issues • Provider liaison to ensure timeliness of appointments and care • Referrals to community resources • Facilitates free diagnostic services • Insurance %lawns assistance • Basic needs resources including transportation, in home services meals and other support services D Outcomes and Performance Measures There are over 19,250 women living in Lake Elsinore according to the latest statistical numbers, out of a population of 40 985 Of those contained within the population number, 6 81% are within the income level of residents living in poverty When divided in half as is demonstrated by the average mix of males and females the result is 3 45% which reflects the percentage of females in the population pool living in poverty As these are at Iugh risk of developing breast cancer — due to age and other health factors and fit the immediate guidelines for financial assistance in terms consistent with the outlines of this funding they are the target population of this endeavor Our goals and objectives are to isolate 300 women from a rudimentary pool of 9,625 or one half of the population who are of the age where breast cancer occurs and who fit the protocol Our intent is to provide each woman with Mammograms CBEs and 6 Educational Encounters within a one year period At the end of the year we hope to be able to state categorically that every woman within the sphere of influence of the community of Lake Elsinore is screened for breast cancer and are in the database for a follow up exam the next year The women diagnosed with breast cancer will continue to receive medical care paid for by Medicare Agenda Item No 13 - 3 - Page 89 of 117 Cat-, of I ahc I kniore ( ontntunil, Dw �Ioprrnnt lAlock (,rant Piocram 2008 2009 �pphs, mon Number of clients and units of service to be provided during the term of the grant — i year Our intent is to provide 300 Mammograms 300 CBEs and 6 Educational Encounters Length of project 1 year Unduplicated number of clients served 300 Units of service 900 Service is provided to Women/Migrant Farm Workers /Homeless/Umnsured/Under Insured/Unemployed/Under employed E Goals and objectives of the protect Our goal identify 300 women within the community of Lake Elsinore who are in need of access to breast care resources Our objective quantify their specific breast care needs and provide appropriate medical care education and intervention Manner of Measurement Our entity has a unique computer system The system allows the organization to track each person who receives care by day date care who they saw when they saw them follow up tuning and identity of the process used to find them and how services were paid — such as CDBG funding from the Block Grant In this way we are able to not only identify each women, but we can graph the reports to represent who they saw when they saw the doctor what occurred, and what their test outcomes were and what follow up care they received, and when a follow up reminder will be mailed and the source of the funding winch paid for the services rendered to them within a specific time frame In this way we can plan our approach to identify the neediest within the community — their age education level income level etc and project funding needs Our reporting capabilities are on par with universities around the country who report on issues affecting breast care, research, and venue F Discuss this project s benefit to low and moderate income residents to be served Breast cancer is a major cause of cancer mortality second only to lung cancer as a cause of cancer death in women The five year survival rate for localized breast cancer has increased from 80 percent in the 1950s to 98 percent today Mammoeraphy has led to cancers being detected earlier, when early treatments may be more effective A greater understanding of the molecular biology of breast cancer has led to new post surgical treatments Many of these agents have led to decreased mortality and disease recurrence Agenda Item No 13 4 Page 90 of 117 C itc of 1 akc f kwon C onimunitt M% ol7mcnt Blot Omni Nogram 2008 2009 �\ppllcItion As the therapeutic effectiveness of these drugs has been verified and is included in professional treatment guidelines their cost effectiveness is being investigated Cost - effectiveness is measured not just in life years gamed but is adjusted also for the ouality of life gamed Tbs combination is expressed as a quality adjusted life year (QALI) The ratio of cost to QALX is calculated to provide a quantitative estimate of the cost- effectiveness of a therapy Based on three year follow up of a recent clinical trial the addition of specific drugs has been projected to unprove significantly the long term survival of early HER2_positive breast cancers Cost effectiveness also has a burden of responsibility upon the community Last year $8 6 billion went uncollected because the hospital which provided services was not paid for services rendered The cost of quality carp for a woman with breast cancer who is unemployed, or under employed, figured into this deficit on a prenuum basis From tins cost effectiveness scenario it is clear that a women who cannot afford treatment for breast cancer even the basic of care will influence a community with much more negative financial force if the disease is not caught in time How does any aspect of financial assurance benefit the community in winch a poor under educated uneducated, under employed or unemployed individual live9 In today s health care market the majority of underemployed individuals have children rent an apartment, and work full tune in a low paying job without medical insurance They do not see a physician for themselves or for their children s medical needs unless it is an emergency By the time a women has an emergency with breast cancer her life expectancy is reduced four fold Actually when a woman reaches the age of 70 and breast cancer is detected the care outline indicates that her life span does not increase when treated for the cancer However a younger woman can save her life and her family s sense of security by early testing and treatment where necessary Cost effectiveness when combined with monetary resources provided in a non profit atmosphere and when excellent medical tests are accomplished and the Increases 4 to S told even with a positive test result for cancer Her ability to raise her children keeps them out of the courtruvenile system, thereby reducing the cost to the county and state for remediation of her children her ability to upgrade her employment by partaking of educational opportunities promotes her capabilities and keeps her being a productive member of the community for years Our program promotes early detection and early treatment for women of all ages specifically those who are uninsured underinsured, economically disadvantaged and/or unable to afford care The cost for treatment and association with an organization such as Michelle s Place is calculated to be approximately $0 74 per Women, per treatment Agenda Item No 13 5 Page 91 of 117 tm >t I ahc I kworc oiimiuna� DJ v,dopm,.nt Illotk Orant Program 2008 200) \.Pp r itton Attachment IV B Project Description is not required G Respond only if this application is for a public service project (a) Is this a NEW service provided by your agency NO (b) If service is not new how will the existing public service activity level be substantially increased? As Michelle s Place continues to be one of the Inland Empire s sole providers for diagnostic services to uninsured women, it is important for Michelle's Place to continue presenting and admimstertrg_ this nroUam All aspects of our program is an extension of Michelle s Place mission, winch is to provide emotional and educational support to those living with breast cancer and facilitates services for breast health. An extensive database has been created to document all participants entering the Michelle s Place Care program Through this database staff and volunteers are able to track the care provided to each participant In 2004 the Care Coordinator program was introduced to the community 357 participants enrolled in the program An additional 425 women sought support information, or other forms of resource from Michelle s Place Over 100 of the enrolled participants received a diagnostic service Five women were diagnosed with breast cancer All five of the women were less than 40 years old 85% of women enrolled in the program were less than 40 years old and in need of diagnostic service because they were symptomatic In 2005 services and enrolled participants more than doubled 784 participants were enrolled in the program An additional 2 485 services were provided to women needing information, referrals wigs prosthesis and support More than 300 diagnostic services were provided through the Care Coordinators program Eight women were diagnosed with breast cancer and 5 of time women were less than 40 years old 90% of the women seeking diagnostic services were less than 40 years old and symptomatic In 2006 services and enrolled participants again doubled 1 183 participants were enrolled in the program 5 912 women received support services and 10 women were diagnosed with breast cancer 85% of the women receiving diagnostic services provided by Michelle s Place coordinated programs were less than 40 years old As these numbers reflect, the need is rising for breast health services, for all women Another need reflected in data collected from our participants is for basic needs services Through our ongoing support services volunteer survivors have found that women going through treatment are in need of basic needs such as food, transportation childcare and financial assistance A new component of the Care Coordinator program will include providing these resources to women enrolled in the program The services provided by Michelle s Place are not new With the funding we have onboard we are able to expand our capabilities to meet demand Agenda Item No 13 6 Page 92 of 117 t itti of 1 akc I knior ( omniuntlti llt,%Jopm�nt Block Grant Pio6ram 2008 3009 %ppf i0 ition H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate9 To assure compliance with tins important aspect we are applying for funding through the CDBG program available from the County of Riverside Requested funding is in the amount off $10 000 00 Funding is used to pay for radio television, newspaper and billboard advertisement to recruit women who are in need of services In addition, radio talk shows local television shows and speakers bureau all become involved in tins very vital aspect I What evidence is there of long term commitment to the proposal9 Describe how you plan to continue the work (project) after the CDBG funds are expended? Michelle s Place is pleased to announce that based upon the quality of our work, and the results of our labor and commitment, the following organizations have seen fit to fund our needs 1 2006 /2007 Inland Empire Susan G Komen Foundation — 171 554 00 — 2 Care Coordinator Program 2005/2006 $114 070 — 3 Care Coordinator Program 2004/2005 $90 703 00 4 Bank of America, Neighborhood Excellence Award $200 000 (November 2007 November 2009) 5 Vons Foundation $10 000 (2007)- Funding diagnostic services to women less than 40 years old 6 Rose Foundation $4 OOQ (October 2007) — Funding screening mammograms for uninsured women of any age 7 The Community Foundation, serving Riverside and San Bernardino Counties $10 000 — Funding diagnostic breast health Our capabilities and experience is clearly indicated Our plan for the future and our commitment to the women within the community of Lake Elsinore who have immediate and long term needs is to maintam the standards upon winch we have based our success When the CDBG funds are gone there remains numerous women without the benefit of a monetary ability to recognize or treat breast cancer Funding is always needed but whether is it from one source or another the focus is on the women who are in need and our ability to help them Our commitment is to our ability to help women deal with breast cancer and our gratitude is to those who provide the necessary funding Agenda Item No 13 7- Page 93 of 117 C itti of 1 al.c i kmorc (onimumt� D %Jopm�nt 13to(k (rant Program 2008 3009 aPpht itIon V PROJECT BENEFIT All CDBG fimded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective Categoa 1 Benefit low moderate income persons (must be documented) Please identify how you plan to document the persons to be served are low moderate income persons by providing information in either A B, or C A. Area Benefit — Category not applicable B Lumted Clientele — Category not applicable C Clientele presumed to be principally low and moderate income persons The activity will benefit • Battered spouses • Homeless persons • Illiterate adults • Migrant farm workers Describe your clientele to be served by the activity Providing breast care /exams and education, and associated activities affects/effects the under- employed, the unemployed, uninsured, the under insured, economically disadvantaged, and/or those who are unable to afford care as well as the homeless, the illiterate, and the migrant farm worker Our care and outreach will be available to individuals who are young old mfirmed by accident, disease or nature Category 2 Prevention or Elimination of Slums and Blight Not applicable Catmory 3 Documented Health or Safety Condition of Particular Urgency Not Applicable Agenda Item No 13 Page 94 of 117 ( it-, off akc I lsuwrc (oitmiunii� D;,N Jopm�nt Block 6raiit [Ito( am 2009 2009 1ppllt, Ition VI Financial Information VI A. Proposed Project Budget Total Budget CDBG Funds I Personnel (Includes CDBG Funds) Requested A Salaries & Wages Total $36 460 00 $20 000 00 Agenda Item No 13 9 Page 95 of 117 Program Coordinator J Goebel $832000 $4 160 00 2FTE(t)$20/lir x 52 weeks Breast Health Practitioner M Broad 2 FTE @ $30/hr x52 weeks $12 480 00 $6,24000 2 workers- each.2FTE@$10/hr x 52 wks $ 416000 $416000 B Fringe Benefits 0 0 C Consultants Bc Contract Services 0 0 Sub Total $24 960 00 $14 560 00 II Non Personnel A Space Costs 0 0 B Rental, Lease or Purchase of Equipment 0 0 C Consumable Supplies/Office Supplies $200000 $50000 D Travel 0 0 E Telephone $3 500 00 $3 5000 00 F Other Costs 1 Educational/Outreach Supplies $150000 $100000 2 PromotionaVMarketnig materials To market upcoming educational Outreach seminars Sub Total $11,500 $4 500 00 III Architectural/Enguieenng Design 0 0 IV Acquisition of Real Property 0 0 V Construction /Rehabilitation 0 0 VI Indirect Costs 0 $94000 Total $36 460 00 $20 000 00 Agenda Item No 13 9 Page 95 of 117 C its of 1 akc I ikon C oniniuntU Dc .Iopm�nt Block grant Pr ogram 2008 2009 Appiic, Ition B Leveraging Identify other funding sources (commitments or applications) for fundmg from other sources to assist in the implementation of this activity Attach current evidence of commitment (Attachment VI B Exhibits 12 etc Fundmiz Source / Amount Requested/Date Available/ TvDe of Commitment Inland Empire 171 554 00 2006/2007 Exam/Support Susan G Komen Foundation Care Coordinator $114070 2005/2006 Schedulmg/Pay Program Care Coordmator $90703 2004/2005 Scheduling/Pay Bank of America, $200000 11/07 11/09 Care/Exam/Support Neighborhood $ 10 000 2007-08 Overhead/Supplies Excellence Award Vons Foundation S10000 2007 Funding diagnostic services to women less than 40 years old Rose Foundation $4 000 10/2007 Funding screening mammograms for uninsured women of any age The Community $10000 Funding diagnostics serving Riverside and health San Bernardino Counties C Provide a summary by Ime item of your organizations previous year's income and expense statement (Attachment VI-C, Exhibits 1, 2, etc. ) D If this project benefits residents of more than one community oriunsdiction have requests been submitted to those other jurisdictions No Explanation While our program includes the communities of Hemet and Lake Elsmore each has their own CDBG program We are making application to each enh, n separately Our service will be dependent upon their fundmg of our application $ Was this project previously funded with CDBG funds? No Is this activity a continuation of a previously funded (CDBG) project No Agenda Item No 13 -10 Page 96 of 117 { it-, of I akc I kinorc ( omn)nntt� D) vv Iohm�nt Block £,rant Ptogram 200 2009 1pphf ttt {m VII MANAGEMENT A Describe your organization s experience in managing and operating project or activities funded with CDBG or other Federal funds Include within the description resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Amount Source Activity Year Allocation Expended Michelle s Place believes the experience of managing a project funded by Federal Funds will provide a solid base on which to expand services now and in the future as up until this opportunity no federal funding requirements has been made and none has been completed therefore no federal program oversight has been undertaken B Management Systems Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording/record keeping financial management etc As a non profit we are obligated to our members and Board of Directors for the smooth operations of our entity as they review all items relevant to the successful management of our resources income fund raising etc We are capable of managing our day to day business because of the policy and procedures that we have developed over the course of our service to the community C Capacity Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII C Exhibits 12 etc ) Kim Goodnough, Executive Director is the individual who is responsible for the implementation and completion of the proposed project, Please see attachment VII C for a complete organizational chart D Should the applying entity be awarded CDBG funds identify primary project objectives and goals Wing an Esturmted Timelme for Project Implementation Pease refer to the attached month by month activities outline sheet Agenda Item No 13 I 1 Page 97 of 117 t its of I alto I lymarc ( onmiunw, D? Nt Iopnla nt Block Grant Ptogyam 3008 1_009 �Ppla.1toll Program Ttmelme Primary project objectives and goals on a month by month timelme reflecting a one year program Program Timeline —July, 2008 • Grant Awarded /Complying with start of term formalities such as publicity etc • but :ate associations with local radio /televisions and newspaper that will be available for advertising of the six education seminars Prepare advertisement and marketing materials for providers in the program • Director Women s Services is in place as is the Coordinator of the Breast Health Program — use this time to make sure individual knows and understands goals and objectives • Contact partners and solidify procedures for referral and tracking update where needed from the previous three years of activity • Establish data collection and reporting system using the required Client Intake Form (CIF) • Design and distribute advertising for local monthly publications and newspapers to highlight breast cancer awareness and need for screenings August, 2008 • Coordinator trauung complete • Orientation with LMN Health Services meet with Breast Health Advisory Board (members drawn from LMN and community see Section 1) • Determine schedule for community workshops includmg dates and locations within the city of Murrieta Contact with community organizations is established outline — through meetings individual objectives that correspond with goals of orgamzatton Prepare and continue throughout the grant term • Review workshop educational content/matenals and revise throughout giant term based upon participant feedback. • Patient database and tracking system up and nmmhg smoothly • Inventory of educational materials and breast models and re stock as needed September, 2008 • Coordinate screening dates with medical/hospital provider begmmmg October 2008 Submit CIF computer operator and insert Prepare first quarter report to Board of Directors Agenda Item No 13 12- Page 98 of 117 t M ot I akc I kwon C oinmunw, Dtv,topmcnt lllmk Oran( Iliocram 2008 2009 �Pphc awn October, 2008- 0 Outreach workers and coordinator will telephone each woman to confirm her appointment accompany her to the appointment if requested and follow -up will be conducted • Conduct second breast health educational symposium Track those who attended and collect evaluations from attendees on subject matter performance etc • Submit CIF to computer operator • Design and distribute advertising for local monthly publications and newspapers to highlight breast cancer awareness and need for screenings November, 2008 • Outreach workers and coordinator will telephone each woman to confirm her appointment accompany her to the appointment if requested and follow up will be conducted • Conduct tlurd breast health educational symposium Track those who attended and collect evaluations from attendees on subject matter performance etc • Submit CIF to computer operator December, 2008 • Outreach workers and coordinator will telephone each woman to confirm her appointment, accompany her to the appointment if requested and follow-up will be conducted • Conduct fourth breast health educational symposium Track those who attended and collect evaluations from attendees on subject matter • Submit CIF to computer operator January, 2009 • Mid term review of workshop content • Approximately 50% of screening goal will be met by this point • Conduct fifth breast health educational symposium Track those who attended and collect evaluations from attendees on subject matter • Submit second quarter report to Board of Directors at the end of January • Submit CIF to computer operator • Design and distribute advertising for local monthly publications and newspapers to lghlight breast cancer awareness and need for screenings Agenda Item No 13 13 Page 99 of 117 (it,, of I akc I kinon. i oniniunR4 Do lopm�nt Block Grant Pto,�ram 2009 2009 %PPI IL ition February —2009 • Outreach workers and coordinator will telephone each woman to confirm her appointment, accompany her to the appointment if requested and follow up will be conducted • Begin preparations for Breast Cancer Awareness seminars outreach events and screening promotions • Design and distribute advertising for local monthly publications and newspapers to highlight breast cancer awareness and need for screenings • Submit CIF to AFBCF at the end of each month March 2009 • Outreach workers and coordinator will telephone each woman to confirm her appointment, accompany her to the appointment if requested and follow up will be conducted • Conduct the sixth breast health educational symposium Track those who attended and collect evaluations from attendees on subject matter • Finalize event locations and schedules for Breast Cancer Awareness events speaking engagements etc • Submit CIF to computer operator April - 2009 • Outreach workers and coordinator will telephone each woman to confirm her appointment accompany her to the appointment if requested and follow up will be conducted • Attend at least 15 Breast Cancer Awareness events speaking engagements health Taus and local fundraisers • Submit CIF to computer operator • Design and distribute advertising for local monthly publications and newspapers to lughlight breast cancer awareness and need for screenings May - 2009 • Submit CIF to computer operator • Thud quarter report to Board • Survey community partners about program and secure commitments for next year Present each provider with a plaque for their offices thanking them for their service Each will also be recognized in the Michelle s Place fourth quarter newsletter Agenda Item No 13 14 Page 100 of 117 City of 1 akc. 1 minor( ( oinmunat . I uv loprn�nt Block grant Program 2008 2009 1pPi lc, atoll June- 2009 • Compile participant surveys (to be completed by each participant at the end of a workshops and review • Compile screening statistics • Submit CIF to computer operator • Prepare year -end report for Board • Prepare financial expenditure report • Prepare reports on all screenings meetings events etc • Issue a mail survey to be completed by all support services • Prepare receipts/costs associated with program • Prepare a cost benefit report • Cave report to Board of Directors Agenda Item No 13 -15 Page 101 of 117 Cw, of I akc. I kmorc C mimunit4 DuA,Iopmont Block Grant Ptogram 200 2009 %PPllc, ltton APPLICATION CERTIFICATION 1 The information contained in the project application is complete and accurate 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the project funded in full or part by the CDBG program 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and/or operated for the approved use throughout its economic life If CDBG funds are approved, the applicant acknowledges that sufficient funds am available or will be available to complete the pfoject as described within a reasonable timefiame 6 On behalf of the non profit organization I have obtained authorization to submit this application for CDBG funding (Documentation attached — Minute Action and/or written Board Approval Print Namc ' -,l - Authorized Signature Agenda Item No 13 16 Page 102 of 117 COUNTY OF RIVERSIDE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM 2008- 2009 APPLICATION FORM I GENERAL INFORMATION Applying Entity or Agency Ram nT r, r, tans Center of The Temecula Rancho Area Location 41765 Elm Street , Suite 201 City Murrieta ZI P Code 92562 Mailing Address same as above Zip Code Telephone Number gsi /L CA557 Fax Number 951/600-823 Executive Director Ruby Harford Title Chairman Telephone Number 951 /600 -9557 Email RHHealth @verizon net Program Manager Ruby Harford Telephone Number 951/600-9557 Address (If different from above) Grant Writer Ruby Harford Telephone Number 951/600-9557 Title Director E mail same as above Title Chairman E mad same as above 11 ORGANIZATIONAL HISTORY (This is applicable only if you are a non profit organization) Date Organization founded 1978 Date Organization incorporated as a non profit organization Federal identification number 95- 3214774 State identification number 2681926 -8 -0- 1978 Number of paid staff Number of volunteers 52 ATTACH Current Board of Directors (Label as Attachment II 1) Articles of Incorporation and By Laws (Label as Attachment 112) 1 Agenda Item No 13 Page 103 of 117 III PROJECT ACTIVITY CDBG Funds Requested $ 1 n, nnn nn (total amount for the project only) Where will the proposed activity occur (be specific as to the geographic scale of the proposed activity)'7 If the project involves a new or existing facility what is the proposed service/benefit area for the facility? (Attachment III Project Activity 1) ❑ Countywide (check if project will serve multiple districts and/or cities) f'.Nd..�N Lake Elsinore Community(ies) Regions Other What Supervisonal District does the activity occur within'? Check ONLY the applicable category your application represents ❑ Real Property Acquisition Public Service ❑ Housing ❑ Rehabilitation /Preservation (please provide picture of structure) ❑ Public Facilities Improvements (construction) Other (provide IV PROJECT NARRATIVE A Name of Project -- Emergeaeg A.&Ra RtancQ Food P—g -am Specific Location of Project (include street address if applicable) Street 41765 Elm Street, Suite 201 City Murrieta Zip Code Attach maps of proposed project(s) location and service area 92562 B Provide a detailed Protect Descnation The description should only address or discuss the specific activities services or project that is to be assisted with CDBG funds If CDBG funds will assist the entire program or activity then provide a description of the entire program or activity (Attach additional sheets if necessary – Attachment IV B Project Description) SEE ATTACHMENT 2 Agenda Item No 13 Page 104 of 117 C Provide a detailed description of the proposed use of the CDBG funds only (i a client scholarships purchase a specific piece of equipment rent supplies etc ) SEE ATTACHMENT D Outcomes and Performance Measures Number of clients or units of service to be provided using CDBG funds one during the term of the grant (1 year 2 year etc This is based on the expected number of clients to be served if the County funds your project for the requested amount Length of the project (months year etc ) auiy -1 , 2008 to July?T ?n03 Unduplicated number of clients projected to serve (e g 25 clients) Zen ri , Pnl-t Units of service (duplicated i e 25 clients X 10 visits =250 units of service) 2, q orb Service is provided to (check one or more) ❑ Men ❑ Women ❑ Children ❑ Men/Women Men/Women/Children xQ Families Seniors ❑ Severely Disabled Adults Range of children s ages -mot =_17 y o ❑ Migrant Farm Workers JX C Homeless Number of beds of facility Anticipated number of new' beds Length of stay (if residential facility) E What are the goals and objectives of the project service or activity? How will you measure and evaluate the success of the project to meets these goals and objectives (measures should be both qualitative and quantitative)? SEE ATTACHED F Discuss how this oroiect will benefit low and moderate income residents SEE ATTACHED G Respond to A & B only if this application is for a public service project (a) Is this a NEW service provided by your agency? Yes _ No (b) If service is not new how will the existing public service activity level be substantially increased? SEE ATTACHED Agenda Item No 13 3 Page 105 of 117 V H What methods will be used for community involvement to assure that all who might benefit from the project are provided an opportunity to participate? s SEE ATTACHED What evidence is there of a long term commitment to the proposal9 Describe how you plan to continue the work (project) after the CDBG funds are expended? SEE ATTACHED PROJECT BENEFIT All CDBG funded activities must meet one of three National Objectives of the CDBG program Indicate how the proposed activity will meet a National Objective CATEGORY 1 Benefit to low moderate income persons (must be documented) Please Identify how you plan to document the persons to be served are low moderate Income persons by providing Information in either A B or C A. Area Benefit The projector facility serves or is available to, all persons located within an area whereat least 51% of the residents are low /moderate income This determination is based upon 2000 Census data If you need assistance in determining the appropriate census data please call EDA Census Tract and block group numbers CT BG CT BG CT BG CT BG CT BG CT BG # Total population in Census Tract(s) / block group(s) # Total low moderate population In Census Tract(s) / block group(s) B Limited Clientele The project serves clientele that will provide documentation of their family size, family income, and ethnicity Identify the procedure you currently have in place to documentthat at least 51 % of the clientele you serve are low moderate income persons SEE ATTACHED C Clientele presumed to be principally low and moderate income persons The following groups are presumed by HUD to meet this criterion You will be required to submit a certification from the client (s) that they fall into one of the following presumed categories Agenda Item No 13 Page 106 of 117 The activity will benefit (check one or more) ❑ Abused children ❑ Homeless persons ❑ Battered spouses ❑ Illiterate adults ❑ Elderly persons ❑ Persons living with AIDS ❑ Severely disabled adults ❑ Migrant Farm workers Describe your clientele to be served by the activity CATEGORY 2 Prevention or Elimination of Slums and Blight The proposed project or activity must directly benefit an identified slum and blighted area Is the project located in a Redevelopment Area9 _Yes _ No If yes attach map of the area with the site highlighted and provide the Redevelopment Project Area (excerpts accepted) which documents the existence of slum/blight Also document the specific redevelopment objectives pertaining to the proposed project (Label attachments V Category 2, Exhibit 1, 2, etc ) CATEGORY 3 Documented Health or Safety Condition of Particular Urgency Condition shall have been of recent (18 months) origin Provide documentation which demonstrates the health or safety condition has existed within the previous 18 months (Label attachments V Project Benefit Category 3, Exhibit 1, 2, etc ) VI FINANCIAL INFORMATION A. Proposed Project Budget Complete the following annual program budget to begin July 1 If these line items are not applicable to your activity please attach an appropriate budget Provide total Budget information and distribution of CDBG funds in the or000sed budget The budgeted items are for the activity for which you are requesting CDBG funding not for the budget of the entire organization or agency (EXAMPLE the Senior Center of the Valley is requesting funding of a new Senior Nutritional Program The total cost of the program is $1000 A total of $500 in CDBG funds are being requested for operating expenses associated with the proposed activity General funds and/or other income of the center will pick up the remaining costs for the program) 5 Agenda Item No 13 Page 107 of 117 TOTAL BUDGET CDBG FUNDS (Include CDBG Funds) REQUESTED I Personnel A Salaries & Wages $ $ B Fringe Benefits $ $ C Consultants & Contract Services $ SUB TOTAL $ II Non Personnel A Space Costs S—a4, 999 00 B Rental Lease or Purchase of Equipment $ $ C Consumable Supplies $ 10,000 00 $10,0nn 00 D Travel $ $ E Telephone $_2,"A -.00 $ F Other Costs S'f;,rnn 00 $_ SUB TOTAL $ 63,000 00 $ 10,000 00 III ArchdecturaUEngmeenng Design $ S IV Acquisition of Real Property $ $ V Construction/Rehabilitation $ $ VI Indirect Costs $ $ TOTAL $ 63,000 00 S 10,000 00 B Leveraging Identity other funding sources (commitments or applications) for funding from other sources to assist in the implementation this activity Attach current evidence of commitment (Attachment VI B Exhibits 1 2 etc ) If commitments are pending indicate amount requested and attach documentation regarding previous year's funding Amount Date Type of Funding Source Requested Available Commitment SEE ATTACHED C Provide a summary by line item of your organization s previous years income and expense statement (Attachment VI C Exhibits 1 2 etc) SEE ATTACHED 6 Agenda Item No 13 Page 108 of 117 VII D If this project benefits residents of more than one community or jurisdiction have requests been submitted to those other jurisdictions? Yes XXX No If yes identify sources and indicate outcome If no please explain Applications submitted to Temecula, Murrieta, and an application will be submitted to EDA for $20,000 00 Have requested $10,000 00 from both Temecula and Murrieta E Was this project previously funded with CDBG funds? Yes V VX No Ifyes when? The project has been funded in the past w /CDBG funds from Temecula and Murrieta Is this activity a continuation of a previously funded (CDBG) project? Yes -xxx No — If yes explain The program has been funded w/ EDA CDBG MANAGEMENT CAPACITY A Describe your organization s experience in managing and operating project or activities funded with CDBG or other Federal funds Include within the description a resource list (partnerships) in addition to the source and commitment of funds for the operation and maintenance of the program Amount Source Activi Year Allocation Expended B Management Systems SEE ATTACHED Does your organization have written and adopted management systems (i a policies and procedures) including personnel procurement property management recording keeping financial management etc ? C Capacity SEE ATTACHED Please provide the names and qualifications of the person(s) that will be primarily responsible for the implementation and completion of the proposed project Provide a detailed organizational chart (Attachment VII C, Exhibits 1, 2, etc ) D Should the applying entity be awardSeFdFCfU�unHtlsDidentify primary project objectives and goals using an Estimated Timeline for Project Implementation OBJECTIVE START DATE Emergency Food Assistance 7/1/2008 SEE ATTACHED COMPLETION DATE 7/1/2009 (ONGOING) Agenda Item No 13 Page 109 of 117 APPLICATION CERTIFICATION A Undersigned hereby certifies that (initial after reading each statement and sign the document) 1 The information contained in the project application is complete and accurate 2 The applicant agrees to comply with all Federal and County policies and requirements imposed on the project funded in full or part by the CDBG program 3 The applicant is fully aware that the federal assistance made available through the CDBG program funding is not being utilized to substantially reduce the prior levels of local financial support for community development activities 4 The applicant fully understands that any facility built or equipment purchased with CDBG funds shall be maintained and /or operated for the approved use throughout its economic life 5 If CDBG funds are approved the applicant acknowledges that sufficient funds are available or will be available to complete the project as described within a reasonable timeframe 6 On behalf of the applying organization I have obtained authorization to submit this application for CDBG funding (DOCUMENTATION ATTACHED Minute Action and/or written Board Approval signed by the Board President) Print Name/Title Authorized Representative Ruby Harford/ Chairman Signature�� /�'?J�r�- DATE November 10, 2007 Agenda Item No 13 Page 110 of 117 AL assistance league® Temecula Valley A Chapter of National Assistance League® Executive Board 2007-2008 Leticia Plummer President Mary Eusey 1st Vice President Membership October 24 2007 Claudia Davis Parks and Recreation Analyst 130 S Main Street Lake Elsinore CA 92530 Dear Ms Davis OCT 2 COM 'tl 7 5 2007 �rll' y oft /ces The ASSISTANCE LEAGUES of Temecula Valley appreciates the opportunity to submit this application for funding under the Community Block Development Grant program These funds are used to assist with the clotlung of needy children who live in the Temecula Valley area of Southwest Riverside County through our philanthropic project Operation School Bell® Marilyn Hewlett Last year we clothed 1043 needy children ranging in age from 2nd Vice President preschool through eighth grade It is our goal to exceed that Philanthropic Protects number this year by making ourselves more visible in the community Rita 0 Neill 3rd Vice President Resource Development Judy Preimsberger Secretary Connie Longway Treasurer Electra Demos Educahon/Onentation Trudy Lenz Chapter House Manager Elizabeth Norman Liaison to Auxiliaries 28720 Via Montezuma Temecula CA 92590 2510 Tel (951) 694 8018 Fax (951) 694.8298 E marl altemecula@temecula com Should you have any questions concerning our application please feel free to contact our Grant writers Diana Elizondo (951)600 9404 or Annette Sheehy (951)304 3305 We welcome a visit from you any time to tour our facilities and see first hand how our program is working I think you will find it worthwhile in evaluating our proposal Sincerely e�^ Leticia Plummer President Encl Agenda Item wwwtemeculavalley assistanceleague org Page 111 PROPOSAL NUMBER REVIEWER DOCUMENT STAMP DATE RECEIVED City of Lake Elsinore Community Development Block Grant ]Program Application Form GENERAL INFORMATION Name of Primary Activity Sponsor ASSISTANCE LEAGUES of Temecula Valley Mailing Address 28720 Via Montezuma Temecula, California 92590 Telephone Number (951) 694 8018 Thrift Store /Office Fax (951) 694 8298 (951) 694 6594 Operation School Bell® Executive Director Leticia Plummer President Tel (909) 838 8492 email altemeculana,yahoo com Program Manager Bev Hoffman Operation School Bell® Coordinator Tel (951)694 6594 FAX (951)694 8298 Email operation school bell@venzon net Grant Writers Diana Elizondo and Annette Sheehy Grants Tel (951)600 9404 email dianaelizondona,venzonnet Tel (951)304 3305 email bilsheehy @yahoo com H ORGANIZATIONAL HISTORY Date Organization founded 1989 Date Organization incorporated as a non profit organization 1989 Federal identification number 33 0360419 State identification number 1463456 Number of paid staff NONE Number of Volunteers 214 Current Board of Directors See attachment H 1 Articles of Incorporation and By -Laws See attachment H 2 III PROJECT ACTIVITY Amount of CDBG Funds requested $10,000 Where will the activity occur and what is the geographic scale of the proposed activity (community city and region) be specific? Agenda Item No 13 Page 112 of 117 The actual clothing of the children takes place at our facility in Temecula The program benefits children in all four school districts in Southwest Riverside County Temecula, Mumeta Lake Elsinore and Memfee Operation School Bell® benefits more than one supervisonal district The project is primarily conducted in District I it may benefit District III peripherally This project is designated as Public Service IV PROJECT NARRATIVE, A Name of Project Operation School Bell® Specific Location of Project 28720 Via Montezuma Temecula, CA 92590 The geographic area to be served is the Temecula Valley with children attending schools served by Mumeta School District Lake Elsinore School District (includes Wildomar and Canyon Lake) Menifee School District and the Temecula School District Children from unincorporated areas in Riverside County attend school in all of these districts The Memfee School District was added in 1997 after requests were made to ALTV concerning needy children in public schools See attachment III B See attachment IV B 1 C See attachment IV B 1 D Outcomes and Performance Levels Number of clients served using CDBG funds only 80 Length of the project Ongoing Unduplicated number of clients 80 Units of service 80 Service is provided to children E Goals and Objectives The Operation School Bell® Committee anticipates that over 1 100 children will need clothing during the current 2007 2008 school year Funds were budgeted for this goal including anticipated support from CDBG funds Our goal is always to increase the number of clients served each year We are always striving to meet the needs of the community by providing more clothing and/or supplies for more children As a result of community input we expanded our program to include Head Start Even Start and Healthy Start children in the four school districts we serve Our goal is to continue serving these children The number of children being clothed from the unincorporated areas of Riverside County also continues to grow Agenda Item No 13 Page 113 of 117 At the ASSISTANCE LEAGUES of Temecula Valley we continually track our numbers and inventory to ensure we are working toward our goals As an ongomg project we have found that our numbers continue to increase F How this project benefits low and moderate income residents This project benefits children in low and moderate income levels We are required to document those who are on the federal school lunch program From this we have found that over 95% of our children are from low income levels This information is documented and provided to the County The school districts refer children based on their perceived need of the child The school officials making these referrals could be the health clerk school nurse principal or the child s teacher We are also able to clothe the extremely needy children twice a year We are always available to serve families in emergency situations G Is this a new service provided by your agency? No How will the existing service be substantially increased? Since we are the only agency or program in the Temecula Valley that provides new clothing we are working to increase awareness of what we have to offer H What methods will be used to insure community involvement? We have been offering informational meetings and tours to superintendents principals teachers and health clerks working in the four districts we serve Our Public Relations Committee is meeting with the Chambers of Commerce and city leaders for the three cities we service Assistance League has been asked to participate with other community leaders that meet every month called Partnerships in Education We have four trained speakers prepared to make public presentations The committee also utilizes newspapers and PSAs to make the public aware of this project thereby increasing the number of families requesting our services At the ASSISTANCE LEAGUES of Temecula Valley we continually track our numbers and inventory to ensure we are working toward our goals I What evidence is there of a long term commitment to this project? Operation School Bell® is a long term philanthropic commitment to the ASSISTANCE LEAGUES of Temecula Valley Funding for this project is always included in our annual budget The National Assistance League requires that each chapter maintain a reserve fund equal to one year s activity to assure that funded projects will continue NAL requires us to spend 60% of our income on our philanthropic projects Agenda Item No 13 Page 114 of 117 V PROJECT BENEFff CATEGORY 1 Benefit to low to moderate income persons B Limited Clientele At present in conformity with our instructions on CDBG grants parents are required to fill out the Self Certification Public Service Agency Clientele form See attachment VII B The volunteers ask in what federal programs the children participate 95% of our children qualify for the federally funded school lunch program clothe children from Lake Elsinore in the year 2008 -2009 VL FINANCIAL INFORMATION A Proposed Project Budget ASSISTANCE LEAGUE® of Temecula Valley is requesting funding for Operation School Bell® The total cost of the program is $135 000 A total of $10 000 in CDBG funds are being requested for operating expenses associated with the proposed project Funds provided by Castaways Thrift Store will pick the remaining costs for the project B Leveraging See Attachment VLB C See attachment VI C Exhibits 1 and 2 D This project benefits citizens of more than one community and requests have been made to those cities and/or areas serviced See attachment VLB E This project was previously funded with CDBG funds It was last funded in 2006 2007 This activity is a continuation of a previously funded CDBG project as explained above VII MANAGEMENT CAPACITY A See attachment VII A. B Management Systems Yes, see attachments VII -B Agenda Item No 13 Page 115 of 117 C Capacity Ms Bev Hoffman is Chairman of the Operation School Bell Committee for 2007 2008 This is her second year in this position Three volunteers are present on clothing days to dress the children and keep records New software is making it possible to keep a computerized inventory of clothing a file on each child clothed, and a record of the dates when the cluld was clothed previously All purchase documentation is submitted to the Treasurer who maintains a duplicate record so those invoices can be used for documentation on CDBG contracts Accounting procedures are reviewed quarterly by McLean & Associates CPAs The funds requested will be utilized in the 2008 2009 school year primarily from September 2008 through the school year ending in the spring of 2009 See attachment VII -C D Estimated hmelme of project implementation OBJECTIVE START DATE COMPLETION Clothe 1200 children September 2008 May 2009 Agenda Item No 13 Page 116 of 117 Applicants Check list The following required documents listed below have been attached Any missing documentation to the application will be cause for the application to be reviewed as INELIGIBLE Yes NO ATTACHMENT ® ❑ II 1 Board of Directors ❑ ❑ II 2 Articles of Incorporation and Bylaws ❑ ❑ III Project Activity Map [2 ❑ IV B 1 Project Description ❑ ❑ V Project Benefit Category 2 Slum Blight Documentation ❑ Q V Project Benefit Category 3 Urgency ❑ VI B Leveraging ❑ ❑ VI C Income and Expense Statement [� ❑ VII C Management Capacity 12 Agenda Item No 13 Page 117 of 117 CITY OF LADE 51- LSI110P E � DREAM EXTREME,. REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT ANNUAL FINANCIAL REPORTS FOR THE FISCAL YEAR ENDING JUNE 30, 2007 Background The City s auditors completed their audit field work on November 20 2007 for the fiscal year ending June 30 2007 This is the third year that the auditors Diehl Evans & Company have performed the audit services for the City The audit reports include the City and its component units The following annual reports are being presented Comprehensive Annual Financial Report (CAFR) Lake Elsinore Redevelopment Agency Financial Statements Lake Elsinore Public Financing Authority Financial Statements Lake Elsinore Recreation Authority Financial Statements Audit Information Letter Report on Internal Controls Management Letter Appropriations Limit Worksheet No 6 With Independent Accountants Report on Agreed upon Procedures Applied to Appropriations Limit Worksheets The above reports are bound and have been attached to this agenda separately Separate staff reports were prepared for the Redevelopment Agency Public Financing Authority and Recreation Authority financial statements Agenda Item No 14 Page 1 of 3 Annual Financial Reports December 11 2007 Page 2 Discussion Comprehensive Annual Financial Report (CAFR) The Managements Discussion and Analysis section on pages 3 to 14 of the attached Comprehensive Annual Financial Report provides a narrative overview and analysis of the financial activities of the City of Lake Elsinore for the fiscal year ended June 30 2007 The top financial highlights are as follows • The City s total net assets increased by $50 347 903 The increase is primarily attributable to one -time increases in capital contributions and revenue from development • At the end of the current fiscal year unreserved fund balance for the General Fund was $10 496 356 or 33 7 percent of total General Fund expenditures City Council has designated $5 000 000 of the $10 496 356 for future contingencies which includes a $3 500 000 reserve and $1 500 000 designation for potential future budget shortfalls • The City of Lake Elsinore s total debt had a net decrease of $4 384 436 during the current fiscal year The net decrease includes $3 874 674 of payments on long term bonds developer agreements loans and capital leases • General Fund operating revenues exceeded operating expenditures by $231 452 Some key facts related to the General Fund compared to the prior fiscal year are listed below ✓ Public safety had the largest increase of $3 316 405 or 40% • Community services had the second largest increase of $3 240 638 or 115% • License permits and fees revenues had the largest decrease of $3 300 284 or 49% • Property taxes increased by $883 002 or 19% • Other taxes revenue increased by of $1 237 978 or 13% • Sales tax revenue increased by $1 234 025 or 18% • Property transfer tax decreased $235 570 or 31 % • Franchise tax increased by $239 524 or 15% ✓ Miscellaneous revenue increased by $1 352 493 or 62% ✓ General government expenditures increased by $1 071 144 or 24% ✓ Community development decreased by $448 818 or 12% Agenda Item No 14 Page 2 of 3 Annual Financial Reports December 11 2007 Page 3 • Public services decreased by $442 013 or 10% • Capital outlay decreased by $169 535 or 34% • Transfers in decreased by $449 721 or 39% Audit Information Letter No exceptions were noted Report on Internal Controls No exceptions were noted Management Letter During the audit the auditors noted certain housekeeping type matters involving the internal control structure and its operation that are typically communicated in a management letter There were 2 items noted Appropriations Limit Worksheet No 6 With Independent Accountant s Report on Agreed upon Procedures Applied to Appropriations Limit Worksheet The auditors performed agreed upon procedures to ensure that the City s appropriation limit calculations were correctly calculated and adopted in accordance with Article XIIIB of the California Constitution and adopted by City Council No exceptions were noted Fiscal Impact There is no fiscal impact Recommendations 1 It is recommended that City Council receive and file these reports Prepared by Matt N Pressey, /��ai Director of Admmis r ive Services Approved by Robert A Brady l9 City Manager W Agenda Item No 14 Page 3 of 3 CITY OF LADE LSIRORJE - -� DREAM EXTREME- REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT WEB SITE REPLACEMENT PROJECT AUTHORIZATION TO FINALIZE SCOPE OF WORK AND PROFESSIONAL SERVICES AGREEMENT WITH VISION INTERNET OF SANTA MONICA CA Background Approval of this item will authorize the City Manager and /or his designee to prepare a project scope of work and professional services agreement with Vision Internet of Santa Monica California for new Web site development and hosting The scope of work and agreement will be brought back to the City Council in January for final consideration Discussion The Web site replacement project is the foundation of the City s E Services & Online Initiative as defined in the City s 2003 E Government Strategy and Implementation Plan This technology plan or roadmap identifies multiple steps towards developing online e government services starting with design and hosting of a new City Web site to replace the existing site The existing Web site was launched by the City in 2000 Agenda Item No 15 Page 1 of 40 Web site professional services agreement December 11 2007 Page 2 The benefits of the Web site redesign project include Citizen Services Enhanced customer service to citizens and business of Lake Elsinore by providing information and public services online in a cost effective manner 24/7 Cost Efficiency Realized operational efficiencies productivity and potential cost savings /avoidance Community Budding A well designed government Web site contributes to economic development citizen engagement and higher consumer confidence in City services Content Management A proven model for maintaining Web content that is timely accurate and relevant is the distributed content model The automated Web Content Management System (CMS) is the heart of this project CMS provides the tools to enable multiple departments /individuals to publish and maintain up to date Web page content and features using automated customizable templates for tasks such as calendar updates posting of agendas bids minutes reports and other documents adding photos fob listings new Web links or posting automated content and more Staff evaluated five potential Web site providers through a Request for Qualifications screening process (RFQ) Three top tier submittals were shortlisted from five total responders The top rated vendor demonstrated the highest degree of municipal Web site proficiency and flexibility while offering the most advanced content management tools for City users After evaluating municipal Web site development experience project approach contract performance client Web site test drives and client references staff recommends the services of Vision Internet of Santa Monica California (see detail attachment B) Fiscallmpact As shown on Attachment A $85 000 is identified in the 2007 2012 CIP project ID GEN 0027 (for hardware software and consulting) Staff estimates the cost of this professional services agreement to fall between 65% and 85% ($55 250 to $72 250) of the CIP allocation depending on the final scope of work A final scope of work and professional services agreement will be presented to the City Council within 30 days of authorization to negotiate Sufficient funding is available to proceed with this project Agenda Item No 15 Page 2 of 40 Web site professional services agreement December 11 2007 Page 3 Recommendations Authorize the City Manager and /or his designee to finalize a scope of work for the City Web site replacement project and negotiate a professional services agreement with Vision Internet of Santa Monica California Prepared by Mark Dennisln~ Information /Communications Manager Approved by Robert A Brady W City Manager Agenda Item No 15 Page 3 of 40 City of lake Elsinore 2007 2012 Capital Improvement Program Project Description Project ID No GEN 0027 Project Number Project Type Web Site Replacement Project Description Replacement of Gtys Web site is an IT Strategic Plan recommendation Project includes hardware and security for Web hosting Content Management System (CMS) database architecture content repurposmg reporting metrics testing and initial maintenance RFP pending Location Citywide Funding Source Actual to Date 2007/200 2008/200912009/2010 2009/201 2010/20112011/2012 Total 105 General Fund $85,000 85,000 Env Permit W Admin 85,000 8-5 ,0-0-0- Construction Cost Contin en Other Total Funding 85,000 85 000 Project Costs Actual to Date 2007/2008 2008/2009 2009/201 2010/20112011/20121 Total Design Env Permit W Admin 85,000 8-5 ,0-0-0- Construction Cost Contin en Other Total Project Costs 85,000 85 000 101 Agenda Item No 15 Page 4 of 40 Highly Relevant Experience As demonstrated by the partial list of our clients below Vision Internet has extensive experience serving all sizes and types of government agencies educational institutions businesses and non profits Our work includes websites for city and county enterprise transit performing arts workforce development environmental services visitors bureaus and more A small sampling of our government education and corporate clients includes ❑ Academic Study Associates NY ❑ Alameda County Waste Management Authority CA ❑ Alliance Bank CA ❑ Arcadia Unified School District CA ❑ Accessible Activities WA ❑ Augusta County VA • Big Blue Bus CA • California Association of Physician Groups CA ❑ California Association of Public Purchasing Officers CA ❑ California Junior Chamber of Commerce CA • Chatham County NC • Child Care Resource Center CA • CB /Richard Ellis Investors CA • City of Agoura Hills. CA • City of Albany, CA • City of Ankeny IA • City of Arcadia. CA • City of Bellflower CA • City of Birmingham MI • City of Broken Arrow OK ❑ City of Buena Park. CA ❑ City of Burlingame. CA ❑ City of Calistoga CA ❑ City of Carson City NV ❑ City of Charlottesville VA ❑ City of Citrus Heights CA ❑ City of College Station TX 4 ❑ Fond du Lac County WI ❑ Gadsden County FL ❑ Garfield County CO ❑ Georgia Environmental Facilities Authority GA • Glendale Community College CA • Greenbrier County CVB WV ❑ Hancock County Employment Resource Center OH ❑ Hillsborough City School District CA ❑ Houston Galveston Area Council TX ❑ Interline Value Vacations CA • Jackson County GA • Kearny Real Estate Div of Morgan Stanley CA • Kershaw County SC ❑ Lake Arrowhead Community Services District CA • Laramie County Community College WY • Littleton /Englewood Wastewater Treatment Plant CO ❑ Los Angeles County Ford Amphitheatre CA • Los Angeles Opera CA • Minnesota Office of Secretary of State MN • National Purchasing Institute NV • Northern Indiana Workforce Investment Board IN • NY State Environmental Facilities Corporation NY Agenda Item No 15 Page 5 of 40 ❑ City of Cupertino. CA ❑ City of Dana Point. CA ❑ City of Diamond Bar. CA ❑ City of Englewood CO ❑ City of Evansville IN ❑ City of Goleta. CA ❑ City of Grants Pass OR ❑ City of Grants Pass Visitors and Convention Bureau OR ❑ City of Indio. CA ❑ City of La Mirada. CA ❑ City of La Qumta, CA ❑ City of Lancaster. CA ❑ City of Longview WA ❑ City of Lynchburg VA ❑ City of Manhattan Beach. CA ❑ City of Mill Valley, CA ❑ City of Monterey Park, CA ❑ City of Novato. CA o City of Palm Desert, CA ❑ City of Poway. CA ❑ City of Rancho Cordova. CA ❑ City of Reno NV ❑ City of Round Rock TX ❑ City of San Fernando. CA ❑ Cqy of San Juan Capistrano, CA ❑ City of Santa Clanta. CA ❑ Gtv of Santa Monica. CA ❑ City of Santa Monica CVB CA ❑ City of Santee. CA ❑ City of Sausalito, CA ❑ City of Simi Valley. CA ❑ City of Sunset Hills MO ❑ City of Valdosta GA ❑ City of Wenatchee WA ❑ City of Wilsonville OR ❑ City of Yonkers NY ❑ Collier County FL ❑ Collier County Sheriff s Office FL 5 ❑ NY State Housing Finance Corporation NY ❑ Orange County DA s Office CA ❑ Pacific Income Advisors CA ❑ Pacific Park at Santa Monica Pier CA ❑ Palm Springs Unified School District CA ❑ Petersburg Area Regional Tourism VA ❑ Port of Everett WA ❑ Port of Pittsburgh Comm PA ❑ Prince George County VA ❑ Round Rock Independent School District TX ❑ SunLine Transit CA ❑ Swiss Water a Kraft Foods Co Canada ❑ Texas Heritage Trails TX ❑ Town of Apple Valley. CA ❑ Town of Blacksburg VA ❑ Town of Fraser CO ❑ Town of Glastonbury CT ❑ Town of Prescott Valley AZ ❑ Town of Queen Creek AZ ❑ Town of Telluride CO ❑ Township of Lower Marion PA ❑ Tutor Cafe a JobTrak Company CA ❑ United Airlines IL ❑ UCLA Jonsson Comprehensive Cancer Center CA ❑ UCLA School of Law CA ❑ US Air National Guard VA o U S Forest Service Superior National Forest MN ❑ Vanderburgh County IN ❑ Ventura County Transportation Commission CA ❑ Village of Lisle IL Agenda Item No 15 Page 6 of 40 ❑ Columbia Basin College WA ❑ Westfield America CA ❑ Columbia County GA ❑ Wood County Employment ❑ Columbia County Sheriffs Office Resource Center OH GA ❑ Wood County Job and Family • Community Transit WA Services OH • Coweta County GA ❑ Workforce Alliance of South • Cozmo Card CA Central Kansas KS ❑ Cucamonga Valley Water District ❑ Workforce Central Florida FL CA ❑ Wyandot County Employment ❑ Dallas County Community Resource Center OH Colleges TX ❑ Yolo County CA ❑ Florida Partnership for School Readiness FL These organizations have placed their trust in Vision Internet because we have created some of the best government websites in the country including award winning projects for the City of Charlottesville in Virginia the City of Round Rock in Texas Greenbrier Convention and Visitors Bureau in West Virginia the City of Englewood in Colorado the City of College Station in Texas the Town of Telluride in Colorado Columbia County in Georgia the Dallas County Community Colleges in Texas Columbia Basin College in Washington and California agencies like the City of Bellflower Big Blue Bus the City of Citrus Heights Alameda County Waste Management Authority the City of Diamond Bar and more All told we have won over two dozen awards for our government and education websites Scanning through our list of clients it is easy to see that we have the experience to ensure your projects success 2 Agenda Item No 15 Page 7 of 40 2 COMPANY PROFILE We at Vision Internet are the Government Website Experts and the company is widely regarded as the national leader in government website development We believe that as you review our experience and capabilities you will see that Vision Internet stands far above others in creating unique and effective government websites In fact many of the innovations we pioneered have become industry standards We are a full service vendor offering website consulting design development hosting and maintenance services This allows us to provide the City of lake Elsinore with a complete turnkey solution While technical capabilities are important we were founded on three core values Intecirity Commitment. and Trust More than a slogan these core values are at the heart of every one of our decisions actions and interactions We strongly believe these core values are the reason why we continue to grow and prosper The tangible results are longtime employees and partners repeat customers award winning solutions and recognition for our community service activities Vision Internet is a company that cares as much about community as you do Company History Vision Internet was a pioneer in the Internet industry when Steven Chapin founded the company in Santa Monica California in 1995 As an entrepreneur involved with business and non profit communities he recognized the need for connectivity hosting and website services for small to medium size businesses In 1996 our company began providing website development services for non profit and corporate clients We were recognized as industry leaders in local national and international media that same year During the creation of the company Mr Chapin remained active in the community supporting government education and non profit organizations This activity along with strong travel industry experience resulted in the creation of our first government related projects for the City of Santa Monica s Convention and Visitors Bureau and the Danish Government Since this early beginning we have further developed our government experience and have been awarded with more than 130 government and education contracts and many awards for our work Additionally we have become a GSA Scheduled Vendor for the federal government this prestigious certification is reserved only for companies that meet stringent requirements During the Internet boom we took a more conservative approach toward growth and did not follow the dot com hype We refused outside funding and focused on building a solid business based on our core values Our approach paid off, Today our company is the national leader in local government websites and continues to earn the respect and commitment of clients employees and the community In 2001 Mr Chapin received a mayoral commendation for his support of the community E Agenda Item No 15 Page 8 of 40 Company and Contact Information Primary Contacts Steven Chapin - President and Founder sbc @visiomnternet com Tom Johnson - Senior Project Manager tom @visiomnternet com Company Offices and 2530 Wilshire Blvd 2 ° Floor Telephone Numbers Santa Monica CA 90403 (888) 263 8847 - Toll Free (310) 656 3100 - CA Local (310) 656 3103 - Fax While we currently do not have a business license with the City of Lake Elsinore we can acquire one should the City decide to have us implement their website Qualifications Vision Internet focuses on serving the needs of local governments like the City of Lake Elsinore enabling them to be more effective and efficient while improving service As a result we have emerged as the national leader in serving government agencies What sets Vision Internet apart from the competition is its • Customized solutions based upon a strategic approach • Broad technical expertise • National scope Customized Solutions Based Upon a Strategic Approach Our approach is completely different than the city in a box or insert logo here solutions offered by our competitors They provide a cookie cutter approach to government websites that can never match the results of a website built for your own unique needs Vision Internet is not simply a web design company rather we take a strategic approach by understanding your needs first then developing and implementing internet strategies which complement and extend your overall goals While other firms are made up of technicians our team members are well educated and have extensive business and government work experience in addition to their technical expertise We are very knowledgeable in the area of strategic planning and are members in the Association for Strategic Planning This allows us to have a better understanding of your overall challenges and objectives We will implement a solution designed to solve your most pressing needs Our tools and components give you the assurance of proven reliability and are designed to fulfill vour most important goals This translates into an Internet solution that will deliver on its full potential) 0 Agenda Item No 15 Page 9 of 40 Broad Technical Expertise Vision Internet is a Microsoft Certified Partner and within our team we have extensive experience in all the technologies required to build you a world class solution Our core technical skills include Web Programming ASP ASP NET HTML DHTML PHP XML JavaScnpt and Cold Fusion Application Programming C C ++ C# Java Visual Basic and VB Net Database Technology MS SQL Server Oracle MS Access and MySQL Graphic Design Photoshop Flash Quark Express Adobe Illustrator Content Management Macromedia Contribute Microsoft Content Management Server Stellent (Oracles CMS) and our own Vision Content Management Tool Platform Windows Server IIS Linux Cisco Router Firewall and Windows Security Other NetShift Kiosk Software various a Commerce platforms and GIS software Additionally our in house team has overlapping skills and expertise in ❑ Consulting and Strategic Planning ❑ Market Research ❑ Usability Testing ❑ Project Management ❑ Information Architecture ❑ Database Design and Administration ❑ Creative Direction and Graphic Design ❑ Website Hosting and Maintenance ❑ Webmaster Services ❑ Section 508 Compliance (federal disabilities compliance) ❑ Quality Assurance ❑ Documentation and Training To learn more about our team see The Vision Team on page 12 National Scope Because of our experience and exceptional results we have an extensive customer list that includes clients in the states of Arizona Connecticut Colorado Florida Georgia Illinois Indiana Iowa Kansas Michigan Minnesota Missouri Nevada New York 10 Agenda Item No 15 Page 10 of 40 North Carolina Ohio Oklahoma Oregon Pennsylvania South Carolina Texas Virginia Washington West Virginia Wisconsin and Wyoming in addition to many government clients in our home state of California With Vision Internet you can be confident in knowing that you are working with one of the best government focused web development companies in the country 11 Agenda Item No 15 Page 11 of 40 4 VENDOR SERVICE CAPABILITIES - SCOPE OF WORK Vision Internet offers the best use of the City of Lake Elsinore s precious funds With Vision Internet you are sure to receive a website that delivers on its potential We will build your website from the ground up with your needs and objectives in mind As members of the Association for Strategic Planning we take a holistic and strategic approach to website development Taking the time to fully understand your organization and the needs of your community we approach your project by answering these three important questions ❑ What is the purpose of the website? ❑ Who is it designed to serve? ❑ How will we know when we are successful? Based on our initial understanding of your RFQ the focus of your current website our conversations with Mark Dennis and our extensive knowledge of local governments needs we believe the primary reasons for redesigning the website are ❑ Provide citizens and businesses with more timely and useful information ❑ Make it easier for website visitors to find the information they need ❑ Distribute content management and authorship to non technical staff members throughout the City The primary audiences of the website include ❑ Local residents ❑ Local businesses ❑ Visitors ❑ Your staff and elected officials Other audiences could include ❑ Prospective residents ❑ Prospective businesses ❑ Media ❑ Residents of surrounding cities To fulfill these objectives and reach your target audiences we recommend ❑ Attractive Design A website design that reflects the City of Lake Elsinore draws people in and makes it immediately obvious that the website is the best place to get information and access resources ❑ Intuitive Navigation Information should be easy to find with the most important information accessible from the homepage to make it easier for website visitors ❑ Content Management Solution The City of Lake Elsinore should also implement a content management tool to facilitate management of content to non technical staff throughout the City 19 Agenda Item No 15 Page 12 of 40 ❑ Integrated Interactive Components Interactive components should be implemented to make the website more engaging and useful for users by allowing them to quickly zero in on the information most important to them ❑ Integration of Third Party Tools and Databases Tools and databases should be used to enable citizens to access government services at anytime and from anywhere Each of these recommendations is discussed in more detail in the sections that follow Attractive Design Design is important Today many people fudge the quality of an organization largely based upon the quality of its website These opinions are especially influenced by the initial impression of the website s graphic design Design ensures that users will use the website as a resource if the website is not attractive and inviting people assume it is of little value and do not spend the time necessary to find the information they need With Vision Internet your website will have a design that makes it stand out among cities on both a regional and national basis The City of Lake Elsinore website will be inviting easy to use and will reflect your unique identity This will be accomplished through the following design characteristics ❑ Creative design that incorporates custom design elements and the most important information and keeps both easily accessible from the homepage • Photos and collages of recognizable landmarks scenery of the City and the local area • Consistent look and feel throughout the site to make it easier for website visitors to navigate the site and find information they need • Use of Cascading Style Sheets to ensure future consistency as well as separation of content and design This makes it much easier to apply a new design theme in the future without the need to redevelop the underlying website • Section 508 Compliant making it accessible to persons with disabilities It may also incorporate the following design elements to make it easier for your users to navigate the site ❑ Easy to use drop down menus helping users to quickly understand navigation and locate information with the least amount of clicks ❑ Breadcrumbs showing the user s current path to let them know exactly where they are on the website Vision Internet is recognized for its ability to create great designs that fulfill each of the above objectives We have been featured in the national media and have won awards for creating effective web solutions We intend to use all of this skill and experience to create an award winning quality website for you Intuitive Navigation For your website we recommend orciamzing information by department, topic, and /or target users Keep in mind that the average resident does not know the organizational structure of the City nor needs to Our approach allows users to find information in the 20 Agenda Item No 15 Page 13 of 40 variety of ways that are most important to them This is a solution we use on many of our government websites making it easy for visitors to find information This is because content is available through multiple paths making it simple for users to search the site regardless of their preferred method We often implement Action Based Navigation which allows users to easily find a particular service or page on your website through an easy to use drill down menu such as / Want To view an event fill out a form etc It is also easy for your staff to update and maintain web pages because of our single source web publishing model You can update the web page one time and it is published to multiple locations throughout the site This prevents having inconsistent content while maintaining maximum usability for website visitors Content Management Solution Content management tools allow non technical staff to add edit and delete content as well as control who has access to managing different areas of the website This means that your staff can update announcements press releases news documents and other pages (even update or add Meta Tags) without knowing how to program This is done through simple and easy to use administration screens Because staff from each of the departments can update and maintain their website directly through browser based forms you can effectively cut your maintenance costs and redirect existing technical resources toward more important areas Vision Internet is unique in its ability to implement different content management solutions They include our own Microsoft ASP NET and SOL based Vision Content Management Tool Microsoft s Content Management Server (MCMS). and Stellent (Oracles CMS) While many clients choose our solution because it is very affordable and simple to use they also appreciate knowing that Vision Internet is able to recommend and implement the best answer to their particular needs Most of our competitors do not offer this flexibility For your project we recommend our proven non proprietary Microsoft ASP NET and SOL based content management tool It is affordable easy to use for non technical staff and provides you with the functionality you will need Furthermore you will not be locked into Vision Internet or any other company because it is based upon standard technologies and we provide you with the source code for your own use Administration Tools Vision Internet s Content Management Tool provides you with a dynamic website where you have the ability to modify content on any page in the website through simple and easy to use administration screens Additionally you can add new pages and insert them into the navigation of the website This allows you to continually grow your website over time without ongoing maintenance fees Our content management tool includes a number of functions that make it extremely easy for your non technical staff to manage website content The most important include 21 Agenda Item No 15 Page 14 of 40 • Browser Based Administration that allows for easy management of content by anyone who is familiar with surfing the Internet and using basic word processing programs There is no need for your staff to know programming when updating content This allows authorized staff members to update delete and create new pages based on a predefined template and Insert them into the website s navigation • WYSIWYG Text Editor that Is based upon standard document creation tools that make It easy for your non technical staff to edit and format text With the WYSIWYG (What You See Is What You Get) editor they can change font styles colors sizes and formatting such as bold Italics and underlining live 8410 selection Font Seletbon Ford Stw ♦ Ford CDlot • eaUground Coior Bold Rages SMKBAUough Superscript and Subscript Paragraph Alignment Indentallon Figure 1 WYSIWYG text editor nppiy CSS 2aw nat IN" Numbered Lists BulletedUsts Copy Paste Create Tables Insect Images rased form Fields Altaeb 0o reams msellUnks Spelt c"ek More • Content Approval Cycle that allows staff persons to create content that passes through multiple levels of review and approval before going live • Automatic Alt Tags for Images ensuring future Section 508 compliance Cl Automatic Image Resizing to convert those large high resolution photos from digital cameras Into web ready Images ❑ Undo. Redo. and Trashcan tools giving you the ability to recover from mistakes ❑ Styles that can be applied to such elements as text headers and lists thereby enabling you to create web pages with a consistent look • Paste Text from Microsoft Word to make it easier to add content to the website while stripping MS Word formatting and converting it to HTML • Spell Check to help you create content that is free of any embarrassing spelling errors ❑ Search and Replace tool that replaces a word or phrase within the page ❑ Secure Administration that offers password protection to content management functions Our sophisticated tool allows you to grant management rights to 22 Agenda Item No 15 Page 15 of 40 specific users or groups of users Administration rights can be granted to the entire site or restricted to specific areas or types of content (i a by department) ❑ Single Source Web Publishing that permits administrators to update a single web page and reflect those changes on multiple pages throughout the site ❑ Navigation Control that allows you to add new pages or move pages anywhere within the website ❑ Page Linking that enables you to easily create links to any page in the website or to other websites ❑ Email Address Masking which prevents spammers from getting the email addresses of your employees when crawling your site ❑ Document Central that allows for the storage of a single version of each document in a central place and for them to be linked to virtually any page in the website ❑ Image Library that stores a single version of each image in a central place and subsequently adds them to virtually any page in the website ❑ Content Scheduling to save time and money This allows all standard pages and specific predefined component content to be setup to publish ahead of time and be automatically removed or archived when it will no longer be relevant ❑ Printable Pages that enable your website visitors to print out virtually any page on the website for reading offline ❑ Forward to a Friend functionality that enables your website visitors to send an email to a colleague that directs them to a specific page on your website Optional functions available under additional budget include ❑ Multilingual Support which allows you to publish web pages in any language including multi byte Asian and Arabic languages Our tool can be configured to accept your translated content Configuration and translation services are not included however they are available for an additional fee Included Interactive Components In addition to the creative design effective navigation and easy to use Vision Content Management Tool we will provide the City of Lake Elsinore with interactive components for managing special types of content These offer a higher level of interactivity to your website visitors Website users can easily find the information they need and staff will be able to maintain the site with timely information Based on your RFQ and thorough analysis of your current website we believe these components will most fit your needs 23 Agenda Item No 15 Page 16 of 40 • Approval Cycle • Calendar ❑ Document Central • Dynamic Homepage • Dynamic Department Homepages • e Notification • Form /Survey Tool ❑ Frequently Asked Questions ❑ Image Library ❑ Job Postings • News and Newsletter • Site Search ❑ Sitemap Generator ❑ Staff Directory Each of these interactive components is described in detail below Please keep in mind that with our advanced content management tool you can manage content in your website without interactive components These advanced components however provide a much higher level of usability and make managing content much easier for your staff When choosing whether to implement a specialized interactive component the variables to consider are budget frequency of content changes and volume of a specific type of content We believe the components included here provide you the best value for your needs Customization of the Vision Content Management Tool includes the frontend graphic design and layout as well as adding or subtracting fields for your specific needs Our clients appreciate the flexibility that this level of customization provides over the cookie cutter offerings of our competitors Approval Cycle For websites where content authorship and updates are distributed throughout an organizations departments it is helpful to implement the Approval Cycle where content updates and changes do not go live on the website until one or more persons have approved them This allows you to segment the management of content by groups of users (such as departments) in addition to types of content as determined by the interactive components It is extremely flexible allowing you to define as many workflows as you require with as many steps in the approval as you deem necessary Most clients have one workflow per department with up to four or five steps in each 24 Agenda Item No 15 Page 17 of 40 Calendar An interactive Calendar is a staple of local government websites and is an essential tool for your site s success The Calendar can be used to improve attendance at your events and meetings by making it easier for users to find the types of events important to them It can also be implemented in a user friendly monthly or yearly format To assist users further the Calendar has filtering tools that allow them to find information by month category or even departments This makes it quite easy to locate specific information Our Calendar contains a number of advanced functions including Figure 2 Interactive Calendar to find meetings and events quickly • Recurring events function • HTML editing capabilities (including ability to include photos and links) • Automatic archiving • Integration with a Notification ❑ Ability to create and assign filtering categories to events • Ability to restrict use of categories by specific staff • Ability to control which events to include on the homepage of the site • Ability to insert Calendar pages anywhere in the site navigation • Ability to apply different Calendar formats including standard monthly Calendar and a listing of events • Automatic R55 feed NOTE With the a Notification tool calendar Information may also be broadcast to subscribers wa email 25 Agenda Item No 15 Page 18 of 40 ry M O SSE mCabmL aemvmu Septemb r2005 n 28 29 30 31 1 2 3 Qt1Y¢ IGmM tl]la �tb�5m Faetlal BPa.S fat2 KM �to. y�ym, am 16i�e � CYhtl YiIYUS 4 5 6 7 ltg 7* rim mm k 4vffi�a Figure 2 Interactive Calendar to find meetings and events quickly • Recurring events function • HTML editing capabilities (including ability to include photos and links) • Automatic archiving • Integration with a Notification ❑ Ability to create and assign filtering categories to events • Ability to restrict use of categories by specific staff • Ability to control which events to include on the homepage of the site • Ability to insert Calendar pages anywhere in the site navigation • Ability to apply different Calendar formats including standard monthly Calendar and a listing of events • Automatic R55 feed NOTE With the a Notification tool calendar Information may also be broadcast to subscribers wa email 25 Agenda Item No 15 Page 18 of 40 Document Central Based on our extensive experience in content management we ° recommend a centralized location for all documents This allows �•�•s =a pPCNneunexnert website visitors to browse for �MM.µ documents from a single categorized location as well as to access information from individual pages within the website Furthermore it allows easier Figure 3 Documents and files are accessible from a administrator management of files central location thus preventing confusing links and ensuring there are not multiple versions of the same document throughout the site To prevent broken links in the website the Document Central prevents deletion of linked documents and provides a complete list of pages linking to the document to simplify website administration We recommend all documents be stored in Adobe Acrobat PDF format to enable everyone to view them regardless of platform However you may upload most types of files including Microsoft Word Excel graphics files and audio or video clips Dynamic Homepage It is important on a city website to list the most current news press releases or events This keeps the community informed while ensuring the website is fresh and timely It also exposes website visitors to important information they may not necessarily be looking for A Dynamic Homepage automates this process for your staff by displaying the most recent information and automatically removing it when it is no longer relevant It will Figure 4 The City of Arcadia website with emergency homepage notice activated W Agenda Item No 15 Page 19 of 40 o- a i p. 1 t LS}aL I ------ - - - - -- Figure 4 The City of Arcadia website with emergency homepage notice activated W Agenda Item No 15 Page 19 of 40 save your staff time while guaranteeing that your homepage is up to date Please note that the Dynamic Homepage can include an emergency homepage notice Dynamic Department Homepages While the Dynamic Homepage would provide information for the City overall the Dynamic Department Homepages would provide the same functionality for individual departments The system will be implemented in a way that information could be posted on both the main homepage and a department homepage simultaneously without duplication of effort The screenshots below show the City of Charlottesville s homepage which lists current events and the city councils homepage which automatically lists council specific news Figure 5 City of Charlottesville s homepage Figure 6 Dynamic Dept Homepages automatically automatically lists upcoming events lists a department s current news or events e Notification Increase communication draw in more repeat users and get important information out more quickly using our email based a Notification tool Our tool provides a sign up box allowing users to add their email addresses to receive important notices and set their preferences for the a Notifications they would like to receive Each registration is verified via a confirmation email that the user must respond to in order to complete the registration process This same mechanism allows each user to change preferences including opting out from subscription lists To better manage the a Notification process your staff can see how many subscribers there are for each category plus edit subscriber information and export the subscriber database for use in other systems The best part about our a Notification tool is that it also integrates with the Calendar and News and Newsletter components giving you the ability to broadcast event and news content from your website to your subscribers There is no need to recreate the content This integrated approach enables your users to sign up for different types and 27 Agenda Item No 15 Page 20 of 40 categories of content on a single subscription page in order to have it delivered directly into their email box Form /Survey Tool Interactive forms are the staple of an effective government website They allow users to communicate and interact with their government at convenient times Vision Internet s Form /Survey Tool can be used for asking questions getting feedback or submitting applications Keep in mind that these online forms can be used for replicating most paper forms in the City including service requests The Form /Survey Tool also provides you with the ability to easily create your own online surveys and track the results in real time In contrast to the traditional paper survey approach online surveys are more convenient because they eliminate the time and expense of mailing back responses Furthermore you can display the results in several formats including graphical representations This allows your staff to aggregate the responses and view them in report format The tool supports fill in the blank multiple choice multiple select and ranking type questions It also has an export function so you can analyze the results using Excel or any other program capable of importing CSV files This is a third party tool so only graphic design may be customized and the Approval Cycle functionality is not available Figure 7 The Form /Survey Tool lets you create forms and surveys where the results are stored in a central database and interactive reporting tools let you create graphical representations of the responses U-3 Agenda Item No 15 Page 21 of 40 Frequently Asked Questions Frequently Asked Questions (FAQ) are a website staple that visitors have come to expect While traditional FAQs consist of long lists of questions that may overwhelm users our component provides a simple and easy way for them to find the information they need Website visitors are able to browse the list of questions (and answers) by categories you define Multiple categories may be assigned to each question so that your visitors will be able to Figure 8 The centralized interactive FAQ makes it easy to find find answers based info while backend tools make it simple for staff upon the category that best matches what they are looking for Your staff will also love the feature because our tool presents a much simpler solution to creating FAQs Questions and their associated answers are submitted through a simple and centralized interface Our tool does the resti Image Library The Image Library is a centralized place where all images used in the website are stored This saves space because only a single version of each image is used on the entire site This also provides greater control as you can restrict the ability to add new images to specific staff members within your organization Images remained archived when deleted to prevent accidental broken links within the website while the content management tool tracks all pages using individual photos to make it easier for you to replace images in individual pages The Image Library also Incorporates several tools that make managing images much easier They include automatic scaling and sizing of photos to the maximum size recommended for your website plus automatic alt tag Insertion for Images added to pages to ensure future Section 508 compliance W-A Agenda Item No 15 Page 22 of 40 • InGrmation � Ir0'F1'll�f ,,,.11 ++.1Y 1 yJ 3 1Od. J: .nl 1 3ii.]4C .e.. } .. AA 111 1111!! Milli Rin I i question so that your visitors will be able to Figure 8 The centralized interactive FAQ makes it easy to find find answers based info while backend tools make it simple for staff upon the category that best matches what they are looking for Your staff will also love the feature because our tool presents a much simpler solution to creating FAQs Questions and their associated answers are submitted through a simple and centralized interface Our tool does the resti Image Library The Image Library is a centralized place where all images used in the website are stored This saves space because only a single version of each image is used on the entire site This also provides greater control as you can restrict the ability to add new images to specific staff members within your organization Images remained archived when deleted to prevent accidental broken links within the website while the content management tool tracks all pages using individual photos to make it easier for you to replace images in individual pages The Image Library also Incorporates several tools that make managing images much easier They include automatic scaling and sizing of photos to the maximum size recommended for your website plus automatic alt tag Insertion for Images added to pages to ensure future Section 508 compliance W-A Agenda Item No 15 Page 22 of 40 Job Postings Job Postings is one of the most popular types of content on local government websites By posting fobs within the site you are both attracting possible candidates and averting the flood of telephone inquiries about positions that do not exist This of course keeps your administrative costs down Our Job Postings tool makes posting fobs a snap Your HR staff simply fills out a form that can have any number of fields you define (such as position department salary and benefits) Staff can schedule when postings go live on the website and when they expire thus simplifying the process and Employment m Figure 9 Users can filter for)obs of interest reducing your administrative time and costs To make it easy for users postings can include interactive tools for filtering available positions by category type of position posting date and salary As is normal for all our components your staff is able to define the categories or classification of Job Postings News and Newsletter By posting news on your site you will improve communication with your target audiences Our experience is that news can take many forms including press releases newsletters feature stories and what s new content With our News and Newsletter component each of these types of news can be implemented onto a single section of the website or have their own separate area To ensure usability for website visitors while providing simplicity for staff news content is automatically moved to an archive section at a predefined interval after publishing Website visitors can browse the archive by category and date range This is a great way to provide a historical archive while making site administration easy Additionally RSS feeds of the News and Newsletters are automatically available to website visitors NOTE With the e Notification tool news fob and calendar Information may also be broadcast to subscribers via email Site Search Site users can find the specific content they need through the powerful search engine dtSearch The tool will search both HTML pages and documents such as Adobe PDF files and Microsoft Word documents It will return results in order of relevance based 30 Agenda Item No 15 Page 23 of 40 upon frequency of search words in the page content or metadata In an optional advanced mode implementation dtSearch supports full Boolean keyword searches This third party software needs to be installed on the web server Sitemap Generator Some people prefer to navigate from a central sitemap where they are able to quickly see a snapshot of the overall website structure Additionally visually impaired people often use the sitemap as their principal source of navigation because it is much faster for their screen reader software to move through this than other navigation pages The Sitemap Generator makes it easy for website visitors and staff alike by automatically generating a sitemap based upon the current site hierarchy When a change is made to a page location on the website it is automatically updated on the sitemap This ensures up to the minute accuracy and is much easier than staff having to maintain a static sitemap Staff Directory It is often difficult for website visitors to find the correct person to contact in a government agency However the useful Staff Directory component greatly simplifies this search It can list all staff persons departments even related agencies and partners along with their contact information and description of their role or area of specialization Your website users will love the convenience simplicity and accessibility they can easily filter the list of staff based upon name department or other criteria determined to be important to them Figure 10 Staff Directory allows users to interactively find staff contact information by department name or service Additionally your staff will be pleased that they can make their email addresses available to others without exposing their contact information to spammers Our tool masks email addresses so that email harvesting software used by spammers cannot automatically extract them from your website Options/ /nteradive Components Vision Internet creates custom solutions therefore we are able to offer you virtually any conceivable type of function Based upon our extensive knowledge of government needs plus reviewing your existing website we believe the following additional components may be of benefit to you You did not specifically request them so we have listed them as optional We can implement them now or at any time in the future 31 Agenda Item No 15 Page 24 of 40 We list them to demonstrate that we have the ability to be your long term partner They would be under an additional budget or you can swap any of the included components for optional components of equivalent value Recommended components are ❑ Custom Online Forms ❑ Multilingual Support ❑ Dynamic Banners ❑ Online Payments ❑ Event Registration ❑ RFP Postings ❑ Extranet (Members Only) ❑ Rotating Testimonials ❑ Intranet ❑ Weather Update Custom Online Forms Online forms are a great way to collect information from your website visitors While our Form /Survey Tool supports creating basic online forms we are able to generate more advanced Custom Online Forms that can perform complex validations calculations and integration with Online Payments The budget for creating online forms is based upon the actual time required for programming the forms and /or integrating them with existing databases As part of our consulting process we will evaluate forms to be added to the website and provide you with a quote for implementing the advanced forms As an option Custom Online Forms can have the information stored in a database We will provide you a fixed quote for these forms after we better understand your needs during the consulting stages of your project Dynamic Banners While your site will include graphical banners that make the website attractive changing the banners from time to time will keep the website fresh and interesting While Vision Internet can change the banners at anytime for an incremental maintenance fee the Dynamic Banners tool allows your staff to change the banner images by themselves whenever they want With the simple to use interface they can easily upload pre sized photos graphics or collages to replace existing banner graphics Depending on your preferences we will implement the Dynamic Banners so that you can apply a different banner for individual pages the overall website or on a rotating basis We would work with you to determine the best implementation for your unique needs You can see an example of the implementation of Dynamic Banners at www visioninternet com As you go to different sections you will notice that different banners are used We can change banners via simple image upload We will be happy to provide a demonstration of backend tools upon request Included in this budget are five dynamic banners additional banners will be billed at our hourly rates Event Registration You will be able to increase attendance at your events by making registration simple and easy with the Event Registration tool Because the Event Registration tool 32 Agenda Item No 15 Page 25 of 40 integrates with our Calendar it makes browsing available classes and programs a snap Additionally the tool will save your staff time by allowing them to easily add events and to print rosters of people who have signed up for specific events When your staff adds a new event into the Calendar they will set a flag indicating that it allows for online registration They will furthermore define the price for the event and the maximum number of attendees When the user views an event in the Calendar that they can register for they will see a link in its description which leads to a registration form More advanced functions and features such as credit card processing variable pricing models or stored user profiles will require additional fees We implemented this for the Minnesota Office of Secretary of State Northern Indiana Workforce Investment Board and California Association of Public Information Officers However there are no events posted at this time that require registration A demonstration is available upon request Extranet (Members Only) Vision Internet can implement an Extranet where restricted content is integrated into the main city website The restricted content is not viewable by users until they log into the website (i a designated staff or elected officials) Once they log in they will see the additional content within the menus or as an additional section to the main website When implementing the Extranet you may want to have different levels of information access With our Extranet tool you can define an unlimited number of groups such as designated staff executive management and elected officials Registered users can belong to any number of groups and any number of groups can be associated with most pages in the extranet Once implemented the website visitors will need to log into the website using a username and password to view the secure pages The basic Extranet tool includes functionality to restrict viewing pages in the navigation of the website Additionally the tool offers the ability to restrict viewing content in News and Calendar An additional fee applies for implementing Extranet functionality within other interactive components Intranet While the public website will enable you to improve your communication with people outside your organization the intranet will serve as the main source of information for your employees It will have its own unique homepage navigation and design The design will be based upon the approved public website design however it may include its own color scheme collage and homepage layout On the following page is an example of the website and intranet as implemented on the City of Lancaster site In implementing your intranet we would take the following steps ❑ Complete your main website project ❑ Replicate the main website including all components such as calendar news etc ❑ Implement the approved intranet design 33 Agenda Item No 15 Page 26 of 40 ❑ Migrate or add pages as required' ❑ Launch the website behind a firewall so as to make it inaccessible from outside your internal network' In this approach the content in the website and the intranet plus all management tools would be separate however the intranet will pull public events and news content from the main website as needed so that you do not need to duplicate this type of content Figure 11 Bottom image is of the City s website while top image is of the City s intranet Multilingual Support It is important to reach non English speaking residents they are a mayor audience that may require your services In order to help you communicate with all your residents we can offer the City of Lake Elsinore one of our Multilingual Support components We have included this as optional because there are two available approaches that you can compare and evaluate based on your specific needs and budget The options include ❑ Automated translation via translation engine ❑ Separate site for alternative language with sub set of content translated A description of each is provided below Includes up to 50 pages additional pages may be migrated for an additional budget 2 For users to access the intranet from outside your network they may need to use a VPN to access your network prior to accessing the intranet 34 Agenda Item No 15 Page 27 of 40 In using any of these approaches we will provide links at the top of your homepage that allow for easy navigation between the different language sites We are one of very few vendors that have specific experience developing foreign language websites We have created websites in Spanish Chinese Haitian Creole and Danish NOTE Please note that without the Multilingual Support tools you can still add your non English content directly into the Vision Content Management Tool This can simply be treated as a department While the graphics would not be changed in the navigation and headers the alternate language text could be added directly by your staff This approach is beneficial when you do not have the budget for either of the solutions below or when you only need a few non English pages AUTOMATED TRANSLATION Vision Internet uses SYSTRANlink for automated translations in real time In this option a link directs users to translate the page via the third party service To provide higher levels of accuracy you are able to define accurate translations of words or phrases incorrectly translated by the software Vision Internet would provide alternative graphic elements with translated text (for items like buttons) to provide a more complete multi lingual experience SEPARATE ALTERNATIVE LANGUAGE SITE Because most organizations want to have more accurate translations than what automated tools can provide they ask us to setup a separate site for alternative languages Based upon the main website s design and layout the alternative language site provides a translated subset of the English version (Clients need to provide translated content or we can have a third party translator provide this to you at an additional fee) When implementing alternative languages in this approach we create a separate homepage for each language that will be based upon the main homepage However the graphics and top level navigation will be translated into the alternative language You will then add the alternative language pages into your website using the same content management tool as the main website In addition Calendar and News components will also be setup in the alternative language For an additional fee this can also be done with other components Online Payments The Online Payments functionality is a core tool integrated into the content management tool and used by other components requiring online transactions It would include integration with an online transaction service' where transaction information would be transmitted securely to a third party vendor This vendor would then process the credit card or a check and transfer the funds from the transaction to your bank account ' Our standard online payment service is Authorize Net Integration of other services may result in additional fees 35 Agenda Item No 15 Page 28 of 40 A recording of each transaction is logged into a local database for reconciliation with the transaction report made available from the vendor Transactions recorded within the central database would also be associated with the transactions by different applications using the tool For security reasons however credit card information will not be stored into the database This is an add on to payment related functions and forms The types of custom forms that may be beneficial to you are ❑ Bill Payment ❑ Permit Applications ❑ Ticket Payment a Other Transactions Transaction based forms and /or functions are an additional cost beyond the Online Payments tool RFP Postings To make future Requests for Proposals simpler easier to manage and more cost effective the website can include an RFP Postings where they can be posted along with amendments and updates Potential vendors can download RFPs in a PDF format Because RFPs are time sensitive you can schedule when the RFP posting would be live on the website and when it would be removed thus ensuring your website is kept up to date with minimal staff time required NOTE Vision Internet also offers a full e Procurement Application that Includes vendor management tools onlne bidding automatic distribution of RFPs and addendum$ and enforces government procurement best practices This advanced tool can enable you to reach paperless purchasing and significantly streamline your procurement process It is much more affordable than most online bidding applications and may be helpful ifyou are posting several bid opportunities per month Rotating Testimonials Rotating Testimonials provide the ability to add content that rotates in specific placeholders of the site You can see examples at www visiomnternet com or www greenbrierwv com In the case of the Greenbrier Convention and Visitors Bureau it is implemented as Rotating Factoids rather than testimonials We can implement the tool as you require Weather Update Weather information is often important to visitors of government websites By offering the local weather on your own site your online users will come into the habit of regularly visiting it and thus become more familiar with the City and all that you have to offer them There are two options on how to display weather reports and both pull data from a third party website (i a The Weather Channel) The first will allow you to display weather within a predefined template (which requires you to use their graphics and provide a reference and link to their website) The second option allows you to 36 Agenda Item No 15 Page 29 of 40 customize the design of the Weather Update to better fit within your website While the first option requires no ongoing fee the second requires a nominal monthly fee Integration of Third Party Tools and Databases Today there are many advanced tools for such functions as ❑ Class Registration ❑ Permitting ❑ Service Requests (CRM) ❑ Streaming Video ❑ Others Our content management tool can easily work with these tools provided they are web enabled Most of these types of tools can be given the same look and feel as your main website via modifications to the presentation template For your project we will provide you with an HTML template that vendors of these third party tools can use We will also integrate links to these third party tools into the overall website navigation There are many examples of where we have used this approach including the Cities of College Station TX Diamond Bar CA Citrus Heights CA and many others Additionally we are able to create web interfaces for your third party databases Examples of previous projects where we have done this include displaying tax records that were exported from a main frame for Vanderburgh County IN displaying crime statistics from California State databases for the City of Citrus Heights CA displaying travel options from various databases for several airlines including United and displaying staff and student contact information from school databases for the UCLA School of Law These are lust a few examples of our extensive experience working with third party databases and systems While interfaces to third party systems are not included within the budget they are available for an additional fee We will provide a firm quote for interfaces after analyzing the databases and requirements during the consulting phase of your project Optional Maintenance and Hosting Services Vision Internet is a full service firm able to offer all that is required to build and maintain your website This includes website maintenance support and hosting services While you are not required to use any of these you can rest assured knowing that we are able to provide you the support you need to ensure your projects long term success Website Maintenance and Support Content management tools enable you to easily manage the content of the website without the need of programming experience This can save you considerable time and money over a static website that requires a technical person s expertise Sometimes you may need to expand the scope of the website by adding new components 37 Agenda Item No 15 Page 30 of 40 changing the graphic design or designing complex pages We as your partner can provide you with webslte maintenance services We perform webslte maintenance by using the following procedure 1 When receiving service requirements from a client our In house team will first analyze the request and then come up with the best solution for performing updates to the webslte In our staging /testing environment 2 After completing the changes our quality assurance staff will conduct testing of all the updates to make sure that changes are consistent with the existing webslte and that there are no programming bugs 3 After our quality assurance tester confirms the updates we transfer the files from the staging /testing environment to the live server Our three step procedure assures quality service efficiency and on time delivery We are committed to our clients offering a 48 hour turnaround time for most web content and simple graphics modifications to the webslte For larger tasks such as adding new components we will provide you with an estimate before beginning work TECHNICAL SUPPORT We at Vision Internet stand behind our clients and can provide you with the support you need Most of our clients have an Internal point person who serves as the first level of support for staff members by answering their questions and showing them how to perform basic functions using the content management tool From time to time however your internal point person or webmaster may have questions regarding how to perform tasks configure the system or accomplish some organizational need in the best way possible In all cases Vision Internet Is able to address your technical and /or operational needs You will be assigned a service support person who will serve as your first level of support and manage any needs you may have Because we are looking forward to building a long term relationship with you we will provide three months FREE webslte maintenance and technical support OPTIONAL MAINTENANCE /SUPPORT PLAN Beyond the Initial three months many of our clients opt to buy blocks of hours for maintenance and technical support at a lower blended rate Our maintenance and support plan is unique Rather than the standard 18% 20°/ maintenance plan that includes upgrades and support we offer a more flexible and fair approach The problems with traditional maintenance contracts offered by our competitors are • You have no control over what goes into the annual upgrade so you may not get anything of value to you • If the features you want are not in the upgrade you may need to pay for additional customization in addition to the maintenance contract you already paid for W Agenda Item No 15 Page 31 of 40 ❑ If you want to add additional components you will still need to request an additional capital budget to cover the new development In our approach you buy blocks of hours for maintenance and support at a lower blended rate The time can be used for maintenance and support on an as needed basis throughout the year At the end of the year you can apply any unused value towards an upgrade of the content management tool customizations to your website or implementation of new components This provides you maximum flexibility because ❑ You set the amount you want to allocate for maintenance and enhancements on an annual basis ❑ If the annual upgrade does not contain functionality useful to you you can simply skip the upgrade and apply the unused value to additional components or enhancements ❑ You are able to add new functionality to your site under maintenance budgets rather than the harder to come by capital budget funds Most clients only use three to four hours of support/maintenance per quarter but will purchase a maintenance contract of five to ten hours per month because of the exceptional value it provides for future developments Website Hosting For over eleven years website hosting has been an integral part of our operations We started our business as an Internet Service Provider (ISP) offering full service connectivity design and hosting As the business evolved we developed our relationship with Level 3 a global network provider which enables us to provide comprehensive hosting solutions for our clients We have our own co location suite within a secure Level 3 facility Our hosting services include ❑ Unlimited T3 bandwidth (over a 100 Mbps digital line) ❑ Unlimited amount of disk space to use on our company web server ❑ Power failure equipment including battery backup ❑ Redundant generator backup ❑ Microsoft Windows Server 2003 ❑ Microsoft SOL Server 2005 o Full climate control ❑ Cisco routers and Raid 5 ❑ Security access via ID palm scanner and key card ❑ Guaranteed 99 9k uptime ❑ Monthly web usage statistics reports ❑ Fixed IP address for the website With Vision Internet you are not locked into using our web hosting services However many of our government clients throughout the country use our hosting services because of its exceptional value and administrative simplicity 39 Agenda Item No 15 Page 32 of 40 USAGE REPORTS FROM URCHIN reports In an organized and concise format all ,km with full color graphics By Figure 12 Urchin provides advanced interactive reporting utilizing this software we are able to offer complete reports on webslte visitor patterns referring sites visitor paths and demographics The reports enable you to understand the webslte end users what search engines and keywords they use to find your webslte the pages they access documents they download most often and much more The reports also provide activity and technical statistics that contain information about the average number of visits the least and most active days the length of visits the total hits the errors found on the pages etc These numbers are especially helpful when trying to determine the Impact various site promotions have had Urchin reports are made available to you over the web and data is easily exportable to Word Excel and XHML Project Approach The Vision Process Throughout our eleven years of web strategy experience we have constantly developed and refined our Implementation process This process consists of six stages In each there are formal review and approval points to give you full control of the project and ensure the final webslte meets your expectations This process is explained in the sections below Stage 1 Vision Stage In the Vision Stage we work with you to create the vision for your webslte now and for the future The Vision Stage places heavy emphasis on the objectives of the webslte and how it supports your overall organizational goals To create the vision we will 40 Agenda Item No 15 Page 33 of 40 ❑ Prepare and tabulate surveys of key decision makers The survey will focus on goals and objectives what is good and bad about your current site examples of sites you like and many other topics ❑ Review your existing website and the websites of other cities ❑ Study examples of other websites you like ❑ Hold a brainstorming session with your web team ❑ Collect all content and materials for the new website The heart of this stage of the project is the brainstorming sessions where we discuss your current website the results of surveys the needs of users and staff and possible approaches for the future This serves to gain insights and create general support for the project We will also discuss operational considerations for once the website launches This operational discussion will be a two way dialog where you provide us information about the operational needs of the City of Lake Elsinore and we share with you our experience and knowledge based upon the best practices we have discovered over the years Stage 2 Concept Stage In the Concept Stage we will create the blueprint for realizing the vision To do this we will develop the site infrastructure that includes ❑ Creation of a navigation strategy that supports easy access to information ❑ Categorization of pages according to the navigation strategy ❑ Creation of a conceptual sitemap The navigation or information architecture will take into account your current needs plus allow for future expansion and growth ❑ Recommendation of interactive components to support easy navigation through special types of content such as events and news ❑ Drafting of a homepage layout wireframe that shows the placement of key information and dynamic content The Concept Stage will end with your approval of the sitemap and homepage layout wireframe Stage 3 Design Stage In this stage our creative team will continue with the creative graphic design for your homepage based on the approved homepage layout wireframe Our creative ability and expertise will allow us to develop compelling graphic design to make your website look great while maintaining its usability We will work very closely with your staff to establish a look and feel for the website that reflects your unique identity Website /Graphic Design will include ❑ Up to three homepage design concepts to establish direction ❑ Design of custom icons buttons screen elements and backgrounds if desired ❑ Efficient and streamlined navigation and site architecture ❑ Optimization for speed 41 Agenda Item No 15 Page 34 of 40 ❑ Section 508 Accessibility Compliance ❑ Consistent graphics structure and navigation design Towards the end of this stage we will present final homepage design concepts for your approval You will select one for implementation in the new website Stage 4 Development Stage This stage includes the interior page design and programming the website according to the approved specifications and creative design Programming will include the implementation of the content management tool and development of the interactive components Our creative team will give direction for the sub level page design Though we do not create content as part of our services we do include in the scope of your project the migration of up to 200 pages into the new website Stage 5 Quality Assurance Documentation and Training Stage While quality assurance is an integral part of every stage of the project in the Quality Assurance Stage we do extensive testing and reviewing of the website code We will thoroughly follow an exhaustive checklist of all pages and functions created during the development stage We recommend that you have a staff representative participate in this process to verify the site fulfills the expectations for the project Within this stage we will also provide a one day training consisting of a session for each departments content author in addition to an overall system administrator For content authors we will train them on how to create and update content using the content management tool and for the administrator we will instruct him /her on managing security system configuration and other advanced topics A custom training manual and reference is provided for updating the website The manual incorporates screenshots from your website, making it easy for staff to understand and use Stage 6 Launch Stage In the Launch Stage the website is moved to the production server In the event that Vision Internet is not hosting the website the City will be responsible for setting up a Windows Server running IIS and MS SQL Server Vision Internet will install all other necessary software make necessary configuration changes and transfer the code and content' We again go through the final quality assurance process ensuring the site transfers correctly After you approve that the website is ready to launch the website will be made available to the public We will continue to monitor the website over the next three months to make sure that the entire site is functioning properly Project Schedule The table below shows our recommended development and launch schedule along with a list of key deliverables /milestones We can however work with you to find a way to shorten the schedule if you require The City will need to provide remote access to the server during the setup and configuration of the website or be prepared to perform the setup under the direction of Vision Internet s technical staff In this case additional fees may apply 42 Agenda Item No 15 Page 35 of 40 a — 4 Weeks - 4 Weeks - 4 Weeks 1 7 P ogFardmilrig of theve� ii`fe * * 4 - 9 Weeks zwj 6 Mirr`atwnt6i u� toy 200 agbs ofd �i% t X Q alit Assurance and DacUmenia iofr ++ fa, at° � .. + L) Co� mpleted websrte K ''t f 2 — 3 Weeks ❑ 2C, ustomized training manual ❑K Opsite training { r Softla'drich & Final Launch r '. Li 0)46.ve websrte to produciidi 4`6 '1 K ❑ td tinuec' final testin K 2 Weeks "Y g i` w AK.f'' " ' d' W&itegoes live Total estimated time to launch 15 - 26 Weeks * The schedule may vary largely depending on optional components and partiapant decision times Some stages may overlap which can reduce the total time of completion 43 Agenda Item No 15 Page 36 of 40 5 INTEGRATED CONTENT MANAGEMENT SYSTEM As mentioned on page 21 our non proprietary content management tool will provide the functionality the City of Lake Elsinore website needs We are also providing the City with many useful interactive components For your convenience we have included the Component/Module Checklist from page 4 of your RFQ For detailed descriptions of the many included and optional components we are capable of implementing for the City please see page 23 No Component/Module Function Offered by Vendor Comment Name Vendor (Indicate Yes /No) 1 Agenda Postings Upload Yes With our included CMT your staff can easily agendas manage content such as agendas 2 Browser Based Update Yes Our included non proprietary CMT has Administration delete and browser based administration that allows for create easy content management For more details template see page 21 based webpages 3 Calendar Update /Pub Yes As mentioned on page 23 we are including fish this within your project calendars 4 Departmental Dynamic Yes As mentioned on page 23 we are including Homepages content this within your project 5 Directories listings Dynamic Yes Vision Internet can create many types of Content directories and listings for the City s website such as the included Staff Directory Please see page 31 for more details 6 e Notification Electronic Yes As mentioned on page 23 we are including subscription this within your project 7 Event Registration Online Yes As an option we are offering our Event reservation/ Registration component Please see page 32 payment for details 8 Forward to a Friend Email Yes This functionality is included within your extension project 9 Frequently Asked Dynamic Yes As mentioned on page 23 we are including m Agenda Item No 15 Page 37 of 40 45 Agenda Item No 15 Page 38 of 40 Questions content this within your project 10 Intranet/Extranet User Yes As an option we can provide the City with restricted both Intranet and Extranet capabilities pages Please see page 33 for details 11 Job Posting Postings Yes As mentioned on page 23 we are including and online this within your project application submission 12 Minutes Posting Upload /arch Yes With our included CMT your staff can post rving minutes on the website 13 Multilingual Support Dynamic Yes As an option we are offering several options content for Multilingual Support Depending on the City s specific needs it can choose the option best suited for the community Please see page 34 for details 14 News and Dynamic Yes As a part of your project we are including Announcements content our News and Newsletter component which allows you to easily post news content of all kinds Please see page 30 for more details 15 News Releases Online Yes Please see our comment for item 14 publishing 16 Newsletters /e Zme Subscriptio Yes Please see our comment for item 14 n and online publishing 17 Online Forms Forms /publi Yes Included in your project is our Form /Survey shmg /tracks Tool which allows your staff to create their ng own online surveys and forms As an option we can also create custom forms for the City Please see pages 28 and 32 for details 18 Online Payments Secure Yes As an option we can provide you with online Online Payments Please see page 35 for transaction details 19 Printable Pages Print Yes Virtually any page on the website will be friendly printable function 20 RFP Posting Dynamic Yes With our included CMT your staff can easily manage content such as RFPs However 45 Agenda Item No 15 Page 38 of 40 M Agenda Item No 15 Page 39 of 40 content should the City require additional functionality we can also offer our RFP Postings tool Please see page 36 for details 21 Rotating Dynamic Yes Included in your project are rotating photos Photos /Banner Ads image for your homepage We can also offer display Dynamic Banners as an option Please see page 32 for details 22 Site Search Search Yes Included in your project is Site Search engine Please see page 30 for details 23 Vendor Registration Online Yes With our Form /Survey Tool described on registration page 28 your staff can create forms for users wishing to submit applications or information to the City For additional functionality we can also create a custom solution We can discuss this option with you during the consulting phase of your project and determine your community s specific needs 24 Other(s) Yes Vision Internet creates custom solutions and can provide the City with virtually any conceivable type of function We can discuss any additional needs the City may have and our effective solutions during the consulting phase of your project M Agenda Item No 15 Page 39 of 40 Agenda Item No 15 Page 40 of 40 CITY OF ink LAKE LSIIYOIZE - -1 ` DREAM EXTREME- REPORT TO CITY COUNCIL & PUBLIC FINANCE AUTHORITY TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL, HONORABLE CHAIRMAN AND MEMBERS OF THE PUBLIC FINANCE AUTHORITY FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT RESOLUTION AUTHORIZING THE REFUNDING OF BONDS FOR COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE PUBLIC IMPROVEMENTS) Background The District On March 13 1990 the City formed CFD No 88 3 (West Lake Elsinore Public Improvements) (the District ) by the adoption of Resolution No 89 76 On March 13 1990 the qualified electors in the District approved the special tax levy on accordance with the rate and method of apportionment and approved the issuance of bonds by the District Pursuant to Resolution No 96 75 adopted by the City Council on December 10 1996 and Resolution No 97 24 adopted by the City Council on May 27 1997 the District issued its 1997 Special Tax Refunding Bonds Series A in the amount of $24 550 000 Pursuant to Resolution No 96 75 adopted by the City Council on December 10 1996 and Resolution No 97 24 adopted by the City Council on May 27 1997 the District issued its 1997 Special Tax Refunding Bonds Series B in the amount of $4 255 000 and its 1997 Special Tax Parity Bonds Series B in the amount of $3 100 000 The Pubhc Finance Authority Pursuant to Resolution No PFA 96 2 adopted by the City Council on December 10 1996 and Resolution No PFA 97 1 adopted by the City Council on May 27 1997 the District issued its 1997 Special Tax Refunding Bonds Series A in the amount of $24 550 000 AGENDA ITEM NO _ N PAGE 1 OF 303 Resolution Authorizing CFD 88 3 Refunding Bonds December 11 2007 Page 2 Discussion Current law allows for the refunding of bonds to take advantage of cost savings These savings result in a reduced annual debt service thereby reducing the annual special tax requirement paid by the property owners within the District Special Tax As a result of this refunding the annual special tax in District will be reduced approximately 10 0% Over the life the bonds the total savings is approximately $3 million Bond Issue Before you is the resolution authorizing the issuance of the bonds Once the bonds have been issued the District is not authorized to issue any additional bonds secured by special taxes levied in the District Some highlights related to the bond issues are as follows and are supported by the attached cash flow tables attached to this report on pages ?2 through S-7 1 Annual savings $236 810 to 288 397 (last year is $1 869 245) 2 Total savings $4 921 946 3 Present Value total savings $3 445 795 4 Net savings $2 574 795 5 Percentage savings 12 15% The following is a list of the bond documents that the City Council and Public Financing Authority Board are approving by resolution 1 Fiscal Agent Agreement (Pages through Oo) 2 Commitment Agreement and Purchase Contract (Pages 101 through JW 3 Commitment Agreement and Purchase Contract (Pages Aj�- throughj;�o) 4 Purchase Contract (Pages 10 through 110) 5 Escrow Agreement (Pages ILA through M) 6 Continuing Disclosure Agreement (Pages RgD through _Ltn) 7 Indenture of Trust (Pages j]o through .AAp) 8 Preliminary Official Statement (Pages through 30) AGENDA rrui No—. —Q —_ PAGE of Resolution Authorizing CFD 88 3 Refunding Bonds December 11 2007 Page 3 Fiscal Impact Repayment of the bonds is secured by the special taxes levied on all property within the district other than those properties that are exempt as provided in the respective rate and method of apportionment Recommendations 1 Waive further reading and adopt a resolution of the City Council of the City Of Lake Elsinore California Acting As The Legislative Body of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) authorizing the issuance of City Of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series and City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series approving the issuance of the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A and the execution and delivery of a Fiscal Agent Agreement Commitment Agreement And Purchase Contracts a Purchase Contract and a Continuing Disclosure Agreement 2 Waive further reading and adopt a resolution of the Board of Directors of the Lake Elsinore Public Financing Authority approving the issuance of Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A in the aggregate principal amount not to exceed $23 000 000 approving an Indenture Of Trust a Purchase Contract an Escrow Agreement a Preliminary Official Statement and Commitment Agreement and Purchase Contracts for the purchase of local obligations of the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) and taking other actions related thereto Prepared by Matt N Presse Director of Admin rative Services Approved by Robert A Brady City Manager AGENDA ITErA NO _— PAGE OF RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE, CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE), AUTHORIZING THE ISSUANCE OF CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SPECIAL TAX BONDS, 2008 SERIES AND CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SUBORDINATE SPECIAL TAX BONDS, 2008 SERIES APPROVING THE ISSUANCE OF THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (CFD 88 3 REFUNDING) 2008 SERIES A, AND THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT COMMITMENT AGREEMENT AND PURCHASE CONTRACTS, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT WHEREAS the City Council (the Council ) of the City of Lake Elsinore (the City ) has previously formed the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the District) pursuant to the Mello Roos Community Facilities Act of 1982 as amended (the Act) and WHEREAS the City desires to issue not to exceed $25 000 000 aggregate principal amount of bonds designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series (the Senior Bonds ) and not to exceed $7 175 000 aggregate principal amount of bonds designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series (the Subordinate Bonds and together with the Senior Bonds the District Bonds ) to be purchased by the Lake Elsinore Public Financing Authority (the Authority ) for the purpose of refinancing the purchase construction expansion or rehabilitation of certain real and other tangible property with an estimated useful life of five years or longer including public infrastructure facilities which the City or the District is authorized by law to construct own or operate which are necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the District and WHEREAS the Authority intends to issue its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Authority Bonds ) the proceeds of which along with other consideration will be used to purchase the District Bonds and WHEREAS proposed forms of a Fiscal Agent Agreement Commitment Agreement and Purchase Contracts a Purchase Contract and a Continuing Disclosure Agreement have been presented to the City Council and are on file with the City Clerk 1 AGENDA ITEM NO IQ PAGE 11 OF �JC) NOW, THEREFORE the City Council of the City of Lake Elsinore California acting as the legislative body of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) does hereby resolve as follows Section 1 The City Council as the legislative body of the District hereby authorizes the issuance of the Senior Bonds and the Subordinate Bonds in the aggregate principal amounts not to exceed $25 000 000 and $7 175 000 respectively Section 2 The City Council as the legislative body of the District hereby approves the Fiscal Agent Agreement in substantially the form on file with the City Clerk The Mayor the City Manager the Director of Administrative Services and any designee of any of them (each a Responsible Officer) are hereby authorized to execute the Fiscal Agent Agreement in substantially the form presented hereto with such revisions amendments and completions as shall be approved by any Responsible Officer with the advice of Bond Counsel such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer Section 3 The City Council as the legislative body of the District hereby approves the Continuing Disclosure Agreement in substantially the form on file with the City Clerk Any Responsible Officer is hereby authorized to execute the Continuing Disclosure Agreement in substantially the form presented hereto with such revisions amendments and completions as shall be approved by any Responsible Officer with the advice of Bond Counsel such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer Section 4 The City Council acting on its behalf and as the legislative body of the District hereby approves the Commitment Agreement and Purchase Contracts in substantially the forms on file with the City Clerk Any Responsible Officer is hereby authorized to execute the Commitment Agreement and Purchase Contracts in substantially the form presented hereto with such revisions amendments and completions as shall be approved by any Responsible Officer with the advice of Bond Counsel such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer provided that the Senior Bonds and the Subordinate Bonds shall bear interest at a rate not to exceed 5 5% and 10 0% respectively Section 5 The City Council acting on its behalf and as the legislative body of the District hereby approves the sale of the Authority Bonds to the Underwriter pursuant to and in accordance with the Purchase Contract in substantially the form on file with the City Clerk Any Responsible Officer is hereby authorized to execute the Purchase Contract with such revisions amendments and completions as shall be approved by any Responsible Officer with the advice of Bond Counsel such approval to be conclusively evidenced by the execution and delivery thereof by any Responsible Officer Section 6 Pursuant to Section 53344 1 of the Act the Council hereby reserves to itself in its sole discretion the right and authority by subsequent resolution to allow 2 AGENDA ITEM N0 _ PAGE S 01F any owner of property within the District subject to the provisions of Section 53344 1 of the Act and those conditions as it may impose and any applicable prepayment penalties as prescribed in the bond indenture or comparable instrument or document to tender to the District treasurer or fiscal agent in full payment or part payment of any installment of the 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 the bond or other obligation to be taken at par and credit to be given for the accrued interest shown thereby computed to the date of tender Section 7 The City Manager the Director of Administrative Services the City Clerk and all other officers of the City are hereby authorized and directed for and in the name and on behalf of the City and the District to do any and all things and take any and all other actions including the publication of any notices necessary or desirable in connection with the sale of the District Bonds and execution and delivery of any and all assignments certificates requisitions agreements notices consents instruments of conveyance warrants and other documents which they or any of them deem necessary or advisable in order to consummate the lawful issuance and sale of the District Bonds and the consummation of the transactions as described herein Section 8 This Resolution shall take effect from and after the date of its passage and adoption PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Lake Elsinore California this 11th day of December 2007 GtiT3 VIVIAN M MUNSON CITY CLERK ROBERT E MAGEE MAYOR AGENDA ITEM NO _ t�p � PAGE U OF 3 APPROVED AS TO FORM BARBARA ZEID LEIBOLD CITY ATTORNEY CITY OF LAKE ELSINORE STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE )ss CITY OF LAKE ELSINORE ) I VIVIAN M MUNSON City Clerk of the City of Lake Elsinore California hereby certify that Resolution No was adopted by the City Council of the City of Lake Elsinore California at a regular meeting held on the 11th day of December 2007 and that the same was adopted by the following vote AYES NOES ABSENT ABSTAIN VIVIAN M MUNSON CITY CLERK 4 AGENDA ITEM NO � 4 _ PAGE _�J_OF_21Q TABLE OF CONTENTS CASH FLOWS LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (CFD 88 -3 REFUNDING) TABLES RELATING TO THE AUTHORITY BONDS TABLE NO IA Sources and Uses (Composite Schedule Authority and District) TABLE NO IB — Bond Stats Bond Pricing Bond Debt Service schedule Proof of Arbitrage Yield Form 8038 Statistics Notes Bond size based upon total uses of funds TABLES NO 2A REFUNDING OF AUTHORITY 1997 SERIES F BONDS Escrow Costs Escrow Description Escrow Requirements Escrow Sufficiency Proof of Composite Escrow Yield Summary of Bonds Refunded TABLE NO 2B — SAVINGS CALCULATION — Annual Reduction PV Calculation and Percentage Savings TABLES NO 2C EXISTING DEBT SERVICE AUTHORITY 1997 SERIES F TABLES RELATING TO THE 2008 SERIES DISTRICT BONDS TABLES NO 3A — Special Tax Bonds 2008 Series Bonds Stats, Debt Service Schedule Bond Solution Schedule (sizing based upon existing Debt Service of 1997 Series A District Bonds being greater than proposed debt service) and Yield Table TABLES NO 3B 1997 Special Tax Bonds Series A —Debt Service Schedule TABLE NO 3C Accrued Interest Due at Closing — 1997 Special Tax Bonds Series A AGENDA ITEM No PAGE�_OF TABLES RELATING TO THE 1997 SERIES B DISTRICT BONDS TABLE 4A — Subordinate Special Tax Bonds 2008 Series — Debt Service Schedule TABLE NO 4B —1997 Special Tax Bonds Series B — Debt Service Schedule TABLE 4C —1997 Special Tax Parity Bonds Series B — Debt Service Schedule TABLE 4D — Accrued Interest Due at Closing —1997 Special Tax Bonds Series B TABLE 4E — Accrued Interest Due at Closing —1997 Special Tax Parity Bonds Series B AGENDA ITEM((N��' O PAGE__ _OF AGENDA ITEM NO _� �Q____ PAGE_ I O OF e'50 F� g O �D O b O o0 00 O �f w °o o O O O O O 00 DD .. y uj v vi Q vii O o0 voi vii N O r r O r N L O C 9 �a �° 9 p Corr vi o O d° a Nv�cvv aao N � e M y Vi `n 69 bN9 N V � 7 0 O k .a GI u �y vi a �a iv u y'a, c'o vv 'G�NA NaA o; Q ; cb 'O W �I E L A v D1 Q N v '� Q W y❑ J .4 T .G ttl U U � o o 'd p m V O O O a mao F o F h O oEoi>i N 0 xm�maxuu o O u m 4 O J Q wS fTi N y AGENDA ITEM NO _� �Q____ PAGE_ I O OF e'50 F� O �D O b O o0 00 O �f a0 N O o0 ? O r M VI O O O O O 00 DD b N W N O N O O M r VI L O �a �° Corr vi o N Nv�cvv aao N � � y Vi Vi 69 bN9 N V � 7 0 O c'o vv 'G�NA NaA o; Q ; cb 'O W �I E L A v D1 Q N v '� Q W y❑ J .4 T .G ttl U U � o O O O mao F o F h O oEoi>i N 0 xm�maxuu AGENDA ITEM NO _� �Q____ PAGE_ I O OF e'50 F� BOND SUMMARY STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 1B Dated Date 01/24/2008 Delivery Date 01/24/2008 Last Maturity 09/01/2020 Arbitrage Yield 4 322307 / True Interest Cost (TIC) 4531230/ Net Interest Cost (NIC) 4 096869 / All In TIC 5 275406 / Average Coupon 4 202033 / Average Life (years) 7 405 Duration of Issue (years) 6 091 Par Amount 21 990 000 00 Bond Proceeds 22 161 233 15 Total Interest 6 841 964 17 Net Interest 6 945 606 02 Total Debt Service 28 831 964 17 Maximum Annual Debt Service 2 555 02500 Average Annual Debt Service 2 287 746 77 Underwriter s Fees (per $1000) 171 233 15 Average Takedown (274 875 00) Other Fee 12 500000 Total Underwnter s Discount 12 500000 Bid Price 99 528686 Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates II - Page I AGENDA ITEM NO l�([__ PAGE,J OF (S Par Average Average Bond Component Value Price Coupon Life Serial Bonds 21 990 000 00 100 779 4 202 / 7 405 21 990 000 00 7 405 All In Arbitrage TIC TIC Yield Par Value 21 990 000 00 21 990 000 00 21 990 000 00 + Accrued Inte est + Premium (Discount) 171 233 15 171 233 15 171 233 15 Underwnter s Discount (274 875 00) (274 875 00) Cost of Issuance Expense (365 000 00) Other Amounts (345 983 57) (920 256 29) (345 983 57) Target Value 21 540 374 58 20 601 101 86 21 815 24958 Target Date 01/24/2008 01/24/2008 01/24/2008 Yield 4531230/ 5275406/ 4322307/ Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates II - Page I AGENDA ITEM NO l�([__ PAGE,J OF (S BOND PRICING Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No III Maturity Bond Component Date Amount Rate Yield Price Serial Bonds 09/01/2008 1 430 000 4 000 / 3 250 / 100 441 09/01/2009 1155000 4000/ 3300/ 101081 09/01/2010 1 245 000 4000/ 3350/ 101 604 09/01/2011 1 335 000 4 000 / 3 400 / 102 015 09/01/2012 1420000 4000/ 3500/ 102105 09/01/2013 1 520 000 4 000 / 3 600 / 102 010 09/01/2014 1 625 000 4 000 / 3 700 / 101 740 09/01/2015 1 725 000 4 000 / 3 850/ 100 977 09/01/2016 1 840 000 4 000 / 4 000 / 100 000 09/01/2017 1 955 000 4 125 / 4 125 / 100 000 09/01/2018 2 085 000 4 250 / 4 250 / 100 000 09/01/2019 2 210 000 4 375 / 4 375 / 100 000 0910112020 2 445 000 45001 45001 100 000 21 990 000 Dated Date Delivery Date First Coupon Par Amount Premium Production Undemnter s Discount Purchase Price Accrued Interest Net Proceeds Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates 01/24/2008 0I/2V2008 09/01/2008 21 990 000 00 171 233 15 22 161 233 15 100 778686 / (274 875 00) (1 250000) 21 886 358 15 99528686/ 21 886 358 15 Page 2 AGENDA ITEM NO PAGE OF-( 'LL BOND DEBT SERVICE Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No IB Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 21 990 000 21 990 000 09/01/2008 1 430 000 4 000 / 547 18283 1 977 18283 1977 18283 20 560 000 20 560 000 03/01/2009 425 284 38 425 284 38 20 560 000 20 560 000 09/01/2009 1 155 000 40001 425 284 38 1 580 284 38 2 005 568 76 19 405 000 19 405 000 03/01/2010 402 18438 402 18438 19 405 000 19 405 000 09/01/2010 1 245 000 4 000 / 402 18438 1 647 18438 2 049 368 76 18 160 000 18 160 000 03/01/2011 377 284 38 377 284 38 18 160 000 18 160 000 09/01/2011 1 335 000 4 000 / 377 284 38 1 712 284 38 2 089 568 76 16 825 000 16 825 000 03/01/2012 350 584 38 350 584 38 16 825 000 16 825 000 09/01/2012 1 420 000 40001 350 584 38 1 770 584 38 2 121 16876 15 405 000 15 405 000 03/01/2013 322 18438 322 18438 15 405 000 15 405 000 09/01/2013 1 520 000 4 000 / 322 18438 1 842 18438 2 164 368 76 13 885 000 13 885 000 03/01/2014 291 784 38 291 784 38 13 885 000 13 885 000 09/01/2014 1 625 000 4 000 / 291 784 38 1 916 784 38 2 208 568 76 12 260 000 12 260 000 03/01/2015 259 284 38 259 284 38 12 260 000 12 260 000 09/01/2015 1 725 000 4 000 / 259 284 38 1 984 284 38 2 243 568 76 10 535 000 10 535 000 03/0112016 224 784 38 224 784 38 10 535 000 10 535 000 09/01/2016 1 840 000 4 000 / 224 784 38 2 064 784 38 2 289 568 76 8 695 000 8 695 000 03/01/2017 187 984 38 187 984 38 8 695 000 8 695 000 09/01/2017 1 955 000 4 125/ 187 984 38 2 142 984 38 2 330 968 76 6 740 000 6 740 000 03/01/2018 147 662 50 147 662 50 6 740 000 6 740 000 09/01/2018 2 085 000 4 250 / 147 662 50 2 232 662 50 2 380 325 00 4 655 000 4 655 000 03/01/2019 103 35625 103 356 25 4 655 000 4 655 000 09/01/2019 2 210 000 4 375 / 103 35625 2 313 35625 2 416 712 50 2 445 000 2 445 000 03/01/2020 55 012 50 55 012 50 2 445 000 2 445 000 09101/2020 2 445 000 4 500 / 55 012 50 2 500 012 50 2 555 025 00 21 990 000 6 841 964 17 28 831 964 17 28 831 964 17 Dec 1 2007 4 11 pro Prepared by Rod Gunn Associates Page 3 AGENDA ITEM NO PAGE: 13 13 OF PROOF OF ARBITRAGE YIELD Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No I Present Value to 01/24/2008 Date Debt Service @ 4 3223068 / 09/01/2008 1 977 18283 21 990 000 00 1 926 869 48 03/01/2009 425 284 38 405 694 49 09/01/2009 1 580 284 38 1 475 601 68 03/01/2010 402 18438 367 598 14 09/01/2010 1647 18438 1 473 684 56 03/01/2011 377 284 38 330 404 05 09/01/2011 1 712 284 38 1 467 799 17 03/01/2012 350 584 38 294 16942 09/01/2012 1 770 584 38 1 454 239 03 03/01/2013 322 18438 259 022 72 09/01/2013 1 842 18438 1 449 708 51 03/01/2014 291 78438 224 762 50 09/01/2014 1 916 784 38 1 445 270 97 03/01/2015 259 284 38 191 366 80 09/01/2015 1 984 284 38 1 433 535 19 03101/2016 224 784 38 158 958 88 09/01/2016 2 064 784 38 1 429 247 94 03/01/2017 187 984 38 127 370 50 09/01/2017 2 142 984 38 1 421 282 14 03/01/2018 147 662 50 95 861 83 09/01/2018 2 232 662 50 1 418 772 62 03/01/2019 103 35625 6429959 09/01/2019 2 313 35625 1 408 512 36 03/01/2020 55 012 50 32 786 40 09/01/2020 2 500 012 50 1 458 440 62 28 831 964 17 21 815 249 58 Proceeds Summary Delivery date 01/24/2008 Par Value 21 990 000 00 Premium (Discount) 171 233 15 Arbitrage expenses (345 983 57) Target for yield calculation 21 815 249 58 Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates Page 4 AGENDA ITEM cNSO- PAGE__� A _dF 3 Bond Component Serial Bonds FORM 8038 STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 1B Dated Date Delivery Date Date Principal 01/24/2008 01/24/2008 Redemption Coupon Price Issue Price at Maturity 09/01/2008 1 430 000 00 4000/ 100 441 1 436 306 30 1 430 000 00 09/01/2009 1 155 000 00 4000/ 101 081 1 167 485 55 1 155 000 00 09/01/2010 1 245 000 00 4000/ 101 604 1 264 969 80 1 245 000 00 09/01/2011 1 335 000 00 4 000 / 102 015 1 361 900 25 1 335 000 00 09101/2012 1 420 000 00 4 000 / 102 105 1 449 891 00 1 420 000 00 09/01/2013 1 520 000 00 4 000 / 102 010 1 550 552 00 1 520 000 00 09/01/2014 1 625 000 00 4 000 / 101 740 1 653 275 00 1 625 000 00 09/01/2015 1 725 000 00 4 000 / 100 977 1 741 85325 1 725 000 00 09/01/2016 1 840 000 00 4 000 / 100 000 1 840 000 00 1 840 000 00 09/01/2017 1 955 000 00 4 125/ 100 000 1 955 000 00 1 955 000 00 09/01/2018 2 085 000 00 4 250 / 100 000 2 085 000 00 2 085 000 00 09/01/2019 2 210 000 00 4 375 / 100 000 2 210 000 00 2 210 000 00 09/01/2020 2 445 000 00 4 500 / 100 000 2 445 000 00 2 445 000 00 21 990 000 00 22 161 233 15 21 990 000 00 Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates 000 639 875 00 345 983 57 1 277 512 50 22 221 898 89 000 83261 00000 Page 5 AGENDA ITEM NO PAGE_�_OF Stated Weighted Net Maturity Interest Issue Redemption Average Interest Date Rate Price at Maturity Maturity Yield Cost Final Maturity 09/01/2020 4 500 / 2 445 000 00 2 445 000 00 Entire Issue 22 161 233 15 21 990 000 00 73832 4 3223 / 40769/ Proceeds used for accrued interest Proceeds used for bond issuance costs (including underwriters discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Remaining weighted average maturity of the bonds to be currently refunded Remaining weighted average maturity of the bonds to be advance refunded Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates 000 639 875 00 345 983 57 1 277 512 50 22 221 898 89 000 83261 00000 Page 5 AGENDA ITEM NO PAGE_�_OF FORM 8038 STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No IB Refunded Bonds Bond Component Date Principal Coupon Price Issue Price 1997 Series F TERM 09/01/2008 740 000 00 7 100 / 100 000 740 000 00 TERM 09/01/2009 830 000 00 7 100/ 100 000 830 000 00 TERM 09/01/2010 935 000 00 7 100/ 100 000 935 000 00 TERM 09/01/2011 1 045 000 00 7 100/ 100 000 1 045 000 00 TERM 09/01/2012 1 160 000 00 7 100/ 100 000 1 160 000 00 TERM 09/01/2013 1 290 000 00 7 100/ 100 000 1 290 000 00 TERM 09/01/2014 1 430 000 00 7 100/ 100 000 143000000 TERM 09/01/2015 1 575 000 00 7100/ 100 000 1 575 000 00 TERM 09/01/2016 1 735 000 00 7 100 / 100 000 1 735 000 00 TERM 09/01/2017 1 905 000 00 7 100/ 100 000 1 905 000 00 TERM 09/01/2018 2 095 000 00 7 100/ 100 000 2 095 000 00 TERM 09/01/2019 2 290 000 00 7 100/ 100 000 2 290 000 00 TERM 09/01/2020 4 170 000 00 7 100/ 100 000 4 170 000 00 21 200 000 00 21 200 000 00 Remaining Last Weighted Call Issue Average Date Date Maturity 1997 Series F 01/24/2008 09/01/2007 83261 All Refunded Issues 01/24/2008 83261 Dec 1 2007 4 11 pm Prepared by Rod Gunn Associates Page 6 AGENDA ITEM NO PAGE 1�P GF (�Q -2> BOND SUMMARY STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Dated Date 01/24/2008 Delivery Date 01/24/2008 Last Maturity 09/01/2020 Arbitrage Yield 4319794/ True Interest Cost (TIC) 4 524237 / Net Interest Cost (NIC) 4 098221 / All In TIC 5256989/ Average Coupon 4 202289 / Average Life (years) 7 566 Duration of Issue (years) 6 225 Par Amount 21 860 000 00 Bond Proceeds 22 032 12065 Total Interest 6 950 238 47 Net Interest 7 051 367 82 Total Debt Service 28 810 238 47 Maximum Annual Debt Service 2 596 825 00 Average Annual Debt Service 2 286 022 89 Underwriter s Fees (per $1000) Average Takedown Other Fee 12 500000 Total Underwriter s Discount 12 500000 Bid Price 99 537377 Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates Page 1 AGENDA ITEM IYO _Ili PAGE 1 -7_OF-3Q3 Par Average Average Bond Component Value Pnce Coupon Life Serial Bonds 21 860 000 00 100 787 4 202 / 7 566 21 860 000 00 7 566 All In Arbitrage TIC TIC Yield Par Value 21 860 000 00 21 860 000 00 21 860 000 00 • Accrued Interest • Premium (Discount) 172 12065 172 120 65 172 12065 Underwriter s Discount (273 250 00) (273 250 00) Cost of Issuance Expense (365 000 00) Other Amounts (345 722 86) (920 779 33) (345 722 86) Target Value 21 413 14779 20 473 091 32 21 686 397 79 Target Date 01/24/2008 01/24/2008 01/24/2008 Yield 4524237/ 5256989/ 4319784/ Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates Page 1 AGENDA ITEM IYO _Ili PAGE 1 -7_OF-3Q3 BOND PRICING Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Maturity Bond Component Date Amount Rate Yield Price Serial Bonds 09/01/2008 930 000 4 000 / 3 250 / 100 441 09/01/2009 1180000 4000/ 3300/ 101081 09/01/2010 1265000 4000/ 3350/ 101604 09/01/2011 1 355 000 4 000 / 3 400 / 102 015 09/01/2012 1 450 000 4 000 / 3 500 / 102 105 09/01/2013 1 550 000 4 000 / 3 600 / 102 010 09/01/2014 1 655 000 4000/ 3 700/ 101 740 09/01/2015 1 760 000 4000/ 3 850/ 100 977 09/01/2016 1 870 000 4000/ 4000/ 100 000 09/01/2017 1 990 000 4 125 / 4 125/ 100 000 09/0112018 2 120 000 4 250 / 4 250 / 100 000 09/01/2019 2 250 000 4 375 / 4 375 / 100 000 09/01/2020 2 485 000 45001 4 500 / 100 000 Dated Date Delivery Date First Coupon Par Amount Premium Production Underwriter s Discount Purchase Price Accrued Interest Net Proceeds Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates 21 860 000 01/24/2008 01/24/2008 09/01/2008 21 860 000 00 172 12065 22 032 12065 100 787377 / (273 250 00) (1 250000) 21 758 870 65 99 537377 / 21 758 870 65 Page 2 AGENClA i M I IdJ pAcs �b OF BOND DEBT SERVICE Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 21 860 000 21 860 000 09/01/2008 930 000 4 000 / 544 338 47 1 474 338 47 1 474 338 47 20 930 000 20 930 000 03/01/2009 432 925 00 432 925 00 20 930 000 20 930 000 09/01/2009 1 180 000 4 000 / 432 925 00 1 612 925 00 2 045 850 00 19 750 000 19 750 000 03/01/2010 409 325 00 409 325 00 19 750 000 19 750 000 09/01/2010 1 265 000 4 000 / 409 325 00 1 674 325 00 2 083 650 00 18 485 000 18485000 03/01/2011 384 025 00 384 025 00 18 485 000 18 485 000 09/01/2011 1 355 000 4000/ 384 025 00 1 739 025 00 2 123 050 00 17 130 000 17 130 000 03/01/2012 356 925 00 356 925 00 17 130 000 17 130 000 09/01/2012 1 450 000 4 000 / 356 925 00 1 806 925 00 2 163 850 00 15 680 000 15 680 000 03/01/2013 327 925 00 327 925 00 15 680 000 15 680 000 09/01/2013 1 550 000 4000/ 327 925 00 1 877 925 00 2 205 850 00 14 130 000 14 130 000 03/01/2014 296 925 00 296 925 00 14 130 000 14 130 000 09/01/2014 1 655 000 4 000 / 296 925 00 1 951 925 00 2 248 850 00 12 475 000 12 475 000 03/01/2015 263 825 00 263 825 00 12 475 000 12 475 000 09/01/2015 1 760 000 4000/ 263 825 00 2023 825 00 2 287 650 00 10 715 000 10 715 000 03/01/2016 228 625 00 228 625 00 10 715 000 10 715 000 09101/2016 1 870 000 4 000 / 228 625 00 2 098 625 00 2 327 250 00 8 845 000 8 845 000 03/01/2017 191 225 00 191 22500 8 845 000 8 845 000 09/01/2017 1 990 000 4 125/ 191 22500 2 181 22500 2 372 450 00 6 855 000 6 855 000 03/01/2018 150 18125 150 18125 6 855 000 6 855 000 09/01/2018 2 120 000 4 250 / 150 18125 2 270 181 25 2 420 362 50 4 735 000 4 735 000 03/01/2019 105 13125 105 13125 4 735 000 4 735 000 09/01/2019 2 250 000 4 375 / 105 13125 2 355 13125 2 460 262 50 2 485 000 2 485 000 03/01/2020 55 912 50 55 912 50 2 485 000 2 485 000 09101/2020 2 485 000 4500/ 55 912 50 2 540 912 50 2 596 825 00 21 860 000 6 950 238 47 28 810 238 47 28 810 238 47 Dec 2 2007 12 24 pin Prepared by Rod Gunn Associates Page 3 AGENDA ITEM NO_��2 PAGE Or PROOF OF ARBITRAGE YIELD Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Present Value to 01/24/2008 Date Debt Service @ 4 3197837 / 09/01/2008 1 474 338 47 1 436 842 38 03/01/2009 432 925 00 412 994 41 09/01/2009 1 612 925 00 1 506 13970 03/01 /2010 409 325 00 374 144 12 09/01/2010 1 674 325 00 1 498 062 72 03/01/2011 384 025 00 336 332 87 09/01/2011 1 739 025 00 1 490 854 33 03/01/2012 356 925 00 299 520 07 09/01/2012 1 806 925 00 1 484 255 49 03101/2013 327 925 00 263 671 17 09/01/2013 1 877 925 00 1 478 039 13 03/01/2014 296 925 00 228 756 81 09/01/2014 1 951 925 00 1 472 007 30 03/01/2015 263 825 00 194 752 19 09101/2015 202392500 1 462 375 64 03/01/2016 228 625 00 161 707 17 09/01/2016 2 098 625 00 1 452 981 16 03/01/2017 191 22500 129 595 34 09/01/2017 2 181 22500 1 446 987 43 03/01/2018 15018125 9752132 09/0112018 227019125 1 442 992 17 03/01/2019 10513125 6541161 09/01/2019 2 355 13125 1 434 358 49 03101/2020 55 912 50 33 332 74 09/01/2020 2 540 912 50 1 482 762 02 28 810 238 47 21 686 397 79 Proceeds Summary Delivery date 01/24/2008 Paz Value 21 860 000 00 Premium (Discount) 172 12065 Arbitrage expenses (345 722 86) Target for yield calculation 21 686 397 79 Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates Page 4 AGENDA ITEM NO IU PAGE 010 OF 303 FORM 8038 STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Dated Date 01/24/2008 Delivery Date 01/24/2008 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds 09/01/2008 930 000 00 4 000 / 100 441 934 10130 Proceeds used to currently refund prior issues 930 000 00 09/01/2009 1 180 000 00 4 000 / 101 081 1 192 755 80 1 180 000 00 09/01/2010 1 265 000 00 4 000 / 101 604 1 285 290 60 1 265 000 00 09/01/2011 1 355 000 00 4 000 / 102 015 1 382 303 25 1 355 000 00 09/01/2012 1 450 000 00 4 000 / 102 105 1 480 522 50 1 450 000 00 09/01/2013 1 550 000 00 4 000 / 102 010 1 581 15500 1 550 000 00 09/01/2014 1 655 000 00 4 000 / 101 740 1 683 797 00 1 655 000 00 09/01/2015 1 760 000 00 4 000 / 100 977 1 777 19520 1 760 000 00 09/01/2016 1 870 000 00 4 000 / 100 000 1 870 000 00 1 870 000 00 09/01/2017 1 990 000 00 4 125/ 100 000 1 990 000 00 1 990 000 00 09/01/2018 2 120 000 00 4 250 / 100 000 2 120 000 00 2 120 000 00 09/01/2019 2 250 000 00 4 375 / 100 000 2 250 000 00 2 250 000 00 09/01/2020 2 485 000 00 4500/ 100 000 2 485 000 00 2 485 000 00 21 860 000 00 22 032 12065 21 860 000 00 Stated Weighted Net Maturity Interest Issue Redemption Average Interest Date Rate Price at Maturity Maturity Yield Cost Final Maturity 09/01/2020 4500/ 2 485 000 00 2 485 000 00 Entire Issue 22 032 120 65 21 860 000 00 75436 4 3198 / 4 0782 / Proceeds used for accrued interest 000 Proceeds used for bond issuance costs (including underwriters discount) 638 250 00 Proceeds used for credit enhancement 345 722 86 Proceeds allocated to reasonably required reserve or replacement fund 1 093 000 00 Proceeds used to currently refund prior issues 22 221 898 89 Proceeds used to advance refund prior issues 000 Remaining weighted average maturity of the bonds to be currently refunded 83261 Remaining weighted average maturity of the bonds to be advance refunded 00000 Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates F ACENDA ITEM NO PACE � OF 3D- Page 5 FORM 8038 STATISTICS Lake elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Table No 2A Refunded Bonds Bond Component Date Principal Coupon Price Issue Price 1997 Series F TERM 09/01/2008 740 000 00 7100/ 100 000 740 000 00 TERM 09/01/2009 830 000 00 7 100 / 100 000 830 000 00 TERM 09/01/2010 935 000 00 7 100/ 100 000 935 000 00 TERM 09/0112011 1 045 000 00 7 100 / 100 000 1 045 000 00 TERM 09/01/2012 1 160 000 00 7 100/ 100 000 1 160 000 00 TERM 09/01/2013 1 290 000 00 7 100/ 100 000 1 290 000 00 TERM 09/01/2014 1 430 000 00 7 100/ 100 000 1 430 000 00 TERM 09/01/2015 1 575 000 00 7 100/ 100 000 1 575 00000 TERM 09/01/2016 1 735 000 00 7 100/ 100 000 1 735 000 00 TERM 09/01/2017 1 905 000 00 7 100/ 100 000 1 905 000 00 TERM 09/01/2018 2 095 000 00 7 100/ 100 000 2 095 000 00 TERM 09101/2019 2 290 000 00 7 100/ 100 000 2 290 000 00 TERM 09/01/2020 4 170 000 00 7 100/ 100 000 4 170 000 00 21 200 000 00 21 200 000 00 Remaining Last Weighted Call Issue Average Date Date Maturity 1997 Series F 01/24/2008 09/01/2007 83261 All Refunded Issues 01/24/2008 83261 Dec 2 2007 12 24 pm Prepared by Rod Gunn Associates Page 6 AGENDA ITEM NO PACE OF __ _ � Table No 213-1 Annual Savings AGENDA ITEM NO_ PACE_23 C� 1997 Series F Debt Service proposed Difference 2008 1 647 000 00 1 474 338 00 172 662 00 2009 2 282 660 00 2 045 850 00 236 810 00 2010 2 328 730 00 2 083 650 00 245 080 00 2011 2 372 345 00 2 123 050 00 249 295 00 2012 2 413 15000 2 163 850 00 249 300 00 2013 2 460 790 00 2 205 850 00 254 940 00 2014 2 509 200 00 2 248 850 00 260 350 00 2015 2 552 670 00 2 287 650 00 265 020 00 2016 2 600 845 00 2 327 250 00 273 595 00 2017 2 647 660 00 2 372 450 00 275 210 00 2018 2 702 405 00 2 420 363 00 282 042 00 2019 2 748 660 00 2 460 263 00 288 397 00 2020 4 466 070 00 2 596 825 00 1 869 245 00 AGENDA ITEM NO_ PACE_23 C� PRESENT VALUE CALCULATION City of Lake Elsinore Public Financing Authority 01/24/2008 Local Agency Revenue Bonds 3 445 795 53 Target for yield calculation 3 445 795 53 (CFD 88 3 Refunding) PV of Annual Savings Present Value to 01/24/2008 Date Cashflow @ 4 3197840 / 09/01/2008 172 662 00 168 316 13 09/01/2009 236 810 00 221 290 28 09/01/2010 245 080 00 219 534 86 09/01/2011 249 295 00 214 063 44 09/01/2012 249 300 00 205 203 39 09/01/2013 254 940 00 201 15626 09/01/2014 260 350 00 196 918 48 09/01/2015 265 020 00 192 15021 09/01/2016 273 595 00 190 15323 09/01/2017 275 210 00 183 355 13 09/01/2018 282 042 00 180 12582 09/01/2019 288 397 00 176 557 53 09/01/2020 1 869 245 00 1 096 970 76 4 921 946 00 3 445 795 53 umma Valuation date 01/24/2008 Amount 3 445 795 53 Target for yield calculation 3 445 795 53 Dec 2 2007 12 37 pm Prepared by Rod Gunn Associates AGENDA ITEM NO Page 1 PACE�_OF �Z M O O O O M V) O O O O O VP) O O %C Q h O\ O O �c O ON O O O v V [- 7 M N N It �O QN O O r- CV <71 O O� O� h M N O Cam, cd U U a W � w M O O O O M V) O O O O V1 VP) O O %C �c h O\ O O �c �c ON h O O v V [- 7 M N N It �O QN O O r- CV <71 O O� O� h M N a w A b co E w G m G > cl °'r�U� Gn y w m w P. a a a Z O O O O O O O N N C 0 P7 C a 0 h N C Cd �i a. AGENDA ITEM NO _N-- PAGE�_P' BOND DEBT SERVICE Lake elsmore Public Financing Authority 1997 Series F Table No 2C Dated Date 09/01/2007 Delivery Date 09/01/2007 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 09/01/2007 21 200 000 21 200 000 03/01/2008 752 600 00 752 600 00 21 200 000 21 200 000 09/01/2008 740 000 7 100 / 752 600 00 1 492 600 00 2 245 200 20 460 000 20 460 000 03/01/2009 726 330 00 726 330 00 20 460 000 20 460 000 09/01/2009 830 000 7 100/ 726 330 00 1 556 330 00 2 282 660 19 630 000 19 630 000 03/01/2010 696 865 00 696 865 00 19 630 000 19630000 09/01/2010 935 000 7 100 / 696 865 00 1 631 86500 2 328 730 18 695 000 18695000 03/01/2011 663 672 50 663 672 50 18 695 000 18 695 000 09/01/2011 1 045 000 7 100/ 663 672 50 1 708 672 50 2 372 345 17 650 000 17 650 000 03/01/2012 626 575 00 626 575 00 17 650 000 17 650 000 09/01/2012 1 160 000 7 100/ 626 575 00 1 786 575 00 2 413 150 16 490 000 16 490 000 03/01/2013 585 395 00 585 395 00 16 490 000 16 490 000 09/01/2013 1 290 000 7 100/ 59539500 1 875 395 00 2 460 790 15 200 000 15 200 000 03/01/2014 539 600 00 539 600 00 15 200 000 15 200 000 09/01/2014 1 430 000 7 100/ 539 600 00 1 969 600 00 2 509 200 13 770 000 13 770 000 03/01/2015 488 835 00 488 835 00 13 770 000 13 770 000 09/01/2015 1 575 000 7 100/ 488 835 00 2 063 835 00 2 552 670 12 195 000 12 195 000 03/01/2016 432 922 50 432 922 50 12 195 000 12 195 000 09/01/2016 1 735 000 7 100/ 432 922 50 2 167 922 50 2 600 845 10 460 000 10 460 000 03/01/2017 371 330 00 371 330 00 10 460 000 10 460 000 09/01/2017 1 905 000 7 100/ 371 330 00 2 276 330 00 2 647 660 8 555 000 8 555 000 03/01 /2018 303 702 50 303 70250 8 555 000 8 555 000 09/01/2018 2 095 000 7 100 / 303 702 50 2 398 702 50 2 702 405 6 460 000 6 460 000 03/01/2019 229 330 00 229 330 00 6 460 000 6 460 000 09/01/2019 2 290 000 7 100/ 229 330 00 2 519 330 00 2 748 660 4 170 000 4 170 000 03/01/2020 148 035 00 148 035 00 4 170 000 4 170 000 09/01/2020 4 170 000 7 100/ 148 035 00 4 318 035 00 4 466 070 21 200 000 13 130 385 00 34 330 385 00 34 330 385 Dec 1 2007 4 18 pm Prepared by Rod Gunn Associates Page I AGENDA ITEM +�NO_ _ PACE CF -� BOND SUMMARY STATISTICS Special Tax Bonds 2008 Series Community Facilities District 88 3 (West Lake Elsinore) Table No 3A Dated Date 01/24/2008 Delivery Date 01/24/2008 Last Maturity 09/01/2020 Arbitrage Yield 4 191852/ True Interest Cost (TIC) 4 191852/ Net Interest Cost (NIC) 4 202365 / All In TIC 4 191852/ Average Coupon 4 202365 / Average Life (years) 7 567 Duration of Issue (years) 6 371 Par Amount 24 385 000 00 Bond Proceeds 24 385 000 00 Total Interest 7 754 360 76 Net Interest 7 754 360 76 Total Debt Service 32 139 360 76 Maximum Annual Debt Service 2 899 875 00 Average Annual Debt Service 2 550 18071 Undemnter s Fees (per $1000) • Accrued Interest Average Takedown Other Fee • Premium (Discount) Total Undemnter s Discount Bid Price 100 000000 Par Average Average Bond Component Value Price Coupon Life Serial Bonds 24 385 000 00 100 000 4 202 / 7 567 24 385 000 00 7 567 All In Arbitrage TIC TIC Yield Par Value 24 385 000 00 24 385 000 00 24 385 000 00 • Accrued Interest • Premium (Discount) Undemnter s Discount Cost of Issuance Expense Other Amounts Target Value 24 385 000 00 24 385 000 00 24 385 000 00 Target Date 01/24/2008 01/24/2008 01/24/2008 Yield 4191852/ 4191852/ 4191852/ Dec 1 2007 1 00 pm Prepared by Rod Gum Associates Page I AGENDA ITEM NO PAGE__yLOF BOND DEBT SERVICE Special Tax Bonds 2008 Series Community Facilities District 88 3 (West Lake Elsinore) Table No 3A Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 24 385 000 24 385 000 09/01/2008 1 035 000 4 000 / 607 223 26 1 642 223 26 1 642 223 26 23 350 000 23 350 000 03/01/2009 482 987 50 482 987 50 23 350 000 23 350 000 09/01/2009 1 315 000 4 000 / 482 987 50 1 797 987 50 2 280 975 00 22 035 000 22 035 000 03/01/2010 456 687 50 456 687 50 22 035 000 22 035 000 09/01/2010 1 415 000 4 000 / 456 687 50 1 871 687 50 2 328 375 00 20 620 000 20 620 000 03/01/2011 428 387 50 428 387 50 20 620 000 20 620 000 09/01/2011 1 515 000 40001 428 387 50 1 943 387 50 2 371 77500 19 105 000 19 105 000 03/01/2012 398 087 50 398 087 50 19 105 000 19 105 000 09/01/2012 1 615 000 4 000 / 398 087 50 2 013 087 50 2 411 175 00 17 490 000 17 490 000 03/01/2013 365 787 50 365 787 50 17 490 000 17 490 000 09/0112013 1 725 000 4 000 / 365 787 50 2 090 787 50 2 456 575 00 15 765 000 15 765 000 03/01 /2014 331 28750 331 287 50 15 765 000 15 765 000 09/01/2014 1 845 000 40001 331 287 50 2 176 287 50 2 507 575 00 13 920 000 13 920 000 03/01/2015 294 387 50 294 387 50 13 920 000 13 920 000 09/01/2015 1 960 000 4 000 / 294 387 50 2 254 387 50 2 548 775 00 11 960 000 11 960 000 03/01/2016 255 18750 255 18750 11 960 000 11 960 000 09/01/2016 2 090 000 4 000 / 255 18750 2 345 18750 2 600 375 00 9 870 000 9 870 000 03/01/2017 213 387 50 213 38750 9 870 000 9 870 000 09/01/2017 2 220 000 4 125 / 213 387 50 2 433 38750 2 646 775 00 7 650 000 7 650 000 03/01/2018 167 600 00 167 600 00 7 650 000 7 650 000 09/01/2018 2 365 000 4 250 / 167 600 00 2 532 600 00 2 700 200 00 5 285 000 5 285 000 03/01/2019 117 343 75 117 343 75 5 285 000 5 285 000 09/01/2019 2 510 000 4 375 / 117 343 75 2 627 343 75 2 744 687 50 2 775 000 2 775 000 03/01/2020 62 437 50 62 437 50 2 775 000 2 775 000 09/01/2020 2 775 000 45001 62 437 50 2 837 437 50 2 899 875 00 24 385 000 7 754 360 76 32 139 360 76 32 139 360 76 Dec 1 2007 100 pm Prepared by Rod Gunn Associates I Page 2 AGENDA ITEM NO l����. -z- PAGE�_OE__�= > BOND SOLUTION Special Tax Bonds 2008 Series Community Facilities District 88 3 (West Lake Elsinore) Table No 3A Period Ending Proposed Principal Proposed Debt Service Total Ad1 Debt Service Revenue Constraints Unused Revenues Debt Sery Coverage 09/01/2008 1 035 000 1 642 223 1 642 223 1 647 301 5 078 100 30920 / 09/01/2009 1 315 000 2 280 975 2 280 975 2 282 660 1 685 10007387/ 09/01/2010 1 415 000 2 328 375 2 328 375 2 328 730 355 100 01525 / 09101/2011 1 515 000 2 371 775 2 371 775 2 372 345 570 100 02403 / 09/01/2012 1 615 000 2 411 175 2 411 175 2 413 150 1 975 100 08191 / 09/01/2013 1 725 000 2 456 575 2 456 575 2 460 790 4 215 100 17158/ 09/01/2014 1 845 000 2 507 575 2 507 575 2 509 200 1 625 100 06480 / 09/01/2015 1 960 000 2 548 775 2 548 775 2 552 670 3 895 100 15282 / 09/01/2016 2 090 000 2 600 375 2 600 375 2 600 845 470 100 01807 / 09/01/2017 2 220 000 2 646 775 2 646 775 2 647 660 885 10003344/ 09/01/2018 2 365 000 2 700 200 2 700 200 2 702 405 2205 100 08166 / 09/01/2019 2 510 000 2 744 688 2 744 688 2 748 660 3 973 100 14473 / 09/01/2020 2 775 000 2 899 875 2 899 875 2 900 000 125 100 00431 / 24 385 000 32 139 361 32 139 361 32 166 416 27 055 Dec 1 2007 1 00 pm Prepared by Rod Gunn Associates Page 3 AGENDA ITEM NC PAGE r7. OF PROOF OF ARBITRAGE YIELD Special Tax Bonds 2008 Series Community Facilities District 88 3 (West Lake Elsinore) Table No 3A Present Value to 01/24/2008 Date Debt Service @ 41918524/ 09/01/2008 1 642 223 26 1 601 666 37 03/01/2009 482 987 50 461 389 10 09/01/2009 1 797 987 50 1 682 324 22 03/01/2010 456 687 50 418 536 89 09/01/2010 1 871 68750 1 680 11707 03/01/2011 428 387 50 376 647 06 09/01/2011 1 943 38750 1 673 588 88 03/01 /2012 398 087 50 335 783 62 09/01/2012 2 013 087 50 1 663 16448 03/01/2013 365 78750 296 000 88 09101/2013 2 090 787 50 1 657 16449 03/01/2014 331 287 50 257 18898 09/01/2014 2 176 287 50 1 654 836 78 03/01/2015 294 387 50 219 255 17 09/01/2015 2 254 387 50 1 644 563 46 03/01/2016 255 18750 182 336 26 09/01/2016 2 345 18750 1 641 280 52 03/01/2017 213 38750 146 273 55 09/01/2017 2 433 387 50 1 633 80300 03/01/2018 167 600 00 110 218 38 09/01/2018 2 532 600 00 1 631 31636 03/01/2019 117 343 75 74 032 62 09/01/2019 2 627 343 75 1 623 572 40 03/01/2020 62 437 50 37 791 30 09/01/2020 2 837 437 50 1 682 148 14 32 139 360 76 24 385 000 00 Proceeds Summary Delivery date Par Value Target for yield calculation 01/24/2008 24 385 000 00 24 385 00000 Dec 1 2007 1 00 pm Prepared by Rod Gunn Associates Page 4 AGENDA ITEM NO I � PAGE�7F_3q BOND DEBT SERVICE 1997 Special Tax Bonds Series A Community Facilities District 88 3 (West Lake Elsinore) Table No 3B Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 21 200 000 21 200 000 03/01/2008 752 600 00 752 600 00 21 200 000 21 200 000 09/01/2008 740 000 7 100/ 752 600 00 1 492 600 00 2 245 200 20 460 000 20 460 000 03/01/2009 726 330 00 726 330 00 20 460 000 20 460 000 09/01/2009 830 000 7 100/ 726 330 00 1 556 330 00 2 282 660 19 630 000 19 630 000 03/01/2010 696 865 00 696 865 00 19 630 000 19 630 000 09/01/2010 935 000 7 100/ 696 865 00 1 631 865 00 2 328 730 18 695 000 18 695 000 03/01/2011 663 672 50 663 672 50 18 695 000 18 695 000 09/01/2011 1 045 000 7 100/ 663 672 50 1 708 672 50 2 372 345 17 650 000 17 650 000 03/01/2012 626 575 00 626 575 00 17 650 000 17 650 000 09/01/2012 1 160 000 7 100/ 626 575 00 1 786 575 00 2 413 150 16 490 000 16 490 000 03/01/2013 585 395 00 585 39500 16 490 000 16 490 000 09/01/2013 1 290 000 7100/ 585 395 00 1 875 39500 2 460 790 15 200 000 15 200 000 03/01/2014 539 600 00 539 600 00 15 200 000 15 200 000 09/01/2014 1 430 000 7 100/ 539 600 00 1 969 600 00 2 509 200 13 770 000 13 770 000 03/01/2015 488 835 00 488 835 00 13 770 000 13 770 000 09/01/2015 1 575 000 7 100/ 488 835 00 2063 83500 2 552 670 12 195 000 12 195 000 03/01/2016 432 922 50 432 922 50 12 195 000 12 195 000 09/01/2016 1 735 000 7 100/ 432 922 50 2 167 922 50 2 600 845 10 460 000 10 460 000 03/01/2017 371 33000 371 330 00 10 460 000 10 460 000 09/01/2017 1 905 000 7 100/ 371 330 00 2 276 330 00 2 647 660 8 555 000 8 555 000 03/01/2018 303 702 50 303 702 50 8 555 000 8 555 000 09/01/2018 2095 000 7 100/ 303 702 50 2 398 702 50 2 702 405 6 460 000 6 460 000 03/01/2019 229 330 00 229 330 00 6 460 000 6 460 000 09/01/2019 2 290 000 7 100/ 229 330 00 2 519 330 00 2 748 660 4 170 000 4 170 000 03/01/2020 148 035 00 148 035 00 4 170 000 4 170 000 09/01/2020 4 170 000 7 100/ 148 035 00 4 318 035 00 4 466 070 21 200 000 13 130 385 00 34 330 385 00 34 330 385 Dec 1 2007 12 18 pm Prepared by Rod Gunn Associates Page ] AGENDA JTEIA NO ._ s PAGE OF ue-- . BOND PRICING 1997 Special Tax Bonds Series A Community Facilities District 88 3 (West Lake Elsinore) Table No 3C Maturity Bond Component Date Amount Rate Yield Price Term Bond Maturing 2020 09/01/2020 21 200 000 7 100/ 7 100/ 100 000 Net Proceeds 21 797 898 89 Dec 1 2007 12 23 pm Prepared by Rod Gunn Associates Page 1 AGENDA ITEM adD PAGE_32 ()F 33 21 200 000 Dated Date 09/0112007 Delivery Date 01/24/2008 First Coupon 03/01/2008 Par Amount 21 200 000 00 Original Issue Discount Production 21 200 000 00 100 000000 / Underwriter s Discount Purchase Price 21 200 000 00 100000000/ Accrued Interest 597 898 89 Net Proceeds 21 797 898 89 Dec 1 2007 12 23 pm Prepared by Rod Gunn Associates Page 1 AGENDA ITEM adD PAGE_32 ()F 33 BOND DEBT SERVICE Subordinate Special Tax Bonds 2008 Series Community Facilities District 88 3 (West Lake Elsinore) Table 4A Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 7 175 000 7 175 000 03/01/2008 88 491 67 88 491 67 7 175 000 7 175 000 09/01/2008 145 000 12 000 / 430 500 00 575 500 00 663 991 67 7 030 000 7 030 000 03/01/2009 421 80000 421 800 00 7 030 000 7 030 000 09/01/2009 185 000 12000/ 421 80000 606 800 00 1 028 600 00 6 845 000 6 845 000 03/01/2010 410 700 00 410 700 00 6 845 000 6 845 000 09/01/2010 235 000 12000/ 410 700 00 645 700 00 1 056 400 00 6 610 000 6 610 000 03/01/2011 396 600 00 396 600 00 6 610 000 6 610 000 09/01/2011 285 000 12 000 / 396 600 00 681 600 00 1 078 200 00 6 325 000 6 325 000 03/01/2012 379 500 00 379 500 00 6 325 000 6 325 000 09/01/2012 340 000 12 000 / 379 500 00 719 500 00 1 099 000 00 5 985 000 5 985 000 03/01/2013 359 10000 359 100 00 5 985 000 5 985 000 09/01/2013 410 000 12 000 / 359 10000 769 100 00 1 128 200 00 5 575 000 5 575 000 03/01/2014 334 500 00 334 500 00 5 575 000 5 575 000 09/01/2014 485 000 12000/ 334 500 00 819 500 00 1 154 000 00 5 090 000 5 090 000 03/01/2015 305 400 00 305 400 00 5 090 000 5 090 000 09/01/2015 565 000 12 000 / 305 400 00 870 400 00 1 175 800 00 4 525 000 4 525 000 03/01/2016 271 50000 271 50000 4 525 000 4 525 000 09/01/2016 660 000 12000/ 271 50000 931 50000 1 203 000 00 3 865 000 3 865 000 03/01/2017 231 900 00 231 90000 3 865 000 3 865 000 09/01/2017 770 000 12 000 / 231 900 00 1 001 90000 1 233 800 00 3 095 000 3 095 000 03/01/2018 185 700 00 185 700 00 3 095 000 3 095 000 09/01/2018 890 000 12 000 / 185 700 00 1 075 700 00 1 261 400 00 2 205 000 2 205 000 03/01/2019 132 300 00 132 300 00 2 205 000 2 205 000 09/01/2019 1 025 000 12 000 / 132 300 00 1 157 300 00 1 289 600 00 1 180 000 1 180 000 03/01/2020 70 800 00 70 800 00 1 180 000 1 180 000 09/01/2020 1 180 000 12 000 / 70 800 00 1 250 800 00 1 321 600 00 7 175 000 7 518 591 67 1469359167 14 693 591 67 Dec 1 2007 1140 am Prepared by Rod Gunn Associates 1 Page 1 AGENDA ITEM NO l�l�'�'�7 PAGE OF_.c �-�.� BOND DEBT SERVICE 1997 Special Tax Bonds Series B Community Facilities District 88 3 (West Lake Elsinore) Table No 4B Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 01/24/2008 4 150 737 50 4 150 737 50 03/01/2008 51 19243 51 19243 4 150 737 50 4 150 737 50 09/01/2008 83 88250 12 000 / 249 044 25 332 926 75 384 119 18 4 066 855 00 4 066 855 00 03/01/2009 244 011 30 244 011 30 4 066 855 00 4 066 855 00 09/01/2009 107 022 50 12 000 / 244 011 30 351 033 80 595 045 10 3 959 832 50 3 959 832 50 03/01/2010 237 589 95 237 589 95 3 959 832 50 3 959 832 50 09/01/2010 135 947 50 12 000 / 237 589 95 373 53745 611 12740 3 823 885 00 3 823 88500 03/01/2011 229 433 10 229 433 10 3 823 885 00 3 823 885 00 09/01/2011 164 872 50 12 000 / 229 433 10 394 305 60 623 738 70 3 659 012 50 3 659 012 50 03/01/2012 219 540 75 219 540 75 3 659 012 50 3 659 012 50 09/01/2012 196 690 00 12 000 / 219 540 75 416 230 75 635 771 50 3 462 322 50 3 462 322 50 03/01/2013 207 739 35 207 739 35 3 462 322 50 3 462 322 50 09/01/2013 237 18500 12 000 / 207 739 35 444 924 35 652 663 70 3 225 13750 3 225 13750 03/01/2014 193 508 25 193 50825 3 225 13750 3 225 13750 09/01/2014 280 572 50 12 000 / 193 508 25 474 080 75 667 589 00 2 944 565 00 2 944 565 00 03/01/2015 176 673 90 176 673 90 2 944 565 00 2 944 565 00 09/01 /2015 326 852 50 12 000 / 176 673 90 503 526 40 680 200 30 2 617 712 50 2 617 712 50 03/01/2016 157 062 75 157 062 75 2 617 712 50 2 617 712 50 09/01/2016 381 81000 12 000 / 157 062 75 538 87275 695 935 50 2 235 902 50 2 235 902 50 03/01/2017 134 154 15 134 154 15 2 235 902 50 2 235 902 50 09/01/2017 445 445 00 12 000 / 134 154 15 579 599 15 713 753 30 1 790 457 50 1 790 457 50 03/01/2018 107 427 45 107 427 45 1 790 457 50 1 790 457 50 09/01/2018 514 865 00 12 000 / 107 427 45 622 292 45 729 719 90 1 275 592 50 1 275 592 50 03/01/2019 76 535 55 76 535 55 1 275 592 50 1 275 59250 09/01/2019 592 962 50 12 000 / 76 535 55 669 498 05 746 033 60 682 630 00 682 630 00 03/01/2020 40 957 80 40 957 80 682 630 00 682 630 00 09/01/2020 682 630 00 12000/ 40 957 80 723 58780 764 545 60 4 150 737 50 4 349 505 28 8 500 242 78 8 500 242 78 Dec 1 2007 1122 am Prepared by Rod Gunn Associates Page 1 AGENDA ITEM NO �, PACE ??4-OF_ - BOND DEBT SERVICE 1997 Special Tax Parity Bonds Community Facilities District 88 3 (West Lake Elsinore) Table No 4C Dated Date 01/24/2008 Delivery Date 01/24/2008 Period Ending Principal Coupon Interest Debt Service Annual Debt Service Bond Balance Total Bond Value 01/24/2008 3 024 262 50 3 024 262 50 03/01/2008 37 299 24 37 299 24 3 024 262 50 3 024 262 50 09/01/2008 61 11750 12 000 / 181 455 75 242 573 25 279 872 49 2 963 14500 2 963 14500 03/01/2009 177 788 70 177 788 70 2 963 14500 2 963 14500 09/01/2009 77 977 50 12 000 / 177 788 70 255 766 20 433 554 90 2 885 16750 2 885 16750 03/01/2010 173 11005 173 11005 2 885 16750 2 885 16750 09/01/2010 99 052 50 12000/ 173 11005 272 16255 445 272 60 2 786 11500 2 786 11500 03/01/2011 167 16690 167 166 90 2 786 115 00 2 786 11500 09/01/2011 120 12750 12 000 / 167 16690 287 294 40 454 461 30 2 665 98750 2 665 98750 03/01/2012 159 959 25 159 959 25 2 665 98750 2 665 98750 09/01/2012 143 310 00 12 000 / 159 959 25 303 26925 463 228 50 2 522 677 50 2 522 677 50 03/01/2013 151 360 65 151 360 65 2 522 677 50 2 522 677 50 09/01/2013 172 815 00 12 000 / 151 360 65 324 17565 475 536 30 2 349 862 50 2 349 862 50 03/01/2014 140 991 75 140 991 75 2 349 862 50 2 349 862 50 09/01/2014 204 427 50 12 000 / 140 991 75 345 419 25 486 411 00 2 145 435 00 2 145 435 00 03/01/2015 128 726 10 128 726 10 2 145 435 00 2 145 435 00 09/01/2015 238 14750 12 000 / 128 726 10 366 873 60 495 599 70 1 907 287 50 1 907 287 50 03/01/2016 114 437 25 114 437 25 1 907 287 50 1 907 287 50 09/01/2016 278 19000 12 000 / 114 437 25 392 627 25 507 064 50 1 629 097 50 1 629 097 50 03/01/2017 97 745 85 97 745 85 1 629 097 50 1 629 097 50 09/01/2017 324 555 00 12 000 / 97 745 85 422 300 85 520 046 70 1 304 542 50 1 304 542 50 03/01/2018 78 272 55 78 272 55 1 304 542 50 1 304 542 50 09/01/2018 375 13500 12 000 / 78 272 55 453 407 55 531 680 10 929 407 50 929 407 50 03/01/2019 55 764 45 55 764 45 929 407 50 929 407 50 09/01/2019 432 037 50 12 000 / 55 764 45 487 801 95 543 566 40 497 370 00 497 370 00 03/01/2020 29 842 20 29 842 20 497 370 00 497 370 00 09/01/2020 497 370 00 12 000 / 29 842 20 527 212 20 557 054 40 3 024 262 50 3 169 086 39 6 193 348 89 6 193 348 89 Dec 1 2007 11 36 am Prepared by Rod Gunn Associates Page 1 AGENDA ITEM NO PAGE BOND PRICING Amount Due at Closing 1997 Series B Community Facilities District 88 3 (West Lake Elsinore) Table No 4D Maturity Bond Component Date Amount Rate Yield Price Serial Bonds 09/01/2008 83 882 50 12000/ 12000/ 100 000 09/01/2009 107 022 50 12 000 / 12 000 / 100 000 09101/2010 135 947 50 12 000 / 12 000 / 100 000 09101/2011 164 872 50 12000/ 12000/ 100 000 09/01/2012 196 690 00 12000/ 12000/ 100 000 09/01/2013 237 18500 12000/ 12000/ 100 000 09/01/2014 280 572 50 12000/ 12000/ 100 000 09/01/2015 326 852 50 12000/ 12000/ 100 000 09/01/2016 381 81000 12000/ 12000/ 100 000 09/01/2017 445 445 00 12000/ 12000/ 100 000 09/01/2018 514 865 00 12000/ 12000/ 100 000 09/01/2019 592 962 50 12000/ 12000/ 100 000 09/01/2020 682 630 00 12 000 / 12 000 / 100 000 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter s Discount Purchase Price Accrued Interest Net Proceeds Dec 1 2007 11 54 am Prepared by Rod Gunn Associates 4 150 737 50 09/01/2007 01/24/2008 03/01/2008 4 150 737 50 4 150 737 50 100 000000 / 4 150 737 50 100 000000 / 197 851 82 4 348 589 32 AGENDA ITEM NO 1 Page 1 PAGE_j�p _OF -cS z- BOND PRICING Accrued Interest Due at Closing Community Facilities District 88 3 (West Lake Elsinore) 1997 Special Tax Panty Bonds Table No 4E Maturity Bond Component Date Amount Rate Yield Price Serial Bonds 09/01/2008 61 11750 12 000 / 12 000 / 100 000 09/01/2009 77 977 50 12000/ 12000/ 100 000 09/01/2010 99 052 50 12000/ 12000/ 100 000 09/01/2011 120 12750 12 000 / 12 000 / 100 000 09/01/2012 143 310 00 12 000 / 12 000 / 100 000 09/01/2013 172 815 00 12 000 / 12 000 / 100 000 09/01/2014 204 427 50 12 000 / 12 000 / 100 000 09/01/2015 238 14750 12 000 / 12 000 / 100 000 09/01/2016 278 19000 12 000 / 12 000 / 100 000 09/01/2017 324 555 00 12 000 / 12 000 / 100 000 09/01/2018 375 13500 12000/ 12 000 / 100 000 09/01/2019 432 037 50 12000/ 12000/ 100 000 09/01/2020 497 370 00 12 000 / 12 000 / 100 000 3 024 262 50 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Undemnter s Discount Purchase Price Accrued Interest Net Proceeds Dec 1 2007 12 01 pm Prepared by Rod Gunn Associates 09/01/2007 01/24/2008 03/01/2008 3 024 262 50 3 024 262 50 100 000000 / 3 024 262 50 100 000000 / 144 15651 3 168 419 01 1n AGENDA ITEM NO Y Page I PAGE �-,a _nE FISCAL AGENT AGREEMENT by and between CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) and UNION BANK OF CALIFORNIA N A as Fiscal Agent Dated as of January 1 2008 Relating to City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series and City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series 459364472 AGENDA ITEM NO PAGE w OF �47 TABLE OF CONTENTS Page ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS 2 1 1 Authority for this Agreement 2 12 Agreement for Benefit of Bond Owners 2 13 Definitions 2 ARTICLE II THE BONDS 11 21 Principal Amounts Designations 11 22 Terms of Bonds 11 23 Redemption 12 24 Form of Bonds 16 25 Execution of Bonds 16 26 Transfer of Bonds 17 27 Exchange of Bonds 17 28 Bond Register 17 29 Temporary Bonds 17 2 10 Bonds Mutilated Lost Destroyed or Stolen 18 211 Limited Obligation 18 212 No Acceleration 18 213 No Additional Bonds 18 ARTICLE III ISSUANCE OF BONDS 19 31 Issuance and Delivery of the Bonds 19 32 Application of Proceeds of Sale of the Bonds 19 33 Validity of Bonds 19 34 Special Tax Fund 19 3 5 Backup Special Tax Fund 20 36 Administrative Expense Fund 21 37 Improvement Fund 22 3 8 Costs of Issuance Fund 22 39 Delinquency Management Fund 23 3 10 Residual Fund 23 3 11 Redemption Fund 24 ARTICLE IV SPECIAL TAX REVENUES BOND FUND 25 41 Pledge of Special Tax Revenues 25 42 Bond Fund 25 ARTICLE V OTHER COVENANTS OF THE DISTRICT 26 51 Punctual Payment 26 52 Limited Obligation 26 53 Extension of Time for Payment 26 54 Against Encumbrances 26 55 Books and Records 27 56 Protection of Security and Rights of Owners 27 459364472 1 AGENDA ITEM NO TABLE OF CONTENTS (continued) Page 57 Compliance with Law Completion of Facilities 27 58 Collection of Special Tax Revenues 27 59 Further Assurances 28 5 10 Tax Covenants 28 5 11 Covenant to Foreclose 31 5 12 Annual Reports to CDIAC 32 5 13 Continuing Disclosure to Owners 32 5 14 Reserve Fund Replenishment 33 ARTICLE VI INVESTMENTS DISPOSITION OF INVESTMENT PROCEEDS ARTICLE VIII THE FISCAL AGENT 38 8 1 LIABILITY OF THE DISTRICT 33 61 Deposit and Investment of Moneys in Funds 33 62 Limited Obligation 34 63 Liability of District 34 64 Employment of Agents by District or the City 35 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS 35 71 Events of Default 35 72 Remedies of Bond Owners 36 73 Application of Special Taxes and Other Funds After Default 36 74 Absolute Obligation of the District 37 75 Termination of Proceedings 37 76 Remedies Not Exclusive 37 77 No Waiver of Default 37 78 Actions by Fiscal Agent as Attorney in Fact 37 ARTICLE VIII THE FISCAL AGENT 38 8 1 Appointment of Fiscal Agent 38 82 Liability of Fiscal Agent 39 8 3 Information 40 84 Notice to Fiscal Agent 40 8 5 Compensation Indemnification 40 ARTICLE IX MODIFICATION OR AMENDMENT OF THIS AGREEMENT 41 91 Amendments Permitted 41 92 Owners Meetings 41 93 Procedure for Amendment with Written Consent of Owners 42 94 Disqualified Bonds 42 95 Effect of Supplemental Agreement 43 96 Endorsement or Replacement of Bonds Issued After Amendments 43 97 Amendatory Endorsement of Bonds 43 98 Opinion of Bond Counsel 43 AGENDA ITEM T,uo 459364472 11 PAGE Q OF3 TABLE OF CONTENTS (continued) Page ARTICLE X MISCELLANEOUS 43 101 Benefits of Agreement Limited to Parties 43 102 Successor is Deemed Included in All References to Predecessor 43 103 Discharge of Agreement 44 104 Execution of Documents and Proof of Ownership by Owners 44 105 Waiver of Personal Liability 45 106 Notices to and Demands on District and Fiscal Agent 45 107 Partial Invalidity 45 108 Unclaimed Moneys 46 109 Applicable Law 46 1010 Conflict with Act 46 1011 Conclusive Evidence of Regularity 46 1012 Payment on Business Day 46 1013 Counterparts 46 EXHIBIT A — Form of Senior Bond A 1 EXHIBIT B — Form of Subordinate Bond B 1 459364472 111 AGENL)A ° Cr1! w.w� PACE_, ���3 FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the Agreement ) is made and entered into as of January 1 2008 by and between the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the District ) a community facilities distnct organized and existing under and by virtue of the laws of the State of California and Union Bank of California N A a national banking association organized and existing under the laws of the United States of America as fiscal agent (the Fiscal Agent ) WITNESSETH WHEREAS the City Council of the City of Lake Elsinore (the Council ) located in Riverside County California has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the CFD ) pursuant to the terms and provisions of the Mello Roos Community Facilities Act of 1982 as amended being Chapter 2 5 Part 1 Division 2 Title 5 of the Government Code of the State of California (the Act ) and WHEREAS the qualified electors within the CFD approved the levy of a special tax and the issuance of bonds by the CFD and the CFD authorized the issuance of bonds in one or more series pursuant to the Act in an aggregate principal amount not to exceed $30 000 000 and WHEREAS the Council intends to accomplish the refinancing of the purchase construction expansion or rehabilitation of certain real and other tangible property with an estimated useful life of five years or longer including public infrastructure facilities and other governmental facilities which were necessary to meet increased demands placed upon the City as a result of development or rehabilitation occurring within the CFD (collectively the Facilities ) through the issuance of bonds in the aggregate principal amounts of $ and $ designated as the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series (the Senior Bonds ) and the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series (the Subordinate Bonds and together with the Senior Bonds the Bonds ) and WHEREAS it is in the public interest and for the benefit of the City the District the persons responsible for the payment of special taxes and the owners of the Bonds that the District enters into this Agreement to provide for the issuance of the Bonds the disbursement of proceeds of the Bonds the disposition of the special taxes securing the Bonds and the administration and payment of the Bonds and WHEREAS all things necessary to cause the Bonds when authenticated by the Fiscal Agent and issued as provided in the Act the Resolution and this Agreement to be legal valid and binding and limited obligations in accordance with their terms and all things necessary to cause the creation authorization execution and delivery of this Agreement and the creation authorization execution and issuance of the Bonds subject to the terms hereof have in all respects been duly authorized At«E ,%DA PTEA1 N0 _--N_ 45936447 2 PAGE—U.2L--t)F 505 NOW THEREFORE that in order to secure the payment of the principal of premium if any and the interest on all Bonds at any time issued and outstanding under this Agreement according to their tenor and to secure the performance and observance of all the covenants and conditions therein and herein set forth and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof and for other valuable considerations the receipt of which is hereby acknowledged the District does hereby covenant and agree with the Fiscal Agent for the benefit of the respective holders from time to time of the Bonds as follows ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS 1 1 Authority for this Agreement This Agreement is entered into pursuant to the provisions of the Act and the Resolution 12 Agreement for Benefit of Bond Owners The provisions covenants and agreements herein set forth to be performed by or on behalf of the City and the District shall be for the equal benefit protection and security of the Owners from time to time In consideration of the acceptance of the Bonds by the Owners thereof this Agreement shall be deemed to be and shall constitute a contract between the District and the Owners and the covenants and agreements herein set forth to be performed by the District shall be for the equal and proportionate benefit security and protection of all Owners of the Bonds without preference priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale execution or delivery thereof or otherwise for any cause whatsoever except as expressly provided therein or herein All of the Bonds without regard to the time or times of their issuance or maturity shall be of equal rank without preference priority or distinction of any of the Bonds over any other thereof except as expressly provided in or permitted by this Agreement The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent 13 Definitions Unless the context otherwise requires the terms defined in this Section 13 shall for all purposes of this Agreement of any Supplemental Agreement and of any certificate opinion or other document herein mentioned have the meanings herein specified All references herein to Articles Sections and other subdivisions are to the corresponding Articles Sections or subdivisions of this Agreement and the words herein hereof hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article Section or subdivision hereof Act means the Mello Roos Community Facilities Act of 1982 as amended being Section 53311 et seq of the California Government Code Administrative Expenses means any or all of the following the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel) the expenses of the City or the District in carrying out their duties hereunder (including but not limited to the 459364472 2 AGC'Vu V lit I a 0 __ levying and collection of the Special Taxes complying with the disclosure provisions of the Act the Continuing Disclosure Agreement and this Agreement including those related to public inquiries regarding the Special Tax and disclosures to Bond Owners and the Original Purchaser the costs of the City and the District or their designees related to an appeal of the Special Tax any costs of the City and the District (including fees and expenses of counsel) to defend the first lien on and pledge of the Special Taxes to the payment of the Bonds or otherwise in respect of litigation relating to the District or the Bonds or with respect to any other obligations of the District any amounts required to be rebated to the federal government in order for the District to comply with Section 7 2 including the fees and expenses of its counsel the costs of any dissemination agent under the continuing disclosure agreements entered into by the City and the District an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto and all other costs and expenses of the City the District or the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder and in the case of the City to any way related to the administration of the District and all actual costs and expenses incurred in connection with the administration of the Bonds and the Authority Bonds Administrative Expense Fund means the fund by that name established by Section 3 6(a) hereof Agreement means this Fiscal Agent Agreement as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof Annual Debt Service means for each Bond Year the sum of (i) the interest due on the Outstanding Bonds in such Bond Year assuming that the Outstanding Bonds are retired as scheduled and (n) the principal amount of the Outstanding Bonds due in such Bond Year Auditor means the auditor /tax collector of the County of Riverside Authority Bonds means $ Lake Elsinore Public Financing Authority Authority Indenture means the Indenture of Trust dated as of January 1 2008 between the Lake Elsinore Public Financing Authority and Union Bank of California N A as trustee relating to the Authority Bonds Authorized Officer means the City Manager Assistant City Manager Director of Administrative Services or City Clerk of the City or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer Bond Counsel means (i) Fulbnght & Jaworski L L P or (n) any attorney or firm of attorneys acceptable to the District and nationally recognized for expertise in rendering opinions as to the legality and tax exempt status of securities issued by public entities Bond Fund means the fund by that name established by Section 4 2(a) hereof 459364472 3 AGENDA ITEM NO PAGE. 'Ay OF Bond Year means the one year period beginning on the September 2 in each year and ending on September 1 in the following year except that the first Bond Year shall begin on the Closing Date and end on September 1 2008 Bonds means collectively the Senior Bonds and the Subordinate Bonds Business Da v means any day other than (i) a Saturday or a Sunday (u) a day on which the offices of the City are not open for business or (iii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office is authorized or obligated by law or executive order to be closed CDIAC means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto City means the City of Lake Elsinore California City Council means the City Council of the City City Manager means the City Manager of the City Closing Date means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds together with applicable proposed temporary and final regulations promulgated and applicable official public guidance published under the Code Continuing Disclosure Agreement shall mean that certain Continuing Disclosure Agreement by and between the District and the Dissemination Agent relating to the Authority Bonds executed on the Closing Date as originally executed and as it may be amended from time to time in accordance with the terms thereof Corporate Trust Office means the corporate trust office of the Fiscal Agent at Los Angeles California provided however for transfers registration exchange payment and surrender of the Bonds Corporate Trust Office means the corporate trust office of the Fiscal Agent in Minneapolis Minnesota the Corporate Trust Office or such other office designated from time to time by the Fiscal Agent in writing to the District County means the County of Riverside California Debt Service means the scheduled amount of interest and amortization of pnncipal payable on the Bonds during the period of computation excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period 459364472 4 AGENDA ITE NO PACE S OF 3 Delinquency Management Fund means the fund by that name established by Section 3 9(a) hereof Delinquency Management Fund Requirement means as of any calculation date an amount equal to 15% of the Maximum Annual Debt Service Dissemination Agent means Union Bank of California N A or such other Dissemination Agent as may be appointed by the District pursuant to the Continuing Disclosure Agreement District means the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) formed pursuant to the Resolution of Formation Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide arm s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and otherwise the term Fair Market Value means the acquisition price in a bona fide arm s length transaction (as referenced above) if (1) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code (u) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example a guaranteed investment contract a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code (in) the investment is a United States Treasury Security State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10 %) beneficial interest therein if the return paid by the fund is without regard to the source of the investment Federal Securities means any of the following which are non callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent as shall be certified by the District to the Fiscal Agent (1) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America including without limitation such of the foregoing which are commonly referred to as stripped obligations and coupons (2) any of the following obligations of the following agencies of the United States of America (a) direct obligations of the Export Import Bank (b) certificates of beneficial ownership issued by the Farmers Home Administration (c) participation certificates issued by the General Services Administration (d) mortgage backed bonds or pass through obligations issued and guaranteed by the Government National Mortgage Association (e) project notes issued by the United States Department of Housing and Urban Development and (f) public 459364472 5 AGENDA ITENI NO PAGE t�- IQ_OF� housing notes and bonds guaranteed by the United States of America or refunded municipal obligations the timely payment of principal of and interest on are fully guaranteed by the United States of America Fiscal Agent means the Fiscal Agent appointed by the District and acting as an independent fiscal agent with the duties and powers herein provided its successors and assigns and any other corporation or association which may at any time be substituted in its place as provided in Section 8 1 Fiscal Year means the twelve month period extending from July 1 in a calendar year to June 30 of the succeeding year both dates inclusive Interest Account means the account by that name established in the Bond Fund pursuant to Section 4 2 hereof Interest Payment Date means March 1 and September 1 of each year commencing March 1 2008 Investment Earnings means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Agreement Legislative Body means the City Council of the City Maximum Annual Debt Service means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds Officer s Certificate means a written certificate of the District or the City signed by an Authorized Officer of the City Ordinance means any ordinance of the City levying the Special Taxes including Ordinance No 907 adopted by the Legislative Body on December 11 1990 Original Purchaser means the Lake Elsinore Public Financing Authority Outstandin g when used as of any particular time with reference to Bonds means (subject to the provisions of Section 10 4) all Bonds except (1) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation (u) Bonds paid or deemed to have been paid within the meaning of Section 113 and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized executed issued and delivered by the District pursuant to this Agreement or any Supplemental Agreement Owner or Bond Owner means any person who shall be the registered owner of any Outstanding Bond Participating Underwriter means any of the original underwnter(s) of the Authority Bonds required to comply with Rule 15c2 12(b)(5) adopted by the Securities and 459364472 6 QGENCAitt'It'i PAGE t-11 )_ 0 F 3 Exchange Commission under the Securities and Exchange Act of 1934 as the same may be amended from time to time in connection with the offering of the Authority Bonds Permitted Investments means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee entitled to rely on written investment direction of the Authority as a determination that such investment is a legal investment) but only to the extent that the same are acquired at Fair Market Value (a) Federal Securities (b) bonds debentures notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself) (1) direct obligations or fully guaranteed certificates of beneficial ownership of the U S Export Import Bank (u) certificates of beneficial ownership of the Farmers Home Administration (in) obligations of the Federal Financing Bank (iv) debentures of the Federal Housing Administration (v) participation certificates of the General Services Administration (vi) guaranteed mortgage backed bonds or guaranteed pass through obligations of the Government National Mortgage Association (vii) guaranteed Title XI financings of the U S Maritime Administration (viii) project notes local authority bonds new communities debentures and U S public housing notes and bonds of the U S Department of Housing and Urban Development (c) bonds debentures notes or other evidence of indebtedness issued or guaranteed by any of the following non full faith and credit U S government agencies (stripped securities are only permitted if they have been stripped by the Authority itself) (i) senior debt obligations of the Federal Home Loan Bank System (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation (m) mortgaged backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal) (iv) senior debt obligations of the Student Loan Marketing Association (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation and (vi) consolidated systemwide bonds and notes of the Farm Credit System (d) money market funds (including funds of the Trustee or its affiliates) registered under the Federal Investment Company Act of 1940 whose shares are registered under the Federal Securities Act of 1933 and having a rating by S &P of AAAm G AAAm or AAm and if rated by Moody s rated Aaa Aal or Aa2 (e) certificates of deposit secured at all times by collateral described in (a) or (b) above which have a maturity of one year or less which are issued by commercial banks savings and loan associations or mutual savings banks and such collateral must be held by a third party and the Trustee must have a perfected first security interest in such collateral 45936447 z 7 AGENDA ITEfbi r 0 1_ �--- PAGE �� —G� (f) certificates of deposit savings accounts deposit accounts or money market deposits (including those of the Trustee and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation (g) investment agreements including guaranteed investment contracts forward purchase agreements and reserve fund put agreements which are general obligations of an entity whose long term debt obligations or claims paying ability respectively is rated in one of the two highest rating categories by Moody s or S &P (h) commercial paper rated at the time of purchase Prime 1 by Moody s and A 1 or better by S &P (i) bonds or notes issued by any state or municipality which are rated by Moody s and S &P in one of the two highest rating categories assigned by such agencies 0) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured uninsured and unguaranteed obligation rating of Prime 1 or A3 or better by Moody s and A 1 or A or better by S &P (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date which satisfy the following criteria (i) repurchase agreements must be between the Trustee and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated A or better by Moody s and S &P or (B) a bank rated A or better by Moody s and S &P (u) the written repurchase agreement contract must include the following (A) securities acceptable for transfer which may be direct U S government obligations or federal agency obligations backed by the full faith and credit of the U S government (B) the term of the repurchase agreement may be up to 30 days (C) the collateral must be delivered to the Trustee or a third party acting as agent for the Trustee simultaneous with payment (perfection by possession of certificated securities) (D) the Trustee must have a perfected first priority security interest in the collateral (E) the collateral must be free and clear of third party liens and in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation are not subject to a repurchase agreement or a reverse repurchase agreement (F) failure to maintain the requisite collateral percentage after a two day restoration period will require the Trustee to liquidate the collateral (G) the securities must be valued weekly marked to market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued 459364472 $ AGENDA 11 U l J @AGE -1 _ _OF�0-2> interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation in which case the collateral must be equal to 105% of the amount of 'cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest) If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Trustee then additional cash and/or acceptable securities must be transferred and (m) a legal opinion must be delivered to the Trustee to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds and (1) the Local Agency Investment Fund of the State of California created pursuant to Section 16429 1 of the California Government Code to the extent the Trustee is authorized to register such investment in its name Person means an individual corporation firm association partnership trust or other legal entity or group of entities including a governmental entity or any agency or political subdivision thereof Principal Account means the account by that name established in the Bond Fund pursuant to Section 4 2 hereof Record Date means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date Redemption Fund means the fund by that name established by Section 3 11 hereof Redemption Revenues means (a) prepayments of the Special Taxes (b) any amounts transferred pursuant to the Authority Indenture for the redemption of Bonds (c) amounts transferred from the Residual Fund for the redemption of Bonds (d) Backup Special Tax transferred from the Backup Special Tax Fund to be used to redeem Bonds and (e) any amounts deposited for the Special Mandatory Redemption of Bonds pursuant to Section 2 3 (a)(rv) Registration Books means the records maintained by the Fiscal Agent pursuant to Section 2 9 for the registration and transfer of ownership of the Bonds Reserve Account means the account by that name established pursuant to the Authority Indenture hereof CF31ME A Residual Fund means the fund by that name established by Section 3 10(a) Resolution means Resolution No adopted by the Legislative Body on as now in effect or as it may hereafter be amended from time to time 9 AGENDA ITEM, 0G _____h-- PAGE 150 OF Resolution of Formation means Resolution No 89 76 adopted by the Legislative Body on March 13 1990 as now in effect or as it may hereafter be amended from time to time RMA means the Modified Rate and Method of Apportionment of the Special Tax for the District S &P means Standard & Poor s a division of The McGraw Hill Companies Inc and its successors Senor Bonds means the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series Special Tax Fund means the fund by that name established by Section 3 4(a) hereof Special Tax Revenues means (a) the proceeds of the Special Taxes received by the District (b) income and gains with respect to the investment of amounts on deposit in the funds and accounts established hereunder for the Bonds and (c) proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes Notwithstanding the foregoing Special Tax Revenues does not include any penalties or interest in excess of the interest payable on the Bonds collected in connection with delinquent Special Taxes Special Taxes means the special taxes levied within the District pursuant to the Act the Ordinance and this Agreement State means the State of California Subordinate Bonds means the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series Supplemental Agreement means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Legislative Body of the District under the Act and which agreement is amendatory of or supplemental to this Agreement but only if and to the extent that such agreement is specifically authorized hereunder Tax and Nonarbitraee Certificate means with respect to the Bonds the Tax and Nonarbitrage Certificate dated the date of issuance of the Bonds as originally executed and as it may from time to time be amended or supplemented pursuant to its terms ARTICLE Il THE BONDS 21 Principal Amounts, Designations The Senior Bonds in the aggregate principal amount of Dollars and 00 /100 Dollars ($ ) and the Subordinate Bonds in the aggregate principal amount of Dollars and 00/100 Dollars ($ ) are hereby authorized to be issued under and subject to the terms of the Resolution and this Agreement the Act and other applicable laws of the State of California The 459364472 10 AGENDAITE10 NU PAGE SI __aF Senior Bonds shall be designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series and the Subordinate Bonds shall be designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series This Agreement constitutes a continuing agreement of the District with the Owners from time to time of the Bonds to secure the full payment of the principal of premium if any and interest on all such Bonds subject to the covenants provisions and conditions herein contained 22 Terms of Bonds (a) Form, Denominations The Bonds shall be issued as fully registered bonds without coupons to the denomination of $5 000 or any integral multiple thereof The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent (b) Date of the Bonds The Bonds shall be dated the Closing Date (c) Maturities, Interest Rates The Bonds shall mature on the dates and shall bear interest at the rates as follows Senior Bonds Maturity Date Principal (September 1) Amount Coupon 459364472 11 AGENDA ITEM suv PAGE S)- Or Subordinate Bonds Maturity Date Principal (September 1) Amount Coupon (d) Interest The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year Interest shall be calculated on the basis of a 360 day year composed of twelve 30 day months Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (1) it is authenticated after a Record Date and on or before an Interest Payment Date and after the close of business on the preceding Record Date in which event it shall bear interest from such Interest Payment Date or (ii) it is authenticated on or before February 15 2008 in which event it shall bear interest from the Closing Date or (in) interest with respect to any Outstanding Bond is in default in which event interest with respect thereto will be payable from the date to which interest has previously been paid or made available for payment thereon (e) Method of Payment Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date or by wire transfer made on such Interest Payment Date upon instructions of any Owner of $1000 000 or more in aggregate principal amount of Bonds The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Corporate Trust Office of the Fiscal Agent All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent The Fiscal Agent shall destroy the canceled Bonds 459364472 12 ,AGENDA Ii'-ia e PAGE _53 Qh a� 23 Redemption (a) Redemption Dates (i) Optional Redemption The Senior Bonds are subject to redemption pnor to maturity at the option of the District from any source of funds as a whole or m part on any date on or after September 1 2008 on a pro rata basis at the following redemption prices (expressed as a percentage of the principal amount of the Senior Bonds or portions thereof to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Dates Redemption Prices September 1 2008 through August 31 2009 1030% September 1 2009 through August 31 2010 1025% September 1 2010 through August 31 2011 1020% September 1 2011 through August 31 2012 1015% September 1 2012 through August 31 2013 1010% September 1 2013 through August 31 2014 1005% September 1 2014 and thereafter 1000% The Subordinate Bonds are subject to optional redemption prior to maturity with the prior written approval of the Authority or its designee in whole or in part by lot on any date and at a redemption price to be agreed upon by the City and the Authority from any available source of funds (u) Special Mandatory Redemption from Prepayment of Special Taxes The Senior Bonds are subject to redemption prior to maturity on any date on or after March 1 2008 in whole or in part on a pro rata basis from prepayments of Special Taxes at the following redemption prices (expressed as a percentage of the principal amount of the Senior Bonds or portions thereof to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Date Redemption Price March 1 2008 through August 31 2009 10300% September 1 2009 and thereafter as provided for optional redemption The Subordinate Bonds shall be subject to optional redemption in part on any Interest Payment Date from the proceeds of the prepayments of Special Taxes at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption together with a premium equal to three percent (3 %) of the principal amount of Subordinate Bonds to be redeemed (or such lesser premium as is permitted by the Authority or such greater premium as in ay be required by the Authority as necessary to pay debt service on the principal amount of Authority bonds to be redeemed from the proceeds of such redemption of the Subordinate Bonds as specified in a written certificate of the Authority delivered to the City and the Fiscal Agent prior to the redemption date) 459364472 13 AGENDA i7Eh1 NO PAGE `a _0E-2:Q (b) Notice to Fiscal Agent The District shall give the Fiscal Agent written notice of its intention to redeem Bonds pursuant to subsection (a)(i) not less than sixty (60) days prior to the applicable redemption date unless such notice shall be waived by the Fiscal Agent Notwithstanding any provisions in this Agreement to the contrary upon any Optional Redemption or Special Mandatory Redemption from Special Taxes in part the District shall deliver an Officer s Certificate to the Fiscal Agent at least sixty (60) days prior to the proposed redemption date or such later date as shall be acceptable to the Fiscal Agent so stating that the remaining payments of principal and interest on the Bonds together with Special Taxes to be available will be sufficient on a timely basis to pay debt service on the Bonds as demonstrated in a cash flow certificate delivered to the Fiscal Agent with such Officer s Certificate The District shall in such Officers Certificate certify to the Fiscal Agent that sufficient moneys for purposes of such redemption are or will be on deposit in the Revenue Fund and is required to deliver such moneys to the Fiscal Agent together with other Special Tax Revenues if any then to be delivered to the Fiscal Agent pursuant to this Agreement which moneys are required to be identified to the Fiscal Agent in the Officers Certificate delivered with the Special Tax Revenues (c) Redemption Procedure by Fiscal Agent The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail postage prepaid at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the respective registered Owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books in the Corporate Trust Office of the Fiscal Agent but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice or any defect therein shall not affect the validity of the proceedings for the redemption of such Bonds Such notice shall state the redemption date and the redemption price and if less than all of the then Outstanding Bonds are to be called for redemption shall designate the Bond numbers of the Bonds to be redeemed by giving the individual Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers both inclusive are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed and shall require that such Bonds be then surrendered at the Corporate Trust Office of the Fiscal Agent for redemption at the said redemption price and shall state that further interest on such Bonds will not accrue from and after the redemption date The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the District Upon the payment of the redemption price of Bonds being redeemed each check or other transfer of funds issued for such purpose shall to the extent practicable bear the Bond number identifying by issue and maturity the Bonds being redeemed with the proceeds of such check or other transfer Whenever provision is made in this Agreement for the redemption of less than all of the Bonds or any given portion thereof the Fiscal Agent shall select the Bonds to be redeemed from all Bonds or such given portion thereof not previously called for redemption 459364472 14 AGENDA ITEM NO `w-- PAGEE���CR —— among maturities as specified by the District in a written certificate delivered to the Fiscal Agent and by lot within a maturity in any manner which the District in its sole discretion shall deem appropriate and fair In providing such certificate the District shall provide for the redemption of Bonds such that the remaining Debt Service payable on the Bonds shall remain as level as possible Upon surrender of Bonds redeemed in part only the District shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner at the expense of the District a new Bond or Bonds of the same series and maturity of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds (d) Effect of Redemption From and after the date fixed for redemption if funds available for the payment of the principal of and interest and any premium on the Bonds so called for redemption shall have been deposited in the Bond Fund such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price and no interest shall accrue thereon on or after the redemption date specified in such notice All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section 2 3 shall be canceled by the Fiscal Agent The Fiscal Agent shall destroy the canceled Bonds (e) Partial Redemption If in the event only a portion of any Bond is called for redemption then upon surrender of such Bond the City will execute on behalf of the District and the Fiscal Agent will authenticate and deliver to the Bond Owner thereof at the expense of the District a new Bonds or Bonds of the same series and maturity date of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed 24 Form of Bonds The Bonds the form of Fiscal Agent s certificate of authentication and the form of assignment to appear thereon shall be substantially in the forms respectively set forth in Exhibit A and Exhibit B as applicable attached hereto and by tlus reference incorporated herein with necessary or appropriate variations omissions and insertions as permitted or required by this Agreement the Resolution and the Act 25 Execution of Bonds The Bonds shall be executed on behalf of the District by the manual or facsimile signatures of the Mayor or the City Manager and City Clerk who are in office on the date of adoption of this Agreement or at any time thereafter Unless otherwise provided in any Supplemental Agreement with respect to the Bonds the Bonds shall then be delivered to the Fiscal Agent for authentication If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner Any Bond may be signed and attested on behalf of the District by such persons as at the actual date of the execution of such Bond shall be the proper officers of the District although at the nominal date of such Bond any such person shall not have been such officer of the District 459364472 15 AGENDA ITEM NO PAGE___ _OF ' 3 Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A executed and dated by the Fiscal Agent shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated registered and delivered hereunder and are entitled to the benefits of this Agreement 26 Transfer of Bonds Any Bond may in accordance with its terms be transferred upon the books required to be kept pursuant to the provisions of Section 2 8 by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Bond for cancellation accompanied by delivery of a duly written instrument of transfer in form approved by the Fiscal Agent The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (u) with respect to a Bond after such Bond has been selected for redemption or (iii) between the 15th day of the month next preceding any Interest Payment Date and such Interest Payment Date 27 Exchange of Bonds Bonds may be exchanged at the Corporate Trust Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (m) with respect to a Bond after such Bond has been selected for redemption or (iii) between the 15th day of the month next preceding any Interest Payment Date and such Interest Payment Date 28 Bond Register The Fiscal Agent will keep or cause to be kept at its Corporate Trust Office sufficient books for the registration and transfer of the Bonds which books shall show the series number date amount rate of interest and last known owner of each Bond and shall at all times be open to inspection by the District or the City during regular business hours upon reasonable notice and upon presentation for such purpose the Fiscal Agent shall under such reasonable regulations as it may prescribe register or transfer or cause to be registered or transferred on said books the ownership of the Bonds as herembefore provided The District and the Fiscal Agent will treat the Owner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes and the District and the Fiscal Agent shall not be affected by any notice to the contrary The District and the Fiscal Agent may rely on the address of the Bond Owner as it appears in the Bond register for any and all purposes 459364472 16 AGENDA ITEM tjo PAGE ,J % _uF Q3 29 Temporary Bonds The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery The temporary Bonds may be printed lithographed or typewritten shall be of such authorized denominations as may be determined by the District and may contain such reference to any of the provisions of this Agreement as may be appropriate Every temporary Bond shall be executed by the District upon the same conditions and in substantially the same manner as the definitive Bonds If the District issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered for cancellation in exchange for the definitive Bonds at the Corporate Trust Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations Until so exchanged the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder 210 Bonds Mutilated, Lost, Destroyed or Stolen If any Bond shall become mutilated the District at the expense of the Owner of said Bond shall execute and the Fiscal Agent shall authenticate and deliver a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated but only upon surrender to the Fiscal Agent of the Bond so mutilated Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the District If any Bond shall be lost destroyed or stolen evidence of such loss destruction or theft may be submitted to the Fiscal Agent and if such evidence be satisfactory to it and indemnity for the District and the Fiscal Agent satisfactory to the Fiscal Agent shall be given the District at the expense of the Owner shall execute and the Fiscal Agent shall authenticate and deliver a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost destroyed or stolen The District may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the District and the Fiscal Agent for the preparation execution authentication and delivery Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost destroyed or stolen shall constitute an original additional contractual obligation on the part of the District whether or not the Bond so alleged to be lost destroyed or stolen is at any time enforceable by anyone and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement 211 Limited Obligation All obligations of the District under this Agreement and the Bonds shall be special obligations of the District payable solely from the Special Tax Revenues and the funds pledged therefor hereunder Neither the faith and credit nor the taxing power of the District (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds 212 No Acceleration The principal of the Bonds shall not be subject to acceleration hereunder Nothing in this Section shall in any way prohibit the prepayment or redemption of Bonds under Section 2 3 hereof or the defeasance of the Bonds and discharge of this Agreement under Section 10 3 hereof 459364472 17 AGENDA ITEM NO � _ P .. pAGE_S9 OF 0 213 No Additional Bonds Other than for the purpose of issuing bonds to refund the Bonds no additional Bonds entitled to a lien on the Special Tax Revenues shall be issued hereunder ARTICLE III ISSUANCE OF BONDS 31 Issuance and Delivery of the Bonds At any time after the execution of this Agreement the District may issue the Bonds in the aggregate principal amount set forth in Section 2 2 and deliver the Bonds to the Original Purchaser The Authorized Officers of the District are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act the Resolution and this Agreement and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser upon payment of the purchase price for the Bonds 32 Application of Proceeds of Sale of the Bonds On the Closing Date the proceeds of the sale of the Bonds in the amount of $ along with other available moneys shall be paid to the Fiscal Agent and deposited or transferred by the Fiscal Agent as follows (the Fiscal Agent may establish temporary funds or accounts to record or facilitate any such deposit or transfer) (a) The Fiscal Agent shall deposit the amount of $ in the Costs of Issuance Fund (b) The Fiscal Agent shall deposit the amount of $ in the Delinquency Management Fund 33 Validity of Bonds The validity of the authorization and issuance of the Bonds shall not be affected in any way by any defect in any proceedings taken by the District or by the invalidity in whole or in part of any contracts made by the District in connection therewith and the recital contained in the Bonds that the same are issued pursuant to the Act and other applicable laws of the State shall be conclusive evidence of their validity and of the regularity of their issuance 34 Special Tax Fund (a) Establishment of Special Tax Fund There is hereby established as a separate fund to be held by the Fiscal Agent the Special Tax Fund to the credit of which the District or the City on behalf of the District shall deposit immediately upon receipt all Special Tax Revenues received by the District or the City on behalf of the District The City shall establish a fund know as the Special Taxes Receipt Fund (in which there shall be established and created an account for each district within the City) The City shall deposit Special Taxes when received in the account established for the District and immediately thereafter transfer such amounts to the Fiscal Agent for deposit in the Special Taxes Fund Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit of the District and the Owners of the Bonds shall be disbursed as provided below and pending any disbursement shall be subject to a lien in favor of the Owners of the Bonds 459364472 18 AGENDA iTEtst 110 PACE Z&_� F 3 (b) Disbursements After depositing an amount of Special Tax Revenues budgeted for Administrative Expenses to the Administrative Expense Fund pursuant to a written direction of the District no later than ten (10) Business Days prior to each Interest Payment Date as determined by the District the Fiscal Agent shall withdraw from the Special Tax Fund and transfer to the Bond Fund as follows (1) To the Interest Account of the Bond Fund an amount such that the balance in the Interest Account shall be equal to the installment of interest due on the Bonds on said Interest Payment Date and any installment of interest due on a previous Interest Payment Date which remains unpaid (2) To the Principal Account of the Bond Fund an amount such that the balance in the Principal Account shall at least equal the principal payment (including mandatory sinking payments) due on the Bonds on said Interest Payment Date and any installment of principal due on a previous Interest Payment Date which remains unpaid Notwithstanding the foregoing on any September 1 in the event amounts deposited to the Principal Account are insufficient to pay in full the principal payments (including mandatory sinking payments) then coming due on the Senior Bonds an amount up to the amount of interest then coming due on the Subordinate Bonds shall be transferred from the Interest Account to the Principal Account to be used for payment of the principal (including mandatory sinking payments) on the Senior Bonds Notwithstanding the foregoing amounts shall be transferred to the Interest Account or the Principal Account from the Special Tax Fund and immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds (c) Investment Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof (d) Disposition of Surplus On September 2 of each year commencing September 2 2008 the Fiscal Agent shall transfer any amounts remaining in the Special Tax Fund following payment of each disbursement required pursuant to subsection (b) above to the Residual Fund 35 Reserved 36 Administrative Expense Fund (a) Establishment of Administrative Expense Fund There is hereby established as a separate fund to be held by the Fiscal Agent the Administrative Expense Fund to the credit of which the amount budgeted and levied for Administrative Expenses shall be made Moneys in the Administrative Expense Fund shall be held in trust by the Fiscal Agent for the benefit of the District and shall be disbursed as provided below 459364472 19 AGENDA ITEM No pAGE Q�--)_or___ 2�?� (b) Disbursement Amounts in the Administrative Expense Fund shall be withdrawn by the Fiscal Agent and paid to the District or the City or its order upon receipt by the Fiscal Agent of an Officer s Certificate stating the amount to be withdrawn that such amount is to be used to pay an Administrative Expense and the nature of such Administrative Expense Annually at least five (5) days prior to the last day of each Bond Year the Fiscal Agent shall withdraw any amounts then remaining in the Administrative Expense Fund that have not been allocated to pay Administrative Expenses incurred but not yet paid and which are not otherwise encumbered or expected to be needed for the purposes of such fund and transfer such amounts to the Special Tax Fund (c) Investment Moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from said investment shall be retained in the Administrative Expense Fund to be used for the purposes of such fund 37 Reserved 38 Costs of Issuance Fund The Fiscal Agent shall establish and maintain a separate fund to be held by the Fiscal Agent known as the Costs of Issuance Fund into which shall be deposited the amounts set forth in Section 3 2(a) above The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance from time to time upon receipt of a Requisition of the District On the date which is one hundred eighty (180) days following the Closing Date or upon the earlier receipt by the Fiscal Agent of a written request of the District stating that all Costs of Issuance have been paid the Fiscal Agent shall transfer all remaining amounts in the Costs of Issuance Fund to be deposited in the one or more accounts of the Improvement Fund 39 Delinquency Management Fund (a) Establishment of Delinquency Management Fund There is hereby established as a separate fund to be held by the Fiscal Agent the Delinquency Management Fund to the credit of which a deposit shall be made as required by Section 3 10(b) hereof Moneys in the Delinquency Management Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds and shall be disbursed as provided below (b) Disbursement Moneys in the Delinquency Management Fund shall be used solely for the purpose of paying the principal of including mandatory sinking payments and interest on any Bonds when due in the event that the moneys in the Bond Fund are insufficient therefor If the amounts in the Bond Fund are insufficient to pay the principal of including mandatory sinking payments or interest on any Bonds when due the Fiscal Agent shall withdraw from the Delinquency Management Fund for deposit in the Bond Fund moneys necessary for such purposes In connection with any redemption of the Bonds or a partial defeasance of the Bonds in accordance with Section 10 3 hereof amounts in the Delinquency Management Fund may be applied to such redemption or partial defeasance so long as the amount on deposit in the Delinquency Management Fund following such redemption or partial defeasance equals the 459364472 20 AGENDA fWvi t J FACE O1 Delinquency Management Fund Requirement To the extent that the Delinquency Management Fund is at the Delinquency Management Fund Requirement as of the first day of the final Bond Year for the Bonds amounts in the Delinquency Management Fund may be applied to pay the principal of and interest due on the Bonds in the final Bond Year for such issue Moneys in the Delinquency Management Fund in excess of the Delinquency Management Fund Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Delinquency Management Fund on September 2 of each year and transferred to the Residual Fund (c) Investment Moneys in the Delinquency Management Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from said investment shall be retained in the Delinquency Management Fund to be used for the purposes of such fund 3 10 Residual Fund (a) Establishment of Residual Fund There is hereby established as a separate fund to be held by the Fiscal Agent the Residual Fund to the credit of which a deposit shall be made as required by Sections 3 4(d) and 3 9(b) hereof Moneys in the Residual Fund shall be held in trust by the Fiscal Agent for the benefit of the District and shall be disbursed as provided below The amounts in the Residual Fund are not pledged to the repayment of the Bonds (b) Disbursement On September 2 of each year commencing September 2 2008 the Fiscal Agent shall transfer any amounts in the Residual Fund for the following purposes in the following order of priority (1) to the Delinquency Management Fund an amount if any required to restore the amount on deposit in the Delinquency Management Fund to the Delinquency Management Fund Requirement (2) to the Administrative Expense Fund an amount determined by the District to pay Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Fund are insufficient to pay Administrative Expenses or (3) to the Optional Redemption Account for redemption of the Bonds unless the Fiscal Agent has received written direction from the District to expend such remaining funds held in the Residual Fund for any lawful purposes of the District including but not limited to paying costs of public capital improvements or reducing the Special Taxes which are to be levied in the current or the succeeding Fiscal Year upon the properties which are subject to the Special Tax (c) Investment Moneys in the Residual Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from said investment shall be retained in the Residual Fund to be used for the purposes of such fund 459364472 21 AGENDA ITEM "dO PAGE_ LP,)- OF p 3 3 11 Redemption Fund (a) Establishment of the Redemption Fund There is hereby established as a separate fund to be held by the Fiscal Agent the Redemption Fund (in which there shall be established and created a Prepayment Account an Optional Redemption Account and a Special Mandatory Redemption Account) to the credit of which the District or the City on behalf of the District shall deposit immediately upon receipt all Redemption Revenues received by the District or the City on behalf of the District Moneys in the Redemption Fund shall be held in trust by the Fiscal Agent for the benefit of the District and the Owners of the Bonds shall be disbursed as provided below and pending any disbursement shall be subject to a lien in favor of the Owners of the Bonds (b) Disbursement (1) All prepayments of Special Taxes shall be deposited in the Prepayment Account to be used to redeem Bonds on the next date for which notice of redemption can timely be given [What method of selection between senior and subordmate9] (2) Any amounts transferred pursuant to the Authority Indenture for the redemption of Bonds any amounts transferred from the Backup Special Tax Fund for the redemption of the Bonds and amounts transferred from the Residual Fund for the redemption of Bonds shall be deposited into the Optional Redemption Account to be used to redeem Bonds on the next date for which notice of redemption can timely be given (3) All proceeds of the Bonds after completion or abandonment of the improvements to be financed from proceeds of the Bonds and proceeds from insurance or condemnation proceeds shall be deposited into the Special Mandatory Redemption Account to be used to redeem Bonds on the next date for which notice of redemption can timely be given (c) Investment Moneys in the Redemption Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from said investment shall be retained in the Redemption Fund to be used for the purposes of such fund ARTICLE IV SPECIAL TAX REVENUES, BOND FUND 41 Pledge of Special Tax Revenues The Senior Bonds shall be secured by a first pledge and the Subordinate Bonds shall be secured by a second and subordinate pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and Redemption Revenues and all moneys deposited in the Bond Fund and until disbursed as provided herein in the Special Tax Fund the Redemption Fund and the Delinquency Management Fund The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of and interest and any premium on the Senior Bonds on a senior basis and the Subordinate Bonds on a subordinate basis as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 10 3 To the extent Special Tax Revenues and moneys AGEhDA� ato J _ � � 45936447 2 22 PAGk L �� •� deposited into said funds (except as otherwise provided herein) are insufficient the Senior Bonds shall be paid prior to the Subordinate Bonds Amounts in the Administrative Expense Fund and the Residual Fund are not pledged to the repayment of the Bonds 42 Bond Fund (a) Establishment of Bond Fund There is hereby established as a separate fund to be held by the Fiscal Agent known as the Bond Fund (in which there shall be established and created an Interest Account and a Principal Account) to the credit of which deposits shall be made as required by Section 3 4(b) Section 3 7 and Section 3 9 and any other amounts required to be deposited therein by this Agreement or the Act Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds shall be disbursed for the payment of the principal of (including mandatory sinking payments) and interest on the Bonds as provided below and pending such disbursement shall be subject to a lien in favor of the Owners of the Bonds (b) Disbursements On each Interest Payment Date the Fiscal Agent shall withdraw from the Principal Account and the Interest Account and pay to the Owners of the Bonds the principal of (including mandatory sinking payments) and interest on the Bonds respectively provided that available amounts in the Principal Account and the Interest Account shall first be used to pay any past due installments of principal of (including mandatory sinking payments) and interest on the Bonds respectively Notwithstanding the foregoing amounts transferred to the Principal Account or the Interest Account from the Special Tax Fund shall immediately be paid to the Owners of the Bonds in respect of past due payments on the Bonds Any installment of principal (including mandatory sinking payments) or interest on the Bonds which is not paid when due shall accrue interest at the rate of interest on the Bonds until paid and shall be paid whenever funds in the Bond Fund are sufficient therefor If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds the Fiscal Agent shall notify the District and the Director of Administrative Services in writing of such failure and the Director of Administrative Services shall notify the CDIAC of such failure within 10 days of the failure to make such payment as required by Section 53359(c)(1) of the Act (c) Investment Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6 1 Interest earnings and profits resulting from the investment and deposit of amounts in the Bond Fund shall be retained in the Bond Fund ARTICLE V OTHER COVENANTS OF THE DISTRICT 51 Punctual Payment The District shall punctually pay or cause to be paid the principal of and interest and any premium on the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement and it will faithfully observe 459364472 23 AGENDA ITEM NO PAGE I qLA OF a3 and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds 52 Limited Obligation The Bonds are limited obligations of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund and the Special Tax Fund created hereunder 53 Extension of Time for Payment In order to prevent any accumulation of claims for interest after maturity the District shall not directly or indirectly extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner In case any such claim for interest shall be extended or funded whether or not with the consent of the District such claim for interest so extended or funded shall not be entitled in case of default hereunder to the benefits of this Agreement except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded Nothing in this section shall be deemed to limit the right of the District to issue bonds for the purpose of refunding any outstanding Bonds and such issuance shall not be deemed to constitute an extension of maturity of the Bonds 54 Against Encumbrances The District will not encumber pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a panty with the pledge and lien herein created for the benefit of the Bonds except as permitted by this Agreement 55 Books and Records The District will keep or cause to be kept proper books of record and accounts separate from all other records and accounts of the District in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and the Special Tax Fund and relating to the Special Tax Revenues Such books of record and accounts shall at all times during business hours and upon reasonable prior notice be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10 %) of the principal amount of the Bonds then Outstanding or their representatives duly authorized in writing The Fiscal Agent will keep or cause to be kept proper books of record and accounts separate from all other records and accounts of the Fiscal Agent in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund and the Costs of Issuance Fund Such books of record and accounts shall at all times during business hours and upon reasonable prior notice be subject to the inspection of the City the District and the Owners of not less than ten percent (10 %) of the principal amount of the Bonds then Outstanding or their representatives duly authorized in writing 56 Protection of Security and Rights of Owners The District will preserve and protect the security of the Bonds and the rights of the Owners and will warrant and defend their rights against all claims and demands of all persons From and after the delivery of any of the Bonds by the District the Bonds shall be incontestable by the District 459364472 24 AGENDA nEii fli I1 PAGE 57 Reserved 58 Collection of Special Tax Revenues The District shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues including without limitation the enforcement of delinquent Special Taxes The Director of Administrative Services shall effect the levy of the Special Taxes each Fiscal Year on the parcels within the District in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next secured tax roll Upon the completion of the computation of the amounts of the levy the Director of Administrative Services shall prepare or cause to be prepared and shall transmit to the Auditor such data as the Auditor requires to include the levy of the Special Taxes on the next secured tax roll The Special Taxes so levied shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable and have the same priority become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property unless otherwise provided by the District In the event that the Director of Administrative Services determines to levy all or a portion of the Special Taxes by means of direct billing of the property owners of the parcels within the District the Director of Administrative Services shall not less than forty five (45) days prior to each Interest Payment Date send bills to the owners of such real property located within the District subject to the levy of the Special Taxes for Special Taxes in an aggregate amount necessary to meet the financial obligations of the District due on the next Interest Payment Date said bills to specify that the amounts so levied shall be due and payable not less than thirty (30) days prior to such Interest Payment Date and shall be delinquent if not paid when due In any event the Director of Administrative Services shall fix and levy the amount of Special Taxes within the District required (i) for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year (taking into consideration anticipated delinquencies) and (n) to pay the Administrative Expenses during such year all in accordance with the RMA and the Ordinance The Special Taxes so levied shall not exceed the authonzed amounts as provided in the proceedings pursuant to the Resolution of Formation The Director of Administrative Services is hereby authorized to employ consultants to assist in computing the levy of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received The fees and expenses of such consultants and the costs and expenses of the Director of Administrative Services (including a charge for City or District staff time) in conducting its duties hereunder shall be an Administrative Expense hereunder 59 Further Assurances The District shall adopt make execute and deliver any and all such further resolutions instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement 459364472 25 AGENDA ITEM y0 PAGE��OF 510 Tax Covenants (a) Special Definitions When used in this Section the following terms have the following meanings Code means the Internal Revenue Code of 1986 as amended Computation Date has the meaning set forth in section 1 148 1(b) of the Tax Regulations Gross Proceeds means any proceeds as defined in section 1 148 1(b) of the Tax Regulations (referring to sales investment and transferred proceeds) and any replacement proceeds as defined in section 1 148 1(c) of the Tax Regulations of the Bonds Investment has the meaning set forth in section 1148 1(b) of the Tax Regulations Nonpurpose Investment means any investment property as defined in section 148(b) of the Code in which Gross Proceeds of the Bonds are invested and that is not acquired to carry out the governmental purposes of that series of Bonds Rebate Amount has the meaning set forth in section 1 148 1(b) of the Tax Regulations Tax Regulations means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code or section 103 of the 1954 Code as applicable Yield of any Investment has the meaning set forth in section 1 148 5 of the Tax Regulations and of any issue of governmental obligations has the meaning set forth in section 1 148 4 of the Tax Regulations (b) Not to Cause Interest to Become Taxable The District covenants that it shall not use and shall not permit the use of and shall not omit to use Gross Proceeds or any other amounts (or any property the acquisition construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted respectively could cause the interest on any Bond to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes Without limiting the generality of the foregoing unless and until the Fiscal Agent receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect such exclusion of the interest on any Bond from the gross income of the owner thereof for federal income tax purposes the City shall comply with each of the specific covenants in this Section (c) Private Use and Private Payments Except as would not cause any Bond to become a private activity bond within the meaning of section 141 of the Code and the Tax Regulations the District shall take all actions necessary to assure that the District at all times prior to the final cancellation of the last of the Bonds to be retired AGENDA 4TEI I 459364472 f 26 PAGE, I ��`2 OF (i) exclusively owns operates and possesses all property the acquisition construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds (including through any contractual arrangement with terms different than those applicable to the general public) or any property acquired constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency department and instrumentality thereof) other than a state or local goveriunent unless such use is solely as a member of the general public and (u) does not directly or indirectly impose or accept any charge or other payment by any person or entity (other than a state or local government) who is treated as using any Gross Proceeds of the Bonds or any property the acquisition construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (d) No Private Loan Except as would not cause any Bond to become a private activity bond within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder the District shall not use or permit the use of Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government For purposes of the foregoing covenant such Gross Proceeds are considered to be loaned to a person or entity if (i) property acquired constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes (u) capacity in or service from such property is committed to such person or entity under a take or pay output or similar contract or arrangement or (in) indirect benefits of such Gross Proceeds or burdens and benefits of ownership of any property acquired constructed or improved with such Gross Proceeds are otherwise transferred in a transaction that is the economic equivalent of a loan (e) Not to Invest at Higher Yield Except as would not cause the Bonds to become arbitrage bonds within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder the District shall not (and shall not permit any person to) at any time prior to the final cancellation of the last Bond to be retired directly or indirectly invest Gross Proceeds in any Investment if as a result of such investment the Yield of any Investment acquired with Gross Proceeds whether then held or previously disposed of would materially exceed the Yield of the Bonds within the meaning of said section 148 (f) Not Federally Guaranteed Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder the District shall not take or omit to take (and shall not permit any person to take or omit to take) any action that would cause any Bond to be federally guaranteed within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder (g) Information Report The District shall timely file any information required by section 149(e) of the Code with respect to Bonds with the Secretary of the Treasury on Form 8038 G or such other form and in such place as the Secretary may prescribe 459364472 27 AGENDA ITEM 14c0�__� PAGE_ OF (h) Rebate of Arbitrage Profits Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations (i) The District shall account for all Gross Proceeds (including all receipts expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged However to the extent permitted by law the District may commingle (and may allow the City to commingle) Gross Proceeds of Bonds with its other monies provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith (n) Not less frequently than each Computation Date the District shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder The District shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date (iii) In order to assure the excludability pursuant to section 103(a) of the Code of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes the District shall pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of the Final Computation Date as defined in section 1 148 3(e)(2) of the Tax Regulations one hundred percent (100 %) of the Rebate Amount on such date and (ii) in the case of any other Computation Date ninety percent (90 %) of the Rebate Amount on such date hi all cases such rebate payments shall be made by the District at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder and shall be accompanied by Form 8038 T or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the District Notwithstanding the foregoing and provided that the District takes all steps available to it to cause the provision of such amounts the monetary obligation of the District under this paragraph (3) shall be limited to amounts provided to it for such purpose by the District (i) Not to Divert Arbitrage Profits Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder the District shall not and shall not permit any person to at any time prior to the final cancellation of the last of the Bonds to be retired enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm s length and had the Yields on the Bonds not been relevant to either party 0) Bonds Not Hedge Bonds (i) The District represents that none of the Bonds is or will become a hedge bond within the meaning of section 149(g) of the Code 459364472 28 �te�iG��fl�'`1lP §1Jti �� PAGE UCI _GE 3r (u) Without limitation of paragraph (i) above the District believes (upon appropriate investigation) (A) that on the date of issuance of the Bonds the District reasonably expected that at least 85% of the spendable proceeds of the Bonds will be expended within the three year period commencing on such date of issuance and (B) no more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more (k) Elections The District hereby directs and authorizes any Authorized Officer to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations as such Representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds in the Certificate as to Tax Exemption or similar or other appropriate certificate form or document (1) Closing Certificate The District agrees to execute and deliver in connection with the issuance of the Bonds a Tax and Nonarbitrage Certificate or similar document containing additional representations and covenants pertaining to the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes which representations and covenants are incorporated as though expressly set forth herein 511 Covenant to Foreclose The Distnct will review the public records of the County of Riverside California in connection with the collection of the Special Tax not later than July 1 of each year to determine the amount of Special Tax collected in the prior Fiscal Year and with respect to individual delinquencies if the District determines that any single property owner subject to the Special Tax is delinquent in the payment of Special Taxes in the aggregate of $5 000 or more or that the delinquent Special Taxes represent more than 5% of the aggregate Special Taxes within the District then the District will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination and (if the delinquency remains uncured) the District will cause judicial foreclosure proceedings to be filed in the Superior Court within ninety (90) days of such determination against all properties for which the Special Taxes remain delinquent The City Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings The fees and expenses of any such counsel and costs and expenses of the City Attorney (including a charge for City or District staff time) in conducting foreclosure proceedings shall be an Administrative Expense hereunder Notwithstanding any provision of the Act or other law of the State to the contrary in connection with any foreclosure related to delinquent Special Taxes (a) The City or the Fiscal Agent is hereby expressly authorized to credit bid at any foreclosure sale without any requirement that funds be placed in the Bond Fund or otherwise be set aside in the amount so credit bid in the amount specified in Section 53356 5 of the Act or such less amount as determmed under clause (b) below or otherwise under Section 53356 6 of the Act 459364472 29 Al`e1e1VDA IoCtl M3 ___.._ U.. PAGE`JIb OF —S-10-3— (b) The District may permit in its sole and absolute discretion property with delinquent Special Tax payments to be sold for less than the amount specified in Section 53356 5 of the Act if it determines that such sale is in the interest of the Bond Owners The Bond Owners by their acceptance of the Bonds hereby consent to such sale for such lesser amounts (as such consent is described in Section 53356 6 of the Act) and hereby release the District and the City and their respective officers and agents from any liability in connection therewith (c) The District is hereby expressly authorized to use amounts in the Special Tax Fund to pay costs of foreclosure of delinquent Special Taxes (d) The District may forgive all or any portion of the Special Taxes levied or to be levied on any parcel in the District so long as the District determines that such forgiveness is not expected to adversely affect its obligation to pay principal of and interest on the Bonds under Section 3 4(b) hereof 512 Annual Reports to CDIAC Not later than October 30 of each year commencing October 30 2008 and until the October 30 following the final maturity of the Bonds the Director of Administrative Services shall supply the information required by Section 53359 5(b) or (c) of the Act to CDIAC (on such forms as CDIAC may specify) and the District 513 Continuing Disclosure to Owners In addition to its obligations under Section 5 12 the District hereby covenants and agrees that it will carry out all of its obligations under the Continuing Disclosure Agreement relating to the Authority Bonds Notwithstanding any other provision of this Agreement failure of the District to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder however any Participating Underwriter or any holder or beneficial owner of the Authority Bonds may take such actions as may be necessary and appropriate to compel performance by the District of its obligations under this Section 5 13 including seeking mandate or specific performance by court order 514 Reserve Fund Replenishment The District hereby covenants that to the extent there is a draw upon the Reserve Fund pursuant to the Authority Indenture as a result of a delinquency in the collection of Special Taxes the District shall cause the Director of Administrative Services to effect the next annual levy of Special Taxes in an amount sufficient to replenish such delinquency in addition to those required by Section 5 8 and in addition to amounts that would be levied if there were no such delinquency provided however the amount of Special Taxes levied shall not exceed the maximum permitted by the Ordinance and RMA ARTICLE VI INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF THE DISTRICT 61 Deposit and Investment of Moneys in Funds Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments as directed pursuant to an Officer s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments In the absence of any such Officer s Certificate the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (d) of the definition thereof to the extent practicable 459364472 30 A4NL)A'121''e __�3 which by their terms mature prior to the date on which such moneys are required to be paid out hereunder or are held uninvested The Director of Administrative Services shall make note of any investment of funds hereunder in excess of the yield on the Bonds so that appropriate actions can be taken to assure compliance with Section 6 2 Moneys in any fund or account created or established by this Agreement and held by the Director of Administrative Services shall be invested by the Director of Administrative Services in Permitted Investments which in any event by their terms mature prior to the date on which such moneys are required to be paid out hereunder Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account subject however to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts Whenever in this Agreement any moneys are required to be transferred by the District to the Fiscal Agent such transfer may be accomplished by transferring a like amount of Permitted Investments The Fiscal Agent or an affiliate or the Director of Administrative Services may act as principal or agent in the acquisition or disposition of any investment and shall be entitled to its customary fee therefor Neither the Fiscal Agent nor the Director of Administrative Services shall incur any liability for losses arising from any investments made pursuant to this Section For purposes of determining the amount on deposit in any fund or account held hereunder all Permitted Investments or investments credited to such fund or account shall be valued at the cost thereof (excluding accrued interest and brokerage commissions if any) Except as otherwise provided in the next sentence all investments of amounts deposited in any fund or account created by or pursuant to this Agreement or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired disposed of and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under the applicable provisions of the Code shall be valued at their present value (within the meaning of section 148 of the Code) The Fiscal Agent shall not be liable for verification of the application of such sections of the Code Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making holding and disposing of investments notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Director of Administrative Services hereunder provided that the Fiscal Agent or the Director of Administrative Services as applicable shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement The Fiscal Agent or the Director of Administrative Services as applicable shall sell at the highest price reasonably obtainable or present for redemption any investment security whenever it shall be necessary to provide moneys to meet any required payment transfer withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Director of Administrative Services shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith 45936447 2 31 AGERDA ITEM K) ) PAGE —J, DF� 62 Limited Obligation The District s obligations hereunder are limited obligations of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund and the Bond Fund 63 Liability of District The District shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it The District shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful default The District shall not be bound to ascertain or inquire as to the performance or observance of any of the terns conditions covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds or as to the existence of a default or event of default thereunder In the absence of bad faith the District including the Director of Administrative Services may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein upon certificates or opinions furnished to the District and conforming to the requirements of this Agreement The District including the Director of Administrative Services shall not be liable for any error of ,judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts No provision of this Agreement shall require the District to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it The District may rely and shall be protected in acting or refraining from acting upon any notice resolution request consent order certificate report warrant bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties The District may consult with counsel who may be the City Attorney with regard to legal questions and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith The District shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection if required and his title thereto satisfactorily established if disputed Whenever in the administration of its duties under this Agreement the District shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder such matter (unless other evidence in respect thereof be herein specifically prescribed) may in the absence of willful misconduct on the part of the District be deemed to be conclusively proved and established by a certificate of the Fiscal Agent and such certificate shall be full warranty to the District for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof but in its discretion the District may in lieu thereof accept other evidence of such matter or may require such additional evidence as to it may seem reasonable 459364472 32 11G 4ViikHL'I uJ _ Iw 64 Employment of Agents by District or the City In order to perform their respective duties and obligations hereunder the City the District and/or the Director of Administrative Services may employ such persons or entities as they deem necessary or advisable The City the District and/or the Director of Administrative Services shall not be liable for any of the acts or omissions of such persons or entities employed by them in good faith hereunder and shall be entitled to rely and shall be fully protected in doing so upon the opinions calculations determinations and directions of such persons or entities ARTICLE VII EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS 71 Events of Default The following events shall be Events of Default (a) Failure to pay any installment of principal of any Bonds when and as the same shall become due and payable whether at maturity as therein expressed by proceedings for redemption or otherwise (b) Failure to pay any installment of interest on any Bonds when and as the same shall become due and payable (c) Failure by the District to observe and perform any of the other covenants agreements or conditions on its part in this Agreement or in the Bonds contained if such failure shall have continued for a period of 60 days after written notice thereof specifying such failure and requiring the same to be remedied shall have been given to the District by the Fiscal Agent or the Owners of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding provided however if in the reasonable opinion of the District the failure stated in the notice can be corrected but not within such 60 day period such failure shall not constitute an Event of Default if corrective action is instituted by the District within such 60 day period and the District shall thereafter diligently and in good faith cure such failure in a reasonable period of time (d) Commencement by the District of a voluntary case under Title 11 of the United States Code or any substitute or successor statute 72 Remedies of Bond Owners Subject to the provisions of Section 7 8 any Bond Owner shall have the right for the equal benefit and protection of all Bond Owners similarly situated (a) by mandamus suit action or proceeding to compel the District and its officers agents or employees to perform each and every term provision and covenant contained in this Agreement and in the Bonds and to require the carrying out of any or all such covenants and agreements of the District and the fulfillment of all duties imposed upon it by the Act (b) by suit action or proceeding in equity to enjoin any acts or things which are unlawful or the violation of any of the Bond Owners rights or 459364472 33 AGENDA 17Erd1 NQ PAGE I 1 0, (c) upon the happening of any Event of Default by suit action or proceeding in any court of competent jurisdiction to require the District and its officers and employees to account as if it and they were the trustees of an express trust 73 Application of Special Taxes and Other Funds After Default If an Event of Default shall occur and be continuing all Special Taxes including any penalties costs fees and other charges accruing under the Act and any other funds then held or thereafter received by the Fiscal Agent under any of the provisions of this Agreement shall be applied by the Fiscal Agent as follows and in the following order (a) To the payment of any expenses necessary in the opinion of the Fiscal Agent to protect the interest of the Owners of the Bonds and payment of reasonable fees charges and expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under this Agreement (b) To the payment of the principal of and interest then due with respect to the Bonds (upon presentation of the Bonds to be paid and stamping thereon of the payment if only partially paid or surrender thereof if fully paid) subject to the provisions of this Agreement as follows First To the payment to the Persons entitled thereto of all installments of interest then due in the order of the maturity of such installments and if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date then to the payment thereof ratably according to the amounts due thereon to the Persons entitled thereto without any discrimination or preference and Second To the payment to the Persons entitled thereto of the unpaid principal of any Bonds which shall have become due whether at maturity or by call for redemption with interest on the overdue principal at the rate bome by the respective Bonds on the date of maturity or redemption and if the amount available shall not be sufficient to pay in full all the Bonds together with such interest then to the payment thereof ratably according to the amounts of principal due on such date to the Persons entitled thereto without any discrimination or preference (c) Any remaining funds shall be transferred by the Fiscal Agent to the Bond Fund 74 Absolute Obligation of the District Nothing in Section 7 7 or in any other provision of this Agreement or in the Bonds contained shall affect or impair the obligation of the District which is absolute and unconditional to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at their respective dates of maturity or upon call for redemption as herein provided but only out of the Special Taxes and other moneys herein pledged therefor and received by the District or the Fiscal Agent or affect or impair the right of such Owners which is also absolute and unconditional to enforce such payment by virtue of the contract embodied in the Bonds 75 Termination of Proceedings In case any proceedings taken by any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for 459364472 34 AGENDA ITEM 4 f10 PAGC any reason or shall have been determined adversely to the Bond Owners then in every such case the District and the Bond Owners subject to any determination in such proceedings shall be restored to their former positions and rights hereunder severally and respectively and all rights remedies powers and duties of the City and the Bond Owners shall continue as though no such proceedings had been taken 76 Remedies Not Exclusive No remedy herein conferred upon or reserved to the Fiscal Agent or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies and each and every such remedy to the extent permitted by law shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise 77 No Waiver of Default No delay or omission of any Owner of the Bonds to exercise any right or power ansing upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein and every power and remedy given by this Agreement to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient 78 Actions by Fiscal Agent as Attorney in Fact Any suit action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Fiscal Agent for the equal benefit and protection of all Owners and the Fiscal Agent is hereby appointed (and the successive respective Owners of the Bonds by taking and holding the same shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the Owners for the purpose of bringing any such suit action or proceeding and to do and perform any and all acts and things for and on behalf of the Owners as a class or classes as may be necessary or advisable in the opinion of the Fiscal Agent as such attorney in fact ARTICLE VIII THE FISCAL AGENT 81 Appointment of Fiscal Agent Union Bank of California N A is hereby appointed Fiscal Agent and paying agent for the Bonds The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business provided such company shall be eligible under the following paragraph of this Section shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act anything herein to the contrary notwithstanding So long as there is no Event of Default hereunder the District may remove the Fiscal Agent initially appointed and any successor thereto and may appoint a successor or successors thereto but any such successor shall be a bank or trust company having a combined 459364472 35 AGENDA ITEM NO I�D PAGE �(p GF v7� capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50 000 000) and subject to supervision or examination by federal or state authority If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purposes of this Section 8 1 combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published The Fiscal Agent may at any time resign by giving written notice to the District and by giving to the Owners notice by mail of such resignation Upon receiving notice of such resignation the District shall promptly appoint a successor Fiscal Agent by an instrument in writing Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 8 1 within forty five (45) days after the Fiscal Agent shall have given to the District written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act the Fiscal Agent or any Bond Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent Said court may thereupon after such notice if any as such court may deem proper appoint a successor Fiscal Agent If by reason of the judgment of any court the Fiscal Agent is rendered unable to perform its duties hereunder all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Director of Administrative Services of the City in trust for the benefit of the Owners The District covenants for the direct benefit of the Owners that the Director of Administrative Services in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder in trust for the benefit of the Owners of the Bonds 82 Liability of Fiscal Agent The recitals of facts covenants and agreements herein and in the Bonds contained shall be taken as statements covenants and agreements of the District and the Fiscal Agent assumes no responsibility for the correctness of the same nor makes any representations as to the validity or sufficiency of this Agreement or of the Bonds nor shall incur any responsibility in respect thereof other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful default The Fiscal Agent assumes no responsibility or liability for any information statement or recital in any offenng memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds In the absence of bad faith the Fiscal Agent may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein upon certificates or opinions furnished to the Fiscal Agent and conforming to the procedural requirements of this Agreement but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the procedural requirements of 459364472 36 FACE�� cO!•?ia�i this Agreement Except as provided above in this paragraph Fiscal Agent shall be protected and shall incur no liability in acting or proceeding or in not acting or not proceeding in good faith reasonably and in accordance with the terms of this Agreement upon any resolution order notice request consent or waiver certificate statement affidavit or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and famished pursuant to any provision of this Agreement and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any of the terms conditions covenants or agreements of the City or the District herein or of any of the documents executed by the City or the Distnct in connection with the Bonds or as to the existence of a default or event of default thereunder The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its nghts or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable secunty or indemnity against the costs expenses and liabilities which might be incurred by it in compliance with such request or direction The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the directors officers and employees of the Fiscal Agent 83 Information The Fiscal Agent shall provide to the District such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the District shall reasonably request including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent 84 Notice to Fiscal Agent The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice resolution request consent order certificate report warrant Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties The Fiscal Agent may consult with counsel who may be counsel to the District with regard to legal questions and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith 459364472 37 AGENDA ITEM NO PACE -[b _OF �b� The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection if required and his title thereto satisfactorily established if disputed Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder such matter (unless other evidence in respect thereof be herein specifically prescribed) may in the absence of willful misconduct on the part of the Fiscal Agent be deemed to be conclusively proved and established by a certificate of the District and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof but in its discretion the Fiscal Agent may in lieu thereof accept other evidence of such matter or may require such additional evidence as to it may seem reasonable 85 Compensation, Indemnification The District shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement and also all reasonable expenses charges counsel fees and other disbursements including those of their attorneys agents and employees incurred in and about the performance of their powers and duties under this Agreement but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement The District further agrees to the extent permitted by applicable law to indemnify and save the Fiscal Agent its officers employees directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct The obligation of the District under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement but any monetary obligation of the District ansmg under this Section shall be limited solely to amounts on deposit in the Administrative Expense Fund ARTICLE IX MODIFICATION OR AMENDMENT OF THIS AGREEMENT 91 Amendments Permitted This Agreement and the rights and obligations of the District and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners or with the written consent without a meeting of the Owners of at least sixty percent (60 %) in aggregate principal amount of the Bonds then Outstanding exclusive of Bonds disqualified as provided in Section 9 4 No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon or otherwise alter or impair the obligation of the District to pay the principal of and the interest and any premium on any Bond without the express consent of the Owner of such Bond or (u) permit the creation by the District of any pledge or lien upon the Special Taxes superior to or on a panty with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act the laws of the State of California or this Agreement) or (iii) reduce the percentage of Bonds required for the amendment hereof Any such amendment may not modify any of the rights or obligations of the Fiscal Agent without its written consent 459364472 38 PAGE -IC4 This Agreement and the rights and obligations of the District and of the Owners may also be modified or amended at any time by a Supplemental Agreement without the consent of any Owners only to the extent permitted by law and only for anyone or more of the following purposes (a) to add to the covenants and agreements of the District in this Agreement contained other covenants and agreements thereafter to be observed or to limit or surrender any right or power herein reserved to or conferred upon the District (b) to make modifications not adversely affecting any Outstanding Bonds of the District in any material respect (c) to make such provisions for the purpose of curing any ambiguity inconsistency or omission of curing correcting or supplementing any defective provision contained in this Agreement or in regard to questions ansmg under this Agreement as the District and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement and which shall not adversely affect the rights of the Owners of the Bonds (d) to make such additions deletions or modifications as may be necessary or desirable to assure the exclusion from gross income for federal income tax purposes of interest on the Bonds 92 Owners' Meetings The District may at any time call a meeting of the Owners In such event the District is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting 93 Procedure for Amendment with Written Consent of Owners The District and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement to the extent that such amendment is permitted by Section 9 1 to take effect when and as provided in this Section A copy of such Supplemental Agreement together with a request to Owners for their consent thereto shall be mailed by first class mail by the Fiscal Agent to each Owner of Bonds Outstanding but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60 %) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 9 4) and a notice shall have been mailed as hereinafter in this Section provided Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given which proof shall be such as is permitted by Section 10 4 Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed 459364472 39 AGENDA iTENI NO U,_ PAGE V 01 FD3 After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement the District shall mail a notice to the Owners in the manner herembefore provided in this Section for the mailing of the Supplemental Agreement stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto) Proof of the mailing of such notice shall be filed with the Fiscal Agent A record consisting of the papers required by this Section 9 3 to be filed with the Fiscal Agent shall be proof of the matters therein stated until the contrary is proved The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise heremabove specifically provided in this Article) upon the District and the Owners of all Bonds at the expiration of sixty (60) days after such filing except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty day period 94 Disqualified Bonds Bonds owned or held for the account of the City or the District excepting any pension or retirement fund shall not be deemed Outstanding for the purpose of any vote consent or other action or any calculation of Outstanding Bonds provided for in this Article IX and shall not be entitled to vote upon consent to or take any other action provided for in this Article IX 95 Effect of Supplemental Agreement From and after the time any Supplemental Agreement becomes effective pursuant to this Article DC this Agreement shall be deemed to be modified and amended in accordance therewith the respective rights duties and obligations under this Agreement of the District and all Owners of Bonds Outstanding shall thereafter be determined exercised and enforced hereunder subject in all respects to such modifications and amendments and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes 96 Endorsement or Replacement of Bonds Issued After Amendments The District may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article IX shall bear a notation by endorsement or otherwise in form approved by the District as to such action In that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Corporate Trust Office of the Fiscal Agent or at such other office as the District may select and designate for that purpose a suitable notation shall be made on such Bond The District may determine that new Bonds so modified as in the opinion of the District is necessary to conform to such Owners action shall be prepared executed and delivered In that case upon demand of the Owner of any Bonds then Outstanding such new Bonds shall be exchanged at the Corporate Trust Office of the Fiscal Agent without cost to any Owner for Bonds then Outstanding upon surrender of such Bonds 97 Amendatory Endorsement of Bonds The provisions of this Article IX shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him provided that due notation thereof is made on such Bonds 459364472 40 AGEND4 iTEM 110 —XQ PAGE 98 Opinion of Bond Counsel In connection with any Supplemental Agreement the Fiscal Agent shall be entitled to receive an opinion of Bond Counsel that any such Supplemental Agreement is authorized or permitted by this Agreement and the Fiscal Agent may conclusively rely upon such opinion ARTICLE X MISCELLANEOUS 101 Benefits of Agreement Limited to Parties Nothing in this Agreement expressed or implied is intended to give to any person other than the District City the Fiscal Agent and the Owners any right remedy claim under or by reason of this Agreement Any covenants stipulations promises or agreements in this Agreement contained by and on behalf of the District shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent 102 Successor is Deemed Included in All References to Predecessor Whenever in this Agreement or any Supplemental Agreement either the District or the Fiscal Agent is named or referred to such reference shall be deemed to include the successors or assigns thereof and all the covenants and agreements in this Agreement contained by or on behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not 103 Discharge of Agreement The District shall have the option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in anyone or more of the following ways (a) by well and truly paying or causing to be paid the principal of and interest and any premium on such Bonds Outstanding as and when the same become due and payable (b) by depositing with the Fiscal Agent in trust at or before maturity money which together with the amounts then on deposit in the funds and accounts provided for in Section 4 2 is fully sufficient to pay such Bonds Outstanding including all principal interest and redemption premiums or (c) by irrevocably depositing with the Fiscal Agent in trust cash and Federal Securities and/or investments described in clause (i) of the definition of Permitted Investments in such amount as the District shall determine as confirmed by Bond Counsel or an independent certified public accountant will together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Section 4 2 be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal interest and redemption premiums) at or before their respective maturity dates If the District shall have taken any of the actions specified in (a) (b) or (c) above and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice then at the election of the District and notwithstanding that any Bonds shall not have been surrendered for payment the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the District under this Agreement with respect to such Bonds Outstanding shall cease and terminate 459364472 41 AG5t p+A ftEN1 NO 9" pAGE� —Gf Notice of such election shall be filed with the Fiscal Agent Notwithstanding the foregoing the obligation of the District to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 8 5 and otherwise to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes shall continue in any event Upon compliance by the District with the foregoing with respect to all Bonds Outstanding any funds held by the Fiscal Agent after payment of all fees and expenses of the Fiscal Agent which are not required for the purposes of the preceding paragraph shall be paid over to the District and any Special Taxes thereafter received by the District shall not be remitted to the Fiscal Agent but shall be retained by the District to be used for any purpose permitted under the Act 10 4 Execution of Documents and Proof of Ownership by Owners Any request declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor and shall be executed by Owners in person or by their attorneys appointed in writing Except as otherwise herein expressly provided the fact and date of the execution by any Owner or his attorney of such request declaration or other instrument or of such writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act that the person signing such request declaration or other instrument or writing acknowledged to lum the execution thereof or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer Except as otherwise herein expressly provided the ownership of registered Bonds and the amount maturity number and date of holding the same shall be proved by the registry books Any request declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the District or the Fiscal Agent in good faith and in accordance therewith 10 5 Waiver of Personal Liability No member officer agent or employee of the District or the City shall be individually or personally liable for the payment of the principal of or interest or any premium on the Bonds but nothing herein contained shall relieve any such member officer agent or employee from the performance of any official duty provided by law 10 6 Notices to and Demands on District and Fiscal Agent Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the District may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the District with the Fiscal Agent) as follows 459364472 42 tie "{ ?,Ji i A- pper� r�, —13—P3_ City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Arm City Manager Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the District to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the District) as follows Union Bank of California N A 120 South San Pedro Street Suite 400 Los Angeles California 90012 Attention Corporate Trust Services 107 Partial Invalidity If any Section paragraph sentence clause or phrase of this Agreement shall for any reason be held illegal or unenforceable such holding shall not affect the validity of the remaining portions of this Agreement The District hereby declares that it would have adopted this Agreement and each and every other Section paragraph sentence clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that anyone or more Sections paragraphs sentences clauses or phrases of this Agreement maybe held illegal invalid or unenforceable 108 Unclaimed Moneys Anything contained herein to the contrary notwithstanding any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of and the interest and any premium on the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal interest and premium have become payable if such money was held by the Fiscal Agent at such date shall be repaid by the Fiscal Agent to the District as its absolute property free from any trust and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the District for the payment of the principal of and interest and any premium on such Bonds 10 9 Applicable Law This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California 10 10 Conflict with Act hi the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date the provision of the Act shall prevail over the conflicting provision of this Agreement 10 11 Conclusive Evidence of Regularity Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes 10 12 Payment on Business Day In any case where the date of the maturity of interest or of principal (and premium if any) of the Bonds or the date fixed for redemption of any Bonds 459364472 43 AGf, LAIT Eiji 6 PAGE or the date any action is to be taken pursuant to this Agreement is other than a Business Day the payment of interest or principal (and premium if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period after such date 1013 Counterparts This Agreement may be executed in counterparts each of which shall be deemed an original 459364472 44 Iq PIIU t� �," -3.23 IN WITNESS WHEREOF the District has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name all as of January 1 2008 ATTEST City Clerk CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) By Mayor of the City of Lake Elsinore acting in capacity as the legislative body of City of Lake Elsinore Community Facilities District No 88 (West Lake Elsinore) UNION BANK OF CALIFORNIA N A as Fiscal Agent M Authorized Officer 45936447 2 45 AGENGA9TEfe8 40--IL- PAGE 210 Gs°--Z�Da Lim EXHIBIT A FORM OF SENIOR BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SPECIAL TAX BOND 2008 SERIES INTEREST RATE MATURITY DATE DATED DATE September 1 REGISTERED OWNER UNION BANK OF CALIFORNIA N A AS TRUSTEE FOR THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY PRINCIPAL AMOUNT DOLLARS The City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the District ) for value received hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected within the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined) to the registered owner named above or registered assigns on the maturity date set forth above unless redeemed prior thereto as hereinafter provided the principal amount set forth above and to pay interest on such principal amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication thereof unless (a) it is authenticated after a Record Date (as hereinafter defined) and on or before an Interest Payment Date and after the close of business on the preceding Record Date in which event interest with respect thereto will be payable from such Interest Payment Date (b) it is authenticated on or before February 15 2008 in which event interest with respect thereto will be payable from its Dated Date or (c) interest with respect to any Outstanding Bond is in default in which event interest with respect thereto will be payable from the date to which interest has been paid in full payable on each Interest Payment Date payable semiannually on March I and September 1 in each year commencing March 1 2008 (each an Interest Payment Date ) at the interest rate set forth above until the principal amount hereof is paid or made available for payment The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Corporate Trust Office of Union Bank of California N A (the Fiscal Agent ) Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each Interest Payment Date to the registered owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the interest payment date occurs (the Record Date ) at such registered owner s address as it appears on the registration books maintained by the Fiscal Agent 459364472 A 1 AGEFIvAHLil a (�P— PACE - J_OF_3�23 This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by the qualified electors of the District on pursuant to the Mello Roos Community Facilities Act of 1982 as amended Sections 53311 et seq of the California Government Code (the Mello Roos Act ) for the purpose of refinancing the acquisition of certain facilities and is one of the Bonds designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series (the Bonds ) The creation of the Bonds and the terms and conditions thereof are provided for by the Fiscal Agent Agreement dated as of January 1 2008 (the Agreement ) by and between the District and the Fiscal Agent and this reference incorporates the Agreement herein and by acceptance hereof the owner of this Bond assents to said terms and conditions Pursuant to the Mello Roos Act and the Agreement the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Mello Roos Act to be collected within the District (the Special Tax ) and certain funds held under the Agreement Any tax for the payment hereof shall be limited to the Special Tax except to the extent that provision for payment has been made by the City as may be permitted by law The Bonds do not constitute obligations of the City of Lake Elsinore for which said City is obligated to levy or pledge or has levied or pledged general or special taxation other than described heremabove The District has covenanted for the benefit of the owners of the Bonds that it will order and cause to be commenced as provided in the Agreement and thereafter diligently prosecute to judgment an action in the superior court to foreclose under the circumstances set forth in the Agreement the lien of any Special Tax or installment thereof not paid when due The Bonds are subject to redemption prior to maturity at the option of the District from any source of funds as a whole or in part on any date on or after September 1 2008 on a pro rata basis at the following redemption prices (expressed as a percentage of the principal amount of the Bonds or portions thereof to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Dates Redemption Prices September 1 2008 through August 31 2009 1030% September 1 2009 through August 31 2010 1025% September 1 2010 through August 31 2011 1020% September 1 2011 through August 31 2012 1015% September 1 2012 through August 31 2013 1010% September 1 2013 through August 31 2014 1005% September 1 2014 and thereafter 1000% 459364472 A 2 lTCM NO F �- --- pGENOA z) U The Bonds are subject to redemption prior to maturity on any date on or after March 1 2008 in whole or in part on a pro rata basis from prepayments of Special Taxes at the following redemption prices (expressed as a percentage of the principal amount of the Bonds or portions thereof to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Date Redemption Price March 1 2008 through August 31 2009 10300% September 1 2009 and thereafter as provided for optional redemption The Bonds are subject to special mandatory redemption on any date to which timely notice of redemption may be given in integral multiples of $5 000 from unused proceeds of the Bonds after completion or abandonment of the improvements to be financed with such proceeds and from insurance or condemnation proceeds without premium plus accrued interest to the redemption date on a pro rata basis Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof in the manner to the extent and subject to the provisions of the Agreement This Bond shall be registered in the name of the owner hereof as to both principal and interest Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon Except as provided in the Agreement any Bond may in accordance with its terms be transferred, upon the books required to be kept pursuant to the provisions of the Agreement by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Bond for cancellation accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer Whenever any Bond or Bonds shall be surrendered for transfer the District shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds for like aggregate principal amount No transfers of Bonds shall be required to be made (1) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (u) with respect to a Bond after such Bond has been selected for redemption or (in) between the last day of the month next preceding any Interest Payment Date and such Interest Payment Date 459364472 A 3 I� AGMvra 11t"h(t ISU PAGE OF Bonds may be exchanged at the Corporate Trust Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (u) with respect to a Bond after such Bond has been selected for redemption or (in) between the last day of the month next preceding any Interest Payment Date and such Interest Payment Date The Agreement and the rights and obligations of the District thereunder may be modified or amended as set forth therein This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent IT IS HEREBY CERTIFIED RECITED AND DECLARED that all acts conditions and things required by law to exist happen and be performed precedent to and in the issuance of this Bond have existed happened and been performed in due time form and manner as required by law and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California 459364472 A 4 AGENDA TEM a J �� PAGE qQ OF—?,,Df2_ IN WITNESS WHEREOF the City of Lake Elsinore on behalf of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) has caused this Bond to be dated as of the date first above written and to be signed by the manual signature of its Mayor and countersigned by the manual signature of the City Clerk CITY OF LAKE ELSINORE BY Mayor BY City Clerk 459364472 A 5 AGZ iDA stir W T _,!4- PAcr _d3r FISCAL AGENT S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and the Agreement which has been authenticated on UNION BANK OF CALIFORNIA N A as Fiscal Agent IM Authorized Officer 459364472 A 6 AGENDA 6TIM %€} PAGE —OA2L GF-3–�- ASSIGNMENT For value received the undersigned do(es) hereby sell assign and transfer unto Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the registration books of the Fiscal Agent full power of substitution in the premises Dated with NOTICE The signature(s) on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company 459364472 A 7 1U No EXHIBIT B FORM OF SUBORDINATE BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SUBORDINATE SPECIAL TAX BOND 2008 SERIES INTEREST RATE MATURITY DATE DATED DATE September 1 REGISTERED OWNER UNION BANK OF CALIFORNIA N A AS TRUSTEE FOR THE LAKE ELSINORE PUBLIC FINANCING AUTHORITY PRINCIPAL AMOUNT DOLLARS The City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the District ) for value received hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected within the District or amounts in the funds and accounts held under the Agreement (as hereinafter defined) to the registered owner named above or registered assigns on the maturity date set forth above unless redeemed prior thereto as hereinafter provided the principal amount set forth above and to pay interest on such principal amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication thereof unless (a) it is authenticated after a Record Date (as hereinafter defined) and on or before an Interest Payment Date and after the close of business on the preceding Record Date in which event interest with respect thereto will be payable from such Interest Payment Date (b) it is authenticated on or before February 15 2008 in which event interest with respect thereto will be payable from its Dated Date or (c) interest with respect to any Outstanding Bond is in default in which event interest with respect thereto will be payable from the date to which interest has been paid in full payable on each Interest Payment Date payable semiannually on March I and September 1 in each year commencing March 1 2008 (each an Interest Payment Date ) at the interest rate set forth above until the principal amount hereof is paid or made available for payment The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Corporate Trust Office of Union Bank of California N A (the Fiscal Agent ) Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each Interest Payment Date to the registered owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the interest payment date occurs (the Record Date ) at such registered owner s address as it appears on the registration books maintained by the Fiscal Agent 459364472 B 1 'k .f t M ^ 1u ...-- Fr -r _ qy -3 03- This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by the qualified electors of the District on pursuant to the Mello Roos Community Facilities Act of 1982 as amended Sections 53311 et seq of the California Government Code (the Mello Roos Act ) for the purpose of refinancing the acquisition of certain facilities and is one of the Bonds designated City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series (the Bonds ) The creation of the Bonds and the terms and conditions thereof are provided for by the Fiscal Agent Agreement dated as of January 1 2008 (the Agreement ) by and between the District and the Fiscal Agent and this reference incorporates the Agreement herein and by acceptance hereof the owner of this Bond assents to said terms and conditions Pursuant to the Mello Roos Act and the Agreement the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Mello Roos Act to be collected within the District (the Special Tax ) and certain funds held under the Agreement Any tax for the payment hereof shall be limited to the Special Tax on a subordinate basis to the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series except to the extent that provision for payment has been made by the City as may be permitted by law The Bonds do not constitute obligations of the City of Lake Elsinore for which said City is obligated to levy or pledge or has levied or pledged general or special taxation other than described heremabove The District has covenanted for the benefit of the owners of the Bonds that it will order and cause to be commenced as provided in the Agreement and thereafter diligently prosecute to ,judgment an action in the superior court to foreclose under the circumstances set forth in the Agreement the lien of any Special Tax or installment thereof not paid when due The Bonds are subject to optional redemption prior to maturity with the prior written approval of the Authority or its designee in whole or in part by lot on any date and at a redemption price to be agreed upon by the City and the Authority from any available source of funds The Bonds shall be subject to optional redemption in part on any Interest Payment Date from the proceeds of the prepayments of Special Taxes at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption together with a premium equal to three percent (3 %) of the principal amount of Bonds to be redeemed (or such lesser premium as is permitted by the Authority or such greater premium as in ay be required by the Authority as necessary to pay debt service on the principal amount of Authority bonds to be redeemed from the proceeds of such redemption of the Subordinate Bonds as specified in a written certificate of the Authority delivered to the City and the Fiscal Agent prior to the redemption date) The Bonds are subject to special mandatory redemption on any date to which timely notice of redemption may be given in integral multiples of $5 000 from unused proceeds of the Bonds after completion or abandonment of the improvements to be financed with such proceeds and from insurance or condemnation proceeds without premium plus accrued interest to the redemption date on a pro rata basis 459364472 B2 AGENDA ITUANO PAGE G G{ 7?' 03-- Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof in the manner to the extent and subject to the provisions of the Agreement This Bond shall be registered in the name of the owner hereof as to both principal and interest Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon Except as provided in the Agreement any Bond may in accordance with its terms be transferred upon the books required to be kept pursuant to the provisions of the Agreement by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Bond for cancellation accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer Whenever any Bond or Bonds shall be surrendered for transfer the District shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds for like aggregate principal amount No transfers of Bonds shall be required to be made (i) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (n) with respect to a Bond after such Bond has been selected for redemption or (iii) between the last day of the month next preceding any Interest Payment Date and such Interest Payment Date Bonds may be exchanged at the Corporate Trust Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the District The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange No exchanges of Bonds shall be required to be made (i) fifteen (15) days prior to the date established by the Fiscal Agent for selection of Bonds for redemption (n) with respect to a Bond after such Bond has been selected for redemption or (iii) between the last day of the month next preceding any Interest Payment Date and such Interest Payment Date The Agreement and the rights and obligations of the District thereunder may be modified or amended as set forth therein This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent 459364472 B 3 ArFNL)1kM -MNw, ,�- pAOE '�Lo oF—zz y- IT IS HEREBY CERTIFIED RECITED AND DECLARED that all acts conditions and things required by law to exist happen and be performed precedent to and in the issuance of this Bond have existed happened and been performed in due time form and manner as required by law and that the amount of this Bond does not exceed any debt limit prescribed by the laws or Constitution of the State of California 459364472 B 4 AGENDA ITEM WO 1,2?2. pAGE 0-1 IN WITNESS WHEREOF the City of Lake Elsinore on behalf of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) has caused this Bond to be dated as of the date first above written and to be signed by the manual signature of its Mayor and countersigned by the manual signature of the City Clerk CITY OF LAKE ELSINORE BY Mayor BY City Clerk 459364472 B $ AGENDA ITEM NO PAGE_aJ3_OF�� FISCAL AGENTS CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and the Agreement which has been authenticated on UNION BANK OF CALIFORNIA N A as Fiscal Agent M Authorized Officer 459364472 B 6 AGENDA MM Nd PAGE q' OF �.� ASSIGNMENT For value received the undersigned do(es) hereby sell assign and transfer unto (Name Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the registration books of the Fiscal Agent full power of substitution in the premises with Dated NOTICE The signature(s) on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company 459364472 B 7 AGENDA ITEM 6'+%...._..r._._l4' PACE-62—OF -`?3 COMMITMENT AGREEMENT AND PURCHASE CONTRACT FOR PURCHASE AND SALE OF LOCAL OBLIGATION BONDS City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds, 2008 Series THIS COMMITMENT AGREEMENT AND PURCHASE CONTRACT (the Purchase Contract ) dated 2008 is by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY a Joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the Authority ) and the CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) a community facilities district duly organized and existing under the laws of the State of California (the District ) WITNESSETH WHEREAS pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 Division 7 Title 1 of the Government Code of the State of California (the Act ) the Redevelopment Agency of the City of Lake Elsinore (the Agency ) and the City of Lake Elsinore (the City ) have by Joint Exercise of Powers Agreement dated July 25 1989 (the Agreement ) created the Authority for the purposes among other things of assisting the City and the Agency in the financing and refinancing of public capital improvements pursuant to the Marks Roos Local Bond Pooling Act of 1985 being Article 4 of the Act (commencing with Section 6584) (the Bond Law ) WHEREAS the Authority for the purpose of acquiring certain local obligation bonds and to refund certain prior obligations has determined to issue its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Authority Bonds ) pursuant to an Indenture of Trust dated as of January 1 2008 (the Indenture ) WHEREAS a portion of the proceeds of the Authority Bonds will be used to purchase local obligations of the District designated as City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Subordinate Special Tax Bonds 2008 Series in the initial principal amount of S (referred to herein as the Local Obligation Bonds ) and WHEREAS the Authority and the District desire to enter into this Purchase Contract providing for the purchase and sale of the Local Obligation Bonds and containing the other agreements herein set forth NOW THEREFORE in consideration of the mutual agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the Authority and the District agree as follows 459166251 AGENDA ITEM NO___.__ PAGE IC- oI I Upon the terms and conditions and upon the basis of the representations warranties and agreements hereinafter set forth the District hereby sells to the Authority and the Authority hereby purchases from the District all of the aggregate principal amount of the Local Obligation Bonds such Local Obligation Bonds to bear the annual interest rates and to be sold to the Authority at the purchase price set forth in Exhibit A attached hereto and hereby made a part hereof plus accrued interest if any from the date of the Local Obligation Bonds to the date of delivery of the Local Obligation Bonds to the Authority (the Closing Date ) 2 The City hereby specifies 2008 (or as soon thereafter as shall be feasible) as the Closing Date and the District hereby confirms that it reasonably expects to deliver the Local Obligation Bonds to the Authority on such date 3 The Authority agrees that Union Bank of California N A will act as Fiscal Agent for the Local Obligation Bonds under and as further provided in the Fiscal Agent Agreement dated as of January 1 2008 (the Fiscal Agent Agreement ) by and between the District and such Fiscal Agent 4 The Local Obligation Bonds shall be issued and secured under the provisions of a resolution authorizing the issuance of the Local Obligation Bonds adopted by the City Council of the City acting as the legislative body of the District on December 11 2007 ( the Resolution ) and related proceedings authorizing the issuance of the Local Obligation Bonds including without limitation the Fiscal Agent Agreement (collectively the Proceedings ) The Local Obligation Bonds and interest thereon will be payable from Special Taxes (as defined in the Fiscal Agent Agreement) Proceeds of the sale of the Local Obligation Bonds will be used by the District in accordance with the Proceedings 5 Any action under this Purchase Contract taken by the Authority including payment for and acceptance of the Local Obligation Bonds and delivery and execution of any receipt for the Bonds and any other instruments in connection with the closing on the Closing Date shall be valid and sufficient for all purposes and binding upon the Authority provided that any such action shall not impose any obligation or liability upon the Authority other than as may anse as expressly set forth in this Purchase Contract 6 It is a condition to the District s sale of the Local Obligation Bonds and the obligation of the District to deliver the Local Obligation Bonds to the Authority and to the Authority s purchase of the Local Obligation Bonds and the obligations of the Authority to accept delivery of and to pay for the Local Obligation Bonds that the entire aggregate principal amount of the Local Obligation Bonds of $ shall be delivered by the District and accepted and paid for by the Authonty on the Closing Date The Authority will pay for the Local Obligation Bonds with the proceeds of the Authority Bonds 7 The District represents and warrants to the Authority that (a) The District is an entity duly organized and validly existing under the laws of the State of California and has and on the Closing Date will have full legal right power and authority (i) to enter into this Purchase Contract (u) to adopt or enter into the Proceedings relating to the Local Obligation Bonds (iii) to issue sell and deliver the 459166251 2 AGENDA ITEM NO __�U______ PAGE 'Qa_OF... -"212S_ Local Obligation Bonds to the Authority as provided herein and in the Fiscal Agent Agreement and (iv) to carry out and consummate the transactions on its part contemplated by this Purchase Contract the Proceedings and the Fiscal Agent Agreement (b) The District has complied and will on the Closing Date be in compliance in all respects with the Proceedings (c) By official action of the City prior to or concurrently with the acceptance hereof the City has duly adopted the Resolution has duly authorized and approved the execution and delivery of and the performance by the District of the District s obligations contained in the Fiscal Agent Agreement the Local Obligation Bonds this Purchase Contract and the other Proceedings and the consummation by the District of all other transactions on its part contemplated by the Proceedings including without limitation the application of Special Taxes to the payment of the Local Obligation Bonds (d) The execution and delivery of this Purchase Contract and the Local Obligation Bonds the adoption of the Resolution and the adoption or entering into of the other Proceedings including without limitation the Fiscal Agent Agreement and compliance with the provisions of each thereof will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State of California or the United States of America or any applicable judgment decree agreement or other instrument to which the District is a party or is otherwise subject (e) There is no action suit proceeding or investigation before or by any court public board or body pending or to the knowledge of the District threatened wherein an unfavorable decision ruling or finding would (i) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (u) enjoin or restrain the issuance sale and delivery of the Local Obligation Bonds the levy and receipt of the Special Taxes or the pledge thereof under the Fiscal Agent Agreement (iii) in any way question or affect any of the rights powers duties or obligations of the District with respect to the moneys pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (iv) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds the Fiscal Agent Agreement or the other Proceedings or (v) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or any other agreement or instrument to which the District is a party relating to the Local Obligation Bonds (f) The issuance and sale of the Local Obligation Bonds is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof 45916625 1 3 AGENDA ITEM NO PAGE 1 t�3 GF-312:L (g) The District has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the District is a bond issuer whose arbitrage certifications may not be relied upon (h) Any certificate signed by any official of the District authorized to do so and delivered to the Authority shall be deemed a representation and warranty by the District to the Authority as to the statements made therein and (i) The Distnct will apply the proceeds of the Local Obligation Bonds including the investment thereof in accordance with the Fiscal Agent Agreement and the other Proceedings 8 At 8 00 a m Los Angeles Time on the Closing Date or at such other time or on such other date as is mutually agreed by the District and the Authority the District will deliver the Local Obligation Bonds to the Authority in definitive form duly executed together with the other documents hereinafter mentioned and subject to the terms and conditions hereof the Authority will accept such delivery and pay or cause to be paid the purchase price of the Local Obligation Bonds as referenced in paragraph 1 hereof by certified or bank casluer s check or wire transfer or other funds which are good funds on the Closing Date Delivery and payment as aforesaid shall be made at such place as shall have been mutually agreed upon by the District and the Authority 9 The Authority has entered into this Purchase Contract in reliance upon the representations warranties and agreements of the District contained herein and to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder both as of the date hereof and as of the Closing Date Accordingly the Authority s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Local Obligation Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date and shall also be subject to the following conditions (a) The representations and warranties of the District contained herein shall be true and correct on the date hereof and on and as of the Closing Date as if made on the Closing Date (b) On the Closing Date the Proceedings shall be in full force and effect and shall not have been amended modified or supplemented except as may have been agreed to by both the Authority and the District (c) As of the Closing Date all official action of the District relating to the Proceedings shall be in full force and effect and there shall have been taken all such actions as in the opinion of Fulbnght & Jaworski L L P ( Bond Counsel ) shall be necessary or appropriate in connection therewith with the issuance of the Local Obligation Bonds and with the transactions contemplated hereby (d) The Authority shall have the right to terminate the Authority s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Local Obligation Bonds by notifying the District of their election to do so if after the execution 45916625 1 4 AGENDA ITEM NO PAGE.JDy _OF__,303— hereof and prior to the Closing (i) the marketability of the Local Obligation Bonds or the market price thereof in the opinion of the Authority has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State of California by any ruling or regulation (final temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States the Internal Revenue Service or other governmental agency of the United States or any governmental agency of the State of California or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States or by legislation enacted by pending in or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication affecting the tax status of the District its property or income its bonds (including the Local Obligation Bonds) or the interest thereon or any tax exemption granted or authorized by the Bond Law (u) the United States shall have become engaged in hostilities which have resulted in a declaration of war or national emergency or there shall have occurred any other outbreak of hostilities or a local national or international calamity or crisis financial or otherwise the effect of such outbreak calamity or crisis being such as in the reasonable opimon of the Authority would affect materially and adversely the marketability of the Bonds (it being agreed by the Authority that there is no outbreak calamity or crisis of such a character as of the date hereof) (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States New York State or California State authorities (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to any securities of the District by a national municipal bond rating agency (v) any proposed development described in the Proceedings shall have been repudiated by the applicable developer or any litigation or proceedings shall be pending or threatened questioning the proposed development or seeking to enjoin the development thereof or the District shall have received notice from the applicable developer that it will be unable to proceed with the development as described in the Proceedings (vi) any Federal or California court authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Proceedings (e) On or prior to the Closing Date the Authority shall have received each of the following documents (1) All documents and opinions required to be received by the trustee for the Authority Bonds prior to the application of proceeds of the Authority Bonds to the purchase of the Local Obligation Bonds (2) An opinion in form and substance satisfactory to the District and the Authority dated as of the Closing Date of Bond Counsel approving without customary qualifications the validity of the Local Obligation Bonds asvtbbzs 5 AGENDA iT�tit ��� - �-_2 PAGE-AO.:�_Gf (3) A supplementary opinion dated the date of the Closing and addressed to the Authority of Bond Counsel to the effect that (1) this Purchase Contract has been duly authorized executed and delivered by and assuming due authorization execution and delivery by the Authority constitutes a legal valid and binding agreement of the District enforceable in accordance with its terms except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought and (u) the Local Obligation Bonds are not subject to the registration requirements of the Securities Act of 1933 as amended and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939 as amended (4) A certificate dated the Closing Date addressed to the Authority signed by the City Manager of the City and by the City Clerk on behalf of the District to the effect that (1) The representations and warranties of the District contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date (n) There is no action suit proceeding or investigation before or by any court public board or body pending or threatened wherein an unfavorable decision ruling or finding would (A) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (B) enjoin or restrain the issuance sale and delivery of the Local Obligation Bonds the levy or collection of the Special Taxes or any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement or the pledge thereof (C) in any way question or affect any of the rights powers duties or obligations of the District with respect to the Special Taxes or moneys and assets pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (D) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds or the Proceedings or (E) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or the other Proceedings and (iii) The District has complied with all agreements covenants and arrangements and satisfied all conditions on its part to be complied with or satisfied on or prior to the Closing Date (5) An opinion dated the date of Closing and addressed to the Authority of the City Attorney of the City as Special Counsel to the District that there is no action suit proceeding or investigation before or by any court public board or body pending or threatened wherein an unfavorable decision ruling or finding would (1) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (n) 459166251 6 fiUNL)t I rLi a d, ��p enjoin or restrain the issuance sale and delivery of the Local Obligation Bonds the receipt of any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement or the pledge thereof (in) in any way question or affect any of the rights powers duties or obligations of the District with respect to the Special Taxes or the moneys and assets pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (iv) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds or (v) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or the other Proceedings and (6) Such additional legal opinions certificates instruments and documents as the Authority may reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of the District s representations and warranties contained herein In addition to the foregoing the District shall on the Closing Date provide the Proceedings certified by authorized officers of the City on behalf of the District under its seal as true copies and as having been adopted or executed (as applicable) with only such amendments modifications or supplements as may have been agreed to by the Authority All of the opinions letters certificates instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if but only if they are in form and substance satisfactory to the Authority but the approval of the Authority shall not be unreasonably withheld Receipt of and payment for the Local Obligation Bonds shall constitute evidence of the satisfactory nature of such as to the Authority The performance of any and all obligations of the District hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in its sole discretion If the District shall be unable to satisfy the conditions to the obligations of the Authority to purchase accept delivery of and pay for the Bonds contained in this Purchase Contract or if the obligations of the Authority to purchase accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract this Purchase Contract shall terminate and neither the Authority nor the District shall be under further obligation hereunder except that the respective obligations of the District and the Authority set forth in paragraphs 11 and 12 hereof shall continue in full force and effect 10 The Authority shall be under no obligation to pay and the District shall pay the following expenses incident to the performance of the District s obligations hereunder (i) the cost of the preparation of the Local Obligation Bonds (u) the fees and disbursements of Bond Counsel and of Special Counsel to the District and (iii) the fees and disbursements of accountants advisers and of any other experts or consultants retained by the District 45916625 1 7 AGENDA ITEM u 303 PAGE OF 11 This Purchase Contract is made solely for the benefit of the District and the Authority (including their successors and assigns) and no other person shall acquire or have any right hereunder or by virtue hereof All of the District s representations warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of (i) any investigations made by or on behalf of the Authority or (u) delivery of and payment for the Bonds pursuant to this Purchase Contract The agreements contained in this paragraph and in paragraph 11 shall survive any termination of this Purchase Contract 12 This Purchase Contract shall become effective upon the execution of the acceptance hereof by the signatures of the Mayor or Mayor Pro Tem of the City and the Executive Director of the Authority and shall be valid and enforceable as of the time of such execution 13 This Purchase Contract may be executed by the parties hereto in separate counterparts each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument 14 In case any one or more of the provisions contained herein shall for any reason be held to be invalid illegal or unenforceable in any respect such invalidity illegality or unenforceabihty shall not affect any other provision hereof 15 The validity interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California applicable to contracts made and performed in such State 459166251 8 AGEIJO3 roL, PAGE bb OF _-a-23- IN WITNESS WHEREOF the Authority and the District have each caused this Purchase Contract to be executed by their duly authorized officers all as of the date first above written LAKE ELSINORE PUBLIC FINANCING AUTHORITY m Executive Director CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) I10 45916625 1 Mayor EXHIBIT A CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SUBORDINATE SPECIAL TAX BONDS 2008 SERIES PURCHASE PRICE $ plus return of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) 1997 Special Tax Refunding Bonds Series B and City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) 1997 Special Tax Refunding Bonds Series B — Panty Bonds Maturity Date Principal Interest (September 1) Amount Rate Total 459166251 AGENDA ITEM NO PAGE `IO OF 3 COMMITMENT AGREEMENT AND PURCHASE CONTRACT FOR PURCHASE AND SALE OF LOCAL OBLIGATION BONDS City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds, 2008 Series THIS COMMITMENT AGREEMENT AND PURCHASE CONTRACT (the Purchase Contract ) dated 2008 is by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY a Joint exercise of powers authority orgamzed and existing under and by virtue of the laws of the State of California (the Authority) and the CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) a community facilities district duly organized and existing under the laws of the State of California (the District ) WITNESSETH WHEREAS pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 Division 7 Title 1 of the Govemment Code of the State of California (the Act ) the Redevelopment Agency of the City of Lake Elsinore (the Agency) and the City of Lake Elsinore (the City ) have by Joint Exercise of Powers Agreement dated July 25 1989 (the Agreement ) created the Authority for the purposes among other things of assisting the City and the Agency in the financing and refinancing of public capital improvements pursuant to the Marks Roos Local Bond Pooling Act of 1985 being Article 4 of the Act (commencing with Section 65 84) (the Bond Law ) WHEREAS the Authority for the purpose of acquiring certain local obligation bonds and to refund certain prior obligations has determined to issue its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Authority Bonds ) pursuant to an Indenture of Trust dated as of January 1 2008 (the Indenture ) WHEREAS a portion of the proceeds of the Authority Bonds will be used to purchase local obligations of the District designated as City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series in the initial principal amount of $ (referred to herein as the Local Obligation Bonds ) and WHEREAS the Authority and the District desire to enter into this Purchase Contract providing for the purchase and sale of the Local Obligation Bonds and containing the other agreements herein set forth NOW THEREFORE in consideration of the mutual agreements herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the Authority and the District agree as follows 1 Upon the terms and conditions and upon the basis of the representations warranties and agreements hereinafter set forth the District hereby sells to the Authority and the 45916551 1 AGENDA ITEM NO M- PAGE—JL_OF X03 Authority hereby purchases from the District all of the aggregate principal amount of the Local Obligation Bonds such Local Obligation Bonds to bear the annual interest rates and to be sold to the Authority at the purchase price set forth in Exhibit A attached hereto and hereby made a part hereof plus accrued interest if any from the date of the Local Obligation Bonds to the date of delivery of the Local Obligation Bonds to the Authority (the Closing Date ) 2 The City hereby specifies 2008 (or as soon thereafter as shall be feasible) as the Closing Date and the District hereby confirms that it reasonably expects to deliver the Local Obligation Bonds to the Authority on such date 3 The Authority agrees that Union Bank of California, N A will act as Fiscal Agent for the Local Obligation Bonds under and as further provided in the Fiscal Agent Agreement dated as of January 1 2008 (the Fiscal Agent Agreement ) by and between the District and such Fiscal Agent 4 The Local Obligation Bonds shall be issued and secured under the provisions of a resolution authorizing the issuance of the Local Obligation Bonds adopted by the City Council of the City acting as the legislative body of the District on December 11 2007 ( the Resolution ) and related proceedings authorizing the issuance of the Local Obligation Bonds including without limitation the Fiscal Agent Agreement (collectively the Proceedings ) The Local Obligation Bonds and interest thereon will be payable from Special Taxes (as defined in the Fiscal Agent Agreement) Proceeds of the sale of the Local Obligation Bonds will be used by the District in accordance with the Proceedings 5 Any action under this Purchase Contract taken by the Authority including payment for and acceptance of the Local Obligation Bonds and delivery and execution of any receipt for the Bonds and any other instruments in connection with the closing on the Closing Date shall be valid and sufficient for all purposes and binding upon the Authority provided that any such action shall not impose any obligation or liability upon the Authority other than as may anse as expressly set forth in this Purchase Contract 6 It is a condition to the District s sale of the Local Obligation Bonds and the obligation of the District to deliver the Local Obligation Bonds to the Authority and to the Authority s purchase of the Local Obligation Bonds and the obligations of the Authority to accept delivery of and to pay for the Local Obligation Bonds that the entire aggregate principal amount of the Local Obligation Bonds of $ shall be delivered by the District and accepted and paid for by the Authority on the Closing Date The Authority will pay for the Local Obligation Bonds with the proceeds of the Authority Bonds 7 The District represents and warrants to the Authority that (a) The District is an entity duly organized and validly existing under the laws of the State of California and has and on the Closing Date will have full legal right power and authority (i) to enter into this Purchase Contract (ii) to adopt or enter into the Proceedings relating to the Local Obligation Bonds (iii) to issue sell and deliver the Local Obligation Bonds to the Authority as provided herein and in the Fiscal Agent Agreement and (iv) to carry out and consummate the transactions on its part 45916551 1 2 AGENDA ITEM NO PAGE iJ a OF_ contemplated by this Purchase Contract the Proceedings and the Fiscal Agent Agreement (b) The District has complied and will on the Closing Date be in compliance in all respects with the Proceedings (c) By official action of the City prior to or concurrently with the acceptance hereof the City has duly adopted the Resolution has duly authorized and approved the execution and delivery of and the performance by the District of the District s obligations contained in the Fiscal Agent Agreement the Local Obligation Bonds this Purchase Contract and the other Proceedings and the consummation by the District of all other transactions on its part contemplated by the Proceedings including without limitation the application of Special Taxes to the payment of the Local Obligation Bonds (d) The execution and delivery of this Purchase Contract and the Local Obligation Bonds the adoption of the Resolution and the adoption or entering into of the other Proceedings including without limitation the Fiscal Agent Agreement and compliance with the provisions of each thereof will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State of California or the United States of America or any applicable ,judgment decree agreement or other instrument to which the District is a party or is otherwise subject (e) There is no action suit proceeding or investigation before or by any court public board or body pending or to the knowledge of the District threatened wherein an unfavorable decision ruling or finding would (i) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (u) enjoin or restrain the issuance sale and delivery of the Local Obligation Bonds the levy and receipt of the Special Taxes or the pledge thereof under the Fiscal Agent Agreement (iii) in any way question or affect any of the rights powers duties or obligations of the District with respect to the moneys pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (iv) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds the Fiscal Agent Agreement or the other Proceedings or (v) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or any other agreement or instrument to which the District is a party relating to the Local Obligation Bonds (f) The issuance and sale of the Local Obligation Bonds is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof (g) The District has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the District is a bond issuer whose arbitrage certifications may not be relied upon 45916551 1 3 AGENDA ITEM N6 _J._L�— — PAGE IDF (h) Any certificate signed by any official of the District authorized to do so and delivered to the Authority shall be deemed a representation and warranty by the District to the Authority as to the statements made therein and (i) The District will apply the proceeds of the Local Obligation Bonds including the investment thereof in accordance with the Fiscal Agent Agreement and the other Proceedings 8 At 8 00 a in Los Angeles Time on the Closing Date or at such other time or on such other date as is mutually agreed by the District and the Authority the District will deliver the Local Obligation Bonds to the Authority in definitive form duly executed together with the other documents hereinafter mentioned and subject to the terms and conditions hereof the Authority will accept such delivery and pay or cause to be paid the purchase price of the Local Obligation Bonds as referenced in paragraph 1 hereof by certified or bank cashiers check or wire transfer or other funds which are good funds on the Closing Date Delivery and payment as aforesaid shall be made at such place as shall have been mutually agreed upon by the District and the Authority 9 The Authority has entered into this Purchase Contract in reliance upon the representations warranties and agreements of the District contained herein and to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder both as of the date hereof and as of the Closing Date Accordingly the Authority s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Local Obligation Bonds shall be subject to the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date and shall also be subject to the following conditions (a) The representations and warranties of the District contained herein shall be true and correct on the date hereof and on and as of the Closing Date as if made on the Closing Date (b) On the Closing Date the Proceedings shall be in full force and effect and shall not have been amended modified or supplemented except as may have been agreed to by both the Authority and the District (c) As of the Closing Date all official action of the District relating to the Proceedings shall be in full force and effect and there shall have been taken all such actions as to the opinion of Fulbnght & Jaworski L L P ( Bond Counsel ) shall be necessary or appropriate in connection therewith with the issuance of the Local Obligation Bonds and with the transactions contemplated hereby (d) The Authority shall have the right to terminate the Authority s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Local Obligation Bonds by notifying the District of their election to do so if after the execution hereof and prior to the Closing (i) the marketability of the Local Obligation Bonds or the market price thereof in the opinion of the Authority has been materially and adversely affected by any decision issued by a court of the United States (including the AGENDA lTEel P40 _____If! 459165511 4 PAGE_-A�'I LAS 5D3 ' United States Tax Court) or of the State of California by any ruling or regulation (final temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States the Internal Revenue Service or other governmental agency of the United States or any governmental agency of the State of California or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States or by legislation enacted by pending in or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication affecting the tax status of the District its property or income its bonds (including the Local Obligation Bonds) or the interest thereon or any tax exemption granted or authorized by the Bond Law (u) the United States shall have become engaged in hostilities which have resulted in a declaration of war or national emergency or there shall have occurred any other outbreak of hostilities or a local national or international calamity or crisis financial or otherwise the effect of such outbreak calamity or crisis being such as in the reasonable opinion of the Authority would affect materially and adversely the marketability of the Bonds (it being agreed by the Authority that there is no outbreak calamity or crisis of such a character as of the date hereof) (ui) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States New York State or California State authorities (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to any securities of the District by a national municipal bond rating agency (v) any proposed development described in the Proceedings shall have been repudiated by the applicable developer or any litigation or proceedings shall be pending or threatened questioning the proposed development or seeking to enjoin the development thereof or the District shall have received notice from the applicable developer that it will be unable to proceed with the development as described in the Proceedings (vi) any Federal or California court authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Proceedings (e) On or prior to the Closing Date the Authority shall have received each of the following documents (1) All documents and opinions required to be received by the trustee for the Authority Bonds prior to the application of proceeds of the Authority Bonds to the purchase of the Local Obligation Bonds (2) An opinion in form and substance satisfactory to the District and the Authority dated as of the Closing Date of Bond Counsel approving without customary qualifications the validity of the Local Obligation Bonds (3) A supplementary opinion dated the date of the Closing and addressed to the Authority of Bond Counsel to the effect that (1) this Purchase Contract has been duly authorized executed and delivered by and assuming due authorization execution and delivery by the Authority constitutes a legal valid 459165511 5 AGENDA ITEM NO PACE�j Ci� and binding agreement of the District enforceable in accordance with its terms except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought and (u) the Local Obligation Bonds are not subject to the registration requirements of the Securities Act of 1933 as amended and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939 as amended (4) A certificate dated the Closing Date addressed to the Authority signed by the City Manager of the City and by the City Clerk on behalf of the District to the effect that (i) The representations and warranties of the District contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date (u) There is no action suit proceeding or investigation before or by any court public board or body pending or threatened wherein an unfavorable decision ruling or finding would (A) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (B) enjoin or restrain the issuance sale and delivery of the Local Obligation Bonds the levy or collection of the Special Taxes or any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement or the pledge thereof (C) in any way question or affect any of the rights powers duties or obligations of the District with respect to the Special Taxes or moneys and assets pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (D) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds or the Proceedings or (E) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or the other Proceedings and (ill) The District has complied with all agreements covenants and arrangements and satisfied all conditions on its part to be complied with or satisfied on or prior to the Closing Date (5) An opinion dated the date of Closing and addressed to the Authority of the City Attorney of the City as Special Counsel to the District that there is no action suit proceeding or investigation before or by any court public board or body pending or threatened wherein an unfavorable decision ruling or finding would (1) affect the creation organization existence or powers of the District or the titles of its members and officers to their respective offices (u) enjoin or restrain the Issuance sale and delivery of the Local Obligation Bonds the receipt of any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement or the pledge thereof (iii) in any way question or affect any of the rights powers duties or obligations of the District with respect to the 45916551 1 6 AGENDA ITEM NO -_ I_ --- PAGE _1�tlF_ (7 Special Taxes or the moneys and assets pledged or to be pledged to pay the principal of premium if any or interest on the Local Obligation Bonds (iv) in any way question or affect any authority for the issuance of the Local Obligation Bonds or the validity or enforceability of the Local Obligation Bonds or (v) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract the Fiscal Agent Agreement or the other Proceedings and (6) Such additional legal opinions certificates instruments and documents as the Authority may reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of the District s representations and warranties contained herein In addition to the foregoing the District shall on the Closing Date provide the Proceedings certified by authorized officers of the City on behalf of the District under its seal as true copies and as having been adopted or executed (as applicable) with only such amendments modifications or supplements as may have been agreed to by the Authority All of the opinions letters certificates instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if but only if they are in form and substance satisfactory to the Authority but the approval of the Authority shall not be unreasonably withheld Receipt of and payment for the Local Obligation Bonds shall constitute evidence of the satisfactory nature of such as to the Authority The performance of any and all obligations of the District hereunder and the performance of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in its sole discretion If the District shall be unable to satisfy the conditions to the obligations of the Authority to purchase accept delivery of and pay for the Bonds contained in this Purchase Contract or if the obligations of the Authority to purchase accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract this Purchase Contract shall terminate and neither the Authority nor the District shall be under further obligation hereunder except that the respective obligations of the District and the Authority set forth in paragraphs 1 I and 12 hereof shall continue in full force and effect 10 The Authority shall be under no obligation to pay and the District shall pay the following expenses incident to the performance of the District s obligations hereunder (1) the cost of the preparation of the Local Obligation Bonds (ii) the fees and disbursements of Bond Counsel and of Special Counsel to the District and (u1) the fees and disbursements of accountants advisers and of any other experts or consultants retained by the District 11 This Purchase Contract is made solely for the benefit of the District and the Authority (including their successors and assigns) and no other person shall acquire or have any right hereunder or by virtue hereof All of the District s representations warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of (1) any investigations made by or on behalf of the Authority or (u) delivery of and 45916551 1 7 AGENDA 1TEf,4 Np PACE 11-7 0 3 payment for the Bonds pursuant to this Purchase Contract The agreements contained in this paragraph and in paragraph 11 shall survive any termination of this Purchase Contract 12 This Purchase Contract shall become effective upon the execution of the acceptance hereof by the signatures of the Mayor or Mayor Pro Tern of the City and the Executive Director of the Authority and shall be valid and enforceable as of the time of such execution 13 This Purchase Contract may be executed by the parties hereto in separate counterparts each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument 14 In case any one or more of the provisions contained herein shall for any reason be held to be invalid illegal or unenforceable in any respect such invalidity illegality or unenforceabilrty shall not affect any other provision hereof 15 The validity interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California applicable to contracts made and performed in such State 45916551 1 8 AGENDA ITxer i+lU PAGE���r_ IN WITNESS WHEREOF the Authority and the District have each caused this Purchase Contract to be executed by their duly authorized officers all as of the date first above written LAKE ELSINORE PUBLIC FINANCING AUTHORITY Executive Director CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) 45916551 1 Mayor AGENDA ITEM NO PAGE —t'w D EXHIBIT A CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) SPECIAL TAX BONDS 2008 SERIES PURCHASE PRICE $ plus return of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) 1997 Special Tax Refunding Bonds Series A Maturity Date Principal Interest (September 1) Amount Rate Total 45916551 1 AGENDA 11'Cfb1 B' d-fj fSVG01��� $ Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Purchase Contract 2008 Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore California 92530 Community Facilities District No 88 3 of the City of Lake Elsinore c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Ladies and Gentlemen Southwest Securities Inc (the Underwriter ) hereby offers to enter into the following agreement with the Lake Elsinore Public Financing Authority (the Authority ) and Community Facilities District No 88 3 of the City of Lake Elsinore (the District ) Upon the acceptance hereof by you this offer will be binding upon the Authority the District and the Underwriter This offer is made subject to (i) the written acceptance hereof by you and (n) withdrawal by the Underwriter upon written notice (by facsimile or otherwise) delivered to you at any time prior to the acceptance hereof by you 1 Purchase and Sale Upon the terms and conditions and upon the basis of the representations warranties and agreements set forth herein the Underwriter hereby agrees to purchase from the Authority at the Closing Time on the Closing Date (both as defined herein) and the Authority hereby agrees to sell and deliver to the Underwriter $ aggregate principal amount of its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Bonds ) The Bonds shall be dated the date of their initial delivery and shall mature on September 1 in the years shown on Exhibit A hereto shall bear interest at the rates shown on Exhibit A hereto and shall be subject to redemption and have such other terms as are provided in the Indenture of Trust dated as of January 1 2008 (the Indenture) by and between the Authority and Union Bank of California N A as trustee (the Trustee) Interest on the Bonds shall be payable each March 1 and September I to maturity or earlier redemption of the Bonds beginning September 1 2008 The purchase price for the Bonds shall be an amount equal to $ (being the aggregate principal amount thereof ($__) less an underwriter s discount of $ and less an original issue discount of $) (The date of such payment and delivery is referred to herein as the Closing Date the hour and date of such delivery and payment is referred to herein as the Closing Time and the other actions LE88 3 REF BPAd dotal /723 AGENDA ITEM NO �- PAGE-12tj_OF. 323_ contemplated hereby to take place at the time of such payment and delivery being herein sometimes called the Closing ) 2 The Bonds The Bonds shall be described in and shall be issued and secured pursuant to the provisions of the Constitution and the laws of the State of California including the provisions of the Marks Roos Local Bond Pooling Act of 1985 constituting Article 4 of Chapter 5 (commencing with Section 6584) of Division 7 of Title 1 of the Government Code of the State of California (the Bond Law ) and the Indenture authorizing the issuance of the Bonds The Bonds are being issued for the purpose of refunding the Lake Elsinore Public Financing Authority 1997 Local Agency Revenue Bonds Series F (the Prior Bonds ) and funding a reserve fund for the Bonds to acquire from the District the District Bonds (as defined in the Indenture) being issued by the District pursuant to the Fiscal Agent Agreement dated as of January 1 2008 (the Fiscal Agent Agreement ) by and between the District and Union Bank of California N A as fiscal agent (the Fiscal Agent ) and to pay the costs of issuance of the Bonds and the District Bonds The Bonds are secured by Revenues (as defined in the Indenture) consisting primarily of amounts received by the Authority from the District pursuant to the District Bonds The refunding of the Prior Bonds will be accomplished through an Escrow Agreement dated as of January 1 2008 (the Escrow Agreement ) by and between the Authority and Union Bank of California N A as escrow agent (the Escrow Agent ) The Bonds shall be payable and shall be subject to redemption as provided in the Indenture and shall be as described in the Preliminary Official Statement of the Authority dated December 2007 (the Preliminary Official Statement ) and the Official Statement of the Authority dated of even date herewith Such Official Statement including the cover page and the appendices thereto relating to the Bonds as amended to conform to the terms of this Purchase Contract and with such changes and amendments thereto as have been mutually agreed to by the Authority the District and the Underwriter are hereinafter referred to as the Official Statement This Purchase Contract the Escrow Agreement and the Indenture are referred to herein as the Authority Documents This Purchase Contract the Fiscal Agent Agreement and the Continuing Disclosure Agreement dated as of January 1 2008 (the Continuing Disclosure Agreement ) by and between the District and Union Bank of California N A as dissemination agent are referred to herein as the District Documents 3 Offering by the Underwriter It shall be a condition to the Authority s obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter s obligation to purchase to accept delivery of and to pay for the Bonds that the entire principal amount of the Bonds shall be issued sold and delivered by the Authority and purchased accepted and paid for by the Underwriter at the Closing It is understood that the Underwriter proposes to offer the Bonds for sale to the public (which may include selected dealers) at prices or yields as set forth on the cover page of the Official Statement Concessions from the public offering price may be allowed to selected dealers It is understood that the initial public offering 2 AGENDA ITEid NO 4' PAGE 01 D price and concessions set forth in the Official Statement may vary after the initial public offering It is further understood that the Bonds may be offered to the public at prices other than the par value thereof The net premium on the sale of the Bonds to the public if any shall accrue to the benefit of the Underwriter 4 Official Statement, Delivery of Other Documents, Use of Documents (a) The Authority and the District hereby authorize the use by the Underwriter of the Preliminary Official Statement and the Official Statement (including any supplements or amendments thereto) and the Indenture and the Fiscal Agent Agreement and the information therein contained in connection with the public offering and sale of the Bonds (b) The Authority shall deliver to the Underwriter within seven business days from the date hereof such number of copies of the final Official Statement executed on behalf of and approved for distribution by the Authority as the Underwriter may reasonably request in order for the Underwriter to comply with the rules of the Municipal Securities Rulemakmg Board and Rule 15c2 12(b)(4) under the Securities Exchange Act of 1934 (c) As soon as practicable following receipt thereof the Underwriter shall deliver the Official Statement and any supplements or amendments thereto to a nationally recognized municipal securities information repository 5 Representations, Warranties and Agreements of the Authority The Authority represents warrants and agrees as follows (a) The Authority is a joint exercise of powers authority duly organized and validly existing under the laws of the State of California (b) The Authority has full legal right power and authority (i) to enter into the Authority Documents (u) to sell issue and deliver the Bonds to the Underwriter as provided herein and (m) to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement (c) By all necessary official action the Authority has duly authorized and approved the Authority Documents has duly authorized and approved the Preliminary Official Statement and the Official Statement has duly authorized and approved the execution and delivery of and the performance by the Authority of the obligations in connection with the issuance of the Bonds on its part contained in the Bonds and the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds (d) To the best of its knowledge the Authority is not in any material respect in breach of or default under any applicable constitutional provision law or administrative regulation of any state or of the United States or any agency or instrumentality of either or any applicable judgment or decree or any loan agreement indenture bond note resolution agreement (including without limitation the Indenture) or other instrument to which the Authority is a party which breach or default has or may have an adverse effect on the ability of the Authority to perform its obligations under the Indenture and no event has occurred and is 3 AGENDA ITEM NO Z- PACE I °L 3 OFD —�-- continuing which with the passage of time or the giving of notice or both would constitute such a default or event of default under any such instrument and the execution and delivery of the Bonds and the Authority Documents and compliance with the provisions on the Authority s part contained therein will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision law administrative regulation judgment decree loan agreement indenture bond note resolution agreement or other instrument to which the Authority is a party nor will any such execution delivery adoption or compliance result in the creation or imposition of any lien charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law regulation or instrument except as provided by the Bonds and the Indenture (e) To the best of its knowledge all authorizations approvals licenses permits consents and orders of any governmental authority legislative body board agency or commission having jurisdiction of the matter which are required for the due authorization by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the issuance of the Bonds under the Authority Documents have been duly obtained except for such approvals consents and orders as may be required under the Blue Sky or securities laws of any state or of the United States in connection with the offering and sale of the Bonds except as described in or contemplated by the Official Statement all authorizations approvals licenses permits consents and orders of any governmental authority board agency or commission having jurisdiction of the matters which are required for the due authorization by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations under the Indenture have been duly obtained (f) [CHECK POS SECTION REFERENCES] The Bonds when issued will conform to the descriptions thereof contained in the Official Statement under the captions INTRODUCTORY STATEMENT and THE BONDS and the Authority Documents when executed and delivered will conform to the descriptions thereof contained in the Official Statement under the captions INTRODUCTORY STATEMENT THE BONDS SOURCES OF PAYMENT FOR THE BONDS and APPENDIX A — SUMMARY OF THE INDENTURE (g) The Bonds when issued authenticated and delivered in accordance with the Indenture and sold to the Underwriter as provided herein will be validly issued and outstanding obligations of the Authority entitled to the benefits of the Indenture and upon such issuance and delivery the Indenture will provide for the benefit of the owners from time to time of the Bonds the legally valid and binding pledge of and lien and security interest it purports to create (h) As of the date hereof there is no action suit proceeding inquiry or investigation notice of which has been served on the Authority at law or in equity before or by any court government agency public board or body pending or to the best knowledge of the officer of the City executing this Purchase Contract on behalf of the Authority threatened against the Authority affecting the existence of the Authority or affecting or seeking to prohibit restrain or enjoin the sale issuance or delivery of the Bonds or the pledge and lien on the 4 AGENDA ITEM NO PAGEa)±J_Df ��3 Revenues pursuant to the Indenture or contesting or affecting as to the Authority the validity or enforceability of the Bond Law the Bonds or the Authority Documents or contesting the tax exempt status of interest on the Bonds or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or contesting the powers of the Authority for the issuance of the Bonds or the execution and delivery or adoption by the Authority of the Authority Documents or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby nor to the best knowledge of the Authority is there any basis for any such action suit proceeding inquiry or investigation wherein an unfavorable decision ruling or finding would materially adversely affect the validity of the Bond Law as to the Authority or the authorization execution delivery or performance by the Authority of the Bonds or the Authority Documents (1) The Authority will furnish such information execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (x) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate (y) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds provided however that the Authority shall not be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction provided that the Underwriter shall bear all costs in connection with the Authority s action under (x) and (y) herein and (z) assure or maintain the tax exempt status of the interest on the Bonds 0) As of the date thereof the Preliminary Official Statement does not except for the omission of certain information permitted to be omitted in accordance with Rule 15c2 12 contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein with respect to the Authority in light of the circumstances under which they were made not misleading (k) At the time of the Authority s acceptance hereof and (unless an event occurs of the nature described in paragraph (m) of this Section 5) at all times subsequent thereto up to and including the date of the Closing the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading provided however that these representations and warranties of the Authority shall apply only to the information contained in the Official Statement relating to the Authority (1) If the Official Statement is supplemented or amended pursuant to paragraph (m) of this Section 5 at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date of the Closing the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading provided however that these representations and warranties of the Authority shall apply only to the information contained in the Official Statement relating to the Authority 5 AGENDA ITEM NO 1 �Y PAGE y01Y OF��3 (m) If between the date of this Purchase Contract and that date which is 25 days after the end of the underwriting period (as determined in accordance with Section 14 hereof) any event known to the Authority shall occur affecting the Authority which might adversely affect the marketability of the Bonds or the market prices thereof or which might cause the Official Statement as then supplemented or amended to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading the Authority shall notify the Underwriter thereof and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement the Authority will at its expense prepare and furnish to the Underwriter a reasonable number of copies of such supplement to or amendment of the Official Statement in a form and in a manner approved by the Underwriter (n) The Authority will refrain from taking any action or permitting any action to be taken with regard to which the Authority may exercise control that results in the loss of the tax exempt status of the interest on the Bonds (o) Any certificate signed by any officer of the City on behalf of the Authority and delivered to the Underwriter pursuant to the Indenture this Purchase Contract or any document contemplated thereby shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein (p) The Authority will cause the proceeds from the sale of the Bonds to be paid to the Trustee for the purposes specified in the Indenture and the Official Statement So long as any of the Bonds are outstanding and except as may be authorized by the Indenture the Authority will not issue or sell any bonds or other obligations other than the Bonds sold thereby the interest on and premium if any or principal of which will be payable from the payments to be made under the Indenture (q) The Authority shall honor all other covenants on its part contained in the Indenture which are incorporated herein and made a part of this Purchase Contract 6 Representations, Warranties and Agreements of the District The District represents warrants and agrees as follows (a) The District is a community facilities district duly organized and validly existing under the laws of the State of California (b) The District has full legal right power and authority (1) to enter into the District Documents and (u) to carry out and consummate the transactions on its part contemplated by the District Documents and the Official Statement (c) By all necessary official action the District has duly authorized and approved the District Documents has duly authorized and approved the Preliminary Official Statement and the Official Statement has duly authorized and approved the execution and delivery of and the performance by the District of the obligations in connection with the Issuance of the Bonds on its part contained in the Bonds and the District Documents and the 6 AGENDA ITEM NO —`U— PAGE �A OF consummation by it of all other transactions contemplated by the District Documents in connection with the issuance of the District Bonds (d) To the best of its knowledge the District is not in any material respect in breach of or default under any applicable constitutional provision law or administrative regulation of any state or of the United States or any agency or instrumentality of either or any applicable judgment or decree or any loan agreement indenture bond note resolution agreement (including without limitation the Fiscal Agent Agreement) or other instrument to which the District is a party which breach or default has or may have an adverse effect on the ability of the District to perform its obligations under the Fiscal Agent Agreement and no event has occurred and is continuing which with the passage of time or the giving of notice or both would constitute such a default or event of default under any such instrument and the execution and delivery of the Bonds and the District Documents and compliance with the provisions on the District s part contained therein will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision law administrative regulation judgment decree loan agreement indenture bond note resolution agreement or other instrument to which the District is a party nor will any such execution delivery adoption or compliance result in the creation or imposition of any lien charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law regulation or instrument except as provided by the District Documents (e) To the best of its knowledge all authorizations approvals licenses permits consents and orders of any governmental authority legislative body board agency or commission having jurisdiction of the matter which are required for the due authorization by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the District of its obligations in connection with the issuance of the District Bonds under the District Documents have been duly obtained except for such approvals consents and orders as may be required under the Blue Sky or securities laws of any state or of the United States in connection with the offering and sale of the Bonds or the District Bonds except as described in or contemplated by the Official Statement all authorizations approvals licenses permits consents and orders of any governmental authority board agency or commission having jurisdiction of the matters which are required for the due authorization by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the District of its obligations under the District Documents have been duly obtained (f) [CHECK POS SECTION REFERENCES] The District Bonds when issued will conform to the descriptions thereof contained in the Official Statement under the captions INTRODUCTORY STATEMENT and THE BONDS and the District Documents when executed and delivered will conform to the descriptions thereof contained in the Official Statement under the captions INTRODUCTORY STATEMENT THE BONDS SOURCES OF PAYMENT FOR THE BONDS and APPENDIX B — SUMMARY OF THE FISCAL AGENT AGREEMENT (g) The District Bonds when issued authenticated and delivered in accordance with the Fiscal Agent Agreement and sold to the Authority as provided in the AGENDA ITEM No _� 1 PAGE of D3 Commitment Agreement and Purchase Contract for Purchase and Sale of Local Obligation Bonds dated as of January 2008 by and between the Authority and the District (the Local Obligation Purchase Contract ) will be the validly issued and outstanding obligation of the District entitled to the benefits of the Fiscal Agent Agreement and upon such issuance and delivery the Fiscal Agent Agreement will provide for the benefit of the owners from time to time of the District Bonds the legally valid and binding pledge of and hen and security interest it purports to create (h) As of the date hereof there is no action suit proceeding inquiry or investigation notice of which has been served on the District at law or in equity before or by any court government agency public board or body pending or to the best knowledge of the officer of the City executing this Purchase Contract on behalf of the District threatened against the District affecting the existence of the District or affecting or seeking to prohibit restrain or enjoin the sale issuance or delivery of the Bonds or the District Bonds or the pledge and lien on the Revenues pursuant to the Indenture or the pledge and hen on the Special Tax Revenues pursuant to the Fiscal Agent Agreement or contesting or affecting as to the District the validity or enforceability of the Bond Law the Bonds the District Bonds or the District Documents or contesting the tax exempt status of interest on the Bonds or the District Bonds or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or contesting the powers of the District for the issuance of the District Bonds or the execution and delivery or adoption by the District of the District Documents or in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby nor to the best knowledge of the District is there any basis for any such action suit proceeding inquiry or investigation wherein an unfavorable decision ruling or finding would materially adversely affect the validity of the Bond Law as to the District or the authorization execution delivery or performance by the District of the Bonds the District Bonds or the District Documents (i) [RESERVED] 0) As of the date thereof the Preliminary Official Statement does not except for the omission of certain information permitted to be omitted in accordance with Rule 15c2 12 contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein with respect to the District in light of the circumstances under which they were made not misleading (k) At the time of the District s acceptance hereof and (unless an event occurs of the nature described in paragraph (m) of this Section 6) at all times subsequent thereto up to and including the date of the Closing the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading provided however that these representations and warranties of the District shall apply only to the information contained in the Official Statement relating to the District (1) If the Official Statement is supplemented or amended pursuant to paragraph (m) of this Section 6 at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date of the Closing the Official Statement as so 8 AGENDA ITEM NO - PAGE�g 0E--�� supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading provided however that these representations and warranties of the District shall apply only to the information contained in the Official Statement relating to the District (m) If between the date of this Purchase Contract and that date which is 25 days after the end of the underwriting period (as determined in accordance with Section 14 hereof) any event known to the District shall occur affecting the District which might adversely affect the marketability of the Bonds or the market prices thereof or which might cause the Official Statement as then supplemented or amended to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading the District shall notify the Underwriter thereof and if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement the District will at its expense prepare and furnish to the Underwriter a reasonable number of copies of such supplement to or amendment of the Official Statement in a form and in a manner approved by the Underwriter (n) The District will refrain from taking any action or permitting any action to be taken with regard to which the District may exercise control that results in the loss of the tax exempt status of the interest on the Bonds or the District Bonds (o) Any certificate signed by any officer of the City on behalf of the District and delivered to the Underwriter pursuant to the Fiscal Agent Agreement this Purchase Contract the Local Obligation Purchase Contract or any document contemplated thereby shall be deemed a representation and warranty by the District to the Underwriter as to the statements made therein (p) The District shall honor all other covenants on its part contained in the Fiscal Agent Agreement which are incorporated herein and made a part of this Purchase Contract (q) At or prior to the Closing the District shall have duly authorized executed and delivered the Continuing Disclosure Agreement which shall comply with the provisions of Rule 15c2 12(b)(5) and shall be substantially in the form appended to the Official Statement as Appendix F thereto 7 Closing At 8 00 a m California time on January 2008 or on such earlier date or as soon thereafter as practicable as may be mutually agreed upon by the Authority the District and the Underwriter the Authority will subject to the terms and conditions hereof cause the Trustee to deliver to the Underwriter the Bonds in definitive form duly authenticated by the Trustee together with the other documents hereinafter mentioned and the Underwriter will accept such delivery and will pay the purchase price of the Bonds at the offices of Fulbnght & Jaworski L L P Los Angeles California as set forth in Section 1 hereof by delivering federal or other immediately available funds in the amount of such purchase price 9 ACE140A ITEM NO _ _ `K-- pAOE A,)\ Ui-_ c� to the Trustee The Bonds shall be prepared in fully registered form without coupons in authorized denominations and registered in the name of the Underwriter 8 Closing Conditions The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the District contained herein and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority and the District of their respective obligations hereunder both as of the date hereof and as of the date of the Closing Accordingly the Underwriter s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority and the District of their obligations to be performed hereunder and under such documents and instruments at or prior to the Closing and shall also be subject to the following additional conditions (a) The representations and warranties of the Authority and the District contained herein shall be true complete and correct on the date hereof and on and as of the date of the Closing as if made on the date of the Closing (b) At the time of the Closing the Indenture and the Fiscal Agent Agreement shall be in full force and effect in accordance with its terns and shall not have been amended modified or supplemented and the Official Statement shall not have been supplemented or amended except in any such case as may have been agreed to by the Underwriter (c) At the time of the Closing all necessary official action of the Authority and the District and of the other parties thereto relating to the Authority Documents and the District Documents shall have been taken and shall be in full force and effect and shall not have been amended modified or supplemented in any material respect (d) Subsequent to the date hereof there shall not have occurred any change in or affecting particularly the Authority the District the Bonds or the District Bonds as the foregoing matters are described in the Official Statement which in the reasonable opinion of the Underwriter materially impairs the investment quality of the Bonds (e) At or prior to the Closing the Underwriter shall have received copies of each of the following documents (1) The Official Statement and each supplement or amendment if any thereto executed by the Executive Director of the Authority (2) A copy of the Indenture executed by the Authority and the Trustee (3) A copy of the Fiscal Agent Agreement executed by the District and the Fiscal Agent (4) A copy of the Escrow Agreement executed by the Authority and the Escrow Agent 10 AGENDA ITEM NO__ � xY PACE OF��� (5) A copy of this Purchase Contract executed by the Authority the District and the Underwriter (6) A copy of the Local Obligation Purchase Contract executed by the Authority and the District (7) Certificates of the Authority and the District respectively with respect to the matters described in Sections 5 and 6 and to paragraphs (a) (b) (c) and (d) of this Section 8 (8) Certificate of the Authority with respect to the finality of the Preliminary Official Statement in form and substance satisfactory to Disclosure Counsel (9) Certificate of the District with respect to the finality of the Preliminary Official Statement in form and substance satisfactory to Disclosure Counsel (10) Arbitrage certifications in a form satisfactory to Bond Counsel (11) Satisfactory evidence that the Bonds have received a rating of AAA from Standard & Poor s and Aaa from Moody s Investors Service and that such ratings shall not have been lowered or withdrawn prior to closing (12) An executed copy of the municipal bond insurance policy duly executed and delivered by the bond insurer (13) An executed copy of the reserve fund surety bond duly executed and delivered by the bond insurer (14) An opinion (the Final Approving Legal Opinion ) dated the date of the Closing and addressed to the District of Fulbnght & Jaworski L L P Bond Counsel for the Authority substantially in the form set forth in Appendix G to the Official Statement (15) A supplemental opinion dated the date of the Closing and addressed to the Underwriter of Fulbnght & Jaworski L L P Bond Counsel for the Authority to substantially the form attached hereto as Exhibit B (16) An opinion dated the date of the Closing and addressed to the Underwriter of the City Attorney of the City as Special Counsel for the District and the Authority in substantially the form attached hereto as Exhibit C (17) An opinion of counsel to the Bond Insurer in form and substance satisfactory to the Underwriter and Bond Counsel (18) Reliance letters dated the date of the Closing and addressed to the Underwriter and the Fiscal Agent respectively of Fulbnght & Jaworski L L P Bond Counsel for the Authority regarding the final approving opinion 11 PAGE 1,.) 1 — %k _50 ' (19) An opinion dated the date of the Closing and addressed to the Underwriter the Authority and the District of Fulbnght & Jaworski L L P Los Angeles California Disclosure Counsel in substantially the form attached hereto as Exhibit D (20) Transcripts of all proceedings relating to the authorization and issuance of the Bonds certified by the Secretary or an Assistant Secretary of the Authority (21) An opinion of counsel to the Trustee the Fiscal Agent and the Escrow Agent to the effect that (1) Due Organization and Existence — the Trustee the Fiscal Agent and the Escrow Agent have been duly organized and are validly existing and in good standing with full corporate power to undertake the trust duties and obligations under the Indenture the Fiscal Agent Agreement and the Escrow Agreement (u) Corporate Action — the Trustee the Fiscal Agent and the Escrow Agent have duly authorized executed and delivered the Indenture the Fiscal Agent Agreement and the Escrow Agreement and by all proper corporate action have authorized the acceptance of the duties and obligations of the Trustee the Fiscal Agent and the Escrow Agent under the Indenture the Fiscal Agent Agreement and the Escrow Agreement respectively and to authorize in such capacity the authentication and delivery of the Bonds and the District Bonds (iii) Due Authorization, Execution and Delivery — assuming due authorization execution and delivery by the Authority and the District the Indenture the Fiscal Agent Agreement and the Escrow Agreement are the valid legal and binding agreements of the Trustee the Fiscal Agent and the Escrow Agent respectively enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy insolvency reorganization or other similar laws affecting the enforcement of creditors rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iv) Consents — exclusive of federal or state securities laws and regulations to the best of such counsel s knowledge after reasonable inquiry and investigation other than routine filings required to be made with governmental agencies in order to preserve the Trustee the Fiscal Agent and the Escrow Agent s authority to perform a trust business (all of which routine filings such counsel believes after reasonable inquiry and investigation to have been made) no consent approval authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee the Fiscal Agent or the Escrow Agent is or will be required for the execution by the Trustee the Fiscal Agent or the Escrow Agent of the Indenture the Fiscal Agent Agreement or the Escrow Agreement or the authentication and delivery of the Bonds or the District Bonds 12 AGENDA ITEM NO M- PAGE_12,,�—DF (22) The general resolutions of the Trustee the Fiscal Agent and the Escrow Agent authorizing the execution and delivery of certain documents by certain officers of the Trustee the Fiscal Agent and the Escrow Agent which resolutions authorize the execution and delivery of the Indenture the Fiscal Agent Agreement and the Escrow Agreement (23) A certificate of the Trustee the Fiscal Agent and the Escrow Agent dated the date of Closing certifying that subject to the limitations provided herein the Trustee the Fiscal Agent and the Escrow Agent represent and warrant and agree with the Underwriter that as of the date of Closing (i) Due Organization and Existence — the Trustee the Fiscal Agent and the Escrow Agent are duly organized and existing as national banking associations in good standing under the laws of the Umted States of America having the full power and authority to enter into and perform their duties under the Indenture the Fiscal Agent Agreement and the Escrow Agreement respectively and to authenticate and deliver the Bonds and the District Bonds to the Underwriter pursuant to the terns of the Indenture the Fiscal Agent Agreement and the Escrow Agreement respectively (u) No Conflict — to the best of the knowledge of the Trustee the Fiscal Agent and the Escrow Agent after due investigation the execution and delivery by the Trustee of the Indenture by the Fiscal Agent of the Fiscal Agent Agreement and by the Escrow Agent of the Escrow Agreement and the authentication and delivery by the Trustee and the Fiscal Agent of the Bonds and the District Bonds respectively and compliance with the terms thereof will not in any material respect conflict with or result in a violation or breach of or constitute a default under any loan agreement indenture bond note resolution or any other agreement or instrument to which the Trustee the Fiscal Agent or the Escrow Agent is a party or by which it is bound or any law or any rule regulation order or decree of any court or governmental agency or body having jurisdiction over the Trustee the Fiscal Agent or the Escrow Agent or any of its activities or properties or result in the creation or imposition of any lien charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Trustee the Fiscal Agent or the Escrow Agent and (iii) No Litigation — to the best of the knowledge of the Trustee the Fiscal Agent and the Escrow Agent no litigation has been served upon the Trustee the Fiscal Agent or the Escrow Agent to restrain or enjoin the Trustee s the Fiscal Agent s or the Escrow Agent s participation in or in any way contesting the powers of the Trustee the Fiscal Agent or the Escrow Agent with respect to the transactions contemplated by the Indenture the Fiscal Agent Agreement or the Escrow Agreement respectively (24) Executed copies of the Continuing Disclosure Agreement by and between the District and Union Bank of California N A as dissemination agent substantially in the form presented in Appendix F to the Official Statement 13 AGEPMA JT[1kl NI) _ _ PAGE �3 qA�,5 (25) A certificate dated the Closing Date signed by an authorized principal of Hams Realty Appraisal (the Appraiser ) in a form satisfactory to the Underwriter and its counsel to the effect that (i) the individual signing the certificate is an authorized representative of the Appraiser and as such is familiar with the facts certified and is authorized and qualified to certify the same (n) in the opinion of the Appraiser the assumptions made in the [mass appraisal report with respect to Community Facilities District No 88 3 of the City of Lake Elsinore dated 2007 (the Appraisal ) are reasonable (iii) that the Appraiser is not aware of any event or act which has occurred since the date of the Appraisal which m its opimon would matenally and adversely affect the conclusion as to the appraised value reached in the Appraisal (iv) the Appraiser consents to the reproduction of the Appraisal as Appendix C to the Official Statement and to the references to the Appraiser and the Appraisal made in the Official Statement (v) that the Official Statement has been reviewed on behalf of the Appraiser and to the best knowledge of the Appraiser the statements concerning the Appraisal and the value of the property contained under the caption THE DISTRICT — The Appraisal are true correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading and (vi) the District and the Underwriter are entitled to rely on the Certificate (26) A copy of the Appraisal (27) A verification report from a fine of accountants with recognized expertise to such matters as to the sufficiency of the moneys and Federal Securities deposited under the Escrow Agreement to prepay the Prior Bonds in full (28) A certificate from Hams & Associates ( Special Tax Consultant ) to the effect that (1) the Special Tax if applied in accordance with the terms as set forth in the rate and method of apportion of special taxes with respect of the District (the RMA ) after deducting Administrative Expenses will annually yield sufficient revenue to make timely payments of debt service on the District Bonds provided that information and other data supplied by the District by the Appraiser by the Underwriter or by any of their agents which has been relied upon by the Special Tax Consultant is true and correct (n) the Special Tax if collected in the maximum amounts permitted pursuant to the RMA on the Closing Date would generate at least 110% of the maximum debt service payable with respect to the District Bonds payable from such Special Tax during each fiscal year based on a debt service schedule supplied by Southwest Securities Inc (in) the debt service with respect to the District Bonds if paid in accordance with their terms will be sufficient to pay debt service payable with respect to the Bonds (iv) the information supplied by such firm for use in the sections of the Official Statement captioned APPENDIX E — RATE AND METHOD OF APPORTIONMENT is true and correct as of the date of the Official Statement and as of the Closing Date and (v) the description of the Special Tax Formula contained in the section of the Official Statement captioned SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE — RATE AND METHOD OF APPORTION' is correctly presented in all material respects and 14 AGENDA iTIP01%0 1� PAGE �.OF (29) Such additional legal opinions certificates instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy as of the date hereof and as of the date of the Closing of the Authority s and the District s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority and the District on or prior to the date of the Closing of all the agreements then to be performed and conditions then to be satisfied by it All the opinions letters certificates instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if but only if they are in form and substance satisfactory to Bond Counsel and the Underwriter The opinions and other documents presented as exhibits to this Purchase Contract or as Appendices to the Official Statement shall be deemed satisfactory provided they are substantially in the forms attached as exhibits to this Purchase Contract or as Appendices to the Official Statement If the Authority and the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase to accept delivery of and to pay for the Bonds contained in this Purchase Contract or if the obligations of the Underwriter to purchase to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder 9 Termination The Underwriter shall have the right to terminate the Underwriter s obligations under this Purchase Contract to purchase to accept delivery of and to pay for the Bonds by notifying the Authority and the District in writing or by telegram of their election to do so if after the execution hereof and prior to the Closing (a) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency (b) there shall have occurred the declaration of a general banking moratorium by any authority of the United States or the States of New York or California (c) an event shall have occurred or been discovered as described in paragraph (m) of Section 5 or paragraph (m) of Section 6 hereof which in the opinion of the Underwriter requires the preparation and publication of disclosure material or a supplement or amendment to the Official Statement (d) any legislation ordinance rule or regulation shall be introduced in or be enacted by any governmental body department or agency in the State of California or a decision by any court of competent jurisdiction within the State of California shall be rendered which in the Underwriter s reasonable opinion materially adversely affects the market price of the Bonds (e) legislation shall be introduced by amendment or otherwise or be enacted by the House of Representatives or the Senate of the Congress of the United States or a decision by a court of the United States shall be rendered or a stop order ruling regulation or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed to the effect that the issuance offering or sale of obligations of the general character of the Bonds or the Bonds as contemplated hereby or by the Official Statement is or would be in violation of any provision of the Securities Act of 1933 as amended and as then in effect or the Securities Exchange Act of 1934 as amended and as then in effect or the Trust Indenture Act of 1939 as amended and as then in effect or with the purpose or effect of otherwise prohibiting the issuance offering or sale t�lt�icl�vF3.z��" i 1�--- 15 of obligations of the general character of the Bonds or the Bonds as contemplated hereby or by the Official Statement (f) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange (g) the New York Stock Exchange or other national securities exchange or association or any governmental authority shall impose as to the Bonds or obligations of the general character of the Bonds any material restrictions not now in force or increase materially those now in force with respect to the extension of credit by or the charge to the net capital requirements of broker dealers (h) trading in securities on the New York Stock Exchange or the American Stock Exchange shall have been suspended or limited or mimmum prices have been established on either such exchange or (i) any action shall have been taken by any government in respect of its monetary affairs which in the reasonable opinion of the Underwriter has a material adverse effect on the United States securities market If this Purchase Contract shall be terminated pursuant to Section 8 or this Section 9 or if the purchase provided for herein is not consummated because any condition to the Underwriter s obligation hereunder is not satisfied or because of any refusal inability or failure on the part of the Authority or the District to comply with any of the terms or to fulfill any of the conditions of this Purchase Contract or if for any reason the Authority or the District shall be unable to perform all of its obligations under this Purchase Contract neither the Authority nor the District shall be liable to the Underwriter for damages on account of loss of anticipated profits ansing out of the transactions covered by this Purchase Contract 10 Payment of Costs and Expenses (a) All costs and expenses incident to the sale and delivery of the Bonds to the Underwriter including but not limited to (1) the fees and expenses of the Authority and its Counsel the Financing Consultant Disclosure Counsel and other consultants (ii) the fees and expenses of the District its Counsel the Financing Consultant Disclosure Counsel and other consultants (in) the fees and expenses of Bond Counsel (iv) all costs and expenses incurred in connection with the preparation and printing of the Bonds and the District Bonds (v) all expenses in connection with the preparation printing distribution and delivery of the Preliminary Official Statement the Official Statement and any amendment or supplement thereto (vi) California Municipal Statistics fees CUSIP® Bureau charges fees of Public Securities Association and California Public Securities Association MSRB fees California Debt and Investment Advisory Commission fees (vii) the fees and expenses of the Trustee and Fiscal Agent and its counsel and all other fees and expenses of the Underwriter except as provided in paragraph (b) below shall be payable by the Authority from the proceeds of the Bonds (b) The Underwriter shall pay all advertising expenses in connection with the public offering of the Bonds and all other expenses incurred by it in connection with its public offering and distribution of the Bonds 11 Representations, Warranties and Agreements to Survive Delivery The representations warranties indemnities agreements and other statements of the Authority the District and the Underwriter or their officers or partners set forth in or made pursuant to this Purchase Contract will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Authority the District or the Underwriter or any controlling person and will survive delivery of and payment for the Bonds 16 AGENDA ITEM! NO PAGEJ3_(p _OF � 12 Notices Any notice or other communication to be given under this Purchase Contract may be given by delivering the same in writing To the Authority Lake Elsinore Public Financing Authority c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Attention City Manager To the District Community Facilities District No 88 3 of the City of Lake Elsinore c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Attention City Manager To the Underwriter Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 Attention Tony Wetherbee 13 Parties in Interest This Purchase Contract is made solely for the benefit of the Authority the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof All of the Authority s and the District s representations warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of (i) any investigations made by or on behalf of the Underwriter (n) delivery of and payment for the Bonds pursuant to this Purchase Contract and (iii) any termination of this Purchase Contract 14 Determination of End of the Underwriting Period For purposes of this Purchase Contract the End of the Underwriting Period for the Bonds shall mean the earlier of (a) the day of the Closing unless the Authority and the District have been notified in writing by the Underwriter on or prior to the day of the Closing that the end of the underwriting period for the Bonds for all purposes of Rule 15c2 12 of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934 (the Rule ) will not occur on the day of the Closing or (b) the date on which notice is given to the Authority and the District by the Underwriter in accordance with the following sentence In the event that the Underwriter has given notice to the Authority and the District pursuant to clause (a) above that the end of the underwriting period for the Bonds will not occur on the day of the Closing the Underwriter agrees to notify the Authority and the District in writing as soon as practicable following the end of the underwriting period for the Bonds for all purposes of the Rule 15 Effectiveness This Purchase Contract shall become effective upon the execution of the acceptance by the designees of the Authority and the District and shall be valid and enforceable at the time of such acceptance 17 AGENDA 11 EW NO !_. I � ____ PACE_% S-7 s �:_'-2>03 16 Headings The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof 17 Governing Law This Purchase Contract shall be construed in accordance with the laws of the State of California counterparts 18 Counterparts This Purchase Contract may be executed in any number of 18 AGENDA ITEM No PAGE�U OF 2� If the foregoing is in accordance with your understanding of the Purchase Contract please sign and return to us the enclosed duplicate copies hereof whereupon it will become a binding agreement between the District and the Underwriter in accordance with its terms Accepted This day of 2008 LAKE ELSINORE PUBLIC FINANCING AUTHORITY SA Executive Director COMMUNITY FACILITIES DISTRICT NO 88 3 OF THE CITY OF LAKE ELSINORE EMI City Manager Very truly yours SOUTHWEST SECURITIES, INC Title AGENGA1rtrj€s- _ J(P 19 PAGE l ,�u1--.3 Exhibit A Lake Elsinore Public Financing Authority Local Agency Revenue Bonds 2008 Series A Maturity Date Principal (September 1) Amount Coupon Yield AGENDA ITE r NO _� A 1 PAGEoE�� Exhibit B Supplemental Opinion of Fulbnght & Jaworski L L P Addressed to the Underwriter Lake Elsinore Public Financing Authority Local Agency Revenue Bonds 2008 Series A [Closing Date] Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 Ladies and Gentlemen This letter is addressed to you as the Underwriter pursuant to Section 8(e)(9) of the Purchase Contract dated 2008 (the Purchase Contract ) by and among you the Lake Elsinore Public Financing Authority (the Authority) and the Community Facilities District No 88 3 of the City of Lake Elsinore (the District ) providing for the purchase of $ aggregate principal amount of Lake Elsinore Public Financing Authority Local Agency Revenue Bonds 2008 Series A (the Authority Bonds ) The Authority Bonds are being issued pursuant to the Indenture of Trust dated as of January 1 2008 between the Authority and Union Bank of California N A (the Trustee ) Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture of Trust or if not defined in the Indenture of Trust in the Purchase Contract In addition to the opinions set forth in our final legal opinion concerning the validity of the Authority Bonds and certain other matters dated the date hereof and addressed to the Authority (but which may be relied upon by you to the same extent as if such opinion were addressed to you) and based on and subject to the matters referred to in the second through fourth paragraphs of said final legal opinion (but excluding the last sentence of the fourth paragraph thereof) (which are hereby incorporated herein by reference) and in reliance thereon as of the date hereof we are of the following opinions or have reached the following conclusions B 1 AGENDA i7Et i NO _ L PAGE_�_`GF 1 The Authority Bonds are not subject to the registration requirements of the Securities Act of 1933 as amended and the Indenture of Trust is exempt from qualification pursuant to the Trust Indenture Act of 1939 as amended 2 The Purchase Contract has been duly executed and delivered by the Authority and the District and (assuming due authorization execution and delivery by and validity against the Underwriter) is a valid and binding agreement of the Authority and the District We call attention to the fact that the rights and obligations under the Purchase Contract may be subject to bankruptcy insolvency reorganization arrangement fraudulent conveyance moratorium and other laws relating to or affecting creditors rights to the application of equitable principles and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against entities formed pursuant to Government Code Section 6500 and following in the State of California We express no opinion with respect to any indemnification contribution choice of law choke of forum or waiver provisions contained therein 3 The statements contained in the Official Statement dated 2008 with respect to the Authority Bonds on the cover of the Official Statement and under the captions [CHECK POS SECTION REFERENCES] INTRODUCTORY STATEMENT THE BONDS SOURCES OF PAYMENT FOR THE BONDS LEGAL MATTERS — Tax Matters APPENDIX A — SUMMARY OF THE INDENTURE and APPENDIX B — SUMMARY OF THE FISCAL AGENT AGREEMENT insofar as such statements expressly summarize certain provisions of the Indenture the Fiscal Agent Agreement the Authority Bonds and our opinion concerning certain federal tax matters relating to the Authority Bonds are accurate in all material respects This letter is fmushed by us as bond counsel to the Authority No attorney client relationship has existed or exists between our firm and you in connection with the Authority Bonds or by virtue of this letter Our engagement with respect to the Authority Bonds has terminated as of the date hereof and we disclaim any obligation to update this letter This letter is delivered to you as Underwriter is solely for your benefit as such Underwriter and is not to be used circulated quoted or otherwise referred to or relied upon for any other purpose or by any other person This letter is not intended to be relied upon by owners of the Authority Bonds The foregoing represent our interpretation of applicable law to the facts as described herein We bring to your attention the fact that our conclusions are an expression of professional judgment and are not a guarantee of a result Respectfully submitted B 2 AGENDA ITCH N9 _ f PAGEJ-�z- DF , p3 Exhibit C Opinion of Leibold McClendon & Mann P C Special Counsel to the Authority and the District and addressed to the Underwriter S Lake Elsinore Public Financing Authority Local Agency Revenue Bonds 2008 Series A [Closing Date] Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore California 92530 Community Facilities District No 88 3 of the City of Lake Elsinore c/o City of Lake Elsinore Lake Elsinore California 92530 Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 Ladies and Gentlemen We are acting as counsel for the Lake Elsinore Public Financing Authority (the Authority ) the Community Facilities District No 88 3 of the City of Lake Elsinore (the District ) and the City of Lake Elsinore (the City ) and have acted as counsel to the Authority the District and the City in connection with the matters referred to herein As such counsel we have examined and are familiar with (1) documents relating to the existence organization and operation of the Authority the District and the City provided to us by the Authority the District and the City (n) certifications by officers of the Authority the District and the City and (in) all necessary documentation of the Authority the District and the City relating to the authorization execution and delivery of the Indenture of Trust (the Authority Indenture ) dated as of January 1 2008 by and between the Authority and Union Bank of California N A (the Trustee ) Terms used herein and not otherwise defined have the respective meanings set forth to the Purchase Contract dated 2008 by and among Southwest Securities Inc the Authority and the District Based upon the foregoing and such examination of law and such other information papers and documents as we deem necessary or advisable to enable us to render this opinion including the Constitution and laws of the State of California together with the C 1 AGENDA ITEh9 NO _ PAGE_GF3 resolutions ordinances and public proceedings of the Authority and the District we are of the following opinions (1) The Authority is duly organized and existing under the laws of the State of California (2) The District is duly organized and existing under the laws of the State of California (3) The City is duly organized and existing under the laws of the State of California (4) To the best of our knowledge the Resolution of the Authority authorizing the Indenture the Purchase Contract and the Local Obligation Purchase Contract were duly adopted at meetings of the Authority which were duly called and held (5) To the best of our knowledge the Resolutions of the City Council acting on behalf of the District relating to formation of the District the levy of the Special Tax in the District and authorizing the Fiscal Agent Agreement and the Local Obligation Purchase Contract were duly adopted at meetings of the City Council which were duly called and held (6) To the best of our knowledge the Ordinance of the City authorizing the levy of the Special Tax in the District was duly read and adopted at a meeting of the City Council which was duly called and held (7) To the best of our knowledge the statements and information contained in the Official Statement in the section entitled LEGAL MATTERS — Absence of Litigation as of the date thereof and as of the date hereof does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading (8) To the best of our knowledge there is no action suit proceeding inquiry or investigation at law or in equity before or by any court governmental agency public board or body pending or threatened against the Authority the District or the City wherein an unfavorable decision ruling or finding would (1) affect the creation organization existence or powers of the Authority the District or the City or the title of their respective members and officers to their respective offices (u) enjoin or restrain the issuance sale or delivery of the Authority Bonds or the District Bonds the receipt of any other moneys or property pledged or to be pledged under the Indenture the Fiscal Agent Agreement or the pledge thereof (iii) in any way question or affect any of the rights powers duties or obligations of the Authority under the Indenture or of the District under the Fiscal Agent Agreement or with respect to the Special Taxes in the District or the moneys and assets pledged or to be pledged to pay the principal of premium if any or interest on the Bonds or the District Bonds (iv) in any way questioning or affecting any authority for the issuance of the Bonds the District Bonds or the validity or C 2 AGENVAa ,- -i r �4" PACE 14y U1 enforceability of the Bonds or the District Bonds or (v) in any way questioning or affecting the Purchase Contract or the Local Obligation Purchase Contract or the transactions contemplated by the Purchase Contract the Local Obligation Purchase Contract the Indenture or the Fiscal Agent Agreement (9) The execution and delivery of the Authority Documents and the other instruments contemplated by any of such documents to which the Authority is a party and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California the United States or any department division agency or instrumentality of either thereof or any applicable court or administrative decree or order or any loan agreement note resolution indenture contract agreement or other instrument to which the Authority is a party or is otherwise subject or bound in a manner which would materially adversely affect the Authority s performance under the Authority Documents (10) The execution and delivery of the District Documents and the other instruments contemplated by any of such documents to which the District is a party and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California the United States or any department division agency or instrumentality of either thereof or any applicable court or administrative decree or order or any loan agreement note resolution indenture contract agreement or other instrument to which the District is a party or is otherwise subject or bound in a manner which would materially adversely affect the District s performance under the District Documents (11) All approvals consents authorizations elections and orders of or filings or registrations with any governmental authority board agency or commission having ,jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the performance by the Authority and the District of their obligations under the Authority Documents and the District Documents respectively have been obtained and are in full force and effect C 3 AGENDA ITEM No PAGE iy�OF� This opinion is rendered only with respect to the laws of the State of California and the United States of America and is addressed only to the Authority the District the City and Southwest Securities Inc This letter is furnished by us as counsel to the Authority the District and the City Other than the Authority the District and the City no attorney client relationship has existed or exists between us and Southwest Securities Inc in connection with the Bonds or by virtue of this letter Our engagement with respect to the Bonds has terminated as of the date hereof and we disclaim any obligation to update this letter This letter is delivered to you is solely for your benefit and is not to be used circulated quoted or otherwise referred to or relied upon for any other purpose or by any other person This letter is not intended to and may not be relied upon by owners of the Bonds No other person is entitled to rely on this opinion nor may the addressees rely on it in connection with any transactions other than those described herein Respectfully submitted C 4 AGENDA ITEM 110 PAGE L�(O�_OF_Ya Exhibit D Opinion of Fulbright & Jaworski L L P Disclosure Counsel Addressed to the Issuer the District and the Underwriter Lake Elsinore Public Financing Authority Local Agency Revenue Bonds 2008 Series A [Closing Date] Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore California 92530 Community Facilities District No 88 3 of the City of Lake Elsinore c/o City of Lake Elsinore Lake Elsinore California 92530 Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 Ladies and Gentlemen We have acted as Disclosure Counsel to the Lake Elsinore Public Financing Authority (the Issuer ) with respect to the issuance of the above captioned bonds (the Bonds ) The Bonds are being issued pursuant to the provisions of the Constitution and the laws of the State of California including the provisions of the Marks Roos Local Bond Pooling Act of 1985 constituting Article 4 of Chapter 5 (commencing with Section 6584) of Division 7 of Title 1 of the Government Code of the State of California as in existence on the Closing Date or as thereafter amended from time to time (the Bond Law ) The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of January 1 2008 (the Indenture ) by and between the Authority and Union Bank of California N A as trustee (the Trustee ) authorizing the issuance of the Bonds The Bonds are more fully described in the final Official Statement of the Issuer dated January _ 2008 (the Official Statement ) Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Official Statement In rendering this opinion we have reviewed such records documents certificates and opinions and made such other investigations of law and fact as we have deemed necessary or appropriate F 1 This opinion is limited to matters governed by the Federal securities law of the United States and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction In our capacity as Disclosure Counsel we have rendered certain legal advice and assistance to you in connection with the preparation of the Official Statement Rendering such legal advice and assistance involved among other things discussions and inquiries concerning various legal matters review of certain records documents and proceedings and participation in conferences with among others your representatives and representatives of Bond Counsel the Financing Consultant the Authority the City the District and other consultants at which conferences the contents of the Official Statement and related matters were discussed On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently or assuming any responsibility for the accuracy completeness or fairness of any of the statements contained in the Official Statement) no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of the Official Statement which cause us to believe that the Official Statement as of its date (excluding therefrom financial engineering and statistical data forecasts projections estimates assumptions and expressions of opinions the treatment of the Bonds or the interest discount or premium related thereto for tax purposes under the law of anylunsdiction and the statements contained in the Official Statement under the captions LEGAL MATTERS — Tax Matters and in the Appendices thereto as to all of which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading During the period from the date of the Official Statement to the date of this opinion except for our review of the certificates and opinions regarding the Official Statement delivered on the date hereof we have not undertaken any procedures or taken any actions which were intended or likely to elicit information concerning the accuracy completeness or fairness of any of the statements contained in the Official Statement We are furnishing this opinion to you as Disclosure Counsel to the Issuer solely for your benefit This opinion is rendered in connection with the transaction described herein and may not be relied upon by you for any other purpose This opinion shall not extend to and may not be used circulated quoted referred to or relied upon by any other person firm corporation or other entity without our prior written consent Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds and we have no obligation to update this opinion Very truly yours F 2 AGENDA ITEM NO PACE ��JYj OF ESCROW AGREEMENT by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY and UNION BANK OF CALIFORNIA N A as Prior Bonds Trustee and as Escrow Agent Dated as of January 1 2008 Pertaining to the Defeasance of All of the Currently Outstanding Lake Elsinore Public Financing Authority 1997 Local Authority Revenue Bonds Series F AGENDA ITEM NO Jlp PAGE )qL9 OF SD3 ESCROW AGREEMENT This Escrow Agreement made and entered into as of January 1 2008 by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY a joint exercise of powers agency organized and existing under and by virtue of the laws of the State of California (the Authority ) and UNION BANK OF CALIFORNIA N A a national banking association organized and existing under the laws of the United States of America as Escrow Agent and as Prior Bonds Trustee (the Escrow Agent ) WITNESSETH WHEREAS, the Authority has previously issued its $24 550 000 1997 Local Authority Revenue Bonds Series F (the Prior Bonds ) pursuant to an Indenture of Trust dated as of May 1 1995 and a Six Supplemental Indenture of Trust dated as of December 1 1996 (collectively the Prior Bonds Indenture ) between the Authority and Union Bank of California N A as trustee thereunder (the Prior Bonds Trustee ) and WHEREAS the Authority has approved the issuance of its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Bonds ) a portion of the proceeds of which are to be used together with certain other available funds to defease all of the Prior Bonds NOW, THEREFORE, in consideration of the mutual premises contained herein and other valuable consideration the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows SECTION 1 As used herein the following terms shall have the following meanings Code means the Internal Revenue Code of 1986 Escrow Fund means the Escrow Fund established and held by the Escrow Agent pursuant to Section 3 hereof Escrow Requirements means an amount sufficient to pay principal of and interest on the Prior Bonds coming due to and including the Redemption Date and to redeem the remaining principal amount of Prior Bonds on the Redemption Date as set forth in the Escrow Verification Report attached hereto as Exhibit A Escrow Securities means non callable Federal Securities (as defined in the Prior Bonds Indenture) deposited in the Escrow Fund pursuant to Section 5 hereof Escrow Verification Report means the report prepared by the Verification Agent and attached hereto as Exhibit A Redemption Date means 2008 the date on which the Prior Bonds are to be redeemed Verification Agent means 45907741 1 I 1 AGENDA ITEM NO ___�_ PAGE —LO GF U3 SECTION 2 The Authority hereby appoints Union Bank of California N A as Escrow Agent under this Agreement for the benefit of the holders of the Prior Bonds The Escrow Agent hereby accepts the duties and obligations of Escrow Agent under this Agreement and agrees that the irrevocable instructions to the Escrow Agent herein provided are in a form satisfactory to it The applicable and necessary provisions of the Prior Bonds Indenture Including particularly the redemption provisions thereof are incorporated herein by reference Reference herein to or citation herein of any provisions of the Prior Bonds Indenture shall be deemed to Incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein SECTION 3 Pursuant to this Agreement there is created and established with the Escrow Agent a special and Irrevocable trust fund designated the Escrow Fund to be held by the Escrow Agent separate and apart from all other funds and accounts and used only for the purposes and in the manner provided in this Agreement SECTION 4 The Authority herewith deposits or causes to be deposited with the Escrow Agent Into the Escrow Fund to be held in Irrevocable trust by the Escrow Agent and to be applied solely as provided in this Agreement the sum of $. as follows (1) from the proceeds of the Bonds the sum of $ and (II) from moneys held by the Prior Bonds Trustee pursuant to the Prior Bonds Indenture the sum of $ SECTION 5 The Escrow Agent acknowledges receipt of the moneys described in Section 4 The Escrow Agent agrees Immediately to Invest $ of such amounts in the Escrow Securities set forth in Exhibit B hereto and to deposit such Escrow Securities in the Escrow Fund and to retain the amount of $ in cash in the Escrow Fund The Escrow Agent shall not have the power to sell transfer request the redemption of or otherwise dispose of some or all of the Escrow Securities in the Escrow Fund or to substitute other Escrow Securities therefor SECTION 6 As the principal of the Escrow Securities shall mature and be paid and the investment income and earnings thereon are paid the Escrow Agent shall not reinvest such moneys except as may be required pursuant to the Venfication Report Such amounts shall be applied by the Escrow Agent to the payment of the Escrow Requirements for the equal and ratable benefit of the holders of the Prior Bonds SECTION 7 The Authority has caused schedules to be prepared relating to the sufficiency of the anticipated receipts from the Escrow Securities listed in Exhibit B to pay the Escrow Requirements SECTION 8 The Authority hereby directs and the Escrow Agent hereby agrees that the Escrow Agent will take all the actions required to be taken by it hereunder in order to effectuate this Agreement The liability of the Escrow Agent for the payment of the Escrow Requirements shall be limited to the application in accordance with this Agreement of the 459077411 2 AGENDA ITEM NO PAGE 1s'1 of principal amount of the Escrow Securities and the interest earnings thereon available for such purposes in the Escrow Fund SECTION 9 The Authority irrevocably instructs the Escrow Agent to pay to the Prior Bonds Trustee on the Redemption Date from amounts held in the Escrow Fund the amount equal to the redemption price of the $ aggregate principal amount of the Prior Bonds called for redemption on the Redemption Date including redemption premium if any plus interest accrued thereon to the Redemption Date The Authority irrevocably instructs the Prior Bonds Trustee under the Prior Bonds Indenture to mail a notice of redemption of the Prior Bonds as provided in Section 4 03(a) of the Prior Bonds Indenture SECTION 10 The trust hereby created shall be irrevocable and the holders of the Prior Bonds shall have an express hen limited to all moneys and Escrow Securities in the Escrow Fund including the interest earnings thereon until paid out used and applied in accordance with this Agreement SECTION 11 This Agreement is made pursuant to and in furtherance of the Prior Bonds Indenture and for the benefit of the Authority and the holders from time to time of the Prior Bonds and it shall not be repealed revoked altered amended or supplemented without the written consent of all such holders and the written consent of the Escrow Agent and the Authority provided however that the Authority and the Escrow Agent may without the consent of or notice to such holders enter into such amendments or supplements as shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes (a) to cure an ambiguity or formal defect or omission in this Agreement (b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the Prior Bonds any additional rights remedies powers or agency that may lawfully be granted to or conferred upon such holders or the Escrow Agent and (c) to transfer to the Escrow Agent and make subject to this Agreement additional funds securities or properties The Escrow Agent and Prior Bonds Trustee shall be entitled to conclusively rely upon the Verification Report and upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section including the extent if any to which any change modification or addition affects the rights of the holders of the Prior Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section SECTION 12 In consideration of the services rendered by the Escrow Agent under this Agreement the Authority agrees to and shall pay to the Escrow Agent its fees plus expenses including all reasonable expenses charges counsel fees and other disbursements incurred by it or by its attorneys agents and employees in and about the performance of their powers and duties hereunder and the Escrow Agent shall have no lien whatsoever upon any of 45907741 1 3 AGENDA ITEM i`NO PAGE_/-<J a JF_313— the moneys or Escrow Securities in the Escrow Fund for the payment of such proper fees and expenses SECTION 13 The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trusts hereby created by giving not less than 60 days written notice to the Authority and the Prior Bonds Trustee specifying the date when such resignation will take effect in the same manner as a notice is to be mailed pursuant to Section 9 hereof but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of the Prior Bonds or by the Authority as hereinafter provided and such successor Escrow Agent shall have accepted such appointment in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing delivered to the Escrow Agent and to the Authority and the Prior Bonds Trustee and signed by the holders of a magonty in principal amount of the Prior Bonds In the event the Escrow Agent hereunder shall resign or be removed or be dissolved or shall be in the course of dissolution or liquidation or otherwise become incapable of acting hereunder or in the case the Escrow Agent shall be taken under the control of any public officer or officers or of a receiver appointed by a court a successor Escrow Agent may be appointed by the holders of a majority in principal amount of the Prior Bonds by an instrument or concurrent instruments in writing signed by such holders or by their attorneys in fact duly authorized in writing provided nevertheless that in any such event the Authority shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in principal amount of the Prior Bonds and any such temporary Escrow Agent so appointed by the Authority shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the Authority pursuant to the foregoing provisions of this Section within 60 days after written notice of the removal or resignation of the Escrow Agent has been given to the Authority the holder of any of the Prior Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent and such court may thereupon after such notice if any as it shall deem proper appoint a successor Escrow Agent No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation or institution with trust powers organized under the financial institution laws of the United States or any state and shall have at the time of appointment capital and surplus of not less than $50 000 000 For purpose of this Section 13 a corporation or institution with trust powers organized under the financial institution laws of the United States or any state shall be deemed to have combined capital and surplus of at least $50 000 000 if it has a combined capital surplus of at least $20 000 000 and is a wholly owned subsidiary of a corporation having a combined capital and surplus of at least $50 000 000 Every successor Escrow Agent appointed hereunder shall execute acknowledge and deliver to its predecessor and to the Authority an instrument in writing accepting such 459077411 4 AGENDA i 'EM N a ___ N— PAGE 163 OF SO& appointment hereunder and thereupon such successor Escrow Agent without any further act deed or conveyance shall become fully vested with all the rights immunities powers trust duties and obligations of its predecessor but such predecessor shall nevertheless on the written request of such successor Escrow Agent or the Authority execute and deliver an instrument transferring to such successor Escrow Agent all the estates properties rights powers and trusts of such predecessor hereunder and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor Should any transfer assignment or instrument in writing from the Authority be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates rights powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent any such transfer assignment and instrument in writing shall on request be executed acknowledged and delivered by the Authority Any corporation or association into which the Escrow Agent or any successor to it in the trusts created by this Agreement may be merged or converted or with which it or any successor to it may be consolidated or any corporation resulting from any merger conversion consolidation or reorganization to which the Escrow Agent or any successor to it shall be a party or any successor to a substantial portion of the Escrow Agent s corporate trust business shall if it meets the qualifications set forth in the fifth paragraph of this Section be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto anything herein to the contrary notwithstanding The liability of the Escrow Agent to make payments required in the Agreement shall be limited to the moneys and Escrow Securities in the Escrow Fund SECTION 14 The Escrow Agent shall have no power or duty to invest any funds held under this Agreement except as provided in Sections 5 and 6 hereof The Escrow Agent shall have no power or duty to transfer or otherwise dispose of the moneys held hereunder except as provided in this Agreement SECTION 15 To the extent permitted by law the Authority hereby assumes liability for and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify protect save and keep harmless the Escrow Agent and its successors assigns agents employees and servants from and against any and all liabilities obligations losses damages penalties claims actions suits costs expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on incurred by or asserted against the Escrow Agent at any time (whether or not also indemnified against the same by the Authority or any other person under any other agreement or instrument but without double indemnity) in any way relating to or arising out of the execution delivery and performance of this Agreement the establishment hereunder of the Escrow Fund the acceptance of the funds and securities deposited therein the purchase of any securities to be purchased pursuant thereto the retention of such securities or the proceeds thereof and any payment transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement The Authority shall not be required to indemnify the Escrow Agent against the Escrow Agent s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent s successors assigns agents and employees or the material breach by the Escrow Agent of the terms of this Agreement In no event shall the Authority or the Escrow Agent be liable to any person by reason of the 45907741 1 PAGE E L� z3-->_ transactions contemplated hereby other than to each other as set forth in this Section The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent SECTION 16 The recitals of fact contained in the Whereas clauses herein shall be taken as the statements of the Authority and the Escrow Agent assumes no responsibility for the correctness thereof The Escrow Agent makes no representation as to the sufficiency of the securities to be purchased pursuant hereto and any uninvested moneys to accomplish the redemption of the Prior Bonds pursuant to the Prior Bonds Indenture or to the validity of this Agreement as to the Authority and except as otherwise provided herein the Escrow Agent shall incur no liability in respect thereof The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement The Escrow Agent may consult with counsel who may or may not be counsel to the Authority and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken suffered or omitted by it in good faith in accordance therewith Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking suffering or omitting any action under this Agreement such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel) may be deemed to be conclusively established by a written certification of the Authority Whenever the Escrow Agent shall deem it necessary or desirable that a matter specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel be proved or established prior to taking suffering or omitting any such action such matter may be established only by such a certificate or such an opinion The Escrow Agent shall incur no liability for losses ansmg from any investment made pursuant to this Agreement No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder or in the exercise of its rights or powers Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Agent without the execution or filing of any paper or further act anything herein to the contrary notwithstanding SECTION 17 This Agreement shall terminate upon payment of all Prior Bonds on the Redemption Date Upon such termination all moneys remaining in the Escrow Fund after payment of all fees and expenses of the Escrow Agent shall be released to the Authority SECTION 18 This Agreement is made in the State of California under the Constitution and laws of the State of California and is to so be construed 45907741 i 6 AGENT A ITEM HO PAGE I of v3 SECTION 19 If any one or more of the covenants or agreements provided in this Agreement on the part of the Authority or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement All the covenants promises and agreements in this Agreement contained by or on behalf of the Authority or by or on behalf of the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns whether so expressed or not SECTION 20 This Agreement may be executed in several counterparts all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument 45907741 1 7 AGENDA iTENt NO _ PAGE � O IF 33 IN WITNESS WHEREOF the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written LAKE ELSINORE PUBLIC FINANCING AUTHORITY Executive Director UNION BANK OF CALIFORNIA N A as Escrow Agent and as Prior Bonds Trustee By Authorized Officer 45907741 I I R AGENDA ITEM NO W PAGE / E 7 OF 3a3 Exhibit A Escrow Verification Report 45907741 I A 1 AGENDA ITIm NO _- ___ -_�N PAGE 150 OFD 3 Pnncipal Amount Exhibit B Schedule of Escrow Securities Secuntv Matunty Date Coin Total Purchase Pnce 459077411 II n B 1 AcEldDA oTENq Na ____. PAGEJS�L�F CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the Disclosure Agreement ) dated as of January 1 2008 is executed and delivered by the City of Lake Elsinore Community Facilities CFD No 88 3 (West Lake Elsinore) (the CFD ) and Union Bank of California N A as Dissemination Agent hereunder (the Dissemination Agent ) in connection with the issuance of the $ Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Bonds ) The Bonds are being issued pursuant to provisions of an Indenture of Trust dated as of January 1 2008 (the Indenture ) by and between the Lake Elsinore Public Financing Authority and Union Bank of California N A as trustee (the Trustee ) The CFD the Dissemination Agent and the Trustee covenant and agree as follows SECTION 1 Purpose of the Disclosure Agreement This Disclosure Agreement is being executed and delivered by the CFD and the Trustee for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S E C Rule 15c2 12(b)(5) SECTION 2 Definitions In addition to the definitions set forth in the Indenture which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section the following capitalized terms shall have the following meanings Annual Report shall mean any Annual Report provided by the CFD pursuant to and as described in Sections 3 and 4 of this Disclosure Agreement Beneficial Owner shall mean any person which (a) has the power directly or indirectly to vote or consent with respect to or to dispose of ownership of any Bonds (including persons holding Bonds through nominees depositories or other intermediaries) or (b) is treated as the owner of any Bonds for federal income tax purposes City shall mean the City of Lake Elsinore California Disclosure Representative shall mean the City Manager of the City or his or her designee or such other officer or employee as the City Manager shall designate in writing to the Trustee and Dissemination Agent from time to time Dissemination Agent shall mean the Union Bank of California, N A acting in its capacity as Dissemination Agent hereunder or any successor Dissemination Agent designated in writing by the CFD and which has filed with the Trustee a written acceptance of such designation Listed Events shall mean any of the events listed in Section 5(a) of this Disclosure Agreement National Repository shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule The National Repositories currently approved AGENDA ITEM NO o3 45916691 1 1 PAGE -119 by the Securities and Exchange Commission are set forth in the SEC website located at http / /www sec gov Participating Underwriter shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds Repository shall mean each National Repository and each State Repository Rule shall mean Rule 15c2 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as the same may be amended from time to time State shall mean the State of California State Repository shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission As of the date of this Agreement there is no State Repository SECTION 3 Provision of Annual Reports (a) The CFD shall or shall cause the Dissemination Agent to not later than February 15 in each year commencing February 15 2009 provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement The Annual Reports may be provided in electronic format to each Repository The Annual Report may be submitted as a single document or as separate documents comprising a package and may include by reference other information as provided in Section 4 of this Disclosure Agreement (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to Repositories the CFD shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent) If by such date the Trustee has not received a copy of the Annual Report the Trustee shall contact the CFD and the Dissemination Agent to determine if the CFD is in compliance with the first sentence of this subsection (b) The CFD shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder The Dissemination Agent and Trustee may conclusively rely upon such certification of the CFD and shall have no duty or obligation to review such Annual Report (c) If the Trustee is unable to verify that an Annual Report has been provided to Repositories by the date required in subsection (a) the Trustee shall send a notice to each Repository or to the Municipal Securities Rulemakmg Board and the State Repository if any in substantially the form attached as Exhibit A (d) The Dissemination Agent shall (1) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository if any and 45916691 1 2 AGENI?A ITEM No i PACE_t(Pj (u) to the extent information is known to it file a report with the CFD and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement stating the date it was provided and listing all the Repositories to which it was provided SECTION 4 Content of Annual Reports The Annual Report shall contain or include by reference the following (i) The audited financial statements of the City prepared in accordance with generally accepted accounting principles in effect from time to time If the City s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a) the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement and the audited financial statements shall be filed in the same manner as the Annual Report when they become available (u) Total assessed valuation (per the Riverside County Assessor records) of all parcels currently subject to the Special Tax within the CFD showing the total assessed valuation for all land and the total assessed valuation for all improvements within the CFD and distinguishing between the assessed value of developed property and undeveloped property (iii) Identification of each parcel within the CFD for which any Special Tax payment is delinquent together with the following information respecting each such parcel (A) the amount delinquent (B) the date of each delinquency (C) in the event a foreclosure complaint has been filed respecting such delinquent parcel and such complaint has not yet been dismissed the date on which the complaint was filed and (D) in the event a foreclosure sale has occurred respecting such delinquent parcel a summary of the results of such foreclosure sale (iv) The principal amount of the Bonds outstanding and the balance in the Reserve Fund (along with a statement of the Reserve Requirement) as of the September 30 next preceding the Annual Report date Any or all of the items listed above may be included by specific reference to other documents including official statements of debt issues of the CFD or related public entities which have been submitted to each of the Repositories or the Securities and Exchange Commission If the document included by reference is a final official statement it must be available from the Municipal Securities Rulemakmg Board The CFD shall clearly identify each such other document so included by reference 45916691 1 3�;fi�t.1R£' `! 1G - -_I Ur PAGE_'1YO Or 50,;3 _ SECTION 5 Reporting of Significant Events (a) Pursuant to the provisions of this Section 5 the CFD shall give or cause to be given notice of the occurrence of any of the following events with respect to the Bonds if material 1 principal and interest payment delinquencies 2 non payment related defaults 3 modifications to rights of Bondholders 4 optional contingent or unscheduled bond calls 5 defeasances 6 rating changes 7 adverse tax opinions or events adversely affecting the tax exempt status of the Bonds 8 unscheduled draws on the debt service reserves reflecting financial difficulties 9 unscheduled draws on credit enhancements reflecting financial difficulties 10 substitution of credit or liquidity providers or their failure to perform and 11 release substitution or sale of property securing repayment of the Bonds (b) The Trustee shall within one (1) Business Day of obtaining actual knowledge of the occurrence of any of the Listed Events or as soon as reasonably practicable thereafter contact the Disclosure Representative inform such person of the event and request that the CFD promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (f) and promptly direct the Trustee whether or not to report such event to the Bondholders In the absence of such direction the Trustee shall not report such event unless otherwise required to be reported by the Trustee to the Bondholders under the Supplemental Indenture The Trustee may conclusively rely upon such direction (or lack thereof) For purposes of this Disclosure Agreement actual knowledge of the occurrence of such Listed Events shall mean actual knowledge by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Supplemental Indenture The Trustee shall have no responsibility to determine the materiality of any of the Listed Events (c) Whenever the CFD obtains knowledge of the occurrence of a Listed Event whether because of a notice from the Trustee pursuant to subsection (b) or otherwise the 45916691 1 4 AGENDA ITEM NO —_ PAGE OF �3 CFD shall as soon as possible determine if such event would be material under applicable federal securities laws (d) If the CFD has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws the CFD shall promptly notify the Dissemination Agent in writing Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (f) (e) If in response to a request under subsection (b) the CFD determines that the Listed Event would not be material under applicable federal securities laws the CFD shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f) (f) If the Dissemination Agent has been instructed by the CFD to report the occurrence of a Listed Event the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and the State Repository or the Repositories Notwithstanding the foregoing notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Supplemental Indenture SECTION 6 Termination of Reporting Obligation The CFD s obligations under this Disclosure Agreement shall terminate upon the legal defeasance prior redemption or payment in full of all of the Bonds If such termination occurs prior to the final maturity of the Bonds the CFD shall give notice of such termination in the same manner as for a Listed Event under Section 5(f) SECTION 7 Dissemination Agent The CFD may from time to time appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement and may discharge any such Dissemination Agent with or without appointing a successor Dissemination Agent The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the CFD pursuant to this Disclosure Agreement The initial Dissemination Agent shall be the Union Bank of California N A The Dissemination Agent may resign by providing thirty days written notice to the CFD and the Trustee The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the CFD The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the CFD in a timely manner and in a form suitable for filing SECTION 8 Amendment, Waiver Notwithstanding any other provision of this Disclosure Agreement the CFD Dissemination Agent and the Trustee may amend this Disclosure Agreement (and the Trustee and Dissemination Agent shall agree to any amendment so requested by the CFD) provided neither the Trustee nor the Dissemination Agent shall be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder and any provision of this Disclosure Agreement may be waived provided that the following conditions are satisfied (/ �3 i%GCtsi. �a 11- ° 45916691 1 5 FHGE_&L/— � F (a) If the amendment or waiver relates to the provisions of Sections 3(a) 4 or 5(a) it may only be made in connection with a change in circumstances that arises from a change in legal requirements change in law or change in the identity nature or status of an obligated person with respect to the Bonds or the type of business conducted (b) The undertaking as amended or taking into account such waiver would in the opinion of nationally recognized bond counsel have complied with the requirements of the Rule at the time of the original issuance of the Bonds after taking into account any amendments or interpretations of the Rule as well as any change in circumstances and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders or (u) does not in the opinion of the Trustee or nationally recognized bond counsel materially impair the interests of the Holders or Beneficial Owners of the Bonds In the event of any amendment or waiver of a provision of this Disclosure Agreement the CFD shall describe such amendment in the next Annual Report and shall include as applicable a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles on the presentation) of financial information or operating data being presented by the CFD SECTION 9 Additional Information Nothing in this Disclosure Agreement shall be deemed to prevent the CFD from disseminating any other information using the means of dissemination set forth in this Disclosure Agreement or any other means of communication or including any other information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is required by this Disclosure Agreement If the CFD chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement the CFD shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event SECTION 10 Default In the event of a failure of the CFD or the Trustee to comply with any provision of this Disclosure Agreement the Trustee (at the written request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds shall but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost liability expense or additional charges and fees of the Trustee whatsoever including without limitation fees and expenses of its attorneys) or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate including seeking mandate or specific performance by court order to cause the CFD or Trustee as the case may be to comply with its obligations under this Disclosure Agreement A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture and the sole remedy under this Disclosure Agreement in the event of any failure of the CFD or the Trustee to comply with this Disclosure Agreement shall be an action to compel performance 45916691 1 6 AGE€ DA iT'q W OF `� SECTION 11 Central Post Office In lieu of filing with the Repositories filing under this Disclosure Agreement may be made solely by transmitting such filing to the Texas Municipal Advisory Council or any successor thereto (the MAC ) as provided at htto / /www disclosuresusa org unless the United States Securities and Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7 2004 or any other organization or method approved by the staff or members of the United States Securities and Exchange Commission as an intermediary through which issuers may in compliance with the Rule make filings required by this Disclosure Agreement SECTION 12 Duties Immunities and Liabilities of Trustee and Dissemination Agent Article VII of the Supplemental Indenture pertaining to the Trustee is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the and the Trustee and Dissemination Agent shall be entitled to the protections limitations from liability and indemnities afforded the Trustee thereunder The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement and the CFD agrees to indemnify and save the Dissemination Agent and Trustee their officers directors employees and agents harmless against any loss expense and liabilities which they may incur ansmg out of or in the exercise or performance of its powers and duties hereunder including the costs and expenses (including attorneys fees) of defending against any claim of liability but excluding liabilities due to the Dissemination Agents or Trustees respective negligence or willful misconduct The Dissemination Agent shall be paid compensation by the CFD for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the CFD the Bondholders or any other party Neither the Trustee or the Dissemination Agent shall have any liability to the Bondholders or any other party for any monetary damages or financial liability of any kind whatsoever related to or arising from this Agreement The obligations of the CFD under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds 45916691 1 7 1 ry I F vt 1� W1 ip!V _ PACE /(/(Q r)F_ D3 SECTION 13 Notices Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows To the CFD City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Attn City Manager To the Trustee Union Bank of California N A 120 South San Pedro Street 4th Floor Los Angeles California 90012 Attn Corporation Trust Department Any person may by written notice to the other persons listed above designate a different address or telephone number(s) to which subsequent notices or communications should be sent SECTION 14 Beneficiaries This Disclosure Agreement shall inure solely to the benefit of the CFD the Trustee the Dissemination Agent the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds and shall create no rights in any other person or entity 45916691 1 8 AGENDA'TE1b '30 I W PAGE_LnOF X03 SECTION 14 Counterparts This Disclosure Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) M Mayor of the City of Lake Elsinore UNION BANK OF CALIFORNIA N A as Dissemination Agent and Trustee By Authorized Officer 459166911 9 AGE1Ni) ! L -- PAGE B G> ___ 3 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Party City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Name of Bond Issue Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Date of Issuance 2008 NOTICE IS HEREBY GIVEN that the CFD has not provided an Annual Report with respect to the above named Bonds as required by the Continuing Disclosure Agreement dated as of January 1 2008 with respect to the Bonds [The CFD anticipates that the Annual Report will be filed by ] Dated UNION BANK OF CALIFORNIA N A on behalf of the CFD 45916691 1 Mt Ei3 rP Y EPA�ZZjte°/ ° t- -15C,3 459366632 INDENTURE OF TRUST by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY and UNION BANK OF CALIFORNIA N A as Trustee Dated as of January 1 2008 Relating to Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A AGENDA ITEM NO PACE 170 OF :3c?3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AUTHORIZATION AND PURPOSE OF BONDS EQUAL SECURITY 2 Section 101 Definitions 2 Section 102 Rules of Construction 10 Section 103 Authonzation and Purpose of Bonds 10 Section 104 Equal Security 10 ARTICLE II ISSUANCE OF THE BONDS 11 Section 2 01 Terms of the Bonds 11 Section 2 02 Redemption of Bonds 12 Section 2 03 Form of the Bonds 15 Section 2 04 Execution of Bonds 15 Section 2 05 Transfer of Bonds 16 Section 2 06 Exchange of Bonds 16 Section 2 07 Registration Books 16 Section 2 08 Bonds Mutilated Lost Destroyed or Stolen 16 Section 2 09 CUSIP Numbers 17 Section 2 10 Use of Securities Depository 17 Section 2 11 Temporary Bonds 18 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS 19 Section 3 01 Issuance of Bonds 19 Section 3 02 Application of Proceeds of Sale of Bonds and Other Amounts 19 Section 3 03 Bond Purchase Fund 19 Section 3 04 Costs of Issuance Fund 19 Section 3 05 Validity of Bonds 20 ARTICLE IV REVENUES FLOW OF FUNDS 20 Section 4 01 Pledge of Revenues Assignment of Rights 20 Section 4 02 Receipt Deposit and Applications of Revenues 20 Section 4 03 Cash Flow Management Fund 22 Section 4 04 Redemption Fund 22 Section 4 05 Residual Fund 23 Section 4 06 Investments 23 Section 4 07 Valuation and Disposition of Investments 24 ARTICLE V COVENANTS OF THE AUTHORITY Section 5 01 Section 5 02 Section 5 03 Section 5 04 Section 5 05 Section 5 06 Punctual Payment Extension of Payment of Bonds Against Encumbrances Power to Issue Bonds and Make Pledge and Assignment Accounting Records and Financial Statements No Additional Panty Debt 24 24 24 24 25 25 25 459366632 i AGENDA IUM NO -\U PAGEOF TABLE OF CONTENTS (continued) Page Section 5 07 Tax Covenants Relating to Bonds 25 Section 5 08 District Bonds 29 Section 5 09 Further Assurances 29 Section 5 10 Immunity 29 ARTICLE VI THE TRUSTEE 29 Section 6 01 Appointment of Trustee 29 Section 6 02 Acceptance of Trusts 29 Section 6 03 Fees Charges and Expenses of Trustee 31 Section 6 04 Notice to Bond Owners of Default 32 Section 6 05 Intervention by Trustee 32 Section 6 06 Removal of Trustee 32 Section 6 07 Resignation by Trustee 32 Section 6 08 Appointment of Successor Trustee 32 Section 6 09 Merger or Consolidation 33 Section 6 10 Concerning any Successor Trustee 33 Section 6 11 Appointment to Co Trustee 33 Section 6 12 Indemnification Limited Liability of Trustee 34 ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE 34 Section 7 01 Amendment Hereof 34 Section 7 02 Effect of Supplemental Indenture 35 Section 7 03 Endorsement or Replacement of Bonds After Amendment 35 Section 7 04 Amendment by Mutual Consent 36 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 36 Section 8 01 Events of Default 36 Section 8 02 Remedies Upon Event of Default 36 Section 8 03 Application of Revenues and Other Funds After Default 37 Section 8 04 Power of Trustee to Control Proceedings 38 Section 8 05 Appointment of Receivers 38 Section 8 06 Non Waiver 38 Section 8 07 Rights and Remedies of Bond Owners 38 Section 8 08 Termination of Proceedings 39 ARTICLE IX [RESERVED] 39 ARTICLE X MISCELLANEOUS 39 Section 10 01 Limited Liability of Authority 39 Section 1002 Benefits of Indenture Limited to Parties 40 Section 10 03 Discharge of Indenture 40 Section 10 04 Successor Is Deemed Included in All References to Predecessor 41 Section 10 05 Content of Certificates 41 Section 10 06 Election of Documents by Bond Owners 41 459366632 11 l .$uXNDA ITLKl N) PAGE I]p -_yF 3�3 TABLE OF CONTENTS (continued) Page Section 10 07 Disqualified Bonds 42 Section 10 08 Waiver of Personal Liability 42 Section 10 09 Partial Invalidity 42 Section 10 10 Destruction of Canceled Bonds 42 Section 10 11 Funds and Accounts 42 Section 10 12 Payment on Business Days 43 Section 10 13 Notices 43 Section 10 14 Unclaimed Moneys 43 Section 10 15 Governing Law 44 Section 10 16 Execution of Counterparts 44 Exhibit A Form of Bond Al 459366632 111 AGENDA 9TE€ ,, 0 PAGE _pF�D INDENTURE OF TRUST THIS INDENTURE OF TRUST (this Indenture ) is made and entered into as of January 1 2008 by and between the LAKE ELSINORE PUBLIC FINANCING AUTHORITY a Joint powers authority organized and existing under the laws of the State of California (the Authority ) and UNION BANK OF CALIFORNIA N A a national banking association organized and existing under the laws of the United States of America having a corporate trust office in Los Angeles California and being qualified to accept and administer the trusts hereby created (the Trustee ) WITNESSETH WHEREAS the Authority is a Joint exercise of powers agency duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement dated July 25 1989 between the City of Lake Elsinore and the Redevelopment Agency of the City of Lake Elsinore as amended under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the Act ) and is authorized pursuant to Article 4 of the Act (the Bond Law ) to borrow money for the purpose of financing the acquisition of bonds notes and other obligations to provide financing and refinancing for public capital improvements of the City and the Agency and WHEREAS for the purpose of providing financing and refinancing for the acquisition construction improving and equipping of public capital improvements to be undertaken by the City and the Agency the Authority has duly provided for the issuance pursuant to an Indenture of Trust dated as of February 1 1990 as amended and restated in full as of May 1 1995 (the Prior Indenture ) of its Local Agency Revenue Bonds in the aggregate principal amount of $500 000 000 (the Authority Bonds ) all pursuant to and secured by the Prior Indenture and by supplemental indentures of trust providing for the issuance of the Authority Bonds in series and WHEREAS the Authority has previously issued its 1997 Local Agency Revenue Bonds Series F (the 1997 Authority Bonds ) of which $ remain outstanding and WHEREAS for the purpose of refunding the 1997 Authority Bonds the Authority has determined to issue its Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A in the aggregate principal amount of $ (the Bonds ) pursuant to and secured by this Indenture in the manner provided herein and WHEREAS in order to provide for the authentication and delivery of the Bonds to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof premium (if any) and interest thereon the Authority has authorized the execution and delivery of this Indenture and WHEREAS the Authority has found and determined and hereby affirms that all acts and proceedings required by law necessary to make the Bonds when executed by the Authority authenticated and delivered by the Trustee and duly issued the valid binding and legal special obligations of the Authority and to constitute this Indenture a valid and binding agreement for 459366632 AGEN.)M a . _ N -- PAGE 17L( Or-,��'3 the uses and purposes herein set forth in accordance with its terms have been done and taken and the execution and delivery of this Indenture have been in all respects duly authorized NOW THEREFORE THIS INDENTURE WITNESSETH that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture according to their tenor and to secure the performance and observance of all the covenants and conditions therein and herein set forth and to declare the terms and conditions upon and subject to which the Bonds are to be issued and repaid and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged the Authority does hereby covenant and agree with the Trustee for the benefit of the respective Owners from time to time of the Bonds as follows ARTICLE I DEFINITIONS, AUTHORIZATION AND PURPOSE OF BONDS, EQUAL SECURITY Section 101 Definitions Unless the context otherwise requires the terms defined in this Section 101 shall for all purposes of this Indenture of any Supplemental Indenture and of the Bonds and of any certificate opinion request or other documents herein mentioned have the meanings herein specified Act means Articles 1 through 4 (commencing with Section 6500) of Chapter 5 Division 7 Title 1 of the Government Code of the State as in existence on the Closing Date or as thereafter amended from time to time Agency means the Redevelopment Agency of the City of Lake Elsinore a public body corporate and politic organized under the laws of the State and any successor thereto Annual Debt Service means for each Bond Year with respect to each of the Bonds the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year Authority means the Lake Elsinore Public Financing Authority a Joint powers authority duly organized and existing under the Joint Exercise of Powers Agreement dated July 25 1989 by and between the City and the Agency together with any amendments thereof and supplements thereto and under the laws of the State Authority Representative means the Chairman Vice Chairman Executive Director Assistant Executive Director or Treasurer of the Authority or any other authorized representative of the Authority as evidenced by a certificate of the Chairman or Executive Director Board means the Board of Directors of the Authority Bond Counsel means Fulbnght & Jaworski L L P or any attorney or firm of attorneys appointed by or acceptable to the Authority of nationally recognized experience in the field of municipal law whose opinions are generally accepted by purchasers of municipal bonds or notes 459366632 2 a aF [jam, i i 'U- - P'xr Or--or 503= Bond Law means the Marks Roos Local Bond Pooling Act of 1985 constituting Article 4 of the Act (commencing with Section 6584) as in existence on the Closing Date or as thereafter amended from time to time Bond Year means each twelve month period beginning on September 2 of each year and ending September 1 of the following year except that the first Bond Year shall begin on the Closing Date and end on September 1 2008 Bonds means the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A authorized by and at any time Outstanding pursuant to the Bond Law and this Indenture Business Day means a day of the year other than a Saturday or Sunday on which banks in Los Angeles California and San Francisco California are not required or authorized to remain closed and on which the New York Stock Exchange is not closed Cash Flow Management Fund means the fund by that name established by Section 4 03(a) hereof Cash Flow Management Fund Requirement means as of any calculation date an amount equal to 15% of the Maximum Annual Debt Service Certificate or Written Request of the Authority means a written certificate or written request signed in the name of the Authority by an Authority Representative Any such certificate or request may but need not be combined in a single instrument with any other instrument opinion or representation and the two or more so combined shall be read and construed as a single instrument City means the City of Lake Elsinore a political subdivision organized and existing under the laws of the State Closing Date means the date of delivery of the Bonds to the original purchasers thereof Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds together with applicable proposed temporary and final regulations promulgated and applicable official public guidance published under the Code Corporate Trust Officer means the corporate trust office of the Trustee at the address set forth in Section 10 13 provided however for transfer registration exchange payment and surrender of Bonds means care of the corporate trust office of Union Bank of California N A in Los Angeles California or such other office designated by the Trustee from time to time and such office as the Trustee may designate in writing to the Authority from time to time as the place for transfer registration surrender exchange or payment of the Bonds 459366632 3 AGENDA ITEM NO _ I PAGE i %140 F 3 Costs of Issuance means all expenses incurred in connection with the authorization issuance sale and delivery of the Bonds the purchase of the District Bonds including but not limited to all compensation fees and expenses (including but not limited to fees and expenses for legal counsel) of the Authority the Trustee and the developer compensation to any financial consultants or underwriters legal fees and expenses filing and recording costs rating agency fees costs of preparation and reproduction of documents and costs of printing Costs of Issuance Fund means the fund established and held by the Trustee pursuant to Section 3 04 hereof Defeasance Securities means (1) U S Treasury Certificates Notes and Bonds (including State and Local Government Series — SLGS ) (2) Direct obligations of the Treasury which have been stripped by the Treasury itself CATS TIGRS and similar securities (3) Resolution Funding Corp ( REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable (4) Pre refunded municipal bonds rated Aaa by Moody s and AAA by S &P If however the issue is only rated by S &P (i a there is no Moody s rating) then the pre refunded bonds must have been pre refunded with cash direct U S or U S guaranteed obligations or AAA rated pre refunded municipals to satisfy this condition (5) Obligations issued by the following agencies which are backed by the full faith and credit of the U S a U S Export Import Bank (Eximbankl Direct obligations or fully guaranteed certificates of beneficial ownership b Farmers Home Administration (FmHA) Certificates of beneficial ownership c Federal Financing Bank d General Services Administration Participation certificates e US Maritime Administration Guaranteed Title XI financing 459366632 4 ACEi A ITFf 1S0-�� PaICE L77 f U S Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures — U S government guaranteed debentures U S Public Housing Notes and Bonds — U S government guaranteed public housing notes and bonds District means that Community Facilities District referred to in the recitals hereof District Bonds means the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) Special Tax Bonds 2008 Series DTC means The Depository Trust Company New York New York and its successors and assigns Escrow Agent means Union Bank of California N A as escrow agent under the Escrow Agreement Escrow Agreement means the Escrow Agreement dated as of January 1 2008 by and between the Authority and the Escrow Agent Escrow Fund means the fund by that name created under the Escrow Agreement Event of Default means any of the events described in Section 8 01 hereof Excess Investment Earnings means the amount of excess investment earnings determined to be subject to rebate to the United States of America with respect to the investment of the gross proceeds of the Bonds determined pursuant to Section 148(f) of the Code Fiscal Agent means Union Bank of California N A as fiscal agent under the Fiscal Agent Agreement Fiscal Agent Agreement means the Fiscal Agent Agreement dated as of January 1 2008 by and between the District and the Fiscal Agent pursuant to which the District Bonds are issued Fiscal Year means any twelve month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year both dates inclusive or any other twelve month period selected and designated by the Authority as its official fiscal year period and certified to the Trustee in writing by an Authority Representative Indenture means this Indenture of Trust as originally executed or as it may from time to time be supplemented modified or amended by any Supplemental Indenture pursuant to the provisions hereof 459366632 5 Independent Accountant means any certified public accountant or firm of certified public accountants appointed and paid by the Authority and who or each of whom (a) is in fact independent and not under domination of the Authority or the City (b) does not have any substantial interest direct or indirect in the Authority or the City and (c) is not connected with the Authority or the City as an officer or employee of the Authority or the City but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City Information Services means Financial Information Inc s Daily Called Special Service 30 Montgomery Street 10th Floor Jersey City NJ 07302 Attention Editor Mergent/FIS Inc 5250 77 Center Drive Suite 150 Charlotte North Carolina 28217 Attention Municipal News Reports and Kenny S &P 55 Water Street 45th Floor New York New York 10041 Attention Notification Department and in accordance with then current guidelines of the Securities and Exchange Commission such other addresses and/or such other services providing information with respect to the redemption of bonds as the Authority may designate in a Request of the Authority delivered to the Trustee Interest Account means the account by that name established and held by the Trustee pursuant to Section 4 02(b)(i) hereof Interest Payment Date means March 1 and September 1 in each year beginning March 1 2008 and continuing thereafter so long as any Bonds remain Outstanding Letter of Representations means the letter of the Authority and the Trustee delivered to and accepted by DTC (or such other applicable Securities Depository) on or prior to the issuance of the Bonds in book entry form setting forth the basis on which DTC (or such other applicable Securities Depository) serves as depository for the Bonds issued in book entry form as originally executed or as it may be supplemented or revised or replaced by a letter to a substitute Securities Depository Maximum Annual Debt Service means as of the date of calculation the maximum amount obtained by totaling for the current or any future Bond Year the sum of (a) the principal amount of all such Outstanding Bonds maturing in such Bond Year and (b) the interest which would be due during such Bond Year on the aggregate principal amount of such Bonds which would be Outstanding in such period if such Bonds are retired as scheduled but deducting and excluding from such aggregate principal amount the aggregate principal amount of such Bonds no longer Outstanding Moody s means Moody s Investors Service and its successors and assigns Outstanding when used as of any particular time with reference to Bonds means all Bonds theretofore executed issued and delivered by the Authority under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation (b) Bonds paid or deemed to have been paid within the meaning of Section 10 03 and (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed issued and delivered pursuant to this Indenture or any Supplemental Indenture 459366632 6 AGt c — -- —i =- PAGF�) Owner or Bond Owner when used with respect to any Bond means the person in whose name the ownership of such Bond shall be registered on the Registration Books Permitted Investments means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee entitled to rely on written investment direction of the Authority as a determination that such investment is a legal investment) but only to the extent that the same are acquired at Fair Market Value (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America) the payment of principal of and interest on which are unconditionally fully guaranteed by the United States of America and any obligations the principal of and interest on which are unconditionally guaranteed by the United States of America (b) bonds debentures notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself) (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U S Export Import Bank (u) certificates of beneficial ownership of the Farmers Home Administration (m) obligations of the Federal Financing Bank (iv) debentures of the Federal Housing Administration (v) participation certificates of the General Services Administration (vi) guaranteed mortgage backed bonds or guaranteed pass through obligations of the Government National Mortgage Association (vu) guaranteed Title XI financings of the U S Maritime Administration (vin) project notes local authority bonds new communities debentures and U S public housing notes and bonds of the U S Department of Housing and Urban Development (c) bonds debentures notes or other evidence of indebtedness issued or guaranteed by any of the following non full faith and credit U S government agencies (stripped securities are only permitted if they have been stnpped by the Authority itself) (i) senior debt obligations of the Federal Home Loan Bank System (u) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation (in) mortgaged backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal) (iv) senior debt obligations of the Student Loan Marketing Association (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation and (vi) consolidated system wide bonds and notes of the Farm Credit System (d) money market funds (including funds of the Trustee or its affiliates) registered under the Federal Investment Company Act of 1940 whose shares are registered under the Federal Securities Act of 1933 and having a rating by S &P of AAAm G AAAm or AAm and if rated by Moody s rated Aaa Aal or Aa2 459366632 7 AGE64v1`�aLiu N 1 PACE 0 _ uF��� (e) certificates of deposit secured at all times by collateral described in (a) or (b) above which have a maturity of one year or less which are issued by commercial banks savings and loan associations or mutual savings banks and such collateral must be held by a third party and the Trustee must have a perfected first security interest in such collateral (f) certificates of deposit savings accounts deposit accounts or money market deposits (including those of the Trustee and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation (g) investment agreements including guaranteed investment contracts forward purchase agreements and reserve fund put agreements which are general obligations of an entity whose long term debt obligations or claims paying ability respectively is rated in one of the two highest rating categories by Moody s or S &P (h) commercial paper rated at the time of purchase Prime 1 by Moody s and A 1 or better by S &P (i) bonds or notes issued by any state or municipality which are rated by Moody s and S &P in one of the two highest rating categories assigned by such agencies 0) federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured uninsured and unguaranteed obligation rating of Prime 1 or A3 or better by Moody s and A 1 or A or better by S &P (k) repurchase agreements which provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date which satisfy the following criteria 459366632 (i) repurchase agreements must be between the Trustee and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation which are rated A or better by Moody sand S &P or (B) a bank rated A or better by Moody sand S &P (u) the written repurchase agreement contract must include the following (A) securities acceptable for transfer which may be direct US government obligations or federal agency obligations backed by the full faith and credit of the U S government (B) the term of the repurchase agreement may be up to 30 days (C) the collateral must be delivered to the Trustee or a third party acting as agent for the Trustee simultaneous with payment (perfection by possession of certificated securities) (D) the Trustee must have a perfected first priority security interest in the collateral (E) the collateral must be free and clear of third party hens and in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation are not subject to a repurchase agreement or a reverse repurchase agreement (F) failure to maintain the requisite g AGEN0A;T 4 -- PACE�_GE -- collateral percentage after a two day restoration period will require the Trustee to liquidate the collateral (G) the securities must be valued weekly marked to market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation in which case the collateral must be equal to 105% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest) If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Trustee then additional cash and/or acceptable securities must be transferred and (m) a legal opinion must be delivered to the Trustee to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds and (1) the Local Agency Investment Fund of the State of California created pursuant to Section 16429 1 of the California Government Code to the extent the Trustee is authorized to register such investment in its name Principal Account means the account by that name established and held by the Trustee pursuant to Section 4 02(b)(n) hereof Rebate Account means the account established and held by the Trustee pursuant to Section 4 02(c) hereof Record Date means with respect to any Interest Payment Date the fifteenth (15th) calendar day of the month preceding such Interest Payment Date Redemption Fund means the fund by such name established and held by the Trustee pursuant to Section 4 04 hereof Redemption Revenues means (a) amounts received from the redemption of the District Bonds from amounts constituting prepayments of Special Taxes (b) amounts received from the optional redemption of the District Bonds and (c) amounts received from the special mandatory redemption of the District Bonds Registration Books means the records maintained by the Trustee pursuant to Section 2 07 for the registration and transfer of ownership of the Bonds Reserve Account means the account by that name established and held by the Trustee pursuant to Section 4 02(b)(u3) hereof Reserve Requirement means as of any calculation date an amount equal to the least of (i) ten percent (10 %) of the proceeds (within the meaning of section 148 of the Code) (u) 125% of average Annual Debt Service or (in) Maximum Annual Debt Service 459366632 9 AGENDA ITEM rtilo I (� PACE / ALO Residual Fund means the fund by that name established and held by the Trustee pursuant to Section 4 05(a) hereof Revenue Fund means the fund by that name established and held by the Trustee pursuant to Section 4 02(a) hereof Revenues means (a) all amounts payable by the District as principal interest or redemption premium on the District Bonds (b) all moneys deposited and held from time to'time by the Trustee to the funds and accounts established hereunder for the Bonds other than the Rebate Account the Redemption Fund and the Residual Fund and (c) income and gains with respect to the investment of amounts on deposit in the funds and accounts established hereunder for the Bonds other than the Rebate Account the Redemption Fund and the Residual Fund S &P means Standards & Poor s a division of The McGraw Hill Companies it s successors and assigns Securities Depositories means DTC 55 Water Street New York 10041 Attention Call Notification Department Fax (212) 855 7232 and in accordance with then current guidelines of the Securities and Exchange Commission such other addresses and/or such other securities depositories as the Authority may designate in a Certificate of the Authority delivered to the Trustee State means the State of California Supplemental Indenture means any indenture agreement or other instrument hereafter duly executed by the Authority and the Trustee in accordance with the provisions of Section 7 01 hereof Tax Regulations means temporary and permanent regulations promulgated under or with respect to Section 103 and Sections 141 through 150 inclusive of the Code Trustee means Union Bank of California N A and its successors and assigns and any other corporation or association which may at any time be substituted in its place as provided in Article VI hereof Section 102 Rules of Construction All references in this Indenture to Articles Sections and other subdivisions are to the corresponding Articles Sections or subdivisions of this Indenture and the words herein hereof hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article Section or subdivision hereof Section 103 Authorization and Purpose of Bonds The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found as a result of such review and hereby finds and determines that all things conditions and acts required by law to exist happen and be performed precedent to and in the issuance of the Bonds do exist have happened and have been performed in due time form and manner as required by law and the Authority is now authorized under the Bond Law and each and every requirement of law to issue the Bonds in the manner and form provided in this Indenture Accordingly the Authority 459366632 10 AGENDA it Eir' NC)---h- PAGE / "82 OF-30-3— hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to purchase the District Bonds Section 104 Equal Security In consideration of the acceptance of the Bonds by the Owners thereof this Indenture shall be deemed to be and shall constitute a contract among the Authority the Trustee and the Owners from time to time of the Bonds and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit security and protection of all Owners of the Bonds without preference priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale execution or delivery thereof or otherwise for any cause whatsoever except as expressly provided therein or herein ARTICLE 11 ISSUANCE OF THE BONDS Section 2 01 Terms of the Bonds The Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture shall be designated the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refundmg)i2008 Series A which shall be issued in the original aggregate principal amount of $ The principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America The Bonds shall be issued in fully registered form without coupons in denominations of $5 000 or any integral multiple thereof so long as no Bond shall have more than one maturity date The Bonds shall be initially registered in the name of Cede & Co as nominee of The Depository Trust Company New York New York and shall be evidenced by one Bond for each of the maturities in the principal amounts set forth below and DTC is hereby appointed depository for the Bonds and registered ownership may not thereafter be transferred except as set forth in Section 2 05 hereof The Bonds shall be dated as of the Closing Date shall mature in the following amounts and shall bear interest (calculated on the basis of a 360 day year of twelve 30 day months) at the following rates 459366632 Maturity Date Principal Interest (September 1) Amount Rate 11 AGENDA ITEM No .____ -- -1w- PAGE_Jf / Gr_ 3 Interest on the Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date such interest to be paid by check of the Trustee mailed by first class mail postage prepaid on each Interest Payment Date to the Owner at the address of such Owner as it appears on the Registration Books as of the preceding Record Date provided however that at the written request of the Owner of at least $1000 000 in aggregate principal amount of Outstanding Bonds filed with the Trustee prior to any Record Date interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date by wire transfer of immediately available funds to an account in the continental United States designated in such written request Any such written request shall remain in effect until rescinded in writing by the Owner Principal of and premium (if any) on any Bond shall be paid upon presentation and surrender thereof at maturity or the prior redemption thereof at the Corporate Trust Office of the Trustee The principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (a) it is authenticated on or before the Interest Payment Date and after the close of business on the preceding record date in which event it shall bear interest from such Interest Payment Date or (b) it is authenticated on or before February 15 2008 in which event it shall bear interest from the Closing Date or (c) interest with respect to any outstanding Bond is in default such Bond shall bear interest from the Interest Payment Date to which interest has previously paid in full or made available for payment thereon payable on each Interest Payment Date Section 2 02 Redemption of Bonds (a) Optional Redemption The Bonds are subject to redemption prior to maturity at the option of the Authority on any date on or after September 1 2008 as a whole or in part on a pro rata basis and by lot within a maturity from any available source of funds at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Dates Redemption Prices September 1 2008 through August 31 2009 1030% September 1 2009 through August 31 2010 1025% September 1 2010 through August 31 2011 1020% September 1 2011 through August 31 2012 1015% September 1 2012 through August 31 2013 1010% September 1 2013 through August 31 2014 1005% September 1 2014 and thereafter 1000% (b) Mandatory Sinking Fund Redemption The Bonds maturing September 1 20 and September 1 20 are subject to mandatory redemption in part by lot on September 1 in each year commencing September 1 20 and September 1 20 respectively from mandatory sinking payments made by the Authonty as provided in this Indenture at a 459366632 12 AGENDA ITEM NO PAGE _J 9 OF 2 redemption price equal to the principal amount thereof to be redeemed without premium plus accrued interest thereon to the date of redemption in the aggregate principal amounts and on September 1 in the respective years as set forth in the following schedules provided however that (i) in lieu of redemption thereof such Bonds may be purchased by the Authority and tendered to the Trustee and (n) if some but not all of such Bonds have been redeemed pursuant to the redemption provisions described in subsections (a) above or (c) or (d) below the total amount of all future mandatory sinking payments will be reduced by the aggregate principal amount of such Bonds so redeemed to be allocated among such mandatory sinking payments on a pro rata basis (as nearly as practicable) in integral multiples of $5 000 as determined by the Authority Term Bonds Maturing September 1 20_ Sinking Fund Redemption Date (September 1) *maturity Principal Amount to be Redeemed Term Bonds Maturing September 1 20_ Sinking Fund Redemption Date (September 1) *maturity Principal Amount to be Redeemed Tenn Bonds Maturing September 1 20_ Sinking Fund Redemption Date Principal Amount (September 1) to be Redeemed 459366632 13 AGENDA ITEM No PAGE_Ar!O__d _ �z� *maturity (c) Mandatory Redemption Upon Call and Redemption of District Bonds The Bonds shall also be subject to mandatory redemption in whole or in part on a pro rata basis and by lot within a maturity from the prepayment of District Bonds from amounts constituting prepayments of Special Taxes at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) together with accrued interest thereon to the redemption date Redemption Date Redemption Price March 1 2008 through August 31 2009 10300% September 1 2009 and thereafter as provided for optional redemption (d) Special Mandatory Redemption The Bonds are subject to special mandatory redemption on any date to which timely notice of redemption may be given in integral multiples of $5 000 equal to the principal amount of District Bonds redeemed from the deposit of fees with the District by a public agency which has accepted facilities serving an area of the District and from insurance or condemnation proceeds or other mandatory redemption sale or acceleration relating to the District Bonds without premium plus accrued interest to the redemption date on a pro rata basis and by lot within a maturity (e) Notice of Redemption The Trustee on behalf and at the expense of the Authority shall mail (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books to the Securities Depositories and to one or more Information Services at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption Neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon Such notice shall state the date of the notice the redemption date and the redemption price and shall designate the CUSIP numbers the Bond numbers (but only if less than all of the Outstanding Bonds are to be redeemed) and the maturity of the Bonds to be redeemed and shall require that such Bonds be then surrendered at the Corporate Trust Office of the Trustee for redemption at the redemption price giving notice also that further interest on such Bonds will not accrue from and after the redemption date (f) In addition to the foregoing notice further notice shall be given by the Trustee in said form by first class mail to any Bond Owner whose Bond has been called for redemption but who has failed to tender his Bond for payment by the date which is sixty days 459366632 14 AGENDA ITEM NO PAGE i OF 3 after the redemption date but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption (g) Upon the payment of the redemption price of Bonds being redeemed each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUS1P number identifying by issue and maturity the Bonds being redeemed with the proceeds of such check or other transfer (h) Partial Redemption of Bonds In the event only a portion of any Bond is called for redemption then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof at the expense of the Authority a new Bond or Bonds of the same Series and maturity date of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed (1) Effect of Redemption From and after the date fixed for redemption if funds available for the payment of the principal of and interest (and premium if any) on the Bonds so called for redemption shall have been duly provided such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and no interest shall accrue thereon from and after the redemption date specified in such notice All Bonds redeemed pursuant to this Section 2 02 shall be canceled and destroyed 0) Purchase in Lieu of Redemption In lieu of redemption of any Bond amounts on deposit in the Revenue Fund may also be used and withdrawn by the Trustee at any time upon the Written Request of the Authority for the purchase of such Bonds at public or private sale as and when and at such prices (including brokerage and other charges but excluding accrued interest which is payable from the Interest Account) as the Authority may in its discretion determine in accordance with all applicable laws (k) Authority Notice Notwithstanding any provisions in the Indenture to the contrary upon any optional redemption or mandatory redemption from Special Taxes in part the Authority shall deliver a Written Certificate to the Trustee at least sixty (60) days prior to the proposed redemption date or such later date as shall be acceptable to the Trustee so stating that the remaining payments of principal and interest on the District Bonds together with other Revenues will be sufficient on a timely basis to pay debt service on the Bonds The Authority shall certify in such Written Certificate that sufficient moneys for purposes of such redemption are or will be on deposit in the Revenue Fund and is required to deliver such moneys to the Trustee together with other Revenues if any then to be delivered to the Trustee which moneys are required to be identified to the Trustee in the Written Certificate delivered with the Revenues Section 2 03 Form of the Bonds The Bonds the form of Trustee s certificate of authentication and the form of assignment to appear thereon shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein with necessary or appropriate variations omissions and insertions as permitted or required by this Indenture 459366632 15 AGEND&ITEMND I4' Section 2 04 Execution of Bonds The Bonds shall be signed in the name and on behalf of the Authority with the manual or facsimile signatures of its Chairperson or Executive Director and attested with the manual or facsimile signature of its Secretary or any assistant duly appointed by the Board under the printed seal of the Authority and shall be delivered to the Trustee for authentication by it In case any officer of the Authority who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the Trustee or issued by the Authority such Bonds may nevertheless be authenticated delivered and issued and upon such authentication delivery and issue shall be as binding upon the Authority as though the individual who signed the same had continued to be such officer of the Authority Also any Bond may be signed on behalf of the Authority by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A manually executed by the Trustee shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture Section 2 05 Transfer of Bonds Subject to Section 2 10 any Bond may in accordance with its terms be transferred upon the Registration Books by the person in whose name it is registered in person or by his duly authorized attorney upon surrender of such Bond for cancellation accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee duly executed Whenever any Bond or Bonds shall be surrendered for transfer the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of like maturity and aggregate principal amount of authorized denominations The Trustee may require payment by the Bondowner requesting such transfer or exchange of any tax or other governmental charge required to be paid with respect to such transfer or exchange The Trustee shall not be required to transfer pursuant to this Section either (a) all Bonds during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected for redemption pursuant to Section 2 02 The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Authority Section 2 06 Exchange of Bonds The Bonds of any series may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of the same series of other authorized denominations and of the same maturity The Trustee shall not be required to exchange pursuant to this Section either (a) all Bonds during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected for redemption pursuant to Section 2 02 The cost of printing Bonds and any service rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Authority Section 2 07 Registration Books The Trustee will keep or cause to be kept at its Corporate Trust Office sufficient records for the registration and transfer of the Bonds which shall at all reasonable times during regular business hours be open to inspection by the Authority with reasonable prior notice and upon presentation for such purpose the Trustee shall under I '\ 459366632 6 AGENDA ITE�j N4 PAGE such reasonable regulations as it may prescribe register or transfer or cause to be registered or transferred on said records Bonds as herembefore provided Section 2 08 Bonds Mutilated, Lost, Destroyed or Stolen If any Bond shall become mutilated the Authority at the expense of the Owner of said Bond shall execute and the Trustee shall thereupon authenticate and deliver a new Bond of like series tenor and authorized denomination in exchange and substitution for the Bond so mutilated but only upon surrender to the Trustee of the Bond so mutilated Every mutilated Bond so surrendered to the Trustee shall be cancelled by it and destroyed If any Bond hereunder shall be lost destroyed or stolen evidence of such loss destruction or theft may be submitted to the Trustee and the Authority and if such evidence be satisfactory to the Trustee and the Authority and indemnity for the Trustee and the Authority satisfactory to the Trustee shall be given the Authority at the expense of the Bond Owner shall execute and the Trustee shall thereupon authenticate and deliver a new Bond of like Series And tenor in lieu of and in substitution for the Bond so lost destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee) The Authority may require payment of a fee for preparing and authenticating each new Bond issued under this Section and of expenses which may be incurred by the Authority and the Trustee Any Bond issued under the provisions of this Section 2 08 in lieu of any Bond alleged to be lost destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost destroyed or stolen be at any time enforceable by anyone and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by tlus Indenture Section 2 09 CUSIP Numbers The Trustee and the Authority shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice The Trustee may in its discretion include in any redemption notice a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee or the Authority shall be liable for any inaccuracies in such numbers Section 2 10 Use of Securities Depository (a) The Bonds shall be initially registered as provided in Section 2 01 Registered ownership of the Bonds or any portion thereof may not thereafter be transferred except (1) to any successor of Cede & Co as nominee of DTC as its nominee or to any substitute depository designated pursuant to clause (u) of this Section (a substitute depository ) provided that any successor of Cede & Co as nominee of DTC or a substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it (u) to any substitute depository upon (1) the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or (2) a determination by the Authority to substitute another depository for DTC (or its successor) 459366632 17 AGENIMA DTI M rlo_ PAGE because DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it or (m) to any person as provided below upon (1) the resignation of DTC or its successor (or substitute depository or its successor from its functions as depository or'(2) a determination by the Authority to remove DTC or its successor (or any substitute depository or its successor) from its functions as depository (b) In the case of any transfer pursuant to clause (1) or clause (n) of subsection (a) hereof upon receipt of the Outstanding Bonds by the Trustee together with a Request of the Authority to the Trustee a new Bond for each maturity shall be authenticated and delivered in the aggregate principal amount of the Bonds then Outstanding registered in the name of such successor or such substitute depository or their nominees as the case may be all as specified in such Request of the Authority (c) In the case of any transfer pursuant to clause (iii) of subsection (a) hereof upon receipt of the Outstanding Bonds by the Trustee together with a Written Request of the Authority to the Trustee new Bonds shall be authenticated and delivered in such denominations numbered in the manner determined by the Trustee and registered in the names of such persons as are requested in such a Written Request of the Authority subject to the limitations of Section 2 01 hereof provided the Trustee shall not be required to deliver such new Bonds within a period less than sixty (60) days from the date of receipt of such a Written Request of the Authority After any transfer pursuant to this subsection the Bonds shall be transferred pursuant to Section 2 05 (d) The authority and the Trustee shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws notwithstanding any notice to the contrary received by the Trustee or the Authority and the Authority and the Trustee shall have no responsibility for transmitting payments to communication with notifying or otherwise dealing with any beneficial owners of the Bonds and neither the Authority nor the Trustee will have any responsibility or obligations legal or otherwise to the beneficial owners or to any other party including DTC or its successor (or substitute depository or its successor) except for the Owner of any Bonds (e) So long as the Outstanding Bonds are registered in the name of Cede & Co or its registered assigns the Authority and the Trustee shall cooperate with Cede & Co as sole registered Owner or its registered assigns in effecting payment of the principal of and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due (f) Notwithstanding anything to the contrary contained herein so long as the Bonds are registered as provided in this Section 2 10 payment of principal of and interest on the Bonds shall be made in accordance with the Letter of Representations delivered to DTC with respect to the Bonds 459366632 18 AGENDA ITEM NO PAGE OF Section 2 11 Temporary Bonds The Bonds may be initially delivered in temporary form exchangeable for definitive Bonds when ready for delivery which temporary Bonds shall be printed lithographed or typewritten shall be of such denominations as may be determined by the Trustee shall be in fully registered form and shall contain such reference to any of the provisions hereof as may be appropriate Every temporary Bond shall be authenticated and delivered by the Trustee upon the same conditions and terms and in substantially the same manner as definitive Bonds If the Trustee authenticates and delivers temporary Bonds it will register and authenticate definitive Bonds and in that case upon demand of the Owner of any temporary Bonds such definitive Bonds shall be exchanged by the Trustee at its Corporate Trust Office without cost to such Owner for temporary Bonds upon surrender of such temporary Bonds and until so exchanged such temporary Bonds shall be entitled to the same benefit protection and security hereunder as the definitive Bonds executed and delivered hereunder All temporary Bonds surrendered pursuant to the provisions of this Section shall be canceled by the Trustee and shall not be redelivered ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS Section 3 01 Issuance of Bonds Upon the execution and delivery of this Indenture the Authority shall execute and deliver Bonds in the aggregate principal amount of Dollars($ ) to the Trustee for authentication and delivery to the original purchaser thereof upon the Written Request of the Authority Section 3 02 Application of Proceeds of Sale of Bonds and Other Amounts Upon the receipt of payment for the Bonds on the Closing Date the Trustee shall apply the proceeds of sale thereof in the amount of $ (being the principal amount of $ less an original issue discount of $ and less an underwriter s discount of $ ) as follows (a) The Trustee shall deposit the amount of $ in the Bond Purchase Fund which amount constitutes the purchase price of the District Bonds (b) The Trustee shall deposit the amount of $ in the Reserve Account of the Revenue Fund which amount is equal to the Reserve Requirement (c) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund (d) The Trustee shall transfer the amount of $ to the Escrow Agent for deposit in the Escrow Fund established under the Escrow Agreement Section 3 03 Bond Purchase Fund The Trustee shall establish and maintain a separate fund to be known as the Bond Purchase Fund into which shall be deposited a portion of the proceeds of the sale of the Bonds in the amount set forth in Section 3 02(a) The Trustee shall disburse all amounts in the Bond Purchase Fund on the Closing Date to purchase the District Bonds Following the disbursement of all amounts to purchase the District Bonds the Trustee shall close the Bond Purchase Fund 459366632 19 AGENDC Y tf M_�_ PACE, OF Section 3 04 Costs of Issuance Fund There is hereby established a fund to be held by the Trustee known as the Costs of Issuance Fund into which shall be deposited a portion of the Bond proceeds as set forth in Section 3 02 (c) The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance from time to time upon receipt of a Written Request of the Authority On the date which is sixty (60) days following the Closing Date or upon the earlier receipt by the Trustee of a Written Request of the Authority stating that all Costs of Issuance have been paid the Trustee shall transfer all remaining amounts in the Costs of Issuance Fund to the Revenue Fund The Authority may at any time file a Written Request of the Authority requesting that the Trustee retain a specified amount in the Costs of Issuance Fund and transfer to the Revenue Fund all remaining amounts and the Trustee shall comply with such request Section 3 05 Validity of Bonds The validity of the authorization and issuance of the Bonds shall not be affected in any way of any proceedings taken by the District with respect to the application of the proceeds of the sale of the District Bonds and the recital contained in the Bonds that the same are issued pursuant to the Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance ARTICLE IV REVENUES, FLOW OF FUNDS Section 4 01 Pledge of Revenues, Assignment of Rights The Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues and Redemption Revenues and a pledge of all of the moneys in the Interest Account the Principal Account and Reserve Account of the Revenue Fund in the Redemption Fund and in the Cash Flow Management Fund including all amounts derived ifrom the investment of such moneys The Bonds shall be equally secured by a pledge charge and first lien upon the Revenues and Redemption Revenues and such moneys without priority for number date of Bonds date of execution or date of delivery and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any thereof shall be and are secured by an exclusive pledge charge and first lien upon the Revenues and Redemption Revenues and such moneys So long as any of the Bonds are Outstanding the Revenues and Redemption Revenues and such moneys shall not be used for any other purpose except that out of the Revenues and Redemption Revenues there may be apportioned such sums for such purposes as are expressly permitted by Section 4 02 and Section respectively The Authority hereby transfers in trust and assigns to the Trustee for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right title and interest of the Authority (but not the obligations) in the District Bonds (other than the rights of the Authority under Sections 10 01 and 10 08 hereof and any rights of the Authority in the Rebate Account or to notices or consent herein) The Trustee shall be entitled to and shall receive all of the Revenues and any Revenues collected or received by the Authority shall be deemed to be held and to have been collected or received by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee The assignment to the Trustee is solely in its capacity as Trustee under this Indenture and in accepting such assignment and taking any actions with respect to the District Bonds the Trustee shall be entitled to all the indemnities protections immunities and limitations from liability afforded it as Trustee under this Indenture The Trustee also shall be entitled to and subject to the provisions hereof shall take all steps 459366632 20 AGENDA ITEIvi NO PAGE L _3�OF_&3 actions and proceedings reasonably necessary in its judgment to enforce either jointly with the Authority or separately all of the rights of the Authority and all of the obligations of the District under the District Bonds Section 4 02 Receipt, Deposit and Applications of Revenues (a) Deposit of Revenues, Revenue Fund All Revenues (excluding Redemption Revenues) shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the Revenue Fund which the Trustee shall establish maintain and hold in trust hereunder (b) Application of Revenues, Special Accounts On or before each Interest Payment Date the Trustee shall transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Revenue Fund) the following amounts in the following order of priority the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority (i) Interest Account On or before each applicable Interest Payment Date the Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Bonds on such Interest Payment Date All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity) (u) Principal Account On or before each date on which the principal of the Bonds shall be payable the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the aggregate amount of principal (including sinking fund payments) coming due and payable on such date on the Bonds pursuant to Section 2 01 All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds (including sinking fund payments) (ill) Reserve Account All amounts on deposit in the Revenue Fund on each Interest Payment Date not required to pay any interest on or principal of any Outstanding Bonds then having come due and payable shall be credited to the replenishment of the Reserve Account in an amount sufficient to maintain the Reserve Requirement therein The Authority shall deposit from the repayment of the District Bonds (and to the extent necessary from available surplus revenues with respect to other series of bonds issued by the Authority) and maintain an amount of money equal to the Reserve Requirement in the Reserve Account at all times while the Bonds are Outstanding Amounts in the Reserve Account will be used to pay debt service on the Bonds to the extent other moneys (including amounts in the Cash 459366632 21 AGENDA ITEM NO pAGEJCL_q_DF —�=�— Management Fund) are not available therefor Earnings on amounts in the Reserve Account shall be deposited into the Revenue Fund if and to the extent such earnings are not required to be retained in the Reserve Account to meet the Reserve Requirement Upon mandatory redemption from prepayment of the District Bonds amounts on deposit in the Reserve Account shall be reduced (to an amount not less than the Reserve Requirement) and the excess moneys shall be transferred to the Revenue Fund Amounts in the Reserve Account may be used to pay the final year s debt service on the Bonds (iv) Surplus All remaining amounts on September of each Iyear commencing September 2 2008 on deposit in the Revenue Fund shall be transferred to the Residual Fund (c) Rebate Account The Trustee shall deposit in the Rebate Account from time to time as set forth in this Indenture an amount determined by the Authority to be subject to rebate to the United States of America in accordance with Section 5 07(h) Amounts in the Rebate Account shall be applied and disbursed by the Trustee solely for the purposes and at the times set forth in written requests of the Authority filed with the Trustee pursuant to Section 5 07(h) The Trustee shall not be responsible for calculating rebate amounts or for the adequacy or correctness of any rebate report or rebate calculations The Trustee shall be deemed conclusively to have complied with the provisions of the Indenture and any other agreement relating to the Bonds regarding calculation and payment of rebate if it follows the directions of the Authority and it shall have no independent duty to review such calculations or enforce the compliance with such rebate requirements by the Authority Section 4 03 Cash Flow Management Fund (a) Establishment of Cash Flow Management Fund There is hereby established as a separate fund to be held by the Trustee the Cash Flow Management Fund to the credit of which a deposit shall be made as required by Section 4 05 hereof Moneys in the Cash Flow Management Fund shall be held in trust by the Trustee for the benefit of the Owners of the Bonds and shall be disbursed as provided below (b) Disbursement Moneys in the Cash Flow Management Fund shall be used (prior to any draw on the Reserve Account) solely for the purpose of paying the principal of including sinking fund payments and interest on any Bonds when due in the event that the moneys in the Interest Account or the Principal Account are insufficient therefor If the amounts in the Interest Account or the Principal Account are insufficient to pay the principal of including sinking fund payments or interest on any Bonds when due the Trustee shall withdraw from the Cash Flow Management Fund for deposit in the Interest Account or the Principal Account moneys necessary for such purposes In connection with any redemption of the Bonds or a partial defeasance of the Bonds in accordance with Section 2 02 hereof amounts in the Cash Flow Management Fund may be applied to such redemption or partial defeasance so long as the amount on deposit in the Cash Flow Management Fund following such redemption or partial defeasance equals the Cash Flow Management Fund Requirement To the extent that the Cash Flow Management Fund is at the Cash Flow Management Fund Requirement as of the first day of the final Bond Year for the 459366632 22 I I n Bonds amounts in the Cash Flow Management Fund may be applied to pay the principal of and interest due on the Bonds in the final Bond Year for such issue Moneys in the Cash Flow Management Fund in excess of the Cash Flow Management Fund Requirement not transferred in accordance with the preceding provisions of this paragraph shall be withdrawn from the Cash Flow Management Fund on September 2 of each year and transferred to the Residual Fund Section 4 04 Redemption Fund There is hereby established as a separate fund to be held by the Trustee the Redemption Fund to the credit of which the Authority shall deposit immediately upon receipt all Redemption Revenues Moneys in the Redemption Fund shall be held in trust by the Trustee for the benefit of the Authority and the Owners of the Bonds and shall be used to redeem Bonds pursuant to Sections 2 02(a) 2 02(c) and 2 02(d) hereof Section 4 05 Residual Fund (a) Establishment of Residual Fund There is hereby established as a separate fund to be held by the Trustee the Residual Fund to the credit of which a deposit shall be made as required by Section 4 02(b) hereof Moneys in the Residual Fund shall be held in trust by the Trustee for the benefit of the Authority and shall be disbursed as provided below i The amounts in the Residual Fund are not pledged to the repayment of the Bonds (b) Disbursement On September 2 of each year commencing September 2 2008 the Trustee shall transfer any amounts in the Residual Fund for the following purposes in the following order of priority (1) to the Cash Flow Management Fund an amount if any required to restore the amount on deposit in the Cash Flow Management Fund to the Cash Flow Management Fund Requirement (2) to the trustee with respect to any other series of local agency revenue bonds issued by the Authority an amount required to replenish any cash flow management fund to its cash management fund requirement or any reserve account to its reserve requirement (3) to the Fiscal Agent for deposit in the Optional Redemption Account of the Redemption Fund established under the Fiscal Agent Agreement for the redemption of the District Bonds unless the Trustee has received written direction from the Authority to expend such remaining funds held in the Residual Fund for any lawful purposes of the Authority including but not limited to paying or reimbursing the payment of the costs and expenses incurred by the City or the Authority in administering the Bonds and the District Bonds paying costs of public capital improvements or reducing the Special Taxes which are to be levied in the current or the succeeding Fiscal Year upon the properties which are subject to the Special Tax within the District Section 4 06 Investments All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments pursuant to the Written Request of the Authority given to the Trustee at least two (2) Business Days in advance of the making of such investments Each such written direction shall contain the representation of the Authority that the investments identified therein constitute Permitted Investments hereunder upon wluch the Trustee may conclusively rely In the absence 459366632 23 AGE X t BTZ n NO 1 1 I) PAGE ALLO-Pi3 of any such direction from the Authority the Trustee shall invest any such moneys in clause (d) of the definition of Permitted Investments Obligations purchased as an investment of moneys in any funds shall be deemed to be part of such fund or account All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made For purposes of acquiring any investments hereunder the Trustee may commingle funds held by it hereunder upon the Written Request of the Authority The Trustee or its affiliate may (but shall not be obligated to) act as principal or agent in the acquisition or disposition of any investment and shall be entitled to its customary fees therefore The Trustee is required to sell or present for redemption any Permitted Investment it purchases whenever it shall be necessary to provide monies to meet any required payment transfer withdrawal or disbursement from the fund to which such permitted investment is created The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur the Authority specifically waives receipt of such confirmations to the extent permitted by law The Trustee will furnish to the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder The Trustee may purchase or sell to itself or any affiliate as principal or agent investments authorized by this Section The Trustee may act as purchaser or agent in the making or disposing of any investment Such investments if registered shall be registered in the name of the Trustee for the benefit of the Owners and held by the Trustee The Trustee or any of its affiliates may act as sponsor advisor or manager or provide administrative services in connection with any Permitted Investments Section 4 07 Valuation and Disposition of Investments The Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture shall be acquired disposed of and valued at least annually at market value ARTICLE V COVENANTS OF THE AUTHORITY Section 5 01 Punctual Payment The Authority shall punctually pay or cause to be paid the principal interest and premium (if any) to become due in respect of all the Bonds in strict conformity with the terms of the Bonds and of this Indenture according to the true intent and meaning thereof but only out of Revenues and other assets pledged for such payment as provided in this Indenture Section 5 02 Extension of Payment of Bonds The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended such Bonds or claims for interest shall not be entitled in case of any 459366632 24 AGENDA ITEM NO PAGE 1 G% % OF default hereunder to the benefits of this Indenture except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds and such issuance shall not be deemed to constitute an extension of maturity of the Bonds Section 5 03 Against Encumbrances The Authority shall not create or permit the creation of any pledge lien charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding except the pledge and assignment created by this Indenture Subject to this limitation the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes including other programs under the Bond Law and reserves the right to issue other obligations for such purposes Section 5 04 Power to Issue Bonds and Make Pledge and Assignment The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues the District Bonds and other assets purported to be pledged and assigned respectively under this Indenture in the manner and to the extent provided in this Indenture The Bonds and the provisions of tlus Indenture are and will be the legal valid and binding special obligations of the Authority in accordance with their terms and the Authority and the Trustee subject to the provisions of this Indenture shall at all times to the extent permitted by law defend preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever Section 5 05 Accounting Records and Financial Statements The Trustee shall at all times keep or cause to be kept proper books of record and account prepared in accordance with industry standards in which complete and accurate entries shall be made of all transactions made by the Trustee relating to the proceeds of Bonds the Revenues and all funds and accounts established by the Trustee pursuant to this Indenture Such books of record and account shall be available for inspection by the Authority during regular business hours with reasonable prior notice Not later than 45 days following each Interest Payment Date the Trustee shall prepare and file with the Authority a report setting forth (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee under the Indenture (n) the balance on deposit in each fund and account as of the date for which such report is prepared and (111) a brief description of all obligations held as investments in each fund and account Copies of such reports may be mailed to any owner of at least 50% aggregate principal amount of Bonds Outstanding upon the owner s written request at a cost not to exceed the Trustee s actual costs of duplication and mailing Said reports may be in the form of the Trustee s regular semiannual statements Section 5 06 No Additional Parity Debt Except for the Bonds or bonds issued for the purpose of refunding the Bonds the Authority covenants that no additional bonds notes or other indebtedness shall be issued or incurred which are payable out of the Revenues in whole or in part 459366632 25 AGENDA ITEM NJ -_I PAGQ!�0 ur'30 Section 5 07 Tax Covenants Relating to Bonds (a) Special Definitions When used in this Section the following terms have the following meanings (i) Bonds means unless otherwise qualified the Bonds (u) Code means the Internal Revenue Code of 1986 as amended (iii) Computation Date has the meaning set forth in section 1 148 1(b) of the Tax Regulations (iv) Gross Proceeds means any proceeds as defined in section 1 148 1(b) of the Tax Regulations (referring to sales investment and transferred proceeds) and any replacement proceeds as defined in section 1 148 1(c) of the Tax Regulations of the Bonds (v) Investment has the meaning set forth in section 1 148 1(b) of the Tax Regulations (vi) Nonpurpose Investment means any investment property as defined in section 148(b) of the Code in which Gross Proceeds of the Bonds are invested and that is not acquired to carry out the governmental purposes of that series of Bonds (vu) Rebate Amount has the meaning set forth in section 1 148 1(b) of the Tax Regulations (viii) Tax Regulations means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code or section 103 of the 1954 Code as applicable (ix) Yield of any Investment has the meaning set forth in section 1 148 5 of the Tax Regulations and of any issue of governmental obligations has the meaning set forth in section 1 148 4 of the Tax Regulations (b) Not to Cause Interest to Become Taxable The Authority covenants that it shall not use and shall not permit the use of and shall not omit to use Gross Proceeds or any other amounts (or any property the acquisition construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted respectively could cause the interest on any Bond to fail to be excluded pursuant to Section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes Without limiting the generality of the foregoing unless and until the Trustee receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect such exclusion of the interest on any Bond from the gross income of the owner thereof for federal income tax purposes the Authority shall comply with each of the specific covenants in this Section 459366632 26 AGENDA ITEM NO_ PAGEJ_q�GP--&0-3 (c) Private Use and Private Payments Except as would not cause any Bond to become a private activity bond within the meaning of section 141 of the Code and the Tax Regulations the Authority shall take all actions necessary to assure that the District at all times prior to the final cancellation of the last of the Bonds to be retired (i) exclusively owns operates and possesses all property the acquisition construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds and not use or permit the use of such Gross Proceeds (including through any contractual arrangement with terms different than those applicable to the general public) or any property acquired constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency department and instrumentality thereof) other than a state or local government unless such use is solely as a member of the general public and (n) does not directly or indirectly impose or accept any charge or other payment by any person or entity (other than a state or local government) who is treated as using any Gross Proceeds of the Bonds or any property the acquisition construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (d) No Private Loan Except as would not cause any Bond to become a private activity bond within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder the Authority shall not use or permit the use of Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government For purposes of the foregoing covenant such Gross Proceeds are considered to be loaned to a person or entity if (i) property acquired constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes (n) capacity in or service from such property is committed to such person or entity under a take or pay output or similar contract or arrangement or (lii) indirect benefits of such Gross Proceeds or burdens and benefits of ownership of any property acquired constructed or improved with such Gross Proceeds are otherwise transferred in a transaction that is the economic equivalent of a loan (e) Not to Invest at Higher Yield Except as would not cause the Bonds to become arbitrage bonds within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder the Authority shall not (and shall not permit any person to) at any time prior to the final cancellation of the last Bond to be retired directly or indirectly invest Gross Proceeds in any Investment if as a result of such investment the Yield of any Investment acquired with Gross Proceeds whether then held or previously disposed of would materially exceed the Yield of the Bonds within the meaning of said section 148 (f) Not Federally Guaranteed Except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder the Authority shall not take or omit to take (and shall not permit any person to take or omit to take) any action that would cause any Bond to be federally guaranteed within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder 459366632 27 AGPn DA JTCM4 lao _ (g) Information Report The Authority shall timely file any information required by section 149(e) of the Code with respect to Bonds with the Secretary of the Treasury on Form 8038 G or such other form and in such place as the Secretary may prescribe (h) Rebate of Arbitrage Profits Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations (1) The Authority shall account for all Gross Proceeds (including all receipts expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged However to the extent permitted by law the Authority may commingle Gross Proceeds of Bonds with its other monies provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith (ii) Not less frequently than each Computation Date the Authority shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder The Authority shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date (iii) In order to assure the excludability pursuant to section 103(a) of the Code of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes the Authority shall pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of the Final Computation Date as defined in section 1 148 3(e)(2) of the Tax Regulations one hundred percent (100 %) of the Rebate Amount on such date and (u) in the case of any other Computation Date ninety percent (90 %) of the Rebate Amount on such date Upon the Written Request of the Authority the Trustee shall pay over to the Authority amounts in the Rebate Account for such purpose In all cases such rebate payments shall be made by the Authority at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder and shall be accompanied by Form 8038 T or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder for execution and filing by the Authority (iv) Not to Divert Arbitrage Profits Except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder the Authority shall not and shall not permit any person to at any time prior to the final cancellation of the last of the Bonds to be retired enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm s length and had the Yields on the Bonds not been relevant to either party (i) Bonds Not Hedge Bonds (1) The Authority represents that none of the Bonds is or will become a hedge bond within the meaning of section 149(g) of the Code 459366632 28 AGENDA ITEM hW PAGE 9 OF Il 0) Elections The Authority hereby directs and authorizes any Authority Representative to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations as such Representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds in the Certificate as to Tax Exemption or similar or other appropriate certificate form or document (k) Closing Certificate The Authority agrees to execute and deliver in connection with the issuance of the Bonds a Tax and Nonarbifrage Certificate or similar document containing additional representations and covenants pertaining to the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes which representations and covenants are incorporated as though expressly set forth herein Section 5 08 District Bonds The Trustee as assignee of the Authority rights pursuant to Section 4 01 shall (subject to the provisions of this Indenture) promptly collect all amounts due as principal and interest on District Bonds from the District and subject to the provisions hereof shall enforce and take all steps actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations of the District thereunder Section 5 09 Further Assurances The Authority shall cause to be collected and paid to the Trustee all Revenues payable with respect to the District Bonds as such Revenues become due and payable The Authority will adopt make execute and deliver any and all such further resolutions instruments and assurances as may be reasonably necessary or property to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture Section 5 10 Immunity The Authority is not entitled to any immunity sovereign or otherwise from any legal proceedings to enforce or collect upon this Indenture or the Bonds To the extent that the Authority has or hereafter may acquire any right to immunity the Authority hereby waives such rights for itself in respect of its obligations ansmg under this Indenture and the Bonds ARTICLE VI THE TRUSTEE Section 6 01 Appointment of Trustee Union Bank of California N A in Los Angeles California is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate use and apply the same as provided in this Indenture The Authority agrees that it will maintain a Trustee having a corporate trust office in the State with a combined capital and surplus of at least Fifty Million Dollars ($50 000 000) and subject to supervision or examination by federal or State authority so long as any Bonds are Outstanding If such bank or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to then for the purpose of this Section 6 01 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published 459366632 29 AGENDA I1TEr'I AD I i. _ PAGE -o Q a OF� The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity or on redemption or purchase prior to maturity and to cancel all Bonds upon payment thereof The Trustee shall keep accurate records of all funds administered by it and of all Bonds paid and discharged Section 6 02 Acceptance of Trusts The Trustee hereby accepts the trusts imposed upon it by this Indenture and agrees to perform said trusts but only upon and subject to the following express terms and conditions (a) The Trustee prior to the occurrence of an Event of Default and after curing of all Events of Default which may have occurred undertakes to perform such duties and only such duties as are specifically set forth in this Indenture In case an Event of Default hereunder has occurred (which has not been cured or waived) the Trustee may exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill and diligence in their exercise as a prudent person would use in the conduct of its °own affairs (b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys agents or receivers and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder The Trustee may conclusively rely on an opinion of counsel as full and complete protection for any action taken or suffered by it hereunder (c) The Trustee shall not be responsible for any recital herein or to the Bonds or for any of the supplements hereto or thereto or instruments or further assurance or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants conditions or agreements on the part of the Authority hereunder (d) The Trustee may become the Owner of Bonds secured hereby with the same rights which it would have if not the Trustee may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee and may act as a depository for and permit any of its officers or directors to act as a member of or in any other capacity with respect to any committee formed to protect the rights of Owners of Bonds whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding (e) The Trustee shall be protected in acting upon any notice request consent certificate order affidavit letter telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons Any action taken or omitted to be taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefore or in place thereof The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at his request unless the ownership of such Bond by such person shall be reflected on the Registration Books 459366632 30 ACE(NrA t i {,) --J-4 � � PAGE ll �J (f) As to the existence or non existence of any fact or as to the sufficiency or validity of any instrument paper or proceeding the Trustee shall be entitled to rely upon a Certificate of the Authority as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default hereunder of which the Trustee has been given notice or is deemed to have notice as provided in Section 6 02(h) hereof shall also be at liberty to accept a Certificate of the Authority to the effect that any particular dealing transaction or action is necessary or expedient but may at its discretion secure such further evidence deemed by it to be necessary or advisable but shall in no case be bound to secure the same (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct The immunities and exceptions from liability of the Trustee shall extend to its officers directors employees and agents (h) The Trustee shall not be required to take notice or be deemed to shave notice of any Event of Default hereunder except failure by the Authority to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds unless the Trustee shall be specifically notified in writing of such default by the Authority or by the Owners of at least twenty five percent (25 %) in aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee must in order to be effective be delivered at the Corporate Trust Office of the Trustee and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid (i) At any and all reasonable times the Trustee and its duly authorized agents attorneys experts accountants and representatives shall have the right (but not the duty) fully to inspect all books papers and records of the Authority pertaining to the Bonds and to make copies of any of such books papers and records such as may be desired but which is not privileged by statute or by law 0) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises hereof (k) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds the withdrawal of any cash the release of any property or any action whatsoever within the purview of this Indenture the Trustee shall have the right but shall not be required to demand any showings certificates opinions appraisals or other information or corporate action or evidence thereof as may be deemed desirable for the purpose of establishing the right of the Authority to the execution of any Bonds the withdrawal of any cash or the taking of any other action by the Trustee (1) Before taking the action referred to in Section 8 02 the Trustee may require that a satisfactory mdemmty bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability except liability which is adjudicated to have resulted from its negligence or willful default in connection with any such action 459366632 31 AGEitUa 0 I4 PAGE IV.8F.2 (m) All moneys received by the Trustee shall until used or applied or invested as herein provided be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law (n) The Trustee shall have no responsibility or liability with respect to any information statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds Section 6 03 Fees, Charges and Expenses of Trustee The Trustee shall be entitled to payment and reimbursement for reasonable fees for its services rendered hereunder and all advances counsel fees (including expenses) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services Upon the occurrence of an Event of Default hereunder but only upon an Event of Default the Trustee shall have a first lien' with right of payment prior to payment of any Bond upon the amounts held hereunder for the foregoing fees charges and expenses incurred by it respectively The Trustee s right to payment of its fees and expenses shall survive the discharge and payment or defeasance of the Bonds and termination of the Indenture and the resignation or removal of the Trustee Section 6 04 Notice to Bond Owners of Default If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice as provided in Section 6 02(h) hereof then the Trustee shall promptly give written notice thereof by first class mail to the Owner of each such Bond unless such Event of Default shall have been cured before the giving of such notice provided however that unless such Event of Default consists of the failure by the Authority to make any payment when due the Trustee may elect not to give such notice to the Bond Owners if and so long as the Trustee in goodlifaith determines that such Event of Default does not materially adversely affect the interests of the Bond Owners or that it is otherwise not in the best interests of the Bond Owners to give such notice Section 6 05 Intervention by Trustee In any judicial proceeding to which the Authority is a party which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of Owners of any of the Bonds ansmg under this Indenture the Trustee may intervene on behalf of such Bond Owners and subject to Section 6 02(1) hereof shall do so if requested in writing by the Owners of at least twenty five percent (25 %) aggregate principal amount of such Bonds then Outstanding Section 6 06 Removal of Trustee The Owners of a majority in aggregate principal amount of the Outstanding Bonds may at any time or the Authority may (and the Authority at the request of the District shall) so long as no Event of Default shall have occurred and then be continuing remove the Trustee initially appointed and any successor thereto by an instrument or concurrent instruments in writing delivered to the Trustee at least thirty (30) days prior to the effective date of such removal whereupon the Authority or such Owners as the case may be shall appoint a successor or successors thereto provided that any such successor shall be a' bank or trust company meeting the requirements set forth in Section 6 01 Section 6 07 Resignation by Trustee The Trustee and any successor Trustee may at any time give thirty (30) days written notice of its intention to resign as Trustee hereunder such 459366632 32 ArENDA ITrM p�t�yaOS_ut _3.03_ notice to be given to the Authority and the District by registered or certified mail Upon receiving such notice of resignation the Authority shall promptly appoint a successor Trustee Section 6 08 Appointment of Successor Trustee In the event of the removal or resignation of the Trustee pursuant to Sections 6 06 or 6 07 respectively with the prior written consent of the District the Authority shall promptly appoint a successor Trustee In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within ninety' (90) days following the delivery to the Trustee of the instrument described in Section 6 06 or within ninety (90) days following the receipt of notice by the Authority pursuant to Section 6 07 the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6 01 hereof Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Authority purporting to appoint a successor Trustee following the expiration of such ninety day period Any resignation or removal of the Trustee pursuant to Section 6 06 or Section 6 07 and appointment of a successor Trustee shall become effective upon written acceptance of appointment by the successor Trustee Upon such acceptance the Authority shall cause notice thereof to be given by first class mail postage prepaid to the Bond Owners at their respective addresses set forth on the Registration Books Section 6 09 Merger or Consolidation Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business provided that such company shall meet the requirements set forth in Section 6 01 shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts powers discretion immunities privileges and all other matters as was its predecessor without the execution or filing of any paper or further act anything herein to the contrary notwithstanding Section 610 Concerning any Successor Trustee Every successor Trustee appointed hereunder shall execute acknowledge and deliver to its predecessor and also to the Authority an instrument in wasting accepting such appointment hereunder and thereupon such successor without any further act deed or conveyance shall become fully vested with all the estates properties rights powers trusts duties and obligations of its predecessors but such predecessor shall nevertheless on the request of the Authority or of the Trustee s successor execute and deliver an instrument transferring to such successor all the estates properties rights powers and trusts of such predecessor hereunder and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate rights powers and duties hereby vested or intended to be vested in the predecessor Trustee any and all such instruments in writing shall on request be executed acknowledged and delivered by the Authority Section 6 11 Appointment to Co Trustee It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as 459366632 33 AOFN ®R ITEMg, O� _\1' YFS� OF° W 3 Trustee in such jurisdiction It is recognized that in the case of litigation under this Indenture and in particular in case of the enforcement of the rights of the Trustee on default or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers rights or remedies herein granted to the Trustee or hold title to the properties in trust as herein granted or take any other action which may be desirable or necessary in connection therewith it may be necessary that the Trustee appoint an additional individual or institution as a separate or co trustee The following provisions of this Sectioni6 11 are adopted to these ends In the event that the Trustee appoints an additional individual or institution as a separate or co trustee each and every remedy power right claim demand cause of action immunity estate title interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co trustee but only to the extent necessary to enable such separate or co trustee to exercise such powers rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co trustee shall run to and be enforceable by either of them Should any instrument in writing from the Authority be required by the separate trustee or co trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties rights powers trusts duties and obligations any and all such instruments in writing shall on request be executed acknowledged and delivered by the Authority In case any separate trustee or co trustee or a successor to either shall become incapable of acting resign or be removed all the estates properties rights powers trusts duties and obligations of such separate trustee or co trustee so far as permitted by law shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co trustee Section 612 Indemnification, Limited Liability of Trustee The Authority further covenants and agrees to indemnify and save the Trustee and its officers directors agents and employees harmless against any loss costs claims expense and liabilities which it may incur ansmg out of or in the exercise and performance of its powers and duties hereunder including the costs and expenses of defending against any claim of liability but excluding any and all losses costs claims expenses and liabilities which are due to the negligence or willful misconduct of the Trustee its officers directors agents or employees No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder if it is not assured to its satisfaction that repayment of such funds or adequate indemnity against such liability or risk is not assured to it The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of the Owners of a majority in aggregate principal amount of Bonds Outstanding relating to the time method and place of conducting any proceeding or remedy available to the Trustee under this Indenture The obligations of the Authority under this paragraph shall survive the resignation or removal of the Trustee under this Indenture or any defeasance of the Bonds 459366632 34 ACRIDA it E0 %90 _ -- P t �: a00 -0�_3�3 ARTICLE VII MODIFICATION AND AMENDMENT OF THE INDENTURE Section 7 01 Amendment Hereof (a) This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which shall become binding upon execution by the Authority and the Trustee and upon prior written consent of the District without consent of any Bond Owners to the extent permitted by law but only for any one or more of the following purposes (1) to add to the covenants and agreements of the Authority contained in this Indenture other covenants and agreements hereafter to be observed to pledge or assign additional security for the Bonds (or any portion thereof) or to surrender any right or power herein reserved to or conferred upon the Authority (u) to make such provisions for the purpose of curing any ambiguity inconsistency or omission or of curing or correcting any defective provision contained in this Indenture or in any other respect whatsoever as the Authority may deem necessary or desirable provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners in the opinion of Bond Counsel (u1) to modify amend or supplement the Indenture in such manner as to permit the qualification of this Indenture under the Trust Indenture Act of 1939 as amended or any similar federal statute hereafter in effect and to add such other terms conditions and provisions as may be permitted by said act or similar federal statute or (iv) to make such additions deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds (b) Except as set forth in the preceding paragraph of this Section 7 01 j tlus Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may only be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal interest or premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto modify any of the rights or obligations of the Trustee (c) The Trustee shall be provided an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VII and the Trustee may conclusively rely upon such opinion 459366632 35 AGcNC3A iii , NO PAGE 2b 0-1 -Z—a3 Section 7 02 Effect of Supplemental Indenture From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII this Indenture shall be deemed to be modified and amended in accordance therewith the respective rights duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds as the case may be shall thereafter be determined exercised and enforced hereunder subject in all respects to such modification and amendment and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes Section 7 03 Endorsement or Replacement of Bonds After Amendment After the effective date of any action taken as heremabove provided the Authority may determine that the Bonds shall bear a notation by endorsement in form approved by the Authority as to such action and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Corporate Trust Office of the Trustee a suitable notation as to such action shall be made on such Bond If the Authority shall so determine new Bonds so modified as in the opinion of the Authority shall be necessary to conform to such Bond Owners action shall be prepared and executed and in that case ,upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Corporate Trust Office of the Trustee without cost to each Bond Owner for Bonds then Outstanding upon surrender of such Outstanding Bonds Section 7 04 Amendment by Mutual Consent The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Bond held by him provided that due notation thereof is made on such Bond ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8 01 Events of Default The following events shall be Events of Default hereunder (a) Default in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable whether at maturity as therein expressed by proceedings for redemption by acceleration or otherwise (b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable (c) Failure by the Authority to observe and perform any of the covenants agreements or conditions on its part in this Indenture or in the Bonds contained other than as referred to in the preceding clauses (a) and (b) for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the Authority by the Trustee or to the Authority and the Trustee by the Owners of the Bonds of not less than twenty five percent (25 %) in the aggregate principal amount of the Bonds at that time Outstanding provided however that if in the reasonable opinion of the Authority provided to the Trustee in writing the failure stated in such notice can be corrected but not within such thirty (30) day period such failure shall not constitute an Event of Default if corrective action is 459366632 36 Ac,.r E' w 1 E F eft tso instituted by the Authority within such thirty (30) day period and diligently pursued until such failure is corrected (d) The filing by the Authority of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the Authority seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property Section 8 02 Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of and interest and premium (if any) on the Bonds and to enforce any rights of the Trustee under or with respect to this Indenture If an Event of Default shall have occurred and be continuing the Trustee may if requested so to do by the Owners of a majority in aggregate principal amount of Outstanding Bonds and indemnified as provided in Section 6 02(1) the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII as the Trustee being advised by counsel shall deem most expedient in the interests of the Bond Owners No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy but each and every, such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity No delay or omission to exercise any rights or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein such right or power may be exercised from time to time as often as may be deemed expedient Section 8 03 Application of Revenues and Other Funds After Default All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee in the following order 'Upon presentation of the several Bonds and the stamping thereon of the amount of the payment if only partially paid or upon the surrender thereof if fully paid First to the payment of the fees costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII including reasonable compensation to its agents attorneys and counsel and any outstanding fees and expenses of the Trustee and Second to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds provided however that in the event such amounts shall be insufficient to pay in full the full 459366632 37 AGENDA ITEM, L10 GE pAGEC - amount of such interest and principal then such amounts shall be applied in the following order of priority (a) first to the payment of all installments of interest on the Bonds then due and unpaid (b) second to the payment of all installments of principal of the Bonds,then due and unpaid (c) third to the payment of the redemption price (including principal and interest accrued to the redemption date but excluding any premium) of the Bonds to be redeemed pursuant to this Indenture and (d) fourth to the payment of interest on overdue installments of principal and interest on the Bonds Section 8 04 Power of Trustee to Control Proceedings hi the event that the Trustee upon the happening of an Event of Default shall have taken any action by judicial proceedings or otherwise pursuant to its duties hereunder whether upon its own discretion or upon the request of the Owners of at least a majority in aggregate principal amount of the Bonds, then Outstanding it shall have full power in the exercise of its discretion for the best interests of the Owners of the Bonds with respect to the continuance discontinuance withdrawal compromise settlement or other disposal of such action provided however that the Trustee shall not unless there no longer continues an Event of Default discontinue withdraw compromise or settle or otherwise dispose of any litigation pending at law or in equity if at the time there has been'filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds opposing such discontinuance withdrawal compromise settlement or other disposal of such litigation Any suit action or proceeding which any Owner of Bonds shall1have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder by taking and holding the same shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purpose of bringing any such suit action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes as may be necessary or advisable in the opinion of the Trustee as such attorney in fact Section 8 05 Appointment of Receivers Upon the occurrence of an Event of Default hereunder and upon the filing of a suit or other commencement of ,judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture the Trustee shall be entitled as a matter of right to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder pending such proceedings with such powers as the court making such appointment shall confer Section 8 06 Non Waiver Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds shall affect or impair the obligation of the Authority which is absolute and unconditional to pay the interest on and principal of the Bonds to the respective 459366632 38 ROCa..i'1'iuti i,...ryl# #tb _ I Owners of the Bonds at the respective dates of maturity as herein provided out of the Revenues and other moneys herein pledged for such payment A waiver of any default or breach or duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default or breach shall impair any such right or power or shall be construed to be a waiver of any such default or breach or an acquiescence therein and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners as thecase may be Section 8 07 Rights and Remedies of Bond Owners No Owner of any Bond issued hereunder shall have the right to institute any suit action or proceeding at law or in equity for any remedy under or upon this Indenture unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default (b) the Owners of a majority in aggregate principal amount of all Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers herembefore granted or to institute such action suit or proceeding in its own name (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs expenses and liabilities to be incurred in compliance with such request (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by and said tender of indemnity shall have been made to the Trustee and (e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60) day period by the Owners of majority in aggregate principal amount of the Bonds then Outstanding Such notification request tender of indemnity and refusal or omission are hereby declared in every case to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture except in the manner herein provided and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment shall not be impaired or affected without the written consent of such Owner notwithstanding the foregoing provisions of this Section 8 07 or any other provision of this Indenture Section 8 08 Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely then and in every such case the Authority the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder respectively with regard 459366632 39 AGEMDOA MCI- 10 FAGE�G -— to the property subject to this Indenture and all rights remedies and powers of the Trustee shall continue as if no such proceedings had been taken ARTICLE IX [RESERVED] ARTICLE X MISCELLANEOUS Section 10 01 Limited Liability of Authority Notwithstanding anything in this Indenture contained the Authority shall not be required to advance any moneys denved 'from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds or any premiums upon the redemption thereof or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Revenues) The Authority may however advance funds for any such purpose provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness The Bonds shall be revenue bonds payable exclusively from the Revenues and other funds as in this Indenture provided The general fund of the Authority is not liable and the credit of the Authority is not pledged for the payment of the interest and premium (if any) on or principal of the Bonds The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority The principal of and interest on the Bonds and any premiums upon the redemption of any thereof shall not be a legal or equitable pledge charge hen or encumbrance upon any property of the Authority or upon any of its income receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Indenture provided Section 10 02 Benefits of Indenture Limited to Parties Nothing in this Indenture expressed or implied is intended to give to any person other than the Authority the District the Trustee and the Owners of the Bonds any right remedy or claim under or by reason of this Indenture Any covenants stipulations promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee the District and the Owners of the Bonds Section 10 03 Discharge of Indenture If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways (a) by well and truly paying or causing to be paid the principal of and the interest and premium (if any) on such Bonds as and when the same become due and payable (b) by irrevocably depositing with the Trustee in trust at or before maturity money which altogether with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture is fully sufficient to pay such Bonds including all principal interest and premiums (if any) or (c) by irrevocably depositing with the Trustee or any other fiduciary in trust Defeasance Securities in such amount as an Independent Accountant shall determine will 459366632 40 AGL4,u- , t L PAGE together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal interest and redemption premiums) at or before their respective maturity dates and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been mailed pursuant to Section 2 02(f) or provision satisfactory to the Trustee 'shall have been made for the mailing of such notice then at the Written Request of the Authority and notwithstanding that any of such Bonds shall not have been surrendered for payment the pledge of the Revenues and other funds provided for in this Indenture with respect to'such Bonds pledge of Revenues and all other pecuniary obligations of the Authority under) this Indenture with respect to all such Bonds shall cease and terminate except only the obligation of the Authority to pay or cause to be paid to the Owners of such Bonds not so surrendered and'paid all sums due thereon from amounts set aside for such purpose as aforesaid and all expenses and costs of the Trustee Any funds held by the Trustee following any payments or discharge of the Outstanding Bonds pursuant to this Section 10 03 which are not required for said purposes 'shall be paid over to the Authority Section 10 04 Successor Is Deemed Included in All References to Predecessor Whenever in this Indenture or any Supplemental Indenture the Authority is named or referred to such reference shall be deemed to include the successor to the powers duties and functions with respect to the management administration and control of the affairs of the Authority that are presently vested in the Authority and all the covenants agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not Section 10 05 Content of Certificates Every certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based (c) a statement that in the opinion of the signers they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether in the opinion of the signers such condition or covenant has been complied with Any such certificate made or given by an officer of the Authority may be based insofar as it relates to legal matters upon a certificate or opinion of or representations by counsel unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous Any such certificate or opinion or representation made or given by counsel may be based insofar as it relates to factual matters on information with respect to which is in the possession of the Authority or upon the certificate or opinion of or representations by an officer or officers of the Authority unless such counsel knows that the certificate or opinion or representations with respect to the matters upon 459366632 41 AGENDA 9iE "n44'HO� . ��- PACE U which his certificate opinion or representation may be based as aforesaid are erroneous or in the exercise of reasonable care should have known that the same were erroneous Section 10 06 Election of Documents by Bond Owners Any request consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by their agent or agents duly appointed in writing Proof of the execution of any such request consent or other instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 10 06 The fact and date of the execution by any person of any such request consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any junsdiction authorized by the laws thereof to take acknowledgments of deeds certifying that the person signing such request consent or other instrument or writing acknowledged to him the execution thereof The ownership of Bonds shall be proved by the Registration Books Any request consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request consent or vote In lieu of obtaining any demand request direction consent or waiver in writing the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligations as the Trustee considers fair and reasonable for the purpose of obtaining any such action Section 10 07 Disqualified Bonds In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand request direction consent or waiver under this Indenture Bonds which are owned or held by or for the account of the District or the Authority (but excluding Bonds held in any employees retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination provided however that for the purpose of determining whether the Trustee shall be protected in relying on any such demand request direction consent or waiver only Bonds which the Trustee knows to be so owned or held shall be disregarded Section 10 08 Waiver of Personal Liability No officer agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds but nothing herein contained shall relieve any such officer agent or employee from the performance of any official duty provided by law Section 10 09 Partial Invalidity If any one or more of the covenants or agreements or portions thereof provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law then such covenant or covenants such agreement or agreements or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds but the Bond Owners shall retain all rights and benefits accorded to them under the Bond Law or any other applicable provisions of law The Authority 459366632 42 AGENDA 1Tr1I NO � - CT hereby declares that it would have entered into this Indenture and each and every other section paragraph subdivision sentence clause and phrase hereof and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more sections paragraphs subdivisions sentences clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional unenforceable or invalid Section 10 10 Destruction of Canceled Bonds Whenever in this Indenture provision is made for the surrender to the Authority of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture the Trustee shall destroy such Bonds Section 10 11 Funds and Accounts Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee as the case may be either as a fund or an account and may for the purpose of such records any audits thereof and any reports or statements with respect thereto be treated either as a fund or as an account All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with industry practices in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the form of multiple funds accounts or sub accounts therein Section 10 12 Payment on Business Days Whenever in this Indenture any amount is required to be paid on a day which is not a Business Day such payment shall be required to be made on the Business Day immediately following such day provided that interest shall not accrue from and after such day Section 10 13 Notices Any notice request complaint demand or other communication under this Indenture shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below or by telecopy or other form of telecommunication at its number set forth below Notice shall be effective either (a) upon transmission by telecopy or other form of telecommunication (b) 48 hours after deposit in the United States mail postage prepaid or (c) in the case of personal delivery to any person upon actual receipt The Authority the District or the Trustee may by written notice to the other parties from time to time modify the address or number to which communications are to be given hereunder If to the Authority Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore California 92530 Attention Executive Director 459366632 43 i AGENDA JEA1 NO PmCcZRO CF 3c7� If to the District City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) c/o City of Lake Elsinore 130 South Main Street Lake Elsinore California 92530 Attention City Manager If to the Trustee Union Bank of California N A 120 South San Pedro Street Suite 400 Los Angeles California 90012 Attention Corporate Trust Services Section 10 14 Unclaimed Moneys Anything in this Indenture to the contrary notwithstanding subject to the laws of the State any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds or any interest thereon have become due and payable either at their stated maturity dates or by call for earlier redemption if such moneys were held by the Trustee at such date or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable shall be repaid by the Trustee to the Authority as its absolute property and free from trust and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds provided however that before being required to make any such payment to the Authority the Trustee shall at the expense of the Authority cause to be mailed to the Owners of all such Bonds at their respective addresses appearing on the Registration Books a notice that said moneys remain unclaimed and that after a date named in said notice which date shall not be less than thirty (30) days after the date of mailing of such notice the balance of such moneys then unclaimed will be returned to the Authority Section 10 15 Governing Law This Agreement shall be construed and governed in accordance with the laws of the State of California Section 10 16 Execution of Counterparts This Indenture may be executed in any number of counterparts each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument 459366632 44 AGENDA ITFB" Fat? Fstli�p�,�� r.7CJ3 IN WITNESS WHEREOF the LAKE ELSINORE PUBLIC FINANCING AUTHORITY has caused this Indenture to be signed in its name and UNION BANK OF CALIFORNIA NA in token of its acceptance of the trust created hereunder has caused this Indenture to be signed in its corporate name by its officer identified below all as of the day and year first above written ATTEST Lm Secretary 459366632 LAKE ELSINORE PUBLIC FINANCING AUTHORITY m Executive Director UNION BANK OF CALIFORNIA N A as Trustee a Authorized Officer 45 p,G€:4 G` ej�� EXHIBIT A FORM OF BOND No R UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE OF TRUST) TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO, HAS AN INTEREST HEREIN UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (CFD 88 3 REFUNDING) 2008 SERIES A RATE OF INTEREST MATURITY DATE DATED DATE CUSIP REGISTERED OWNER Cede & Co PRINCIPAL AMOUNT The LAKE ELSINORE PUBLIC FINANCING AUTHORITY a joint powers authority organized and existing under the laws of the State of California (the Authority ) for value received hereby promises to pay (but only out of the Revenues and other moneys and securities hereinafter referred to) to the Registered Owner identified above or registered assigns (the Registered Owner ) on the Maturity Date identified above the Principal Amount identified above in lawful money of the United States of America and to pay interest thereon at the Rate of Interest identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the first calendar day of the month in which such Interest Payment Date occurs in which event it shall bear interest from such Interest Payment Date or unless this Bond is authenticated on or prior to February 15 2008 in which event it shall bear interest from the Dated Date identified above provided however that if at the time of authentication of this Bond interest is in default on this Bond this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment) payable semiannually on March 1 and September 1 in each year commencing March 1 2008 (each an Interest Payment Date ) until payment of such Principal Amount in 459366632 A 1 full The Principal Amount hereof is payable upon presentation hereof at the corporate trust office of Union Bank of California, N A (the Corporate Trust Office ) of Union Bank of California N A as trustee (the Trustee ) or such other place as designated by the Trustee Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the Registration Books of the Trustee as of the first calendar day of the month in which such Interest Payment Date occurs except that at the written request of the owner of at least $1000 000 in aggregate principal amount of outstanding Bonds filed with the Trustee prior to the fifteenth calendar day of the month preceding any Interest Payment Date interest on such Bonds shall be paid to such owner on such Interest Payment Date by wire transfer of immediately available funds to an account in the continental United States designated in such written request Notwithstanding any other provision herein to the contrary so long as this Bond shall be registered in book entry only form the payment of the principal of and redemption premium if any and interest on this Bond shall be paid in immediately available funds in such manner as determined by the Authority the Trustee and the Owner It is hereby certified that all things conditions and acts required to exist to have happened and to have been performed precedent to and in the issuance of this Bond do exist have happened and have been performed in due time form and manner as required by the Constitution and statutes of the State of California and by the Act and that the amount of this Bond together with all other indebtedness of the Authority does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Act This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee This Bond is one of a duly authorized issue of bonds of the Authority designated the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Bonds ) limited in principal amount to $ secured by an Indenture of Trust dated as of January 1 2008 (the Indenture ) by and between the Authority and the Trustee Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds of the nature and extent of the Revenues (as that term is defined in the Indenture) of the rights duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder and all of the terms of the Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner hereof and to all of the provisions of which Indenture the Registered Owner hereof by acceptance hereof assents and agrees The Bonds are authorized to be issued pursuant to the provisions of the Marks Roos Local Bond Pooling Act of 1985 constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the Act ) The Bonds are special obligations of the Authority and as and to the extent set forth in the Indenture are payable solely from and secured by a first hen and pledge of the Revenues and certain other moneys and securities held by the Trustee as provided in the Indenture All of the Bonds are equally secured by a first pledge of and charge and hen upon all of the Revenues and such other moneys and securities and the Revenues and such other moneys and securities 459366632 A 2 AGENDA iTENI NO PAGE_g�j( OF._x3tp-��- constitute a trust fund for the security and payment of the principal of and interest and premium (if any) on the Bonds The full faith and credit of the Authority is not pledged for the payment of the principal of or interest or redemption premiums (if any) on the Bonds The Bonds are not secured by a legal or equitable pledge of or charge lien or encumbrance upon any of the property of the Authority or any of its income or receipts except the Revenues and such other moneys and securities as provided in the Indenture The Bonds have been issued to provide funds to be applied by the Authority to the purchase of bonds of City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) all as more particularly described in the Indenture The Bonds are subject to redemption prior to their maturity date at the option of the Authority on any date on or after September 1 2008 as a whole or in part on a pro rata basis and by lot within a maturity from any available source of funds at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows Redemption Dates Redemption Prices September 1 2008 through August 31 2009 1030% September 1 2009 through August 31 2010 1025% September 1 2010 through August 31 2011 1020% September 1 2011 through August 31 2012 1015% September 1 2012 through August 31 2013 1010% September 1 2013 through August 31 2014 1005% September 1 2014 and thereafter 1000% The Bonds maturing September 1 20 and September 1 20_ are subject to mandatory redemption in part by lot on September 1 in each year commencing September 1 20_ and September 1 20_ respectively from mandatory sinking payments made by the Authority as provided in the Indenture at a redemption price equal to the principal amount thereof to be redeemed without premium plus accrued interest thereon to the date of redemption in the aggregate principal amounts and on September 1 in the respective years as set forth in the following schedules provided however that (i) in lieu of redemption thereof such Bonds may be purchased by the Authority and tendered to the Trustee and (n) if some but not all of such Bonds have been redeemed pursuant to the redemption provisions described in subsections (a) above or (c) or (d) below the total amount of all future mandatory sinking payments will be reduced by the aggregate principal amount of such Bonds so redeemed to be allocated among such mandatory sinking payments on a pro rata basis (as nearly as practicable) in integral multiples of $5 000 as determined by the Authority 45936663 2 A 3 AGENDA 11EM No _7z RAGE a o2 of Term Bonds Maturing September 1, 20_, Sinking Fund Redemption Date (Seutember 1) *maturity Principal Amount to be Redeemed Term Bonds Maturing September 1, 20 Sinking Fund Redemption Date (September 1) *maturity Principal Amount to be Redeemed Tenn Bonds Maturing September 1 20_ Sinking Fund Redemption Date (September 1) Principal Amount to be Redeemed *maturity 459366632 A 4 ikCF D A M -M No PAGE o2_._°'t'a ° v The Bonds shall also be subject to mandatory redemption in whole or in part on a pro rata basis and by lot within a maturity from the prepayment of District Bonds from amounts constituting prepayments of Special Taxes at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) together with accrued interest thereon to the redemption date Redemption Date Redemption Price March 1 2008 through August 31 2009 10300% September 1 2009 and thereafter as provided for optional redemption The Bonds are subject to special mandatory redemption on any date to which timely notice of redemption may be given in integral multiples of $5 000 equal to the principal amount of District Bonds redeemed from the deposit of fees with the District by a public agency which has accepted facilities serving an area of the District and from insurance or condemnation proceeds or other mandatory redemption sale or acceleration relating to the District Bonds without premium plus accrued interest to the redemption date on a pro rata basis and by lot within a maturity 459366632 A 5 AGIRR)n 17W NO ' Ui PAGE c2r;,3 ®F �a2 IN WITNESS WHEREOF the Authority has caused this Bond to be executed in its name and on its behalf by the manual signatures of its Chairperson and Secretary all as of the Dated Date identified above Attest Secretary LAKE ELSINORE PUBLIC FINANCING AUTHORITY QI Chairman 459366632 A 6 AGENDA ITEM NO PAGE �Z2(4 or- TRUSTEE S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Indenture and registered on the registration books of the Trustee Dated 2008 UNION BANK OF CALIFORNIA N A as Trustee HE Authorized Signatory 459366632 A 7 AGENDA ITEM 16 PAGE_CWVO ,: D ASSIGNMENT For value received the undersigned hereby sells assigns and transfers unto (Name Address and Tax Identification or Social Security Number of Assignee) the within Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the registration books of the Trustee with full power of substitution in the premises Dated Signature Guaranteed Note Signature(s) must be guaranteed by an eligible guarantor institution 459366632 Signature Note The signature(s) on this assignment must correspond with the name(s) as written on the face of the within registered Bond in every particular without alteration or enlargement or any change whatsoever A8 --AU Ck4k ,(p'eer NEWISSUE BOOK ENTRY ONLY RATING Standard & Poor s _ (See CONCLUDING INFORMATION RATING ON THE BONDS herem) In the opinion of Fulbright & Jaworski L L P Los Angeles California Bond Counsel under existing law interest on the Bonds is exempt from personal income taxes of the Slate of California and assuming compliance with the tax covenants described herein interest on the Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 (the Code ) from the gross income of the owners thereof for federal income tax purposes and is not an item of preference under section 57(a) of the Code for purposes of the federal alternative minimum not See LEGAL MATTERS TAXAMMERS herein regarding certain other tax considerations COUNTY OF RIVERSIDE STATE OF CALIFORNIA $2198609000* LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (CFD 88 -3 REFUNDING) 2008 SERIES A Dated Date of Delivery Due September 1 as shown below This cover page contains certain information for quick reference only It is not a summary of the issue Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision Investment in the Bonds (as defined herein) involves risks See BONDOWNERS RISKS herein for a discussion of special risk factors that should be considered in evaluating the investment quality of the Bonds Interest on the Bonds is payable semiannually on March 1 and September 1 of each year commencing September 1 2008 until maturity or earlier redemption thereof (see 'THE BONDS GENERAL PROVISIONS and 'THE BONDS REDEMPTION herein) Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by simultaneously with the delivery of the Bonds (see SOURCES OF PAYMENT FOR THE BONDS herein) INSURER LOGO The information contained within this Official Statement was prepared under the direction of the Lake Elsinore Public Financing Authority (the Authority ) by the following firm serving as Financing Consultant to the Authority Maturity Date Principal September 1 Amount 2008 2009 2010 2011 2012 2013 2014 I.i /71Z!!Il \`i� %T.I.�/Z�15 � ?E.y I►`C MATURITY SCHEDULE $ SERIAL BONDS Interest Reoffering Maturity Date Principal Rate Rate September 1 Amount 2015 2016 2017 2018 2019 2020 Interest Reoffering Rate Rate A portion of the proceeds from the Bonds will be used on the delivery date of the Bonds to refund the Lake Elsinore Public Financing Authority 1997 Local Agency Revenue Bonds Series F and to acquire the District Bonds (as defined here n) to be issued under the Mello Roos Community Facilities Act of 1982 as amended (Section 53311 et seq of the Government Code of the State of California) The Bonds are special obligations of the Authority payable solely from and secured by revenues from repayment of the District Bonds the Reserve Account held by the Trustee (as defined herein) and under certain circumstances by any available surplus revenues with respect to other series of bonds issued by the Authority as described herein Repayment of the District Bonds will be from the Special Taxes (as defined herein) to be levied against certain taxable real property within City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) as described herein (see SOURCES OF PAYMENT FOR THE BONDS and BONDOWNERS RISKS herein) It is anticipated that the Bonds in book entry form will be available for delivery through the facilities of The Depository Tmst Company on or about January 24 2008 (see APPENDIX H BOOK ENTRY SYSTEM ) The date of the Official Statement is Preliminary subject to change SOUTHWEST SECURITIES, INC AGENDA ITEM NO PAGE aa2_OF LAKE ELSINORE PUBLIC FINANCING AUTHORITY LAKE ELSINORE, CALIFORNIA AUTHORITY BOARD AND CITY COUNCIL Robert E Magee Mayor Daryl Hickman Mayor Pro Tem Robert Schiffner Council Member /PFA Chairman Thomas Buckley Council Member / PFA Vice Chairman Geme Kelley Council Member CITY STAFF Robert A Brady City Manager Matt N Pressey Director ofAdmmistrative Services Vivian Munson City Clerk PROFESSIONAL SERVICES Bond Counsel and Disclosure Counsel Fulbnght & Jaworski L L P Los Angeles California City Attorney Leibold McClendon & Mann PC Laguna Hills California Financing Consultant Rod Gunn Associates Inc Huntington Beach California Special Tax Consultant Hams & Associates Irvine California Trustee and Fiscal Agent Union Bank of California N A Los Angeles California Mass Appraisal / Valuation Consultant Empire Economics Inc Capistrano Beach California Underwriter Southwest Securities Inc Newport Beach California Underwriter s Counsel McFarlm & Anderson LLP Lake Forest California FOR ADDITIONAL INFORMATION Matt Pressey City of Lake Elsinore (951) 674 3124 Southwest Securities Inc (949) 717 2000 ui AGENDA ITRA NO PAGE�iab GI- GENERAL INFORMATION ABOUT THE OFFICIAL STATEMENT Use of O,f1cial Statement This Official Statement is submitted in connection with the offer and sale of the Bonds referred to herein and may not be reproduced or used in whole or in part for any other purpose This Official Statement is not to be construed as a contract with the purchasers of the Bonds Estimates and Forecasts When used in this Official Statement and to any continuing disclosure by the District, in any press release and in any oral statement made with the approval of an authorized officer of the City the words or phrases `will likely result are expected to will continue is anticipated estimate `project forecast expect intend and similar expressions identify forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 Section 21E of the United States Securities Exchange Act of 1934 as amended and Section 27A of the United States Securities Act of 1933 as amended Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward looking statements Any forecast is subject to such uncertainties Inevitably some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur Therefore there are likely to be differences between forecasts and actual results and those differences may be material The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances give rise to any implication that there has been no change in the affairs of the District or any other entity described or referenced herein since the date hereof Neither the Authority nor the District plan to issue any updates or revisions to the forward looking statements set forth in this Official Statement Limited Offering No dealer broker salesperson or other person has been authorized by the Authority or the District to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and if given or made such other information or representation must not be relied upon as having been authorized by the Authority the District or the Underwriter This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any junsdiction in which it is unlawful for such person to make such an offer solicitation or sale Involvement of Underwriter The Underwriter has submitted the following statement for inclusion in this Official Statement The Underwriter has reviewed the mforination in this Official Statement in accordance with and as a part of its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction but the Underwriter does not guarantee the accuracy or completeness of such information The information and expressions of opinions herein are subject to change without nonce and neither delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the District the City or any other entity described or referenced herein since the date hereof All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions Stabilization ofPrices In connection with this offering the Underwriter may over allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market Such stabilizing if commenced may be discontinued at any time The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE IV AGENDA IYEha 110 I_ PAGE�P 0 TABLE OF CONTENTS INTRODUCTORY STATEMENT I Mandatory Redemption 18 THE AUTHORITY I Notice of Redemption 18 Authorization and Formation I Effect of Redemption 18 Bond Authorization and Issuance 1 Partial Redemption 19 Refunding of 1997 Authority Bonds 2 ADDITIONAL OBLIGATIONS 19 THE DISTRICT 2 The Authority 19 Authorization 2 The Distnct 19 Formation 2 SCHEDULED DEBT SERVICE ON THE Bond Authorization and Issuance 2 BONDS 20 Refunding of 1997 District Bonds 3 SCHEDULED DEBT SERVICE ON THE Refunding of 1997 Subordinate District Bonds 3 DISTRICT BONDS 21 General Location and Boundaries 3 SOURCES OF PAYMENT FOR THE BONDS 22 The Property Ownership and Development 3 REPAYMENT OF THE BONDS 22 SECURITY AND SOURCES OF General 22 REPAYMENT 4 Application of Revenues Flow of Funds 22 The Bonds 4 Reserve Account 23 The District Bonds 5 Residual Fund 23 PURPOSE 5 Cash Flow Management Fund 24 The Bonds 5 Redemption Fund 24 The District Bonds 5 BOND INSURANCE 25 THE REFUNDING PROGRAM 5 REPAYMENT OF THE DISTRICT BONDS 26 THE BONDS 6 General 26 Redemption 6 Special Taxes 26 Denominations 6 Application of Special Taxes Flow of Funds 26 Registration Transfer and Exchange 6 Delinquency Management Fund 27 Payment 6 Redemption Fund 28 Notice 7 Covenant for Superior Court Foreclosure 28 LEGAL MATTERS 7 PROFESSIONAL SERVICES 7 BONDOWNERS RISKS 30 OFFERING OF THE BONDS 7 THE BONDS 30 Authority for Issuance 7 Early Bond Redemption 30 Offenng and Delivery of the Bonds 7 No Liability of the Authority to the Bondowners 30 CONTINUING DISCLOSURE 8 Loss of Tax Exemption 30 AVAILABILITY OF LEGAL DOCUMENTS 9 IRS Audits 30 AERIAL PHOTO 10 Secondary Market 31 THE DISTRICT BONDS 31 SELECTED FACTS 11 Risk Factors Relating to Real Estate Market ESTIMATED SOURCES AND USES OF Conditions 31 FUNDS 14 Risk Factors Relating to Land Values 32 THE BONDS 14 Risk Factors Relating to the Levying and THE DISTRICT BONDS 15 Collection of the Special Taxes 33 INVESTMENT OF FUNDS 15 Risk Factors Relating to Tax Burden 38 THE BONDS 16 Risk Factors Relating to Governmental Rules AUTHORIZATION 16 Initiatives Etc 39 Risk Factors Relating to Limitations of the The Bonds 16 Bonds and the Distnct 39 The District Bonds 16 GENERALPROVISIONS 16 THE AUTHORITY 41 Repayment of the Bonds 16 GENERAL 41 Transfer or Exchange of Bonds 16 CITY AND GOVERNMENT Bonds Mutilated Lost Destroyed or Stolen 17 ORGANIZATION 41 REDEMPTION 17 DEBT SERVICE COVERAGE ON THE Optional Redemption 17 BONDS 42 Special Mandatory Redemption 18 v AGMDA i7ETO 1v , PAGE a &)_C3- � 3_ SPECIAL TAXES AND DISTRICT BONDS 57 DEBT SERVICE COVERAGE 44 ADMINISTRATION OF THE SPECIAL TAX 44 RATE AND METHOD OF 57 APPORTIONMENT 44 Assigned Special Taxes 44 Rate and Method of Apportionment 46 SPECIAL TAX PROJECTIONS 47 DEBT SERVICE COVERAGE ON THE 58 DISTRICT BONDS 48 Effective Tax Rates 49 DELINQUENCIES 51 FORECLOSURE ACTIONS 52 LEGAL MATTERS 54 Enforceability of Remedies 54 Approval of Legal Proceedings 54 Tax Matters 54 Absence of Litigation 56 CONCLUDING INFORMATION 57 RATING ON THE BONDS 57 UNDERWRITING 57 EXPERTS 57 THE FINANCING CONSULTANT 57 FORWARD LOOKING STATEMENTS 57 ADDITIONAL INFORMATION 58 REFERENCES 58 EXECUTION 58 APPENDIX A SUMMARY OF THE INDENTURE Al APPENDIX B SUMMARY OF THE FISCAL AGENT AGREEMENT BI APPENDIX C MASS APPRAISAL / VALUATIONS Cl APPENDIX D RATE AND METHOD OF APPORTIONMENT DI APPENDIX E SPECIMEN BOND INSURANCE POLICY El APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT F I APPENDIX G PROPOSED FORM OF BOND COUNSEL OPINION G-1 APPENDIX H BOOK ENTRY SYSTEM HI vi AGP DL i4 9oelJ —�Q PACE OF 3a3 INSERT VICINITY MAP #1 Vu AGENDA "TL O ti- I_ �� PAGE _2 OF �Z)3 Insert Aerial Map #2 vm AGENDG, L PAGEA3--�LOF D 3 OFFICIAL STATEMENT $21986090000* LAKE ELSINORE PUBLIC FINANCING AUTHORITY LOCAL AGENCY REVENUE BONDS (CFD 88 -3 REFUNDING) 2008 SERIES A This Official Statement which Includes the cover page and appendices (the Official Statement ) is provided to famish certain information concerning the sale of the Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CID 88 3 Refunding) 2008 Series A (the Bonds ) in the aggregate principal amount of $21 860 0000 * INTRODUCTORY STATEMENT This Introductory Statement contains only a brief description of this issue and does not purport to be complete This Introductory Statement is subject in all respects to more complete information in the entire Official Statement and the offering of the Bonds to potential investors is made only by means of the entire Official Statement and the documents summarized herein Investment in the Bonds involves risks Potential investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the Bonds (see BONDOWNERS RISKS herein) THE AUTHORITY Authorization and Formation The Lake Elsinore Public Financing Authority (the Authority ) is a Joint exercise of powers authority organized and existing under and by virtue of the Joint Exercise of Powers Act constituting Articles 1 through 4 (commencing with Section 6500) of Chapter 5 Division 7 Title 1 of the Government Code of the State (the Joint Powers Act ) The City of Lake Elsinore (the City ) pursuant to Resolution No 89 32 adopted on July 25 1989 and the Lake Elsinore Redevelopment Agency (the Agency ) pursuant to Resolution No 89-4 adopted on July 25 1989 formed the Authority by the execution of a Joint exercise of powers agreement (the Joint Powers Agreement ) (see THE AUTHORITY' herein) Bond Authorization and Issuance Pursuant to the Joint Powers Act the Authority is authorized among other things to issue revenue bonds to provide funds to acquire local obligations issued to finance or refinance public capital improvements such revenue bonds to be repaid from the repayment of the local obligations so acquired by the Authority A portion of the proceeds from the Bonds will be used to refund the Lake Elsinore Public Financing Authority 1997 Local Agency Revenue Bonds Series F (the 1997 Authority Bonds ) (see THE REFUNDING PROGRAM below) On the delivery date of the Bonds the Authority will also acquire bonds (the District Bonds ) to be issued by the City of Lake Elsinore Community Facilities District No 88 3 (West Lake Elsinore) (the District ) as described herein secured and payable only from Special Taxes (as defined herein) levied within the District (see "SELECTED FACTS and SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein) Preliminary subject to change PAGE A(4 Or 3 The Authority is not authorized to issue any additional bonds under the Indenture (as defined herein) secured by repayment of the District Bonds except for refunding purposes (see THE BONDS - ADDITIONAL OBLIGATIONS herein) Refunding of 1997 Authority Bonds Pursuant to Resolution No PFA 96 2 adopted by the Authority on December 10 1996 and Resolution No PTA 97 1 adopted by the Authority on May 27 1997 the Authority issued its 1997 Authority Bonds in the principal amount of $24 550 000 of which $21200 000 remains outstanding On the date of delivery of the Bonds a portion of the proceeds of the Bonds together with certain other funds will be deposited in an amount sufficient to pay the redemption price with respect to the remaining 1997 Authority Bonds The lien of the 1997 Authority Bonds will be discharged terminated and of no further force and effect upon the deposit (see THE REFUNDING PROGRAM below) THE DISTRICT Authorization The Mello Roos Community Facilities Act of 1982 as amended constituting Section 53311 et seq of the Government Cade of the State of California (the Act ) was enacted by the California Legislature to provide an alternative method of financing certain public facilities improvements and services The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities within defined boundaries with the legislative body of the local governmental entity acting on behalf of such district Subject to approval by at least a two thirds vote of the votes cast by qualified electors within such district and compliance with the provisions of the Act the legislative body may issue bonds for such community facilities district established by it and may levy and collect a special tax (the Special Tax ) within such district to repay such bonds (see SELECTED FACTS and SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein) Formation On March 13 1990 the City formed the District by the adoption of Resolution No 89 76 On March 13 1990 the qualified electors within the District approved the tax levy of the Special Tax in accordance with the rate and method of apportionment (the Rate and Method of Apportionment ) and approved issuance of the bonds by the District (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein and APPENDIX D -RATE AND METHOD OF APPORTIONMENT) Bond Authorization and Issuance The bond authorization amount for the District approved by the qualified electors on March 13 1990 is $30 000 000 On the date of delivery of the Bonds the District will issue the District Bonds in the principal amount of $24 385 000* which will be acquired by the Authority Concurrently the District will be issuing its Subordinate Special Tax Bonds 2008 Series (the Subordinate District Bonds ) in the principal amount of $7 175 000 The Subordinate District Bonds are not pledged to the repayment of the Bonds and have a lien on the Special Tax subordinate to the lien of the District Bonds After issuance of the District Bonds and the Subordinate District Bonds the District is not authorized to issue any additional bonds secured by Special Taxes levied in the District (see THE BONDS - ADDITIONAL OBLIGATIONS - The District Bonds herein) UC t``C}r � ' - p -" V>A�C a3s51_.'b3 Refunding of 1997 District Bonds Pursuant to Resolution No 96 65 adopted by the City Council on December 10 1996 and Resolution No 97 24 adopted by the City Council on May 27 1997 the District issued its 1997 Special Tax Refunding Bonds Series A (the 1997 District Bonds ) in the principal amount of $24 550 000 of which $21200 000 remains outstanding The 1997 District Bonds were purchased by the Authority from a portion of the proceeds of the 1997 Authority Bonds and repayment of the 1997 District Bonds is pledged to the repayment of the 1997 Authority Bonds On the date of delivery of the Bonds the District will issue the District Bonds which will be acquired by the Authority in exchange for the 1997 District Bonds owned by the Authority and a cash payment sufficient to pay the expenses of the District in connection with the issuance of the District Bonds (see ESTIMATED SOURCES AND USES OF FUNDS herein) The 1997 District Bonds will be canceled after such deposit (see THE REFUNDING PROGRAM below) The Authority has pledged revenues from the repayment of the District Bonds to the repayment of the Bonds (see SECURITY AND SOURCES OF REPAYMENT below) Refunding of 1997 Subordinate District Bonds Pursuant to Resolution No 96 65 adopted by the City Council on December 10 1996 and Resolution No 97 24 adopted by the City Council on May 27 1997 the District issued Its 1997 Special Tax Bonds Series B (the 1997 Series B District Bonds ) and its 1997 Special Tax Panty Bonds Series B (the 1997 Series B Panty District Bonds ) (collectively the 1997 Series B District Bonds and the 1997 Series B Parity District Bonds are referred to herein as the 1997 Subordinate District Bonds ) The 1997 Series B District Bonds were issued in the principal amount of $4 255 000 of which $4 151 007 50 remains outstanding The 1997 Series B Panty District Bonds were issued in the principal amount of $3 100 000 of which $3 024 262 50 remains outstanding The 1997 Subordinate District Bonds were purchased by the Authority Repayment of the 1997 Subordinate District Bonds is not pledged to the repayment of the 1997 Authority Bonds On the date of delivery of the Bonds the District will issue the Subordinate District Bonds which will be acquired by the Authority in exchange for the 1997 Subordinate District Bonds owned by the Authority The 1997 Subordinate District Bonds will be canceled after such deposit The Authority has not pledged revenues from the repayment of the Subordinate District Bonds to the repayment of the Bonds (see SECURITY AND SOURCES OF REPAYMENT below) General Location and Boundaries The District is generally located northwest of Highway 74 and south of Interstate 15 The District comprises over 1 000 acres and its boundaries are Machado Street to the east Lakeshore Drive and Mountain Avenue to the north Alvarado Street to the south and the City boundaries to the west The Property Ownership and Development The Rate and Method of Apportionment establishes specific land use categories for the apportionment of Special Taxes in the District All Taxable Property (as defined in the Rate and Method of Apportionment) is classified as Developed Property Approved Undeveloped Property or Raw Undeveloped Property The developed portions of the District is comprised of single family residences AGOMDA ffl-d C 0 -h— PAGE The distribution of parcels by land use classification is shown in the table below PARCEL DISTRIBUTION BY CATEGORY Special Tax Classification Total Parcels Developed Property 1 821 Approved Undeveloped Property 88 Raw Undeveloped Property Total 1918 The Special Tax Requirement (as defined in the Rate and Method of Apportionment) is currently being met by a levy of the Special Tax on Developed Property Pursuant to the Rate and Method of Apportionment the Special Tax is not expected to be levied on Approved Undeveloped Property or Raw Undeveloped Property (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein) SECURITY AND SOURCES OF REPAYMENT The Bonds The Bonds are secured under an Indenture of Trust dated as of January 1 2008 (the Indenture ) between the Authority and Union Bank of California N A Los Angeles California as trustee (the Trustee ) (see APPENDIX A SUMMARY OF THE INDENTURE ) The Bonds are special obligations of the Authority payable solely from and secured by the proceeds of (i) Payment of the District Bonds to be acquired by the Authority with the proceeds of the Bonds (u) The Reserve Account established with the proceeds of the Bonds and held pursuant to the Indenture (in) Any investment earnings with respect to such monies except to the extent transferred to or held in the Residual Fund and (1v) Monies that may be available from the Cash Flow Management Fund established and held pursuant to the Indenture (collectively the Revenues ) In addition the Bonds may be payable from any available surplus revenues with respect to other series of local agency revenue bonds related to community facilities districts issued by the Authority to the extent such surplus revenues are available to replenish the Reserve Account to its requirement and to replenish the Cash Flow Management Fund (as defined in the Indenture) to its requirement (see SOURCES OF PAYMENT FOR THE BONDS and BONDOWNERS RISKS herein) The Bonds are special obligations of the Authority The Bonds do not constitute a debt or liabihty of the City State of California (the State ) or of any political subdivision thereof other than the Authority The Authority shall only be obligated to pay the principal of the Bonds or the interest thereon from the funds described herein and neither the faith and credit nor the taxing power of the District (except to the limited extent described herein) the City the State or any of its political subdivisions is pledged to the payment of the principal of or the interest on the Bonds The Authority does not have any taxing power 4 AGENDA 1Thrf ! � 3 PAGE Q OF The District Bonds The District Bonds are being issued pursuant to a Fiscal Agent Agreement dated as of January 1 2008 (the Fiscal Agent Agreement ) between the District and Union Bank of California N A Los Angeles California as the Fiscal Agent (the Fiscal Agent ) (see APPENDIX B SUMMARY OF THE FISCAL AGENTAGREEMENT ) The District has covenanted in the Fiscal Agent Agreement to levy in each Fiscal Year the Special Taxes on parcels of land within the District pledged to the repayment of the District Bonds in an amount sufficient to pay debt service on the District Bonds and the Subordinate District Bonds including an allowance for delinquencies and the administrative expenses related to the District subject to the maximum annual Special Tax that may be levied on such land within the District as set forth in the Rate and Method of Apportionment (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE for a description of the Special Tax within the District) (see also SOURCES OF PAYMENT FOR THE BONDS and BONDOWNERS RISKS herein) The District Bonds are special obligations of the District The District Bonds do not constitute a debt or liability of the City the State or of any political subdivision thereof other than the District The District shall only be obligated to pay the principal of the District Bonds or the interest thereon from the funds and accounts held pursuant to the Fiscal Agent Agreement described herein and neither the faith and credit nor the taxing power of the City the State or any of its political subdivisions is pledged to the payment of the principal of or the interest on the District Bonds The District has no ad valorem taxing power (see SOURCES OF PAYMENT FOR THE BONDS and BONDOWNERS RISKS herein) PURPOSE The Bonds Proceeds from the Bonds will be used to refund the outstanding principal amount of the 1997 Authority Bonds (see `THE REFUNDING PROGRAM below) The Bonds are also being issued 1 To provide funds to acquire the District Bonds on the date of delivery of the Bonds 2 To cash fund a portion of the Reserve Account and to purchase a Surety Bond for a portion of the Reserve Account and 3 To pay the expenses of the Authority in connection with the issuance of the Bonds (see ESTIMATED SOURCES AND USES OF FUNDS" and SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE BONDS herein) The District Bonds Proceeds from the District Bonds will be used to pay the expenses of the District in connection with the issuance of the District Bonds (see ESTIMATED SOURCES AND USES OF FUNDS herein) THE REFUNDING PROGRAM Pursuant to an Indenture of Trust dated as of February 1 1990 and a Sixth Supplemental Indenture of Trust dated as of December 1 1996 between the Authority and Union Bank of California N A Los Angeles California as trustee (together the Prior Indenture ) the Authority issued its 1997 Authority Bonds in the aggregate principal amount of $24 550 000 of which $21200 000 currently remains outstanding AGENDA ha 10 PAGE OF--1—�- On the date of delivery of the Bonds a portion of the proceeds of the Bonds together with certain other funds will be used to redeem the 1997 Authority Bonds and to purchase the District Bonds The lien of the 1997 Authority Bonds created by the Prior Indenture including without limitation the pledge of Revenues pursuant to the Prior Indenture will be discharged terminated and of no further force and effect After such deposit the 1997 District Bonds will be canceled THE BONDS Redemption The Bonds are subject to optional redemption prior to maturity in whole or in part on a pro rata basis and by lot within a maturity on September 1 2015 and on any date thereafter at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption plus a premium as described herein (see THE BONDS REDEMPTION Optional Redemption herein) The Bonds are subject to special mandatory redemption in whole or in part on a pro rata basis and by lot within a maturity on any date on or after March 1 2008 from redemption of District Bonds from amounts constituting prepayments of Special Taxes from amounts transferred by the Authority to the District from the Residual Fund held under the Indenture and from amounts transferred from the Residual Fund under the Fiscal Agent Agreement for the redemption of the District Bonds at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption plus a premium as described herein (see "THE BONDS REDEMPTION — Special Mandatory Redemption herein) The Bonds are subject to mandatory redemption in whole or in part on a pro rata basis and by lot within a maturity on any date without premium from insurance or condemnation proceeds (see THE BONDS — REDEMPTION — Mandatory Redemption' herein) Denominations The Bonds will be issued in the minimum denomination of $5 000 each or any integral multiple thereof (see THE BONDS GENERAL PROVISIONS herein) Registration, Transfer and Exchange The Bonds will be issued in fully registered form without coupons Any Bond may in accordance with its terms be transferred or exchanged pursuant to the provisions of the Indenture (see "THE BONDS GENERAL PROVISIONS Transfer or Exchange of Bonds herein) When delivered the Bonds will be registered in the name of The Depository Trust Company New York New York ( DTC ) or its nominee DTC will act as securities depository for the Bonds Individual purchases of Bonds will be made in book entry form only in the principal amount of $5 000 each or any integral thereof Purchasers of the Bonds will not receive certificates representing their Bonds purchased (see "APPENDIX H BOOK ENTRY SYSTEM ) Payment Principal of the Bonds and any premium upon redemption will be payable in each of the years and in the amounts set forth on the cover page hereof upon surrender at the corporate trust office of the Trustee in Los Angeles California Interest on the Bonds will be paid by check of the Trustee mailed by first class mail on the Interest Payment Date (as defined in the Indenture) to the person entitled thereto (except as otherwise described herein for interest paid to an account in the continental United States of America by wire transfer as requested in writing no later than the Record Date (as defined in the Indenture) by owners of $1000000 or more in aggregate principal amount of Bonds) (see THE BONDS GENERAL PROVISIONS herein) Initially interest on and principal and premium if any of the Bonds will be payable when due by wire of the Trustee to DTC which will in turn remit such interest principal and preriuum if any to DTC Participants (as defined herein) which will in turn remit such interest principal AGENDA I —r'l N" PAGE�DE��— and premium if any to Beneficial Owners (as defined herein) of the Bonds (see APPENDIX H BOOK ENTRY SYSTEM herein) Notice Notice of any redemption will be mailed by first class mail by the Trustee at least thirty (30) but no more than sixty (60) days prior to the date fixed for redemption to the registered owners of any Bonds designated for redemption and to the Securities Depositories and Information Services provided in the Indenture Neither failure to receive such notice nor any defect in the notice so mailed will affect the sufficiency of the proceedings for redemption of such Bonds or the cessation of accrual of interest on the redemption date (see THE BONDS REDEMPTION Notice of Redemption herein) LEGAL MATTERS The legal proceedings in connection with the issuance of the Bonds are subject to the approving opinion of Fulbnght & Jaworski L L P Los Angeles California as Bond Counsel Such opinion and certain tax consequences incident to the ownership of the Bonds including certain exceptions to the tax treatment of interest are described more fully under the heading LEGAL MATTERS herein Certain legal matters will be passed on for the City by Lelbold McClendon & Mann PC Laguna Hills California as City Attorney and by Fulbnght & Jaworski L L P Los Angeles California as Disclosure Counsel Certain legal matters will be passed on for the Underwriter by McFarlm & Anderson LLP Lake Forest California PROFESSIONAL SERVICES Union Bank of California N A Los Angeles California will serve as Trustee under the Indenture and Fiscal Agent under the Fiscal Agent Agreement The Trustee will act on behalf of the Bondowners for the purpose of receiving all moneys required to be paid to the Trustee to allocate use and apply the same to hold receive and disburse the Revenues and other funds held under the Indenture and otherwise to hold all the offices and perform all the functions and duties provided in the Indenture to be held and performed by the Trustee Rod Gunn Associates Inc Huntington Beach California Financing Consultant advised the City and the Authority as to the financial structure and certain other financial matters relating to the Bonds Fees payable to Bond Counsel Disclosure Counsel Underwriter s Counsel and the Financing Consultant are contingent upon the sale and delivery of the Bonds OFFERING OF THE BONDS Authority for Issuance The Bonds are issued in accordance with the laws of the State and particularly the Marks Roos Local Bond Pooling Act of 1985 as amended constituting Article 4 (commencing with Section 6584) of Chapter 5 Division 7 Title 1 of the Government Code of the State (the Bond Law ) The Bonds are being issued by the Authority pursuant to the Indenture The Authority is not authorized to issue any additional bonds under the Indenture secured by repayment of the District Bonds except for refunding purposes (see THE BONDS - ADDITIONAL OBLIGATIONS herein) Offering and Delivery of the Bonds The Bonds are being offered when as and if issued subject to the approval as to their legality by Fulbnght & Jaworski L L P Los Angeles California as Bond Counsel It is anticipated that the Bonds in book entry form will be available for delivery through the facilities of DTC on or about January 24 AGENDA VTEE g l PACE o b OF. .503 2008 The Bonds are being sold to Southwest Securities Inc (the Underwntee) pursuant to a Purchase Contract approved by the Authority by Resolution No PFA 2007 , adopted December 11 2007 CONTINUING DISCLOSURE The Authority has determined that except for information relating to fund balances held by the Trustee with respect to the Bonds no financial or operating data concerning the Authority is material to any decision to purchase hold or sell the Bonds and the Authority will not provide any such information The District has undertaken all responsibilities for any continuing disclosure to Bond Owners as described below and the Authority shall have no liability to the Owners (as defined in the Indenture) of the Bonds or any other person with respect to such disclosures The District has covenanted for the benefit of owners of the Bonds to provide certain financial information operating data and development information relating to the District each year The District has agreed to make such information available not later than February 15 of each year commencing February 15 2009 and to provide notices of the occurrences of certain enumerated events if material The District shall file or cause to be filed the Annual Reports with each Nationally Recognized Municipal Securities Information Repository and with the appropriate State information depository if any The notices of material events will be filed by the Dissemination Agent on behalf of the District with the Municipal Securities Rulemakmg Board (and with the appropriate State information depository if any) The specific nature of information to be contained in the Annual Reports or the notice of material events is summarized in APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT These covenants have been made by the District in order to assist the Underwriter in complying with the Rule promulgated by the Securities and Exchange Commission Each year until the final maturity of the District Bonds the District is required to not later than October 30 of each year supply the following information to the California Debt and Investment Advisory Commission by mail postage prepaid 1 The principal amount of District Bonds outstanding 2 The balance in any District Bonds reserve fund 3 The balance in any capitalized interest fund 4 The number of parcels which are delinquent with respect to their Special Tax payments the amount that each parcel is delinquent the length of time that each has been delinquent and when foreclosure was commenced for each delinquent parcel 5 The balance in any construction funds 6 The assessed value of all parcels subject to Special Tax to repay the District Bands as shown on the most recent equalized roll In addition both the Authority and the District are required to notify the California Debt and Investment Advisory Commission by mail postage prepaid within 10 days if any of the following events occur 1 The Authority the District or its Trustee fails to pay principal and interest due on any scheduled payment date 2 Funds are withdrawn from any reserve fund to pay principal and interest on the Bonds or the District Bonds None of the District the Authority or the California Debt and Investment Advisory Commission will be liable for any inadvertent error in reporting the required information The failure by the District to comply with its reporting obligations is not initially a default under the Fiscal Agent Agreement p,GaNDA ITam oo PAGE —u of AVAILABILITY OF LEGAL DOCUMENTS The summaries and references contained herein with respect to the Indenture the Bonds the District Bonds the Fiscal Agent Agreement and other statutes or documents do not purport to be comprehensive or definitive and are qualified by reference to each such document or statute and references to the Bonds are qualified in their entirety by reference to the form thereof included in the Indenture Copies of the documents described herein are available for inspection during the period of initial offering of the Bonds at the offices of the Underwriter Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 telephone (949) 717 2000 Copies of these documents may be obtained after delivery of the Bonds from the City at 130 S Main Street Lake Elsinore California 92530 telephone (951) 674 3124 i iDA- IMUPk ITEM n'V PP4UCi 0 AERIAL PHOTO MAP 3 io AGENDA l E ^zi 1� PAGE 2( 3GF-3 SELECTED FACTS The following summary does not purport to be complete Reference is hereby made to the complete Official Statement in this regard Furthermore the following summary makes certain assumptions regarding valuation of property within the District Neither the Authority nor the District makes any representation as to the current value of property in the District or provides any assurance as to the estimated values ofproperty being achieved (see BONDOWNERS RISKS herein) THE BONDS Principal Amount of Bonds $21 860 0000* Additional Bonds The Authority is not authorized to Issue any additional bonds under the Indenture secured by repayment of the District Bonds except for refunding purposes (see "THE BONDS— ADDITIONAL OBLIGATIONS herein) First Optional Redemption Date First Special Mandatory Redemption Date Primary Source of Revenues for Repayment September 1 2015 at 102% of principal amount (see THE BONDS — REDEMPTION — Optional Redemption herein) On any date on or after March 1 2008 from the special mandatory redemption of District Bonds at a premium as described herein (see THE BONDS REDEMPTION — Special Mandatory Redemption herein) The Bonds are payable from Revenues (as defined herein) received from the payment of the District Bonds and certain other sources (see SOURCES OF PAYMENT FOR THE BONDS" and BONDOWNERS RISKS herein) Priority The Bonds are secured by a first pledge of and hen on the Revenues (as described herein) (see "SOURCES OF PAYMENT FOR THE BONDS" and BONDOWNERS RISKS herein) Preliminary subject to change 11 AGENDA ITEM N``O,, __Sif -- PAGE 0 -, Or_ 1bo Debt Service Coverage from Repayment of Approximately 111% District Bonds (see THE AUTHORITY — DEBT SERVICE COVERAGE ON THE AUTHORITY BONDS herein) THE DISTRICT BONDS Aggregate Principal Amount of District $24 385 000* Bonds Aggregate Principal Amount of Subordinate $7 175 000 District Bonds Additional Bonds No Additional District Bonds are authorized except for refunding purposes (see THE BONDS — ADDITIONAL OBLIGATIONS herein) Primary Source of Revenues for Repayment Special Taxes levied within the District (see SOURCES of the District Bonds OF PAYMENT FOR THE BONDS — REPAYMENT OF THE DISTRICT BONDS and "SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein) Priority The District Bonds are secured by a first pledge of and lien on all real property and Special Taxes levied against all taxable real property within the District (see SOURCES OF PAYMENT FOR THE BONDS and " BONDOWNERS RISKS herein) First Optional Redemption Date September 1 2015 at 102% of principal amount (see THE BONDS REDEMPTION" herein) THE DISTRICT Value To Lien Ratios Valuation of Property within the District as of January 1 2006 Ratio of Value to Principal Amount of District Bonds Ratio of Value to aggregate Principal Amount of District Bonds and Subordinate District Bonds Preliminary subject to change 12 $434 469 430 (See APPENDIX C — MASS APPRAISAL/ VALUATIONS herein) 1782 to I* (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Land Values herein) 13 77 to 1* (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Land Values herein) ACENDAIi --lv Fin _ PAGE_12U,5 t0i _� Special Taxes Ratio of Assigned Special Tax in any Fiscal Year to Annual Debt Service on the District Bonds Effective Tax Rate 152% to 155% (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein) Approximately 166% to 2 28% based upon the average home price for each land use classification in the District (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE — EFFECTIVE TAX RATE herein) Delinquency Percentage as of November 2007 8% (see SPECIAL TAXES AND DISTRICT BONDS in the District DEBT SERVICE COVERAGE — DELINQUENCIES and SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE DISTRICT BONDS — Application of Special Taxes Flow of Funds herein) Description of Development Description of Development in District 1 821 completed single family residential units 88 single family residential lots and 306 30 raw acres Approximate Acreage 729 Gross Acres Average size of single family residences by land use classification 1 499 Sq Ft to 3 071 Sq Ft Average assessed value of single family residences by land use classification $222 829 to $321275 13 AGENDA ITEM NO I PAGE_a—qOF—� ESTIMATED SOURCES AND USES OF FUNDS THE BONDS Proceeds from the sale of the Bonds will be used to provide funds to acquire the District Bonds in the aggregate principal amounts indicated below Under the provisions of the Indenture the Trustee will receive the proceeds from the sale of the Bonds and will apply them as follows Sources of Funds Principal Amount of the Bonds Original Issue Discount Underwriter s Discount Other Available Funds l'1 Total Uses of Funds Redemption of 1997 Authority Bonds tZ) Bond Purchase Fund (') Costs of Issuance Fund t4l Reserve Account (s) Total (1) Includes the Reserve Account for the 1997 Authority Bonds and certain other available funds (2) See INTRODUCTORY STATEMENT THE REFUNDING PROGRAM herein (3) To be used to acquire the District Bonds (4) Amounts in the Costs of Issuance Fund will be used to pay bond insurance premium, surety bond premium fees and expenses of Bond Counsel the Financing Consultant Disclosure Counsel Underwriter s Counsel and the Trustee rating agency fees printing costs and other costs associated with the issuance of the Bonds (5) An amount equal to 501 of the Reserve Requirement SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE BONDS — Application of Revenues Flow of Funds " The Remainder of the Reserve Requirement will be satisfied by a Surety Bond 14 I• AGENDA ITEM NO U I PAGE au-) aF THE DISTRICT BONDS The District will deposit the proceeds from the District Bonds as follows District Bond Proceeds Sources of Funds Principal Amount of District Bonds Less Imputed Value of Prior Bonds t'1 Total Available Funds Uses of Funds Costs of Issuance (2) Total (1) The Authority will cancel the 1997 District Bonds (2) Costs of Issuance include fees of Bond Counsel the Financing Consultant Disclosure Counsel Valuation Consultant the Trustee and other costs related to the administration of the District and issuance of the District Bonds INVESTMENT OF FUNDS All moneys in any of the funds or accounts established with the Trustee pursuant to the Indenture or the Fiscal Agent pursuant to the Fiscal Agent Agreement will be invested solely in Permitted Investments (as defined in the Indenture) as directed pursuant to the Written Request of the Authority or the District filed with the Trustee or the Fiscal Agent at least two (2) Business Days in advance of the making of such investments In the absence of any such Written Request the Trustee will invest any such moneys in money market funds Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account For the purpose of determining the amount in any fund the value of Permitted Investments credited to such fund will be calculated at the market value thereof (excluding any accrued interest) 15 AUNDAIlti — �22�,���2- PAGE Lq(a DF._tQ- THE BONDS AUTHORIZATION The Bonds The Bonds are being issued pursuant to the Indenture The Bonds are being sold to the Underwriter pursuant to and subject to the terms and conditions of the Purchase Contract by and among the Underwriter the District and the Authority (the Purchase Contract ) The Indenture and the Purchase Contract were approved by the Authority pursuant to Resolution No PFA adopted on December 11 2007 The Distnct Bonds The District Bonds are being issued pursuant to the Fiscal Agent Agreement The City Council of the City (the City Council ) on behalf of the District pursuant to Resolution No adopted on December 11 2007 approved the issuance of the District Bonds and the Commitment Agreement and Purchase Contract for Purchase and Sale of Local Obligation Bonds selling the District Bonds to the Authority The Board of Directors of the Authority pursuant to Resolution No PFA 2007 _ adopted on December 11 2007 authorized the Authority to acquire the District Bonds GENERAL PROVISIONS Repayment of the Bonds Interest is payable on the Bonds at the rates per annum set forth on the cover page hereof Interest with respect to the Bonds will be computed on the basis of a year consisting of 360 days and twelve 30 day months Each Bond will be dated the date of delivery and interest with respect thereto will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (a) it is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date in which event interest with respect thereto will be payable from such Interest Payment Date (b) it is authenticated on or before August 15 2008 in which event interest with respect thereto will be payable from the date of delivery or (c) interest with respect to any Outstanding Bond is in default in which event interest with respect thereto will be payable from the date to which interest has been paid in full payable on each Interest Payment Date Interest with respect to the Bonds will be payable by check of the Trustee mailed by first class mail on the Interest Payment Date to the Owners thereof provided that in the case of an Owner of $1000 000 or greater in principal amount of Outstanding Bonds such payment may at such Owner s option be made by wire transfer of immediately available funds to an account in the continental United States of America in accordance with written instructions provided prior to the Record Date to the Trustee by such Owner The Owners of the Bonds shown on the registration books on the Record Date for the Interest Payment Date will be deemed to be the Owners of the Bonds on said Interest Payment Date for the purpose of the paying of interest Principal of the Bonds and any premium upon early redemption is payable upon presentation and surrender thereof at the corporate trust office of the Trustee in Los Angeles California Transfer or Exchange of Bonds Any Bond may in accordance with its terms be transferred or exchanged pursuant to the provisions of the Indenture upon surrender of such Bond for cancellation at the corporate trust office of the Trustee Whenever any Bond or Bonds shall be surrendered for transfer or exchange the Trustee shall authenticate 16 AGENDA f7_ W -- PAGE aU�l Dt and deliver a new Bond or Bonds for like aggregate principal amount of authorized denominations The Trustee may require the payment by the Bondowner requesting such transfer or exchange of any tax or other governmental charge required to be paid with respect to such transfer or exchange The Trustee is not required to transfer or exchange (a) any Bonds or portions thereof during the period established by the Trustee for selection of Bonds for redemption or (b) any Bonds selected for redemption Bonds Mutilated Lost, Destroyed or Stolen If any Bond becomes mutilated the Authority at the expense of the Bondowner will execute and the Trustee will thereupon authenticate and deliver a new Bond of like series tenor and authorized denomination in exchange and substitution for the Bond so mutilated but only upon surrender to the Trustee of the Bond so mutilated Every mutilated Bond so surrendered to the Trustee will be canceled by it If any Bond issued under the Indenture is lost destroyed or stolen evidence of such loss destruction or theft may be submitted to the Trustee and the Authority and if such evidence is satisfactory to them and indemnity satisfactory to them is given the Authority at the expense of the Bondowner will execute and the Trustee will thereupon authenticate and deliver a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost destroyed or stolen (or if any such Bond has matured or has been called for redemption instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee) The Authority may require payment by the Bondowner of a sum not exceeding the actual cost of preparing each new Bond issued under the provisions of the Indenture described in this paragraph and of the expenses which may be incurred by the Authority and the Trustee Any Bond issued under the provisions of the Indenture described in this paragraph in lieu of any Bond alleged to be lost destroyed or stolen will be equally and proportionately entitled to the benefits of the Indenture with all other Bonds secured by the Indenture REDEMPTION Notwithstanding any provisions in the Indenture to the contrary upon any optional redemption special mandatory or mandatory redemption in part the Authority shall deliver a Written Certificate (as defined in the Indenture) to the Trustee at least sixty (60) days prior to the proposed redemption date or such later date as shall be acceptable to the Trustee so stating that the remaining payments of pnncipal and interest on the District Bonds together with other Revenues to be available will be sufficient on a timely basis to pay debt service on the Bonds The Authority is required in such Written Certificate to certify to the Trustee that sufficient moneys for purposes of such redemption are or will be on deposit in the Redemption Fund and is required to deliver such moneys to the Trustee together with other Redemption Revenues if any then to be delivered to the Trustee pursuant to the Indenture which moneys are required to be identified to the Trustee in the Written Certificate delivered with the Redemption Revenues Optional Redemption The Bonds are subject to redemption prior to matunty at the option of the Authority on any date on or after September 1 2015 as a whole or in part on a pro rata basis and by lot within a maturity from any available source of funds at the following redemption prices (expressed as a percentage of the principal amount of the Bonds to be redeemed) together with accrued interest thereon to the date fixed for redemption as follows 17 AGENDA ITEM NO PAGEa�S-U OF__?,j3 Redemption Periods Redemption Prices September 1 2015 through August 31 2016 1020% September 1 2016 through August 31 2017 1010% September 1 2017 and thereafter 1000% Special Mandatory Redemption The Bonds are subject to mandatory redemption prior to maturity on any date on or after March 1 2008 in whole or in part on a pro rata basis and by lot within a maturity from the redemption of District Bonds from amounts constituting prepayments of Special Taxes amounts transferred from the Residual Fund under the Fiscal Agent Agreement and from amounts transferred by the Authority to the District from,the Residual Fund under the Indenture at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) together with accrued interest thereon to the date fixed for redemption Redemption Periods March 1 2008 through August 31 2009 September 1 2009 through August 31 2010 September 1 2010 through August 31 2011 September 1 2011 through August 31 2012 September 1 2012 through August 31 2013 September 1 2013 through August 31 2014 September 1 2014 and thereafter Mandatory Redemption Redemption Prices 1030% 1025% 1020% 1015% 1010% 1005% 1000% The Bonds are subject to special mandatory redemption on any date to which timely notice of redemption may be given in integral multiples of $5 000 equal to the principal amount of the District Bonds redeemed from insurance or condemnation proceeds without premium plus accrued interest to the redemption date all as determined by the Authority Notice of Redemption When redemption is authorized or required the Trustee is required to give written notice of the redemption of Bonds to the Bondowners designated for redemption at their addresses appearing on the bond registration books to certain Securities Depositories and to one or more Information Services all as provided in the Indenture by first class mail postage prepaid no less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption Neither failure to receive such notice nor any defect in the notice so mailed will affect the sufficiency of the proceedings for redemption of such Bonds or the cessation of accrual of interest on the redemption date Effect of Redemption The rights of a Bondowner to receive interest will terminate on the date if any on which the Bond is to be redeemed pursuant to a call for redemption The Indenture contains no provisions requiring any 18 AGENDA ITEM dVo PAGE_aff—LOF� publication of notice of redemption and Bondowners must maintain a current address on file with the Trustee to receive any notices of redemption Partial Redemption In the event only a portion of any Bond is called for redemption then upon surrender of such Bond the Authority will execute and the Trustee will authenticate and deliver to the Bondowner thereof at the expense of the Authority a new Bond or Bonds of the same series and maturity date of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed ADDITIONAL OBLIGATIONS The Authority The Authority will not have any indebtedness secured by the Revenues other than the Bonds The Authority is not authorized to issue any additional bonds except for bonds issued to refund the Bonds The District Pursuant to the provisions of the Fiscal Agent Agreement except for refunding purposes the District is not authorized to issue additional parity bonds 19 AGENDA li ERA 1+1p PACEF 3 3 SCHEDULED DEBT SERVICE ON THE BONDS The following is the scheduled debt service on the Bonds Interest Payment Date Principal Interest Annual Debt Service March 1 2008 September 1 2008 March 1 2009 September 1 2009 March 1 2010 September 1 2010 March 1 2011 September 1 2011 March 1 2012 September 1 2012 March 1 2013 September 1 2013 March 1 2014 September 1 2014 March 1 2015 September 1 2015 Much 1 2016 September 1 2016 Much 1 2017 September 1 2017 March 1 2018 September 1 2018 March 1 2019 September 1 2019 March 1 2020 September 1 2020 Bill A6ENDA re F C _ 4— _ PACE 9!5.30F qj�- SCHEDULED DEBT SERVICE ON THE DISTRICT BONDS The following is the scheduled debt service on the District Bonds Interest Payment Date Principal Interest Annual Debt Service March 1 2008 September 1 2008 March 1 2009 September 1 2009 March 1 2010 September 1 2010 March 1 2011 September 1 2011 March 1 2012 September 1 2012 March 1 2013 September 1 2013 March 1 2014 September 1 2014 March 1 2015 September 1 2015 March 1 2016 September 1 2016 March 1 2017 September 1 2017 March 1 2018 September 1 2018 March 1 2019 September 1 2019 March 1 2020 September 1 2020 21 E`iGEPfi?ftst`�s, r __ItK PAGEG� �3 SOURCES OF PAYMENT FOR THE BONDS REPAYMENT OF THE BONDS General The Bonds are payable solely from and secured by payment of the District Bonds the Cash Flow Management Fund the Reserve Account held pursuant to the Indenture and certain investment earnings on the funds and accounts held under the Indenture In addition the Bonds may be payable from any available surplus revenues with respect to other series of local agency revenue bonds related to community facilities districts issued by the Authority to the extent such surplus revenues are available to replenish the Reserve Account to its requirement and to replenish the Cash Flow Management Fund to its requirement The Bonds are special obligations of the Authority The Bonds shall not be deemed to constitute a debt or liability of the State or of any political subdivision thereof other than the Authority The Authority shall only be obligated to pay the principal of the Bonds and the interest thereon from the funds described herein and neither the faith and credit nor the taxing power of the City or the District except to the limited extent described herein the State or any of its political subdivisions is pledged to the payment of the principal of or the interest on the Bonds The Authority has no taxing power Application of Revenues, Flow of Funds Revenue Fund The Trustee will deposit all Revenues (excluding Redemption Revenues) upon receipt thereof in a special fund designated as the Revenue Fund which the Trustee shall establish maintain and hold in trust under the Indenture Deposit of Revenues Bond Fund The Trustee will establish maintain and hold in trust a separate fund entitled the Bond Fund Within the Bond Fund the Trustee will establish maintain and hold in trust separate special accounts entitled Interest Account and Principal Account and the Reserve Account On or before each Interest Payment Date the Trustee shall transfer from the Revenue Fund for deposit into the Bond Fund the amounts and in the priority set forth below Application of Revenues Bond Fund On or before each Interest Payment Date the Trustee will transfer from the Revenue Fund and deposit into the Bond Fund and the following special accounts therein the following amounts in the following order of priority the requirements of each such special account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority Interest Account On or before each Interest Payment Date the Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becormng due and payable upon all Outstanding Bonds on such Interest Payment Date All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity) Principal Account On or before each date on which the principal of the Bonds shall be payable the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the aggregate amount of principal conung due and 22 AGENDA ITENI IVC _ PAGES GF--5jZ_ payable on such date on the Bonds All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds Reserve Account All amounts on deposit in the Revenue Fund on or before each Interest Payment Date to the extent not required to pay any interest on or principal of any Outstanding Bonds then having come due and payable shall be credited to the replenishment of the Reserve Account in an amount sufficient to maintain the Reserve Requirement therein Surplus All remaining amounts on September 2 (or the next Business Day to the extent September 2 is not a Business Day) of each year commencing September 2 2008 on deposit in the Revenue Fund shall be transferred to the Residual Fund Reserve Account In order to secure further the timely payment of principal of and interest on the Bonds the Authority is required upon delivery of the Bonds to deposit in the Reserve Account for the Bonds an amount equal to the Reserve Requirement The Reserve Requirement means with respect to the Bonds the least of (i) 10% of the proceeds of the Bonds (within the meaning of section 148 of the Code) (n) Maximum Annual Debt Service or (in) 125% of the average Annual Debt Service The amount of Bond proceeds deposited into the Reserve Account will be in an amount equal to $1093000* (an amount equal to 50% of the Reserve Requirement) The balance of the Reserve Requirement for the Bonds will be satisfied at closing by a Surety Bond issued by (see Bond Insurance below) (see ESTIMATED SOURCES AND USES of FUNDS ) Thereafter the Authority is required to deposit any amounts received from the District for replenishment of the Reserve Account and to the extent necessary from available surplus revenues with respect to other series of bonds issued pursuant to the Indenture and maintain an amount of money equal to the Reserve Requirement in the Reserve Account at all times while the Bonds are Outstanding Amounts in the Reserve Account will be used to pay debt service on the Bonds to the extent other moneys including amounts in the Cash Flow Management Fund are not available therefor Amounts in the Reserve Account in excess of the Reserve Requirement will be deposited into the Bond Fund Amounts in the Reserve Account may be used to pay the final year s debt service on the Bonds (see APPENDIX A SUMMARY OF THE INDENTURE herein) Upon redemption amounts on deposit in the Reserve Account shall be reduced (to an amount not less than the Reserve Requirement) and excess money shall be transferred to the Redemption Fund and used for the redemption of Bonds Residual Fund On September 2 of each year (or the next business day to the extent September 2 is not a business day) commencing September 2 2008 the Trustee shall transfer any amounts remaining in the Revenue Fund to the Residual Fund Amounts if any deposited into the Residual Fund shall be applied for the following purposes in the following order of priority (i) The Trustee will transfer into the Cash Flow Management Fund an amount if any required to restore the amount on deposit in the Cash Flow Management Fund to the Cash Flow Management Fund Requirement (ii) The Trustee shall transfer to the trustee of any other series of local agency revenue bonds issued by the Authority related to community facilities districts an amount required to replenish any reserve account to its requirement with respect to such series of bonds and an amount to Preliminary subject to change 23 kC PeUk i aoi 51 replenish any cash flow management fund to its requirement with respect to such series of bonds (in) The Trustee shall transfer all remaining amounts to the Fiscal Agent for the District Bonds for deposit in the Special Mandatory Redemption Account of the Redemption Fund held under the Fiscal Agent Agreement for the redemption of District Bonds unless the Trustee has received written direction from the Authority to expend such remaining funds held in the Residual Fund for any lawful purposes of the Authority including but not limited to paying or reimbursing the payment of the costs and expenses incurred by the City or the Authority in administering the Bonds and the District Bonds paying costs of public capital improvements or reducing the Special Taxes which are to be levied in the current or the succeeding Fiscal Year upon the properties which are subject to the Special Tax within the District Amounts in the Residual Fund are not pledged as security for the Bonds Cash Flow Management Fund The Cash Flow Management Fund Requirement is 15% of maximum annual aggregate debt service on the Bonds There will be an initial deposit into the Cash Flow Management Fund in the amount of the Cash Flow Management Fund Requirement ($389 523 *) from sources other than Bond proceeds The Cash Flow Management Fund will be funded from surplus Revenues transferred from the Residual Fund and under certain circumstances by any available surplus revenues with respect to other series of local agency revenue bonds issued by the Authority Amounts in the Cash Flow Management Fund will be used prior to any draw on the Reserve Account to pay debt service on the Bonds to the extent Revenues are insufficient for such purpose Amounts if any in the Cash Flow Management Fund in excess of the Cash Flow Management Requirement will be transferred on September 2 of each year to the Residual Fund Redemption Fund The Trustee will establish as a separate fund to be called the Redemption Fund to the credit of which the Authority shall deposit immediately upon receipt all Redemption Revenues Moneys in the Redemption Fund shall be held in trust by the Trustee for the benefit of the Authority and the Owners of the Bonds and shall be used to redeem Bonds (except for mandatory sinking fund redemption) pursuant to the Indenture Preliminary subject to change 24 AGENDA ITUI NO I�- PACE��_Ge' „_,�0�_ BONDINSURANCE (TO COME) 25 Avkjyu 1 Z REPAYMENT OF THE DISTRICT BONDS General The principal of premium if any and the interest on the District Bonds and the Administrative Expenses of the District are payable from the Special Taxes collected on real property within the District and funds including any amounts available in the Delinquency Management Fund (as defined in the Fiscal Agent Agreement) held by the Fiscal Agent and available for such purposes pursuant to the Fiscal Agent Agreement The District Bonds are limited obligations of the District payable from the proceeds of Special Taxes levied on certain parcels within the District The District Bonds shall not be deemed to constitute a debt or liability of the City the State or of any political subdivision thereof other than the District Neither the faith and credit nor the taxing power of the City the District the State or any of its political subdivisions is pledged to the payment of the principal of or the interest on the District Bonds except for the limited extent provided herein Special Taxes The Special Taxes are excepted from the tax rate limitation of California Constitution Article XIIIA pursuant to Section 4 thereof as a special tax authorized by at least a two thirds vote of the qualified electors as set forth in the Act Consequently the City Council of the City on behalf of the District has the power and is obligated by the Fiscal Agent Agreement to cause the levy and collection of the Special Taxes The District has covenanted in the Fiscal Agent Agreement to levy (subject to the limits set forth in the Rate and Method of Apportionment) in each Fiscal Year the Special Taxes within the District in an amount sufficient to pay the debt service on the District Bonds and the Subordinate District Bonds including an allowance for delinquencies and the cost of providing certain administrative expenses of the District and the Authority The Special Taxes are to be levied and collected according to the Rate and Method of Apportionment described in the section entitled SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE — RATE AND METHOD OF APPORTIONMENT herein Although the Special Taxes will constitute a lien on parcels of real property within the District they do not constitute a personal indebtedness of the owner(s) of real property within the District There is no assurance that the property owner(s) or any successors and/or assigns thereto or subsequent purchaser(s) of land within the District will be able to pay the annual Special Taxes or if able to pay the Special Taxes that they will do so (see BONDOWNERS RISKS" herein) The Special Taxes initially are required to be collected by the County of Riverside Tax Collector in the same manner and at the same time as regular ad valorem property taxes are collected by the Tax Collector of the County When received such Special Taxes will be transferred by the City to the Fiscal Agent as soon as possible after receipt Monies in the Special Tax Fund are held in trust for the benefit of the District and owners of the District Bonds and the Subordinate District Bonds and disbursed pursuant to the Fiscal Agent Agreement Application of Special Taxes, Flow of Funds Bond Fund The Fiscal Agent will deposit all Special Taxes with respect to the District when received from the City into the Special Tax Fund (exclusive of Redemption Revenues received which shall be FM AGENDA iTEfi a1:� PACE�_CiF__ deposited into the Redemption Fund) The Fiscal Agent from time to time pursuant to a written direction of the District will transfer to the Administrative Expense Fund an amount for budgeted Administrative Expenses At least ten (10) Business Days prior to each Interest Payment Date the Fiscal Agent will transfer from the Special Tax Fund for deposit into the Bond Fund which consists of the following accounts the following amounts in the following order of priority the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Special Taxes sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority (i) The Fiscal Agent will deposit into the Interest Account an amount which together with the amount then on deposit therein is sufficient to cause the aggregate amount on deposit in the Interest Account to equal the amount then required to make the payment of interest on the District Bonds on the next Interest Payment Date (ii) The Fiscal Agent will deposit into the Principal Account an amount which together with the amount then on deposit therein is sufficient to cause the aggregate amount on deposit in the Principal Account to equal the amount of principal or sinking account payment coming due and payable on the next Interest Payment Date on the Outstanding District Bonds upon the stated maturity or redemption thereof Notwithstanding the foregoing on any September 1 in the event amounts deposited to the Principal Account are insufficient to pay in full the principal payments (including mandatory sinking payments) then coming due on the District Bonds an amount up to the amount of interest then coming due on the Subordinate District Bonds shall be transferred from the Interest Account to the Principal Account to be used for payment of the principal (including mandatory sinking payments) on the District Bonds Residual Fund On September 2 of each year commencing September 2 2008 the Fiscal Agent shall transfer any amounts remaining in the Special Tax Fund to the Residual Fund Special Taxes if any deposited into the Residual Fund shall be applied for the following purposes in the following order of priority (i) The Fiscal Agent will deposit into the Delinquency Management Fund an amount if any required to restore the amount on deposit in the Delinquency Management Fund to the Delinquency Management Fund Requirement (u) The Fiscal Agent shall transfer to the Administrative Expense Fund an amount determined by the District to pay Administrative Expenses to the extent amounts in the Administrative Expense Fund are insufficient therefor (in) The Fiscal Agent shall transfer all remaining amounts to the Special Mandatory Redemption Account of the Redemption Fund for redemption of the District Bonds unless the Fiscal Agent has received written direction from the District to expend such remaining funds held in the Residual Fund for any lawful purposes of the District including but not limited to paying costs of public capital improvements or reducing the Special Taxes which are to be levied in the current or the succeeding Fiscal Year upon the properties which are subject to the Special Tax Amounts in the Residual Fund are not pledged as security for the District Bonds Delinquency Management Fund The Delinquency Management Fund Requirement is 15 A of Maximum Annual Debt Service on the District Bonds and the Subordinate District Bonds The Delinquency Management Fund will initially be funded in the amount of the Delinquency Management Requirement ($198 240) The Delinquency 27 PACE (D 4= Management Fund will be funded from Special Taxes and investment earnings to the extent the amounts thereof received by the Fiscal Agent are in excess of the debt service due on the District Bonds and the Subordinate District Bonds and all administrative expenses of the District have been paid Amounts in the Delinquency Management Fund will be used to pay debt service on the District Bonds and the Subordinate District Bonds to the extent Special Taxes are insufficient for such purpose Amounts if any in the Delinquency Management Fund in excess of the Delinquency Management Fund Requirement will be transferred to the Residual Fund on September 2 of each year commencing September 2 2008 Redemption Fund The Fiscal Agent will establish a Redemption Fund (in which there shall be established and created an Optional Redemption Account a Special Mandatory Redemption Account and a Mandatory Redemption Account) to the credit of which the District or the City on behalf of the District will deposit immediately upon receipt all Redemption Revenues received by the District or the City on behalf of the District Moneys in the Redemption Fund will be disbursed as provided below and pending any disbursement shall be subject to a lien in favor of the Owners of the District Bonds (1) All prepayments of Special Taxes any amounts transferred pursuant to the Indenture for the redemption of District Bonds and amounts transferred from the Residual Fund for the redemption of the District Bonds will be deposited in the Special Mandatory Redemption Account to be used to redeem District Bonds on the next date for which notice of redemption can timely be given (2) All monies deposited for the optional redemption of District Bonds will be deposited into the Optional Redemption Account to be used to redeem the District Bonds on the next date for which notice of redemption can timely be given (3) All proceeds from insurance or condemnation proceeds a will be deposited into the Mandatory Redemption Account to be used to redeem the District Bonds on the next date for which notice of redemption can timely be given Covenant for Superior Court Foreclosure Pursuant to Section 53356 1 of the Act in the event of a delinquency in the payment of the Special Taxes levied on a parcel the District may order the institution of a superior court action to foreclose the lien therefor provided such action is brought not later than four years after the final maturity date of the District Bonds In such an action the real property subject to the unpaid amount may be sold at a judicial foreclosure sale The District has covenanted in the Fiscal Agent Agreement for the benefit of the owners of the District Bonds that the District will review the public records of the County of Riverside California in connection with the collection of the Special Tax not later than July 1 of each year to determine the amount of Special Tax collected in the prior Fiscal Year and with respect to individual delinquencies if the District determines that any single property owner subject to the Special Tax is delinquent in the payment of Special Taxes in the aggregate of $2 500 or more or that as to any single parcel the delinquent Special Taxes represent more than 5 A of the aggregate Special Taxes within the District then the District will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination and (if the delinquency remains uncured) the District will cause judicial foreclosure proceedings to be filed in the superior court within 90 days of such determination against any property for which the Special Taxes remain delinquent Notwithstanding any provision of the Act or other law of the State to the contrary in connection with any foreclosure related to delinquent Special Taxes 28 AGENDA ITENt NO _ PAGE-2v-LoF 303 (A) The City or the Fiscal Agent is expressly authorized under the Fiscal Agent Agreement to credit bid at any foreclosure sale without any requirement that funds be placed in the District Bond Fund or otherwise be set aside in the amount so credit bid in the amount specified in Section 53356 5 of the Act or such lesser amount as determined under clause (B) below or otherwise under Section 53356 6 of the Act (B) The District may permit in its sole and absolute discretion property with delinquent Special Tax payments to be sold for less than the amount specified in Section 53356 5 of the Act (but not for less than the amount of delinquent scheduled principal and interest without written consent of the Bondowners) if it determines that such sale is in the interest of the Bondowners The Bondowners by their acceptance of the District Bonds consent to such sale for such lesser amounts (as such consent is described in Section 53356 6 of the Act) and release the District the City and their officers and agents from any liability in connection therewith (C) The District is expressly authorized under the Fiscal Agent Agreement to use amounts in the Special Tax Fund to pay costs of foreclosure of delinquent Special Taxes (D) The District may forgive all or any portion of the Special Taxes levied or to be levied on any parcel in the District so long as the District determines that such forgiveness is not expected to adversely affect its obligation to pay principal of and interest on the District Bonds under the Fiscal Agent Agreement No assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or if sold that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion the Act does not require the District or the City to purchase or otherwise acquire any lot or parcel of property sold at the execution sale pursuant to the judgment in any such action if there is no other purchaser at such sale nor does the Act specify the priority relationship if any between the Special Taxes and other taxes and assessment liens As a result of the foregoing in the event of a delinquency or nonpayment by the property owners of one or more Special Taxes installments there can be no assurance that there would be available to the District sufficient funds to pay when due the principal of interest on and premium if any on the District Bonds (see BONDOWNERS RISKS —THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes — Foreclosure and Sale Proceedings BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes Bankruptcy and Foreclosure Delays and BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes Property Controlled by Federal Deposit Insurance Corporation and other Federal Agencies herein) 29 �sV I P;,Gtr BONDOWNERS' RISKS BEFORE PURCHASING ANY OF THE BONDS ALL PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER AMONG OTHER THINGS THE FOLLOWING RISK FACTORS WHICH ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL RISKS ASSOCIATED WITH THE PURCHASE OF THE BONDS MOREOVER, THE ORDER 'OF PRESENTATION OF THE RISK FACTORS DOES NOT NECESSARILY REFLECT THE ORDER OF THEIR IMPORTANCE The purchase of the Bonds involves investment risk If a risk factor materializes to a sufficient degree it could delay or prevent payment of principal of and/or interest on the Bonds Such risk factors include but are not limited to the following matters THE BONDS The ability of the Authority to pay the principal and interest on the Bonds depends upon the receipt by the Trustee of sufficient Revenues from repayment of the District Bonds amounts on deposit in the Cash Flow Management Fund the Reserve Account and interest earnings on amounts in the funds and accounts for the Bonds established by the Indenture A number of risks that could prevent the District from repaying the District Bonds are outlined below Early Bond Redemption The Bonds are subject to optional special mandatory and mandatory redemption prior to their stated maturities Special mandatory redemption may occur on any date commencing March 1 2008 (see "THE BONDS REDEMPTION herein) No Liability of the Authority to the Bondowners Except as expressly provided in the Indenture the Authority will not have any obligation or liability to the Owners of the Bonds with respect to the payment when due of the District Bonds or with respect to the observance or performance by the District of other agreements conditions covenants and terms required to be observed or performed by it under the District Bonds the Fiscal Agent Agreement or any related documents or with respect to the performance by the Trustee of any duty required to be performed by it under the Indenture Loss of Tax Exemption As discussed under the caption LEGAL MATTERS TAX MATTERS herein interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the Authority or the District in violation of their covenants contained in the Indenture and the Fiscal Agent Agreement Should such an event of taxability occur the Bonds are not subject to special redemption or any increase in interest rate and will remain outstanding until maturity or until redeemed under one of the redemption provisions contained in the Indenture IRS Audits The Internal Revenue Service (the IRS ) has initiated an expanded program for the auditing of tax exempt bond issues including both random and targeted audits It is possible that the Bonds will be selected for audit by the IRS It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar bonds) 30 AGENDA i3 L , t40 ®— PAGE Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or if a secondary market exists that such Bonds can be sold for any particular price Occasionally because of general market conditions or because of adverse history or economic prospects connected with a particular issue secondary marketing practices in connection with a particular issue are suspended or terminated Additionally prices of issues for which a market is being made will depend upon then prevailing circumstances Such prices could be substantially different from the original purchase price THE DISTRICT BONDS Risk Factors Relating to Real Estate Market Conditions Current Real Estate Market Conditions Prior to 2006, the housing market in southern California experienced significant price appreciation and accelerated demand Recent trends indicate the housing market has significantly weakened In 2006 home developers appraisers and market absorption consultants began to report weakening of the new home market due to factors such as (i) lower demand for new homes (n) significant increases in cancellation rates for homes under contract (in) the exit of speculators from the new home market (iv) a growing supply of new and existing homes available for purchase (v) increases in competition for new homes orders (vi) prospective home buyers having a more difficult time selling their existing homes in the more competitive environment and (vii) higher incentives required to stimulate new home orders or to induce home buyers not to cancel purchase contracts Adjustable Rate and Unconventional Mortgage Structures Since the end of 2002 many persons have financed the purchase of homes using loans with little or no down payment and with adjustable interest rates that start low and are subject to being reset at higher rates on a specified date or upon the occurrence of specified conditions Many of these loans allow the borrower to pay interest only for an initial period in some cases up to 10 years Currently in southern California a substantial portion of outstanding home loans are adjustable rate loans which were obtained at historically low interest rates In the opinion of some economists the significant increase in home prices in this time period has been driven in part by the ability of home purchasers to access adjustable rate and non conventional loans Recent increases in interest rates on new loans and the resetting of adjustable rate loans which have resulted in increased loan payments have contributed to a decrease in home sales as purchasers are unable to qualify for loans with higher interest rates Such decrease in home sales has resulted in a decrease in home prices Such reduction in home prices has resulted in recent homebuyers having loan balances that exceed the value of their homes given their low down payments and small amount of equity in their homes Furthermore many borrowers who purchased homes in recent years may not be able to access replacement financing for their adjustable rate mortgage loans for a number of reasons Many borrowers have financed 100% of the price of their home with adjustable rate loans As home values decline such borrowers may not be able to obtain replacement financing because the outstanding loan balances exceed the value of their homes In addition there has been tightening of underwriting criteria for mortgage loans such that lenders no longer offer 100% financing or require stricter verification higher income to loan ratio higher credit ratios or some combination of such factors In the event borrowers experience a decline in income or increase in mortgage interest rates or both they may not be able to pay their Special Taxes when due For the reasons discussed above homeowners in the District who purchase their homes with adjustable rate loans may experience difficulty in making their loan payments and paying the Special Taxes levied on their property This could result in an increase in the Special Tax delinquency rate in the District (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE — DELINQUENCIES herein) 31 AGE IDAI6E%n'� d G A0�__!� -- pAGf l_ Some economists have also predicted that as mortgage loan defaults increase bankruptcy filings by such homeowners are also likely to increase Bankruptcy filings by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings to collect delinquent Special Taxes (see "BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes — Foreclosure and Sale Proceedings and ` BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes — Bankruptcy and Foreclosure Delays below) Risk Factors Relating to Land Values Land Values If a property owner defaults in the payment of the Special Tax the District s only remedy is to commence foreclosure proceedings against the defaulting property owner s real property within the District for which the Special Tax has not been paid in an attempt to obtain funds to pay the delinquent Special Tax Therefore the value of the land and improvements within the District is a critical factor in determining the investment quality of any series of bonds issued by or for the District Reductions in property values within the District due to a downturn in the economy or the real estate market events such as earthquakes droughts or floods stricter land use regulations or other events may adversely impact the value of the security underlying the Special Tax Assessed Value represents market value of an assessed parcel as of its most recent assessment plus a 2% per year inflation factor since such assessment A new assessment of an assessed parcel to its then current market value will only occur upon a change of ownership or new construction with respect to such parcel The City has not sought the opinion of any appraiser as to the current market values of any of the assessed parcels While in general market value is often in excess of assessed value no assurance can be given that should an assessed parcel or lot with delinquent annual installments be foreclosed that any bid will be received for such property or if a bid is received that such bid will be sufficient to pay such delinquent annual installments However since a property is sold only for the amount delinquent and not for the entire outstanding special taxes it is anticipated that the value of the assessed land as estimated should be sufficient to secure any delinquent special taxes The value to lien ratio of individual parcels may be less or more than the aggregate value to lien ratio for the District The District had Mass Appraisal / Valuation studies prepared for the District in order to estimate the current value of land in the Districts (see APPENDIX C — MASS APPRAISAL / VALUATIONS herein) Value to Lien Ratio Valuation to lien ratios are derived by dividing the assessed value of the property in the District by the principal amount of the Bonds For example a 3 1 ratio means that the value is three times the total Bond amount The valuations determined in the Mass Appraisal / Valuation studies and the Value to Lien Ratio for the District are shown below District Bonds Aggregate amount of District Bonds and Subordinate District Bonds Preliminary subject to change Principal Amount of Bonds $24 385 000* $31 560 000 Mass Valuation Value to Lien Ratio $434 469 430 17 82 to I* $434 469 430 13 77 to I* 32 AGENDA IiEfA NO �� PAGE GF_30 The value to lien ratio of individual parcels may be less or more than the aggregate value to hen ratio for the respective District Earthquakes Southern California is among the most seismically active regions in the United States of America The occurrence of seismic activity in the District could result in substantial damage to properties in the District which in turn could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay their Special Taxes Any major damage to structures as a result of seismic activity could result in a greater reliance on Undeveloped Property in the payment of Special Taxes In the event of a severe earthquake there may be significant damage to both property and infrastructure in the District As a result a substantial portion of the property owners may be unable or unwilling to pay the Special Taxes when due In addition the value of land in the District could be diminished in the aftermath of such an earthquake reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of Special Taxes Certain procedures and design standards are required to be followed during the construction of buildings within the District to ensure that each building is designed and constructed to meet at a minimum the highest seismic standards required by law Geologic Topographic and Climatic Conditions The value of the Taxable Property in the District in the future can be adversely affected by a variety of additional factors particularly those which may affect infrastructure and other public improvements and private improvements on the parcels of Taxable Property and the continued habitability and enjoyment of such private improvements Such additional factors include without limitation geologic conditions such as earthquakes and volcanic eruptions topographic conditions such as earth movements landslides liquefaction floods or fires and climatic conditions such as tornadoes droughts and the possible reduction in water allocation or availability Some homes he in a hilly area and grading and slopes are to be constructed in a manner expected to remain stable It is possible that one or more of the conditions referenced above may occur and may result in damage to improvements of varying seriousness that the damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost or because repair or replacement will not facilitate habitability or other use or because other considerations preclude such repair or replacement Under any of these circumstances the value of the Taxable Property may well depreciate or disappear Risk Factors Relating to the Levying and Collection of the Special Taxes Insufficiency of Special Taxes As discussed herein the amount of Special Taxes that are collected within the District could be insufficient to pay principal of interest and premium if any on the District Bonds due to nonpayment of the Special Taxes levied and insufficient or lack of proceeds received from a foreclosure sale of land within the District The District has covenanted in the Fiscal Agent Agreement to institute foreclosure proceedings upon delinquencies in the payments of the Special Taxes as described herein and to sell any real property with a lien of delinquent Special Taxes to obtain funds to pay debt service on the District Bonds (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE — DELINQUENCIES herein) If foreclosure proceedings are ever instituted any holder of a mortgage or deed of trust could but would not be required to advance the amount of delinquent Special Taxes to protect its security interest See SOURCES OF PAYMENT FOR THE BONDS REPAYMENT OF THE DISTRICT BONDS Covenant for Superior Court Foreclosure herein for provisions which apply in the event foreclosure is required and which the District is required to follow in the event of delinquency in the payment of Special Taxes Maximum Rates Within the limits of the Rate and Method of Apportionment the District may adjust the Special Tax levied on all property within the District to provide an amount required to pay debt service on the District Bonds and other obligations of the District and the amount if any necessary to pay all annual Administrative Expenses However the amount of the Special Tax that may be levied 33 AGENDA l ortt P0--- N-- PrGE � r 3v3 against particular categories of property within the District is subject to the maximum rates provided in the Rate and Method of Apportionment There is no assurance that the maximum rates will at all times be sufficient to pay the amounts required to be paid by the Fiscal Agent Agreement (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE - RATE AND METHOD OF APPORTIONMENT and SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE - DEBT SERVICE COVERAGE ON THE DISTRICT BONDS herein) No Personal Liability for Special Taxes No property owner will be personally liable for the payment of the Special Taxes to be applied to pay the principal of and interest on the District Bonds In addition there is no assurance that any property owner will be able to pay the Special Taxes or that any property owner will pay such Special Taxes even if it is financially able to do so Special Taxes Are Not Within Teeter Plan The County has adopted a Teeter Plan as provided for in Section 4701 et seq of the California Revenue and Taxation Code under which a tax distribution procedure is implemented and secured roll taxes are distributed to taxing agencies within the County on the basis of the tax levy rather than on the basis of actual tax collections However by policy the County does not include assessments reassessments and special taxes in its Teeter program The Special Taxes are not included in the County s Teeter Program Riverside County Property Tax Delinquency Rates According to data provided by the County delinquencies in the payment of Fiscal Year 2004 05 and Fiscal Year 2005 06 ad valorem taxes by property owners within the City generally are higher than the reported delinquency levels for prior Fiscal Years The City is not aware of the causes for the increased delinquencies in the payment of property taxes for Fiscal Year 2004 05 and Fiscal Year 2005 06 although information available to the City indicates that in recent years the County Assessor s office has experienced (a) delays in processing property ownership transfers that in many cases have led to property tax bills being sent to former not current owners and to consequent delays in the actual property owners receiving and paying their property taxes and (b) delays in processing property tax payments that have led to delays in crediting special taxes toward the accounts of the appropriate community facilities district To the extent these increases in delinquencies are indicative of a trend toward actual property tax delinquencies by homeowners who received property tax bills delinquencies in the payment of property taxes (and if affecting properties within the District delinquencies in the payment of Special Taxes) may occur and continue at similar levels or increase in the near future Under the Fiscal Agent Agreement the District has the authority and the obligation to increase the levy of Special Taxes against non delinquent property owners in the District if other owners are delinquent in the payment of Special Taxes However the Districts ability to increase Special Tax levies for this purpose is limited by two factors (a) the maximum Special Tax rates set forth in the Rate and Method of Apportionment and (b) the limitations on such increases set forth in the Act which provides that under no circumstances may the Special Tax levied against any parcel used for private residential purposes be increased as a consequence of delinquency or default by an owner of any other parcel or parcels within such District by more than 10% Thus the District may not be able to increase Special Tax levies in future Fiscal Years by enough to make up for delinquencies for prior Fiscal Years (see SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE - DELINQUENCIES herein) Foreclosure and Sale Proceedings In order to pay debt service on the District Bonds it is necessary that the Special Tax levied against land within the District be paid in a timely manner The District has covenanted in the Fiscal Agent Agreement under certain conditions to institute foreclosure proceedings against property with delinquent Special Taxes in order to obtain funds to pay debt service on the District Bonds If foreclosure proceedings were instituted any mortgage or deed of trust holder could but would not be required to advance the amount of the delinquent Special Tax to protect its security interest 34 AGENDA ITEM NO PA1,E_a1J0_Of' In the event such superior court foreclosure is necessary there could be a delay in principal and interest payments to the Authority as the owner of the District Bonds pending prosecution of the foreclosure proceedings and receipt of the proceeds of the foreclosure sale if any No assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or if sold that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion the Act does not specify the obligations of the District with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale if there is no other purchaser at such sale (see SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE DISTRICT BONDS Covenant for Superior Court Foreclosure herem) Sufficiency of the foreclosure sales proceeds to cover the delinquent amount depends in part upon the market for and the value of the parcel at the time of the foreclosure sale (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Land Values above) The current assessed value is some evidence of such future value However future events may result in significant changes from the current assessed value Such events could include a downturn in the economy as well as a number of additional factors Any of these factors may result in a significant erosion in value with consequent reduced security of the District Bonds and consequently the Bonds Sufficiency of foreclosure sale proceeds to cover a delinquency may also depend upon the value of prior or panty liens and similar claims A variety of governmental liens may presently exist or may anse in the future with respect to a parcel which unless subordinate to the lien securing the Special Taxes may effectively reduce the value of such parcel Timely foreclosure and sale proceedings with respect to a parcel may be forestalled or delayed by a stay in the event the owner of the parcel becomes the subject of bankruptcy proceedings Further should the stay not be lifted payment of Special Taxes may be subordinated to bankruptcy law priorities Bankruptcy and Foreclosure Delays The payment of the Special Taxes and the ability of the District to foreclose the lien of a delinquent unpaid Special Tax may be limited by bankruptcy insolvency or other laws generally affecting creditors rights or by the laws of the State of California relating to judicial foreclosure The various legal opinions to be delivered concurrently with the delivery of the Bonds and the District Bonds (including Bond Counsel s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy reorganization insolvency or other similar laws affecting the rights of creditors generally Although bankruptcy proceedings would not cause the Special Taxes to become extinguished bankruptcy of a property owner or of a partner or other owner of a property within the District could result in a delay in prosecuting superior court foreclosure proceedings and could result in loss of priority of the lien securing any Special Taxes with respect to Special Taxes levied while bankruptcy proceedings are pending In addition the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien and the amount of the delinquent Special Taxes in excess of the reduced lien could be treated as an unsecured claim by the court Such delay or loss of priority or nonpayment would increase the likelihood of a delay or default in payment of the principal of and interest on the District Bonds and the possibility of delinquent Special Tax installments not being paid in full To the extent a significant percentage of the property in the District continues to be owned by a limited number of property owners the payment of the Special Taxes and the ability of the District to foreclose the lien of a delinquent unpaid Special Tax installment could be delayed by bankruptcy insolvency or other laws generally affecting creditors rights or by the laws of the State relating to judicial foreclosure 35 AGLNDA oTL 1 PAGE_ g& OF- -5-0,31- On July 30 1992 the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries In that case the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior hen on the property The court upheld the priority of unpaid taxes imposed after the filing of the bankruptcy petition as administrative expenses of the bankruptcy estate payable after all secured creditors As a result the secured creditor was to foreclose on the property and retain all of the proceeds of the sale except the amount of the pre petition taxes According to the court s ruling as administrative expenses post petition taxes would have to be paid assuming that the debtor has sufficient assets to do so In certain circumstances payment of such administrative expenses may be allowed to be deferred Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time become subject to current ad valorem taxes The Act provides that the Special Taxes are secured by a continuing lien which is subject to the same lien priority in the case of delinquency as ad valorem taxes No case law exists with respect to how a bankruptcy court would treat the hen for the Special Taxes levied after the filing of a petition in bankruptcy Glasply is controlling precedent for bankruptcy courts in the State If the Glasply precedent was applied to the levy of the Special Tax the amount of Special Tax received from parcels whose owners declared bankruptcy could be reduced It should also be noted that on October 22 1994 Congress enacted 11 U S C Section 362(b)(18) which added a new exception to the automatic stay for ad valorem property taxes imposed by a political subdivision after the filing of a bankruptcy petition Pursuant to this new provision of law in the event of a bankruptcy petition filed on or after October 22 1994 the lien for ad valorem taxes in subsequent fiscal years will attach even if the property is part of the bankruptcy estate Bondowners should be aware that the potential effect of 11 U S C Section 362(b)(18) on the Special Taxes depends upon whether a court were to determine that the Special Taxes should be treated like ad valorem taxes for this purpose Disclosure to Future Land Buyers A Notice of Special Tax Lien (the Notice ) for the District has been recorded pursuant to Section 53328 3 of the Act and Section 3114 5 of the Streets and Highways Code with the County Recorder for the County (the County Recorder ) The Notice sets forth among other things the Rate and Method of Apportionment the legal description of property within the District as of the date of recording the Notice and the boundaries of the District by reference to the map(s) recorded with the County Recorder While title insurance and search companies normally refer to such notices in title reports and sellers of property within the District are required to give prospective buyers a notice of special tax in accordance with Sections 53360 2 or 533415 of the Act there can be no assurances that such reference will be made or notice given or if made or given that prospective purchasers or lenders will consider such Special Tax obligation in the purchase of land within the District or the lending of money thereon Failure to disclose the existence of the Special Tax may affect the willingness and ability of future landowners within the District to pay the Special Tax when due Exempt Properties Certain properties are exempt from the Special Tax in accordance with the Rate and Method of Apportionment and provisions of the Act The Act provides that properties or entities of the State federal or local government at the time of formation of the District are exempt from the Special Tax provided however that property within the District acquired by a public entity through negotiated transactions or by gift or devise which is not otherwise exempt from the Special Tax will continue to be subject to the Special Tax In addition the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment and be paid from the eminent domain award The constitutionality and operation of these provisions of the Act have not been tested If for any reason property subject to the Special Tax becomes exempt from taxation by reason of ownership by a non taxable entity such as the federal government or another public agency subject to the 36 I� AcESelDAlil= pAGE�GF limitation of the maximum authorized rate of levy the Special Tax may be reallocated to the remaining taxable properties within the District This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax however the amount of Special Tax to be levied and collected from the property owner is subject to the Maximum Special Tax as set forth in the Rate and Method of Apportionment and to the limitation in the Act that under no circumstances may the Special Taxes levied on any residential parcel be increased by more than ten percent as a consequence of delinquency by the owner of any parcel If a substantial portion of land within the District became exempt from the Special Tax because of public ownership or otherwise the maximum Special Tax which could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the District Bonds when due and a default will occur with respect to the payment of such principal and interest The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax The Act would prohibit the City Council acting as the legislative body of the District from adopting a resolution to reduce the rate of the Special Tax or terminate the levy of the Special Tax unless the City Council acting as the legislative body of the District determined that the reduction or termination of the Special Tax would not interfere with the timely retirement of the District Bonds (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Governmental Rules Initiatives Etc Right to Vote on Taxes Act' below) Property Controlled by Federal Deposit Insurance Corporation and other Federal Agencies The District s ability to collect interest and penalties specified by State law and to foreclose the lien of a delinquent Special Tax payment may be limited in certain respects with regard to properties in which the Internal Revenue Service the Drug Enforcement Agency the Federal Deposit Insurance Corporation (the FDIC ) or other similar federal agencies has or obtains an interest Specifically with respect to the FDIC on June 4 1991 the FDIC issued a Statement of Policy Regarding the Payment of State and Local Real Property Taxes The 1991 Policy Statement was revised and superseded by a new Policy Statement effective January 9 1997 (the Policy Statement ) The Policy Statement provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property s value and that the FDIC is immune from real property taxes assessed on any basis other than property value According to the Policy Statement the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution s affairs unless abandonment of the FDIC s interest in the property is appropriate The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law to the extent the interest payment obligation is secured by a valid lien The FDIC will not pay any amounts in the nature of fines or penalties and will not pay or recognize liens for such amounts If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the FDIC) the FDIC will pay those claims The Policy Statement further provides that no property of the FDIC is subject to levy attachment garnishment foreclosure or sale without the FDIC s consent In addition the FDIC will not permit a lien or security interest held by the FDIC to be elmnnated by foreclosure without the FDIC s consent The Policy Statement states that the FDIC generally will not pay non ad valorem taxes including special assessments on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts Special taxes imposed under the Mello Roos Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC s federal immunity With respect to property in California owned by the FDIC on January 9 1997 and that was owned by the Resolution Trust Corporation (the RTC ) on December 31 1995 or that became property of the FDIC through foreclosure of a security interest held by the RTC on that date the FDIC will continue the RTC s prior practice of paying special taxes imposed pursuant to the Mello Roos Act if 37 AGENDA ITEM NO PAGE_d� OF the taxes were imposed prior to the RTC s acquisition of an interest in the property All other special taxes including the Special Taxes which secure the District Bonds may be challenged by the FDIC The Authority and the District are unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a parcel in which the FDIC has an interest although prohibiting the lien of the FDIC to be foreclosed on at a Judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale Owners of the Bonds should assume that the Authority and the District will be unable to foreclose on any parcel owned by the FDIC The Authority has not undertaken to determine whether the FDIC currently has or is likely to acquire any interest in any of the parcels and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding Risk Factors Relating to Tax Burden Billing of Special Taxes A special tax can result in a substantially heavier property tax burden being imposed upon properties within a community facilities district than elsewhere in a city or county and this in turn can lead to problems in the collection of the special tax In some community facilities districts the taxpayers have refused to pay the special tax and have commenced litigation challenging the special tax the community facilities district and the bonds issued by the District Under provisions of the Act the Special Taxes are billed to the properties within the District which were entered on the Assessment Roll of the County Assessor by January 1 of the previous fiscal year on the regular property tax bills sent to owners of such properties Such Special Tax installments are due and payable and bear the same penalties and interest for non payment as do regular property tax installments These Special Tax installment payments cannot be made separately from property tax payments Therefore the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and installment payments of Special Taxes in the future See SOURCES OF PAYMENT FOR THE BONDS REPAYMENT OF THE DISTRICT BONDS Covenant for Superior Court Foreclosure for a discussion of the provisions which apply and procedures which the Distinct is obligated to follow in the event of delinquency in the payment of installments of Special Taxes Additional Taxation On June 3 1986 California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated I% ceiling for the purpose of repaying certain new general obligation debt issued for the acquisition or the improvement of real property and approved by at least two thirds of the votes cast by the qualified electorate If any such voter approved debt is issued it may be on a parity with the lien of the Special Taxes on the parcels within the District Panty Taxes and Special Assessments The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land within the District on which they will be annually imposed until they are paid in full Such lien is on a parity with all special taxes and special assessments levied by other public entities agencies and districts and is co equal to and independent of the hen for general property taxes regardless of when they are imposed upon the same real property The Special Taxes have priority over all existing and future private liens imposed on the real property within the District The District however has no control over the ability of other public entities agencies and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the real property within the District Any such special taxes or assessments may have a lien on such real property on a parity with the Special Taxes Accordingly the liens on the real property within the District could greatly increase without any corresponding increase in the value of the property within the District and thereby severely reduce the value to lien ratio of the land secured public debt existing at the time the Bonds are issued The 38 AGENDA ITEM No h- i OF PAGE 0 � imposition of such additional indebtedness could also reduce the willingness and ability of the property owners within the District to pay the Special Taxes when due Risk Factors Relating to Governmental Rules, Initiatives, Etc Right to Vote on Taxes Act An initiative measure commonly referred to as the Right to Vote on Taxes Act ( Proposition 218 ) was approved by the voters of the State of California at the November 5 1996 general election Proposition 218 added Article XIIIC ( Article XIIIC ) and Article XIIlD to the California Constitution According to the Title and Summary of Proposition 218 prepared by the California Attorney General Proposition 218 limits the authority of local governments to impose taxes and property related assessments fees and charges Generally the provisions of Proposition 218 have not yet been interpreted by the courts although a number of lawsuits have been filed requesting the courts to interpret various aspects of Proposition 218 Among other things Section 3 of Article XIIIC states that the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax assessment fee or charge Proposition 218 provides for a procedure which includes notice hearing protest and voting requirements to alter the rate and method of apportionment of an existing special tax However Proposition 218 prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to Proposition 218 unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt Although the matter is not free from doubt it is likely that the exercise by the voters in the District of the initiative power referred to in Article XIIIC to reduce or terminate the Special Tax is subject to the same restrictions as is the District pursuant to the Act Accordingly although the matter is not free from doubt it is likely that Proposition 218 has not conferred on the voters in the District the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the District Bonds It may be possible however for voters of the District to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the District Bonds but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels Therefore no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses Furthermore no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the District Bonds The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts Ballot Initiatives and Legislative Measures Proposition 218 was adopted pursuant to a measure qualified for the ballot pursuant to California s constitutional initiative process and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities From time to time other initiative measures could be adopted by California voters or legislation enacted by the State Legislature The adoption of any such initiative or enactment of legislation might place limitations on the ability of the State the City or local District to increase revenues or to increase appropriations or on the ability of a property owner to complete the development of the property Risk Factors Relating to Limitations of the Bonds and the District Limited Obligation Neither the faith and credit nor the taxing power of the City the State or any political subdivision thereof other than the District is pledged to the payment of the District Bonds Except for the Special Taxes derived from the District no other taxes are pledged to the payment of the District Bonds The District Bonds are not general or special obligations of the City the State or any Wtl AGENDA ITEPP41 NO PAGE�Dr O political subdivision thereof or general obligations of the District but are special obligations of the District payable solely from Special Taxes and the other assets pledged therefor under the Fiscal Agent Agreement Limitations on Remedies Remedies available to the Bondowners may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the District Bonds or to preserve the tax exempt status of the Bonds Bond Counsel has limited its opinion as to the enforceability of the Bonds and the District Bonds and of the Indenture and the Fiscal Agent Agreement to the extent that enforceability may be lmuted by bankruptcy insolvency reorganization fraudulent conveyance or transfer moratorium or others similar laws affecting generally the enforcement of creditors rights by equitable principles and by the exercise of ,judicial discretion Additionally the District Bonds are not subject to acceleration in the event of the breach of any covenant or duty under the Indenture The lack of availability of certain remedies or the limitation of remedies may entail risks of delay limitation or modification of the rights of the Owners Enforceability of the rights and remedies of the owners of the District Bonds and the obligations incurred by the District may become subject to the federal bankruptcy code and bankruptcy insolvency reorganization moratorium or similar laws relating to or affecting the enforcement of creditor s rights generally now or hereafter in effect equity principles which may limit the specific enforcement under State law of certain remedies the exercise by the United States of America of the powers delegated to it by the Constitution the reasonable and necessary exercise in certain exceptional situations of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against joint powers authorities In the State See BONDOWNERS RISKS THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes above No Acceleration Provision The Fiscal Agent Agreement for the District does not contain a provision allowing for the acceleration of the principal of the District Bonds in the event of a payment default or other default under the terms of the District Bonds or the Fiscal Agent Agreement Accordingly the Indenture does not contain a provision allowing for acceleration of the Bonds 40 PCEL%DAiM1 a PACE a73_o 3jZ?- THE AUTHORITY GENERAL The Authonty is a joint exercise of powers authority organized and existing under and by virtue of the Joint Powers Act The City pursuant to Resolution No 89 32 adopted on July 25 1989 and the Agency pursuant to Resolution No 894 adopted on July 25 1989 formed the Authority by the execution of a Joint Exercise of Powers Agreement (the Joint Powers Agreement ) The Bond Law provides for the issuance of revenue bonds of Joint exercise of powers authorities such as the Authority to be repaid solely from the revenues of certain public obligations such as the District Bonds The Authority has no taxing power Pursuant to the Bond Law the Authority is authorized to issue its revenue bonds for the purpose of financing among other things public capital improvement projects The Bonds are being sold to provide moneys to enable the Authority to purchase the District Bonds The Authority authorized the execution of the Indenture and the purchase of the District Bonds pursuant to Resolution No PFA 2007 _ adopted December 11 2007 CITY AND GOVERNMENT ORGANIZATION The City of Lake Elsinore (the City ) was founded in 1883 and incorporated on April 9 1888 and in 1893 the Elsinore Valley previously in San Diego County became a part of the new County of Riverside The City is located 73 miles east of Los Angeles 472 miles south of San Francisco and 74 iniles north of San Diego It covers an area of approximately 39 1 square miles with 10 5 miles of lake shore and has an elevation of 1 258 feet above sea level The City is incorporated as a general law city The City has a Council/Manager form of municipal government The City Council appoints the City Manager who is responsible for the day to day administration of City business and the coordination of all departments of the City The City Council is composed of five members elected bi annually at large to four year alternating terms The mayor is selected by the City Council from among its members The City employs a staff of 37 full time employees and 18 part time employees under the direction of the City Manager Pursuant to the Joint Powers Agreement the City Council of the City acts as the Governing Board of the Authority The City Council as the legislative body of the City also acts as the governing body of the District The City Council members and term expiration dates are as follows Council Members Term Expires Robert E Magee Mayor November 2008 Daryl Hickman Mayor Pro Tem November 2008 Robert Schiffner Member / PFA Chairman November 2008 Thomas Buckley Member / PFA Vice November 2010 ri, Genie Kelley Member November 2010 41 AGENDA ITE14111) a� ®�- pAGE�— Current City administrative staff includes Robert E Brady City Manager Matt N Pressey Director ofAdministrauve Services Vivian Munson City Clerk As of the delivery date of the Bonds the District has retained Hams & Associates to assist in the preparation of the Special Tax roll and the deteirrunation of the amount of Special Taxes required in each Fiscal Year DEBT SERVICE COVERAGE ON THE BONDS The Bonds are special obligations of the Authority payable solely from and secured by revenues from repayment of the District Bonds and certain funds and accounts established under the Indenture including the Cash Flow Management Fund and the Reserve Account held by the Trustee In addition the Bonds may be payable from any available surplus revenues with respect to other series of local agency revenue bonds related to community facilities districts issued by the Authority and to the extent such surplus revenues are available to replenish the Reserve Account to its requirement and to replenish the Cash Flow Management Fund to its requirement (see SOURCES OF PAYMENT FOR THE BONDS - REPAYMENT OF THE BONDS - Application of Revenues Flow of Funds herein) The receipt of revenues from repayment of the District Bonds is subject to several variables described herein (see BONDOWNERS RISKS -THE DISTRICT BONDS herein) aj AGENDA ITE10 110 '`Y — PP t,, '? 1 TABLE NO 1 Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Debt Service Coverage on the Bonds Bond District Bonds Debt Debt Service on the Coverage Year Service Payments the Bonds Ratio 2008 1 642 223 26 1 474 338 00 1 11 2009 2 280 975 00 2 045 850 00 1 11 2010 2 328 375 00 2 083 650 00 1 12 2011 2 371 775 00 2 123 050 00 1 12 2012 2 411 175 00 2 163 850 00 1 11 2013 2 456 575 00 2 205 850 00 1 11 2014 2 507 575 00 2 248 850 00 1 12 2015 2 548 775 00 2 287 650 00 1 11 2016 2 600 375 00 2 327 250 00 1 12 2017 2 646 775 00 2 372 450 00 1 12 2018 2 700 200 00 2 420 363 00 1 12 2019 2 744 687 00 2 460 263 00 1 12 2020 2 899 875 00 2 596 825 00 1 12 Preliminary subject to 43 AGENDA lTUA NO ___I - - -- PAG'cQ] GF Q SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE ADMINISTRATION OF THE SPECIAL TAX The District is required each Fiscal Year to detemune the amount of Special Taxes needed to pay debt service on the District Bonds and the Subordinate District Bonds an allowance for delinquencies within the District and Administrative Expenses of the District The District is expected to incur among other things Administrative Expenses for the levy and collection of the Special Taxes foreclosure proceedings Fiscal Agent fees and arbitrage rebate calculations The District is required to communicate with the County Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied taking into account any parcel splits during the preceding and then current Fiscal Year The District is required by resolution to provide for the levy of the Special Taxes in the current Fiscal Year A certified list of all parcels subject to the Special Tax including the amount of the Special Tax to be levied on each such parcel is filed by the District with the County Auditor on or before the tenth (10th) day of August of that tax year The Special Taxes so levied may not exceed the authorized amounts as provided in the Rate and Method of Apportionment (see RATE AND METHOD OF APPORTIONMENT below) The Special Taxes are payable and are collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable and have the same priority become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property Special Taxes are due in two equal installments Special Taxes levied become delinquent if not paid by December I Oth and April 10th Currently a 10% penalty is added to delinquent taxes When received the Special Taxes from the District are required to be transferred by the City to the Fiscal Agent as provided in the Fiscal Agent Agreement and deposited by the Fiscal Agent in a separate Special Tax Fund for the District As of the delivery date of the Bonds the District has retained Harris & Associates to assist in the preparation of the Special Tax roll and the determination of the amount of Special Taxes required in each Fiscal Year RATE AND METHOD OF APPORTIONMENT The City Council acting on behalf of the District levies the Special Taxes in accordance with the Rate and Method of Apportionment (see "APPENDIX D —RATE AND METHOD OF APPORTIONMENT") Because the Special Taxes have been authorized by a two thirds (2/3) vote of the qualified electorate of the District the Special Taxes are a special tax imposed within the limitations of Section 4 of Article XIIIA of the State Constitution The City Council as the legislative body of the District has the power and is obligated pursuant to the covenants contained in the Fiscal Agent Agreement to cause the levy and collection of the Special Taxes within the District annually Defined terms used in this section of the Official Statement not otherwise defined herein shall have such meanings ascribed to them in the Rate and Method of Apportionment Assigned Special Taxes When a community facilities district is formed a special tax may be levied on each parcel of taxable property within the community facilities district to pay for the construction acquisition and rehabilitation of public facilities to pay for authorized services or to repay bonded indebtedness or other related 44 AGENDA' i Et /i NO ^ \U-- PAGE c0) _GF = =� expenses incurred by the community facilities district This special tax may be apportioned in any reasonable manner however the tax may not be apportioned on an ad valorem basis Pursuant to Section 53325 3 of the Act the tax imposed is a Special Tax and not a special assessment and there is no requirement that the tax be apportioned on the basis of benefit to any property When more than one type of land use or houses of different sizes are present within a community facilities district several criteria may be considered when apportioning the special tax Generally criteria are based on building square footage or residential floor area acreage and land use Categories based on such criteria are established to differentiate between parcels of property Specific special tax levels are assigned to each category with all parcels within a category assigned the same special tax rate All taxable property within the District for which a building permit has been issued is classified as Developed Property All other taxable property within the District for which a final tract map has been recorded is classified as Approved Undeveloped Property All other taxable property within the District not classified as either Developed Property or Approved Undeveloped Property is classified as Raw Undeveloped Property TABLE NO 2 CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 -3 (WEST LAKE ELSINORE) PARCEL DISTRIBUTION BY CATEGORY Special Tax Total Parcels Total Parcels Classification FY 2006/07 FY 2007/08 Developed Property 1 813 1 821 Approved Undeveloped 2 88 Property Raw Undeveloped 12 9 Property Exempt Property 58 63 Total 1 885 1981 Developed Property In the Rate and Method of Apportionment categories have been established for Developed Property as shown in the table below The Special Tax for a single family residential property will vary directly with the amount of residential floor area on each parcel The table below shows the Assigned Special Taxes for Fiscal Year 2007 /08 The Assigned Special Taxes are authorized by the Rate and Method of Apportionment to increase at a rate of 2% per year «y AGENDA 11ENi a D PAGE 00 OF--3-2-�— RATE AND METHOD OF APPORTIONMENT ASSIGNED SPECIAL TAXES FOR DEVELOPED PROPERTY FISCAL YEAR 2007/08 Land Use Tyne Rate Category Assigned Special Tax Residential Property Residential Property Residential Property Residential Property Greater than 2 800 Sq Ft 2 300 Sq Ft to 2 799 Sq Ft 1 700 Sq Ft to 2 299 Sq Ft Less than 1 700 Sq Ft $2 757 08 per dwelling unit $2 363 61 per dwelling unit $1968 74 per dwelling unit $1576 67 per dwelling unit Each year the District shall levy the Special Tax subject to the methodology and Maximum Special Taxes set forth in the Rate and Method of Apportionment in an amount sufficient to meet the Special Tax Requirement Special Tax for Approved Undeveloped Property Approved Undeveloped Property includes any parcel within the Distnct for which a final tract map has been recorded The Special Tax Requirement is currently met with the Special Tax levy on Developed Property and a levy on Approved Undeveloped Property is not expected to be required Raw Undeveloped Property Raw Undeveloped Property includes all property not subject to a Special Tax under Developed Property or Approved Undeveloped Property categories The Special Tax Requirement is met with the levy of the Developed Property tax and a levy on Raw Undeveloped Property tax is not expected to be required Rate and Method of Apportionment Pursuant to the Rate and Method of Apportionment for each Fiscal Year the District shall determine the Special Tax Requirement and levy the Special Tax until the amount of Special Taxes equals the Special Tax Requirement The Special Tax shall be levied each Fiscal Year as follows First The Special Tax shall be levied on each parcel of Developed Property exclusive of property exempt from Special Taxes in equal percentages (up to 100 %) of the Assigned Special Tax Rate for each class of Developed Property for such Fiscal Year Second If additional monies are needed after the first step has been completed the Special Tax shall be levied on each parcel of Approved Undeveloped Property exclusive of Undeveloped Property exempted by law in equal percentages (up to 100 %) of the Assigned Special Tax Third If additional monies are needed after the first two steps have been completed then the Special Tax shall be levied on each parcel of Raw Undeveloped Property in equal percentages (up to 100 %) of the Maximum Assigned Special Tax for Raw Undeveloped Property exclusive of Undeveloped Property exempted by law up to for Special Tax Area A 9147% of the Special Tax Requirement (i a net of revenues collected in the first and second steps above) and for Special Tax Area B 8 53% of the Special Tax Requirement (i a net of revenues collected in the first and second steps above) 46 Ar,ENDA i t E PAGE-0-61-G 03- Fourth If additional monies are needed after the first three steps have been completed the Special Tax shall be levied on each parcel of Approved Undeveloped Property exclusive of Undeveloped Property exempted by law in equal percentages (up to 100 %) of the Maximum Assigned Special Tax for Approved Undeveloped Property Fifth If additional monies are needed after the first four steps have been completed then the levy of the Special Tax on each parcel of Developed Property whose Maximum Special Tax is determined through the application of the Base Maximum Special Tax Rate shall be increased in equal percentages from the Assigned Special Tax Rate up to the Maximum Special Tax Rate for each such parcel for such Fiscal Year Sixth If additional monies are needed after the first five steps have been completed then the Special Tax shall be levied proportionately on each parcel of Developed or Undeveloped Property owned by a Homeowners Association which has not been exempted from the Special Tax up to the Maximum Special Tax for Undeveloped Property and Seventh If additional monies are needed after the first six steps have been completed then the Special Tax shall be levied proportionately on each parcel of Developed or Undeveloped Property conveyed or irrevocably offered to a public agency which has not been exempted from the Special Tax up to the Maximum Special Tax for Undeveloped Property Notwithstanding the above under no circumstances will the Special Tax levied against any Assessors Parcel of Residential Property for which an occupancy permit for private residential use has been issued be increased by more than ten percent as a consequence of delinquency or default by the owner of any other Assessor s Parcel within the District except for those Residential Properties whose owners are also delinquent or in default on their Special Tax payments for one or more other properties SPECIAL TAX PROJECTIONS The projection of Special Taxes is a function of multiplying the amount of Assigned Special Tax designated for each Land Use Class by the number of homes in each such Land Use Class Table No 3 shows the projected total Special Taxes that may be collected in the District based on the Assigned Special Taxes for Fiscal Year 2007/08 and the current number of Developed Properties without accounting for any delinquencies 47 AGENDA ITEM NJ �� p j PAGE 22 OF�� TABLE NO 3 CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT NO 88 3 (WEST LAKE ELSINORE) PROJECTION OF THE ASSIGNED SPECIAL TAXES FISCAL YEAR 2007/08 DEBT SERVICE COVERAGE ON THE DISTRICT BONDS The following table presents the projected annual debt service coverage on the District Bonds based upon the realization of certain assumptions and the aggregate projected Assigned Special Taxes (see SPECIAL TAX PROJECTIONS above) No allowance was made for delinquencies 48 ` ACE14 DA ITLev -- PACEa?��aE Number of Homes per Total Assigned Rate Cateeory Assigned Special Tax Rate Cateeory Special Taxes Greater than 2 800 Sq Ft $2 757 08 per dwelling unit 6 $16 542 48 2 300 Sq Ft to 2 799 Sq Ft $2 363 61 per dwelling unit 319 753 991 59 1 700 Sq Ft to 2 299 Sq Ft $1968 74 per dwelling unit 932 1 834 865 68 Less than 1 700 Sq Ft $1576 67 per dwelling unit 564 889 241 88 Total 1 821 $3 494 641 63 DEBT SERVICE COVERAGE ON THE DISTRICT BONDS The following table presents the projected annual debt service coverage on the District Bonds based upon the realization of certain assumptions and the aggregate projected Assigned Special Taxes (see SPECIAL TAX PROJECTIONS above) No allowance was made for delinquencies 48 ` ACE14 DA ITLev -- PACEa?��aE TABLE NO 4 COMMUNITY FACILITIES DISTRICT 88 3 (WEST LAKE ELSINORE) SPECIAL TAX BONDS 2008 SERIES DISTRICT BONDS DEBT SERVICE COVERAGE Bond Total Assigned Administrative Net Assigned Debt Service on Coverage Year Special Taxes Expenses Special Taxes the District Bonds* Ratio* 2008 3 494 641 63 ($2500000) 3 469 641 63 1 642 223 26 NA 2009 3 564 534 46 ($2550000) 3 539 034 46 2 280 975 00 1 55 2010 3 635 825 15 ($2601000) 3 609 815 15 2 328 375 00 1 55 2011 3 708 541 65 ($2653020) 3 682 011 45 2 371 775 00 1 55 2012 3 782 712 49 ($2706080) 3 755 651 68 2 411 175 00 1 56 2013 3 858 366 74 ($2760202) 3 830 764 72 2 456 575 00 1 56 2014 3 935 534 07 ($28 154 06) 3 907 380 01 2 507 575 00 1 56 2015 4 014 244 75 ($28717 14) 3 985 527 61 2 548 775 00 1 56 2016 4 094 529 65 ($2929148) 4 065 238 16 2 600 375 00 1 56 2017 4 176 420 24 ($2987731) 4 146 542 93 2 646 775 00 1 57 2018 4 259 948 65 ($3047486) 4 229 473 79 2 700 200 00 1 57 2019 4 345 14762 ($3108436) 4 314 063 26 2 744 687 50 1 57 2020 4 432 050 57 ($31 706 04) 4 400 344 53 2 899 875 00 1 52 Effective Tax Rates Another tool for evaluating the tax burden is the ratio of total taxes special taxes and assessments as a percentage of property value (the Effective Tax Rate ) The size of the Effective Tax Rate could affect the ability and willingness of the property owners to pay the Special Taxes when due (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Tax Burden herein) The City has not sought the opinion of any appraiser as to the current market values of any of the assessed parcels The Effective Tax Rates shown in the tables below are based upon average assessed value Assessed value represents market value of an assessed parcel as of its most recent assessment plus a 2 A per year inflation factor since such assessment A new assessment of an assessed parcel to its then current market value will only occur upon a change of ownership or new construction with respect to such parcel Therefore similar property could vary significantly in assessed value Preliminary subject to change 49 AGENDA tiel PAGEdi —GF w U C v x d U 7 O y 0 h PGENPRGErQ� .F'-- 61F_ - O N O V N O r T N � lOD N N N N N N In(� Vl pN a N 69 t� p M N ^ Q Q ry N M M b N QN M M N V1 M V1 yi fA O U M Vl O 1� fA N M N pp N 0 O N M O N w n •N• N 6�9 N P P W ^ f7 O' S O� O y, � M T� O M O VN r O � ICI Q' •� Q' U N N � I+V FN fn y NO � N � F OW U vryi N zw [[7w]] N U �F w z� z W W A S U d F A o.a d W U v o U o h w w ri oa. y F w U C v x d U 7 O y 0 h PGENPRGErQ� .F'-- 61F_ - DELINQUENCIES Under the Fiscal Agent Agreement the District has the authority and the obligation to increase the levy of Special Taxes against non delinquent property owners in the District if other owners in the District are delinquent in the payment of Special Taxes However the District s ability to increase Special Tax levies for this purpose is limited by two factors (a) The Maximum Special Tax set forth in the Rate and Method of Apportionment and (b) The limitations on such increases set forth in the Act which provides that under no circumstances may the Special Tax levied against any parcel used for private residential purposes be increased as a consequence of delinquency or default by an owner of any other parcel or parcels within the such district by more than 10% Delinquencies in the payment of property taxes and the Special Taxes may result from any of a number of factors affecting individual property owners See BONDOWNERS RISKS for discussions of certain potential causes of property tax delinquencies Thus without mitigation measures the District may not receive sufficient Special Taxes in a Fiscal Year to pay the then current debt service on the District Bonds The District and the Authority have taken several actions to assist in mitigating against future delinquencies including the following (a) An allowance for delinquencies in the annual Special Tax levy (b) The District maintaining a Delinquency Management Fund under the Fiscal Agent Agreement in the amount of up to 15% of Maximum Annual Debt Service (see SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE DISTRICT BONDS — Application of Special Taxes Flow of Funds ) (c) The Authority maintaining a Cash Flow Management Fund under the Indenture of up to 15% of Maximum Annual Debt Service ( SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE BONDS — Application of Revenues Flow of Funds ) (d) The Bonds may be payable from any available surplus revenues with respect to other series of local agency revenue bonds issued by the Authority to the extent such surplus revenues are available to replenish the Reserve Account to its requirement and to replenish the Cash Flow Management Fund to its requirement CITY OF LAKE ELSINORE COMMUNITY FACILITIES DISTRICT 88 3 (WEST LAKE ELSINORE) SPECIAL TAX COLLECTIONS AND DELINQUENCIES 2006/07 (November 2007) 51 Percent of Special Taxes Delinquent 270/ AGEIeGaa G o �, - 1 �1( PAGE_7- 0E- ]10 — Total Special Special Tax Tax Levied Special Tax Paid Unpaid Fiscal Year $3 219 404 30 $3 134 069 79 $85 334 51 2005/06 (March 2007) Fiscal Year $3 279 940 10 $3 017 077 56 $262 862 54 2006/07 (November 2007) 51 Percent of Special Taxes Delinquent 270/ AGEIeGaa G o �, - 1 �1( PAGE_7- 0E- ]10 — FORECLOSURE ACTIONS Pursuant to Section 53356 1 of the Act in the event of any delinquency in the payment of the Special Tax the District may order the institution of a superior court action to foreclose the hen therefor within specified time limits In such an action the real property subject to the unpaid amount may be sold at judicial foreclosure sale Under the provisions of the Act such judicial foreclosure action is not mandatory The District has covenanted to initiate foreclosure action in the superior court against parcels with delinquent Special Taxes as provided in the Fiscal Agent Agreement (see SOURCES OF PAYMENT FOR THE BONDS — REPAYMENT OF THE DISTRICT BONDS — Covenant for Superior Court Foreclosure herein) Foreclosure proceedings are directed by the District through a notification to foreclosure counsel as to the delinquent assessor parcel numbers for which foreclosure proceedings are to be initiated The District first removes the delinquent Special Taxes from the County Tax Roll as required by law Foreclosure counsel then initiates a request for a title search to identify the current legal owner of a delinquent parcel Foreclosure counsel also sends a written demand for payment to the owner shown on the Tax Roll followed by the filing of a complaint with the Superior Court in Riverside County (the Court ) and recording a lis pendens against the property at the office of the County Recorder Each legal owner and all holders of any other interest in the land must file an answer to the complaint within 30 days following the completion of service of process on them If no answer is filed within such 30 day period foreclosure counsel files a request that a default judgment be entered by the Court If any party files an answer then the case must be litigated and foreclosure counsel will typically file a motion for summary judgment Following the entry of a judgment whether by default or otherwise against all defendants foreclosure counsel requests a wnt of sale from the Court for delivery to the Riverside County Sheriff's Department (the Shenff ) The wnt of sale is delivered to the Sheriff with instructions to execute on the delinquent parcel Levy by the Sheriff consists of posting notice on the delinquent property followed by mailing of notice to the last known address of the legal owner and publication of the notice of levy Thereafter the delinquent property owner is entitled to a redemption period of 120 days Following such 120 day period foreclosure proceedings can continue following the publication and mailing of a notice of sale of the delinquent parcel or parcels which sale must be at least 20 days following such notice The foreclosure process described above typically takes at least six months from the date on which ajudgment is entered and can take substantially longer It should be noted that any foreclosure proceedings commenced as described above could be stayed by the commencement of bankruptcy proceedings by or against the owner of the delinquent property (see ` BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes — Foreclosure and Sale Proceedings and BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to the Levying and Collection of the Special Taxes — Bankruptcy and Foreclosure Delays herein) No assurances can be given that the real property subject to sale or foreclosure will be sold or if sold that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment The Act does not require the City or the District to purchase or otherwise acquire any lot or parcel of property offered for sale or subject to foreclosure if there is no other purchaser at such sale The Act does specify that the Special Tax will have the same lien priority in the case of delinquency as for ad valorem property taxes (see BONDOWNERS RISKS — THE DISTRICT BONDS — Risk Factors Relating to Land Values herein) The District reserves the right to elect to accept payment from a property owner of at least the enrolled amount of the Special Taxes for a parcel(s) but less than the full amount of the penalties interest costs 52 AGEWDAIIEtiNO PAGEg� I —✓? and attorneys fees related to the Special Tax delinquency for such parcel(s) The Bondowners are deemed to have consented to the foregoing reserved right of the District notwithstanding any provision of the Act or other law of the State or any other term set forth in the Fiscal Agent Agreement to the contrary The Bondowners by their acceptance of the Bonds consent to such payment for such lesser amounts Further notwithstanding any provision of the Act or other law of the State or any other term set forth in the Fiscal Agent Agreement to the contrary to connection with any judicial foreclosure proceeding related to delinquent Special Taxes the District or the Fiscal Agent is expressly authorized to credit bid at any foreclosure sale without any requirement that funds be set aside in the amount so credit bid in the amount specified to Section 53356 5 of the Act or otherwise under Section 53356 6 of the Act 53 AGENDA ITFM NO FAGE-29-!�—Gt LEGAL MATTERS Enforceability of Remedies The remedies available to the Trustee and the Owners of the Bonds upon an event of default under the Indenture the Fiscal Agent Agreement or any other document described herem are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay Under existing law and judicial decisions the remedies provided for under such documents may not be readily available or may be limited The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the enforceability of certain legal rights related to the Indenture is subject to limitations imposed by bankruptcy reorganization insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally Approval of Legal Proceedings Fulbnght & Jaworski L L P Los Angeles California as Bond Counsel will render an opinion which states that the Bonds and the Fiscal Agent Agreement are valid and binding obligations of the Authority enforceable in accordance with their terms The legal opinion of Bond Counsel will be subject to the effect of bankruptcy insolvency moratorium and other similar laws affecting creditors rights and to the exercise of judicial discretion in accordance with general principles of equity The Authority has no knowledge of any fact or other information which would indicate that the Bonds and the Fiscal Agent Agreement are not so enforceable against the Authority except to the extent such enforcement is limited by principles of equity and by state and federal laws relating to bankruptcy reorganization moratorium or creditors rights generally Certain legal matters will be passed on for the Authority by Leibold McClendon & Mann PC Laguna Hills California Authority Counsel and by Fulbnght & Jaworski L L P Los Angeles California as Disclosure Counsel Certain legal matters will be passed on for the Underwriter by McFarlin & Anderson LLP Lake Forest California as Underwriter s Counsel Fees payable to Bond Counsel City Attorney Disclosure Counsel and Underwriters Counsel are contingent upon the sale and delivery of the Bonds Tax Matters The Internal Revenue Code of 1986 as amended (the Code ) imposes certain requirements that must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes Noncompliance with such requirements could cause the interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance of the Bonds The Authority has covenanted in the Indenture to maintain the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes In the opinion of Fulbright & Jaworski L L P Los Angeles California Bond Counsel under existing law interest on the Bonds is exempt from personal income taxes of the State of California and and assuming compliance with the aforementioned covenant interest on the Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes Bond Counsel is also of the opinion that assuming compliance with the aforementioned covenant the Bonds are not specified private activity bonds within the meaning of section 57(a)(5) of the Code and therefore the interest on the Bonds will not be treated as an item of tax preference for purposes of computing the alternative minimum tax imposed by section 55 of the Code The receipt or accrual of interest on Bonds owned by a corporation may affect the computation of its alternative minimum taxable income upon which the alternative minimum tax is imposed to the extent that such interest is taken into 54 account in determining the adjusted current earnings of that corporation (75 percent of the excess if any of such adjusted current earnings over the alternative minimum taxable income being an adjustment to the alternative minimum taxable income (determined without regard to such adjustment or to the alternative tax net operating loss deduction)) To the extent that a purchaser of a Bond acquires that Bond at a price that exceeds the aggregate amount of payments (other than payments of qualified stated interest within the meaning of section 1 1273 1 of the Treasury Regulations) to be made on the Bonds (determined in the case of a callable Bond under the assumption described below) such excess will constitute bond premium under the Code Section 171 of the Code and the Treasury Regulations promulgated thereunder provide generally that bond premium on a tax exempt obligation must be amortized on a constant yield economic accrual basis the amount of premium so amortized will reduce the owner s basis in such obligation for federal income tax purposes but such amortized premium will not be deductible for federal income tax purposes In the case of a purchase of a Bond that is callable the determination whether there is amortizable bond premium and the computation of the accrual of that premium must be made under the assumption that the Bond will be called on the redemption date that would minimize the purchaser s yield on the Bond (or that the Bond will not be called prior to maturity if that would minimize the purchaser s yield) The rate and tinung of the amortization of the bond premium and the corresponding basis reduction may result in an owner realizing a taxable gain when a Bond owned by such owner is sold or disposed of for an amount equal to or in some circumstances even less than the original cost of the Bond to the owner The excess if any of the stated redemption price at maturity of Bonds of a maturity over the initial offering price to the public of the Bonds of that maturity set forth on the cover of this Official Statement is original issue discount under the Code Such original issue discount accruing on a Bond is treated as interest excluded from the gross income of the owner thereof for federal income tax purposes and exempt from California personal income tax to the same extent as would be stated interest on the Bond Original issue discount on any Bond purchased at such initial offering price and pursuant to such initial offering will accrue on a semiannual basis over the term of the Bond on the basis of a constant yield method and within each semiannual period will accrue on a ratable daily basis The amount of original issue discount on such a Bond accruing during each period is added to the adjusted basis of such Bond to determine taxable gain upon disposition (including sale redemption or payment on maturity) of such Bond The Code includes certain provisions relating to the accrual of original issue discount in the case of purchasers of Bonds who purchase such Bonds other than at the initial offering price and pursuant to the initial offering Any person considering purchasing a Bond at a price that includes bond premium should consult his or her own tax advisors with respect to the amortization and treatment of such bond premium including but not limited to the calculation of gain or loss upon the sale redemption or other disposition of the Bond Any person considering purchasing a Bond of a maturity having original issue discount should consult his or her own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount including the treatment of purchasers who do not purchase in the original offering and at the original offering price the allowance of a deduction for any loss on a sale or other disposition and the treatment of accrued original issue discount on such Bonds under federal individual and corporate alternative mimmum taxes Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the Bonds may affect the tax status of interest on the Bonds or the tax consequences of the ownership of the Bonds No assurance can be given that future legislation or amendments to the Code if enacted into law will not contain provisions that could directly or indirectly reduce the benefit of the exemption of interest on the Bonds from personal income taxation by the State of California or of the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes Furthermore Bond Counsel will express no opinion as to any federal state or local tax law consequences with respect to the Bonds or the interest thereon if any action is taken with respect to the Bonds or the proceeds thereof permitted or predicated upon the advice or approval of counsel if such advice or approval is given by other counsel 55 AGENDA ITEM, tNO —Au�� PAGE 2 Gi Although Bond Counsel is of the opinion that interest on the Bonds is exempt from state personal income taxation and excluded from the gross income of the owners thereof for federal income tax purposes an owner s federal state or local tax liability may be otherwise affected by the ownership or disposition of the Bonds The nature and extent of these other tax consequences will depend upon the owner s other items of income or deduction Without Imitting the generality of the foregoing prospective purchasers of Bonds should be aware that (1) section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or in the case of financial Institution that portion of an owner s interest expense allocated to the Bonds (n) with respect to insurance companies subject to the tax imposed by section 831 of the Code section 832(b)(5)(B)(1) reduces the deduction for loss reserves by 15 percent of the sum of certain items including interest on the Bonds (iii) interest on Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by section 884 of the Code (iv) passive investment income including interest on Bonds earned by Subchapter S corporations that have Subchapter C earnings and profits at the close of a taxable year may be subject to federal income taxation under section 1375 of the Code if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment Income (v) section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account In determining the taxability of such benefits receipts or accruals of interest on Bonds and (vi) under section 32(1) of the Code receipt of investment income including Interest on the Bonds may disqualify the recipient thereof from obtaining the earned income credit Bond Counsel has expressed no opinion regarding any such other tax consequences Bond Counsel s opinion is not a guarantee of a result but represents Its legal judgment based upon its review of existing statutes regulations published rulings and court decisions and the representations and covenants of the Authority described above No ruling has been sought from the Internal Revenue Service (the Service ) with respect to the matters addressed in the opinion of Bond Counsel and Bond Counsel s opinion is not binding on the Service The Service has an ongoing program of auditing the tax exempt status of the interest on municipal obligations If an audit of the Bonds is commenced under current procedures the Service is likely to treat the Authority as the taxpayer and the Owners would have no right to participate in the audit process In responding to or defending an audit of the tax exempt status of the interest on the Bonds the Authority may have different or conflicting interest from the Owners Further the disclosure of the initiation of an audit may adversely affect the market price of the Bonds regardless of the final disposition of the audit Absence of Litigation The Authority will furnish a certificate dated as of the date of delivery of the Bonds stating that there is not now known to be pending or threatened any litigation restraining or enjoining the execution or delivery of the Indenture or the sale or delivery of the Bonds or in any manner questioning the proceedings and authority under which the Indenture is to be executed and delivered or the Bonds are to be delivered or affecting the validity thereof 56 AGENDA IT 2o i "lG CONCLUDING INFORMATION RATING ON THE BONDS Standard & Poor s Rating Services is expected to assign their ratings of to the Bonds with the understanding that a Financial Guaranty Insurance Policy msunng payment when due of the principal of and interest on the Bonds will be issued on the closing date by Such rating reflects only the views of the rating agency and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same Generally a rating agency bases its rating on the information and materials furnished to it and on investigations studies and assumptions of its own There is no assurance such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency if in the judgment of such rating agency circumstances so warrant Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds UNDERWRITING Southwest Securities Inc Newport Beach California (the Underwriter ) is offering the Bonds at the prices set forth on the cover page hereof The initial offenng prices may be changed from time to time and concessions from the offering prices may be allowed to dealers banks and others The Underwriter has purchased the Bonds at a price equal to approximately % ($ of the aggregate principal amount of the Bonds which amount represents the principal amount of the Bonds less the Underwnter s discount of $ and a premium of $ The Underwriter will pay certain of its expenses relating to the offering EXPERTS The Mass Appraisal / Valuation studies prepared by Empire Economics Inc Capistrano Beach California have been included in this Official Statement in reliance on and upon the authority of said firm as an expert in the matters covered therein THE FINANCING CONSULTANT The material contained in this Official Statement was prepared by Rod Gunn Associates Inc Huntington Beach California an independent financial consulting firm who advised the Authority as to the financial structure and certain other financial matters relating to the Bonds The information set forth herein has been obtained by Rod Gunn Associates Inc from sources which are believed to be reliable but such information is not guaranteed by Rod Gunn Associates Inc as to accuracy or completeness nor has it been independently verified Fees paid to Rod Gunn Associates Inc are contingent upon the sale and delivery of the Bonds FORWARD LOOKING STATEMENTS Certain statements included or incorporated by reference in this Official Statement constitute forward looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 Section 21 E of the United States Securities Exchange Act of 1934 as amended and Section 27A of the United States Securities Act of 1933 as amended Such statements are generally identifiable by the terminology used such as plan expect estimate project budget or similar words Such forward looking statements include but are not limited to certain statements contained in the information under the caption SPECIAL TAXES AND DISTRICT BONDS DEBT SERVICE COVERAGE herein 57 PAGE a� F� THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS THE AUTHORITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT ADDITIONAL INFORMATION The summaries and references contained herein with respect to the Indenture the Fiscal Agent Agreement the Bonds statutes and other documents do not purport to be comprehensive or definitive and are qualified by reference to each such document or statute and references to the Bonds are qualified in their entirety by reference to the form hereof included in the Indenture Copies of the Indenture and the Fiscal Agent Agreement are available for inspection during the period of initial offering on the Bonds at the offices of the Underwriter Southwest Securities Inc 620 Newport Center Drive Suite 300 Newport Beach California 92660 telephone (949) 717 2000 Copies of these documents may be obtained after delivery of the Bonds from the City through the City Manager City of Lake Elsinore 130 S Main Street Lake Elsinore California 92530 REFERENCES Any statements in this Official Statement involving matters of opinion whether or not expressly so stated are intended as such and not as representations of fact This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or Owners of any of the Bonds EXECUTION The execution of this Official Statement by the Executive Director has been duly authorized by the Lake Elsinore Public Financing Authority LAKE ELSINORE PUBLIC FINANCING AUTHORITY By /s/ Executive Director of the Authority 58 APPENDIX A SUMMARY OF THE INDENTURE AGENDA ITEM NO PAGE aZ�! -OF�= APPENDIX B SUMMARY OF THE FISCAL AGENT AGREEMENT B AGENDA ITEM ND I PAGE�Oi_ t�kW APPENDIX C MASS APPRAISAL / VALUATIONS c 1 AGENDA ITLM NO PAGFa�( OF U>> Biel 11KAC RATE AND METHOD OF APPORTIONMENT D1 AGENDA ST ' _ __ _ I k __ (PAGE 42-q �bvF ---303— APPENDIX E SPECIMEN BOND INSURANCE POLICY E1 AGE�JGA STEMl C v _ — PAGE o2 F--o-"_ APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT F1 i-rvLit 1 t-6 1 1IJ _ _ Ri %. Pave 2q) o _3v3 APPENDIX G PROPOSED FORM OF BOND COUNSEL OPINION Lake Elsinore Public Financing Authority 130 South Main Street Lake Elsinore California 92530 [Closing Date] Lake Elsmore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A Members of the Board of Directors We have acted as bond counsel to the Lake Elsmore Public Financing Authority (the Authority ) in connection with the issuance by the Authority of $ aggregate principal amount of Lake Elsinore Public Financing Authority Local Agency Revenue Bonds (CFD 88 3 Refunding) 2008 Series A (the Bonds ) pursuant to the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the Law ) pursuant to an Indenture of Trust dated as of January 1 2008 (the Indenture ) by and between the Authority and Union Bank of California N A as trustee (the Trustee ) We have examined the Law and such certified proceedings and other papers as we deem necessary to render this opinion As to questions of fact material to our opinion we have relied upon representations of the Authority contained in the Indenture and in the certified proceedings and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation Based upon the foregoing we are of the opinion under existing law as follows 1 The Authority is a Joint exercise of powers authority duly organized and validly existing under the laws of the State of California with the full power to enter into the Indenture to perform the agreements on its part contained therein and to issue the Bonds 2 The Indenture has been duly approved by the Authority and constitutes the valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms 3 The Indenture creates a valid lien on the funds pledged by the Indenture for the security of the Bonds subject to no prior lien granted under the Law 4 The Bonds have been duly authorized executed and delivered by the Authority and are valid and binding special obligations of the Authority payable solely from the sources provided therefor in the Indenture 5 The Internal Revenue Code of 1986 as amended (the Code ) sets forth certain requirements that must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded from the gross income of the owners thereof for federal income tax purposes Noncompliance with such requirements could cause the interest on the Bonds to be included in gross income retroactive to G1 AGENDA ITEM NO I a PAGE OF_-.]R� the date of issue of the Bonds The Authority has covenanted in the Indenture to maintain the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes In our opinion under existing law interest on the Bonds is exempt from personal income taxation of the State of California and assuming compliance with the aforementioned covenant interest on the Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes We are further of the opinion that under existing statutes regulations rulings and court decisions the Bonds are not specified private activity bonds within the meaning of section 57(a)(5) of the Code and therefore the interest on the Bonds will not be treated as an item of tax preference for purposes of computing the alternative rmmmum tax imposed by section 55 of the Code The receipt or accrual of interest on Bonds owned by a corporation may affect the computation of the alternative minimum taxable income upon which the alternative minimum tax is imposed to the extent that such interest is taken into account in determining the adjusted current earnings of that corporation (75 percent of the excess if any of such adjusted current earnings over the alternative minimum taxable income being an adjustment to alternative minimum taxable income (determined without regard to such adjustment or to the alternative tax net operating loss deduction)) Except as stated in the preceding two paragraphs we express no opinion as to any federal or state tax consequences of the ownership or disposition of the Bonds The rights of the owners of the Bonds and the enforceability of the Bonds and the Indentures may be subject to bankruptcy insolvency reorganization moratorium and other sumlar laws affecting creditors rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion to appropriate cases Our opinions are based on existing law which is subject to change Such opinions are further based on our knowledge of facts as of the date hereof We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention or to reflect any changes in any law that may thereafter occur or become effective Moreover our opinions are not a guarantee of result and are not binding on the Internal Revenue Service rather such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above Respectfully submitted G2 ACEIVDA FI Eb�x NCI PACE 211 APPENDIX H BOOK -ENTRY SYSTEM The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds payment of principal of and interest on the Bonds to Direct Participants Indirect Participants or Beneficial Owners (as such terms are defined below) of the Bonds confirmation and transfer of beneficial ownership interests in the Bonds and other Bond related transactions by and between DTC Direct Participants Indirect Participants and Beneficial Owners of the Bonds is based solely on information furnished by DTC to the Authority which the Authority believes to be reliable but the Authority and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof Neither the DTC Direct Participants Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters but should instead confirm the same with DTC or the DTC Participants as the case may be The Depository Trust Company ( DTC ) New York New York will act as securities depository for the Bonds The Bonds will be issued as fully registered securities registered in the name of Cede & Co (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC One fully registered Bond will be issued for each maturity of the Bonds each in the aggregate principal amount of such maturity and will be deposited with DTC DTC the world s largest securities depository is a limited purpose trust company organized under the New York Banking Law a banking organization within the meaning of the New York Banking Law a member of the Federal Reserve System a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934 DTC holds and provides asset servicing for over 2 2 million issues of U S and non U S equity issues corporate and municipal debt issues and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book entry transfers and pledges between Direct Participants accounts This eliminates the need for physical movement of securities certificates Direct Participants include both U S and non U S securities brokers and dealers banks trust companies clearing corporations and certain other organizations DTC is a wholly awned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ) DTCC in turn is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC FICC and EMCC also subsidiaries of DTCC) as well as by the New York Stock Exchange Inc the American Stock Exchange LLC and the National Association of Securities Dealers Inc Access to the DTC system is also available to others such as both U S and non U S securities brokers and dealers banks trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant either directly or indirectly ( Indirect Participants ) DTC has Standard & Poor s highest rating AAA The DTC Rules to its Participants are on file with the Securities and Exchange Commission More information about DTC can be found at www dtcc com and www dtc org Purchases of Bonds under the DTC system must be made by or through Direct Participants which will receive a credit for the Bonds on DTC s records The ownership interest of each actual purchaser of each Bonds ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records Beneficial Owners will not receive written confirmation from DTC of their purchase Beneficial Owners are however expected to receive written confirmations providing details of the transaction as well as periodic statements of their holdings from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction Transfers of ownership interests in the Bands are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners H1 1� 3iF- 4J t L O- .r_ I17�-- Beneficial Owners will not receive certificates representing their ownership interests in the Bonds except in the event that use of the book entry system for the Bonds is discontinued To facilitate subsequent transfers all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee Cede & Co or such other name as requested by an authorized representative of DTC The deposit of the Bonds with DTC and their registration in the name of Cede & Co or such other DTC nominee do not effect any change in beneficial ownership DTC has no knowledge of the actual Beneficial Owners of the Bonds DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited which may or may not be the Beneficial Owners The Direct or Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers Conveyance of notices and other communications by DTC to Direct Participants by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them subject to any statutory or regulatory requirements as may be in effect from time to time Beneficial Owners of Bonds may wish to take certain steps to augment the transmissions to them of notices of significant events with respect to the Bonds such as redemptions tenders defaults and proposed amendments to the Bonds documents For example Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners In the alternative Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them Redemption notices shall be sent to DTC If less than all of the Bonds are being redeemed DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed Neither DTC nor Cede & Co (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures Under its usual procedures DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date The Omnibus Proxy assigns Cede & Co s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy) Principal redemption price and interest payments on the Bonds will be made to Cede & Co or such other nominee as may be requested by an authorized representative of DTC DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Authority or the Trustee on payable date in accordance with their holdings shown on DTC s records Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices as is the case with securities held for the accounts of customers in bearer form or registered in street name and will be the responsibility of such Participant and not of DTC the Trustee or the Authority subject to any statutory or regulatory requirements as may be in effect from time to time Payment of principal redemption price and interest payments to Cede & Co (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants DTC may discontinue providing its service as depository with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee Under such circumstances in the event that a successor depository is not obtained Bond certificates are required to be printed and delivered The Authority may decide to discontinue use of the system of book entry only transfers through DTC (or a successor securities depository) In that event the Bonds certificates will be printed and delivered to DTC H2 AGENDA IMIWt3 IL PAGE--,�QGI" —R33 The information in this section concerning DTC and DTC s book entry system has been obtained from sources that the Authority believes to be reliable but the Authority takes no responsibility for the accuracy thereof Discontinuance of DTC Services In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Authority determines that DTC shall no longer act and delivers a written certificate to the Trustee to that effect then the Authority will discontinue the Book Entry System with DTC for the Bonds If the Authority determines to replace DTC with another qualified securities depository the Authority will prepare or direct the preparation of a new single separate fully registered Bond for each maturity of the Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms of the Indenture If the Authority fails to identify another qualified securities depository to replace the incumbent securities depository for the Bonds then the Bonds shall no longer be restricted to being registered in the Bonds registration books in the name of the incumbent securities depository or its nominee but shall be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the Bonds shall designate In the event that the Book Entry System is discontinued the following provisions would also apply (1) the Bonds will be made available in physical form (u) principal of and redemption premiums if any on the Bonds will be payable upon surrender thereof at the trust office of the Trustee identified in the Indenture and (iii) the Bonds will be transferable and exchangeable as provided in the Indenture The Authority or the Trustee do not have any responsibility or obligation to DTC Participants to the persons far whom they act as nominees to Beneficial Owners or to any other person who is not shown on the registration books as being an owner of the Bonds with respect to (r) the accuracy of any records maintained by DTC or any DTC Participants (ii) the payment by DTC or any DTC Participant of any amount in respect of the principal of redemption price of or interest on the Bonds (iii) the delivery of any notice which is permitted or required to be given to registered owners under the Indenture (w) the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the Bonds (v) any consent given or other action taken by DTC as registered owner or (vi) any other matter arising with respect to the Bonds or the Indenture The Authority or the Trustee cannot and do not give any assurances that DTC DTC Participants or others will distribute payments of principal of or interest on the Bonds paid to DTC or its nominee as the registered owner or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act in a manner described in this Official Statement The Authority or the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner in respect to the Bonds or any error or delay relating thereto H3 AGENDA ITEPA ND �OF PAGE Matt Pressey From Rod Gunn [rgunn @rgafa com] Sent Tuesday December 04 2007 10 28 AM To Dennis Anderson Matt Pressey Cc Danny Kim Don Hunt Subject CFD 88 3 Refunding Attachments 88 3 POS Clean #1 pdf Attached is the draft POS for the City Council agenda It will also be submitted to Standard & Poors and AMBAC today Some highlights 1 annual savings $236 810 to 288 397 (last year is $1 869,245) 2 total savings $4 921,946 3 Present Value total savings $3,445 795 4 Net savings $2 574 795 5 Percentage savings 12 157 call with any questions Rod 1 AGENDA lT011 140 —_ _ (� PAGE i cam, j CITY OF ins LADE CC! LSINORE - -, ` DREAM EXTREME, REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT A BRADY CITY MANAGER DATE DECEMBER 11 2007 SUBJECT REQUEST FOR SUPPORT TO DESIGNATE OLD ROUTE US 395 AS A HISTORIC ROUTE Background US 395 is a major north south roadway which originally extended almost 1 500 miles from the San Diego Bay near the Mexican border to the Canadian border in the state of Washington Today the portion of US 395 that extended from San Diego to Hesperia in Southern California has been replaced by Interstate 15 A portion of US 395 had originally extended through the City of Lake Elsinore The route of Old US 395 through Lake Elsinore was along Mission Trail and Lakeshore Drive to Main Street north on Main Street to Collier Avenue along Collier Avenue to Central Avenue /SR74 and northeast on SR74 towards Perris (see attached map) Discussion Assemblyman Jeffenes will be introducing legislation this session identifying Old US 395 running through the 66`h Assembly District as a Historic Route He is asking for the City of Lake Elsinore s support for this legislation The designation of Old US 395 as a Historic Route will not adversely impact or restrict improvements widening or realignments to the existing roads included in the route The Historic Route designation will allow the sections of road to be identified with the same type of signs used along Historic Route 66 Fiscal Impact None at this time If the legislation passes and the City decides to erect signs identifying the route there would be minimal costs associated with purchasing installing and maintaining the signs Agenda Item No 17 Page 1 of 3 Request For Support To Designate Old Route US 395 As A Historic Route December 11 2007 Page 2 Recommendation It is recommended the City Council authorize the Mayor to send a letter to Assemblyman Jeffenes in support of his proposed legislation to identify Old Route 395 as a Historic Route Prepared and approved by Robert A Brady City Manager �0 Attachment Agenda Item No 17 Page 2 of 3 CITY OF FA- FNE CogLSII`IOIZE DREAM EXTREMEn REPORT TO CITY COUNCIL TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM ROBERT BRADY CITY MANAGER DATE DECEMBER 11, 2007 SUBJECT RE ORGANIZATION OF THE CITY COUNCIL Discussion Annually the City Council selects a Mayor and a Mayor Pro Tern Recommendation (1) Selection of Mayor The Mayor opens the nomination for the position of Mayor After motion is seconded a roll call vote is taken by the City Clerk If a majority vote is not reached then the nomination for the position of Mayor is reopened until a majority vote is reached for one person The Mayor then takes his /her seat and presides over the remainder of the meeting (2) Selection of Mayor Pro Tern The Mayor opens the nomination for the position of Mayor Pro Tern After motion is seconded a roll call vote is taken by the City Clerk If a majority vote is not reached then the nomination for the position of Mayor Pro Tern is reopened until a majority vote is reached for one person (3) According to Recreation Authority Resolution No 96 1 The Mayor shall serve as the Recreation Authority Chair and the Mayor Pro Tern shall serve as the Recreation Authority Vice Chair Agenda Item No 18 Page 1 of 2 Re Organization of the City Council December 11 2007 Page 2 Prepared By Vivian M Munsor City Clerk �% Approved By Robert A Brady City Manager 4 Agenda Item No 18 Page 2 of 2